Filing Analysis
Bogota Financial Corp. filed an 8-K to announce the release of its financial results for the three and six months ended June 30, 2026.
📋 Key Facts
- Reporting period: Three and six months ended June 30, 2026.
- Filing date: July 30, 2026.
- The filing includes a press release (Exhibit 99.1) detailing the results of operations and financial condition.
Bogota Financial Corp. is reporting the results of a non-binding 'Say-on-Pay' frequency vote held during its May 14, 2026, Annual Meeting. Despite stockholders expressing a preference for a three-year voting frequency, the Board has decided to maintain an annual voting cycle.
🚩 Red Flags
- Governance friction: The Board's decision to override a non-binding stockholder preference regarding executive compensation frequency may indicate potential misalignment between management and shareholders.
📋 Key Facts
- Annual Meeting of Stockholders was held on May 14, 2026.
- Stockholders voted in favor of holding advisory compensation votes every three years (non-binding).
- The Board of Directors has officially decided to ignore the advisory preference and continue holding Say-on-Pay votes every year.
- The next scheduled advisory vote is expected at the 2027 Annual Meeting.
Bogota Financial Corp. has entered into a definitive Agreement and Plan of Merger to acquire GSL Savings Bank. The transaction involves the issuance of common stock based on a fair value determination by an independent appraiser, with an expected closing in the second half of 2026.
🚩 Red Flags
- Dilution risk: The acquisition is funded via the issuance of additional common stock, which will dilute existing shareholders.
- Multiple 8-K items: The filing contains items 1.01, 5.02, 8.01, and 9.01.
📋 Key Facts
- Merger Agreement signed on May 31, 2026, between Bogota Entities and GSL Savings Bank.
- Payment structure: Company will issue additional shares of common stock to the MHC equal to the fair value of GSL Savings Bank.
- Closing timeline: Anticipated in the second half of 2026, subject to regulatory approvals.
- Termination fees: GSL Savings Bank must pay $750,000 if terminated under certain circumstances; breaching parties may reimburse transaction expenses up to $400,000.
- Executive Hire: Frank Giancola (CEO of GSL) will become EVP and COO of the Bank with a base salary of $250,000 and a minimum 20% bonus opportunity.
Bogota Financial Corp. disclosed the results of its 2026 Annual Meeting, where shareholders elected two directors and ratified the company's independent auditor. The meeting also included advisory approval of executive compensation and a preference for a three-year frequency for future say-on-pay votes.
📋 Key Facts
- Election of Peter T. Donnelly and John Masterson to the Board of Directors for three-year terms.
- Ratification of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Advisory approval of executive compensation with 10,790,223 votes in favor.
- Stockholders voted in favor of holding future advisory votes on executive compensation every three years (8,973,360 votes vs 2,156,831 for one year).
Bogota Financial Corp. reported its financial results for the first quarter ended March 31, 2026. The announcement was made through a press release issued on May 6, 2026, and filed under Item 2.02.
📋 Key Facts
- Financial results cover the three months ended March 31, 2026
- Bogota Financial Corp. is the holding company for Bogota Savings Bank
- The filing includes a press release as Exhibit 99.1
- The report was signed by Brian McCourt, EVP and CFO
Robert Walsh, Executive Vice President and Chief Lending Officer of Bogota Savings Bank, retired effective March 31, 2026. The company entered into a retirement and consulting agreement to ensure a transition period through July 2026.
📋 Key Facts
- Robert Walsh notified the company of his retirement on March 25, 2026.
- The retirement became effective on March 31, 2026.
- Walsh will receive a $15,000 lump sum payment for pro-rated 2026 incentive pay.
- Unvested stock options will immediately vest and remain exercisable for their original ten-year term.
- Walsh will provide consulting services for $10,000 per month through July 2026.
- The agreement includes a one-year non-solicitation restriction for employees and customers.
Bogota Financial Corp. issued an 8-K to announce its financial results for the three and twelve months ended December 31, 2025.
📋 Key Facts
- Reporting period: Three and twelve months ended December 31, 2025.
- Report date: February 13, 2026.
- The filing includes a press release (Exhibit 99.1) detailing the financial results.
Bogota Financial Corp. filed an 8-K to announce its quarterly financial results for the three and nine months ended September 30, 2025.
📋 Key Facts
- Reporting period: Three and nine months ended September 30, 2025.
- Filing date: November 3, 2025.
- The filing includes a press release (Exhibit 99.1) regarding the financial results.
Bogota Financial Corp. announced it has received regulatory approval to repurchase up to 237,590 shares of its common stock, representing approximately 5% of outstanding shares. This marks the company's sixth such repurchase program.
📋 Key Facts
- Regulatory approval received for share repurchase on August 12, 2025.
- Repurchase amount: up to 237,590 shares of common stock.
- Percentage of outstanding common stock (excluding MHC): approximately 5%.
- This is the company's sixth stock repurchase program.
- Repurchases may occur via open market, private transactions, or Rule 10b5-1 trading plans.
Bogota Financial Corp. filed an 8-K to announce the release of its financial results for the three and six months ended June 30, 2025.
📋 Key Facts
- Reporting period: Three and six months ended June 30, 2025.
- Filing date: July 31, 2025.
- The filing includes a press release (Exhibit 99.1) announcing the financial results.
Bogota Financial Corp. held its Annual Meeting of Stockholders on May 20, 2025. The filing reports the election of two directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting of Stockholders held on May 20, 2025.
- William Hanson elected to the Board of Directors for a three-year term (10,105,504 votes 'For').
- John G. Reiner elected to the Board of Directors for a three-year term (9,980,835 votes 'For').
- S.R. Snodgrass, P.C. ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2025.
Bogota Financial Corp. filed an 8-K to announce the release of its financial results for the first quarter ended March 31, 2025.
📋 Key Facts
- Reporting period: Three months ended March 31, 2025
- Report date: April 30, 2025
- The filing includes a press release (Exhibit 99.1) detailing the results of operations and financial condition.
Bogota Financial Corp. issued an 8-K to announce its financial results for the three and twelve months ended December 31, 2024. The filing serves as a formal announcement of the company's year-end performance via a press release.
📋 Key Facts
- Reporting period: Three and twelve months ended December 31, 2024.
- Report date (earliest event): February 14, 2025.
- Filing date: February 18, 2025.
- The filing includes a press release as Exhibit 99.1 regarding the financial results.
This is an amendment to a previously filed 8-K, primarily intended to correct a clerical error by removing an inadvertently included exhibit. The filing also confirms the appointment of Peter T. Donnelly to the Board of Directors and Audit/IT Committees.
🚩 Red Flags
- None identified in this amendment.
📋 Key Facts
- Amendment No. 1 filed on February 3, 2025, to remove Exhibit 99.1 from the Initial 8-K dated January 30, 2025.
- Peter T. Donnelly appointed to the Board of Directors effective March 26, 2025.
- Mr. Donnelly will serve on the Audit Committee and IT Committee.
Bogota Financial Corp. announced the appointment of Peter T. Donnelly to its Board of Directors, effective March 26, 2025. Mr. Donnelly will also serve on the Audit and IT Committees.
📋 Key Facts
- Peter T. Donnelly appointed to the Board of Directors.
- Appointment is effective March 26, 2025.
- Mr. Donnelly will serve on the Audit Committee and the IT Committee.
- No related-party transactions or special arrangements were disclosed regarding this appointment.
Bogota Financial Corp. (via its subsidiary Bogota Savings Bank) completed a sale-leaseback transaction of three branch offices to MountainSeed Real Estate Services, LLC for $12.5 million. The transaction resulted in a pre-tax gain of approximately $9.0 million and involves 15-year lease agreements for the same properties.
🚩 Red Flags
- Increased fixed operating expenses (rent) in exchange for immediate liquidity.
📋 Key Facts
- Sale price for three branch offices: ~$12.5 million cash.
- Transaction type: Sale-leaseback with MountainSeed Real Estate Services, LLC.
- Realized pre-tax gain on sale: ~$9.0 million.
- New lease terms: 15-year initial term with renewal options.
- Projected first-year rent expense: ~$1.0 million.
- The bank will continue to operate from these locations and will not exit any markets.
Bogota Financial Corp. issued a correction to its financial results for the three and nine months ended September 30, 2024. The company identified an understatement of interest expense on deposits totaling $300,000 due to misstated rates on certain certificates of deposit.
🚩 Red Flags
- Restatement of previously released financial results.
- Error in interest expense reporting suggests potential weaknesses in internal controls over financial reporting (ICFR).
📋 Key Facts
- The error pertains to the three and nine months ended September 30, 2024.
- Interest expense on deposits was understated by $300,000 in the original earnings release.
- The misstatement was caused by incorrect rates applied to certain certificates of deposit (CDs).
- A Revised Earnings Release was issued after market close on November 1, 2024.
Bogota Financial Corp. filed an 8-K to announce the release of its financial results for the three and six months ended June 30, 2024.
📋 Key Facts
- Reporting period: Three and six months ended June 30, 2024.
- Report date: July 31, 2024.
- Filing date: August 1, 2024.
- The filing includes a press release as Exhibit 99.1 regarding financial results.
Bogota Financial Corp. held its Annual Meeting of Stockholders on May 16, 2024. The meeting resulted in the election of Kevin Pace to the Board of Directors and the ratification of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
📋 Key Facts
- Annual Meeting held on May 16, 2024.
- Kevin Pace elected to the Board of Directors (term: three years or until successor is qualified).
- S.R. Snodgrass, P.C. ratified as independent registered public accounting firm for FY ending Dec 31, 2024.
- Voting results for Kevin Pace: 11,294,725 For; 332,274 Withhold; 946,444 Broker Non-Votes.
- Voting results for Auditor ratification: 12,317,579 For; 212,105 Against; 43,759 Abstentions.
Bogota Financial Corp. filed an 8-K to announce the release of its financial results for the first quarter ended March 31, 2024.
📋 Key Facts
- Reporting period: Three months ended March 31, 2024.
- Report date: April 30, 2024.
- The filing includes a press release (Exhibit 99.1) regarding the results of operations and financial condition.
Bogota Financial Corp. has received regulatory approval to repurchase up to 237,090 shares of its common stock, representing approximately 5% of outstanding shares. This marks the company's fifth such stock repurchase program.
📋 Key Facts
- Repurchase authorization: Up to 237,090 shares of common stock.
- Percentage of ownership: Approximately 5% of outstanding common stock (excluding MHC holdings).
- Execution method: Open market, private transactions, or Rule 10b5-1 trading plans.
- Historical context: This is the company's fifth stock repurchase program.
Bogota Financial Corp. announced the completion of its fourth stock repurchase program on February 29, 2024. The company repurchased approximately 5% of its outstanding common stock at an average price of $7.63 per share.
📋 Key Facts
- Repurchase program completed on February 29, 2024.
- Total shares repurchased: Up to 249,920 shares (approx. 5% of outstanding common stock).
- Average repurchase price: $7.63 per share.
- This marks the company's fourth such repurchase program.
Bogota Financial Corp. issued an 8-K to announce the release of its financial results for the three and twelve months ended December 31, 2023.
📋 Key Facts
- Reporting period: Three and twelve months ended December 31, 2023.
- Report date: February 6, 2024.
- The filing is a standard earnings announcement via press release (Exhibit 99.1).
- Company operates as the holding company for Bogota Savings Bank.
Bogota Financial Corp. amended its Bylaws to establish a new 'vice chair' position and define the associated duties of that role.
📋 Key Facts
- The Board of Directors amended the Company’s Bylaws on January 24, 2024.
- The amendment specifically establishes a vice chair position and outlines its duties.
- Amended and Restated Bylaws were filed as Exhibit 3.2.