Welcome to our dedicated page for Bogota Finl SEC filings (Ticker: BSBK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Bogota Financial Corp. filings document the public-company disclosures of the holding company for Bogota Savings Bank, including Form 8-K reports of quarterly and annual financial results. Those records cover bank-level operating results, deposit balances and costs, loan and securities yields, cash and borrowings, securities portfolio changes and capital-management actions.
The company's proxy and current reports also describe governance matters, director elections, executive compensation arrangements, officer transitions, common stock registered on Nasdaq under BSBK and board-authorized stock repurchase programs. These filings provide formal records of material events, annual meeting matters and exhibit agreements affecting the bank holding company.
Bogota Financial Corp. announced a definitive merger agreement under which GSL Savings Bank will merge into Bogota Savings Bank, with Bogota as the surviving institution. The merger is expected to increase consolidated assets from approximately $877.2 million at March 31, 2026 to about $1.0 billion.
As part of the transaction, Bogota Financial will issue additional common shares to its mutual holding company in an amount equal to GSL’s fair value, as determined by an independent appraisal. The deal has been unanimously approved by all relevant boards and is targeted to close in the second half of 2026, subject to customary regulatory approvals and conditions.
On completion, GSL’s CEO, Frank Giancola, will become Executive Vice President and Chief Operating Officer of Bogota Savings Bank under a two-year employment agreement with a $250,000 base salary and bonus opportunity of at least 20% of salary. The company states the transaction is expected to be accretive to 2026 net income, earnings per share and fully converted tangible book value.
Bogota Financial Corp. held its 2026 annual stockholder meeting on May 14, 2026, where stockholders elected directors and cast advisory votes on executive pay and pay-vote frequency.
Peter T. Donnelly received 10,873,938 votes for and 328,398 withheld, while John Masterson received 10,871,346 votes for and 330,990 withheld, with 844,524 broker non-votes for each, so both were elected. An advisory resolution on executive compensation received strong support, with 11,784,331 votes for, 224,570 against and 37,979 abstentions. Another proposal received 10,790,223 votes for, 375,056 against, 37,057 abstentions and 844,524 broker non-votes.
In the say-on-pay frequency advisory vote, 3 years received 8,973,360 votes compared with 2,156,831 for 1 year, 21,479 for 2 years, 50,666 abstentions and 844,524 broker non-votes. The company plans to file an amendment within 150 days to disclose the Board’s decision on future say-on-pay vote frequency.
Bogota Financial Corp. reported essentially flat profitability for the three months ended March 31, 2026, with net income of $705,946 and basic and diluted EPS of $0.06, compared to $730,947 and $0.06 a year earlier. Net interest income rose to $4.4 million, and the net interest margin improved to 2.20% from 1.66%, as funding costs declined and securities yields increased.
Total assets fell 3.1% to $877.2 million, driven by lower cash and cash equivalents, loans and securities. Deposits declined 7.9% to $600.9 million, mainly from certificates of deposit, while savings, money market, NOW and noninterest-bearing accounts increased. Federal Home Loan Bank borrowings rose 24.2% to $115.9 million to help offset deposit outflows.
Asset quality metrics were stable: non-performing assets were $13.4 million, or 1.5% of total assets, and the allowance for credit losses was 0.40% of total loans and 19.69% of non-performing loans. Capital remained strong, with stockholders’ equity at $142.1 million and a Community Bank Leverage Ratio of 16.39%.
Bogota Financial Corp. reported net income of $706,000 for the three months ended March 31, 2026, or $0.06 per basic and diluted share, compared with $731,000 and $0.06 a year earlier. Net interest income rose 23.2% to $4.4 million as the net interest margin improved to 2.20% from 1.66%, reflecting lower funding costs and more securities income.
Total assets were $877.2 million at March 31, 2026, down 3.1% from December 31, 2025, mainly due to lower loans and securities. Deposits declined 7.9% to $600.9 million, while Federal Home Loan Bank advances and other borrowings increased to offset outflows.
Credit quality metrics remained stable. Non-performing assets were $13.5 million, or 1.54% of total assets, with no net charge-offs and an allowance for credit losses equal to 0.40% of total loans.
Bogota Financial Corp. is asking stockholders to vote at its May 14, 2026 annual meeting on four main items: electing two directors for three-year terms, ratifying S.R. Snodgrass, P.C. as auditor for 2026, an advisory vote on executive pay, and an advisory vote on how often future pay votes should occur.
There were 12,919,366 shares outstanding as of March 20, 2026, with Bogota Financial, MHC holding 8,504,556 shares, or 65.83%, which effectively decides all proposals. For 2025, CEO Kevin Pace received total compensation of $758,952, including a $400,000 salary and a $300,000 bonus, while Executive VP and CFO Brian McCourt received $439,103. The proxy also highlights 2025 net income of $2,090,778 compared with a loss in 2024 and shows modest improvement in total shareholder return.
Bogota Financial Corp. announced that Robert Walsh, Executive Vice President and Chief Lending Officer of its subsidiary Bogota Savings Bank, informed the company on March 25, 2026 of his intention to retire effective March 31, 2026. On March 31, 2026, the bank entered into a Retirement and Consulting Agreement with Mr. Walsh. Within 60 days after his retirement date, he will receive a lump-sum payment of $15,000, representing pro-rated 2026 annual incentive pay through the first quarter. His unvested stock options will immediately vest, and he may exercise them at any time during their original ten-year term. Mr. Walsh will provide consulting services through July 2026 for a fee of $10,000 per month. The agreement includes a one-year non-solicitation restriction covering employees and customers of the bank and standard confidentiality provisions, in exchange for Mr. Walsh signing and not revoking a general release of claims.
Bogota Financial Corp., holding company for Bogota Savings Bank, operates a community banking franchise centered in northern New Jersey. The bank focuses on one- to four-family residential mortgages, which were $443.9 million or 68.3% of its $650.2 million loan portfolio at December 31, 2025.
Commercial and multi-family real estate loans totaled $180.9 million, supported by conservative loan-to-value limits and debt service coverage requirements. At year-end 2025, consolidated assets were $904.9 million, deposits $652.4 million and equity $140.9 million, with a leverage capital ratio of 15.80%, indicating a strong capital position.
Credit quality metrics show non-accrual loans of $13.3 million, or 2.04% of total loans, and an allowance for credit losses of $2.53 million, equal to 0.39% of total loans. Brokered deposits were $109.7 million, or 16.8% of total deposits. The company operates seven branches and a loan production office across several New Jersey counties.
Bogota Financial Corp. reported a clear turnaround for 2025, moving to full‑year net income of $2.1 million, or $0.17 per share, from a net loss of $2.2 million, or $(0.17) per share, in 2024. For the fourth quarter of 2025, net income was $680,000 versus a net loss of $930,000 a year earlier.
The improvement was driven mainly by stronger core banking performance. Net interest income for 2025 rose 46.6% to $15.5 million, as the net interest margin expanded to 1.80% from 1.16% and the interest rate spread widened to 1.29%. Lower funding costs on deposits and reduced Federal Home Loan Bank borrowings contributed meaningfully.
The balance sheet intentionally shrank, with total assets down to $904.9 million and net loans down 9.0%, while deposits increased modestly to $652.4 million and borrowings fell 45.8%. Asset quality remained manageable, with non‑performing assets at 1.44% of total assets and no net charge‑offs, though delinquent loans increased. Capital strengthened as stockholders’ equity rose to $140.9 million, helped by earnings and a smaller securities valuation loss, even after repurchasing 123,603 shares.
Bogota Financial Corp. director reported buying 2,200 shares of common stock at $8.21 per share on December 12, 2025. After this purchase, the director directly owns 184,695 shares, which include restricted stock that vests at 20% per year starting September 2, 2022. The director also holds stock options to purchase 32,235 shares at an exercise price of $10.45 per share, vesting 20% per year from September 2, 2022, and expiring on September 2, 2031.
Bogota Financial Corp. (BSBK) reported a return to profitability in Q3 2025. Net income was $454,625 versus a loss of $366,960 a year ago, driven by higher net interest income of $3,894,039 and a $50,000 recovery in credit losses. Earnings per share were $0.04 basic and diluted.
Total assets were $925.8 million at September 30, 2025, down from $971.5 million at year-end as loans declined to $669.2 million while securities available for sale rose to $160.7 million. Deposits edged up to $646.8 million. Long-term FHLB advances fell to $84.4 million, and stockholders’ equity increased to $140.7 million as accumulated other comprehensive loss improved. Noninterest expense rose modestly to $3.74 million, while noninterest income was $321,338.
For the nine months, net income was $1,409,967 compared with a loss of $1,240,419 in the prior-year period. Shares outstanding were 12,997,424 as of September 30, 2025.