What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 315 added, 195 removed, 952 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

June 30, 2025

September 30, 2025

December 31, 2024

21 unchanged sentences

10,386,607 10,776,596

Investment in limited partnership

4,780,696 6,682,035

20 unchanged sentences

Stockholders’ Equity

Preferred stock $ 0.01 par value 1,000,000 shares authorized, none issued and outstanding at June 30, 2025 and December 31, 2024

Common stock $ 0.01 par value, 30,000,000 shares authorized, 13,008,389 issued and outstanding at June 30, 2025 and 13,059,175 at December 31, 2024

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

3 unchanged sentences

91,416,615 90,006,648

Unearned ESOP shares ( 369,670 shares at June 30, 2025 and 382,933 shares at December 31, 2024)

Unearned ESOP shares ( 362,929 shares at September 30, 2025 and 382,933 shares at December 31, 2024)

( 4,294,691 ) ( 4,520,594 )

9 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Interest income

22 unchanged sentences

Income (loss) before income taxes

Income tax benefit

Income tax expense (benefit)

Net income (loss)

5 unchanged sentences

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Net income (loss)

Other comprehensive (loss) income:

Net unrealized (loss) gain on securities available for sale:

Other comprehensive income:

Net unrealized gain on securities available for sale:

Defined benefit retirement plans:

Reclassification adjustment for amortization of prior service cost and net gain included in salaries and employee benefits

Unrealized (loss) gain on swap contracts accounted for as cash flow hedges

Total other comprehensive (loss) income

Comprehensive (loss) income

Unrealized (loss) on swap contracts accounted for as cash flow hedges

Total other comprehensive income

Comprehensive income

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Common Additional Unearned Other Total

Comprehensive

1 unchanged sentence

Balance January 1, 2024

13,279,230 $ 132,792 $ 56,149,915 $ 92,177,068 $ ( 4,821,798 ) $ ( 6,464,774 ) $ 137,173,203

— — — ( 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

— — — ( 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

— — — ( 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

— — — 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

— — — 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

— — — 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.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended

For the nine months ended

September 30,

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

Amortization of deferred loan (fees) costs, net

300,308 377,301

Amortization of deferred loan costs, net

126,840 183,775

Amortization of premiums and accretion of discounts on securities, net

Deferred income benefit

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

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

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

Net cash provided by (used for) investing activities

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

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

Cash and cash equivalents at June 30,

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.

10 unchanged sentences

was formed to buy, sell and hold investment securities.

Bogota Properties, LLC, formed to hold real estate owned by the Company, was inactive at June 30, 2025 and December 31, 2024 .

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.

9 unchanged sentences

The potentially diluted shares would then be included in the weighted average number of shares outstanding for the period using the treasury stock method.

For the three and six months ended June 30, 2025 and June 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.

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 six months ended June 30, 2025 , 5,189 and 1,957 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 six months ended June 30, 2025 and 2024 .

For the three months ended June 30, 2025 For the three months ended June 30, 2024 For the six months ended June 30, 2025 For the six months ended June 30, 2024

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

Net income (loss)

2 unchanged sentences

12,637,950 12,702,683 12,641,128 12,702,683

Effect of non-unvested restricted stock

Effect of unvested restricted stock

12,242 — 1,532 —

26 unchanged sentences

NOTE 2 – SECURITIES AVAILABLE FOR SALE

The following table summarizes the amortized cost, fair value, and gross unrealized gains and losses of securities available for sale, by contractual maturity, none of which had an allowance for credit losses at June 30, 2025 and December 31, 2024 :

June 30, 2025

September 30, 2025

government and agency obligations

2 unchanged sentences

Corporate bonds due in:

Less than one year

350,000 323 — 350,323

One through five years

36 unchanged sentences

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 six months ended June 30, 2025 or June 30, 2024 .

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

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

June 30, 2025

September 30, 2025

government and agency obligations

23 unchanged sentences

$ 43,739,606 $ ( 120,511 ) $ 55,231,941 $ ( 5,993,750 ) $ 98,971,547 $ ( 6,114,261 )

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

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 June 30, 2025 , 100 % of the mortgage-backed securities were issued by U.S.

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 51 securities in a l oss position at June 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 June 30, 2025 .

