Cuộc họp công bố kết quả kinh doanh Quý 3/2026 của Esquire Financial (ESQ): Vụ sáp nhập Signature và Định hướng EPS năm 2027

Esquire Financial Holdings (NASDAQ: ESQ) đã báo cáo kết quả kinh doanh quý đầu tiên sau khi hoàn tất sáp nhập với Signature Bank vào ngày 1 tháng 8 năm 2026. Quý này bao gồm hai tháng hoạt động của Signature.

Điểm tin chính

• Thu nhập ròng theo GAAP quý 3/2026 đạt 17,5 triệu USD, tương đương 1,57 USD trên mỗi cổ phiếu pha loãng. Thu nhập ròng điều chỉnh đạt 23,6 triệu USD, tương đương 2,12 USD trên mỗi cổ phiếu pha loãng, không bao gồm chi phí sáp nhập và lợi ích thuế phát sinh một lần.
• Giao dịch sáp nhập Signature đã nâng tổng tài sản của công ty hợp nhất lên 4,8 tỷ USD và dư nợ cho vay lên 3,43 tỷ USD. Thương vụ thâu tóm trị giá 466 triệu USD này đã làm tăng 10% giá trị sổ sách hữu hình ngay từ ngày đầu tiên.
• Tăng trưởng cho vay tự thân đạt 497 triệu USD, tương đương 32% so với cùng kỳ năm trước. Dư nợ cho vay liên quan đến tranh tụng tăng 160 triệu USD trong quý lên 1,46 tỷ USD.
• Biên lãi thuần được báo cáo là 5,74%, trong khi ban lãnh đạo tính toán biên lãi thuần chuẩn hóa đạt khoảng 5,68% để phản ánh trọn vẹn một quý hoạt động của Signature.
• Ban lãnh đạo dự kiến tăng trưởng cho vay đạt khoảng 500 triệu USD trong năm 2027, tương đương khoảng 14%, và đưa ra hướng dẫn biên lãi thuần ở mức 5,70%-5,75%.
• Ban lãnh đạo dự báo EPS pha loãng năm 2027 đạt khoảng 9 USD, dựa trên các giả định về tăng trưởng cho vay, biên lãi thuần, thu nhập từ phí, chi phí và thuế đã nêu.

Dữ liệu tài chính quan trọng

Kết quả hoạt động kinh doanh

Thương vụ sáp nhập Signature đã đóng góp thêm khoảng 1,4 tỷ USD dư nợ cho vay và 1,65 tỷ USD tiền gửi trong quý. Thương vụ này cũng giúp đa dạng hóa bảng cân đối kế toán của Esquire Financial: các khoản cho vay liên quan đến tranh tụng giảm xuống 42% tổng dư nợ cho vay từ mức 67% trong quý trước, trong khi tiền gửi liên quan đến tranh tụng giảm xuống 54% tổng tiền gửi từ mức 79%.

Nếu không tính giao dịch này, tăng trưởng cho vay tự thân đạt 497 triệu USD, tương đương 32% so với cùng kỳ năm trước. Dư nợ cho vay liên quan đến tranh tụng tăng 160 triệu USD trong Q3, đạt tốc độ quy năm là 49%, nâng quy mô danh mục lên 1,46 tỷ USD.

Ban lãnh đạo đã xác định Chicago và khu vực Trung Tây mở rộng là cơ hội mở rộng cho cả mảng ngân hàng thương mại lẫn cho vay thương mại và công nghiệp (C&I) liên quan đến tranh tụng. Signature đã có các mối quan hệ tiền gửi và mối quan hệ địa phương trong thị trường công ty luật đại diện cho nguyên đơn, mặc dù ban lãnh đạo lưu ý rằng việc chuyển đổi các công ty này đòi hỏi một chu kỳ bán hàng dài.

Tiền gửi tự thân tăng 447 triệu USD, tương đương 24% so với cùng kỳ năm trước. Chi phí vốn hàng quý, bao gồm cả tiền gửi không kỳ hạn, là 113 điểm cơ bản. Số dư tài khoản sweep ngoại bảng đạt tổng cộng 776 triệu USD, trong đó khoảng 255 triệu USD có sẵn cho nhu cầu thanh khoản nếu cần.

Nền tảng thanh toán đã phục vụ 94.000 khách hàng doanh nghiệp nhỏ và xử lý khoảng 10,5 tỷ USD thông qua 152 triệu giao dịch. Thu nhập từ phí thanh toán dịch vụ hành chính từ số dư tài khoản sweep đạt 1,1 triệu USD.

Chất lượng tín dụng vẫn ổn định. Công ty không báo cáo khoản xóa nợ rủi ro đáng kể hoặc sự sụt giảm xếp hạng nghiêm trọng nào. Tỷ lệ đòn bẩy Cấp 1 của ngân hàng là 11,2%, trong khi tỷ lệ an toàn vốn dựa trên rủi ro tổng thể đạt 13,65%.

Hướng dẫn của ban lãnh đạo

Ban lãnh đạo đã cung cấp các giả định và mục tiêu cho năm 2027 như sau:

Triển vọng biên lãi thuần đã kết hợp lộ trình lãi suất trong mô hình của FHN Financial được ban lãnh đạo trích dẫn: thêm một đợt tăng 25 điểm cơ bản, tiếp theo là giữ nguyên lãi suất cho đến quý 3/2027 và bắt đầu cắt giảm từ quý 4/2027.

Khoảng 60% danh mục cho vay hợp nhất là lãi suất thả nổi, so với khoảng 85%-90% trước thương vụ thâu tóm. Ban lãnh đạo cho biết công ty hợp nhất sẽ tiếp tục nhạy cảm với tài sản và ước tính rằng mức tăng lãi suất 100 điểm cơ bản sẽ làm tăng thu nhập lãi thuần khoảng 6,7%.

Rủi ro và các mảng cần theo dõi

• Esquire và Signature hoạt động trên các hệ thống ngân hàng lõi khác nhau. Các khách hàng cũ của Signature dự kiến sẽ chuyển đổi từ Jack Henry sang Fiserv Signature vào tháng 4 năm 2027.
• Việc tích hợp không chỉ dừng lại ở chuyển đổi hệ thống ngân hàng lõi mà còn mở rộng sang các hệ thống quản lý, CRM, thẩm định tín dụng, khởi tạo khoản vay, nền tảng tiền gửi và văn hóa doanh nghiệp.
• Ban lãnh đạo mô tả mục tiêu tăng trưởng cho vay hàng năm 500 triệu USD là một yêu cầu thực thi lớn vì người vay trong mảng tranh tụng thường chỉ giải ngân khoảng 50% cam kết danh nghĩa.
• Các cơ hội cho vay lớn hơn thường khó dự đoán hơn, khiến ban lãnh đạo thận trọng và không chủ quan cho rằng chúng sẽ lặp lại một cách đều đặn.
• Triển vọng biên lãi thuần năm 2027 phụ thuộc một phần vào các giả định lãi suất được trích dẫn và những thay đổi có thể xảy ra đối với lãi suất tiền gửi IOLTA.
• Các quyết định về cổ tức sẽ cân bằng giữa việc chi trả cho cổ đông và nguồn vốn cần thiết cho tăng trưởng, đặc biệt chú ý đến tỷ lệ an toàn vốn dựa trên rủi ro tổng thể do các khoản cho vay C&I có hệ số rủi ro là 100%.

Những điểm chính trong phần Hỏi & Đáp với chuyên gia phân tích

Mở rộng tại Chicago: Ban lãnh đạo nhận thấy cơ hội trong mảng ngân hàng thương mại truyền thống, bất động sản thương mại chọn lọc và cho vay C&I liên quan đến tranh tụng. Các mối quan hệ hiện có của Signature có thể hỗ trợ sự mở rộng này, nhưng các công ty luật đại diện cho nguyên đơn vốn đã giao dịch với các ngân hàng khác và cần một quá trình chuyển đổi lâu dài.

Kế toán mua lại: Ban lãnh đạo cho biết biên lãi thuần chuẩn hóa 5,68% không phải là khoản điều chỉnh kế toán mua lại. Mức định giá tăng của khoản vay (accretable loan mark) là khoảng 16 triệu USD với thời gian bình quân khoảng ba năm, đóng góp khoảng 13 điểm cơ bản vào biên lãi thuần.

Phân bổ thanh khoản: Ban lãnh đạo dự kiến tăng trưởng cho vay và tiền gửi tự thân sẽ hấp thụ một phần thanh khoản hiện có. Công ty cũng có kế hoạch duy trì các chứng khoán có thể dùng làm tài sản thế chấp tại Ngân hàng Cho vay Bất động sản Gia đình Liên bang (FHLB) hoặc cửa sổ chiết khấu của Cục Dự trữ Liên bang.

Chi tiêu đầu tư: Esquire có kế hoạch tiếp tục đầu tư vào phát triển kinh doanh, quản lý mối quan hệ khách hàng, nhân sự cho vay, công nghệ và dữ liệu trong quá trình tích hợp hai công ty.

Toàn văn biên bản cuộc họp công bố kết quả kinh doanh

Toàn văn cuộc gọi công bố kết quả kinh doanh

Phần trình bày của ban lãnh đạo

Operator

Hello, everyone. Thank you for joining us, and welcome to Esquire Financial Holdings' Q3 2026 Earnings Release Conference Call. [Operator Instructions]

I will now hand the conference over to Andrew Sagliocca, CEO, Vice Chairman and President. Andrew, please go ahead.

Andrew Sagliocca

Thank you, Kenneth. Good morning, everybody. I'm joined in my office by Michael Lacapria, our SVP and CFO; and Eric Bader, our EVP and COO.

I'd like to start the call by thanking and welcoming everybody, including our investors, analysts, Board members, managers and employees, including our new business partners from our new Signature division out of Chicago. I'm going to start the call with some high-level thoughts and comments, then turn the call over to Michael for a financial update, and then we'll address any questions from those on the call.

During the quarter, we successfully closed the Signature Bank merger on August 1, '26, which diversified our loan portfolio and funding sources. And we also continued to show strong organic growth and performance on a combined basis. At closing, Signature had total assets, loans and deposits of approximately $1.9 billion, $1.4 billion and $1.7 billion, respectively. The combined results for Signature for the third quarter includes only 2 months out of the 3 months of Signature activity.

Most importantly, the merger unites 2 highly talented management teams and employee bases with a strong client relationship and market expertise, positioning the combined company for continued industry-leading growth, performance metrics and enhanced success.

Regarding the conversion, our core system conversions are in progress and targeted for April 2027. There has been no material client attrition to date. Our growth and performance metrics remain materially unchanged from announcement, with certain performance metrics improving as noted in our earnings release.

A couple of quick highlights. Excluding the merger, we still experienced strong organic growth in loans and deposits over the past 12 months, totaling approximately $0.5 billion in loan growth and about $450 million in deposit growth. Also on a linked quarter basis, we continue to demonstrate similar organic loan and deposit growth as of the 12-month period. We have solid credit metrics, asset quality and reserve coverage ratios. And when we exclude the merger expenses and certain discrete tax benefit items in the tax line, our adjusted diluted earnings per share was $2.12, and our adjusted return on average assets and return on average tangible equity was 2.34% and 23%, respectively.

The Signature merger, coupled with our combined asset size, enhanced resources and diversified loan and deposit platforms, positions our company for continued strong growth and performance, and we believe we will exceed our initial earnings expectations when we announced the merger on March 12, 2026.

With that said, I turn it over to Michael to give you his financial update and financial highlights. Michael?

Michael Lacapria

Thank you, Andrew, and good morning. I will provide a brief overview of our third quarter 2026 financial results as highlighted in our earnings release and investor presentation published earlier this morning. Like Andrew said, please note that this is our first quarter reflecting the post-merger combined company and the results include 2 months of Signature's activity from the August 1 closing date.

This successful merger closed at a purchase price of $466 million, which is 10% accretive to tangible book value on day 1, giving rise to a combined company that is $4.8 billion in assets, $3.4 billion in loans, $4 billion in deposits and $492 million in tangible equity, net of $247 million in goodwill and a $47 million core deposit intangible as of September 30.

So let me start with net income. For the third quarter, we reported GAAP net income of $17.5 million or $1.57 per diluted share. These results included $8.9 million of pretax merger expenses, which is $7.1 million net of tax, and $938,000 of discrete tax benefits related to share-based compensation. Excluding these items, our adjusted net income is $23.6 million or $2.12 per diluted share, which exceeds consensus estimates. This compares to an adjusted net income of $14 million or $1.60 per diluted share on a linked quarter basis, representing a 69% increase. Our adjusted returns on average assets and average tangible equity were 2.34% and 23.1%, respectively, for the quarter.

These remain industry-leading metrics while we continue to invest in our current resources to support future growth and maintain excellence in client service that our customers have come to expect.

Our net interest margin for the quarter was 5.74% compared to 5.96% for the trailing quarter. That being said, our normalized net interest margin was approximately 5.68% or 6 basis points less than the full quarter's result since Signature was included for 2 of the 3 months in the current quarter. This decline from prior quarters appropriately reflects the change in the combined asset and funding mix following the acquisition.

Loans increased $1.5 billion or 80% to $3.43 billion from June 30, of which $1.4 billion was attributable to the Signature merger, while the remaining increase was primarily attributable to organic litigation-related loan growth of $160 million or 49% annualized, bringing our litigation book to $1.46 billion. Our litigation book now represents 42% of loans as compared to 67% in the trailing quarter, provided for by the expected diversification benefit of the combination. On a year-over-year basis, organic loan growth was $497 million or 32%.

As it relates to our litigation loan portfolio, we continue to see strong organic growth, healthy client activity levels and a tremendous opportunity in the untapped Midwest market. The litigation vertical remains a primary strategic focus, which is a key source of low-cost core funding to the bank that supports asset growth across the balance sheet.

Deposits increased $1.8 billion or 83% to $3.8 billion from June 30, of which $1.65 billion was attributable to the Signature merger and the remaining $147 million was primarily organic litigation-related deposit growth. From the June -- from the August 1 closing date, deposits increased $55 million or 8% annualized. And on a year-over-year basis, organic deposit growth was $447 million or 24%. Our litigation-related deposits concentration decreased from 79% to 54% as the merger diversified our exposure as expected.

Our cost of funds for the quarter, including demand, was 113 basis points. Off-balance sheet sweeps remain a reliable source of liquidity at $776 million with approximately $255 million or 33% available for liquidity if needed. Administrative service payment fee income on these balances totaled $1.1 million for the quarter. Total liquidity, including cash, off-balance sheet sweeps and other borrowing capacity, was approximately $1.6 billion as of quarter end.

Turning over to credit. Credit quality remains solid. Our allowance for credit losses remained at 1.3% of loans, consistent with the prior quarter, and we have 6 nonperforming assets totaling $9.7 million, representing 20 basis points on total assets. The 4% increase in NPAs from the trailing quarter is due to the merger. There are also no material charge-offs or significant downgrades to report.

Noninterest income increased $1.5 million or 24% as compared to the trailing quarter to $7.9 million, representing 13% of total revenue. Our payments platform continues to be a meaningful contributor to earnings and client engagement. During the quarter, we supported 94,000 small business clients nationwide, processing approximately $10.5 billion in payment volume across 152 million transactions.

Operating expenses increased $14.9 million or 71% as compared to the trailing quarter to $36 million, which is attributable to normal Signature operating expenses of $5.2 million, incremental merger expenses of $7.8 million and $1.8 million of core deposit intangible amortization. Excluding merger expenses and CDI amortization, the adjusted efficiency ratio was an industry-leading 41.1%. Merger expenses incurred inception to date was $11.6 million and is consistent with the guidance at announcement date.

Our capital foundation remains strong. The bank Tier 1 leverage and total risk-based capital ratios were 11.2% and 13.65%, respectively, positioning us well above regulatory well-capitalized standards.

Now I'll turn the call back over to Andrew for his remarks.

Andrew Sagliocca

Thank you, Michael, for that thorough update. Kenneth, we're going to turn the call back over to you for the Q&A session.

Operator

[Operator Instructions] Your first question today comes from the line of Justin Crowley with Piper Sandler.

