Bogota Financial (BSBK) plans GSL merger, boosting assets toward $1.0B

Rhea-AI Filing Summary

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.

Positive

• Accretive financial impact: The transaction is expected to be accretive to Bogota Financial’s 2026 net income, earnings per share and fully converted tangible book value, while increasing consolidated assets from approximately $877.2 million to about $1.0 billion.

Negative

• None.

Insights

Bank M&A and valuation analyst

Community bank merger targets $1.0B asset scale with stated earnings accretion.

Bogota Financial plans to merge GSL Savings Bank into Bogota Savings Bank, lifting consolidated assets from about $877.2 million to roughly $1.0 billion. The structure keeps consideration within the mutual holding company via new common shares issued at GSL’s independently appraised fair value.

The companies state the deal should be accretive to 2026 net income and earnings per share, and to fully converted tangible book value, suggesting expected cost savings and revenue benefits. A detailed integration plan is not outlined here, and actual results will depend on execution, credit performance and the interest rate environment highlighted in the forward-looking risk factors.

Leadership continuity is supported by appointing GSL’s CEO, Frank Giancola, as Executive Vice President and Chief Operating Officer with a defined two-year agreement. Termination and expense-reimbursement provisions, including up to $400,000 of reimbursable transaction expenses and a $750,000 termination fee in certain scenarios, align incentives to complete the merger while compensating the non-breaching party if it fails.

8-K Event Classification

4 items: 1.01, 5.02, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Current consolidated assets: $877.2 million Projected assets post-merger: approximately $1.0 billion Expense reimbursement cap: $400,000 +5 more

8 metrics

Current consolidated assets $877.2 million Bogota Financial consolidated assets at March 31, 2026

Projected assets post-merger approximately $1.0 billion Expected Bogota Financial consolidated assets after GSL merger

Expense reimbursement cap $400,000 Maximum transaction expenses reimbursable upon willful or intentional breach

Termination fee $750,000 Payable by GSL Savings Bank under certain termination circumstances

Executive base salary $250,000 per year Base salary for Frank Giancola as EVP and COO of Bogota Savings Bank

Bonus opportunity no less than 20% of base salary Annual bonus opportunity for Frank Giancola under employment agreement

COBRA benefit period 12 months Monthly cash payments equal to COBRA premiums after qualifying termination

Non-compete maximum duration 27 months Non-compete restrictions following the effective date of the merger

Key Terms

Agreement and Plan of Merger, mutual holding company, termination fee, COBRA, +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GSL Savings Bank"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

mutual holding company financial

"Bogota Financial, MHC, the Company’s mutual holding company parent (the “MHC”)"

A mutual holding company is a corporate structure where an organization that is owned by its members or policyholders creates a stock company underneath it, so shares can be sold while the original member-owned entity remains the parent. For investors, it matters because it changes who can buy stock, how control and voting are split, and the potential for future share sales or dilution—like a club setting up a store it can sell shares in while the club itself keeps overall control.

termination fee financial

"requires GSL Savings Bank to pay the Bogota Entities a termination fee of $750,000"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

COBRA financial

"monthly premiums to continue Mr. Giancola’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

change in control financial

"If a qualifying termination event occurs on or after a “change in control” (as defined in the employment agreement)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

forward-looking statements regulatory

"This press release contains certain forward-looking statements about Bogota Financial, Bogota and GSL."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

false 0001787414 0001787414 2026-05-31 2026-05-31

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): May 31, 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 1.01 Entry into a Material Definitive Agreement

On May 31, 2026, Bogota Financial Corp. (the “Company”), the parent company of Bogota Savings Bank (the “Bank”), and Bogota Financial, MHC, the Company’s mutual holding company parent (the “MHC” and, together with the Company and the Bank, the “Bogota Entities”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GSL Savings Bank, pursuant to which GSL Savings Bank will merge with and into the Bank, with the Bank as the surviving institution (the “Merger”).

Under the terms of the Merger Agreement, depositors of GSL Savings Bank will become depositors of the Bank and will have the same rights and privileges in the MHC as if their accounts had been established at the Bank on the date established at GSL Savings Bank. As part of the transactions contemplated by the Merger Agreement, at the effective time of the Merger, the Company will issue additional shares of its common stock to the MHC in an amount equal to the fair value of GSL Savings Bank as determined by an independent appraiser.

