What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-13 compared with 2025-11-12 · 175 added, 404 removed, 863 unchanged (40% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

September 30, 2025

March 31, 2026

December 31, 2025

11 unchanged sentences

4,336,207 4,399,202

Federal Home Loan Bank (FHLB) stock and other restricted securities

FHLB stock and other restricted securities

6,419,500 5,403,900

10 unchanged sentences

4,637,434 5,013,251

$ 877,245,065 $ 904,947,500

Liabilities and Equity

18 unchanged sentences

Stockholders’ Equity

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

Common stock $ 0.01 par value, 30,000,000 shares authorized, 12,997,424 issued and outstanding at September 30, 2025 and 13,059,175 at December 31, 2024

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

3 unchanged sentences

92,803,372 92,097,426

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

Unearned ESOP shares ( 349,593 shares at March 31, 2026 and 356,188 shares at December 31, 2025)

( 4,144,090 ) ( 4,219,390 )

9 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Interest income

7 unchanged sentences

Provision (recovery) for credit losses

Net interest income after (recovery) provision for credit losses

Net interest income after provision (recovery) for credit losses

Non-interest income

11 unchanged sentences

Total non-interest expense

Income (loss) before income taxes

Income before income taxes

Income tax expense (benefit)

Net income (loss)

Earnings (loss) per Share - basic

Earnings (loss) per Share - diluted

Earnings per Share - basic

Earnings per Share - diluted

Weighted average shares outstanding - basic

4 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Net income (loss)

Other comprehensive income:

2 unchanged sentences

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

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

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

Total other comprehensive income

3 unchanged sentences

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Common Additional Unearned Other Total

Comprehensive

1 unchanged sentence

Balance January 1, 2025

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, 2025

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, 2026

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, 2026

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 nine months ended

September 30,

For the three months ended

Cash flows from operating activities

Net income (loss)

$ 705,946 $ 730,947

Adjustments to reconcile net income (loss) to net cash used for operating activities:

Adjustments to reconcile net income to net cash used for operating activities:

Amortization of intangible assets

1,478 ( 16,539 )

(Recovery) provision for credit losses

Provision (recovery) for credit losses

50,000 ( 80,000 )

5 unchanged sentences

260,437 69,258

Deferred tax benefit

( 691,489 ) ( 1,171,476 )

Gain on sale of loans

( 37,830 ) ( 11,710 )

Proceeds from sale of loans

1 unchanged sentence

Origination of loans held for sale

1,970,729 ( 433,683 )

Increase in cash surrender value of bank owned life insurance

( 222,292 ) ( 762,231 )

Proceeds from BOLI death benefit

( 543,000 ) —

Employee stock ownership plan expense

8 unchanged sentences

( 611,806 ) ( 495,932 )

Net cash used for operating activities

Net cash provided by (used for) operating activities

702,611 ( 16,015 )

Cash flows from investing activities

Purchases of securities held to maturity

— ( 10,645,873 )

Purchases of securities available for sale

2 unchanged sentences

13,014,848 16,951,619

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

6 unchanged sentences

559,400 1,616,800

Net cash provided by investing activities

20,431,765 15,451,029

Cash flows from financing activities

Net (decrease) increase in deposits

Net decrease in deposits

( 51,575,654 ) ( 9,154,372 )

Net decrease in short-term FHLB advances

Net increase (decrease) in short-term FHLB advances

38,500,000 ( 5,000,000 )

Proceeds from long-term FHLB non-repo advances

Repayments of long-term FHLB non-repo advances

2 unchanged sentences

( 124,905 ) ( 398,215 )

Issuance of common stock

Net increase in advance payments from borrowers for taxes and insurance

Net increase (decrease) in advance payments from borrowers for taxes and insurance

288,980 ( 101,697 )

Net cash (used for) provided by financing activities

Net cash used for financing activities

( 28,808,287 ) ( 42,057,395 )

3 unchanged sentences

35,598,595 52,232,208

Cash and cash equivalents at September 30,

Cash and cash equivalents at end of period

$ 27,924,684 $ 25,609,827

1 unchanged sentence

Income taxes paid

$ 100,000 $ 40,000

Interest paid

4 unchanged sentences

117,843 2,212

Non-cash investment and financing activities

Initial right of use asset

$ 544,120 $ —

Initial lease liability

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 September 30, 2025 and December 31, 2024 .

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.

4 unchanged sentences

Reclassifications had no effect on prior year net loss or stockholders' equity.

Earnings (Loss) per Share:

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.

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.

1 unchanged sentence

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

For the three and nine months ended September 30, 2025 and September 30, 2024 , options to purchase 508,619 and 523,619 c ommon shares, respectively, with an exercise price of $ 10.45 were outstanding but were not included in the computation of diluted earnings per common share because to do so would be anti-dilutive.

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 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)

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

$ 705,946 $ 730,947

2 unchanged sentences

Effect of unvested restricted stock

12,242 — 1,532 —

Weighted average shares outstanding - diluted

12,607,136 12,650,520

Earnings (loss) per common share:

$ 0.04 $ ( 0.03 ) $ 0.11 $ ( 0.10 )

Earnings per common share:

$ 0.06 $ 0.06

4 unchanged sentences

The accompanying unaudited consolidated financial statements have been prepared in conformity with GAAP for interim financial information and pursuant to the requirements for reporting in Article 10 of Regulation S- X of the Securities Exchange Act of 1934, as amended.

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.

As an “emerging growth company,” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies.

We intend to take advantage of the benefits of this extended transition period.

Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

These financial statements include the accounts of the Company, the Bank and its subsidiaries, and all significant intercompany balances and transactions are eliminated in consolidation.

6 unchanged sentences

Segment Reporting :

The Company operates one reportable segment of business, “retail banking.” Through its retail banking segment, the Company provides a broad range of retail and commercial banking services.

The accounting policies of the retail banking segment are the same as those described in the summary of significant accounting policies.

The Company 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.

1 unchanged sentence

NOTE 2 – SECURITIES AVAILABLE FOR SALE

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

September 30, 2025

government and agency obligations

March 31, 2026

government and agency obligations due in:

One through five years

16 unchanged sentences

December 31, 2025

government and agency obligations

Less than one year

$ 10,000,000 $ — $ ( 55,870 ) $ 9,944,130

government and agency obligations due in:

One through five years

1 unchanged sentence

Corporate bonds due in:

Less than one year

350,000 1,090 — 351,090

One through five years

13 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 nine months ended September 30, 2025 or September 30, 2024 .

There w ere no sales of securities during the three months ended March 31, 2026 or March 31, 2025 .

BOGOTA FINANCIAL CORP.

1 unchanged sentence

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:

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

September 30, 2025

March 31, 2026

government and agency obligations

23 unchanged sentences

$ 23,011,126 $ ( 94,110 ) $ 38,455,505 $ ( 4,056,354 ) $ 61,466,631 $ ( 4,150,464 )

Unrealized losses on corporate bonds available for sale are not considered to be credit losses because the bonds are of high credit quality, management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value was largely due to changes in interest rates and other market conditions.

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

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 35 securities in a l oss position at September 30, 2025 .

Because the decline in fair value was attributable to changes in interest rates and illiquidity, and not credit quality, and because the Bank does not have the intent to sell these mortgage-backed securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Bank does not consider these losses to be credit-related at September 30, 2025 .

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

At September 30, 2025 and December 31, 2024 , securi ties available for sale with a carrying value of $ 5,427,755 and $ 5,741,240 were pledged to secure public deposits.

Securities available for sale at September 30, 2025 and December 31, 2024 , which were pledged to secure repurchase agreements at the Federal Home Loan Bank of New York, had a carrying value of $ 61,746 and $ 12,881,892 , respectively.

There were 36 securities in a l oss position 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 September 30, 2025 the Company held a $ 2.5 million investment in a limited partnership, which is part of a $ 10 million commitment.

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.

As of September 30, 2025, the Company had earned no income from this investment.

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 September 30, 2025 and December 31, 2024 :

September 30,

Loans are summarized as follows at March 31, 2026 and December 31, 2025 :

Residential First Mortgage

16 unchanged sentences

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

At September 30, 2025 and December 31, 2024 , such loans totaled $ 2,024,521 and $ 2,256,911 , respectively.

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

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

Residential First Mortgage Commercial Real Estate

Multi-Family Real Estate

Commercial and Industrial Consumer

Three months ended September 30, 2025

Allowance for credit losses:

Beginning balance

$ 1,660,885 $ 533,874 $ 278,916 $ 92,712 $ 24,340 $ 223 $ 2,590,950

Provision for (recovery) of credit losses

( 41,284 ) 22,684 9,125 ( 33,926 ) ( 6,563 ) ( 36 ) ( 50,000 )

Loans charged off

— — — — — — —

Total ending allowance balance

$ 1,619,601 $ 556,558 $ 288,041 $ 58,786 $ 17,777 $ 187 $ 2,540,950

Residential First Mortgage Commercial Real Estate

Multi-Family Real Estate

Commercial and Industrial Consumer

Three Months Ended September 30, 2024

Allowance for credit losses:

Beginning balance

$ 1,836,909 $ 456,898 $ 315,495 $ 105,426 $ 33,221 $ — $ 2,747,949

Provision for (recovery) of credit losses

( 10,371 ) 5,417 ( 2,274 ) 6,692 536 — —

Loans charged off

— — — — — — —

Total ending allowance balance

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

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

1 unchanged sentence

Commercial and Industrial Consumer

Nine Months Ended September 30, 2025

Three months ended March 31, 2026

Allowance for credit losses:

11 unchanged sentences

Commercial and Industrial Consumer

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Allowance for credit losses:

8 unchanged sentences

$ 1,660,884 $ 533,874 $ 278,916 $ 92,712 $ 24,340 $ 223 $ 2,590,949

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

Of the total recovery, zero and $ 50,000 was related to off-balance sheet commitments for the three and nine months ended September 30, 2025 , respectively.

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.

2 unchanged sentences

NOTE 4 – LOANS (Continued)

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

Nonaccrual loans beginning of period

Nonaccrual loans end of period

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

September 30, 2025

March 31, 2026

Residential First Mortgage

4 unchanged sentences

$ — $ 13,355,029 $ 13,355,029 $ —

Nonaccrual loans beginning of period

Nonaccrual loans end of period

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

5 unchanged sentences

$ — $ 13,311,309 $ 13,311,309 $ —

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

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

September 30, 2025

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

15 unchanged sentences

$ 13,311,309 $ —

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 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

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:

March 31, 2026

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 September 30, 2025 and December 31, 2024 :

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

September 30, 2025

March 31, 2026

Revolving Loans

111 unchanged sentences

$ 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 - or

There were no loan modifications during the

-month periods ended

September 30, 2025

March 31, 2026

BOGOTA FINANCIAL CORP.

23 unchanged sentences

Interest Rate Swaps.

At September 30, 2025 and December 31, 2024 , the Company had six cash flow interest rate swaps with notional amounts of $ 85.0 million and five cash flow interest rate swaps with notional amounts of $ 65.0 million, respectively, which were used in hedging certain FHLB advances and brokered deposits.

The Company also had two fair value interest rate swaps with notional amounts of $ 60.0 million hedging certain fixed-rate residential loans.

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.

5 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 September 30, 2025 :

September 30,

Consolidated Statements of Financial Condition

9 unchanged sentences

$ 161,866 $ ( 133,263 )

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.

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 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.

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.

BOGOTA FINANCIAL CORP.

22 unchanged sentences

Quoted Prices

As of September 30, 2025

As of March 31, 2026

Securities available for sale:

9 unchanged sentences

12,690,158 — 12,690,158 —

Fair value hedge

51,606 — 51,606 —

Cash flow hedge

187,703 — 187,703 —

Fair value hedge

Cash flow hedges

130,236 — 130,236

Fair value hedges

47,546 — 47,546 —

11 unchanged sentences

12,809,611 — 12,809,611 —

Cash flow hedge

651,340 — 651,340 —

Fair value hedge

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 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:

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:

Fair Value Measurement Placement

(In thousands)

September 30, 2025

March 31, 2026

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 nine months ended September 30, 2025 and 2024 was as follows:

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

4 unchanged sentences

Three months ended

September 30, 2025

March 31, 2026

Beginning balance

$ ( 3,598,212 ) $ 69,388 $ ( 14,106 ) $ ( 3,542,930 )

Other comprehensive (loss) income before reclassification

1,737,976 — ( 120,835 ) 1,617,141

Amounts reclassified

Net period comprehensive (loss) income

1,737,976 — ( 120,835 ) 1,617,141

Ending balance

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

September 30, 2024

Beginning balance

$ ( 6,676,939 ) $ 5,654 $ 689,446 $ ( 5,981,839 )

Other comprehensive income before reclassification

2,070,862 — ( 936,818 ) 1,134,044

Amounts reclassified

Net period comprehensive income

2,070,862 — ( 936,818 ) 1,134,044

Ending balance

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

Unrealized gain and losses on available for sale securities Benefit plans

Nine Months Ended September 30, 2025

March 31, 2025

Beginning balance

$ ( 4,005,169 ) $ ( 60,526 ) $ 468,247 $ ( 3,597,448 )

Other comprehensive income (loss) before reclassification

2,144,933 — ( 603,188 ) 1,541,745

Amounts reclassified

— 129,914 — 129,914

Net period comprehensive income (loss)

2,144,933 129,914 ( 603,188 ) 1,671,659

Ending balance

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

Nine Months Ended September 30, 2024

Beginning balance

$ ( 6,639,506 ) $ 2,549 $ 172,183 $ ( 6,464,774 )

Other comprehensive (loss) income before reclassification

2,033,429 — ( 419,555 ) 1,613,874

Amounts reclassified

— 3,105 — 3,105

Net period comprehensive (loss) income

2,033,429 3,105 ( 419,555 ) 1,616,979

Ending balance

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

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 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.

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.

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statements of our goals, intentions and expectations;

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

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;

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.

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.

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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;

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;

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our ability to retain key employees;

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

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;

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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 September 30, 2025 and December 31, 2024

Comparison of Financial Condition at March 31, 2026 and December 31, 2025

Total Assets.

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

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 $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.

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 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 .

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

As of March 31, 2026 and December 31, 2025 , the Bank had no loans held for sale.

Asset Quality.

Delinquent loans increased $7.5 million to $21.8 million, or 3.2% of total loans, at September 30, 2025 , compared to $14.3 million, or 2.0% of total loans, at December 31, 2024 .

The increase was primarily due to one commercial real estate loan with a balance of $7.1 million, which is considered well-secured and in the process of collection.

The loan was on the watchlist and was placed on nonaccrual as it became greater than 90 days past due on September 30, 2025, the related credit quality indicator and risk rating were under review as of September 30, 2025.

During the same timeframe, non-performing assets increased from $14.0 million at December 31, 2024 to $20.5 million, which represented 2.2% of total assets at September 30, 2025 .

The Company’s allowance for credit losses was 0.38% of total loans and 12.42% of non-performing loans at September 30, 2025 compared to 0.37% of total loans and 18.77% of non-performing loans at December 31, 2024 .

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 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 .

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 and nine months ended September 30, 2025 or 2024 .

The Company did not record any charge-offs for the three months ended March 31, 2026 or 2025 .

Total Liabilities.

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

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.

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.

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 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 .

At March 31, 2026 , uninsured deposits totaled $52.3 million, comprised of 303 account holders, which represented 8.7% of total deposits.

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 4.42% 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 .

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 $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 .

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

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

Three Months Ended September 30,

Three Months Ended March 31,

Average Balance

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Total interest-bearing deposits

Federal Home Loan Bank advances (1)

FHLB advances (1)

Total interest-bearing liabilities

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

(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.

Nine Months Ended September 30,

Average Balance

Interest and Dividends

Average Balance

Interest and Dividends

(Dollars in thousands)

Cash and cash equivalents

Other interest-earning assets

Total interest-earning assets

Non-interest-earning assets

Liabilities and equity:

NOW and money market accounts

Savings accounts

Certificates of deposit (1)

Total interest-bearing deposits

Federal Home Loan Bank advances (1)

Total interest-bearing liabilities

Non-interest-bearing deposits

Other non-interest-bearing liabilities

Total liabilities

Total liabilities and equity

Net interest income

Interest rate spread (2)

Net interest margin (3)

Average interest-earning assets to average interest-bearing liabilities

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

2 million respectively.

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.

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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 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

Three Months Ended March 31, 2026

Three Months Ended March 31, 2025

Increase (Decrease) Due to

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Certificates of deposit

Federal Home Loan Bank advances

FHLB advances

Total interest-bearing liabilities

Net (decrease) increase in net interest income

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.

Net increase in net interest income

Comparison of Operating Results for the Three Months Ended March 31, 2026 and March 31, 2025

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 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 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 $1.2 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 .

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 61 basis points to 3.89% for the three months ended September 30, 2025 from 4.50% for the three months ended September 30, 2024 , while the average balances of certificates of deposit increased $5.4 million to $502.7 million for the three months ended September 30, 2025 from $497.3 million for the three months ended September 30, 2024 .

The average balance of NOW/money market accounts and savings accounts increased $4.9 million and $6.4 million for the three months ended September 30, 2025 , respectively, compared to the three months ended September 30, 2024 .

Interest expense on Federal Home Loan Bank advances decreased $694,000, or 38.5%, from $1.8 million for the three months ended September 30, 2024 to $1.1 million for the three months ended September 30, 2025 .

The decrease was primarily due to a decrease in the average balance of $80.8 million to $116.1 million for the three months ended September 30, 2025 , from $196.9 million for the three months ended September 30, 2024 .

The decrease was offset by an increase in the average cost of borrowings of 15 basis points to 3.79% for the three months ended September 30, 2025 from 3.64% for the three months ended September 30, 2024 due to the new borrowings being shorter durations at higher rates.

Net Interest Income.

Net interest income increased $1.2 million, or 46.6%, to $3.9 million for the three months ended September 30, 2025 from $2.7 million for the three months ended September 30, 2024 .

The increase reflected a 64 basis point increase in our net interest rate spread to 1.30% for the three months ended September 30, 2025 from 0.66% for the three months ended September 30, 2024 .

Our net interest margin increased 65 basis points to 1.80% for the three months ended September 30, 2025 from 1.15% for the three months ended September 30, 2024 .

Provision for Credit Losses.

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

Non-Interest Income.

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

Non-Interest Expense.

For the three months ended September 30, 2025, non-interest expense increased $133,000, or 3.7%, over the comparable 2024 period.

Professional fees increased $113,000, or 45.6%, due to an increase in legal and consulting fees.

Occupancy and equipment costs increased $259,000, or 68.0%, as a result of the lease-buyback transaction completed in the fourth quarter of 2024, which resulted in increased lease expense going forward.

These increases were offset by a $79,000, or 3.8%, reduction in salaries and employee benefits, which decreased due to lower headcount, a $75,000, or 87.9%, decrease in advertising expenses and a $58,000, or 26.9%, decrease in other non-interest expense.

Income Tax Expense.

Income tax expense increased $326,000 to an expense of $73,000 for the three months ended September 30, 2025 from a $253,000 benefit for the three months ended September 30, 2024 .

The increase was due to an increase of $1.1 million in pre-tax income.

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

Interest income on cash and cash equivalents increased $135,000, or 32.5%, to $550,000 for the nine months ended September 30, 2025 from $415,000 for the nine months ended September 30, 2024 due to a $5.3 million increase in the average balance to $14.4 million for the nine months ended September 30, 2025 from $9.1 million for the nine months ended September 30, 2024 .

This was partially offset by a 100 basis point decrease in the average yield from 6.09% for the nine months ended September 30, 2024 to 5.09% for the nine months ended September 30, 2025 , due to the lower rate environment.

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

Interest income on securities increased $595,000, or 11.3%, to $5.9 million for the nine months ended September 30, 2025 from $5.3 million for the nine months ended September 30, 2024 primarily due to a 142 basis point increase in the average yield from 3.92% for the nine months ended September 30, 2024 to 5.34% for the nine months ended September 30, 2025, which was offset by a $33.0 million decrease in the average balance to $146.8 million for the nine months ended September 30, 2025 from $179.8 million for the nine months ended September 30, 2024.

The decrease in the average balance and the increase in the yield was as a result of the balance sheet restructuring undertaken in the fourth quarter of 2024, where certain lower-yielding securities were sold and a portion of the proceeds were reinvested into higher-yielding securities and all remaining held to maturity securities were reclassified as available for sale.

Interest Expense.

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

Interest expense on interest-bearing deposits decreased $1.5 million, or 8.0%, to $16.9 million for the nine months ended September 30, 2025 from $18.4 million for the nine months ended September 30, 2024.

The decrease was due to a 26 basis point decrease in the average cost of deposits to 3.69% for the nine months ended September 30, 2025 from 3.95% for the nine months ended September 30, 2024.

The decrease in the average cost was driven by a 34 basis point decrease in the average cost of certificates of deposit to 4.05% for the nine months ended September 30, 2025 from 4.39% for the nine months ended September 30, 2024.

The decrease in the average cost of deposits was due to the lower interest rate environment and a change in the composition of the deposit portfolio as the average balance of certificates of deposit declined while the average balance of transactional accounts increased.

The average balances of certificates of deposit decreased $20.6 million to $489.9 million for the nine months ended September 30, 2025 from $510.5 million for the nine months ended September 30, 2024 while average NOW/money market accounts and savings accounts increased $6.8 million and $4.5 million for the nine months ended September 30, 2025, respectively, compared to the nine months ended September 30, 2024.

Interest expense on Federal Home Loan Bank advances decreased $756,000, or 16.0%.

The decrease was primarily due to a decrease in the average balance of $36.9 million to $134.7 million for the nine months ended September 30, 2025 from $171.6 million for the nine months ended September 30, 2024.

The decrease was offset by an increase in the average cost of borrowings of 26 basis points to 3.93% for the nine months ended September 30, 2025 from 3.67% for the nine months ended September 30, 2024 due to the new borrowings being for shorter durations at higher rates.

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 $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

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 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.

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 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 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 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%.

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 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.

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.

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 September 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 March 31, 2026 .

All estimated changes presented in the table are within the policy limits approved by the board of directors.

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

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.

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:

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

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

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

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 September 30, 2025 .

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.

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

At September 30, 2025 , cash and cash equivalents totaled $31.2 million.

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

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.

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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 September 30, 2025 totaled $444.6 million, or 68.8% of total deposits.

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.

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

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

As of March 31, 2026 , the Bank reported as a qualifying community bank with a ratio of 16.39%.

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