As of June 30, 2025 , no allowance for credit losses ("ACL") was required on available for sale securities.

At June 30, 2025 and December 31, 2024 , securities available for sale with a carrying valu e of $ 5,476,487 and $ 5,741,240 were pledged to secure public deposits.

Securities available for sale at June 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 $ 69,916 and $ 12,881,892 , respectively.

There were 35 securities in a l oss position 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 June 30, 2025 and December 31, 2024 :

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

September 30,

Residential First Mortgage

16 unchanged sentences

The Bank has granted loans to officers and directors of the Bank.

At June 30, 2025 and December 31, 2024 , such loans totaled $ 2,052,522 and $ 2,256,911 , respectively.

At June 30, 2025 and December 31, 2024 , deferred loan fees were $ 2,458,592 and $ 2,496,364 , respectively.

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

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

1 unchanged sentence

Commercial and Industrial Consumer

Three months ended June 30, 2025

Three months ended September 30, 2025

Allowance for credit losses:

11 unchanged sentences

Commercial and Industrial Consumer

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Allowance for credit losses:

11 unchanged sentences

Commercial and Industrial Consumer

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Allowance for credit losses:

11 unchanged sentences

Commercial and Industrial Consumer

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Allowance for credit losses:

8 unchanged sentences

$ 1,826,538 $ 462,315 $ 313,221 $ 112,118 $ 33,757 $ — $ 2,747,949

For the three and six months ended June 30, 2025 , the provision for credit losses included a recover y of $ 50,000 due to a decrease in off-balance sheet commitments.

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.

2 unchanged sentences

NOTE 4 – LOANS (Continued)

The following table presents the balance of non-performing loans by portfolio segments as of June 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

June 30, 2025

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

4 unchanged sentences

$ 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

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

5 unchanged sentences

$ 12,776,177 $ 13,962,695 $ 13,962,695 $ —

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

June 30, 2025

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

8 unchanged sentences

Portfolio segment

Real estate Other

Residential First Mortgage

5 unchanged sentences

$ 13,962,695 $ —

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

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

BOGOTA FINANCIAL CORP.

1 unchanged sentence

NOTE 4 – LOANS (Continued)

No no naccrual loans had specific reserves as of June 30, 2025 as they were all well-secured and in the process of collection.

The Bank had no other real estate owned at either June 30, 2025 or December 31, 2024 .

The following table presents the aging of the recorded investment in past due loans as of June 30, 2025 and December 31, 2024 , by class of loans:

June 30, 2025

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:

September 30, 2025

Residential First Mortgage

39 unchanged sentences

NOTE 4 – LOANS (Continued)

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

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

June 30, 2025

September 30, 2025

Revolving Loans

54 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – LOANS (Continued)

Term Loans by Origination Year

54 unchanged sentences

$ 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 six -month periods ended

June 30, 2025

There were no loan modifications during the three - or

-month periods ended

September 30, 2025

BOGOTA FINANCIAL CORP.

23 unchanged sentences

Interest Rate Swaps.

At June 30, 2025 and December 31, 2024 , the Company had five cash flow interest rate swaps with notional amounts of $ 65.0 million hedging certain FHLB advances and brokered deposits.

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.

6 unchanged sentences

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 June 30, 2025 :

Asset Derivative

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,

Consolidated Statements of Financial Condition

9 unchanged sentences

$ ( 136,097 ) $ 677,761

For the three and six months ended June 30, 2025 , unrealized gains of $ 163,000 and $ 482,000 were recorded for changes in fair value of interest rate swaps with third parties and at June 30, 2025 , accrued interest was $ 90,000 , after-tax.

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 June 30, 2025 and 2024 , the net effect on interest expense on the Federal H ome Loan Bank advances and certificates of deposit was a reduced expense of $ 186,000 and $ 461,000 , respectively.

During the six months ended June 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 $ 363,000 and $ 749,000 , respectively.

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.

BOGOTA FINANCIAL CORP.

13 unchanged sentences

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.

BOGOTA FINANCIAL CORP.