The Merger Agreement has been unanimously approved by the Boards of Directors of each of the Company and the Bank, the Board of Trustees of the MHC and the Board of Directors of GSL Savings Bank. Subject to the receipt of all required regulatory and other approvals, and the satisfaction or waiver of other customary closing conditions, the parties currently anticipate that the transactions contemplated by the Merger Agreement will close in the second half of 2026.

The Merger Agreement contains customary representations and warranties from the Bogota Entities and GSL Savings Bank, each with respect to their respective businesses. Each party has also agreed to customary covenants, including, among others, covenants relating to the conduct of its business during the interim period between the execution of the Merger Agreement and the effective time of the Merger. Under the Merger Agreement, GSL Savings Bank has agreed that, subject to certain exceptions, it will not, and will cause its representatives not to, solicit, initiate, encourage or take any action to facilitate (including by providing non-public information) any inquiries or proposals with respect to any third-party acquisition proposals. The Merger Agreement provides certain termination rights for each of the Bogota Entities and GSL Savings Bank, and further provides that if the Merger Agreement is terminated as a result of either party’s willful or intentional breach of the terms of the Merger Agreement, then the breaching party will reimburse the non-breaching party for its transaction expenses up to $400,000. The Merger Agreement also requires GSL Savings Bank to pay the Bogota Entities a termination fee of $750,000 if the Merger Agreement is terminated under certain circumstances.

As described above, the consummation of the Merger is subject to customary closing conditions, including, but not limited to, (1) receipt of all required regulatory and other approvals and (2) the absence of any law or order prohibiting the closing. In addition, each party’s obligation to consummate the Merger is subject to certain other customary conditions, including (1) the accuracy of the representations and warranties of the other party subject to certain materiality standards and (2) compliance in all material respects by the other party with its covenants.

The Merger Agreement includes customary representations, warranties and covenants of the Bogota Entities and GSL Savings Bank made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Merger Agreement and are not intended to provide factual, business or financial information about the Bogota Entities or GSL Savings Bank. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or different from what a shareholder might view as material, may have been used for purposes of allocating risk between the Bogota Entities and GSL Savings Bank rather than establishing matters of fact, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to the Merger Agreement.

The foregoing description of the Merger Agreement is included to provide information regarding its terms and does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

In connection with the Merger Agreement, the Bank has entered into an employment agreement with Frank Giancola, President and Chief Executive Officer of GSL Savings Bank, pursuant to which Mr. Giancola will become Executive Vice President and Chief Operating Officer of the Bank. The employment agreement becomes effective, and is contingent, upon the completion of the Merger.

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

As disclosed above, the Bank and Mr. Giancola have entered into an employment agreement that will become effective as of, and be contingent on, the closing of the Merger. The employment agreement is for a two-year term commencing on the effective date of the Merger and sets forth the terms and conditions of Mr. Giancola’s employment with the Bank following the closing of the Merger.

The employment agreement provides for a base salary of $250,000 per year, which may be increased, but not decreased, during the term. In addition, Mr. Giancola will be eligible for an annual bonus opportunity of no less than 20% of his base salary. Mr. Giancola will also be entitled to participate in the employee benefit plans that the Bank offers to senior management.

The Bank may terminate Mr. Giancola’s employment with or without “cause” (as defined in the employment agreement) at any time, and Mr. Giancola may resign with or without “good reason” (as defined in the employment agreement) at any time. If Mr. Giancola’s employment is terminated by the Bank without cause (other than due to death or disability) or if Mr. Giancola voluntary resigns for “good reason” (in either case a “qualifying termination event”), the employment agreement provides that the Bank will pay Mr. Giancola a cash severance payment equal to his base salary for the remaining term of the employment agreement payable in bi-weekly installments. In addition, Mr. Giancola will be entitled to receive 12 consecutive monthly cash payments equal to the cost of the monthly premiums to continue Mr. Giancola’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Such payments are contingent on Mr. Giancola signing and not revoking a general waiver and release of claims acceptable to the Bank.

If a qualifying termination event occurs on or after a “change in control” (as defined in the employment agreement) of the Bank or the Company, Mr. Giancola will be entitled to a lump sum severance payment, payable within 30 days of the qualifying termination, equal to his (1) annual base salary in effect as of the date of his termination or immediately prior to the change in control, whichever is higher; and (2) the average annual cash bonus earned for the three most recently completed performance periods prior to the change in control. In addition, Mr. Giancola will be entitled to receive 12 consecutive monthly cash payments equal to the cost of the monthly premiums to continue Mr. Giancola’s health insurance coverage under COBRA.

The employment agreement contains confidentiality provisions, non-solicit of employees and customers restrictions for one year following termination of employment, and non-compete restrictions that expire no later than 27 months following the effective date of the Merger. Such restrictions are not applicable to a termination of employment occurring in connection with or subsequent to a change in control.

The foregoing summary of the terms and conditions of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the employment agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 8.01 Other Events

On June 1, 2026, the Company and GSL Savings Bank issued a joint press release announcing that the Bogota Entities and GSL Savings Bank had entered into the Merger Agreement. The joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements about the Bogota Entities and GSL Savings Bank. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” “project” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: (1) the businesses of the Bank and GSL Savings Bank may not be combined successfully, or such combination may take longer than expected; (2) the cost savings from the merger may not be fully realized or may take longer than expected to be realized; (3) operating costs, customer loss and business disruption following the merger may be greater than expected; (4) higher than expected transaction expenses in the merger or unexpected events; (5) regulatory approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with regulatory approvals of the merger or

otherwise; (6) the integration of operations, systems and personnel may not be as successfully achieved as expected; (7) changes in the interest rate environment; (8) the risks associated with continued diversification of assets and adverse changes to credit quality; (9) general economic conditions and increased competitive pressure; (10) conditions within the securities markets; (11) changes in legislation, regulations and policies; (12) the imposition of tariffs or other domestic or international governmental policies and retaliatory responses; (13) the impact of a potential federal government shutdown; and (14) the current or anticipated impact of military conflict, terrorism or other geopolitical events. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov).

None of the Bogota Entities or GSL Savings Bank undertake an obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this Current Report on Form 8-K.

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
2.1		Agreement and Plan of Merger, dated as of May 31, 2026, by and among Bogota Financial, MHC, Bogota Financial Corp., Bogota Savings Bank and GSL Savings Bank*
10.1		Employment Agreement, dated May 31, 2026, by and between Bogota Savings Bank and Frank Giancola
99.1		Press release dated June 1, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Except as otherwise noted in this Current Report on Form 8-K, schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

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: June 1, 2026				By:		/s/ Kevin Pace
						Kevin Pace
						President and Chief Executive Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

BOGOTA SAVINGS BANK AND GSL SAVINGS BANK TO MERGE

TEANECK, NEW JERSEY AND GUTTENBERG, NEW JERSEY, June 1, 2026 — Bogota Financial Corp. (“Bogota Financial”) (Nasdaq: BSBK), the holding company for Bogota Savings Bank (“Bogota”), and GSL Savings Bank (“GSL”) today announced the execution of a merger agreement pursuant to which GSL will merge with and into Bogota. The merger is expected to increase Bogota Financial’s consolidated assets from approximately $877.2 million at March 31, 2026 to approximately $1.0 billion.

At the effective time of the merger, Frank Giancola, President and Chief Executive Officer of GSL, will become the Executive Vice President and Chief Operating Officer of Bogota.

Under the terms of the Merger Agreement, depositors of GSL will become depositors of Bogota and will have the same rights and privileges in Bogota Financial, MHC (the “MHC”), as if their accounts had been established in Bogota on the date established at GSL. As part of the transaction, Bogota Financial will issue shares of its common stock to the MHC in an amount equal to the fair value of GSL as determined by an independent appraisal. These shares are expected to be issued immediately prior to completion of the merger.

Kevin Pace, President and Chief Executive Officer of Bogota, stated “We are excited to welcome and partner with GSL. We already share a rich history of serving our community for more than 100 years. This allows us to expand our ability to deliver personalized service and enhanced financial solutions while preserving the community-focused banking relationships that define us. We look forward to providing greater opportunities for local businesses and families to grow and thrive.”

“We are very pleased to join Bogota Savings Bank,” said Frank Giancola, President and Chief Executive Officer of GSL. “We believe our customers will benefit from this partnership through increased branch locations and a broader array of products and services while still preserving the personal attention and excellent service that are the hallmarks of a local, community bank.”

The transaction, which has been unanimously approved by the Boards of Directors of each of the Bogota Financial and Bogota, the Board of Trustees of the MHC and the Board of Directors of GSL, is expected to close in the second half of 2026. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals.

On a pro forma basis, the transaction is expected to be accretive to Bogota Financial’s 2026 net income and earnings per share, inclusive of the shares issued to the MHC. The transaction is projected to be accretive to fully converted tangible book value.

Bogota was advised in this transaction by the investment banking firm of Piper Sandler & Co. and represented by the law firm Luse Gorman, PC. GSL was represented by the law firm Silver, Freedman, Taff and Tiernan LLP.

About Bogota

Bogota Financial Corp. is a Maryland corporation organized as the mid-tier holding company of Bogota Savings Bank and is the majority-owned subsidiary of Bogota Financial, MHC. Bogota Savings Bank is a New Jersey chartered stock savings bank that has served the banking needs of its customers in northern and central New Jersey since 1893. It operates from seven offices located in Bogota, Hasbrouck Heights, Upper Saddle River, Newark, Oak Ridge, Parsippany and Teaneck, New Jersey and operates a loan production office in Spring Lake, New Jersey.

About GSL

Founded in 1907, GSL Savings Bank is a New Jersey-chartered mutual savings bank with locations in Guttenberg and Fairview, New Jersey. GSL Savings Bank provides a variety of personal and business banking products and services to its customers.

Forward-Looking Statements

This press release contains certain forward-looking statements about Bogota Financial, Bogota and GSL. Forward-looking statements include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” “project” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. The following factors, among others, could cause actual results to differ materially from the anticipated results expressed in the forward-looking statements: (1) the businesses of Bogota and GSL may not be combined successfully, or such combination may take longer than expected; (2) the cost savings from the merger may not be fully realized or may take longer than expected to be realized; (3) operating costs, customer loss and business disruption following the merger may be greater than expected; (4) higher than expected transaction expenses in the merger or unexpected events; (5) regulatory approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with regulatory approvals of the merger or otherwise; (6) the integration of operations, systems and personnel may not be as successfully achieved as expected; (7) changes in the interest rate environment; (8) the risks associated with continued diversification of assets and adverse changes to credit quality; (9) general economic conditions and increased competitive pressure; (10) conditions within the securities markets; (11) changes in legislation, regulations and policies; (12) the imposition of tariffs or other domestic or international governmental policies and retaliatory responses; (13) the impact of a potential federal government shutdown; and (14) the current or anticipated impact of military conflict, terrorism or other geopolitical events. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Bogota Financial’s reports (such as the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available at the SEC’s Internet website (www.sec.gov).

Neither Bogota nor GSL undertakes an obligation to revise these forward-looking statements or to reflect events or circumstances after the date of this press release.

Contact Information

For Bogota Financial Corp.:

Kevin Pace

President and Chief Executive Officer

(201) 862-0660

For GSL Savings Bank:

Frank Giancola

President and Chief Executive Officer

(201) 869-9300

FAQ

What merger did Bogota Financial Corp. (BSBK) announce with GSL Savings Bank?

Bogota Financial Corp. agreed to merge GSL Savings Bank into Bogota Savings Bank, with Bogota as the surviving institution. The deal has unanimous board approvals and is subject to regulatory approvals and other customary closing conditions before it can be completed.

How will the GSL Savings Bank merger affect Bogota Financial’s asset size?

The merger is expected to increase Bogota Financial’s consolidated assets from approximately $877.2 million at March 31, 2026 to about $1.0 billion. This moves the company toward a larger community bank scale while keeping its focus on New Jersey markets.

How is Bogota Financial compensating GSL in the merger transaction?

Bogota Financial will issue additional shares of its common stock to its mutual holding company in an amount equal to the fair value of GSL, as determined by an independent appraisal. No cash consideration terms are described in the provided text.

When is the Bogota Financial and GSL Savings Bank merger expected to close?

The merger is expected to close in the second half of 2026. Completion depends on receiving required regulatory and other approvals and satisfying or waiving customary closing conditions outlined in the merger agreement.

What role will GSL CEO Frank Giancola have after the Bogota Financial merger?

At the effective time of the merger, GSL CEO Frank Giancola will become Executive Vice President and Chief Operating Officer of Bogota Savings Bank under a two-year employment agreement that includes a $250,000 base salary and an annual bonus opportunity of at least 20%.

Is the Bogota Financial–GSL merger expected to be financially accretive?

Yes. On a pro forma basis, the transaction is expected to be accretive to Bogota Financial’s 2026 net income and earnings per share, inclusive of the shares issued to the mutual holding company, and accretive to fully converted tangible book value.

What termination protections exist in the Bogota Financial and GSL merger agreement?

If the merger agreement is terminated due to a party’s willful or intentional breach, the breaching party must reimburse the other’s transaction expenses up to $400,000. In certain circumstances, GSL must also pay the Bogota entities a $750,000 termination fee under the agreement.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 11.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 68.6 KB

Other Documents

• EX-2.1 EX-2.1 294.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB