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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _______________ to _______________
Commission File No.
Bogota Financial Corp.
(Exact Name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of |
(I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) |
(Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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☒ |
Smaller reporting company |
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| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 13, 2026, there were
Form 10-Q
Table of Contents
| Page |
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| PART I. FINANCIAL INFORMATION |
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| Item 1. |
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| Consolidated Statements of Financial Condition at June 30, 2026 and December 31, 2025 (unaudited) |
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| Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited) |
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| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Item 3. |
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| Item 4. |
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| PART II. OTHER INFORMATION |
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| Item 1. |
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| Item 1A. |
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| Item 2. |
Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
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| Item 3. |
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| Item 4. |
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| Item 5. |
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| Item 6. |
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PART I – FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(unaudited)
| As of |
As of |
|||||||
| June 30, 2026 |
December 31, 2025 |
|||||||
| Assets |
||||||||
| Cash and due from banks |
$ | $ | ||||||
| Interest-bearing deposits in other banks |
||||||||
| Cash and cash equivalents |
||||||||
| Securities available for sale, at fair value |
||||||||
| Loans, net of allowance for credit losses of $ and $, respectively |
||||||||
| Premises and equipment, net |
||||||||
| Federal Home Loan Bank ("FHLB") stock and other restricted securities |
||||||||
| Accrued interest receivable |
||||||||
| Core deposit intangibles |
||||||||
| Bank-owned life insurance |
||||||||
| Right of use asset |
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| Investment in limited partnership |
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| Other assets |
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| Total Assets |
$ | $ | ||||||
| Liabilities and Equity |
||||||||
| Non-interest bearing deposits |
$ | $ | ||||||
| Interest bearing deposits |
||||||||
| Total deposits |
||||||||
| FHLB advances-short term |
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| FHLB advances-long term |
||||||||
| Advance payments by borrowers for taxes and insurance |
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| Lease liabilities |
||||||||
| Other liabilities |
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| Total liabilities |
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| Stockholders’ Equity |
||||||||
| Preferred stock $ par value shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025 |
||||||||
| Common stock $ par value, shares authorized, issued and outstanding at June 30, 2026 and at December 31, 2025 |
||||||||
| Additional paid-in capital |
||||||||
| Retained earnings |
||||||||
| Unearned ESOP shares ( shares at June 30, 2026 and shares at December 31, 2025) |
( |
) | ( |
) | ||||
| Accumulated other comprehensive loss |
( |
) | ( |
) | ||||
| Total stockholders’ equity |
||||||||
| Total liabilities and stockholders’ equity |
$ | $ | ||||||
See accompanying notes to unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Interest income |
||||||||||||||||
| Loans, including fees |
$ | $ | $ | $ | ||||||||||||
| Securities |
||||||||||||||||
| Taxable |
||||||||||||||||
| Tax-exempt |
||||||||||||||||
| Other interest-earning assets |
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| Total interest income |
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| Interest expense |
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| Deposits |
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| FHLB advances |
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| Total interest expense |
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| Net interest income |
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| Provision (recovery) for credit losses |
( |
) | ||||||||||||||
| Net interest income after provision (recovery) for credit losses |
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| Non-interest income |
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| Fees and service charges |
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| Gain on sale of loans |
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| Bank-owned life insurance |
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| Other |
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| Total non-interest income |
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| Non-interest expense |
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| Salaries and employee benefits |
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| Occupancy and equipment |
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| FDIC insurance assessment |
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| Data processing |
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| Advertising |
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| Director fees |
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| Professional fees |
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| Other |
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| Total non-interest expense |
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| Income before income taxes |
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| Income tax expense (benefit) |
( |
) | ( |
) | ||||||||||||
| Net income |
$ | $ | $ | $ | ||||||||||||
| Earnings per Share - basic |
$ | $ | $ | $ | ||||||||||||
| Earnings per Share - diluted |
$ | $ | $ | $ | ||||||||||||
| Weighted average shares outstanding - basic |
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| Weighted average shares outstanding - diluted |
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See accompanying notes to unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Net income |
$ | $ | $ | $ | ||||||||||||
| Other comprehensive income (loss): |
||||||||||||||||
| Net unrealized (loss) gain on securities available for sale: |
( |
) | ( |
) | ( |
) | ||||||||||
| Tax effect |
( |
) | ||||||||||||||
| Net of tax |
( |
) | ( |
) | ( |
) | ||||||||||
| Defined benefit retirement plans: |
||||||||||||||||
| Reclassification adjustment for amortization of prior service cost and net (loss) gain included in salaries and employee benefits |
( |
) | ( |
) | ||||||||||||
| Tax effect |
( |
) | ( |
) | ||||||||||||
| Net of tax |
( |
) | ( |
) | ||||||||||||
| Derivatives: |
||||||||||||||||
| Unrealized gain (loss) on swap contracts accounted for as cash flow hedges |
( |
) | ( |
) | ||||||||||||
| Tax effect |
( |
) | ( |
) | ||||||||||||
| Net of tax |
( |
) | ( |
) | ||||||||||||
| Total other comprehensive income (loss) |
( |
) | ||||||||||||||
| Comprehensive income (loss) |
$ | $ | ( |
) | $ | $ | ||||||||||
See accompanying notes to unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited)
| Accumulated |
||||||||||||||||||||||||||||
| Common |
Additional |
Unearned |
Other |
Total |
||||||||||||||||||||||||
| Stock |
Common |
Paid-in |
Retained |
ESOP |
Comprehensive |
Stockholders |
||||||||||||||||||||||
| Shares |
Stock |
Capital |
Earnings |
shares |
(Loss) Income |
Equity |
||||||||||||||||||||||
| Balance January 1, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||||||
| Other comprehensive income |
— | |||||||||||||||||||||||||||
| Stock based compensation |
— | |||||||||||||||||||||||||||
| Stock purchased and retired |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| ESOP Shares released ( shares) |
— | ( |
) | |||||||||||||||||||||||||
| Balance March 31, 2025 |
( |
) | ( |
) | $ | |||||||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||||||
| Other comprehensive loss |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| Stock based compensation |
— | |||||||||||||||||||||||||||
| Stock purchased and retired |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| ESOP Shares released ( shares) |
— | ( |
) | |||||||||||||||||||||||||
| Balance June 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
| Balance January 1, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||||||
| Other comprehensive income |
— | |||||||||||||||||||||||||||
| Stock based compensation |
— | |||||||||||||||||||||||||||
| Stock purchased and retired |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| ESOP shares released ( shares) |
— | ( |
) | |||||||||||||||||||||||||
| Balance March 31, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
| Net income |
— | |||||||||||||||||||||||||||
| Other comprehensive income |
— | |||||||||||||||||||||||||||
| Stock based compensation |
— | |||||||||||||||||||||||||||
| Stock purchased and retired |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| ESOP shares released ( shares) |
— | ( |
) | |||||||||||||||||||||||||
| Balance June 30, 2026 |
$ | $ | $ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For the six months ended |
||||||||
| June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Cash flows from operating activities |
||||||||
| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities: |
||||||||
| Amortization of intangible assets |
||||||||
| Provision (recovery) for credit losses |
( |
) | ||||||
| Depreciation of premises and equipment |
||||||||
| Amortization of deferred loan costs, net |
||||||||
| Amortization of premiums and accretion of discounts on securities, net |
||||||||
| Deferred income benefit |
( |
) | ( |
) | ||||
| Gain on sale of loans |
( |
) | ||||||
| Proceeds from sale of loans |
( |
) | ||||||
| Origination of loans held for sale |
||||||||
| Increase in cash surrender value of bank owned life insurance |
( |
) | ( |
) | ||||
| Employee stock ownership plan expense |
||||||||
| Stock-based compensation |
||||||||
| Changes in: |
||||||||
| Accrued interest receivable |
||||||||
| Net changes in other assets |
||||||||
| Net changes in other liabilities |
( |
) | ( |
) | ||||
| Net cash provided by operating activities |
||||||||
| Cash flows from investing activities |
||||||||
| Purchases of securities available for sale |
( |
) | ( |
) | ||||
| Maturities, calls, and repayments of securities available for sale |
||||||||
| Net decrease in loans |
||||||||
| Purchase of equity investment |
( |
) | ||||||
| Purchases of premises and equipment |
( |
) | ( |
) | ||||
| Purchase of FHLB stock |
( |
) | ( |
) | ||||
| Redemption of FHLB stock |
||||||||
| Net cash provided by investing activities |
||||||||
| Cash flows from financing activities |
||||||||
| Net decrease in deposits |
( |
) | ( |
) | ||||
| Net increase in short-term FHLB advances |
||||||||
| Repayments of long-term FHLB non-repo advances |
( |
) | ( |
) | ||||
| Repurchase of common stock |
( |
) | ( |
) | ||||
| Net increase (decrease) in advance payments from borrowers for taxes and insurance |
( |
) | ||||||
| Net cash used for financing activities |
( |
) | ( |
) | ||||
| Net decrease in cash and cash equivalents |
( |
) | ( |
) | ||||
| Cash and cash equivalents at beginning of year |
||||||||
| Cash and cash equivalents at end of period |
$ | $ | ||||||
| Supplemental cash flow information |
||||||||
| Income taxes paid |
$ | $ | ||||||
| Interest paid |
||||||||
| Fair value change in cash flow hedges |
$ | $ | ( |
) | ||||
| Fair value change in fair value hedges, net |
||||||||
| Non-cash investment and financing activities |
||||||||
| Initial right of use asset |
$ | $ | ||||||
| Initial lease liability |
||||||||
See accompanying notes to unaudited consolidated financial statements.
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Principles of Consolidation: On January 15, 2020, Bogota Financial Corp. (the “Company,” “we” or “our”) became the mid-tier stock holding company for Bogota Savings Bank (the “Bank”) in connection with the reorganization of Bogota Savings Bank into the two-tier mutual holding company structure. The Company completed its stock offering in connection with the mutual holding company reorganization of the Bank on January 15, 2020.
The Bank maintains subsidiaries. Bogota Securities Corp. was formed to buy, sell and hold investment securities. Bogota Properties, LLC, formed to hold real estate owned by the Company, is inactive.
The Bank generally originates residential, commercial and consumer loans to, and accepts deposits from, customers in New Jersey. The debtors’ ability to repay the loans is dependent upon the region’s economy and the borrowers’ circumstances. The Bank is also subject to the regulations of certain federal and state agencies and undergoes periodic examination by those regulatory authorities.
Earnings per Share: Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. For purposes of calculating basic EPS, weighted average common shares outstanding excludes unallocated employee stock ownership plan shares that have not been committed for release and non-vested shares of restricted stock. Diluted EPS is computed using the same method as basic EPS, except it also reflects the potential dilution which could occur if non-vested restricted stock vested or stock options were exercised and converted into common stock. The potentially diluted shares would then be included in the weighted average number of shares outstanding for the period using the treasury stock method. For the three and six months ended June 30, 2026 and June 30, 2025, options to purchase
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three and six months ended June 30, 2026 and 2025.
| For the three months ended June 30, 2026 |
For the three months ended June 30, 2025 |
For the six months ended June 30, 2026 |
For the six months ended June 30, 2025 |
|||||||||||||
| Numerator |
||||||||||||||||
| Net income |
$ | $ | $ | $ | ||||||||||||
| Denominator: |
||||||||||||||||
| Weighted average shares outstanding - basic |
||||||||||||||||
| Effect of unvested restricted stock |
||||||||||||||||
| Weighted average shares outstanding - diluted |
||||||||||||||||
| Earnings per common share: |
||||||||||||||||
| Basic |
$ | $ | $ | $ | ||||||||||||
| Diluted |
||||||||||||||||
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP for interim financial information and pursuant to the requirements for reporting in Article 10 of Regulation S-X of the Securities Exchange Act of 1934, as amended.
These financial statements include the accounts of the Company, the Bank and its subsidiaries, and all significant intercompany balances and transactions are eliminated in consolidation.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures necessary for the fair presentation of the accompanying consolidated financial statements have been included. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year or any other period.
The unaudited financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements, and related notes, of the Company at and for the year ended December 31, 2025.
Segment Reporting: The Company operates
The Company's chief operating decision maker is the President and Chief Executive Officer, who decides how to allocate resources based on net income that also is reported on the statement of operations as consolidated net income.
The measure of segment assets is reported on the statement of financial condition as total consolidated assets.
NOTE 2 – SECURITIES AVAILABLE FOR SALE
The following table summarizes the amortized cost, fair value, and gross unrealized gains and losses of securities available for sale, by contractual maturity, none of which had an allowance for credit losses at June 30, 2026 and December 31, 2025:
| Gross |
Gross |
|||||||||||||||
| Amortized |
Unrealized |
Unrealized |
Fair |
|||||||||||||
| Cost |
Gains |
Losses |
Value |
|||||||||||||
| June 30, 2026 |
||||||||||||||||
| U.S. government and agency obligations due in: |
||||||||||||||||
| Less than one year |
$ | $ | $ | ( |
) | $ | ||||||||||
| Corporate bonds due in: |
||||||||||||||||
| Less than one year |
( |
) | ||||||||||||||
| One through five years |
( |
) | ||||||||||||||
| Five through ten years |
( |
) | ||||||||||||||
| Greater than ten years |
||||||||||||||||
| Municipal obligations due in: |
||||||||||||||||
| Five through ten years |
( |
) | ||||||||||||||
| MBS – residential |
( |
) | ||||||||||||||
| MBS – commercial |
( |
) | ||||||||||||||
| Total |
$ | $ | $ | ( |
) | $ | ||||||||||
NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)
| Gross |
Gross |
|||||||||||||||
| Amortized |
Unrealized |
Unrealized |
Fair |
|||||||||||||
| Cost |
Gains |
Losses |
Value |
|||||||||||||
| December 31, 2025 |
||||||||||||||||
| U.S. government and agency obligations due in: |
||||||||||||||||
| One through five years |
$ | $ | $ | ( |
) | $ | ||||||||||
| Corporate bonds due in: |
||||||||||||||||
| One through five years |
( |
) | ||||||||||||||
| Five through ten years |
( |
) | ||||||||||||||
| Greater than ten years |
||||||||||||||||
| Municipal obligations due in: |
||||||||||||||||
| Greater than ten years |
( |
) | ||||||||||||||
| MBS – residential |
( |
) | ||||||||||||||
| MBS – commercial |
( |
) | ||||||||||||||
| Total |
$ | $ | $ | ( |
) | $ | ||||||||||
All of the mortgaged-backed securities (“MBS”) are issued by the Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Government National Mortgage Association.
There were
The age of unrealized losses and the fair value of related securities as of June 30, 2026 and December 31, 2025 were as follows:
| Less Than 12 Months |
12 Months or More |
Total |
||||||||||||||||||||||
| Fair |
Unrealized |
Fair |
Unrealized |
Fair |
Unrealized |
|||||||||||||||||||
| Value |
Losses |
Value |
Losses |
Value |
Losses |
|||||||||||||||||||
| June 30, 2026 |
||||||||||||||||||||||||
| U.S. government and agency obligations |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||
| Corporate bonds |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Municipal obligations |
( |
) | ( |
) | ||||||||||||||||||||
| MBS – residential |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| MBS – commercial |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Total |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
| Less Than 12 Months |
12 Months or More |
Total |
||||||||||||||||||||||
| Fair |
Unrealized |
Fair |
Unrealized |
Fair |
Unrealized |
|||||||||||||||||||
| Value |
Losses |
Value |
Losses |
Value |
Losses |
|||||||||||||||||||
| December 31, 2025 |
||||||||||||||||||||||||
| U.S. government and agency obligations |
$ | $ | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||
| Corporate bonds |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Municipal obligations |
( |
) | ( |
) | ||||||||||||||||||||
| MBS – residential |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| MBS – commercial |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Total |
$ | $ | ( |
) | $ | $ | ( |
) | $ | $ | ( |
) | ||||||||||||
NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)
Unrealized losses on corporate bonds and municipal obligations available for sale are not considered to be credit losses because the bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value was largely due to changes in interest rates and other market conditions. At June 30, 2026,
At June 30, 2026 the Company had a $
NOTE 4 – LOANS
Loans are summarized as follows at June 30, 2026 and December 31, 2025:
| June 30, |
December 31, |
|||||||
| 2026 |
2025 |
|||||||
| Real estate: |
(unaudited) |
|||||||
| Residential First Mortgage |
$ | $ | ||||||
| Commercial Real Estate |
||||||||
| Multi-Family Real Estate |
||||||||
| Construction |
||||||||
| Commercial and Industrial |
||||||||
| Consumer |
||||||||
| Total loans |
||||||||
| Allowance for credit losses |
( |
) | ( |
) | ||||
| Net loans |
$ | $ | ||||||
The Bank has granted loans to officers and directors of the Bank. At June 30, 2026 and December 31, 2025, such loans totaled $
NOTE 4 – LOANS (Continued)
At June 30, 2026 and December 31, 2025, deferred loan fees were $
The following table presents the activity in the ACL by portfolio segment for the three and six months ended June 30, 2026 and 2025:
| Residential First Mortgage | Commercial Real Estate |
Multi-Family Real Estate |
Construction |
Commercial and Industrial | Consumer |
Total |
||||||||||||||||||||||
| Three months ended June 30, 2026 |
||||||||||||||||||||||||||||
| Allowance for credit losses: |
||||||||||||||||||||||||||||
| Beginning balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Provision for of credit losses |
||||||||||||||||||||||||||||
| Loans charged off |
||||||||||||||||||||||||||||
| Recoveries |
||||||||||||||||||||||||||||
| Total ending allowance balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Residential First Mortgage | Commercial Real Estate |
Multi-Family Real Estate |
Construction |
Commercial and Industrial | Consumer |
Total |
||||||||||||||||||||||
| Three Months Ended June 30, 2025 |
||||||||||||||||||||||||||||
| Allowance for credit losses: |
||||||||||||||||||||||||||||
| Beginning balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Provision for of credit losses |
||||||||||||||||||||||||||||
| Loans charged off |
||||||||||||||||||||||||||||
| Recoveries |
||||||||||||||||||||||||||||
| Total ending allowance balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
NOTE 4 – LOANS (Continued)
| Residential First Mortgage |
Commercial Real Estate |
Multi-Family Real Estate |
Construction |
Commercial and Industrial |
Consumer |
Total |
||||||||||||||||||||||
| Six Months Ended June 30, 2026 |
||||||||||||||||||||||||||||
| Allowance for credit losses: |
||||||||||||||||||||||||||||
| Beginning balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Provision for of credit losses |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| Loans charged off |
||||||||||||||||||||||||||||
| Recoveries |
||||||||||||||||||||||||||||
| Total ending allowance balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Residential First Mortgage |
Commercial Real Estate |
Multi-Family Real Estate |
Construction |
Commercial and Industrial |
Consumer |
Total |
||||||||||||||||||||||
| Six Months Ended June 30, 2025 |
||||||||||||||||||||||||||||
| Allowance for credit losses: |
||||||||||||||||||||||||||||
| Beginning balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Provision for of credit losses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| Loans charged off |
||||||||||||||||||||||||||||
| Recoveries |
||||||||||||||||||||||||||||
| Total ending allowance balance |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
For the three and six months ended June 30, 2026, the provision for credit losses was $
Since the Bank continues to have limited historical loss history, the majority of changes in the ACL noted in the above tables are driven by changes in the balances of the related loan segments and in the economic forecast.
NOTE 4 – LOANS (Continued)
The following table presents the balance of non-performing loans by portfolio segments as of June 30, 2026 and December 31, 2025:
| Nonaccrual with a Allowance for Credit Loss |
Nonaccrual with no Allowance for Credit Loss |
Total nonaccrual loans |
Loans Past Due 90 Days or More Still Accruing |
|||||||||||||
| June 30, 2026 |
||||||||||||||||
| Residential First Mortgage |
$ | $ | $ | $ | ||||||||||||
| Commercial Real Estate |
— | |||||||||||||||
| Construction |
||||||||||||||||
| Consumer |
||||||||||||||||
| Total |
$ | $ | $ | $ | ||||||||||||
| Nonaccrual with a Allowance for Credit Loss |
Nonaccrual with no Allowance for Credit Loss |
Nonaccrual loans end of period |
Loans Past Due 90 Days or More Still Accruing |
|||||||||||||
| December 31, 2025 |
||||||||||||||||
| Residential First Mortgage |
$ | $ | $ | $ | ||||||||||||
| Commercial Real Estate |
— | |||||||||||||||
| Construction |
||||||||||||||||
| Consumer |
||||||||||||||||
| Total |
$ | $ | $ | $ | ||||||||||||
Collateral-dependent loans individually evaluated with the ACL by collateral type were as follows at June 30, 2026 and December 31, 2025:
| June 30, 2026 |
||||||||
| Portfolio segment |
Real estate |
Other |
||||||
| Residential First Mortgage |
$ | $ | ||||||
| Commercial Real Estate |
||||||||
| Multi-Family Real Estate |
— | |||||||
| Construction |
||||||||
| Commercial and Industrial |
— | |||||||
| Other Consumer |
— | |||||||
| $ | $ | |||||||
| December 31, 2025 |
||||||||
| Portfolio segment |
Real estate |
Other |
||||||
| Residential First Mortgage |
$ | $ | ||||||
| Commercial Real Estate |
||||||||
| Multi-Family Real Estate |
— | |||||||
| Construction |
||||||||
| Commercial and Industrial |
— | |||||||
| Other Consumer |
— | |||||||
| $ | $ | |||||||
NOTE 4 – LOANS (Continued)
The following table presents the aging of the recorded investment in past due loans as of June 30, 2026 and December 31, 2025, by class of loans:
| Greater than |
||||||||||||||||||||||||
| 30-59 Days |
60-89 Days |
89 Days |
Total |
Loans Not |
||||||||||||||||||||
| Past Due |
Past Due |
Past Due |
Past Due |
Past Due |
Total |
|||||||||||||||||||
| June 30, 2026 |
||||||||||||||||||||||||
| Residential First Mortgage |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial Real Estate |
||||||||||||||||||||||||
| Multi-Family Real Estate |
||||||||||||||||||||||||
| Construction |
||||||||||||||||||||||||
| Commercial and Industrial |
||||||||||||||||||||||||
| Consumer |
||||||||||||||||||||||||
| Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Greater than |
||||||||||||||||||||||||
| 30-59 Days |
60-89 Days |
89 Days |
Total |
Loans Not |
||||||||||||||||||||
| Past Due |
Past Due |
Past Due |
Past Due |
Past Due |
Total |
|||||||||||||||||||
| December 31, 2025 |
||||||||||||||||||||||||
| Residential First Mortgage |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commercial Real Estate |
||||||||||||||||||||||||
| Multi-Family Real Estate |
||||||||||||||||||||||||
| Construction |
||||||||||||||||||||||||
| Commercial and Industrial |
||||||||||||||||||||||||
| Consumer |
||||||||||||||||||||||||
| Total |
$ | $ | $ | $ | $ | $ | ||||||||||||||||||
Credit Quality Indicators
The Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Bank analyzes loans individually by classifying the loans as to credit risk. Commercial and multi-family real estate, commercial and industrial and construction loans are graded on an annual basis. Residential and consumer loans are primarily evaluated based on performance. Refer to the immediately preceding table for the aging of the recorded investment of these loan segments. The Bank uses the following definitions for risk ratings:
Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.
Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.
Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loans not meeting the criteria above are considered to be Pass rated loans.
NOTE 4 – LOANS (Continued)
The following table presents loans, by risk category, loan class and year of origination as of June 30, 2026 and December 31, 2025:
| Term Loans by Origination Year |
||||||||||||||||||||||||||||||||
| June 30, 2026 |
2026 |
2025 |
2024 |
2023 |
2022 |
Prior |
Revolving Loans |
Totals |
||||||||||||||||||||||||
| Residential First Mortgage |
||||||||||||||||||||||||||||||||
| Pass |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Commercial Real Estate |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Multi-Family Real Estate |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Construction |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Commercial and Industrial |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Consumer |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Total loans |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 4 – LOANS (Continued)
| Term Loans by Origination Year |
||||||||||||||||||||||||||||||||
| December 31, 2025 |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
Revolving Loans |
Totals |
||||||||||||||||||||||||
| Residential First Mortgage |
||||||||||||||||||||||||||||||||
| Pass |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Commercial Real Estate |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Multi-Family Real Estate |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Construction |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Commercial and Industrial |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Consumer |
||||||||||||||||||||||||||||||||
| Pass |
||||||||||||||||||||||||||||||||
| Special Mention |
||||||||||||||||||||||||||||||||
| Substandard |
||||||||||||||||||||||||||||||||
| Doubtful |
||||||||||||||||||||||||||||||||
| Total |
||||||||||||||||||||||||||||||||
| Gross charge-offs by vintage |
||||||||||||||||||||||||||||||||
| Total loans |
$ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 5 – DERIVATIVES AND HEDGING ACTIVITIES
The Company uses derivative financial instruments as components of its market risk management, principally to manage interest rate risk. Certain derivatives may be entered into in connection with transactions with commercial customers. Derivatives are not used for speculative purposes. All derivatives are recognized as either assets or liabilities in the Consolidated Statements of Financial Condition, reported at fair value and presented on a gross basis. Until a derivative is settled, a favorable change in fair value results in an unrealized gain that is recognized as an asset, while an unfavorable change in fair value results in an unrealized loss that is recognized as a liability.
The Company generally applies hedge accounting to its derivatives used for market risk management purposes. Hedge accounting is permitted only if specific criteria are met, including a requirement that a highly effective relationship exists between the derivative instrument and the hedged item, both at inception of the hedge and on an ongoing basis. Changes in the fair value of effective fair value hedges are recognized in current earnings (with the change in fair value of the hedged asset or liability also recognized in earnings). Changes in the fair value of effective cash flow hedges are recognized in other comprehensive income (loss) until earnings are affected by the variability in cash flows of the designated hedged item. Ineffective portions of hedge results are recognized in current earnings. Changes in the fair value of derivatives for which hedge accounting is not applied are recognized in current earnings.
The Company formally documents at inception all relationships between the derivative instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transactions. This process includes linking all derivatives that are designated as hedges to specific assets and liabilities, or to specific firm commitments. The Company also formally assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair values or cash flows of the hedged items. If it is determined that a derivative is not highly effective or has ceased to be a highly effective hedge, the Company would discontinue hedge accounting prospectively. Gains or losses resulting from the termination of a derivative accounted for as a cash flow hedge remain in other comprehensive income (loss) and are (accreted) amortized to earnings over the remaining period of the former hedging relationship.
Certain derivative financial instruments are offered to certain commercial banking customers to manage their risk of exposure and risk management strategies. These derivative instruments consist primarily of currency forward contracts and interest rate swap contracts. The risk associated with these transactions is mitigated by simultaneously entering into similar transactions having essentially offsetting terms with a third party, i.e. back-to-back swaps. In addition, the Company executes interest rate swaps with third parties in order to hedge the interest rate risk of short-term FHLB advances.
Interest Rate Swaps. At June 30, 2026 and December 31, 2025, the Company had
NOTE 5 – DERIVATIVES AND HEDGING ACTIVITIES (Continued)
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Statements of Financial Condition at June 30, 2026 and December 31, 2025.
| June 30, |
December 31, |
|||||||||||
| 2026 |
2025 |
|||||||||||
| Hedge Type |
Consolidated Statements of Financial Condition |
Fair Value |
Fair Value |
|||||||||
| Interest rate swaps |
Cash Flow |
Other Assets (Liabilities) |
$ | $ | ( |
) | ||||||
| Interest rate swaps |
Fair Value |
Other Assets (Liabilities) |
$ | $ | ( |
) | ||||||
| Interest rate swaps |
Fair Value |
Loans, net |
$ | $ | ||||||||
| Total derivative instruments |
$ | $ | ( |
) | ||||||||
For the three and six months ended June 30, 2026, unrealized gains of $
The Company has agreements with counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default of its derivative obligations. During the six months ended June 30, 2026 and 2025, the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expense of $
NOTE 6 – FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Significant unobservable inputs that reflect a bank’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
NOTE 6 – FAIR VALUE (Continued)
The Bank used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
The Bank’s available-for-sale portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders’ equity. The securities available-for-sale portfolio consists of corporate bonds and mortgage-backed securities. The fair values of these securities are obtained from an independent nationally recognized pricing service. An independent pricing service provides prices which are categorized as Level 2, as quoted prices in active markets for identical assets are generally not available for the securities. The Bank’s derivatives are carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders’ equity. The derivatives consist of both cash flow and fair value hedges. The fair values of these hedges are obtained from an independent nationally recognized pricing service. An independent pricing service provides prices which are categorized as Level 2, as quoted prices in active markets for identical assets are generally not available for the derivatives.
Assets measured at fair value on a recurring basis are summarized below:
| Quoted Prices |
||||||||||||||||
| in Active |
Significant |
|||||||||||||||
| Markets for |
Other |
Significant |
||||||||||||||
| Identical |
Observable |
Unobservable |
||||||||||||||
| Carrying |
Assets |
Inputs |
Inputs |
|||||||||||||
| Value |
(Level 1) |
(Level 2) |
(Level 3) |
|||||||||||||
| As of June 30, 2026 |
||||||||||||||||
| Assets: |
||||||||||||||||
| Securities available for sale: |
||||||||||||||||
| U.S. government and agency obligations |
$ | $ | $ | $ | ||||||||||||
| Corporate bonds |
||||||||||||||||
| Municipal obligations |
||||||||||||||||
| MBS - residential |
||||||||||||||||
| MBS - commercial |
||||||||||||||||
| Cash flow and fair value hedges |
||||||||||||||||
| As of December 31, 2025 |
||||||||||||||||
| Assets: |
||||||||||||||||
| Securities available for sale: |
||||||||||||||||
| U.S. government and agency obligations |
$ | $ | $ | $ | ||||||||||||
| Corporate bonds |
||||||||||||||||
| Municipal obligations |
||||||||||||||||
| MBS - residential |
||||||||||||||||
| MBS - commercial |
||||||||||||||||
| Liabilities: |
||||||||||||||||
| Cash flow hedges |
||||||||||||||||
| Fair value hedges |
||||||||||||||||
There were no transfers between level 1 and level 2 during the three or six months ended June 30, 2026.
NOTE 6 – FAIR VALUE (Continued)
Fair Value on a Non-Recurring Basis:
Certain assets and liabilities are not measured at fair value:
| (Level 1) |
(Level 2) |
(Level 3) |
Total |
|||||||||||||
| (In thousands) |
||||||||||||||||
| As of June 30, 2026 |
||||||||||||||||
| Collateral dependent loans |
$ | $ | $ | $ | ||||||||||||
| As of December 31, 2025 |
||||||||||||||||
| Collateral dependent loans |
$ | $ | $ | $ | ||||||||||||
All collateral dependent individually evaluated loans have an independent third-party full appraisal to determine the NRV based on the fair value of the underlying collateral, less cost to sell (a range of
The carrying amounts and estimated fair values of financial instruments not measured at fair value, at June 30, 2026 and December 31, 2025, were as follows:
| Carrying |
Fair |
Fair Value Measurement Placement |
||||||||||||||||||
| Amount |
Value |
(Level 1) |
(Level 2) |
(Level 3) |
||||||||||||||||
| (In thousands) |
||||||||||||||||||||
| June 30, 2026 |
||||||||||||||||||||
| Financial instruments - assets |
||||||||||||||||||||
| Loans, net |
$ | $ | $ | $ | $ | |||||||||||||||
| Financial instruments - liabilities |
||||||||||||||||||||
| Certificates of deposit |
||||||||||||||||||||
| Borrowings |
||||||||||||||||||||
| Carrying |
Fair |
Fair Value Measurement Placement |
||||||||||||||||||
| Amount |
Value |
(Level 1) |
(Level 2) |
(Level 3) |
||||||||||||||||
| (In thousands) |
||||||||||||||||||||
| December 31, 2025 |
||||||||||||||||||||
| Financial instruments - assets |
||||||||||||||||||||
| Loans, net |
$ | $ | $ | $ | $ | |||||||||||||||
| Financial instruments - liabilities |
||||||||||||||||||||
| Certificates of deposit |
||||||||||||||||||||
| Borrowings |
||||||||||||||||||||
Carrying amount is the estimated fair value for cash and cash equivalents. Other balance sheet instruments such as cash and cash equivalents, accrued interest receivable, accrued interest payable and Bank owned life insurance holding costs approximate fair value. The fair value of off-balance sheet items is not considered material.
NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of accumulated other comprehensive loss included in equity (net of tax) for the three and six months ended June 30, 2026 and 2025 was as follows:
| Unrealized gain |
||||||||||||||||
| and losses on |
||||||||||||||||
| available for |
||||||||||||||||
| sale securities |
Benefit plans |
Derivatives |
Total |
|||||||||||||
| Three months ended |
||||||||||||||||
| June 30, 2026 |
||||||||||||||||
| Beginning balance |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||
| Other comprehensive (loss) income before reclassification |
( |
) | ||||||||||||||
| Amounts reclassified |
( |
) | ( |
) | ||||||||||||
| Net period comprehensive (loss) income |
( |
) | ( |
) | ||||||||||||
| Ending balance |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| June 30, 2025 |
||||||||||||||||
| Beginning balance |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Other comprehensive income (loss) before reclassification |
( |
) | ( |
) | ( |
) | ||||||||||
| Amounts reclassified |
||||||||||||||||
| Net period comprehensive income (loss) |
( |
) | ( |
) | ( |
) | ||||||||||
| Ending balance |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Unrealized gain and losses on available for sale securities |
Benefit plans |
Derivatives |
Total |
|||||||||||||
| Six Months Ended June 30, 2026 |
||||||||||||||||
| Beginning balance |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
| Other comprehensive income (loss) before reclassification |
( |
) | ||||||||||||||
| Amounts reclassified |
( |
) | ( |
) | ||||||||||||
| Net period comprehensive income (loss) |
( |
) | ( |
) | ||||||||||||
| Ending balance |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Six Months Ended June 30, 2025 |
||||||||||||||||
| Beginning balance |
$ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||
| Other comprehensive (loss) income before reclassification |
( |
) | ||||||||||||||
| Amounts reclassified |
||||||||||||||||
| Net period comprehensive (loss) income |
( |
) | ||||||||||||||
| Ending balance |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | ||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General
Management’s discussion and analysis of financial condition and results of operations at June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and June 30, 2025 is intended to assist in understanding the financial condition and results of operations of Bogota Financial Corp. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Cautionary Note Regarding Forward-Looking Statements
This report may contain forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:
| ● |
statements of our goals, intentions and expectations; |
| ● |
statements regarding our business and strategic plans, prospects, financial condition and performance, growth and operating strategies; |
| ● |
statements regarding the quality of our loan and investment portfolios; and |
| ● |
estimates of our risks and future costs and benefits. |
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. This includes statements regarding the planned merger of GSL Savings Bank (“GSL”) with and into the Company’s wholly owned subsidiary, the Bank, with the Bank as the surviving financial institution (the “Merger”). The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
| ● | the inability to obtain approvals and/or meet the other closing conditions required to close the Merger in a timely manner; | |
| ● |
general economic conditions, either nationally or in our market area, that are worse than expected, including potential recessionary conditions; |
| ● |
the imposition of tariffs or other domestic or international governmental policies, trade restrictions and retaliatory measures impacting our borrowers and the broader economy; |
|
●
|
the impact of any federal government shutdown, debt ceiling and fiscal uncertainty; |
| ● |
changes in the amount and trend of loan delinquencies, charge-offs and non-performing and classified loans and changes in estimates and the methodology for calculating the allowance for credit losses; |
| ● |
our ability to access cost-effective funding; |
| ● |
changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio; |
| ● |
fluctuations in real estate values and both residential and commercial real estate market conditions; |
| ● |
demand for loans and deposits in our market area; |
| ● |
our ability to continue to implement our business strategies; |
| ● |
competition among depository and other financial institutions; |
| ● | monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System; |
| ● |
inflation and changes in market interest rates that reduce our margins and yields, reduce the fair value of financial instruments or reduce our volume of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary market; |
| ● |
changes in the securities markets; |
| ● |
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; |
| ● |
our ability to manage market risk, credit risk and operational risk; |
| ● |
our ability to enter new markets successfully and capitalize on growth opportunities; |
| ● |
our ability to successfully integrate into our operations any assets, liabilities or systems we may acquire, as well as new management personnel or customers, and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; |
| ● |
changes in investor sentiment and consumer spending, borrowing and saving habits; |
| ● |
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; |
|
|
● |
our ability to attract or retain key employees; |
| ● |
risks associated with cybersecurity threats, data breaches, ransomware attacks, or other failures in our operational or security systems and infrastructure, including the risks arising from our dependence on third-party service providers and vendors; |
| ● | the failure to maintain current technologies and to successfully implement future information technology enhancements and the operational risks associated with the adoption of artificial intelligence and other emerging technologies; |
| ● |
the current or anticipated impact of military conflict, terrorism or other geopolitical events; |
| ● |
our compensation expense associated with equity allocated or awarded to our employees; and |
| ● |
changes in the financial condition, results of operations or future prospects of issuers of securities that we own. |
Proposed Acquisition of GSL
On June 1, 2026, the Bank and GSL entered into a definitive agreement pursuant to which the Bank will acquire GSL. Under the terms of the Merger Agreement, depositors of GSL will become depositors of the Bank and will have the same rights and privileges in Bogota Financial, MHC, as if their accounts had been established in the Bank on the date established at GSL. As part of the transaction, the Company will issue additional shares of its common stock to Bogota Financial, 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.
As of June 30, 2026, GSL had approximately $151.2 million of assets, gross loans of $119.7 million and deposits of $120.4 million and operated from two offices located in Guttenberg and Fairview, New Jersey. The Merger is expected to close in the second half of 2026, subject to receipt of all regulatory approvals, GSL receiving the requisite approval of its members (if required), and fulfillment of other customary closing conditions.
Critical Accounting Policies
Our accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations.
Comparison of Financial Condition at June 30, 2026 and December 31, 2025
Total Assets. Assets decreased $30.0 million, or 3.3%, from $904.9 million at December 31, 2025 to $875.0 million at June 30, 2026, due largely to a $5.7 million, or 16.6%, decrease in cash and cash equivalents, an $10.3 million, or 1.6%, decrease in loans and $17.7 million, or 11.2% decrease in securities available for sale.
Cash and Cash Equivalents. Cash and cash equivalents decreased $5.7 million, or 16.6%, to $29.9 million at June 30, 2026 from $35.6 million at December 31, 2025, as excess funds from increased borrowings, security maturities and loan payments were used to offset deposit outflows.
Investment in Limited Partnership. Net equity investments increased $1.6 million, or 64.2% to $4.0 million, at June 30, 2026 from $2.4 million at December 31, 2025. This investment was part of a $10 million commitment to fund a limited partnership which invests in sale leaseback transactions.
Securities Available for Sale. Securities available for sale decreased $17.7 million, or 11.2%, to $140.4 million at June 30, 2026 from $158.1 million at December 31, 2025, due to principal repayments of mortgage-backed securities and maturities of corporate bonds.
Net Loans. Net loans decreased $10.3 million, or 1.6%, to $637.3 million at June 30, 2026 from $647.6 million at December 31, 2025. The decrease was due to a decrease of $7.9 million, or 1.8%, in one- to four-residential real estate loans to $436.0 million from $443.9 million at December 31, 2025, a decrease of $3.2 million, or 14.4%, in construction loans to $18.9 million at June 30, 2026 from $22.0 million at December 31, 2025, a decrease of $717,000, or 22.3%, in commercial and industrial loans to $2.5 million at June 30, 2026 from $3.2 million at December 31, 2025, and a decrease of $5.1 million, or 4.2%, in commercial real estate loans to $116.9 million at June 30, 2026 from $122.0 million at December 31, 2025, offset by a $6.6 million, or 11.2%, increase in multi-family real estate loans to $65.5 million at June 30, 2026 from $58.9 million at December 31, 2025. The decreases in one- to four-residential real estate loans and construction loans reflected a decrease in demand for such loans due to the interest rate environment. As of June 30, 2026 and December 31, 2025, the Bank had no loans held for sale.
Asset Quality. Delinquent loans increased $1.1 million to $27.9 million, or 4.4% of total loans, at June 30, 2026, compared to $26.8 million, or 4.1% of total loans, at December 31, 2025. The increase was primarily due to an increase of $1.1 million in commercial real estate loans. All delinquent loans are considered well-secured. During the same timeframe, non-performing assets increased from $13.3 million at December 31, 2025 to $27.8 million, which represented 3.2% of total assets at June 30, 2026. Non-performing loans at June 30, 2026 included one construction loan for a catering hall that is 99% complete, with a balance of $10.9 million and a loan to value ratio of 45%. Based on the well-secured nature of the loan, there was no associated specific reserve at June 30, 2026. The Company has commenced legal action to foreclose on the property, which is ongoing. Non-performing loans also included two commercial real estate loans totaling $12.5 million that had previously been 60 days delinquent. We did not record any specific reserves or charge-offs for our nonaccrual loans.
The Company’s allowance for credit losses was 0.40% of total loans and 9.29% of non-performing loans at June 30, 2026 compared to 0.39% of total loans and 19.29% of non-performing loans at December 31, 2025. The Bank has limited exposure to commercial real estate loans secured by office space. The Company did not record any charge-offs for the three and six months ended June 30, 2026 or 2025.
Total Liabilities. Total liabilities decreased $31.0 million, or 4.1%, to $733.0 million as of June 30, 2026 from $764.0 million as of December 31, 2025, primarily due to a $78.2 million decrease in deposits, offset by a $47.7 million increase in borrowings.
Deposits. Deposits decreased $78.2 million, or 12.0%, to $574.2 million at June 30, 2026 from $652.4 million at December 31, 2025. The decrease in deposits was due to an decrease in certificates of deposit of $91.4 million, or 18.5%, to $402.5 million as of June 30, 2026 from $493.9 million at December 31, 2025, offset by an increase of $6.5 million, or 9.9%, in NOW accounts to $72.0 million as of June 30, 2026 from $65.5 million at December 31, 2025, an increase in savings accounts of $10.9 million, or 19.9%, to $65.4 million as of June 30, 2026 from $54.6 million at December 31, 2025; a increase in money market deposit accounts of $121,000, or 1.2%, to $10.4 million as of June 30, 2026 from $10.2 million at December 31, 2025 and a $2.3 million, or 8.2%, increase in noninterest bearing accounts to $30.5 million as of June 30, 2026 from $28.2 million at December 31, 2025, The overall changes reflected the Company's efforts to increase core deposit accounts and to decrease certificate of deposits until loan demand and investment rates increase.
At June 30, 2026, municipal deposits totaled $41.3 million, which represented 7.2% of total deposits, and brokered deposits totaled $98.9 million, which represented 17.2% of deposits. At December 31, 2025, municipal deposits totaled $45.1 million, which represented 6.9% of deposits, and brokered deposits totaled $109.7 million, which represented 16.8% of total deposits. At June 30, 2026, uninsured deposits totaled $59.3 million, comprised of 303 account holders, which represented 8.7% of total deposits.
Borrowings. Federal Home Loan Bank of New York borrowings increased $47.7 million, or 51.1%, to $141.0 million at June 30, 2026 from $93.3 million at December 31, 2025. Long-term advances decreased $33.3 million, while short-term advances increased by $81.0 million. The weighted average rate of borrowings was 4.01% and 4.35% as of June 30, 2026 and December 31, 2025, respectively. Total borrowing capacity at the Federal Home Loan Bank was $236.4 million at June 30, 2026, of which $141.0 million has been advanced and $5.2 million was utilized as collateral for letters of credit issued to secure municipal deposits. The increase in borrowings was largely attributable to the outflow of deposits during the six months ended June 30, 2026.
Total Equity. Stockholders’ equity increased $1.1 million to $142.0 million, primarily due to net income of $1.5 million and changes in accumulated other comprehensive income of $378,000 and stock-based compensation of $451,000, offset by stock repurchases of $1.3 million. At June 30, 2026, the Company’s ratio of average stockholders’ equity-to-average total assets was 16.20%, compared to 15.13% at December 31, 2025.
Average Balance Sheets and Related Yields and Rates
The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.
| Three Months Ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Average Balance |
Interest and Dividends |
Yield/ Cost |
Average Balance |
Interest and Dividends |
Yield/ Cost |
|||||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||||||||||
| Assets: |
(unaudited) |
|||||||||||||||||||||||
| Cash and cash equivalents |
$ | 9,862 | $ | 107 | 4.33 | % | $ | 9,976 | $ | 106 | 4.26 | % | ||||||||||||
| Loans |
640,337 | 7,522 | 4.71 | % | 697,792 | 8,292 | 4.77 | % | ||||||||||||||||
| Securities |
140,737 | 1,859 | 5.28 | % | 141,141 | 1,946 | 5.52 | % | ||||||||||||||||
| Other interest-earning assets |
6,107 | 101 | 6.65 | % | 7,085 | 161 | 9.09 | % | ||||||||||||||||
| Total interest-earning assets |
797,043 | 9,589 | 4.82 | % | 855,994 | 10,505 | 4.92 | % | ||||||||||||||||
| Non-interest-earning assets |
63,828 | 65,094 | ||||||||||||||||||||||
| Total assets |
$ | 860,871 | $ | 921,088 | ||||||||||||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||
| NOW and money market accounts |
$ | 81,501 | $ | 466 | 2.29 | % | $ | 73,261 | $ | 447 | 2.44 | % | ||||||||||||
| Savings accounts |
60,620 | 386 | 2.55 | % | 48,751 | 249 | 2.05 | % | ||||||||||||||||
| Certificates of deposit (1) |
422,701 | 3,761 | 3.57 | % | 482,516 | 4,828 | 4.01 | % | ||||||||||||||||
| Total interest-bearing deposits |
564,822 | 4,613 | 3.28 | % | 604,528 | 5,524 | 3.67 | % | ||||||||||||||||
| FHLB advances (1) |
110,045 | 1,136 | 4.14 | % | 130,277 | 1,286 | 3.96 | % | ||||||||||||||||
| Total interest-bearing liabilities |
674,867 | 5,749 | 3.42 | % | 734,805 | 6,810 | 3.72 | % | ||||||||||||||||
| Non-interest-bearing deposits |
31,404 | 32,076 | ||||||||||||||||||||||
| Other non-interest-bearing liabilities |
12,634 | 15,894 | ||||||||||||||||||||||
| Total liabilities |
718,905 | 782,775 | ||||||||||||||||||||||
| Total equity |
141,966 | 138,313 | ||||||||||||||||||||||
| Total liabilities and equity |
$ | 860,871 | $ | 921,088 | ||||||||||||||||||||
| Net interest income |
$ | 3,840 | $ | 3,695 | ||||||||||||||||||||
| Interest rate spread (2) |
1.40 | % | 1.20 | % | ||||||||||||||||||||
| Net interest margin (3) |
1.94 | % | 1.74 | % | ||||||||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities |
118.10 | % | 116.49 | % | ||||||||||||||||||||
(1) Cash flow and fair value hedges are used to manage interest rate risk. During the three months ended June 30, 2026 and 2025, the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expense of $44,000 and a reduced expense of $186,000 respectively.
(2) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3) Net interest margin represents net interest income divided by average total interest-earning assets.
| Six Months Ended June 30, |
||||||||||||||||||||||||
| 2026 |
2025 |
|||||||||||||||||||||||
| Average Balance |
Interest and Dividends |
Yield/ Cost |
Average Balance |
Interest and Dividends |
Yield/ Cost |
|||||||||||||||||||
| (Dollars in thousands) |
||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||
| Cash and cash equivalents |
$ | 10,584 | $ | 230 | 4.34 | % | $ | 13,270 | $ | 371 | 5.58 | % | ||||||||||||
| Loans |
644,096 | 15,510 | 4.82 | % | 701,423 | 16,895 | 4.82 | % | ||||||||||||||||
| Securities |
146,787 | 4,123 | 5.62 | % | 143,199 | 3,779 | 5.28 | % | ||||||||||||||||
| Other interest-earning assets |
5,841 | 214 | 7.34 | % | 7,692 | 384 | 9.97 | % | ||||||||||||||||
| Total interest-earning assets |
807,308 | 20,077 | 4.97 | % | 865,584 | 21,429 | 4.95 | % | ||||||||||||||||
| Non-interest-earning assets |
65,807 | 61,323 | ||||||||||||||||||||||
| Total assets |
$ | 873,115 | $ | 926,907 | ||||||||||||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||
| NOW and money market accounts |
$ | 82,728 | $ | 1,009 | 2.46 | % | $ | 76,313 | $ | 904 | 2.39 | % | ||||||||||||
| Savings accounts |
57,882 | 703 | 2.45 | % | 47,299 | 475 | 2.02 | % | ||||||||||||||||
| Certificates of deposit (1) |
440,920 | 7,892 | 3.61 | % | 483,380 | 9,908 | 4.13 | % | ||||||||||||||||
| Total interest-bearing deposits |
581,530 | 9,604 | 3.33 | % | 606,992 | 11,287 | 3.75 | % | ||||||||||||||||
| FHLB advances (1) |
103,589 | 2,207 | 4.30 | % | 144,120 | 2,854 | 3.99 | % | ||||||||||||||||
| Total interest-bearing liabilities |
685,119 | 11,811 | 3.48 | % | 751,112 | 14,141 | 3.80 | % | ||||||||||||||||
| Non-interest-bearing deposits |
29,917 | 32,425 | ||||||||||||||||||||||
| Other non-interest-bearing liabilities |
16,599 | 5,420 | ||||||||||||||||||||||
| Total liabilities |
731,635 | 788,957 | ||||||||||||||||||||||
| Total equity |
141,480 | 137,950 | ||||||||||||||||||||||
| Total liabilities and equity |
$ | 873,115 | $ | 926,907 | ||||||||||||||||||||
| Net interest income |
$ | 8,266 | $ | 7,288 | ||||||||||||||||||||
| Interest rate spread (2) |
1.49 | % | 1.15 | % | ||||||||||||||||||||
| Net interest margin (3) |
2.06 | % | 1.70 | % | ||||||||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities |
117.83 | % | 115.24 | % | ||||||||||||||||||||
(1) Cash flow and fair value hedges are used to manage interest rate risk. During the six months ended June 30, 2026 and 2025, the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expense of $21,000 and a reduced expense of $363,000 respectively.
(2) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(3) Net interest margin represents net interest income divided by average total interest-earning assets.
Rate/Volume Analysis
The following table sets forth the effects of changing rates and volumes on net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.
| Three Months Ended June 30, 2026 |
Six Months Ended June 30, 2026 |
|||||||||||||||||||||||
| Compared to |
Compared to |
|||||||||||||||||||||||
| Three Months Ended June 30, 2025 |
Six Months Ended June 30, 2025 |
|||||||||||||||||||||||
| Increase (Decrease) Due to |
Increase (Decrease) Due to |
|||||||||||||||||||||||
| Volume |
Rate |
Net |
Volume |
Rate |
Net |
|||||||||||||||||||
| (In thousands) |
||||||||||||||||||||||||
| Interest income: |
(unaudited) |
|||||||||||||||||||||||
| Cash and cash equivalents |
$ | (5 | ) | $ | 6 | $ | 1 | $ | (67 | ) | $ | (74 | ) | $ | (141 | ) | ||||||||
| Loans receivable |
(668 | ) | (102 | ) | (770 | ) | (1,385 | ) | — | (1,385 | ) | |||||||||||||
| Securities |
(5 | ) | (82 | ) | (87 | ) | 96 | 248 | 344 | |||||||||||||||
| Other interest earning assets |
(20 | ) | (40 | ) | (60 | ) | (81 | ) | (89 | ) | (170 | ) | ||||||||||||
| Total interest-earning assets |
(698 | ) | (218 | ) | (916 | ) | (1,437 | ) | 85 | (1,352 | ) | |||||||||||||
| Interest expense: |
||||||||||||||||||||||||
| NOW and money market accounts |
154 | (135 | ) | 19 | 77 | 28 | 105 | |||||||||||||||||
| Savings accounts |
68 | 69 | 137 | 117 | 111 | 228 | ||||||||||||||||||
| Certificates of deposit |
(566 | ) | (501 | ) | (1,067 | ) | (828 | ) | (1,188 | ) | (2,016 | ) | ||||||||||||
| FHLB advances |
(479 | ) | 329 | (150 | ) | (1,207 | ) | 560 | (647 | ) | ||||||||||||||
| Total interest-bearing liabilities |
(822 | ) | (239 | ) | (1,061 | ) | (1,842 | ) | (488 | ) | (2,330 | ) | ||||||||||||
| Net increase in net interest income |
$ | 124 | $ | 21 | $ | 145 | $ | 405 | $ | 573 | $ | 978 | ||||||||||||
Comparison of Operating Results for the Three Months Ended June 30, 2026 and June 30, 2025
General. Net income increased $523,000 to $748,000 for the three months ended June 30, 2026 compared to net income of $224,000 for the three months ended June 30, 2025. This increase was primarily due to an increase of $329,000 in non-interest income, a $145,000 increase in net interest income and a $201,000 decrease in non-interest expenses partially offset by a $152,000 increase in income taxes.
Interest Income. Interest income decreased $916,000, or 8.7%, to $9.6 million for the three months ended June 30, 2026, compared to $10.5 million for the three months ended June 30, 2025.
Interest income on cash and cash equivalents increased $1,000, or 0.9%, to $107,000 for the three months ended June 30, 2026 from $106,000 for the three months ended June 30, 2025 due to a seven basis point increase in the average yield from 4.26% for the three months ended June 30, 2025 to 4.33% for the three months
ended June 30, 2026 resulting from a higher short-term interest rate environment. This was offset by a $114,000 decrease in the average balance to $9.9 million for the three months ended June 30, 2026 from $10.0 million for the three months ended June 30, 2025.
Interest income on loans decreased $770,000, or 9.3%, to $7.5 million for the three months ended June 30, 2026 compared to $8.3 million for the three months ended June 30, 2025 due primarily to a $57.5 million decrease in the average balance to $640.3 million for the three months ended June 30, 2026 from $697.8 million for the three months ended June 30, 2025 and a six basis point decrease in the average yield from 4.77% for the three months ended June 30, 2025 to 4.71% for the three months ended June 30, 2026.
Interest income on securities decreased $87,000, or 4.5%, to $1.9 million for the three months ended June 30, 2026, primarily due to a 24-basis point decrease in the average yield from 5.52% for the three months ended June 30, 2025, to 5.28% for the three months ended June 30, 2026. The decrease was also due to a $404,000 decrease in the average balance to $140.7 million for the three months ended June 30, 2026, from $141.1 million for the three months ended June 30, 2025.
Interest Expense. Interest expense decreased $1.1 million, or 15.6%, from $6.8 million for the three months ended June 30, 2025 to $5.7 million for the three months ended June 30, 2026, due to lower average balances of certificates of deposits and borrowings and decreased cost of certificates of deposits. During the three months ended June 30, 2026, the use of hedges increased the interest expense on the FHLB advances and brokered deposits by $37,000. At June 30, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value.
Interest expense on interest-bearing deposits decreased $910,000, or 16.5%, to $4.6 million for the three months ended June 30, 2026 from $5.5 million for the three months ended June 30, 2025. The decrease was due to a 39 basis point decrease in the average cost of deposits to 3.28% for the three months ended June 30, 2026 from 3.67% for the three months ended June 30, 2025. The decrease in the average cost of deposits was due to the lower interest rate environment and a decrease in the rate paid on certificates of deposit offset by an increase in the rate paid on savings accounts. The rates on certificates of deposit decreased 44 basis points to 3.57% for the three months ended June 30, 2026 from 4.01% for the three months ended June 30, 2025 and the average balances of certificates of deposit decreased $59.8 million to $422.7 million for the three months ended June 30, 2026 from $482.5 million for the three months ended June 30, 2025. The average balance of NOW/money market accounts and savings accounts increased $8.2 million and $11.9 million for the three months ended June 30, 2026, respectively, compared to the three months ended June 30, 2025.
Interest expense on FHLB advances decreased $151,000, or 11.7%, from $1.3 million for the three months ended June 30, 2025 to $1.1 million for the three months ended June 30, 2026. The decrease was primarily due to a decrease in the average balance of $20.2 million to $110.0 million for the three months ended June 30, 2026 from $130.3 million for the three months ended June 30, 2025. The decrease was offset by an increase in the average cost of borrowings of 18 basis points to 4.14% for the three months ended June 30, 2026 from 3.96% for the three months ended June 30, 2025 due to the new borrowings being shorter durations at higher rates.
Net Interest Income. Net interest income increased $145,000, or 3.9%, to $3.8 million for the three months ended June 30, 2026 from $3.7 million for the three months ended June 30, 2025. The increase reflected a 20 basis point increase in our net interest rate spread to 1.40% for the three months ended June 30, 2026 from 1.20% for the three months ended June 30, 2025. Our net interest margin increased 20 basis points to 1.94% for the three months ended June 30, 2026 from 1.74% for the three months ended June 30, 2025.
Provision for Credit Losses. We recorded no provision for credit losses for the three months ended June 30, 2026 and June 30, 2025. The lack of a provision reflects a decrease in loans and the absence of any charge-offs. Further the increase in non-performing loans were loans that were impaired with adequate collateral and required no additional provisions.
Non-Interest Income. Non-interest income increased $329,000, or 99.2%, to $661,000 for the three months ended June 30, 2026 from $332,000 for the three months ended June 30, 2025 due to a $300,000 collection on an insurance claim from a previous year fraud loss.
Non-Interest Expense. For the three months ended June 30, 2026, non-interest expense decreased $200,000, or 5.2%, compared to the same period ended June 30, 2025. Salaries and employee benefits decreased $75,000, or 3.7%, due to lower headcount. FDIC insurance premiums decreased $18,000, or 16.9%, due to lower deposit balances in 2026. Data processing expense increased $13,000, or 4.3%, due to higher processing costs. Director fees decreased $44,000, or 25.9%, due to fewer members on the board. The increase in advertising expense of $23,000, or 140.6%, was due to increased promotions for branch locations and more promotions on deposit and loan products. Professional fees decreased $125,000, or 33.6%, due to lower legal costs in 2026.
Income Tax Expense. Income tax expense increased $151,000 to an expense of $99,000 for the three months ended June 30, 2026 from a $53,000 benefit for the three months ended June 30, 2025. The increase was due to an increase of $674,000 in pre-tax income.
Comparison of Operating Results for the Six Months Ended June 30, 2026 and June 30, 2025
General. Net income increased $498,000 to $1.5 million for the six months ended June 30, 2026 from net income of $955,000 for the six months ended June 30, 2025. This increase was primarily due to an increase of $978,000 in net interest income and a decrease of $280,000 in non-interest expense, partially offset by a decrease of $239,000 in non-interest income, an increase of $130,000 in the provision for credit losses and an increase of $391,000 in income taxes.
Interest Income. Interest income decreased $1.4 million, or 6.3%, to $20.1 million for the six months ended June 30, 2026 compared to $21.4 million for the six months ended June 30, 2025.
Interest income on cash and cash equivalents decreased $141,000, or 38.0%, to $230,000 for the six months ended June 30, 2026 from $371,000 for the six months ended June 30, 2025 due to a $2.7 million decrease in the average balance to $10.6 million for the six months ended June 30, 2026 from $13.3 million for the six months ended June 30, 2025, reflecting a decrease in deposits and a reduction of borrowings. The decrease was also due to a 124 basis point decrease in the average yield from 5.58% for the six months ended June 30, 2025 to 4.34% for the six months ended June 30, 2026 resulting from the lower interest rate environment.
Interest income on loans decreased $1.4 million, or 8.2%, to $15.5 million for the six months ended June 30, 2026 compared to $16.9 million for the six months ended June 30, 2025, due to a $57.3 million decrease in the average balance to $644.1 million for the six months ended June 30, 2026 from $701.4 million for the six months ended June 30, 2025.
Interest income on securities increased $344,000, or 9.1%, to $4.1 million for the six months ended June 30, 2026, from $3.8 million for the six months ended June 30, 2025, primarily due to a 34 basis point increase in the average yield from 5.28% for the six months ended June 30, 2025, to 5.62% for the six months ended June 30, 2026. The increase was also due to a $3.6 million increase in the average balance to $146.8 million for the six months ended June 30, 2026, from $143.2 million for the six months ended June 30, 2025.
Interest Expense. Interest expense decreased $2.3 million, or 16.5%, from $14.1 million for the six months ended June 30, 2025 to $11.8 million for the six months ended June 30, 2026, due to lower averages balances of certificates of deposits and borrowing and the lower costs of certificates of deposits. During the six months ended June 30, 2026, the use of hedges increased the interest expense on FHLB advances and brokered deposits by $21,000. At June 30, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value.
Interest expense on interest-bearing deposits decreased $1.7 million, or 14.9%, to $9.6 million for the six months ended June 30, 2026 from $11.3 million for the six months ended June 30, 2025. The decrease was due to a 42 basis point decrease in the average cost of deposits to 3.33% for the six months ended June 30, 2026 from 3.75% for the six months ended June 30, 2025. The decrease in the average cost of deposits was due to the lower interest rate environment and a decrease in the rate paid on certificates of deposit offset by an increase in the rate paid on transactional accounts. The rates on certificates of deposit decreased 52 basis points to 3.61% for the six months ended June 30, 2026 from 4.13% for the six months ended June 30, 2025 and the average balances of certificates of deposit decreased $42.5 million to $440.9 million for the six months ended June 30, 2026 from $483.4 million for the six months ended June 30, 2025. The average balance of NOW/money market accounts and savings accounts increased $6.4 million and $10.6 million for the six months ended June 30, 2026, respectively, compared to the six months ended June 30, 2025.
Interest expense on FHLB advances decreased $647,000, or 22.7%, from $2.9 million for the six months ended June 30, 2025 to $2.2 million for the six months ended June 30, 2026. The decrease was primarily due to a decrease in the average balance of $40.5 million to $103.6 million for the six months ended June 30, 2026 from $144.1 million for the six months ended June 30, 2025. The decrease was offset by an increase in the average cost of borrowings of 31 basis points to 4.30% for the six months ended June 30, 2026 from 3.99% for the six months ended June 30, 2025 due to the new borrowings being shorter durations at higher rates.
Net Interest Income. Net interest income increased $978,000, or 13.4%, to $8.3 million for the six months ended June 30, 2026 from $7.3 million for the six months ended June 30, 2025. The increase reflected a 34 basis point increase in our net interest rate spread to 1.49% for the six months ended June 30, 2026 from 1.15% for the six months ended June 30, 2025. Our net interest margin increased 36 basis points to 2.06% for the six months ended June 30, 2026 from 1.70% for the six months ended June 30, 2025.
Provision for Credit Losses. We recorded a $50,000 provision for credit losses for the six months ended June 30, 2026 compared to an $80,000 recovery for credit losses for the six months ended June 30, 2025 due to higher delinquent commercial loan balances, offset by a decrease in loans and the absence of any charge-offs.
Non-Interest Income. Non-interest income decreased $239,000, or 19.6%, to $982,000 for the six months ended June 30, 2026 from $1.2 million for the six months ended June 30, 2025 due to a death benefit received related to a former employee last year of $564,000, offset by $300,000 collection on an insurance claim during 2026 related to a previous year fraud loss.
Non-Interest Expense. For the six months ended June 30, 2026, non-interest expense decreased $280,000, or 3.6%, compared to the comparable June 30, 2025 period. Salaries and employee benefits decreased $103,000, or 2.5%, due to lower headcount. FDIC insurance premiums decreased $25,000, or 11.9%, due to lower deposit balances in 2026. Data processing expense decreased $32,000, or 5.1%, due to lower processing costs. Director fees decreased $65,000, or 19.7%, due to fewer members on the board. The decrease in advertising expense of $31,000, or 25.5%, was due to reduced promotions for branch locations and less promotions on deposit and loan products. Professional fees decreased $82,000, or 14.3%, due to lower legal costs in 2026 associated with a construction loan foreclosure in 2025. Occupancy and equipment increased $31,000, or 2.4%, due to higher snow removal costs in 2026.
Income Tax Expense. Income tax expense increased $391,000 to an expense of $311,000 for the six months ended June 30, 2026 from an $81,000 benefit for the six months ended June 30, 2025. The increase was due to an increase of $1.4 million in pre-tax income.
Management of Market Risk
General. The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of loans and securities, have longer maturities than our liabilities, consisting primarily of deposits and borrowings. As a result, a principal part of our business strategy is to manage our exposure to changes in market interest rates. Accordingly, our board of directors has established an Asset/Liability Management Committee (the “ALCO”), which is comprised of three members of executive management and two independent directors, which oversees the asset/liability management processes and related procedures. The ALCO meets on at least a quarterly basis and reviews asset/liability strategies, liquidity, funding sources, interest rate risk measurement reports, capital levels and economic trends at both national and local levels. Our interest rate risk position is also monitored quarterly by the board of directors.
We manage our interest rate risk to minimize the exposure of our earnings and capital to changes in market interest rates. We have implemented the following strategies to manage our interest rate risk: originating and purchasing loans with adjustable interest rates; promoting core deposit products; monitoring the length of our borrowings with the Federal Home Loan Bank and brokered deposits depending on the interest rate environment; maintaining all of our investments as available-for-sale; diversifying our loan portfolio; and strengthening our capital position. By following these strategies, we believe that we are better positioned to react to changes in market interest rates.
Net Portfolio Value Simulation. We analyze our sensitivity to changes in interest rates through a net portfolio value of equity (“NPV”) model. NPV represents the present value of the expected cash flows from our assets less the present value of the expected cash flows arising from our liabilities, adjusted for the value of off-balance sheet contracts. The NPV ratio represents the dollar amount of our NPV divided by the present value of our total assets for a given interest rate scenario. NPV attempts to quantify our economic value using a discounted cash flow methodology while the NPV ratio reflects that value as a form of capital ratio. We estimate what our NPV would be at a specific date. We then calculate what the NPV would be at the same date throughout a series of interest rate scenarios representing immediate and permanent, parallel shifts in the yield curve. We currently calculate NPV under the assumptions that interest rates increase and decrease 100, 200, 300 and 400 basis points from current market rates.
The following table presents the estimated changes in our net portfolio value that would result from changes in market interest rates as of June 30, 2026. All estimated changes presented in the table are within the policy limits approved by the board of directors.
| NPV as Percent of Portfolio |
|||||||||||||||||||||
| NPV |
Value of Assets |
||||||||||||||||||||
| (Dollars in thousands) |
|||||||||||||||||||||
| Basis Point (“bp”) Change in |
Dollar |
Dollar |
Percent |
||||||||||||||||||
| Interest Rates |
Amount |
Change |
Change |
NPV Ratio |
Change |
||||||||||||||||
| 400 bp |
$ | 93,262 | $ | (46,240 | ) | (33.15 | )% | 11.68 | % | (27.60 | )% | ||||||||||
| 300 bp |
104,626 | (34,876 | ) | (25.00 | ) | 12.85 | (20.38 | ) | |||||||||||||
| 200 bp |
115,775 | (23,727 | ) | (17.01 | ) | 13.94 | (13.61 | ) | |||||||||||||
| 100 bp |
127,634 | (11,868 | ) | (8.51 | ) | 15.06 | (6.65 | ) | |||||||||||||
| — | 139,502 | — | — | 16.13 | — | ||||||||||||||||
| (100) bp |
151,194 | 11,692 | 8.38 | 17.14 | 6.23 | ||||||||||||||||
| (200) bp |
161,401 | 21,899 | 15.70 | 17.96 | 11.29 | ||||||||||||||||
| (300) bp |
169,858 | 30,356 | 21.76 | 18.57 | 15.11 | ||||||||||||||||
| (400) bp |
178,005 | 38,503 | 27.60 | 19.15 | 18.71 | ||||||||||||||||
Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The table above assumes that the composition of our interest-sensitive assets and liabilities existing at the date indicated remains constant uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our NPV and will differ from actual results.
Net Interest Income Analysis. We also use income simulation to measure interest rate risk in our balance sheet at a given point in time by showing the effect on net interest income over specified time frames and using different interest rate shocks and ramps. The assumptions include management’s best assessment of the effect of changing interest rates on the prepayment speeds of certain assets and liabilities, projections for account balances in each of the product lines offered and the historical behavior of deposit rates and balances in relation to changes in interest rates. These assumptions are subject to change, and as a result, the model is not expected to precisely measure net interest income or precisely predict the impact of fluctuations in interest rates on net interest income. Actual results will differ from the simulated results due to timing, magnitude, and frequency of interest rate changes as well as changes in the balance sheet composition and market conditions. Assumptions are supported with quarterly back testing of the model to actual market rate shifts.
As of June 30, 2026, net interest income simulation results indicated that its exposure over one year to changing interest rates was within our guidelines. The following table presents the estimated impact of interest rate changes on our estimated net interest income over one year:
| Changes in Interest Rates |
Change in Net Interest Income Year One |
||||
| (basis points)(1) |
(% change from year one base) |
||||
| 400 | (31.90 | )% | |||
| 300 | (23.80 | ) | |||
| 200 | (15.70 | ) | |||
| 100 | (7.80 | ) | |||
| — | — | ||||
| (100) |
7.74 | ||||
| (200) |
14.00 | ||||
| (300) |
17.50 | ||||
| (400) |
12.90 | ||||
| (1) |
The calculated change in net interest income assumes an instantaneous parallel shift of the yield curve. |
The preceding simulation does not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are subject to change, including: the nature and timing of interest rate levels, including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.
Liquidity and Capital Resources
Liquidity. Liquidity describes our ability to meet financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities and proceeds from calls, maturities and sales of securities and sales of loans. We also borrow from the Federal Home Loan Bank of New York. At June 30, 2026, we had the ability to borrow up to $236.4 million, of which $141.0 million was outstanding and $5.2 million was utilized as collateral for letters of credit issued to secure municipal deposits. At June 30, 2026, we had $54.0 million in unsecured lines of credit with four correspondent banks with no outstanding balance.
The board of directors is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we had ample sources of liquidity to satisfy our short- and long-term liquidity needs as of June 30, 2026.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, loan prepayments and loan and security sales are greatly influenced by market interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any period. At June 30, 2026, cash and cash equivalents totaled $29.9 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $140.4 million at June 30, 2026.
We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of June 30, 2026 totaled $337.8 million, or 56.2% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and Federal Home Loan Bank of New York advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.
Capital Resources. We are subject to various regulatory capital requirements administered by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation. At June 30, 2026, we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines. As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, as modified in April 2020, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a bank's Tier 1 “equity capital to average total consolidated assets) for financial institutions with less than $10 billion. A “qualifying community bank” with capital exceeding 9% will be considered compliant with all applicable regulatory capital and leverage requirements, including the capital requirements to be considered "well capitalized” under Prompt Corrective Action statutes. As of June 30, 2026, the Bank reported as a qualifying community bank with a ratio of 16.39%.
Inflation
Substantially all of the Company's assets and liabilities relate to banking activities and are monetary. The consolidated financial statements and related financial data are presented in accordance with GAAP. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, except for securities available for sale, impaired loans, and other real estate loans that are measured at fair value. Changes in the value of money due to inflation can cause purchasing power loss. Management's opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other but do not always move in correlation with each other. The Company's ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company's performance.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information with respect to quantitative and qualitative disclosures about market risk can be found in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Management of Market Risk.”
Item 4. Controls and Procedures
An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of June 30, 2026. Based on that evaluation, the Company's management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective.
During the three months ended June 30, 2026, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
At June 30, 2026, the Company was not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, the outcome of which would not be material to our financial condition or results of operations.
There have been no material changes in the risk factors applicable to the Company from those disclosed in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchase of Equity Securities
On August 12, 2025, the Company announced it had received regulatory approval for the repurchase of up to 237,590 shares of its common stock, or approximately 5% of its then outstanding common stock (excluding shares held by Bogota Financial, MHC). The repurchase program does not have a scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time. As of June 30, 2026, 230,544 shares have been repurchased pursuant to the program at a cost of $2.0 million.
The following table provides information on repurchases by the Company of its common stock under the Company's Board approved program for the second quarter:
| Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
| April 1 - 30, 2026 |
42,326 | $ | 8.61 | 42,326 | 104,278 | |||||||||||
| May 1 - 31, 2026 |
52,953 | 8.50 | 52,953 | 51,325 | ||||||||||||
| June 1 - 30, 2026 |
44,279 | 8.94 | 44,279 | 7,046 | ||||||||||||
| Total |
139,558 | $ | 8.67 | 139,558 | 7,046 | |||||||||||
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
During the three months ended June 30, 2026, of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
* Furnished, not filed.
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 thereunto duly authorized.
| BOGOTA FINANCIAL CORP. |
|
| Date: August 13, 2026 |
/s/ Kevin Pace |
| Kevin Pace |
|
| President and Chief Executive Officer |
|
| Date: August 13, 2026 | /s/ Brian McCourt |
| Brian McCourt |
|
| Executive Vice President and Chief Financial Officer |
Exhibit 31.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kevin Pace, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Bogota Financial Corp.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: August 13, 2026 |
/s/ Kevin Pace |
|
Kevin Pace |
|
|
President and Chief Executive Officer |
Exhibit 31.2
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Brian McCourt, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Bogota Financial Corp.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: |
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a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: August 13, 2026 |
/s/ Brian McCourt |
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Brian McCourt |
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Chief Financial Officer |
Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Kevin Pace, President and Chief Executive Officer of Bogota Financial Corp. (the “Company”), and Brian McCourt, Chief Financial Officer of the Company, each certify in his capacity as an executive officer of the Company that he has reviewed the Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Report”) and that, to the best of his knowledge:
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1. |
The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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Date: August 13, 2026 |
/s/ Kevin Pace |
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Kevin Pace |
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President and Chief Executive Officer |
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| Date: August 13, 2026 |
/s/ Brian McCourt |
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Brian McCourt |
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Executive Vice President and Chief Financial Officer |
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A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.