BSBK 10-Q Quarterly Report Sept. 30, 2025

BOGOTA FINANCIAL CORP.

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bsbk20250930_10q.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 001-39180

Bogota Financial Corp.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	84-3501231
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

819 Teaneck Road Teaneck , New Jersey	07666
(Address of Principal Executive Offices)	(Zip Code)

( 201 ) 862-0660

(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 on which registered
Common Stock, $0.01 par value per share		BSBK		The Nasdaq Stock Market, LLC

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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 ☐ No ☒

As of November 11, 2025, there were 12,968,697 shares iss ued and outstanding of the registrant’s common stock, par value $0.01 per share.

Table of Contents

Bogota Financial Corp.

Form 10-Q

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Statements of Financial Condition at September 30, 2025 and December 31, 2024 (unaudited)	1

	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	3

	Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

	SIGNATURES	30

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(unaudited)

	*As of*			*As of*
	*September 30, 2025*			*December 31, 2024*
Assets
Cash and due from banks	$	9,705,521		$	18,020,527
Interest-bearing deposits in other banks		21,543,280			34,211,681
Cash and cash equivalents		31,248,801			52,232,208
Securities available for sale, at fair value		160,747,239			140,307,447
Loans, net of allowance for credit losses of $ 2,540,950 and $ 2,620,949 , respectively		669,230,985			711,716,236
Premises and equipment, net		4,478,581			4,727,302
Federal Home Loan Bank (FHLB) stock and other restricted securities		6,459,400			8,803,000
Accrued interest receivable		4,312,242			4,232,563
Core deposit intangibles		118,182			152,893
Bank-owned life insurance		31,551,134			31,859,604
Right of use asset		10,386,607			10,776,596
Investment in limited partnership		2,500,000			—
Other assets		4,780,696			6,682,035
Total Assets	$	925,813,867		$	971,489,884
Liabilities and Equity
Non-interest bearing deposits	$	29,232,251		$	32,681,963
Interest bearing deposits		617,520,794			609,506,079
Total deposits		646,753,045			642,188,042
FHLB advances-short term		35,000,000			29,500,000
FHLB advances-long term		84,412,883			142,673,182
Advance payments by borrowers for taxes and insurance		3,165,149			2,809,205
Lease liabilities		10,488,439			10,780,363
Other liabilities		5,300,974			6,249,932
Total liabilities		785,120,490			834,200,724

Stockholders’ Equity
Preferred stock $ 0.01 par value 1,000,000 shares authorized, none issued and outstanding at September 30, 2025 and December 31, 2024		—			—
Common stock $ 0.01 par value, 30,000,000 shares authorized, 12,997,424 issued and outstanding at September 30, 2025 and 13,059,175 at December 31, 2024		129,974			130,592
Additional paid-in capital		55,367,268			55,269,962
Retained earnings		91,416,615			90,006,648
Unearned ESOP shares ( 362,929 shares at September 30, 2025 and 382,933 shares at December 31, 2024)		( 4,294,691	)		( 4,520,594	)
Accumulated other comprehensive loss		( 1,925,789	)		( 3,597,448	)
Total stockholders’ equity		140,693,377			137,289,160
Total liabilities and stockholders’ equity	$	925,813,867		$	971,489,884

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Interest income
Loans, including fees	$	8,213,734		$	8,381,581		$	25,108,786		$	24,888,377
Securities
Taxable		2,099,657			1,884,276			5,873,411			5,247,336
Tax-exempt		2,892			13,137			8,681			39,409
Other interest-earning assets		311,250			341,268			1,065,408			980,536
Total interest income		10,627,533			10,620,262			32,056,286			31,155,658
Interest expense
Deposits		5,624,968			6,160,547			16,911,430			18,384,323
FHLB advances		1,108,526			1,802,387			3,962,974			4,719,056
Total interest expense		6,733,494			7,962,934			20,874,404			23,103,379
Net interest income		3,894,039			2,657,328			11,181,882			8,052,279
Provision (recovery) for credit losses		( 50,000	)		—			( 130,000	)		70,000
Net interest income after (recovery) provision for credit losses		3,944,039			2,657,328			11,311,882			7,982,279
Non-interest income
Fees and service charges		59,703			56,610			175,277			164,400
Gain on sale of loans		—			11,710			37,830			11,710
Bank-owned life insurance		221,733			221,122			1,212,356			648,137
Other		39,902			37,943			116,957			105,420
Total non-interest income		321,338			327,385			1,542,420			929,667
Non-interest expense
Salaries and employee benefits		2,023,727			2,102,993			6,163,868			6,404,946
Occupancy and equipment		639,570			380,714			1,951,483			1,118,739
FDIC insurance assessment		98,438			106,313			308,958			313,626
Data processing		293,200			306,167			913,931			928,292
Advertising		10,350			85,750			131,850			310,950
Director fees		154,122			159,851			484,378			467,100
Professional fees		361,620			248,420			932,714			682,517
Other		156,897			214,686			564,914			747,598
Total non-interest expense		3,737,924			3,604,894			11,452,096			10,973,768
Income (loss) before income taxes		527,453			( 620,181	)		1,402,206			( 2,061,822	)
Income tax expense (benefit)		72,828			( 253,221	)		( 7,761	)		( 821,403	)
Net income (loss)	$	454,625		$	( 366,960	)	$	1,409,967		$	( 1,240,419	)
Earnings (loss) per Share - basic	$	0.04		$	( 0.03	)	$	0.11		$	( 0.10	)
Earnings (loss) per Share - diluted	$	0.04		$	( 0.03	)	$	0.11		$	( 0.10	)
Weighted average shares outstanding - basic		12,637,950			12,702,683			12,641,128			12,702,683
Weighted average shares outstanding - diluted		12,650,192			12,702,683			12,642,660			12,702,683

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

	*Three Months Ended*						*Nine Months Ended*
	*September 30,*						*September 30,*
	*2025*			*2024*			*2025*			*2024*
Net income (loss)	$	454,625		$	( 366,960	)	$	1,409,967		$	( 1,240,419	)
Other comprehensive income:
Net unrealized gain on securities available for sale:		2,417,548			2,880,599			2,983,632			2,828,529
Tax effect		( 679,572	)		( 809,737	)		( 838,699	)		( 795,100	)
Net of tax		1,737,976			2,070,862			2,144,933			2,033,429
Defined benefit retirement plans:
Reclassification adjustment for amortization of prior service cost and net gain included in salaries and employee benefits		—			—			180,712			6,414
Tax effect		—			—			( 50,798	)		( 3,309	)
Net of tax		—			—			129,914			3,105
Derivatives:
Unrealized (loss) on swap contracts accounted for as cash flow hedges		( 168,082	)		( 1,303,127	)		( 839,043	)		( 583,606	)
Tax effect		47,247			366,309			235,855			164,051
Net of tax		( 120,835	)		( 936,818	)		( 603,188	)		( 419,555	)
Total other comprehensive income		1,617,141			1,134,044			1,671,659			1,616,979
Comprehensive income	$	2,071,766		$	767,084		$	3,081,626		$	376,560

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BOGOTA FINANCIAL CORP.

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, 2024		13,279,230		$	132,792		$	56,149,915		$	92,177,068		$	( 4,821,798	)	$	( 6,464,774	)	$	137,173,203
Net loss		—			—			—			( 440,980	)		—			—			( 440,980	)
Other comprehensive loss		—			—			—			—			—			( 300,572	)		( 300,572	)
Restricted stock issuance		10,000			—			—			—			—			—			—
Stock based compensation		—			—			234,493			—			—			—			234,493
Stock purchased and retired		( 33,083	)		( 331	)		( 269,364	)		—			—			—			( 269,695	)
ESOP Shares released ( 6,447 shares)		—			—			( 25,025	)		—			75,301			—			50,276
Balance March 31, 2024		13,256,147			132,461			56,090,019			91,736,088			( 4,746,497	)		( 6,765,346	)	$	136,446,725
Net loss		—			—			—			( 432,479	)		—			—			( 432,479	)
Other comprehensive income		—			—			—			—			—			783,507			783,507
Stock based compensation		—			—			237,093			—			—			—			237,093
Stock purchased and retired		( 107,323	)		( 1,073	)		( 733,660	)		—			—			—			( 734,733	)
ESOP Shares released ( 6,668 shares)		—			—			( 31,768	)		—			75,301			—			43,533
Balance June 30, 2024		13,148,824		$	131,388		$	55,561,684		$	91,303,609		$	( 4,671,196	)	$	( 5,981,839	)	$	136,343,646
Net loss		—			—			—			( 366,960	)		—			—			( 366,960	)
Other comprehensive income		—			—			—			—			—			1,134,044			1,134,044
Stock based compensation		—			—			196,498			—			—			—			196,498
Stock purchased and retired		( 56,467	)		( 465	)		( 414,511	)		—			—			—			( 414,976	)
ESOP Shares released ( 6,447 shares)		—			—			( 27,796	)		—			75,301			—			47,505
Balance September 30, 2024		13,092,357		$	130,923		$	55,315,875		$	90,936,649		$	( 4,595,895	)	$	( 4,847,795	)	$	136,939,757

Balance January 1, 2025		13,059,175		$	130,592		$	55,269,962		$	90,006,648		$	( 4,520,594	)	$	( 3,597,448	)	$	137,289,160
Net income		—			—			—			730,947			—			—			730,947
Other comprehensive income		—			—			—			—			—			360,265			360,265
Stock based compensation		—			—			221,180			—			—			—			221,180
Stock purchased and retired		( 50,211	)		( 503	)		( 397,712	)		—			—			—			( 398,215	)
ESOP shares released ( 6,595 shares)		—			—			( 24,832	)		—			75,301			—			50,469
Balance March 31, 2025		13,008,964		$	130,089		$	55,068,598		$	90,737,595		$	( 4,445,293	)	$	( 3,237,183	)	$	138,253,806
Net income		—			—			—			224,395			—			—			224,395
Other comprehensive loss		—			—			—			—			—			( 305,747	)		( 305,747	)
Stock based compensation		—			—			225,435			—			—			—			225,435
Stock purchased and retired		( 575	)		( 6	)		( 4,571	)		—			—			—			( 4,577	)
ESOP shares released ( 6,668 shares)		—			—			( 28,912	)		—			75,301			—			46,389
Balance June 30, 2025	$	13,008,389		$	130,083		$	55,260,550		$	90,961,990		$	( 4,369,992	)	$	( 3,542,930	)	$	138,439,701
Net income		—			—			—			454,625			—			—			454,625
Other comprehensive income		—			—			—			—			—			1,617,141			1,617,141
Stock based compensation		—			—			225,435			—			—			—			225,435
Stock purchased and retired		( 10,965	)		( 109	)		( 99,669	)		—			—			—			( 99,778	)
ESOP shares released ( 6,741 shares)		—			—			( 19,048	)		—			75,301			—			56,253
Balance September 30, 2025		12,997,424		$	129,974		$	55,367,268		$	91,416,615		$	( 4,294,691	)	$	( 1,925,789	)	$	140,693,377

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	*For the nine months ended*
	*September 30,*
	*2025*			*2024*
Cash flows from operating activities
Net income (loss)	$	1,409,967		$	( 1,240,419	)
Adjustments to reconcile net income (loss) to net cash used for operating activities:
Amortization of intangible assets		86,989			44,375
(Recovery) provision for credit losses		( 130,000	)		70,000
Depreciation of premises and equipment		300,308			377,301
Amortization of deferred loan costs, net		126,840			183,775
Amortization of premiums and accretion of discounts on securities, net		49,996			17,337
Deferred tax benefit		( 691,489	)		( 1,171,476	)
Gain on sale of loans		( 37,830	)		( 11,710	)
Proceeds from sale of loans		( 1,932,899	)		445,393
Origination of loans held for sale		1,970,729			( 433,683	)
Increase in cash surrender value of bank owned life insurance		( 669,356	)		( 648,137	)
Proceeds from BOLI death benefit		( 543,000	)		—
Employee stock ownership plan expense		153,111			141,314
Stock based compensation		672,050			668,084
Changes in:
Accrued interest receivable		( 79,679	)		( 420,182	)
Net changes in other assets		2,297,646			65,402
Net changes in other liabilities		( 786,818	)		394,731
Net cash used for operating activities		2,196,565			( 1,517,895	)
Cash flows from investing activities
Purchases of securities held to maturity		—			( 10,645,873	)
Purchases of securities available for sale		( 49,741,180	)		( 44,228,923	)
Maturities, calls, and repayments of securities available for sale		32,235,024			7,367,482
Maturities, calls, and repayments of securities held to maturity		—			3,090,299
Purchase of loan pool		—			( 10,391,872	)
Investment in limited partnership		( 2,500,000	)		—
Net decrease in loans		42,419,158			16,621,983
Purchases of premises and equipment		( 51,587	)		( 542,991	)
Purchase of FHLB stock		( 3,589,400	)		( 7,450,900	)
Redemption of FHLB stock		5,933,000			5,886,900
	24,705,015			( 40,293,895		)
Cash flows from financing activities
Net (decrease) increase in deposits		4,565,003			3,920,595
Net decrease in short-term FHLB advances		5,500,000			16,000,000
Proceeds from long-term FHLB non-repo advances		—			—
Repayments of long-term FHLB non-repo advances		( 58,263,605	)		18,875,947
Repurchase of common stock		( 42,329	)		( 1,419,403	)
Issuance of common stock		—			100
Net increase in advance payments from borrowers for taxes and insurance		355,944			507,600
Net cash (used for) provided by financing activities		( 47,884,987	)		37,884,839
Net decrease in cash and cash equivalents		( 20,983,407	)		( 3,926,951	)
Cash and cash equivalents at beginning of year		52,232,208			24,929,471
Cash and cash equivalents at September 30,	$	31,248,801		$	21,002,520
Supplemental cash flow information
Income taxes paid	$	100,000		$	40,000
Interest paid		20,874,404			23,103,379
Fair value change in cash flow hedges	$	( 839,043	)	$	( 583,606	)
Fair value change in fair value hedges, net		25,185			( 544,702	)

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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. Shares of the Company’s common stock began trading on January 16, 2020 on the Nasdaq Capital Market under the trading symbol “BSBK.”

The Bank maintains two 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, was inactive at September 30, 2025 and December 31, 2024 .

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.

Reclassifications : Some items in the prior year financial statements were reclassified to conform to the current presentation. Reclassifications had no effect on prior year net loss or stockholders' equity.

Earnings (Loss) per Share: Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) 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 nine months ended September 30, 2025 and September 30, 2024 , options to purchase 508,619 and 523,619 c ommon shares, respectively, with an exercise price of $ 10.45 were outstanding but were not included in the computation of diluted earnings per common share because to do so would be anti-dilutive. Anti-dilutive options are those options with exercise prices in excess of the weighted average market value for the periods presented. For the three and nine months ended September 30, 2025 , 12,242 and 1,532 sha res of outstanding non-vested stock were added in the computation of diluted earnings per share.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2025 and 2024 .

	*For the three months ended September 30, 2025*		*For the three months ended September 30, 2024*			*For the nine months ended September 30, 2025*		*For the nine months ended September 30, 2024*
Numerator
Net income (loss)	$	454,625	$	( 366,960	)	$	1,409,967	$	( 1,240,419	)
Denominator:
Weighted average shares outstanding - basic		12,637,950		12,702,683			12,641,128		12,702,683
Effect of unvested restricted stock		12,242		—			1,532		—
Weighted average shares outstanding - diluted		12,650,192		12,702,683			12,642,660		12,702,683
Earnings (loss) per common share:
Basic	$	0.04	$	( 0.03	)	$	0.11	$	( 0.10	)
Diluted		0.04		( 0.03	)		0.11		( 0.10	)

Use of Estimates : To prepare financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ under different conditions than those assumed.

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. The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

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, 2024 .

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Segment Reporting : The Company operates one reportable segment of business, “retail banking.” Through its retail banking segment, the Company provides a broad range of retail and commercial banking services. The accounting policies of the retail banking segment are the same as those described in the summary of significant accounting policies.

The Company's chief operating decision maker ("CODM") 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 September 30, 2025 and December 31, 2024 :

			*Gross*		*Gross*
	*Amortized*		*Unrealized*		*Unrealized*			*Fair*
	*Cost*		*Gains*		*Losses*			*Value*
September 30, 2025
U.S. government and agency obligations
One through five years	$	3,000,000	$	—	$	( 70,821	)	$	2,929,179
Corporate bonds due in:
One through five years		10,131,978		80,442		( 210,021	)		10,002,399
Five through ten years		30,585,848		520,032		( 852,504	)		30,253,376
Greater than ten years		5,849,234		225,891		—			6,075,125
Municipal obligations due in:
Five through ten years		505,933		—		( 81,653	)		424,280
MBS – residential		99,876,238		1,066,110		( 1,611,337	)		99,331,011
MBS – commercial		13,385,623		—		( 1,653,754	)		11,731,869
Total	$	163,334,854	$	1,892,475	$	( 4,480,090	)	$	160,747,239

			*Gross*		*Gross*
	*Amortized*		*Unrealized*		*Unrealized*			*Fair*
	*Cost*		*Gains*		*Losses*			*Value*
December 31, 2024
U.S. government and agency obligations
Less than one year	$	10,000,000	$	—	$	( 55,870	)	$	9,944,130
One through five years		3,000,000		—		( 151,590	)		2,848,410
Corporate bonds due in:
Less than one year		350,000		1,090		—			351,090
One through five years		9,112,269		83,414		( 64,547	)		9,131,136
Five through ten years		25,410,219		202,205		( 1,389,376	)		24,223,048
Greater than ten years		4,321,924		202,576		—			4,524,500
Municipal obligations due in:
Greater than ten years		506,706		—		( 108,431	)		398,275
MBS – residential		76,661,752		53,730		( 2,162,673	)		74,552,809
MBS – commercial		16,515,823		—		( 2,181,774	)		14,334,049
Total	$	145,878,693	$	543,015	$	( 6,114,261	)	$	140,307,447

All of the mortgaged-backed securities (“MBSs”) are issued by the Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Government National Mortgage Association.

