Bogota Financial Corp. 10-Q

bsbk20260331_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 March 31, 2026 OR ☐ 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 May 11, 2026, there were 12,854,400 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 March 31, 2026 and December 31, 2025 (unaudited) 1 Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited) 2 Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 2025 (unaudited) 3 Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited) 4 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (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 25 Item 4. Controls and Procedures 25 PART II. OTHER INFORMATION Item 1. Legal Proceedings 26 Item 1A. Risk Factors 26 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities 26 Item 3. Defaults Upon Senior Securities 26 Item 4. Mine Safety Disclosures 26 Item 5. Other Information 26 Item 6. Exhibits 27 SIGNATURES 28 i Table of Contents PART I – FINANCIAL INFORMATION Item 1. Financial Statements BOGOTA FINANCIAL CORP. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (unaudited) As of As of March 31, 2026 December 31, 2025 Assets Cash and due from banks $ 13,090,589 $ 11,584,648 Interest-bearing deposits in other banks 14,834,095 24,013,947 Cash and cash equivalents 27,924,684 35,598,595 Securities available for sale, at fair value 144,852,570 158,064,631 Loans, net of allowance for credit losses of $ 2,579,949 and $ 2,529,949 , respectively 639,410,532 647,645,607 Premises and equipment, net 4,336,207 4,399,202 FHLB stock and other restricted securities 6,419,500 5,403,900 Accrued interest receivable 4,471,378 4,261,410 Core deposit intangibles 97,521 107,604 Bank-owned life insurance 31,997,147 31,774,855 Right of use asset 10,684,772 10,265,125 Investment in limited partnership 2,413,320 2,413,320 Other assets 4,637,434 5,013,251 Total Assets $ 877,245,065 $ 904,947,500 Liabilities and Equity Non-interest bearing deposits $ 28,940,853 $ 28,177,516 Interest bearing deposits 571,930,788 624,269,541 Total deposits 600,871,641 652,447,057 FHLB advances-short term 58,500,000 20,000,000 FHLB advances-long term 57,425,424 73,322,132 Advance payments by borrowers for taxes and insurance 2,879,987 2,591,007 Lease liabilities 10,883,252 10,434,759 Other liabilities 4,632,391 5,244,197 Total liabilities 735,192,695 764,039,152 Stockholders’ Equity Preferred stock $ 0.01 par value 1,000,000 shares authorized, none issued and outstanding at March 31, 2026 and December 31, 2025 — — Common stock $ 0.01 par value, 30,000,000 shares authorized, 12,910,531 issued and outstanding at March 31, 2026 and 12,925,572 at December 31, 2025 129,105 129,255 Additional paid-in capital 55,029,197 54,949,369 Retained earnings 92,803,372 92,097,426 Unearned ESOP shares ( 349,593 shares at March 31, 2026 and 356,188 shares at December 31, 2025) ( 4,144,090 ) ( 4,219,390 ) Accumulated other comprehensive loss ( 1,765,214 ) ( 2,048,312 ) Total stockholders’ equity 142,052,370 140,908,348 Total liabilities and stockholders’ equity $ 877,245,065 $ 904,947,500 See accompanying notes to unaudited consolidated financial statements. 1 Table of Contents BOGOTA FINANCIAL CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31, 2026 2025 Interest income Loans, including fees $ 7,987,603 $ 8,603,129 Securities Taxable 2,261,418 1,830,394 Tax-exempt 2,889 2,895 Other interest-earning assets 236,587 487,171 Total interest income 10,488,497 10,923,589 Interest expense Deposits 4,990,259 5,762,324 FHLB advances 1,071,747 1,568,027 Total interest expense 6,062,006 7,330,351 Net interest income 4,426,491 3,593,238 Provision (recovery) for credit losses 50,000 ( 80,000 ) Net interest income after provision (recovery) for credit losses 4,376,491 3,673,238 Non-interest income Fees and service charges 65,151 55,819 Gain on sale of loans — 29,062 Bank-owned life insurance 222,292 762,231 Other 33,804 42,260 Total non-interest income 321,247 889,372 Non-interest expense Salaries and employee benefits 2,052,846 2,080,199 Occupancy and equipment 702,357 671,469 FDIC insurance assessment 99,000 106,586 Data processing 270,715 315,697 Advertising 52,000 105,500 Director fees 138,631 159,444 Professional fees 242,281 198,730 Other 221,828 222,045 Total non-interest expense 3,779,658 3,859,670 Income before income taxes 918,080 702,940 Income tax expense (benefit) 212,134 ( 28,007 ) Net income $ 705,946 $ 730,947 Earnings per Share - basic $ 0.06 $ 0.06 Earnings per Share - diluted $ 0.06 $ 0.06 Weighted average shares outstanding - basic 12,605,383 12,649,573 Weighted average shares outstanding - diluted 12,607,136 12,650,520 See accompanying notes to unaudited consolidated financial statements. 2 Table of Contents BOGOTA FINANCIAL CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) Three Months Ended March 31, 2026 2025 Net income $ 705,946 $ 730,947 Other comprehensive income: Net unrealized gain on securities available for sale: 63,224 945,950 Tax effect ( 17,773 ) ( 265,907 ) Net of tax 45,451 680,043 Defined benefit retirement plans: Reclassification adjustment for amortization of prior service cost and net gain included in salaries and employee benefits — — Tax effect — — Net of tax — — Derivatives: Unrealized gain (loss) on swap contracts accounted for as cash flow hedges 330,570 ( 444,816 ) Tax effect ( 92,923 ) 125,038 Net of tax 237,647 ( 319,778 ) Total other comprehensive income 283,098 360,265 Comprehensive income $ 989,044 $ 1,091,212 See accompanying notes to unaudited consolidated financial statements. 3 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, 2025 13,059,175 $ 130,592 $ 55,269,962 $ 90,006,648 $ ( 4,520,594 ) $ ( 3,597,448 ) $ 137,289,160 Net loss — — — 730,947 — — 730,947 Other comprehensive loss — — — — — 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 (6,447 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 Balance January 1, 2026 12,925,572 $ 129,255 $ 54,949,369 $ 92,097,426 $ ( 4,219,390 ) $ ( 2,048,312 ) $ 140,908,348 Net income — — — 705,946 — — 705,946 Other comprehensive income — — — — — 283,098 283,098 Stock based compensation — — 225,435 — — — 225,435 Stock purchased and retired ( 15,041 ) ( 150 ) ( 124,755 ) — — — ( 124,905 ) ESOP shares released (6,595 shares) — — ( 20,852 ) — 75,300 — 54,448 Balance March 31, 2026 12,910,531 $ 129,105 $ 55,029,197 $ 92,803,372 $ ( 4,144,090 ) $ ( 1,765,214 ) $ 142,052,370 See accompanying notes to unaudited consolidated financial statements. 