Esquire Financial Holdings Inc

The Company’s Board of Directors unanimously recommends that stockholders approve the Esquire Financial Holdings, Inc. 2024 Equity Incentive Plan (referred to in this proxy statement as the “2024 Equity Plan” or the “Plan”). The 2024 Equity Plan will become effective on May 30, 2024 (the “Plan Effective Date”) if stockholders approve the Plan on that date. No awards have been made under the 2024 Equity Plan. The Esquire Financial Holdings, Inc. 2021 Equity Incentive Plan and Esquire Financial Holdings, Inc. 2019 Equity Incentive Plan (collectively, the “2021 and 2019 Equity Plans”) are the only current plans pursuant to which equity incentive awards may be granted, and as of December 31, 2023 there are only 24,744 shares under the 2021 and 2019 Equity Plans that remain available for issuance as equity incentive awards.

No awards may be granted under the 2024 Equity Plan after the day immediately before the tenth anniversary of the Plan Effective Date. However, awards outstanding under the 2024 Equity Plan at that time will continue to be governed by the 2024 Equity Plan and the award agreements under which they were granted.