There w ere no sales of securities during the three and nine months ended September 30, 2025 or September 30, 2024 .

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

The age of unrealized losses and the fair value of related securities as of September 30, 2025 and December 31, 2024 were as follows:

	*Less Than 12 Months*					*12 Months or More*					*Total*
	*Fair*		*Unrealized*			*Fair*		*Unrealized*			*Fair*		*Unrealized*
	*Value*		*Losses*			*Value*		*Losses*			*Value*		*Losses*
September 30, 2025
U.S. government and agency obligations	$	—	$	—		$	2,929,179	$	(70,821	)	$	2,929,179	$	(70,821	)
Corporate bonds		3,433,035		( 60,112	)		11,226,252		( 1,002,413	)		14,659,287		( 1,062,525	)
Municipal obligations		—		—			424,280		( 81,653	)		424,280		( 81,653	)
MBS – residential		708,318		( 4,281	)		13,471,456		( 1,607,056	)		14,179,774		( 1,611,337	)
MBS – commercial		—		—			11,731,870		( 1,653,754	)		11,731,870		( 1,653,754	)
Total	$	4,141,353	$	( 64,393	)	$	39,783,037	$	( 4,415,697	)	$	43,924,390	$	( 4,480,090	)

	*Less Than 12 Months*					*12 Months or More*					*Total*
	*Fair*		*Unrealized*			*Fair*		*Unrealized*			*Fair*		*Unrealized*
	*Value*		*Losses*			*Value*		*Losses*			*Value*		*Losses*
December 31, 2024
U.S. government and agency obligations	$	—	$	—		$	12,792,540	$	(207,460	)	$	12,792,540	$	(207,460	)
Corporate bonds		-		-			15,965,261		( 1,453,923	)		15,965,261		( 1,453,923	)
Municipal obligations		-		-			398,275		( 108,431	)		398,275		( 108,431	)
MBS – residential		43,739,606		( 120,511	)		11,741,816		( 2,042,162	)		55,481,422		( 2,162,673	)
MBS – commercial		-		-			14,334,049		( 2,181,774	)		14,334,049		( 2,181,774	)
Total	$	43,739,606	$	( 120,511	)	$	55,231,941	$	( 5,993,750	)	$	98,971,547	$	( 6,114,261	)

Unrealized losses on corporate bonds 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 September 30, 2025 , 100 % of the mortgage-backed securities were issued by U.S. government-sponsored entities and agencies, primarily FNMA and FHLMC, institutions which the government has affirmed its commitment to support. There were 35 securities in a l oss position at September 30, 2025 . Because the decline in fair value was attributable to changes in interest rates and illiquidity, and not credit quality, and because the Bank does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Bank does not consider these losses to be credit-related at September 30, 2025 . As of September 30, 2025 , no allowance for credit losses ("ACL") was required on available for sale securities. At September 30, 2025 and December 31, 2024 , securi ties available for sale with a carrying value of $ 5,427,755 and $ 5,741,240 were pledged to secure public deposits. Securities available for sale at September 30, 2025 and December 31, 2024 , which were pledged to secure repurchase agreements at the Federal Home Loan Bank of New York, had a carrying value of $ 61,746 and $ 12,881,892 , respectively.

NOTE 3 – INVESTMENT IN LIMITED PARTNERSHIP

At September 30, 2025 the Company held a $ 2.5 million investment in a limited partnership, which is part of a $ 10 million commitment. The fund invests in sale leaseback transactions. As of September 30, 2025, the Company had earned no income from this investment.

NOTE 4 – LOANS

Loans are summarized as follows at September 30, 2025 and December 31, 2024 :

	*September 30,*			*December 31,*
	*2025*			*2024*
Real estate:	(unaudited)
Residential First Mortgage	$	449,596,294		$	472,747,542
Commercial Real Estate		122,811,801			118,008,866
Multi-Family Real Estate		70,364,169			74,152,418
Construction		25,231,859			43,183,657
Commercial and Industrial		3,703,476			6,163,747
Consumer		64,336			80,955
Total loans		671,771,935			714,337,185
Allowance for credit losses		( 2,540,950	)		( 2,620,949	)
Net loans	$	669,230,985		$	711,716,236

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – LOANS (Continued)

The Bank has granted loans to officers and directors of the Bank. At September 30, 2025 and December 31, 2024 , such loans totaled $ 2,024,521 and $ 2,256,911 , respectively.

At September 30, 2025 and December 31, 2024 , deferred loan fees were $ 2,348,676 and $ 2,496,364 , respectively.

The following table presents the activity in the ACL by portfolio segment for the three and nine months ended September 30, 2025 and 2024 :

	*Residential First Mortgage*			*Commercial Real Estate*		*Multi-Family Real Estate*		*Construction*			*Commercial and Industrial*			*Consumer*			*Total*
Three months ended September 30, 2025
Allowance for credit losses:
Beginning balance	$	1,660,885		$	533,874	$	278,916	$	92,712		$	24,340		$	223		$	2,590,950
Provision for (recovery) of credit losses		( 41,284	)		22,684		9,125		( 33,926	)		( 6,563	)		( 36	)		( 50,000	)
Loans charged off		—			—		—		—			—			—			—
Recoveries		—			—		—		—			—			—			—
Total ending allowance balance	$	1,619,601		$	556,558	$	288,041	$	58,786		$	17,777		$	187		$	2,540,950

	*Residential First Mortgage*			*Commercial Real Estate*		*Multi-Family Real Estate*			*Construction*		*Commercial and Industrial*		*Consumer*		*Total*
Three Months Ended September 30, 2024
Allowance for credit losses:
Beginning balance	$	1,836,909		$	456,898	$	315,495		$	105,426	$	33,221	$	—	$	2,747,949
Provision for (recovery) of credit losses		( 10,371	)		5,417		( 2,274	)		6,692		536		—		—
Loans charged off		—			—		—			—		—		—		—
Recoveries		—			—		—			—		—		—		—
Total ending allowance balance	$	1,826,538		$	462,315	$	313,221		$	112,118	$	33,757	$	—	$	2,747,949

	*Residential First Mortgage*			*Commercial Real Estate*		*Multi-Family Real Estate*			*Construction*			*Commercial and Industrial*			*Consumer*		*Total*
Nine Months Ended September 30, 2025
Allowance for credit losses:
Beginning balance	$	1,680,949		$	508,000	$	289,000		$	123,000		$	20,000		$	—	$	2,620,949
Provision for (recovery) of credit losses		( 61,348	)		48,558		( 959	)		( 64,214	)		( 2,223	)		187		( 79,999	)
Loans charged off		—			—		—			—			—			—		—
Recoveries		—			—		—			—			—			—		—
Total ending allowance balance	$	1,619,601		$	556,558	$	288,041		$	58,786		$	17,777		$	187	$	2,540,950

	*Residential First Mortgage*			*Commercial Real Estate*		*Multi-Family Real Estate*			*Construction*			*Commercial and Industrial*		*Consumer*		*Total*
Nine Months Ended September 30, 2024
Allowance for credit losses:
Beginning balance	$	1,851,969		$	437,180	$	317,300		$	157,500		$	22,000	$	—	$	2,785,949
Provision for (recovery) of credit losses		( 25,431	)		25,135		( 4,079	)		( 45,382	)		11,757		—		( 38,000	)
Loans charged off		—			—		—			—			—		—		—
Recoveries		—			—		—			—			—		—		—
Total ending allowance balance	$	1,826,538		$	462,315	$	313,221		$	112,118		$	33,757	$	—	$	2,747,949

For the three and nine months ended September 30, 2025 , the provision for credit losses included a recovery of $ 50,000 and $ 130,000 , respectively, due to a decrease in loan balances and off-balance sheet commitments. Of the total recovery, zero and $ 50,000 was related to off-balance sheet commitments for the three and nine months ended September 30, 2025 , respectively.

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.

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – LOANS (Continued)

The following table presents the balance of non-performing loans by portfolio segments as of September 30, 2025 and December 31, 2024 :

	*Nonaccrual loans beginning of period*		*Nonaccrual loans end of period*		*Nonaccrual with no Allowance for Credit Loss*		*Loans Past Due 90 Days or More Still Accruing*
September 30, 2025
Residential First Mortgage	$	1,863,957	$	2,502,938	$	2,502,938	$	—
Commercial Real Estate		1,205,025		7,060,968		7,060,968		—
Construction		10,893,713		10,893,713		10,893,713		—
Consumer		—		—		—		—
Total	$	13,962,695	$	20,457,619	$	20,457,619	$	—

	*Nonaccrual loans beginning of period*		*Nonaccrual loans end of period*		*Nonaccrual with no Allowance for Credit Loss*		*Loans Past Due 90 Days or More Still Accruing*
December 31, 2024
Residential First Mortgage	$	1,432,072	$	1,863,957	$	1,863,957	$	—
Commercial Real Estate		450,392		1,205,025		1,205,025	$	—
Construction		10,893,713		10,893,713		10,893,713		—
Consumer		—		—		—		—
Total	$	12,776,177	$	13,962,695	$	13,962,695	$	—

Collateral - dependent loans individually evaluated with the ACL by collateral type were as follows at September 30, 2025 and December 31, 2024 :

September 30, 2025
Portfolio segment	*Real estate*		*Other*
Residential First Mortgage	$	2,502,938	$	—
Commercial Real Estate		7,060,968		—
Multi-Family Real Estate		—		—
Construction		10,893,713		—
Commercial and Industrial		—		—
Other Consumer		—		—
	$	20,457,619	$	—

December 31, 2024
Portfolio segment	Real estate		Other
Residential First Mortgage	$	1,863,957	$	—
Commercial Real Estate		1,205,025		—
Multi-Family Real Estate		—		—
Construction		10,893,713		—
Commercial and Industrial		—		—
Other Consumer		—		—
	$	13,962,695	$	—

Interest income recognized during impairment and cash-basis interest income for the three and nine months ended September 30, 2025 and 2024 was nominal.

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – LOANS (Continued)

No no naccrual loans had specific reserves as of September 30, 2025 as they were all well-secured and in the process of collection. The Bank had no other real estate owned at either September 30, 2025 or December 31, 2024 .

The following table presents the aging of the recorded investment in past due loans as of September 30, 2025 and December 31, 2024 , 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*
September 30, 2025
Residential First Mortgage	$	69,992	$	88,237	$	1,801,822	$	1,960,051	$	447,636,243	$	449,596,294
Commercial Real Estate		—		1,859,931		7,060,968		8,920,899		113,890,902		122,811,801
Multi-Family Real Estate		—		—		—		—		70,364,169		70,364,169
Construction		—		—		10,893,713		10,893,713		14,338,146		25,231,859
Commercial and Industrial		19,340		—		—		19,340		3,684,136		3,703,476
Consumer		—		—		—		—		64,336		64,336
Total	$	89,332	$	1,948,168	$	19,756,503	$	21,794,003	$	649,977,932	$	671,771,935

					*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, 2024
Residential First Mortgage	$	119,309	$	1,607,835	$	513,297	$	2,240,441	$	470,507,101	$	472,747,542
Commercial Real Estate		—		—		1,205,025		1,205,025		116,803,841		118,008,866
Multi-Family Real Estate		—		—		—		—		74,152,418		74,152,418
Construction		—		—		10,893,713		10,893,713		32,289,944		43,183,657
Commercial and Industrial		—		—		—		—		6,163,747		6,163,747
Consumer		-		—		—		-		80,955		80,955
Total	$	119,309	$	1,607,835	$	12,612,035	$	14,339,179	$	699,998,006	$	714,337,185

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.

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – LOANS (Continued)

The following table presents loans, by risk category, loan class and year of origination as of September 30, 2025 and December 31, 2024 :

	Term Loans by Origination Year
September 30, 2025	*2025*		*2024*		*2023*		*2022*		*2021*		*Prior*		*Revolving Loans*		*Totals*
Residential First Mortgage
Pass	$	6,522,488	$	26,799,710	$	19,609,339	$	99,318,676	$	29,797,378	$	127,658,092	$	138,007,695	$	447,713,378
Special Mention		—		—		—		—		—		808,122		596,186		1,404,308
Substandard		—		—		—		—		—		142,661		335,947		478,608
Doubtful		—		—		—		—		—		—		—		—
Total		6,522,488		26,799,710		19,609,339		99,318,676		29,797,378		128,608,875		138,939,828		449,596,294
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Commercial Real Estate
Pass		8,598,378		15,977,066		15,379,349		5,259,733		1,719,653		75,503,736		373,886		122,811,801
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total		8,598,378		15,977,066		15,379,349		5,259,733		1,719,653		75,503,736		373,886		122,811,801
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Multi-Family Real Estate
Pass		1,735,716		—		—		5,085,066		—		5,890,652		57,652,735		70,364,169
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total		1,735,716		—		—		5,085,066		—		5,890,652		57,652,735		70,364,169
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Construction
Pass		—		—		—		—		—		—		14,338,146		14,338,146
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		10,893,713		10,893,713
Doubtful		—		—		—		—		—		—		—		—
Total		—		—		—		—		—		—		25,231,859		25,231,859
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Commercial and Industrial
Pass		23,978		1,966,064		161,069		—		—		166,104		1,386,261		3,703,476
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total		23,978		1,966,064		161,069		—		—		166,104		1,386,261		3,703,476
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Consumer
Pass		—		—		—		—		—		—		64,336		64,336
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total		—		—		—		—		—		—		64,336		64,336
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Total loans	$	16,880,560	$	44,742,840	$	35,149,757	$	109,663,475	$	31,517,031	$	210,169,367	$	223,648,905	$	671,771,935

Table of Contents

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 4 – LOANS (Continued)

	Term Loans by Origination Year
December 31, 2024	*2024*		*2023*		*2022*		*2021*		*2020*		*Prior*		*Revolving Loans*		*Totals*
Residential First Mortgage
Pass	$	26,742,846	$	20,620,971	$	102,163,479	$	31,658,834	$	25,961,474	$	118,351,367	$	145,384,614	$	470,883,585
Special Mention		—		—		—		—		186,177		593,420		598,461		1,378,058
Substandard		—		—		—		—		—		146,730		339,169		485,899
Doubtful		—		—		—		—		—		—		—		—
Total		26,742,846		20,620,971		102,163,479		31,658,834		26,147,651		119,091,517		146,322,244		472,747,542
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Commercial Real Estate
Pass		14,935,535		11,625,202		5,363,747		2,030,427		42,533,113		38,696,841		1,618,976		116,803,841
Special Mention		—		—		—		—		—		754,633		—		754,633
Substandard		—		—		—		—		—		450,392		—		450,392
Doubtful		—		—		—		—		—		—		—		—
Total		14,935,535		11,625,202		5,363,747		2,030,427		42,533,113		39,901,866		1,618,976		118,008,866
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Multi-Family Real Estate
Pass		—		—		2,262,457		—		—		1,909,140		69,980,821		74,152,418
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total		—		—		2,262,457		—		—		1,909,140		69,980,821		74,152,418
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Construction
Pass		—		—		—		—		—		—		32,289,944		32,289,944
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		10,893,713		10,893,713
Doubtful		—		—		—		—		—		—		—		—
Total		—		—		—		—		—		—		43,183,657		43,183,657
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Commercial and Industrial
Pass		2,380,140		196,286		—		—		311,422		—		3,275,899		6,163,747
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total		2,380,140		196,286		—		—		311,422		—		3,275,899		6,163,747
Gross charge-offs by vintage		—		—		—		—		—		—		—		—

Consumer
Pass		—		—		—		—		—		—		80,955		80,955
Special Mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Doubtful		—		—		—		—		—		—		—		—
Total		—		—		—		—		—		—		80,955		80,955
Gross charge-offs by vintage		—		—		—		—		—		—		—		—
Total loans	$	44,058,521	$	32,442,459	$	109,789,683	$	33,689,261	$	68,992,186	$	160,902,523	$	264,462,552	$	714,337,185

There were no loan modifications during the three - or nine -month periods ended September 30, 2025 .

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BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – DERIVATIVES AND HEDGING ACTIVITES

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 is (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 September 30, 2025 and December 31, 2024 , the Company had six cash flow interest rate swaps with notional amounts of $ 85.0 million and five cash flow interest rate swaps with notional amounts of $ 65.0 million, respectively, which were used in hedging certain FHLB advances and brokered deposits. The Company also had two fair value interest rate swaps with notional amounts of $ 60.0 million hedging certain fixed-rate residential loans. These interest rate swaps meet the hedge accounting requirements. Changes in the fair value of cash flow hedges are recorded in comprehensive income. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount, which converts variable-rate liabilities to a fixed rate. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreement without the exchange of the underlying notional amount, which convert fixed-rate assets into a variable rate. The fair value hedges are recorded as components of other assets and other liabilities on the Company’s consolidated statement of financial condition. Changes in fair value of the fair value hedges are recorded against the basis of the asset or liability being hedged. The gain or loss on these derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk, are recognized in interest income in the Company’s consolidated statements of operations.

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 September 30, 2025 :

			*September 30,*			*December 31,*
			*2025*			*2024*
	*Hedge Type*	*Consolidated Statements of Financial Condition*	*Fair Value*			*Fair Value*
Interest rate swaps	Cash Flow	Other (Liabilities) Assets	$	( 187,703	)	$	651,340
Interest rate swaps	Fair Value	Other (Liabilities) Assets	$	( 184,691	)	$	109,594
Interest rate swaps	Fair Value	Loans, net	$	236,297		$	( 83,173	)
Total derivative instruments			$	( 136,097	)	$	677,761

For the three and nine months ended September 30, 2025 , unrealized gains of $ 121,000 and $ 603,000 were recorded for changes in fair value of interest rate swaps with third parties and at September 30, 2025 , accrued interest was $ 98,000 , after-tax.

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 three months ended September 30, 2025 and 2024 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was a reduced expense of $ 205,000 and $ 498,000 , respectively. During the nine months ended September 30, 2025 and 2024 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was a reduced expense of $ 568,000 and $ 1.2 million, respectively.

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BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

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.

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.

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BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 6 – FAIR VALUE (Continued)

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 September 30, 2025
Assets:
Securities available for sale:
U.S. government and agency obligations	$	2,929,179	$	—	$	2,929,179	$	—
Corporate bonds		46,330,900		—		46,330,900		—
Municipal obligations		424,280		—		424,280		—
MBS - residential		99,331,011		—		99,331,011		—
MBS - commercial		11,731,869		—		11,731,869		—
Fair value hedge		51,606		—		51,606		—
Liabilities:
Cash flow hedge		187,703		—		187,703		—
Fair value hedge		51,606		—		51,606		—
	$	160,559,536	$	—	$	160,559,536	$	—
As of December 31, 2024
Assets:
Securities available for sale:
U.S. government and agency obligations	$	12,792,540	$	—	$	12,792,540	$	—
Corporate bonds		38,229,775		—		38,229,775		—
Municipal obligations		398,275		—		398,275		—
MBS - residential		74,552,809		—		74,552,809		—
MBS - commercial		14,334,048		—		14,334,048		—

Cash flow hedge		651,340		—		651,340		—
Fair value hedge		109,594		—		109,594		—
	$	141,068,381	$	—	$	141,068,381	$	—

There w ere no transfe rs between level 1 and level 2 during the three or nine months ended September 30, 2025 .

The carrying amounts and estimated fair values of financial instruments not measured at fair value, at September 30, 2025 and December 31, 2024 , were as follows:

	*Carrying*		*Fair*		*Fair Value Measurement Placement*
	*Amount*		*Value*		*(Level 1)*		*(Level 2)*		*(Level 3)*
	(In thousands)
September 30, 2025
Financial instruments - assets
Loans	$	671,772	$	648,287	$	—	$	—	$	648,287
Financial instruments - liabilities
Certificates of deposit		502,537		503,120		—		503,120		—
Borrowings		119,413		120,045		—		120,045		—

	*Carrying*		*Fair*		*Fair Value Measurement Placement*
	*Amount*		*Value*		*(Level 1)*		*(Level 2)*		*(Level 3)*
	(In thousands)
December 31, 2024
Financial instruments - assets
Loans	$	714,337	$	686,977	$	—	$	—	$	686,977
Financial instruments - liabilities
Certificates of deposit		493,280		493,769		—		493,769		—
Borrowings		172,173		172,575		—		172,575		—

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.

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BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss included in equity (net of tax) for the three and nine months ended September 30, 2025 and 2024 was as follows:

	*Unrealized gain*
	*and losses on*
	*available for*
	*sale securities*			*Benefit plans*		*Derivatives*			*Total*
Three months ended
September 30, 2025
Beginning balance	$	( 3,598,212	)	$	69,388	$	( 14,106	)	$	( 3,542,930	)
Other comprehensive (loss) income before reclassification		1,737,976			—		( 120,835	)		1,617,141
Amounts reclassified		—			—		—			—
Net period comprehensive (loss) income		1,737,976			—		( 120,835	)		1,617,141
Ending balance	$	( 1,860,236	)	$	69,388	$	( 134,941	)	$	( 1,925,789	)

September 30, 2024
Beginning balance	$	( 6,676,939	)	$	5,654	$	689,446		$	( 5,981,839	)
Other comprehensive income before reclassification		2,070,862			—		( 936,818	)		1,134,044
Amounts reclassified		—			—		—			—
Net period comprehensive income		2,070,862			—		( 936,818	)		1,134,044
Ending balance	$	( 4,606,077	)	$	5,654	$	( 247,372	)	$	( 4,847,795	)

	*Unrealized gain and losses on available for sale securities*			*Benefit plans*			*Derivatives*			*Total*
Nine Months Ended September 30, 2025
Beginning balance	$	( 4,005,169	)	$	( 60,526	)	$	468,247		$	( 3,597,448	)
Other comprehensive income (loss) before reclassification		2,144,933			—			( 603,188	)		1,541,745
Amounts reclassified		—			129,914			—			129,914
Net period comprehensive income (loss)		2,144,933			129,914			( 603,188	)		1,671,659
Ending balance	$	( 1,860,236	)	$	69,388		$	( 134,941	)	$	( 1,925,789	)

Nine Months Ended September 30, 2024
Beginning balance	$	( 6,639,506	)	$	2,549		$	172,183		$	( 6,464,774	)
Other comprehensive (loss) income before reclassification		2,033,429			—			( 419,555	)		1,613,874
Amounts reclassified		—			3,105			—			3,105
Net period comprehensive (loss) income		2,033,429			3,105			( 419,555	)		1,616,979
Ending balance	$	( 4,606,077	)	$	5,654		$	( 247,372	)	$	( 4,847,795	)

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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 September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 and September 30, 2024 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 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 current beliefs and expectations of our management 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. 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:

●

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 and retaliatory responses;

●

the impact of the current federal government shutdown;

●

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;

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●

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 retain key employees;

●

risks as it relates to cyber security against our information technology and those of our third-party providers and vendors;

●

the failure to maintain current 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.

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, 2024 . 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 September 30, 2025 and December 31, 2024

Total Assets. Assets decreased $45.7 million, or 4.7%, from $971.5 million at December 31, 2024 to $925.8 million at September 30, 2025 , due largely to a $21.0 million, or 40.2%, decrease in cash and cash equivalents, and a $42.5 million, or 6.0%, decrease in loans, offset by a $20.4 million, or 14.6%, increase in securities available for sale.

Cash and Cash Equivalents. Cash and cash equivalents decreased $21.0 million, or 40.2%, to $31.2 million at September 30, 2025 from $52.2 million at December 31, 2024 , as excess funds were used to repay borrowings and to purchase securities.

Net Equity Investments. Net equity investments were $2.5 million, at September 30, 2025 and were initially recorded during the quarter. 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 increased $20.4 million, or 14.6%, to $160.7 million at September 30, 2025 from $140.3 million at December 31, 2024 , due to purchases of corporate bonds and mortgage-backed securities.

Net Loans. Net loans decreased $42.5 million, or 6.0%, to $669.2 million at September 30, 2025 from $711.7 million at December 31, 2024 . The decrease was due to a decrease of $23.2 million, or 4.9%, in one- to four-residential real estate loans to $449.6 million from $472.7 million at December 31, 2024 , a decrease of $18.0 million, or 41.6%, in construction loans to $25.2 million at September 30, 2025 from $43.2 million at December 31, 2024 , a decrease of $2.5 million, or 39.9%, in commercial and industrial loans to $3.7 million at September 30, 2025 from $6.2 million at December 31, 2024 , and a decrease of $3.8 million, or 5.1%, in multi-family real estate loans to $70.4 million at September 30, 2025 from $74.2 million at December 31, 2024 , offset by a $4.8 million, or 4.1%, increase in commercial real estate loans to $122.8 million at September 30, 2025 from $118.0 million at December 31, 2024 . 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 September 30, 2025 and December 31, 2024 , the Bank had no loans held for sale.

Asset Quality. Delinquent loans increased $7.5 million to $21.8 million, or 3.2% of total loans, at September 30, 2025 , compared to $14.3 million, or 2.0% of total loans, at December 31, 2024 . The increase was primarily due to one commercial real estate loan with a balance of $7.1 million, which is considered well-secured and in the process of collection. The loan was on the watchlist and was placed on nonaccrual as it became greater than 90 days past due on September 30, 2025, the related credit quality indicator and risk rating were under review as of September 30, 2025. During the same timeframe, non-performing assets increased from $14.0 million at December 31, 2024 to $20.5 million, which represented 2.2% of total assets at September 30, 2025 . The Company’s allowance for credit losses was 0.38% of total loans and 12.42% of non-performing loans at September 30, 2025 compared to 0.37% of total loans and 18.77% of non-performing loans at December 31, 2024 . The Bank has limited exposure to commercial real estate loans secured by office space. Non-performing loans at September 30, 2025 were primarily comprised of 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 September 30, 2025 . The Company has commenced legal action to foreclose on the property, which is ongoing. We did not record any specific reserves or charge-offs for our nonaccrual loans. The Company did not record any charge-offs for the three and nine months ended September 30, 2025 or 2024 .

Total Liabilities. Total liabilities decreased $49.1 million, or 5.9%, to $785.1 million as of September 30, 2025 from $834.2 million as of December 31, 2024 , primarily due to a $52.8 million decrease in borrowings, offset by a $4.6 million increase in deposits.

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Deposits. Deposits increased $4.6 million, or 0.7%, to $646.8 million at September 30, 2025 from $642.2 million at December 31, 2024 . The increase in deposits was due to an increase in certificates of deposit of $9.2 million, or 1.9%, to $502.5 million as of September 30, 2025 from $493.3 million at December 31, 2024 , and by an increase in savings accounts of $5.7 million, or 12.3%, to $52.6 million as of September 30, 2025 from $46.9 million at December 31, 2024 , offset by a decrease in money market deposit accounts of $3.6 million, or 25.6%, to $10.4 million as of September 30, 2025 from $14.0 million at December 31, 2024 , a $3.5 million, or 10.6%, a decrease in noninterest bearing accounts to $29.2 million as of September 30, 2025 from $32.7 million at December 31, 2024 , and by a $3.4 million, or 6.1%, decrease in NOW accounts. The overall changes reflected the Company's efforts to retain certificates of deposit and savings accounts with customers moving funds into these higher-yielding investments.

At September 30, 2025 , municipal deposits totaled $33.5 million, which represented 5.2% of total deposits, and brokered deposits totaled $112.9 million, which represented 17.5% of deposits. At December 31, 2024 , municipal deposits totaled $30.7 million, which represented 4.8% of deposits, and brokered deposits totaled $101.6 million, which represented 15.8% of total deposits. At September 30, 2025 , uninsured deposits totaled $59.7 million, comprised of 312 account holders, which represented 9.2% of total deposits.

Borrowings. Federal Home Loan Bank of New York borrowings decreased $52.8 million, or 30.6%, to $119.4 million at September 30, 2025 from $172.2 million at December 31, 2024 . Long-term advances decreased $58.3 million, while short-term advances increased by $5.5 million. The weighted average rate of borrowings was 4.42% and 4.49% as of September 30, 2025 and December 31, 2024 , respectively. Total borrowing capacity at the Federal Home Loan Bank was $234.1 million at September 30, 2025 , of which $119.4 million has been advanced. The decrease in borrowings was largely attributable to the repayment of advances and borrowings that matured during the nine months ended September 30, 2025 .

Total Equity. Stockholders’ equity increased $3.4 million to $140.7 million, primarily due to net income of $1.4 million and less unrealized losses related to available-for-sale securities of $1.7 million. At September 30, 2025 , the Company’s ratio of average stockholders’ equity-to-average total assets was 15.02%, compared to 14.10% at December 31, 2024 .

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 September 30,
	2025								2024
	Average Balance			Interest and Dividends		Yield/ Cost			Average Balance			Interest and Dividends		Yield/ Cost
	(Dollars in thousands)
Assets:	(unaudited)
Cash and cash equivalents	$	16,683		$	179		4.27	%	$	10,195		$	138		5.39	%
Loans		682,956			8,214		4.77	%		711,601			8,382		4.69	%
Securities		153,945			2,103		5.46	%		187,212			1,897		4.05	%
Other interest-earning assets		6,460			132		8.16	%		9,908			203		8.20	%
Total interest-earning assets		860,044			10,628		4.91	%		918,916			10,620		4.60	%

Non-interest-earning assets		64,826								56,061
Total assets	$	924,870							$	974,977
Liabilities and equity:
NOW and money market accounts	$	70,664		$	434		2.44	%	$	65,767		$	329		1.99	%
Savings accounts		50,442			269		2.11	%		44,029			205		1.85	%
Certificates of deposit (1)		502,657			4,922		3.89	%		497,251			5,626		4.50	%
Total interest-bearing deposits		623,763			5,625		3.58	%		607,047			6,160		4.04	%

Federal Home Loan Bank advances (1)		116,135			1,109		3.79	%		196,885			1,803		3.64	%
Total interest-bearing liabilities		739,898			6,734		3.61	%		803,932			7,963		3.94	%
Non-interest-bearing deposits		29,427								31,679
Other non-interest-bearing liabilities		16,114								2,724
Total liabilities		785,439								838,335

Total equity		139,431								136,642
Total liabilities and equity	$	924,870							$	974,977
Net interest income				$	3,894							$	2,657
Interest rate spread (2)							1.30	%							0.66	%
Net interest margin (3)							1.80	%							1.15	%
Average interest-earning assets to average interest-bearing liabilities		116.24	%							114.30	%

(1) Cash flow and fair value hedges are used to manage interest rate risk. During the three months ended September 30, 2025 and 2024 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was a reduced expens e of $205,000 and $498,000 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.

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	Nine Months Ended September 30,
	2025								2024
	Average Balance			Interest and Dividends		Yield/ Cost			Average Balance			Interest and Dividends		Yield/ Cost
	(Dollars in thousands)
Assets:
Cash and cash equivalents	$	14,420		$	550		5.09	%	$	9,072		$	415		6.09	%
Loans		695,200			25,109		4.82	%		711,697			24,888		4.66	%
Securities		146,820			5,882		5.34	%		179,818			5,287		3.92	%
Other interest-earning assets		7,277			515		9.44	%		8,903			566		8.48	%
Total interest-earning assets		863,717			32,056		4.95	%		909,490			31,156		4.57	%
Non-interest-earning assets		58,963								58,221
Total assets	$	922,680							$	967,711
Liabilities and equity:
NOW and money market accounts	$	74,409		$	1,338		2.40	%	$	67,628		$	993		1.96	%
Savings accounts		48,358			743		2.06	%		43,824			608		1.85	%
Certificates of deposit (1)		489,876			14,830		4.05	%		510,494			16,784		4.39	%
Total interest-bearing deposits		612,643			16,911		3.69	%		621,946			18,385		3.95	%
Federal Home Loan Bank advances (1)		134,689			3,963		3.93	%		171,565			4,719		3.67	%
Total interest-bearing liabilities		747,332			20,874		3.73	%		793,511			23,104		3.89	%
Non-interest-bearing deposits		31,413								31,225
Other non-interest-bearing liabilities		5,367								6,154
Total liabilities		784,112								830,890
Total equity		138,568								136,821
Total liabilities and equity	$	922,680							$	967,711
Net interest income				$	11,182							$	8,052
Interest rate spread (2)							1.21	%							0.68	%
Net interest margin (3)							1.73	%							1.18	%
Average interest-earning assets to average interest-bearing liabilities		115.57	%							114.62	%

(1) Cash flow hedges are used to manage interest rate risk. During the nine months ended September 30, 2025 and 2024 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was a reduced expen se of $568,000 and $1. 2 million 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.

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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 September 30, 2025									Nine Months Ended September 30, 2025
	Compared to									Compared to
	Three Months Ended September 30, 2024									Nine Months Ended September 30, 2024
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume			Rate			Net			Volume			Rate			Net
	(In thousands)
Interest income:	(unaudited)
Cash and cash equivalents	$	204		$	(163	)	$	41		$	248		$	(113	)	$	135
Loans receivable		(945	)		777			(168	)		(822	)		1,043			221
Securities		(1,714	)		1,920			206			(1,517	)		2,112			595
Other interest earning assets		(70	)		(1	)		(71	)		(137	)		86			(51	)
Total interest-earning assets		(2,525	)		2,533			8			(2,228	)		3,128			900

Interest expense:
NOW and money market accounts		26			79			105			106			239			345
Savings accounts		33			31			64			65			70			135
Certificates of deposit		398			(1,102	)		(704	)		(668	)		(1,286	)		(1,954	)
Federal Home Loan Bank advances		(1,167	)		473			(694	)		(1,234	)		478			(756	)
Total interest-bearing liabilities		(710	)		(519	)		(1,229	)		(1,731	)		(499	)		(2,230	)
Net (decrease) increase in net interest income	$	(1,815	)	$	3,052		$	1,237		$	(497	)	$	3,627		$	3,130

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Comparison of Operating Results for the Three Months Ended September 30, 2025 and September 30, 2024

General. Net income increased $822,000 to $455,000 for the three months ended September 30, 2025 from a net loss of $367,000 for the three months ended September 30, 2024 . The increase was primarily due to an increase of $1.2 million in net interest income, partially offset by a decrease of $326,000 in income tax benefit.

Interest Income. Interest income increased $8,000, or 0.1%, and was $10.6 million for the three months ended September 30, 2025 and September 30, 2024 .

Interest income on cash and cash equivalents increased $41,000, or 29.7%, to $179,000 for the three months ended September 30, 2025 from $138,000 for the three months ended September 30, 2024 due to a $6.5 million increase in the average balance to $16.7 million for the three months ended September 30, 2025 from $10.2 million for the three months ended September 30, 2024 , reflecting proceeds from loan repayments, which were offset by funds used to repay borrowings. This was offset by a 112 basis point decrease in the average yield from 5.39% for the three months ended September 30, 2024 to 4.27% for the three months ended September 30, 2025 , due to the lower interest rate environment.

Interest income on loans decreased $168,000, or 2.0%, as a $28.6 million decrease in the average balance to $683.0 million for the three months ended September 30, 2025 from $711.6 million for the three months ended September 30, 2024 was offset by a eight basis point increase in the yield from 4.69% for the three months ended September 30, 2024 to 4.77% for the three months ended September 30, 2025 .

Interest income on securities increased $206,000, or 10.9%, due to a 141 basis point increase in the average yield, from 4.05% for the three months ended September 30, 2024 to 5.46% for the three months ended September 30, 2025 , which was offset by a $33.3 million decrease in the average balance to $153.9 million for the three months ended September 30, 2025 from $187.2 million for the three months ended September 30, 2024 . The changes in the yield and average balance reflect that, in the fourth quarter of 2024, the Company sold approximately $66.0 million in amortized cost ($57.1 million in market value) of securities with a weighted average yield of 1.89% and reinvested $32.7 million of these proceeds into securities with a weighted average yield of 5.60%.

Interest Expense. Interest expense decreased $1.2 million, or 15.4%, from $8.0 million for the three months ended September 30, 2024 to $6.7 million for the three months ended September 30, 2025 due to lower costs on certificates of deposit and lower balances on borrowings.

Interest expense on interest-bearing deposits decreased $535,000, or 8.7%, to $5.6 million for the three months ended September 30, 2025 from $6.2 million for the three months ended September 30, 2024 . The decrease was due to a 46 basis point decrease in the average cost of deposits to 3.58% for the three months ended September 30, 2025 from 4.04% for the three months ended September 30, 2024 . 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. Our rates on certificates of deposit decreased 61 basis points to 3.89% for the three months ended September 30, 2025 from 4.50% for the three months ended September 30, 2024 , while the average balances of certificates of deposit increased $5.4 million to $502.7 million for the three months ended September 30, 2025 from $497.3 million for the three months ended September 30, 2024 . The average balance of NOW/money market accounts and savings accounts increased $4.9 million and $6.4 million for the three months ended September 30, 2025 , respectively, compared to the three months ended September 30, 2024 .

Interest expense on Federal Home Loan Bank advances decreased $694,000, or 38.5%, from $1.8 million for the three months ended September 30, 2024 to $1.1 million for the three months ended September 30, 2025 . The decrease was primarily due to a decrease in the average balance of $80.8 million to $116.1 million for the three months ended September 30, 2025 , from $196.9 million for the three months ended September 30, 2024 . The decrease was offset by an increase in the average cost of borrowings of 15 basis points to 3.79% for the three months ended September 30, 2025 from 3.64% for the three months ended September 30, 2024 due to the new borrowings being shorter durations at higher rates.

Net Interest Income. Net interest income increased $1.2 million, or 46.6%, to $3.9 million for the three months ended September 30, 2025 from $2.7 million for the three months ended September 30, 2024 . The increase reflected a 64 basis point increase in our net interest rate spread to 1.30% for the three months ended September 30, 2025 from 0.66% for the three months ended September 30, 2024 . Our net interest margin increased 65 basis points to 1.80% for the three months ended September 30, 2025 from 1.15% for the three months ended September 30, 2024 .

Provision for Credit Losses. We recorded a $50,000 recovery of credit losses for the three months ended September 30, 2025 compared to no provision for credit losses for the three months ended September 30, 2024 due to lower loan balances and commitments.

Non-Interest Income. Non-interest income decreased by $6,000, or 1.8%, to $321,000 for the three months ended September 30, 2025 from $327,000 for the three months ended September 30, 2024 due to the gain on the sale of loans of $12,000 for the three months ended September 30, 2024 compared to no such gain in 2025.

Non-Interest Expense. For the three months ended September 30, 2025, non-interest expense increased $133,000, or 3.7%, over the comparable 2024 period. Professional fees increased $113,000, or 45.6%, due to an increase in legal and consulting fees. Occupancy and equipment costs increased $259,000, or 68.0%, as a result of the lease-buyback transaction completed in the fourth quarter of 2024, which resulted in increased lease expense going forward. These increases were offset by a $79,000, or 3.8%, reduction in salaries and employee benefits, which decreased due to lower headcount, a $75,000, or 87.9%, decrease in advertising expenses and a $58,000, or 26.9%, decrease in other non-interest expense.

Income Tax Expense. Income tax expense increased $326,000 to an expense of $73,000 for the three months ended September 30, 2025 from a $253,000 benefit for the three months ended September 30, 2024 . The increase was due to an increase of $1.1 million in pre-tax income.

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Comparison of O perating Results for the Nine Months Ended September 30, 2025 and September 30, 2024

General. Net income increased by $2.7 million to net income of $1.4 million for the nine months ended September 30, 2025 from a net loss of $1.2 million for the nine months ended September 30, 2024. This increase was primarily du e to an increase of $3.1 million in net interest income and a $200,000 decrease in the provision for credit losses, partially offset by a $478,000 increase in non-interest expense and a decrease of $814,000 in income tax benefit. Income for the nine months ended September 30, 2025 included a one-time death benefit of approximately $543,000 from a bank-owned life insurance policy related to a former employee.

Interest Income. Interest income increased $900,000, or 2.9%, from $31.2 million for the nine months ended September 30, 2024 to $32.1 million for the nine months ended September 30, 2025 due to higher yields on interest-earning assets, offset by a decrease in the average balance of interest-earning assets.

Interest income on cash and cash equivalents increased $135,000, or 32.5%, to $550,000 for the nine months ended September 30, 2025 from $415,000 for the nine months ended September 30, 2024 due to a $5.3 million increase in the average balance to $14.4 million for the nine months ended September 30, 2025 from $9.1 million for the nine months ended September 30, 2024 . This was partially offset by a 100 basis point decrease in the average yield from 6.09% for the nine months ended September 30, 2024 to 5.09% for the nine months ended September 30, 2025 , due to the lower rate environment.

Interest income on loans increased $221,000, or 0.9%, to $25.1 million for the nine months ended September 30, 2025 compared to $24.9 million for the nine months ended September 30, 2024 due primarily to a 16 basis point increase in the average yield from 4.66% for the nine months ended September 30, 2024 to 4.82% for the nine months ended September 30, 2025 , offset by a $16.5 million decrease in the average balance to $695.2 million for the nine months ended September 30, 2025 from $711.7 million for the nine months ended September 30, 2024 .

Interest income on securities increased $595,000, or 11.3%, to $5.9 million for the nine months ended September 30, 2025 from $5.3 million for the nine months ended September 30, 2024 primarily due to a 142 basis point increase in the average yield from 3.92% for the nine months ended September 30, 2024 to 5.34% for the nine months ended September 30, 2025, which was offset by a $33.0 million decrease in the average balance to $146.8 million for the nine months ended September 30, 2025 from $179.8 million for the nine months ended September 30, 2024. The decrease in the average balance and the increase in the yield was as a result of the balance sheet restructuring undertaken in the fourth quarter of 2024, where certain lower-yielding securities were sold and a portion of the proceeds were reinvested into higher-yielding securities and all remaining held to maturity securities were reclassified as available for sale.

Interest Expense. Interest expense decreased $2.2 million, or 9.7%, from $23.1 million for the nine months ended September 30, 2024 to $20.9 million for the nine months ended September 30, 2025 , primarily due to lower average balances on certificates of deposit and borrowings and a lower rate paid on certificates of deposit.

Interest expense on interest-bearing deposits decreased $1.5 million, or 8.0%, to $16.9 million for the nine months ended September 30, 2025 from $18.4 million for the nine months ended September 30, 2024. The decrease was due to a 26 basis point decrease in the average cost of deposits to 3.69% for the nine months ended September 30, 2025 from 3.95% for the nine months ended September 30, 2024. The decrease in the average cost was driven by a 34 basis point decrease in the average cost of certificates of deposit to 4.05% for the nine months ended September 30, 2025 from 4.39% for the nine months ended September 30, 2024. The decrease in the average cost of deposits was due to the lower interest rate environment and a change in the composition of the deposit portfolio as the average balance of certificates of deposit declined while the average balance of transactional accounts increased. The average balances of certificates of deposit decreased $20.6 million to $489.9 million for the nine months ended September 30, 2025 from $510.5 million for the nine months ended September 30, 2024 while average NOW/money market accounts and savings accounts increased $6.8 million and $4.5 million for the nine months ended September 30, 2025, respectively, compared to the nine months ended September 30, 2024.

Interest expense on Federal Home Loan Bank advances decreased $756,000, or 16.0%. The decrease was primarily due to a decrease in the average balance of $36.9 million to $134.7 million for the nine months ended September 30, 2025 from $171.6 million for the nine months ended September 30, 2024. The decrease was offset by an increase in the average cost of borrowings of 26 basis points to 3.93% for the nine months ended September 30, 2025 from 3.67% for the nine months ended September 30, 2024 due to the new borrowings being for shorter durations at higher rates.

Net Interest Income. Net interest income increased $3.1 million, or 38.9%, to $11.2 million for the nine months ended September 30, 2025 from $8.1 million for the nine months ended September 30, 2024. The increase reflected a 53 basis point increase in our net interest rate spread to 1.21% for the nine months ended September 30, 2025 from 0.68% for the nine months ended September 30, 2024. Our net interest margin increased 55 basis points to 1.73% for the nine months ended September 30, 2025 from 1.18% for the nine months ended September 30, 2024

Provision for Credit Losses. We recorded an $130,000 recovery of credit losses for the nine months ended September 30, 2025 compared to a $70,000 provision for credit losses for the nine months ended September 30, 2024 . The decrease in the allowance for credit losses was due to the decrease in loans, loan commitments and held-to-maturity securities and the absence of charge-offs.

Non-Interest Income. Non-interest income increased by $612,000, or 65.9%, to $1.5 million for the nine months ended September 30, 2025 from $930,000 for the nine months ended September 30, 2024 . Bank-owned life insurance income increased $564,000, or 87.1%, due to a death benefit receivable related to a former employee and higher balances during 2025 . The gain on the sale of loans also increased by $26,000 compared to the nine months ended September 30, 2024 .

Non-Interest Expense. For the nine months ended September 30, 2025, non-interest expense increased $478,000, or 4.4%, over the comparable 2024 period. Professional fees increased $250,000, or 36.7%, due to higher legal and consulting expense. Occupancy and equipment costs increased $833,000, or 74.4%, as a result of the lease-buyback transaction completed in the fourth quarter of 2024, which resulted in increased lease expense. These were offset by a $241,000, or 3.8%, reduction in salaries and employee benefit, which decreased due to lower headcount, advertising expense, which decreased by $179,000, or 57.6%, and other non-interest expense, which decreased $183,000, or 24.4%.

Income Tax Expense. Income tax benefit decreased $814,000, or 99.1%, to a benefit of $8,000 for the nine months ended September 30, 2025 from a $821,000 benefit for the nine months ended September 30, 2024 . The decrease was due to an increase of $3.5 million in pre-tax income. Included in the net income for the nine months ended September 30, 2025 was a one-time death benefit of approximately $543,000 from a bank-owned life insurance policy, which was a non-taxable event and reduced the Company's effective tax rate for the period.

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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 September 30, 2025 . 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	$	85,472	$	(45,353	)		(34.67	)%		10.20	%		(29.29	)%
300 bp		97,152		(33,673	)		(25.74	)		11.36			(21.25	)
200 bp		107,892		(22,933	)		(17.53	)		12.37			(14.21	)
100 bp		119,114		(11,711	)		(8.95	)		13.40			(7.11	)
—		130,825		—			—			14.42			—
(100) bp		141,878		11,053			8.45			15.34			6.37
(200) bp		153,187		22,362			17.09			16.24			12.57
(300) bp		164,667		33,842			25.87			17.10			18.55
(400) bp		177,806		46,981			35.91			18.08			25.34

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.

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As of September 30, 2025 , 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		(15.44	)%
300		(11.40	)
200		(7.56	)
100		(3.79	)
—		—
(100)		3.37
(200)		7.00
(300)		10.17
(400)		11.62

(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 September 30, 2025 , we had the ability to borrow up to $234.1 million, of which $119.4 million was outstanding and $7.2 million was utilized as collateral for letters of credit issued to secure municipal deposits. At September 30, 2025 , 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 st rategies 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 September 30, 2025 .

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 September 30, 2025 , cash and cash equivalents totaled $31.2 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $160.7 million at September 30, 2025 .

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 September 30, 2025 totaled $444.6 million, or 68.8% 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 September 30, 2025 , we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines. As a result of the Economic Growth, Regulatory R elief, 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 September 30, 2025 , the Bank reported as a qualifying community bank with a ratio of 15.42%.

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.

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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 Operation – Management of Market Risk.”

Item 4. Controls and Procedures

An evaluation was performed under the supervis ion 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 Exchange Act of 1934, as amended) as of September 30, 2025 . 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 September 30, 2025 , 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.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

At September 30, 2025 , we were 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.

Item 1A. Risk Factors

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, 2024 .

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 September 30, 2025 , 4,821 shares have been repurchased pursuant to the program at a cost of $ 42,000 .

The following table provides information on repurchases by the Company of its common stock under the Company's Board approved program for the third 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
July 1 - 31, 2025	—	$ —	—	—
August 1 - 31, 2025	4,221	8.74	4,221	233,369
September 1 - 30, 2025	600	9.03	600	232,769
Total	4,821	$ 8.78	4,821	232,769

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2025 , none 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.

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Item 6. Exhibits

Exhibit Number		Description

3.1		Articles of Incorporation of Bogota Financial Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-233680))

3.2		Amended and Restated Bylaws of Bogota Financial Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 24, 2024 (Commission File No. 333-233680))

4.1		Form of Common Stock Certificate of Bogota Financial Corp. (incorporated by reference to Exhibit 4 of the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-233680))

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.0		The following materials for the periods ended September 30, 2025 , formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements*

104		Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

* Furnished, not filed.

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SIGNATURES

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: November 12, 2025	/s/ Kevin Pace
	Kevin Pace
	President and Chief Executive Officer



Date: November 12, 2025	/s/ Brian McCourt
	Brian McCourt
	Executive Vice President and Chief Financial Officer

TABLE OF CONTENTS

Part I Item 1. Financial Statements Note 1 Summary Of Significant Accounting Policies Note 2 Securities Available For Sale Note 2 Securities Available For Sale (continued)Note 3 Investment in Limited Partnership Note 4 Loans Note 4 Loans (continued)Note 5 Derivatives and Hedging Activites Note 6 Fair Value Note 6 Fair Value (continued)Note 7 Accumulated Other Comprehensive Loss Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Part II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds, and Issuer Purchase Of Equity Securities Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Articles of Incorporation of Bogota Financial Corp. (incorporated by reference to Exhibit 3.1 of the Companys Registration Statement on Form S-1, as amended (Commission File No. 333-233680)) 3.2 Amended and RestatedBylaws of Bogota Financial Corp. (incorporated by reference to Exhibit 3.2 of the Companys Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 24, 2024(Commission File No. 333-233680)) 4.1 Form of Common Stock Certificate of Bogota Financial Corp. (incorporated by reference to Exhibit 4 of the Companys Registration Statement on Form S-1, as amended (Commission File No. 333-233680)) 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

BSBK 10-Q Quarter ended Sept. 30, 2025

Exhibits