Robert Walsh retirement and consulting deal at Bogota Financial (NASDAQ: BSBK)

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Pro-rated incentive payment: $15,000 Consulting fee: $10,000 per month Retirement notice date: March 25, 2026 +2 more

5 metrics

Pro-rated incentive payment $15,000 Lump sum within 60 days after March 31, 2026 retirement date

Consulting fee $10,000 per month Consulting services through July 2026

Retirement notice date March 25, 2026 Date Walsh notified company and bank of intention to retire

Retirement effective date March 31, 2026 Effective retirement date and Agreement execution date

Non-solicitation period One year Post-employment non-solicitation of employees and customers

Key Terms

Retirement and Consulting Agreement, general release of claims, non-solicitation restrictions, confidentiality provisions

4 terms

Retirement and Consulting Agreement financial

"On March 31, 2026, the Bank entered into a Retirement and Consulting Agreement (the “Agreement”) with Mr. Walsh."

general release of claims regulatory

"These payments and benefits are in exchange for Mr. Walsh signing and not revoking a general release of claims against the Bank and the Company."

non-solicitation restrictions regulatory

"The Agreement also contains certain post-employment obligations, including non-solicitation restrictions of employees and customers of the Bank for one-year following the retirement date"

confidentiality provisions regulatory

"and standard confidentiality provisions."

Understanding 8-K Material Events →

false0001787414NASDAQ00017874142026-03-252026-03-25

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): March 25, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers

On March 25, 2026, Robert Walsh, Executive Vice President and Chief Lending Officer of Bogota Savings Bank (the “Bank”), the wholly owned subsidiary of Bogota Financial Corp. (the “Company”), notified the Company and the Bank of his intention to retire from his position with the Bank, effective March 31, 2026.

On March 31, 2026, the Bank entered into a Retirement and Consulting Agreement (the “Agreement”) with Mr. Walsh.  Pursuant to the Agreement, Mr. Walsh’s retirement is effective March 31, 2026. The Agreement provides that, within 60 days following the retirement date, Mr. Walsh will receive a lump sum payment of $15,000, which represents his annual incentive pay for 2026 pro-rated through the first quarter of the year.  In addition, Mr. Walsh’s unvested stock options will immediately vest, and Mr. Walsh will be permitted to exercise his stock options at any time during the stock options’ original ten-year term.  These payments and benefits are in exchange for Mr. Walsh signing and not revoking a general release of claims against the Bank and the Company.  Mr. Walsh has agreed to provide consulting services under the Agreement for a fee of $10,000 per month through July 2026.  The Agreement also contains certain post-employment obligations, including non-solicitation restrictions of employees and customers of the Bank for one-year following the retirement date, and standard confidentiality provisions.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is 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

10.1 Retirement and Consulting Agreement between Bogota Savings Bank and Robert Walsh, dated March 31, 2026.

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: March 31, 2026	By:       /s/ Kevin Pace
	Kevin Pace
	President and Chief Executive Officer

FAQ

What executive change did Bogota Financial Corp. (BSBK) disclose?

Bogota Financial Corp. disclosed that Robert Walsh, Executive Vice President and Chief Lending Officer of Bogota Savings Bank, plans to retire effective March 31, 2026. His departure is paired with a Retirement and Consulting Agreement outlining compensation, stock option treatment, and short-term consulting services.

What are the key financial terms of Robert Walsh’s retirement from BSBK?

Robert Walsh will receive a lump-sum payment of $15,000 within 60 days after March 31, 2026. This payment represents his 2026 annual incentive pay pro-rated through the first quarter, alongside immediate vesting and continued exercisability of his existing stock options.

What consulting arrangement did Bogota Savings Bank agree to with Robert Walsh?

Bogota Savings Bank agreed that Robert Walsh will provide consulting services through July 2026 for a fee of $10,000 per month. This short-term consulting role follows his retirement as Executive Vice President and Chief Lending Officer and is part of the overall Retirement and Consulting Agreement.

How are Robert Walsh’s stock options treated in the BSBK agreement?

Under the Retirement and Consulting Agreement, Mr. Walsh’s unvested stock options immediately vest as of his retirement. He is permitted to exercise these stock options at any time during their original ten-year term, rather than losing rights due to retirement.

What restrictive covenants apply to Robert Walsh after leaving Bogota Savings Bank?

After retirement, Robert Walsh is subject to non-solicitation restrictions covering employees and customers of Bogota Savings Bank for one year. The agreement also includes standard confidentiality provisions and requires him to sign and not revoke a general release of claims against the bank and company.

When does Robert Walsh’s retirement from Bogota Savings Bank become effective?

Robert Walsh’s retirement from his role as Executive Vice President and Chief Lending Officer of Bogota Savings Bank is effective March 31, 2026. He notified Bogota Financial Corp. and the bank of his intention to retire on March 25, 2026, leading to the subsequent Retirement and Consulting Agreement.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-10 RETIREMENT AND CONSULTING AGREEMENT BETWEEN BOGOTA SAVINGS BANK AND ROBERT WALSH 40.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB