BSBK News & Events

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.

Kevin Pace, President and Chief Executive Officer, said "This year's results reflect the strength of our strategy and the disciplined execution of our team. After navigating a challenging period, we made significant strides returning to profitability with 2025 net income of $2.1 million compared to a loss of $2.2 million the prior year. With a more resilient balance sheet and a clear focus on responsible growth, we are well positioned to deliver long-term value for our shareholders and a meaningful impact across our communities. As we look ahead, we remain focused on investing in our customers, expanding our capabilities, and delivering consistent long-term value. Our 2026 growth plan includes a new branch location in Central/Southern New Jersey, with an anticipated opening in early summer. We continue to work through our sixth stock buyback program with a commitment to adding shareholder value."

Bogota Financial announced that it has received regulatory approval for the repurchase of up to 237,590 shares of its common stock, which is approximately 5% of its outstanding common stock, as previously approved by the board of directors of the Company. This is the Company's sixth stock repurchase program.

Bogota Financial announced that the Bank completed a balance sheet restructuring consisting of two key transactions in the fourth quarter of 2024. The Bank entered into a sale-leaseback transaction whereby the Bank sold three of its branch offices resulting in a $9.0 million pre-tax gain. Subsequently, the Bank realized a pre-tax loss of $8.9 million on the sale of approximately $66.0 million in amortized cost of available-for-sale and held-to-maturity securities with a weighted average life of approximately 5.5 years and a weighted average yield of 1.89%. A portion of the proceeds from the securities sales were reinvested into securities yielding approximately 5.49%. The remaining proceeds will be used to fund loans at current market rates ranging from 6.50% to 7.75%, as well as pay down higher cost borrowings, which will improve the net interest margin and the return on assets. As a result of the sales, the Bank is removing its HTM designation on any remaining HTM securities.