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Bogota Financial Corp. 8-K Filings

BSBK NASDAQ

Every 8-K that Bogota Financial Corp. (BSBK) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BSBK and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BSBK filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI 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.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI 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.

Rhea-AI Summary

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.

Rhea-AI Summary

Bogota Financial Corp. (BSBK) furnished an 8-K announcing financial results for the three and nine months ended September 30, 2025. The company issued a press release on November 3, 2025, and attached it as Exhibit 99.1. The Item 2.02 information is furnished and not deemed filed under Section 18 of the Exchange Act, nor incorporated by reference under the Securities Act.

Rhea-AI 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.