4 Table of Contents BOGOTA FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the three months ended March 31, 2026 2025 Cash flows from operating activities Net income $ 705,946 $ 730,947 Adjustments to reconcile net income to net cash used for operating activities: Amortization of intangible assets 1,478 ( 16,539 ) Provision (recovery) for credit losses 50,000 ( 80,000 ) Depreciation of premises and equipment 92,271 101,036 Amortization of deferred loan costs, net 68,422 ( 95,442 ) Amortization of premiums and accretion of discounts on securities, net 260,437 69,258 Gain on sale of loans — ( 29,062 ) Proceeds from sale of loans — ( 1,557,899 ) Origination of loans held for sale — 1,586,961 Increase in cash surrender value of bank owned life insurance ( 222,292 ) ( 762,231 ) Employee stock ownership plan expense 54,448 50,469 Stock based compensation 225,435 221,180 Changes in: Accrued interest receivable ( 209,968 ) 81,283 Net changes in other assets 288,240 179,956 Net changes in other liabilities ( 611,806 ) ( 495,932 ) Net cash provided by (used for) operating activities 702,611 ( 16,015 ) Cash flows from investing activities Purchases of securities available for sale — ( 13,500,000 ) Maturities, calls, and repayments of securities available for sale 13,014,848 16,951,619 Net decrease in loans 8,461,793 10,576,279 Purchases of premises and equipment ( 29,276 ) ( 36,169 ) Purchase of FHLB stock ( 1,575,000 ) ( 157,500 ) Redemption of FHLB stock 559,400 1,616,800 Net cash provided by investing activities 20,431,765 15,451,029 Cash flows from financing activities Net decrease in deposits ( 51,575,654 ) ( 9,154,372 ) Net increase (decrease) in short-term FHLB advances 38,500,000 ( 5,000,000 ) Repayments of long-term FHLB non-repo advances ( 15,896,708 ) ( 27,403,111 ) Repurchase of common stock ( 124,905 ) ( 398,215 ) Net increase (decrease) in advance payments from borrowers for taxes and insurance 288,980 ( 101,697 ) Net cash used for financing activities ( 28,808,287 ) ( 42,057,395 ) Net decrease in cash and cash equivalents ( 7,673,911 ) ( 26,622,381 ) Cash and cash equivalents at beginning of year 35,598,595 52,232,208 Cash and cash equivalents at end of period $ 27,924,684 $ 25,609,827 Supplemental cash flow information Income taxes paid $ — $ — Interest paid 236,587 487,171 Fair value change in cash flow hedges $ 330,569 $ ( 444,816 ) Fair value change in fair value hedges, net 117,843 2,212 Non-cash investment and financing activities Initial right of use asset $ 544,120 $ — Initial lease liability 544,120 — See accompanying notes to unaudited consolidated financial statements. 5 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 March 31, 2026 and December 31, 2025 . 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 per Share: Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. For purposes of calculating basic EPS, weighted average common shares outstanding excludes unallocated employee stock ownership plan shares that have not been committed for release and non-vested shares of restricted stock. Diluted EPS is computed using the same method as basic EPS, except it also reflects the potential dilution which could occur if non-vested restricted stock vested or stock options were exercised and converted into common stock. The potentially diluted shares would then be included in the weighted average number of shares outstanding for the period using the treasury stock method. For the three months ended March 31, 2026 and March 31, 2025 , options to purchase 508,619 c ommon shares 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 months ended March 31, 2026 , 1,753 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 months ended March 31, 2026 and 2025 . For the three months ended March 31, 2026 For the three months ended March 31, 2025 Numerator Net income $ 705,946 $ 730,947 Denominator: Weighted average shares outstanding - basic 12,605,383 12,649,573 Effect of unvested restricted stock 1,753 947 Weighted average shares outstanding - diluted 12,607,136 12,650,520 Earnings per common share: Basic $ 0.06 $ 0.06 Diluted 0.06 0.06 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. These financial statements include the accounts of the Company, the Bank and its subsidiaries, and all significant intercompany balances and transactions are eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions based on available information. In the opinion of management, all adjustments (consisting of normal recurring adjustments) and disclosures necessary for the fair presentation of the accompanying consolidated financial statements have been included. The results of operations for any interim periods are not necessarily indicative of the results which may be expected for the entire year or any other period. The unaudited financial statements and other financial information contained in this Quarterly Report on Form 10 -Q should be read in conjunction with the audited financial statements, and related notes, of the Company at and for the year ended December 31, 2025 . 6 Table of Contents BOGOTA FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Segment Reporting : The Company operates one reportable segment of business, “community banking.” Through its community banking segment, the Company provides a broad range of retail and commercial banking services. The accounting policies of the community 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 March 31, 2026 and December 31, 2025 : Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value March 31, 2026 U.S. government and agency obligations due in: One through five years $ 3,000,000 $ — $ ( 50,915 ) $ 2,949,085 Corporate bonds due in: One through five years 7,652,937 71,382 ( 66,578 ) 7,657,741 Five through ten years 35,750,000 850,193 ( 503,790 ) 36,096,403 Greater than ten years 4,371,047 145,724 — 4,516,771 Municipal obligations due in: Five through ten years 505,410 — ( 80,629 ) 424,781 MBS – residential 81,785,479 412,999 ( 1,680,847 ) 80,517,631 MBS – commercial 14,377,218 — ( 1,687,060 ) 12,690,158 Total $ 147,442,091 $ 1,480,298 $ ( 4,069,819 ) $ 144,852,570 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value December 31, 2025 U.S. government and agency obligations due in: One through five years $ 3,000,000 $ — $ ( 56,319 ) $ 2,943,681 Corporate bonds due in: One through five years 10,662,539 74,584 ( 106,769 ) 10,630,354 Five through ten years 36,076,049 494,579 ( 575,789 ) 35,994,839 Greater than ten years 6,358,703 232,308 — 6,591,011 Municipal obligations due in: Greater than ten years 505,672 — ( 78,482 ) 427,190 MBS – residential 89,609,605 696,248 ( 1,637,909 ) 88,667,944 MBS – commercial 14,504,808 — ( 1,695,196 ) 12,809,612 Total $ 160,717,376 $ 1,497,719 $ ( 4,150,464 ) $ 158,064,631 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 months ended March 31, 2026 or March 31, 2025 . 7 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 March 31, 2026 and December 31, 2025 were as follows: Less Than 12 Months 12 Months or More Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses March 31, 2026 U.S. government and agency obligations $ — $ — $ 2,949,085 $ ( 50,915 ) $ 2,949,085 $ ( 50,915 ) Corporate bonds 3,963,934 ( 15,378 ) 9,695,010 ( 554,990 ) 13,658,944 ( 570,368 ) Municipal obligations — — 424,781 ( 80,629 ) 424,781 ( 80,629 ) MBS – residential 14,302,741 ( 58,937 ) 12,428,939 ( 1,621,910 ) 26,731,680 ( 1,680,847 ) MBS – commercial 1,288,323 ( 23,508 ) 11,401,835 ( 1,663,552 ) 12,690,158 ( 1,687,060 ) Total $ 19,554,998 $ ( 97,823 ) $ 36,899,650 $ ( 3,971,996 ) $ 56,454,648 $ ( 4,069,819 ) Less Than 12 Months 12 Months or More Total Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses December 31, 2025 U.S. government and agency obligations $ — $ — $ 2,943,681 $ ( 56,319 ) $ 2,943,681 $ ( 56,319 ) Corporate bonds 4,481,117 ( 32,182 ) 10,599,624 ( 650,376 ) 15,080,741 ( 682,558 ) Municipal obligations - - 427,190 ( 78,482 ) 427,190 ( 78,482 ) MBS – residential 17,214,292 ( 55,057 ) 12,991,116 ( 1,582,852 ) 30,205,408 ( 1,637,909 ) MBS – commercial 1,315,717 ( 6,871 ) 11,493,894 ( 1,688,325 ) 12,809,611 ( 1,695,196 ) Total $ 23,011,126 $ ( 94,110 ) $ 38,455,505 $ ( 4,056,354 ) $ 61,466,631 $ ( 4,150,464 ) Unrealized losses on corporate bonds and municipal obligations available for sale are not considered to be credit losses because the bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value was largely due to changes in interest rates and other market conditions. At March 31, 2026 , 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 36 securities in a l oss position at March 31, 2026 . 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 March 31, 2026 . As of March 31, 2026 , no allowance for credit losses ("ACL") was required on available for sale securities. At March 31, 2026 and December 31, 2025 , securi ties available for sale with a carrying value of $ 5,225,274 and $ 5,361,240 were pledged to secure public deposits. NOTE 3 – INVESTMENT IN LIMITED PARTNERSHIP At March 31, 2026 the Company held a $ 2.4 million investment in a limited partnership, which is part of a $ 10 million commitment. The fund invests in sale leaseback transactions. The original investment in 2025 was $2.5 million and the Bank had an $ 87,000 loss during 2025. NOTE 4 – LOANS Loans are summarized as follows at March 31, 2026 and December 31, 2025 : March 31, December 31, 2026 2025 Real estate: (unaudited) Residential First Mortgage $ 438,468,814 $ 443,894,498 Commercial Real Estate 117,603,193 121,960,681 Multi-Family Real Estate 64,133,297 58,944,579 Construction 18,852,024 22,046,399 Commercial and Industrial 2,816,976 3,211,338 Consumer 116,177 118,061 Total loans 641,990,481 650,175,556 Allowance for credit losses ( 2,579,949 ) ( 2,529,949 ) Net loans $ 639,410,532 $ 647,645,607 8 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 March 31, 2026 and December 31, 2025 , such loans totaled $ 1,961,468 and $ 2,256,911 , respectively. At March 31, 2026 and December 31, 2025 , deferred loan fees were $ 2,143,425 and $ 2,287,876 , respectively. The following table presents the activity in the ACL by portfolio segment for the three months ended March 31, 2026 and 2025 : Residential First Mortgage Commercial Real Estate Multi-Family Real Estate Construction Commercial and Industrial Consumer Total Three months ended March 31, 2026 Allowance for credit losses: Beginning balance $ 1,617,949 $ 586,000 $ 241,000 $ 69,000 $ 16,000 $ — $ 2,529,949 Provision for (recovery) of credit losses ( 59,487 ) 115,200 2,300 ( 3,750 ) ( 4,450 ) 187 50,000 Loans charged off — — — — — — — Recoveries — — — — — — — Total ending allowance balance $ 1,558,462 $ 701,200 $ 243,300 $ 65,250 $ 11,550 $ 187 $ 2,579,949 Residential First Mortgage Commercial Real Estate Multi-Family Real Estate Construction Commercial and Industrial Consumer Total Three Months Ended March 31, 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 ( 20,065 ) 25,874 ( 10,084 ) ( 30,288 ) 4,340 223 ( 30,000 ) Loans charged off — — — — — — — Recoveries — — — — — — — Total ending allowance balance $ 1,660,884 $ 533,874 $ 278,916 $ 92,712 $ 24,340 $ 223 $ 2,590,949 For the three months ended March 31, 2026 , the provision for credit losses was $ 50,000 , due to an increase in delinquent commercial real estate loans. 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. 9 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 March 31, 2026 and December 31, 2025 : Nonaccrual with a Allowance for Credit Loss Nonaccrual with no Allowance for Credit Loss Total nonaccrual loans Loans Past Due 90 Days or More Still Accruing March 31, 2026 Residential First Mortgage $ — $ 2,391,942 $ 2,391,942 $ — Commercial Real Estate — 69,374 69,374 — Construction — 10,893,713 10,893,713 — Consumer — — — — Total $ — $ 13,355,029 $ 13,355,029 $ — Nonaccrual with a Allowance for Credit Loss Nonaccrual with no Allowance for Credit Loss Nonaccrual loans end of period Loans Past Due 90 Days or More Still Accruing December 31, 2025 Residential First Mortgage $ — $ 2,417,596 $ 2,417,596 $ — Commercial Real Estate — — — — Construction — 10,893,713 10,893,713 — Consumer — — — — Total $ — $ 13,311,309 $ 13,311,309 $ — Collateral - dependent loans individually evaluated with the ACL by collateral type were as follows at March 31, 2026 and December 31, 2025 : March 31, 2026 Portfolio segment Real estate Other Residential First Mortgage $ 2,391,942 $ — Commercial Real Estate 14,390,367 — Multi-Family Real Estate — — Construction 10,893,713 — Commercial and Industrial — — Other Consumer — — $ 27,676,022 $ — December 31, 2025 Portfolio segment Real estate Other Residential First Mortgage $ 2,417,596 $ — Commercial Real Estate — — Multi-Family Real Estate — — Construction 10,893,713 — Commercial and Industrial — — Other Consumer — — $ 13,311,309 $ — 10 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 March 31, 2026 as they were all well-secured and in the process of collection. The Bank had no other real estate owned at either March 31, 2026 or December 31, 2025 . The following table presents the aging of the recorded investment in past due loans as of March 31, 2026 and December 31, 2025 , by class of loans: Greater than 30-59 Days 60-89 Days 89 Days Total Loans Not Past Due Past Due Past Due Past Due Past Due Total March 31, 2026 Residential First Mortgage $ 1,341,993 $ 390,913 $ 768,526 $ 2,501,432 $ 435,967,382 $ 438,468,814 Commercial Real Estate 9,242,684 5,444,640 69,374 14,756,698 102,846,495 117,603,193 Multi-Family Real Estate — — — — 64,133,297 64,133,297 Construction — — 10,893,713 10,893,713 7,958,311 18,852,024 Commercial and Industrial — — — — 2,816,976 2,816,976 Consumer — — — — 116,177 116,177 Total $ 10,584,677 $ 5,835,553 $ 11,731,613 $ 28,151,843 $ 613,838,638 $ 641,990,481 Greater than 30-59 Days 60-89 Days 89 Days Total Loans Not Past Due Past Due Past Due Past Due Past Due Total December 31, 2025 Residential First Mortgage $ — $ 762,980 $ 1,467,950 $ 2,230,930 $ 441,663,568 $ 443,894,498 Commercial Real Estate — 13,682,575 — 13,682,575 108,278,106 121,960,681 Multi-Family Real Estate — 106,687 — — 58,944,579 58,944,579 Construction — — 10,893,713 10,893,713 11,152,686 22,046,399 Commercial and Industrial — — — — 3,211,338 3,211,338 Consumer - — — - 118,061 118,061 Total $ — $ 14,552,242 $ 12,361,663 $ 26,807,218 $ 623,368,338 $ 650,175,556 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. 11 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 March 31, 2026 and December 31, 2025 : Term Loans by Origination Year March 31, 2026 2026 2025 2024 2023 2022 Prior Revolving Loans Totals Residential First Mortgage Pass $ 2,588,625 $ 7,697,187 $ 26,018,449 $ 3,118,754 $ 96,320,928 $ 152,094,849 $ 148,238,079 $ 436,076,871 Special Mention — — — — 333,831 755,148 830,806 1,919,785 Substandard — — — — — 155,969 316,189 472,158 Doubtful — — — — — — — — Total 2,588,625 7,697,187 26,018,449 3,118,754 96,654,759 153,005,966 149,385,074 438,468,814 Gross charge-offs by vintage — — — — — — — — Commercial Real Estate Pass — 531,097 1,120,595 — 2,898,937 25,394,260 87,658,304 117,603,193 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total — 531,097 1,120,595 — 2,898,937 25,394,260 87,658,304 117,603,193 Gross charge-offs by vintage — — — — — — — — Multi-Family Real Estate Pass — — — — 2,129,858 2,634,044 59,369,395 64,133,297 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total — — — — 2,129,858 2,634,044 59,369,395 64,133,297 Gross charge-offs by vintage — — — — — — — — Construction Pass — — — — — — 7,958,311 7,958,311 Special Mention — — — — — — — — Substandard — — — — — — 10,893,713 10,893,713 Doubtful — — — — — — — — Total — — — — — — 18,852,024 18,852,024 Gross charge-offs by vintage — — — — — — — — Commercial and Industrial Pass — 21,518 1,671,370 144,747 — 74,539 904,802 2,816,976 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total — 21,518 1,671,370 144,747 — 74,539 904,802 2,816,976 Gross charge-offs by vintage — — — — — — — — Consumer Pass — 54,203 61,802 — — — 172 116,177 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total — 54,203 61,802 — — — 172 116,177 Gross charge-offs by vintage — — — — — — — — Total loans $ 2,588,625 $ 8,304,005 $ 28,872,216 $ 3,263,501 $ 101,683,554 $ 181,108,809 $ 316,169,771 $ 641,990,481 12 Table of Contents BOGOTA FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) NOTE 4 – LOANS (Continued) Term Loans by Origination Year December 31, 2025 2025 2024 2023 2022 2021 Prior Revolving Loans Totals Residential First Mortgage Pass $ 8,300,835 $ 26,483,619 $ 3,226,455 $ 98,091,242 $ 30,149,035 $ 126,475,739 $ 148,749,978 $ 441,476,903 Special Mention — — — 335,091 — 762,663 845,254 1,943,008 Substandard — — — — — 156,969 317,618 474,587 Doubtful — — — — — — — — Total 8,300,835 26,483,619 3,226,455 98,426,333 30,149,035 127,395,371 149,912,850 443,894,498 Gross charge-offs by vintage — — — — — — — — Commercial Real Estate Pass 540,696 1,125,536 — 2,919,030 — 25,722,648 91,652,771 121,960,681 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total 540,696 1,125,536 — 2,919,030 — 25,722,648 91,652,771 121,960,681 Gross charge-offs by vintage — — — — — — — — Multi-Family Real Estate Pass — — — 2,157,087 — 2,739,832 54,047,660 58,944,579 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total — — — 2,157,087 — 2,739,832 54,047,660 58,944,579 Gross charge-offs by vintage — — — — — — — — Construction Pass — — — — — — 11,152,686 11,152,686 Special Mention — — — — — — — — Substandard — — — — — — 10,893,713 10,893,713 Doubtful — — — — — — — — Total — — — — — — 22,046,399 22,046,399 Gross charge-offs by vintage — — — — — — — — Commercial and Industrial Pass 22,757 1,820,820 152,949 — — 119,842 1,094,970 3,211,338 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total 22,757 1,820,820 152,949 — — 119,842 1,094,970 3,211,338 Gross charge-offs by vintage — — — — — — — — Consumer Pass — — — — — — 118,061 118,061 Special Mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total — — — — — — 118,061 118,061 Gross charge-offs by vintage — — — — — — — — Total loans $ 8,864,288 $ 29,429,975 $ 3,379,404 $ 103,502,450 $ 30,149,035 $ 155,977,693 $ 318,872,711 $ 650,175,556 There were no loan modifications during the three -month periods ended March 31, 2026 or 2025. 13 Table of Contents 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 March 31, 2026 and December 31, 2025 , the Company had five cash flow interest rate swaps with notional amounts of $ 67.5 million and six cash flow interest rate swaps with notional amounts of $ 85.0 million, respectively, which were used to hedge certain FHLB advances and brokered deposits. The Company also had one fair value interest rate swap with notional amounts of $ 30.0 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 March 31, 2026 and December 31, 2025. March 31, December 31, 2026 2025 Hedge Type Consolidated Statements of Financial Condition Fair Value Fair Value Interest rate swaps Cash Flow Other (Liabilities) Assets $ 130,236 $ ( 200,334 ) Interest rate swaps Fair Value Other (Liabilities) Assets $ ( 47,546 ) $ ( 165,389 ) Interest rate swaps Fair Value Loans, net $ 79,176 $ 232,460 Total derivative instruments $ 161,866 $ ( 133,263 ) For the three months ended March 31, 2026 , unrealized gains of $ 295,000 were recorded for changes in fair value of interest rate swaps with third parties and at March 31, 2026 , accrued interest was $ 9,000 , 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 March 31, 2026 and 2025 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expense of $ 37,000 and a reduced expense $ 177,000 , respectively. 14 Table of Contents 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. 15 Table of Contents 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 March 31, 2026 Assets: Securities available for sale: U.S. government and agency obligations $ 2,949,085 $ — $ 2,949,085 $ — Corporate bonds 48,270,915 — 48,270,915 — Municipal obligations 424,781 — 424,781 — MBS - residential 80,517,631 — 80,517,631 — MBS - commercial 12,690,158 — 12,690,158 — Cash flow hedges 130,236 — 130,236 Liabilities: Fair value hedges 47,546 — 47,546 — As of December 31, 2025 Assets: Securities available for sale: U.S. government and agency obligations $ 2,943,681 $ — $ 2,943,681 $ — Corporate bonds 53,216,205 — 53,216,205 — Municipal obligations 427,190 — 427,190 — MBS - residential 89,983,662 — 89,983,662 — MBS - commercial 12,809,611 — 12,809,611 — Liabilities: Cash flow hedges 200,334 — 200,334 Fair value hedges 165,389 — 165,389 — There w ere no transfe rs between level 1 and level 2 during the three or three months ended March 31, 2026 . The carrying amounts and estimated fair values of financial instruments not measured at fair value, at March 31, 2026 and December 31, 2025 , were as follows: Carrying Fair Fair Value Measurement Placement Amount Value (Level 1) (Level 2) (Level 3) (In thousands) March 31, 2026 Financial instruments - assets Loans, net $ 639,411 $ 618,037 $ — $ — $ 618,037 Financial instruments - liabilities Certificates of deposit 428,566 428,119 — 428,119 — Borrowings 115,925 116,327 — 116,327 — Carrying Fair Fair Value Measurement Placement Amount Value (Level 1) (Level 2) (Level 3) (In thousands) December 31, 2025 Financial instruments - assets Loans, net $ 647,646 $ 626,438 $ — $ — $ 626,438 Financial instruments - liabilities Certificates of deposit 493,934 494,596 — 494,596 — Borrowings 93,322 93,742 — 93,742 — 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. 16 Table of Contents 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 months ended March 31, 2026 and 2025 was as follows: Unrealized gain and losses on available for sale securities Benefit plans Derivatives Total Three months ended March 31, 2026 Beginning balance $ ( 1,907,058 ) $ 2,767 $ ( 144,021 ) $ ( 2,048,312 ) Other comprehensive (loss) income before reclassification 45,451 — 237,647 283,098 Amounts reclassified — — — — Net period comprehensive (loss) income 45,451 — 237,647 283,098 Ending balance $ ( 1,861,607 ) $ 2,767 $ 93,626 $ ( 1,765,214 ) March 31, 2025 Beginning balance $ ( 4,005,169 ) $ ( 60,526 ) $ 468,247 $ ( 3,597,448 ) Other comprehensive income (loss) before reclassification 680,043 — ( 319,778 ) 360,265 Amounts reclassified — — — — Net period comprehensive income (loss) 680,043 — ( 319,778 ) 360,265 Ending balance $ ( 3,325,126 ) $ ( 60,526 ) $ 148,469 $ ( 3,237,183 ) 17 Table of Contents 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 March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and March 31, 2025 is intended to assist in understanding the financial condition and results of operations of Bogota Financial Corp. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q. Cautionary Note Regarding Forward-Looking Statements This report may contain forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to: ● statements of our goals, intentions and expectations; ● statements regarding our business and strategic plans, prospects, financial condition and performance, growth and operating strategies; ● statements regarding the quality of our loan and investment portfolios; and ● estimates of our risks and future costs and benefits. These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. 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 any 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; 18 Table of Contents ● 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 attacks 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, 2025 . Critical accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management that could have a material impact on the carrying value of certain assets or on income under different assumptions or conditions. Actual results could differ from these judgments and estimates under different conditions, resulting in a change that could have a material impact on the carrying values of our assets and liabilities and our results of operations. Comparison of Financial Condition at March 31, 2026 and December 31, 2025 Total Assets. Assets decreased $27.7 million, or 3.1%, from $904.9 million at December 31, 2025 to $877.2 million at March 31, 2026 , due largely to a $7.7 million, or 21.6%, decrease in cash and cash equivalents, an $8.2 million, or 1.3%, decrease in loans and a $13.2 million, or 8.4%, decrease in securities available for sale. Cash and Cash Equivalents. Cash and cash equivalents decreased $7.7 million, or 21.6%, to $27.9 million at March 31, 2026 from $35.6 million at December 31, 2025 , as excess funds from increased borrowings, security maturities and loan payments were used to offset deposit outflows. Investment in Limited Partnership. Net equity investments were $2.4 million, at March 31, 2026 and December 31, 2025. This investment was part of a $10 million commitment to fund a limited partnership which invests in sale leaseback transactions. Securities Available for Sale. Securities available for sale decreased $13.2 million, or 8.4%, to $144.9 million at March 31, 2026 from $158.1 million at December 31, 2025 , due to principal repayments of mortgage-backed securities and maturities of corporate bonds. Net Loans. Net loans decreased $8.2 million, or 1.3%, to $639.4 million at March 31, 2026 from $647.6 million at December 31, 2025 . The decrease was due to a decrease of $5.4 million, or 1.2%, in one- to four-residential real estate loans to $438.5 million from $443.9 million at December 31, 2025 , a decrease of $3.2 million, or 14.5%, in construction loans to $18.9 million at March 31, 2026 from $22.0 million at December 31, 2025 , a decrease of $394,000, or 12.3%, in commercial and industrial loans to $2.8 million at March 31, 2026 from $3.2 million at December 31, 2025 , and a decrease of $4.4 million, or 3.6%, in commercial real estate loans to $117.6 million at March 31, 2026 from $122.0 million at December 31, 2025 , offset by a $5.2 million, or 8.8%, increase in multi-family real estate loans to $64.1 million at March 31, 2026 from $58.9 million at December 31, 2025 . The decreases in one- to four-residential real estate loans and construction loans reflected a decrease in demand for such loans due to the interest rate environment. As of March 31, 2026 and December 31, 2025 , the Bank had no loans held for sale. Asset Quality. Delinquent loans increased $1.3 million to $28.1 million, or 4.4% of total loans, at March 31, 2026 , compared to $26.8 million, or 4.2% of total loans, at December 31, 2025 . The increase was primarily due to an increase in commercial real estate loans. All delinquent loans are considered well-secured. During the same timeframe, non-performing assets increased from $13.3 million at December 31, 2025 to $13.4 million, which represented 1.5% of total assets at March 31, 2026 . The Company’s allowance for credit losses was 0.40% of total loans and 19.69% of non-performing loans at March 31, 2026 compared to 0.39% of total loans and 19.38% of non-performing loans at December 31, 2025 . The Bank has limited exposure to commercial real estate loans secured by office space. Non-performing loans at March 31, 2026 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 March 31, 2026 . 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 months ended March 31, 2026 or 2025 . Total Liabilities. Total liabilities decreased $28.8 million, or 3.8%, to $735.2 million as of March 31, 2026 from $764.0 million as of December 31, 2025 , primarily due to a $51.6 million decrease in deposits, offset by a $22.6 million increase in borrowings. 19 Table of Contents Deposits. Deposits decreased $51.6 million, or 7.9%, to $600.9 million at March 31, 2026 from $652.4 million at December 31, 2025 . The decrease in deposits was due to an decrease in certificates of deposit of $65.4 million, or 13.2%, to $428.6 million as of March 31, 2026 from $493.9 million at December 31, 2025 , offset by an increase in savings accounts of $5.3 million, or 9.6%, to $58.8 million as of March 31, 2026 from $54.6 million at December 31, 2025 , a increase in money market deposit accounts of $1.3 million, or 12.6%, to $11.5 million as of March 31, 2026 from $10.2 million at December 31, 2025 , a $763,000, or 2.7%, an increase in noninterest bearing accounts to $28.9 million as of March 31, 2026 from $28.2 million at December 31, 2025 , and by a $6.5 million, or 9.9%, increase in NOW accounts to $72.0 million as of March 31, 2026 from $65.5 million at December 31, 2025. The overall changes reflected the Company's efforts to move certificates of deposit into core deposit accounts. At March 31, 2026 , municipal deposits totaled $48.5 million, which represented 8.1% of total deposits, and brokered deposits totaled $89.6 million, which represented 14.9% of deposits. At December 31, 2025 , municipal deposits totaled $45.1 million, which represented 6.9% of deposits, and brokered deposits totaled $109.7 million, which represented 16.8% of total deposits. At March 31, 2026 , uninsured deposits totaled $52.3 million, comprised of 303 account holders, which represented 8.7% of total deposits. Borrowings. Federal Home Loan Bank of New York borrowings increased $22.6 million, or 24.2%, to $115.9 million at March 31, 2026 from $93.3 million at December 31, 2025 . Long-term advances decreased $15.9 million, while short-term advances increased by $38.5 million. The weighted average rate of borrowings was 4.17% and 4.35% as of March 31, 2026 and December 31, 2025 , respectively. Total borrowing capacity at the Federal Home Loan Bank was $236.4 million at March 31, 2026 , of which $115.9 million has been advanced. The increase in borrowings was largely attributable to the outflow of deposits during the three months ended March 31, 2026 . Total Equity. Stockholders’ equity increased $1.1 million to $142.1 million, primarily due to net income of $706,000 and less changes in accumulated other comprehensive income of $283,000 and stock-based compensation of $225,000, offset by stock repurchases of $125,000. At March 31, 2026 , the Company’s ratio of average stockholders’ equity-to-average total assets was 16.28%, compared to 15.13% at December 31, 2025 . Average Balance Sheets and Related Yields and Rates The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material. Three Months Ended March 31, 2026 2025 Average Balance Interest and Dividends Yield/ Cost Average Balance Interest and Dividends Yield/ Cost (Dollars in thousands) Assets: (unaudited) Cash and cash equivalents $ 11,314 $ 123 4.34 % $ 16,601 $ 265 6.37 % Loans 647,897 7,988 4.93 % 705,095 8,603 4.88 % Securities 152,904 2,264 5.93 % 145,280 1,833 5.05 % Other interest-earning assets 5,572 113 8.16 % 8,305 222 10.72 % Total interest-earning assets 817,687 10,488 5.13 % 918,916 10,923 4.60 % Non-interest-earning assets 51,362 68,251 Total assets $ 869,049 $ 943,532 Liabilities and equity: NOW and money market accounts $ 83,968 $ 543 2.62 % $ 79,400 $ 458 2.34 % Savings accounts 55,112 317 2.33 % 45,832 225 1.99 % Certificates of deposit (1) 459,342 4,130 3.65 % 484,253 5,079 4.25 % Total interest-bearing deposits 598,422 4,990 3.38 % 609,485 5,762 3.83 % FHLB advances (1) 97,061 1,072 4.48 % 158,116 1,568 4.02 % Total interest-bearing liabilities 695,483 6,062 3.53 % 767,601 7,330 3.87 % Non-interest-bearing deposits 29,264 32,763 Other non-interest-bearing liabilities 2,821 5,463 Total liabilities 727,568 805,827 Total equity 141,481 137,705 Total liabilities and equity $ 869,049 $ 943,532 Net interest income $ 4,426 $ 3,593 Interest rate spread (2) 1.60 % 1.12 % Net interest margin (3) 2.20 % 1.66 % Average interest-earning assets to average interest-bearing liabilities 117.57 % 114.03 % (1) Cash flow and fair value hedges are used to manage interest rate risk. During the three months ended March 31, 2026 and 2025 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expens e of $37,000 and a reduced expense of $177,000 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. 20 Table of Contents 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 March 31, 2026 Compared to Three Months Ended March 31, 2025 Increase (Decrease) Due to Volume Rate Net (In thousands) Interest income: (unaudited) Cash and cash equivalents $ (71 ) $ (71 ) $ (142 ) Loans receivable (1,172 ) 557 (615 ) Securities 100 331 431 Other interest earning assets (63 ) (46 ) (109 ) Total interest-earning assets (1,206 ) 771 (435 ) Interest expense: NOW and money market accounts 28 57 85 Savings accounts 50 42 92 Certificates of deposit (253 ) (696 ) (949 ) FHLB advances (1,505 ) 1,009 (496 ) Total interest-bearing liabilities (1,681 ) 413 (1,268 ) Net increase in net interest income $ 474 $ 359 $ 833 21 Table of Contents Comparison of Operating Results for the Three Months Ended March 31, 2026 and March 31, 2025 General. Net income decreased $25,000 to $706,000 for the three months ended March 31, 2026 from a net income of $731,000 for the three months ended March 31, 2025. This decrease was primarily due to a decrease of $568,000 in non-interest income and an increase of $240,000 in income taxes, partially offset by an increase of $703,000 in net interest income, an increase $130,000 in the provision for credit losses and a decrease of $80,000 in non-interest expense. Interest Income. Interest income decreased $435,000, or 4.0%, to $10.5 million for the three months ended March 31, 2025 compared to $10.9 million for the three months ended March 31, 2026. Interest income on cash and cash equivalents decreased $142,000, or 53.6%, to $123,000 for the three months ended March 31, 2026 from $265,000 for the three months ended March 31, 2025 due to a $5.3 million decrease in the average balance to $11.3 million for the three months ended March 31, 2026 from $16.6 million for the three months ended March 31, 2025, reflecting an increase in securities and a reduction of borrowings. This was also due to a 203-basis point decrease in the average yield from 6.37% for the three months ended March 31, 2025 to 4.34% for the three months ended March 31, 2026 resulting from the lower interest rate environment. Interest income on loans decreased $615,000, or 7.1%, to $8.0 million for the three months ended March 31, 2026 compared to $8.6 million for the three months ended March 31, 2025 due to a $57.2 million decrease in the average balance to $647.9 million for the three months ended March 31, 2026 from $705.1 million for the three months ended March 31, 2025, slightly offset by a five basis point increase in the average yield from 4.88% for the three months ended March 31, 2025 to 4.93% for the three months ended March 31, 2026. Interest income on securities increased $431,000, or 23.5%, to $2.3 million for the three months ended March 31, 2026 from $1.8 million for the three months ended March 31, 2025 primarily due to a 88 basis point increase in the average yield from 5.05% for the three months ended March 31, 2025, to 5.93% for the three months ended March 31, 2026. The increase was also due to a $7.6 million increase in the average balance to $152.9 million for the three months ended March 31, 2026 from $145.3 million for the three months ended March 31, 2025. Interest Expense. Interest expense decreased $1.3 million, or 17.3%, from $7.3 million for the three months ended March 31, 2025 to $6.1 million for the three months ended March 31, 2026 due to lower costs on deposits and lower balances on borrowings. During the three months ended March 31, 2026, the use of hedges increased the interest expense on the FHLB advances and brokered deposits by $37,000. At March 31, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value. Interest expense on interest-bearing deposits decreased $772,000, or 13.4%, to $5.0 million for the three months ended March 31, 2026 from $5.8 million for the three months ended March 31, 2025. The decrease was due to a 45-basis point decrease in the average cost of deposits to 3.38% for the three months ended March 31, 2026 from 3.83% for the three months ended March 31, 2025. The decrease in the average cost of deposits was due to the lower interest rate environment and a decrease in the rate paid on certificates of deposit offset by an increase in the rate paid on transactional accounts. Our rates on certificates of deposit decreased 60 basis points to 3.65% for the three months ended March 31, 2026 from 4.25% for the three months ended March 31, 2025 and the average balances of certificates of deposit decreased $24.9 million to $459.3 million for the three months ended March 31, 2026 from $484.3 million for the three months ended March 31, 2025. The average balance of NOW/money market accounts and savings accounts increased $4.6 million and $9.3 million for the three months ended March 31, 2026, respectively, compared to the three months ended March 31, 2025. Interest expense on FHLB advances decreased $496,000, or 31.6%, from $1.6 million for the three months ended March 31, 2025 to $1.1 million for the three months ended March 31, 2026. The decrease was primarily due to a decrease in the average balance of $61.1 million to $97.1 million for the three months ended March 31, 2026 from $158.1 million for the three months ended March 31, 2025. The decrease was offset by an increase in the average cost of borrowings of 46 basis points to 4.48% for the three months ended March 31, 2026 from 4.02% for the three months ended March 31, 2025 due to the new borrowings being shorter durations at higher rates. Net Interest Income. Net interest income increased $833,000, or 23.2%, to $4.4 million for the three months ended March 31, 2026 from $3.6 million for the three months ended March 31, 2025. The increase reflected a 48-basis point increase in our net interest rate spread to 1.60% for the three months ended March 31, 2026 from 1.12% for the three months ended March 31, 2025. Our net interest margin increased 54 basis points to 2.20% for the three months ended March 31, 2026 from 1.66% for the three months ended March 31, 2025. Provision for Credit Losses. We recorded a $50,000 provision for credit losses for the three months ended March 31, 2026 compared to $80,000 recovery for credit losses for the three months ended March 31, 2025 due to higher delinquent commercial loan balances. Non-Interest Income. Non-interest income decreased $568,000, or 63.9%, to $321,000 for the three months ended March 31, 2026 from $889,000 for the three months ended March 31, 2025 due to a death benefit received last year related to a former employee. Non-Interest Expense. For the three months ended March 31, 2026, non-interest expense decreased $80,000, or 2.1%, compared to the comparable March 31, 2025 period. Salaries and employee benefits decreased $27,000, or 1.3%, due to lower headcount. FDIC insurance premiums decreased $8,000, or 7.1%, due to lower deposit balances in 2026. Data processing expense decreased $45,000, or 14.2%, due to lower processing costs. Director fees decreased $21,000, or 13.1%, due to fewer members on the board. The decrease in advertising expense of $54,000, or 50.7%, was due to reduced promotions for branch locations and less promotions on deposit and loan products. Professional fees increased $44,000, or 21.9%, due to higher legal costs in 2026. Occupancy and equipment increased $31,000, or 4.6%, due to higher snow removal costs in 2026. Income Tax Expense. Income tax expense increased $240,000 to an expense of $212,000 for the three months ended March 31, 2026 from a $28,000 benefit for the three months ended March 31, 2025. The increase was due to an increase of $755,000 in pre-tax income. 22 Table of Contents 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 March 31, 2026 . All estimated changes presented in the table are within the policy limits approved by the board of directors. NPV as Percent of Portfolio NPV Value of Assets (Dollars in thousands) Basis Point (“bp”) Change in Dollar Dollar Percent Interest Rates Amount Change Change NPV Ratio Change 400 bp $ 94,311 $ (42,605 ) (31.12 )% 11.25 % (25.45 )% 300 bp 105,201 (31,715 ) (23.16 ) 12.30 (18.52 ) 200 bp 115,622 (21,294 ) (15.55 ) 13.26 (12.16 ) 100 bp 126,967 (9,949 ) (7.27 ) 14.28 (5.39 ) — 136,916 — — 15.09 — (100) bp 147,733 10,817 7.90 15.97 5.83 (200) bp 159,531 22,615 16.52 16.91 12.02 (300) bp 170,992 34,076 24.89 17.76 17.63 (400) bp 183,428 46,512 33.97 18.65 23.55 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. 23 Table of Contents As of March 31, 2026 , net interest income simulation results indicated that its exposure over one year to changing interest rates was within our guidelines. The following table presents the estimated impact of interest rate changes on our estimated net interest income over one year: Changes in Interest Rates Change in Net Interest Income Year One (basis points) (1) (% change from year one base) 400 (21.80 )% 300 (16.30 ) 200 (10.80 ) 100 (5.40 ) — — (100) 5.60 (200) 10.90 (300) 13.30 (400) 8.30 (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 March 31, 2026 , we had the ability to borrow up to $236.4 million, of which $115.9 million was outstanding and $5.2 million was utilized as collateral for letters of credit issued to secure municipal deposits. At March 31, 2026 , we had $54.0 million in unsecured lines of credit with four correspondent banks with no outstanding balance. The board of directors is responsible for establishing and monitoring our liquidity targets and 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 March 31, 2026 . While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, loan prepayments and loan and security sales are greatly influenced by market interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any period. At March 31, 2026 , cash and cash equivalents totaled $27.9 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $144.9 million at March 31, 2026 . We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of March 31, 2026 totaled $337.8 million, or 56.2% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and Federal Home Loan Bank of New York advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Capital Resources. We are subject to various regulatory capital requirements administered by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation. At March 31, 2026 , 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 March 31, 2026 , the Bank reported as a qualifying community bank with a ratio of 16.39%. Inflation Substantially all of the Company's assets and liabilities relate to banking activities and are monetary. The consolidated financial statements and related financial data are presented in accordance with GAAP. GAAP currently requires the Company to measure the financial position and results of operations in terms of historical dollars, except for securities available for sale, impaired loans, and other real estate loans that are measured at fair value. Changes in the value of money due to inflation can cause purchasing power loss. Management's opinion is that movements in interest rates affect the financial condition and results of operations to a greater degree than changes in the rate of inflation. It should be noted that interest rates and inflation do affect each other but do not always move in correlation with each other. The Company's ability to match the interest sensitivity of its financial assets to the interest sensitivity of its liabilities in its asset/liability management may tend to minimize the effect of changes in interest rates on the Company's performance. 24 Table of Contents 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 Securities Exchange Act of 1934, as amended) as of March 31, 2026 . Based on that evaluation, the Company's management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective. During the three months ended March 31, 2026 , there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 25 Table of Contents PART II – OTHER INFORMATION Item 1. Legal Proceedings At March 31, 2026 , the Company was not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, the outcome of which would not be material to our financial condition or results of operations. 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, 2025 . Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchase of Equity Securities On August 12, 2025, the Company announced it had received regulatory approval for the repurchase of up to 237,590 shares of its common stock, or approximately 5% of its then outstanding common stock (excluding shares held by Bogota Financial, MHC). The repurchase program does not have a scheduled expiration date and the Board of Directors has the right to suspend or discontinue the program at any time. As of March 31, 2026 , 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 January 1 - 31, 2026 — $ — — — February 1 - 28, 2026 — — — — March 1 - 31, 2026 14,313 8.29 14,313 146,604 Total 14,313 $ 8.29 14,313 146,604 Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information During the three months ended March 31, 2026 , 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. 26 Table of Contents 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)) 10.1 Retirement and Consulting Agreement between Bogota Savings Bank and Robert Walsh, dated March 31, 2026 (incorporated by reference to Exhibit 10.1 of the Company ’ s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 31, 2026 (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 March 31, 2026 , 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. 27 Table of Contents 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: May 13, 2026 /s/ Kevin Pace Kevin Pace President and Chief Executive Officer Date: May 13, 2026 /s/ Brian McCourt Brian McCourt Executive Vice President and Chief Financial Officer 28