Phần hỏi đáp

Justin Crowley

Some noise with Signature in the numbers, but still growth obviously looks really, really good here with the litigation vertical running on all cylinders. And so I wanted to maybe get your thoughts on that vertical and in particular, the opportunity in Chicago, which I know is a big reason for the deal. Just curious what you've learned so far in terms of what had to be done, maybe anything additional that needs to be done to penetrate that market as you bring Esquire's lending model to the Signature markets.

Andrew Sagliocca

Great, Justin. Absolutely. So first and foremost, as you're aware, Signature, Mick and his team in Chicago run an excellent commercial banking platform. So there is tremendous opportunity in the commercial market itself in the Chicago and Greater Midwest area. So we start there by saying that's a market that we can continue to tap and continue to grow non-litigation C&I loans and select CRE, too.

The Chicago market for the litigation-related C&I loans or plaintiff law firms that we primarily bank in our litigation vertical, very robust market, according to our numbers, the third or fourth largest plaintiff law firm market in the country. Signature has done a good job, before we've come along, in penetrating that market on the depository side. They have a small lending book in this market, but they have a lot of contacts.

Mick and Bryan and Kevin, the executives over there and key members of the business development and relationship management team in the lending area have long-standing deep relationships, not only in the Chicago metro area, but in the litigation area. So that's what we've learned since we've announced the deal in March. I think it was March 12 through today. We've spent myself; Ari Kornhaber, who runs our litigation division; Frank Lonardo, who is our Chief Credit Officer and heads up the lending area with Bonnie Dougherty, who's our new CLO over the past year, have spent a lot of time in Chicago with Mick and his team, primarily on the business development side, and they have really strong relationships in the market and with plaintiff law firms that I believe we're going to be able to leverage as we move forward.

I'll end with, because you've heard me say this, Justin, and it has proved itself out on our business development team that we hired prior to announcing the Signature deal. It's a long sales cycle with plaintiff law firms. They're all banked. They have to be banked. So their operating and escrow accounts are already banked somewhere. So the goal is to get them over to Esquire and attract them not only with our lending products and what they see as capital in the form of loans we give, but also attract them over because we understand the market and understand their depository needs, either/or or both.

Justin Crowley

Okay. Got it. That's super helpful. And then I feel like I kind of know the answer here, but just to confirm how you're thinking about growth looking out here, somewhere in the 15% to 20% annual growth. Is that still the right way to think about the combined company going forward here?

Andrew Sagliocca

You should think of the combined company around 15%. So we're modeling '27 at about $0.5 billion of loan growth. Somebody may say that's conservative. You just did $0.5 billion ex Signature. But we may be able to print those type of numbers. But it's anything but easy. It's a big heavy lift to get $0.5 billion worth of growth done because it usually means we're double or more in notional originations to get that done because our stats on our lending side for our litigation-related loans clearly plays out at about 50% draws on the notional balance. So we're comfortable with $0.5 billion worth of growth, which is about 14%. So that's a good way to think about growth going into '27.

Justin Crowley

Okay. Got it. And then just pivoting a little, as far as the margin, I know it's some moving pieces with Signature only in there for 2 months. And so if we think about that 5.68% on an adjusted basis, how do you see that trending from there? I think you previously talked about the margin settling out in the 5.40% to 5.50% range. Obviously, the rate environment has shifted a fair bit since then. So just kind of curious for your updated thoughts there.

Andrew Sagliocca

Yes. I mean we're using FHN Financial's model as of September 4, '26. They're looking at one more rate increase to 7.25. If we're looking at prime, if we're looking at Fed funds from 4% to 4.25%, which takes prime from 7% to 7.25%. And then they hold steady through the end of the third quarter. And then they have rates coming down 25 basis points in the fourth quarter and the first quarter of '28. So with that said, we're looking at a margin of about 5.70%, maybe as high as 5.75%. So a pretty stable margin from what we printed in the third quarter, even though Michael gave you the adjusted number of, I think, 5.68%.

Justin Crowley

Okay. And that 5.70% to 5.75%, is that kind of where you think -- where it reaches? Or are you giving a full year number for '27?

Andrew Sagliocca

I'm looking at '27 saying we're going to be somewhere between 5.70% and 5.75% for '27.

Justin Crowley

Okay. Perfect. And then maybe just one last one. I think on a combined basis, you're running with what I think you'd probably describe as some excess liquidity, which I know would have also been the case stand-alone as well. How do you see that cash position trending? And what would be the sweet spot if you're able to deploy that liquidity?

Andrew Sagliocca

I guess the best answer I can give you is we're looking at about 14% to 15% growth. In order to achieve $0.5 billion worth of growth, we're going to have to raise about $0.5 billion worth of core deposits, maybe a little less $400 million, $450 million. Deposits always lag loan growth, but the deposit base is higher than the loan growth because our loan-to-deposit ratio is about 86%.

So we see both of those commensurate, $0.5 billion worth of loan growth, about $400 million, maybe a little bit more worth of deposit growth. That will deploy some of the excess liquidity. But we're not sitting on a lot of excess liquidity when you look at cash, and we prefer to grow naturally with core deposits and invest it in loans.

And obviously, for liquidity purposes, we'll continue to stay in the bond market because they're pledgeable at the Federal Home Loan Bank and the Federal Reserve discount window. So we maintain a strong liquidity level. But that's how we see it. But we are -- we've played out '27, and we believe we're comfortable with where earnings is coming out in our revised numbers, along with our expense base and our other fee income base. So if that's something you want to talk about, we're open to talking about '27 and how we view it.

Operator

Your next question comes from the line of Tim Switzer with KBW.

Timothy Switzer

Yes. So my first one, I'm sorry if you already mentioned this, but am I -- I'm trying to understand from the press release, the 6 basis points within the NIM that you guys are talking about, was that the purchase accounting benefit from closing Signature?

Andrew Sagliocca

No. If you think about it, our margin was around 6% and their margin was south of 6%. And mathematically, they're included in our margin for 2 months, not 3. If they were included for 3 months on a pro forma basis, Michael and I see the margin coming out at about 5.68%, give or take, a couple of basis points either way. So it has nothing to do with the loan mark. It has nothing to do with the securities and the accretion related to loans and securities. It has everything to do with them being mathematically included in the margin for 2 out of 3 months.

Timothy Switzer

Okay. Okay. That makes sense. So what was the purchase accounting benefit on either a dollar or basis point basis?

Andrew Sagliocca

The purchase accounting -- well, the purchase accounting on the securities was the mark, I think, Eric, was about $64 million.

Eric Bader

Yes.

Andrew Sagliocca

And we wound up liquidating most of that at market and buying back in opportunistically at market. So we're not tracking the purchase accounting on securities, Tim, which was a material piece because now it's embedded in the bonds that we want to own as a $5 billion company. So Eric's goal liquidating their position was simple. We're a $5 billion bank. We want to own larger blocks that are easier to pledge at the home loan bank or the discount window. And at the same time, we wanted to buy new issuances with shorter duration. That was the goal.

So Eric expedited trading out of those bonds at the purchase accounting mark and buying into new bonds. So what that leaves us with is the loan mark. So the loan mark -- the accretable loan mark was about $16 million. And its average life is about 3 years. So it might impact margin by...

Michael Lacapria

It's 13 basis points.

Andrew Sagliocca

Yes. But again, that's a 3-year mark. So we'll be living with that for 3 years as we grow.

Timothy Switzer

Okay. So that's 14 basis points to the NIM this quarter. Should we expect a similar amount in Q4? Is it a little bit higher once you get the full quarter impact?

Andrew Sagliocca

You should expect the NIM to be around 5.70%, 5.75%. And if we surprise on the upside, then I'll be as surprised as you, and we'll obviously change our guidance. But that's a pretty strong NIM considering we all believed on our side, management when we announced the deal that we'd be operating somewhere in the high 540s or low 550s. So it's been a great run to the closing. We were opportunistically, like I said, able to trade into new issuances of bonds that made us very comfortable. And the purchase accounting came out materially close to what we thought it was going to be when we announced the deal.

Timothy Switzer

Yes. No, it's all good to see. What kind of deposit beta assumptions do you guys have embedded within your guidance? And can you also talk about how the pricing power you have on the loan side if rates continue to move higher from here?

Andrew Sagliocca

Yes. So about -- at this point, with the diversification in the loan book, I think it's about 60% of the total loan book is variable, right, as opposed to probably close to 85% or 90% pre-acquisition, but it's 60% now. As rates move up, which, again, our guidance that we're using is FHN Financial. So we only see rates moving up on Fed funds 25 basis points more according to their projections, which is minimal for anybody to model if we're going to use that.

So the reason I keep giving guidance around 5.70%, 5.75% is we've already had one rate move, and that's played into where our NIM is winding up now at about 5.68% adjusted. And if there's another rate move, I know Eric Bader is going to come in my office and tell me that it'd be prudent to move up our IOLTA rates in certain material states, which would be prudent for those states that we operate in. We want to be a good corporate steward in the states we operate in and have IOLTA powers in. So we're comfortable with the margin hanging around 5.70%, 5.75%, considering we only have one more rate increase built into our models.

And again, like I said to Tim, if at any point on the call or after the call, you want to talk about '27, both Michael and I have modeled that out and are comfortable with the revised guidance, which is why we put in our earnings release that we believe we're going to exceed the guidance we printed on March 12 with the deal.

Operator

Your next question comes from the line of Steve Moss with Raymond James.

Stephen Moss

So maybe just on that subject of looking out to '27 here, I know you have the integration or the systems conversion and stuff coming up next year. Just kind of curious how you guys are thinking about expenses with regard to the moving parts there. And then also just kind of curious what are your thoughts on additional investments in both franchises as you put them together?

Andrew Sagliocca

Excellent. Excellent. I'm glad you asked. I really am because I'm going to start the way I never start, which is with what we believe our diluted EPS is going to be in '27. And I want to do that on this call, Steve, because as you know, not only is September not a clean quarter. The obvious noise is the merger charge. But there's only 2 out of 3 months of Signature in there. So we haven't even printed a full quarter combined, which, as you know, is going to be the fourth quarter.

So the way we're looking at '27 is approximately $9 a share. And if you walk through the components of that, you're looking at about $0.5 billion worth of loan growth, starting with about a $3.5 billion starting point at the end of December. Again, you're looking at about a 5.70%, 5.75% margin. On a combined basis, we're looking at about $33 million, $34 million of fee income. And on a combined basis, we're looking at about $138 million to $140 million of noninterest expense. And our run rate on the tax side is about 28.5% as long as we don't have any discrete type items and option or restricted stock type exercises. On a normalized basis, we're modeling that tax rate at about 28.5%. So that comes out to about, give or take, $9 a share on diluted EPS for '27.

And you hit it right on the head, Steve. You know us long enough. We're going to continue to invest in resources, and that is people and technology because at these kind of growth rates, starting with a $3.5 billion loan book and a $4.8 billion combined asset base and size for the company, printing about 14% loan growth or $0.5 billion, which again means we're going to print about $1 billion or more of notional to get about $0.5 billion worth of loan growth.

We are going to continue to invest in business development, relationship managers where they're managing the ongoing clients. We're going to continue to invest in the lending area, especially on the C&I side, both litigation and commercial, where we see growth. We have and Signature had a great commercial real estate team. We think that the combined team will be able to handle the growth in that portfolio on a combined basis across those 2 regions. And obviously, we continually invest in technology, which when I say that, it could be as simple as investing in data, which we continuously do to make sure that our digital marketing platform is leading and in front of our business development officers nationally around the country.

Stephen Moss

Appreciate all that color there. I mean, I guess just kind of as you guys continue to invest and grow here and you put up a really good quarter here in terms of growth, it feels like the loan growth guidance may be a little bit conservative, maybe just getting a little spoiled here with the numbers you're putting up. But if the pipeline is strong, I know you put on a lot this quarter. I hear you in terms of $1 billion in commitments. Is there anything -- is that just you guys being conservative here on the loan growth? Or like are there maybe a few takes that we're not thinking of?

Andrew Sagliocca

Well, I think in any year or any quarter, we always have a minority of larger opportunities and a majority of smaller opportunities. So I can't always count on the minority of larger opportunities happening on a continuous basis. I am very comfortable with -- when I say the smaller loans, those loans, call it, if I had to pick a number, I'd say $25 million in notional and below, and those loans that are greater than $25 million in notional and above. I can't build and run a company counting on those type of opportunities over and over again.

Am I being conservative? I think I'm being realistic with $0.5 billion worth of loan growth. I think we just closed the deal on August 1. We, as a combined entity, where now we have not only doubled the size of the company effectively, but we've doubled the employee base. We have not gone through system conversions. Core system conversions isn't the only thing that any bank has to focus on as they look towards April '07 (sic) [ April '27 ] for conversion. There are management systems we need to convert. There are CRM platforms and loan underwriting platforms and deposit and loan origination platforms. There's culture we have to align.

There's a lot of work in deals that goes unnoticed that the numbers don't reflect. So I don't think we're being conservative. I think we're being realistic. I think 14%, 15% growth is a great print. I think $9 a share, give or take, is a great print right after the deal. And what I don't want to do is overpromise on a call like this, knowing how much work we have to do that has nothing to do with originating the next loan.

And as you know, as we get through the fourth quarter and into the first, if we're feeling better about growth and we think $0.5 billion is on the conservative end, people like you and Tim and Justin will be the first to know.

Operator

Your next question comes from the line of [ Alan Strauss ] with Ithaca Capital.

Unknown Analyst

A few questions. One, on the system conversion. Are the 2 companies on the same core operating system? Or are you on different systems that makes this even heavier lifting?

Andrew Sagliocca

We are on Fiserv Signature. They are on Jack Henry. So we are on 2 different core systems. Not sure if it makes it a heavier lift. It obviously does, compared to us being on the same platform. But Jack Henry is Signature, and we are on Fiserv.

Unknown Analyst

Okay. And just which one is going to be the winning system?

Andrew Sagliocca

Fiserv. The Fiserv Signature system will be what our new clients at the former Signature Bank will be converted to.

Unknown Analyst

Okay. Great. Looking out, say, a year to 2 years, is it feasible to take out some of the asset sensitivity of the bank? Or will this -- the combined entities always be asset sensitive?

Andrew Sagliocca

The combined entity will always be asset sensitive. Starting with today, obviously, our concentration is less. It's about 60%. And I think 100 basis points up, we're looking at about a 6.7% increase in net interest income, which we put in the investor deck on Page 11.

Unknown Analyst

Okay. All right. And then last question on the combined company. Given the loan growth that you see, what would be the appropriate payout ratio on the dividend looking out?

Andrew Sagliocca

That's a good question, and that's a discussion we need to have at the Board meeting. We've traditionally paid out about 10% or 12% dividend payout ratio based on earnings. That's our traditional premerger ratio that we reevaluate going into the end of the year and typically announce in early the following year. With these growth projections, our focus is not necessarily on tangible capital to assets or the leverage ratio. Our focus is on our total capital ratio since we are heavily weighted towards C&I loans, which are 100% risk-weighted.

So when we look at dividends, we're not only looking at a dividend payout ratio, we're looking at capital preservation as we balance it between using capital towards growth or using capital towards dividend with a keen eye on the total risk-adjusted capital ratio. Is that about right, Michael?

Michael Lacapria

Sounds right to me.

Operator

There are no further questions at this time. I will now turn the call back to Andrew for closing remarks.

Andrew Sagliocca

Great, Kenneth. Thank you. I want to thank everybody on the call. I know that we have some investors and analysts, obviously, Board members, managers, employees. I hope our friends and our new business partners at Signature in Chicago were able to join us. I want to congratulate everybody, our Board, our management team, our employee base. This was a very heavy lift. As you could imagine, the bank prior to the acquisition was about a $2.7 billion bank. So again, effectively, we not only doubled the size of assets and loans and deposits, but we doubled the employee base.

As you're aware, Chicago is about 850 miles away from New York. So there's been a lot of traveling back and forth between management group and employees to make this happen and also plan for the system conversion and scheduled at this point for April '27. So I just want to take a moment to thank all of our employees for their focus, their care, their dedication and their diligent and hard work to get us to this point. We are very pleased with the company's combined performance, and we are very positive about our earnings expectations and performance as we look forward.

So thank you, everybody, and thank you, Kenneth.

Operator

This concludes today's call. Thank you for attending. You may now disconnect.