[8-K] Bogota Financial Corp. Reports Material Event

Rhea-AI Filing Summary

Bogota Financial Corp. announced that regulators approved a stock repurchase program authorizing the company to buy up to 237,590 shares of its common stock, representing approximately 5% of outstanding common stock (excluding shares held by Bogota Financial, MHC). This marks the company's sixth repurchase program and may be executed through open-market purchases, private transactions or under a Rule 10b5-1 trading plan.

The filing incorporates a press release as an exhibit for additional detail. The repurchase authority provides the company flexibility to return capital to shareholders and could reduce share count if executed, but the filing does not specify timing, funding source or limits on daily/periodic purchases.

Positive

• Regulatory approval obtained to repurchase up to 237,590 shares, about 5% of outstanding common stock (excl. MHC-held shares)
• Program is the company's sixth repurchase program, indicating a repeated capital-return practice
• Repurchases may be executed via open-market, private transactions or Rule 10b5-1 plans, giving execution flexibility

Negative

• Filing does not specify timing or funding source for the repurchases, limiting visibility into near-term capital allocation
• No information provided on maximum daily/periodic purchase limits or impact on regulatory capital

Insights

Financial Analyst

TL;DR: Regulatory approval for a 5% repurchase (237,590 shares) is potentially accretive and signals capital-return flexibility.

The approved repurchase of 237,590 shares (~5%) is a meaningful sized program for a regional bank holding company and could be accretive to earnings per share if executed. Allowing open-market, private transactions or Rule 10b5-1 plans gives management flexibility to time purchases. This is the firm's sixth program, which suggests a recurring capital-return policy. Absent details on funding or execution timeline, the market impact depends on how quickly and materially the company repurchases shares.

Corporate Governance Expert

TL;DR: Board-approved repurchase authority with regulatory clearance is standard governance practice; execution details will determine shareholder impact.

The filing confirms board authorization and regulatory approval to repurchase up to 237,590 shares, with repurchases permitted under common mechanisms including Rule 10b5-1 plans. From a governance perspective, the program aligns with shareholder-return policies. However, the filing omits specifics on repurchase funding, caps by period, or hedging restrictions, which are relevant for assessing governance prudence and potential effects on capital adequacy and stakeholder interests.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 12, 2025

Bogota Financial Corp.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-39180		84-3501231
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)
819 Teaneck Road, Teaneck, New Jersey				07666
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code: (201) 862-0660

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01		BSBK		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On August 12, 2025, Bogota Financial Corp. (the “Company”), the holding company for Bogota Savings Bank, announced that it has received regulatory approval for the repurchase of up to 237,590 shares of its common stock, which is approximately 5% of its outstanding common stock (excluding shares held by Bogota Financial, MHC), as previously approved by the board of directors of the Company.  This is the Company’s sixth stock repurchase program.

Shares may be repurchased in open market or private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission.

For additional information, reference is made to the Company’s press release dated August 12, 2025, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.  Not applicable.

(b) Pro Forma Financial Information.  Not applicable.

(c) Shell Company Transactions.  Not applicable.

(d) Exhibits.

Exhibit No. Description

99.1 Press release dated August 12, 2025.

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101).

.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BOGOTA FINANCIAL CORP.
DATE: August 12, 2025	By:      /s/ Kevin Pace
	Kevin Pace
	President and Chief Executive Officer

FAQ

What did Bogota Financial (BSBK) announce in this 8-K?

The company announced regulatory approval to repurchase up to 237,590 shares of its common stock, approximately 5% of outstanding shares (excluding shares held by Bogota Financial, MHC).

How can Bogota Financial (BSBK) buy the shares under the program?

Repurchases may be made in the open market, through private transactions, or pursuant to a Rule 10b5-1 trading plan.

Is this a new or recurring repurchase program for BSBK?

This is the company's sixth stock repurchase program, indicating it has conducted repurchases previously.

Does the filing state when repurchases will occur?

No. The filing does not disclose a specific timing, schedule, or funding source for executing the repurchases.

Where can I find the company press release mentioned in the filing?

The filing references a press release incorporated as Exhibit 99.1, which provides additional details.