3 unchanged sentences

Quoted Prices

As of June 30, 2025

As of September 30, 2025

Securities available for sale:

13 unchanged sentences

187,703 — 187,703 —

Fair value hedge

51,606 — 51,606 —

$ 160,559,536 $ — $ 160,559,536 $ —

As of December 31, 2024

15 unchanged sentences

$ 141,068,381 $ — $ 141,068,381 $ —

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

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

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:

Fair Value Measurement Placement

(In thousands)

June 30, 2025

September 30, 2025

Financial instruments - assets

19 unchanged sentences

NOTE 7 – ACCUMULATED OTHER COMPREHENSIVE LOSS

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

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

4 unchanged sentences

Three months ended

June 30, 2025

September 30, 2025

Beginning balance

3 unchanged sentences

Amounts reclassified

— 129,914 — 129,914

Net period comprehensive (loss) income

2 unchanged sentences

$ ( 1,860,236 ) $ 69,388 $ ( 134,941 ) $ ( 1,925,789 )

June 30, 2024

September 30, 2024

Beginning balance

8 unchanged sentences

Unrealized gain and losses on available for sale securities Benefit plans

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Beginning balance

8 unchanged sentences

$ ( 1,860,236 ) $ 69,388 $ ( 134,941 ) $ ( 1,925,789 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Beginning balance

3 unchanged sentences

Amounts reclassified

— 3,105 — 3,105

Net period comprehensive (loss) income

2 unchanged sentences

$ ( 4,606,077 ) $ 5,654 $ ( 247,372 ) $ ( 4,847,795 )

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations at June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 and June 30, 2024 is intended to assist in understanding the financial condition and results of operations of Bogota Financial Corp.

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 contains 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.

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 performance, growth and operating strategies;

statements regarding our business plans, prospects, financial condition and performance, growth and operating strategies;

statements regarding the quality of our loan and investment portfolios;

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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;

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Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

Comparison of Financial Condition at June 30, 2025 and December 31, 2024

Comparison of Financial Condition at September 30, 2025 and December 31, 2024

Total Assets.

Assets decreased $49.7 million, or 5.1%, from $971.5 million at December 31, 2024 to $921.8 million at June 30, 2025 , primarily due to a $31.9 million, or 61.1%, decrease in cash and cash equivalents, and an $18.5 million, or 2.6%, decrease in loans, offset by a $4.3 million, or 3.1%, increase in securities available for sale.

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 $31.9 million, or 61.1%, to $20.3 million at June 30, 2025 from $52.2 million at December 31, 2024 , as excess funds were used to repay borrowings.

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 $4.3 million, or 3.1%, to $144.6 million at June 30, 2025 from $140.3 million at December 31, 2024 , primarily due to purchases of corporate bonds and residential mortgage-backed securities.

Net loans decreased $18.5 million, or 2.6%, to $693.2 million at June 30, 2025 from $711.7 million at December 31, 2024 .

The decrease was due to a decrease of $14.5 million, or 3.1%, in one- to four-residential real estate loans to $458.2 million from $472.7 million at December 31, 2024 , a decrease of $17.4 million, or 40.3%, in construction loans to $25.8 million at June 30, 2025 from $43.2 million at December 31, 2024 , and a decrease of $1.9 million, or 30.5%, in commercial and industrial loans to $4.3 million at June 30, 2025 from $6.2 million at December 31, 2024 , offset by a $8.0 million, or 10.7%, increase in multi-family real estate loans to $82.1 million at June 30, 2025 from $74.2 million at December 31, 2024 , and by a $7.3 million, or 6.2%, increase in commercial real estate loans to $125.3 million at June 30, 2025 from $118.0 million at December 31, 2024 .

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 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 June 30, 2025 and December 31, 2024 , the Bank had no loans held for sale.

As of September 30, 2025 and December 31, 2024 , the Bank had no loans held for sale.

Asset Quality.

Delinquent loans increased $6.1 million to $20.4 million, or 2.9% of total loans, at June 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 that became 60 days past due, which has a balance of $7.1 million, and is considered well-secured, accruing and in the process of collection.

We did not record any specific reserves or charge-offs for our nonaccrual loans.

During the same timeframe, non-performing assets decreased from $14.0 million at December 31, 2024 to $13.9 million, which represented 1.5% of total assets at June 30, 2025 .

