Welcome to our dedicated page for Bogota Financial 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. reported stronger profitability while facing funding and credit pressures for the quarter ended June 30, 2026. Quarterly net income rose to $747,522 from $224,395 a year earlier, and six‑month net income increased to $1.45 million from $955,342. Net interest income improved modestly and the net interest margin expanded to 1.94% for the quarter and 2.06% year‑to‑date, helped by lower deposit and borrowing costs. Non‑interest income nearly doubled, largely due to a $300,000 insurance recovery on a prior fraud loss.
The balance sheet contracted, with total assets down 3.3% to $875.0 million. Loans fell 1.6% to $637.3 million and securities declined 11.2%, while deposits dropped 12.0% to $574.2 million, led by runoff in certificates of deposit. The company replaced a portion of these outflows with 51.1% higher FHLB borrowings, lifting advances to $141.0 million. Asset quality weakened: non‑performing loans more than doubled to $27.8 million, or 3.2% of total assets, mainly from one large construction credit and two commercial real estate loans, all described as well‑secured and without specific reserves. The allowance for credit losses stood at 0.40% of loans and covered 9.29% of non‑performing loans.
Stockholders’ equity increased to $142.0 million, supported by earnings and positive other comprehensive income, with an average equity‑to‑assets ratio of 16.20%. The company also highlighted a pending acquisition of GSL Savings Bank, which had $151.2 million of assets, $119.7 million of loans and $120.4 million of deposits as of June 30, 2026; the merger is expected to close in the second half of 2026, subject to regulatory and member approvals.
Bogota Financial Corp., holding company for Bogota Savings Bank, reported improved profitability for the three and six months ended June 30, 2026. Net income for the quarter was $748,000, or $0.06 per basic and diluted share, up from $224,000, or $0.02, a year earlier. For the six-month period, net income was $1.5 million, or $0.12 per share, compared with $955,000, or $0.08, in the prior-year period.
Net interest income rose to $3.8 million for the quarter and $8.3 million year-to-date, as net interest margin expanded to 1.94% for the quarter and 2.06% for the first half of 2026. Quarterly non-interest income nearly doubled to $661,000, aided by a $300,000 insurance recovery, while non-interest expenses declined versus the prior year, improving the efficiency ratio.
Total assets decreased to $875.0 million as deposits fell 12.0% to $574.2 million and Federal Home Loan Bank advances increased to $141.0 million. Non-performing assets rose to $25.9 million, or 2.96% of total assets, with the allowance for credit losses at 0.40% of total loans. The company repurchased 230,544 shares for $2.0 million under its stock buyback program and entered into an agreement to acquire GSL Bank.
Bogota Financial Corp. reported board determinations following a shareholder advisory vote on how often to hold say-on-pay votes. At the May 14, 2026 Annual Meeting, stockholders cast a Say-on-Pay Frequency Vote and, on a non-binding basis, expressed a preference for a three-year cycle. The board had recommended, and after considering this feedback has decided to maintain, an annual advisory vote on the compensation of named executive officers, which it states it believes is in the best interests of the company and stockholders. The next advisory vote on executive compensation, and another Say-on-Pay Frequency Vote, are expected at the 2027 Annual Meeting of Stockholders.
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.