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Dime Commercial Bancshares, Inc. /NY/ (DCOM) Form 8-K — Oct 20, 2026

$DCOMForm 8-KItems 1.01, 7.01, 9.01Filed Oct 20, 2026, 9:00 AM ET0001104659-26-117199Original filing

Dime Commercial Bancshares (NYSE: DCOM) has agreed to acquire ES Bancshares, Inc., parent of Empire State Bank, in a cash-and-stock merger valued at approximately $58 million, or $8.39 per ES Bancshares share, based on Dime's 10-day VWAP of $38.55. Consideration consists of up to $30.0 million in cash and 720,000 Dime common shares, with shareholder elections subject to 50/50 proration. ES Bancshares CEO Philip Guarnieri will join Dime Commercial Bank as Managing Executive Director at a $400,000 base salary, while both he and COO Thomas Sperzel receive settlement payments totaling roughly $2.8 million in lieu of remaining employment agreement obligations.

Key figures

Deal Value Usd
58000000
Dime 10day vwap
$38.55
Termination fee
$2.363 million
Guarnieri new salary
$400,000
Sperzel settlement payments
$1,271,181
Aggregate cash consideration
$30.0 million
Guarnieri settlement payment
$1,539,609
Aggregate stock consideration
720,000 Dime common shares
Per share value es bancshares
$8.39
Es bancshares shares outstanding
6886282

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