The Company’s allowance for credit losses was 0.37% of total loans and 18.69% of non-performing loans at June 30, 2025 compared to 0.37% of total loans and 18.77% of non-performing loans at December 31, 2024 .

The Bank does not have any exposure to commercial real estate loans secured by office space.

Non-performing loans at June 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 June 30, 2025 .

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.

The Company did not record any charge-offs for the three and six months ended June 30, 2025 or 2024.

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 $50.8 million, or 6.1%, to $783.4 million as of June 30, 2025 from $834.2 million as of December 31, 2024 , primarily due to a $36.2 million decrease in borrowings and a $14.0 million decrease in deposits.

Deposits decreased $14.0 million, or 2.2%, to $628.2 million at June 30, 2025 from $642.2 million at December 31, 2024 .

The decrease in deposits was reflected in most deposit categories including a decrease in certificates of deposit of $11.5 million, or 2.3%, to $481.8 million as of June 30, 2025 from $493.3 million at December 31, 2024 , a decrease in NOW accounts of $2.8 million, or 5.0%, to $52.6 million as of June 30, 2025 from $55.4 million at December 31, 2024 , a $2.3 million, or 16.6%, decrease in money market accounts to $11.7 million as of June 30, 2025 from $14.0 million at December 31, 2024 .

The decreases were offset by a $4.6 million, or 9.8%, increase in savings accounts.

The changes reflected competition and customers moving funds into other higher-yielding investments.

At June 30, 2025 , municipal deposits totaled $25.4 million, which represented 4.1% of total deposits, and brokered deposits totaled $108.0 million, which represented 17.2% of deposits.

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.

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 June 30, 2025 , uninsured deposits totaled $57.0 million, comprised of 300 account holders, which represented 9.1% of total deposits.

Federal Home Loan Bank of New York borrowings decreased $36.2 million, or 21.0%, to $136.0 million at June 30, 2025 from $172.2 million at December 31, 2024 .

At September 30, 2025 , uninsured deposits totaled $59.7 million, comprised of 312 account holders, which represented 9.2% of total deposits.

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 3.99% and 4.49% as of June 30, 2025 and December 31, 2024 , respectively.

Total borrowing capacity at the Federal Home Loan Bank was $241.3 million at June 30, 2025 , of which $136.0 million has been advanced.

The decrease in borrowings was largely attributable to the repayment of advances and borrowings that matured during the six months ended June 30, 2025.

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 $1.2 million to $138.4 million, primarily due to net income of $955,000 .

At June 30, 2025 , the Company’s ratio of average stockholders’ equity-to-average total assets was 15.94%, compared to 13.99% at December 31, 2024 .

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

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Loan fees are included in interest income on loans and are not material.

Three Months Ended June 30,

Three Months Ended September 30,

Average Balance

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(1) Cash flow and fair value hedges are used to manage interest rate risk.

During the three months ended June 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 $186,000 and $461,000 respectively.

(2) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Net interest margin represents net interest income divided by average total interest-earning assets.

Six Months Ended June 30,

Nine Months Ended September 30,

Average Balance

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(1) Cash flow hedges are used to manage interest rate risk.

During the six months ended June 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 $ 363,000 and $749,000 respectively.

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.

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Changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

Three Months Ended September 30, 2025

Nine Months Ended September 30, 2025

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

Increase (Decrease) Due to

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Net (decrease) increase in net interest income

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

Net income increased $657,000 to $224,000 for the three months ended June 30, 2025 from a net loss of $432,000 for the three months ended June 30, 2024 .

The increase was primarily due to an increase of $920,000 in net interest income, partially offset by an increase of $129,000 in non-interest expenses, and a decrease of $229,000 in income tax benefit.

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

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 $31,000, or 0.3%, to $10.5 million for the three months ended June 30, 2025 and June 30, 2024 .

Interest income on cash and cash equivalents decreased $21,000, or 16.4%, to $106,000 for the three months ended June 30, 2025 from $127,000 for the three months ended June 30, 2024 due to a decrease of 164 basis points in the average yield from 5.90% for the three months ended June 30, 2024 to 4.26% for the three months ended June 30, 2025 .

The decrease in the average yield was partially offset by a $1.3 million increase in the average balance to $9.9 million for the three months ended June 30, 2025 from $8.6 million for the three months ended June 30, 2024 .

Interest income on loans decreased $7,000, or 0.1%, as a $12.3 million decrease in the average balance to $697.8 million for the three months ended June 30, 2025 from $710.1 million for the three months ended June 30, 2024 was offset by a seven basis point increase in the yield from 4.70% for the three months ended June 30, 2024 to 4.77% for the three months ended June 30, 2025 .

Interest income on securities increased $86,000, or 4.6%, due to a 151 basis points, from 4.01% for the three months ended June 30, 2024 to 5.52% for the three months ended June 30, 2025 , which was offset by a $44.4 million decrease in the average balance to $141.1 million for the three months ended June 30, 2025 from $185.5 million for the three months ended June 30, 2024 .

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 $920,000, or 11.9%, from $7.7 million for the three months ended June 30, 2024 to $6.8 million for the three months ended June 30, 2025 due to lower average balances on certificates of deposit and borrowings and a decrease in the costs of certificates of deposit, offset by an increase in borrowing costs.

Interest expense on interest-bearing deposits decreased $730,000, or 11.7%, to $5.5 million for the three months ended June 30, 2025 from $6.3 million for the three months ended June 30, 2024 .

The decrease was primarily due to lower average balance of certificates of deposit, which decreased to $482.5 million for the three months ended June 30, 2025 from $517.9 million for the three months ended June 30, 2024 .

The decrease was offset by an increase in the average balances of NOW and money market accounts, which increased by $5.6 million, from $67.7 million for the three months ended June 30, 2024 to $73.3 million for the three months ended June 30, 2025 , and by an increase in the average balances of savings accounts, which increased by $4.7 million, from $44.1 million for the three months ended June 30, 2024 to $48.8 million for the three months ended June 30, 2025 .

In addition to the changes in average balances, the average cost of interest bearing deposits decreased 32 basis points from 3.99% for the three months ended June 30, 2024 , to 3.67% for the three months ended June 30, 2025 , due to a 44 basis point decrease in the average costs of certificates of deposit, offset by increases in the average costs of NOW and money market accounts and savings accounts.

Interest expense on Federal Home Loan Bank advances decreased $190,000, or 12.9%, from $1.5 million for the three months ended June 30, 2024 to $1.3 million for the three months ended June 30, 2025 .

The decrease was due to a decrease in the average balance of $40.0 million to $130.3 million for the three months ended June 30, 2025 .

The decrease was offset by a 47 basis point increase in the average cost of borrowings to 3.96% for the three months ended June 30, 2025 from 3.49% for the three months ended June 30, 2024 due to the new borrowings being shorter durations at higher rates.

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 $951,000, or 34.7%, to $3.7 million for the three months ended June 30, 2025 from $2.7 million for the three months ended June 30, 2024 .

The increase reflected a 48 basis point increase in the net interest rate spread to 1.20% for the three months ended June 30, 2025 from 0.72% for the three months ended June 30, 2024 .

The net interest margin increased 53 basis points to 1.74% for the three months ended June 30, 2025 from 1.21% for the three months ended June 30, 2024 .

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 did not record a provision for credit losses for the three months ended June 30, 2025 compared to a $35,000 provision for credit losses for the three months ended June 30, 2024 .

The decrease in the allowance for credit losses was due to the decrease in loans and held-to-maturity securities and the absence of charge-offs.

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 increased by $29,000, or 9.4%, to $332,000 for the three months ended June 30, 2025 from $303,000 for the three months ended June 30, 2024 .

Bank-owned life insurance income increased $13,000, or 6.0%, due to higher yield during 2025 .

Additionally, gains on the sale of loans increased $9,000 compared to no gain on sale of loans for the three months ended June 30, 2024 .

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 June 30, 2025 , non-interest expense increased $129,000, or 3.5%, over the comparable 2024 period.

This was due to a $274,000, or 74.6%, increase in occupancy and equipment expense, which increased as a result of increased occupancy costs related to the sale leaseback transaction that was completed in the fourth quarter of 2024, and a $112,000, or 43.2%, increase in professional fees, which were largely attributable to legal expense related to ongoing foreclosure of one past due loan.

These increases were offset by a $83,000, or 3.9%, decrease in salaries and benefits costs, which was a result of reduced headcount, and a $99,000 decrease in advertising costs when compared to the three months ended June 30, 2024 .

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 benefit decreased $229,000, or 81.3%, to a benefit of $53,000 for the three months ended June 30, 2025 from a $281,000 benefit for the three months ended June 30, 2024 .

The decrease was due to an increase of $886,000 of net income.

Comparison of Operating Results for the Six Months Ended June 30, 2025 and June 30, 2024

Net income increased by $1.8 million to $955,000 for the six months ended June 30, 2025 from a net loss of $873,000 for the six months ended June 30, 2024 .

The increase was primarily due to an increase of $1.9 million in net interest income, and a $619,000 increase in non-interest income, partially offset by an increase of $574,000 in occupancy and equipment costs, and a decrease of $488,000 in inco me tax benefit .

I ncome for the six months ended June 30, 2025 included a one-time death benefit of approximately $543,000 from the Company's bank-owned life insurance policy related to a former employee.

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.

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

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 $893,000, or 4.4%, from $20.5 million for the six months ended June 30, 2024 to $21.4 million for the six months ended June 30, 2025 primarily 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 $95,000, or 34.4%, to $371,000 for the six months ended June 30, 2025 from $276,000 for the six months ended June 30, 2024 due to a $4.8 million increase in the average balance to $13.3 million for the six months ended June 30, 2025 from $8.5 million for the six months ended June 30, 2024 , reflecting the decrease in loans and securities.

The increase was offset by an 92 basis point decrease in the average yield from 6.50% for the six months ended June 30, 2024 to 5.58% for the six months ended June 30, 2025 .

Interest income on loans increased $387,000, or 2.3%, to $16.9 million for the six months ended June 30, 2025 compared to $16.5 million for the six months ended June 30, 2024 due primarily to a 18 basis point increase in the average yield from 4.64% for the six months ended June 30, 2024 to 4.82% for the six months ended June 30, 2025 , which was offset by a $10.3 million decrease in the average balance to $701.4 million for the six months ended June 30, 2025 from $711.7 million for the six months ended June 30, 2024 .

Interest income on securities increased $390,000, or 11.5%, to $3.8 million for the six months ended June 30, 2025 from $3.4 million for the six months ended June 30, 2024 , primarily due to a 143 basis point increase in the average yield from 3.85% for the six months ended June 30, 2024 to 5.28% for the six months ended June 30, 2025 .

This was partially offset by a $32.9 million decrease in the average balance to $143.2 million for the six months ended June 30, 2025 from $176.1 million for the six months ended June 30, 2024 .

The decrease in the average balance and the increase in the yield was as a result of a balance sheet restructuring undertaken in the fourth quarter of 2024, where certain lower-yielding securities were sold, 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 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 $1.0 million, or 6.6%, from $15.1 million for the six months ended June 30, 2024 to $14.1 million for the six months ended June 30, 2025 , primarily due to lower average balance and cost of certificates of deposit and lower average balance of borrowings, offset by an increase in costs of borrowings.

Interest expense on interest-bearing deposits decreased $938,000, or 7.7%, to $11.3 million for the six months ended June 30, 2025 from $12.2 million for the six months ended June 30, 2024 .

The decrease was primarily due to lower average balances on certificates of deposit, which decreased to $483.4 million for the six months ended June 30, 2025 from $517.2 million for the six months ended June 30, 2024 and due to the lower costs of certificates of deposit.

The decrease was offset by an increase in the average balances of NOW and money market accounts, which increased by $7.7 million, from $68.6 million for the six months ended June 30, 2024 to $76.3 million for the six months ended June 30, 2025 , and due to higher cost of those accounts which increased 44 basis points from 1.95% for the six months ended June 30, 2024 , to 2.39% for the six months ended June 30, 2025 .

Also the average balances of savings accounts increased $3.6 million, from $43.7 million for the six months ended June 30, 2024 to $47.3 million for the six months ended June 30, 2025 , and the cost of those accounts increased 17 basis points from 1.85% for the six months ended June 30, 2024 , to 2.02% for the six months ended June 30, 2025 .

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 due to a decrease in the average balance of $16.2 million to $144.1 million for the six months ended June 30, 2025 .

The increase in average balances of borrowings was offset by a 33 basis point increase in the average cost of borrowings to 3.99% for the six months ended June 30, 2025 from 3.66% for the six months ended June 30, 2024 due to the new borrowings being shorter durations at higher rates.

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 $1.9 million, or 35.1%, to $7.3 million for the six months ended June 30, 2025 from $5.4 million for the six months ended June 30, 2024 .

The increase reflected a 47 basis point increase in the net interest rate spread to 1.15% for the six months ended June 30, 2025 from 0.68% for the six months ended June 30, 2024 .

The net interest margin increased 50 basis points to 1.70% for the six months ended June 30, 2025 from 1.20% for the six months ended June 30, 2024 .

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 $80,000 recovery of credit losses for the six months ended June 30, 2025 compared to a $70,000 provision for credit losses for the six months ended June 30, 2024 .

The decrease in the provision for credit losses was due to the decrease in loans, loan commitments and held-to-maturity securities and the absence of charge-offs.

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 $619,000, or 102.7%, to $1.2 million for the six months ended June 30, 2025 from $602,000 for the six months ended June 30, 2024 .

Bank-owned life insurance income increased $564,000, or 132.0%, due to a death benefit receivable related to a former employee and higher yields during 2025 .

Additionally, the gain on the sale of loans increased $38,000 compared to no gain on sale of loans for the six months ended June 30, 2024 .

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 six months ended June 30, 2025 , non-interest expense increased $345,000, or 4.7%, over the comparable 2024 period.

This was due to a $574,000, or 77.8%, increase in occupancy and equipment expense, which increased as a result of the sale leaseback transaction that was completed in the fourth quarter of 2024, and by a $114,000, or 25.0%, increase in professional fees that was largely attributable to legal fees related to one past due loan.

These were offset by a $162,000, or 3.8%, decrease in salaries and benefits costs, which was a result of reduced headcount, and a $104,000 decrease in advertising 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 $488,000, or 85.8%, to a benefit of $81,000 for the six months ended June 30, 2025 from a $568,000 benefit for the six months ended June 30, 2024 .

The decrease was due to an increase of $2.3 million of net income.

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.

Management of Market Risk

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We currently calculate NPV under the assumptions that interest rates increase and decrease 100, 200, 300 and 400 basis points from current market rates.

The following table presents the estimated changes in our net portfolio value that would result from changes in market interest rates as of June 30, 2025 .

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.

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Net Interest Income Analysis.

We also use income simulation to measure interest rate risk inherent 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.

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.

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Assumptions are supported with quarterly back testing of the model to actual market rate shifts.

As of June 30, 2025 , net interest income simulation results indicated that its exposure over one year to changing interest rates was within our guidelines.

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:

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The calculated change in net interest income assumes an instantaneous parallel shift of the yield curve.

The preceding simulation analyses do not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results.

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:

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We also borrow from the Federal Home Loan Bank of New York.

At June 30, 2025 , we had the ability to borrow up to $241.3 million, of which $139.5 million was outstanding and $5.5 million was utilized as collateral for letters of credit issued to secure municipal deposits.

At June 30, 2025 , we had $54.0 million in unsecured lines of credit with four correspondent banks with no outstanding balance.

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 June 30, 2025 .

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.

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The levels of these assets are dependent on our operating, financing, lending and investing activities during any period.

At June 30, 2025 , cash and cash equivalents totaled $20.3 million.

Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $144.6 million at June 30, 2025 .

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.

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We anticipate we will have sufficient funds to meet our current funding commitments.

Certificates of deposit due within one year of June 30, 2025 t otaled $429.4 million, or 68.4% of total deposits.

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.

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We are subject to various regulatory capital requirements administered by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation.

At June 30, 2025 , we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines.

As a result of the Economic Growth, Regulatory Relie f, 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.

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 June 30, 2025 , the Bank reported as a qualifying community bank with a ratio of 15.40%.

As of September 30, 2025 , the Bank reported as a qualifying community bank with a ratio of 15.42%.

Substantially all of the Company's assets and liabilities relate to banking activities and are monetary.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements