Bogota Financial Merges with GSL Bank, Assets to Reach $1B

Bogota Financial, the holding company for Bogota Savings Bank and GSL Savings Bank, 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 $877.2M at March 31 to approximately $1B. At the effective time of the merger, Frank Giancola, president and CEO of GSL, will become the executive VP and COO 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, 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. 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.