What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-13 · 368 added, 215 removed, 823 unchanged (41% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

March 31, 2026

June 30, 2026

December 31, 2025

11 unchanged sentences

4,458,385 4,399,202

FHLB stock and other restricted securities

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

7,513,600 5,403,900

31 unchanged sentences

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

Preferred stock $ 0.01 par value 1,000,000 shares authorized, none issued and outstanding at June 30, 2026 and December 31, 2025

Common stock $ 0.01 par value, 30,000,000 shares authorized, 12,770,973 issued and outstanding at June 30, 2026 and 12,925,572 at December 31, 2025

127,709 129,255

3 unchanged sentences

93,550,894 92,097,426

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

Unearned ESOP shares ( 342,926 shares at June 30, 2026 and 356,188 shares at December 31, 2025)

( 4,068,789 ) ( 4,219,390 )

9 unchanged sentences

Three Months Ended

Six Months Ended

Interest income

29 unchanged sentences

BOGOTA FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended

Other comprehensive income:

Net unrealized gain on securities available for sale:

Six Months Ended

Other comprehensive income (loss):

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

Defined benefit retirement plans:

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

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

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

Total other comprehensive income

Comprehensive income

Total other comprehensive income (loss)

Comprehensive income (loss)

See accompanying notes to unaudited consolidated financial statements.

4 unchanged sentences

Balance January 1, 2025

Other comprehensive loss

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 ( 6,447 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

— — — 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

Balance January 1, 2026

12,925,572 $ 129,255 $ 54,949,369 $ 92,097,426 $ ( 4,219,390 ) $ ( 2,048,312 ) $ 140,908,348

— — — 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

— — — 747,522 — — 747,522

Other comprehensive income

— — — — — 94,862 94,862

Stock based compensation

— — 225,435 — — — 225,435

Stock purchased and retired

( 139,558 ) ( 1,396 ) ( 1,208,993 ) — — — ( 1,210,389 )

ESOP shares released ( 6,668 shares)

— — ( 19,435 ) — 75,301 — 55,866

Balance June 30, 2026

12,770,973 $ 127,709 $ 54,026,204 $ 93,550,894 $ ( 4,068,789 ) $ ( 1,670,352 ) $ 141,965,666

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended

For the six months ended

Cash flows from operating activities

$ 705,946 $ 730,947

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

Adjustments to reconcile net income to net cash provided by (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

Deferred income benefit

Gain on sale of loans

Proceeds from sale of loans

— ( 1,557,899 )

Origination of loans held for sale

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

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 )

Net cash provided by operating activities

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

Purchase of equity investment

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 )

Net increase in short-term FHLB advances

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

1 unchanged sentence

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

See accompanying notes to unaudited consolidated financial statements.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

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.

1 unchanged sentence

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 .

Bogota Properties, LLC, formed to hold real estate owned by the Company, is inactive.

The Bank generally originates residential, commercial and consumer loans to, and accepts deposits from, customers in New Jersey.

3 unchanged sentences

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.

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

Earnings per Share:

3 unchanged sentences

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

For the three 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.

For the three and six months ended June 30, 2026 and June 30, 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

For the three and six months ended June 30, 2026 , 15,211 and 11,205 sha res of outstanding non-vested stock were added in the computation of diluted earnings per share.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share calculations for the three and six months ended June 30, 2026 and 2025 .

For the three months ended June 30, 2026

For the three months ended June 30, 2025

For the six months ended June 30, 2026

For the six months ended June 30, 2025

$ 747,522 $ 224,395 $ 1,453,468 $ 955,342

2 unchanged sentences

Effect of unvested restricted stock

15,211 5,189 11,205 1,957

Weighted average shares outstanding - diluted

2 unchanged sentences

$ 0.06 $ 0.02 $ 0.12 $ 0.08

0.06 0.02 0.12 0.08

Use of Estimates :

1 unchanged sentence

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.

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Basis of Presentation :

5 unchanged sentences

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 .

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Segment Reporting :

1 unchanged sentence

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 Company's chief operating decision maker is the President and Chief Executive Officer, who decides how to allocate resources based on net income that also is reported on the statement of operations as consolidated net income.

The measure of segment assets is reported on the statement of financial condition as total consolidated assets.

NOTE 2 – SECURITIES AVAILABLE FOR SALE

The following table summarizes the amortized cost, fair value, and gross unrealized gains and losses of securities available for sale, by contractual maturity, none of which had an allowance for credit losses at March 31, 2026 and December 31, 2025 :

March 31, 2026

June 30, 2026

government and agency obligations due in:

One through five years

Less than one year

$ 3,000,000 $ — $ ( 44,489 ) $ 2,955,511

Corporate bonds due in:

Less than one year

3,981,881 16,881 ( 3,655 ) 3,995,107

One through five years

12 unchanged sentences

$ 143,074,912 $ 1,364,147 $ ( 4,027,508 ) $ 140,411,551

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

December 31, 2025

17 unchanged sentences

$ 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 .

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

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

There w ere no sales of securities during the three and six months ended June 30, 2026 or June 30, 2025 .

The age of unrealized losses and the fair value of related securities as of June 30, 2026 and December 31, 2025 were as follows:

Less Than 12 Months

12 Months or More

March 31, 2026

June 30, 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 )

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

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

At March 31, 2026 , 100 % of the mortgage-backed securities were issued by U.S.

At June 30, 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.

There were 36 securities in a l oss position at June 30, 2026 .

As of June 30, 2026 and December 31, 2025, no allowance for credit losses ("ACL") was required on available for sale securities.

At June 30, 2026 and December 31, 2025 , securi ties available for sale with a carrying value of $ 5,156,715 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.

At June 30, 2026 the Company had a $ 4.0 million investment in a limited partnership, which is part of a $ 10.0 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.

The original investment in 2025 was $ 2.5 million and an additional $ 1.5 million was invested in 2026.

The Bank had an $ 87,000 loss during 2025 and a gain of $ 50,000 in 2026.

NOTE 4 – LOANS

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

Loans are summarized as follows at June 30, 2026 and December 31, 2025 :

Residential First Mortgage

12 unchanged sentences

$ 637,312,833 $ 647,645,607

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 :

At June 30, 2026 and December 31, 2025 , such loans totaled $ 1,922,247 and $ 2,256,911 , respectively.

NOTE 4 – LOANS (Continued)

At June 30, 2026 and December 31, 2025 , deferred loan fees were $ 2,049,665 and $ 2,287,876 , respectively.

The following table presents the activity in the ACL by portfolio segment for the three and six months ended June 30, 2026 and 2025 :

Residential First Mortgage Commercial Real Estate

1 unchanged sentence

Commercial and Industrial Consumer

Three months ended March 31, 2026

Three months ended June 30, 2026

Allowance for credit losses:

1 unchanged sentence

$ 1,558,462 $ 701,200 $ 243,300 $ 65,250 $ 11,550 $ 187 $ 2,579,949

Provision for (recovery) of credit losses

Provision for of credit losses

— — — — — — —

7 unchanged sentences

Commercial and Industrial Consumer

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Allowance for credit losses:

1 unchanged sentence

$ 1,660,885 $ 533,874 $ 278,916 $ 92,712 $ 24,340 $ 222 $ 2,590,949

Provision for (recovery) of credit losses

Provision for of credit losses

— — — — — — —

4 unchanged sentences

$ 1,660,885 $ 533,874 $ 278,916 $ 92,712 $ 24,340 $ 222 $ 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.

NOTE 4 – LOANS (Continued)

Residential First Mortgage

Commercial Real Estate

Multi-Family Real Estate

Commercial and Industrial

Six Months Ended June 30, 2026

Allowance for credit losses:

Beginning balance

$ 1,617,949 $ 586,000 $ 241,000 $ 69,000 $ 16,000 $ — $ 2,529,949

Provision for of credit losses

( 59,487 ) 115,200 2,300 ( 3,750 ) ( 4,450 ) 187 50,000

Loans charged off

— — — — — — —

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

Commercial and Industrial

Six Months Ended June 30, 2025

Allowance for credit losses:

Beginning balance

$ 1,680,949 $ 508,000 $ 289,000 $ 123,000 $ 20,000 $ — $ 2,620,949

Provision for of credit losses

( 20,064 ) 25,874 ( 10,084 ) ( 30,288 ) 4,340 222 ( 30,000 )

Loans charged off

— — — — — — —

Total ending allowance balance

$ 1,660,885 $ 533,874 $ 278,916 $ 92,712 $ 24,340 $ 222 $ 2,590,949

For the three and six months ended June 30, 2026 , the provision for credit losses was $ 50,000 , which was all recorded in the three months ended March 31, 2026, due to an increase in delinquent commercial real estate loans offset by loan growth and the absence of charge-offs.

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.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 :

The following table presents the balance of non-performing loans by portfolio segments as of June 30, 2026 and December 31, 2025 :

Nonaccrual with a Allowance for Credit Loss

2 unchanged sentences

Loans Past Due 90 Days or More Still Accruing

March 31, 2026

June 30, 2026

Residential First Mortgage

14 unchanged sentences

$ — $ 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

Collateral-dependent loans individually evaluated with the ACL by collateral type were as follows at June 30, 2026 and December 31, 2025 :

June 30, 2026

Portfolio segment

15 unchanged sentences

$ 13,311,309 $ —

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

No no naccrual loans had specific reserves as of June 30, 2026 as they were all well-secured.

The Bank had no other real estate owned at June 30, 2026 or December 31, 2025 .

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:

March 31, 2026

The following table presents the aging of the recorded investment in past due loans as of June 30, 2026 and December 31, 2025 , by class of loans:

June 30, 2026

Residential First Mortgage

36 unchanged sentences

Loans not meeting the criteria above are considered to be Pass rated loans.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 :

The following table presents loans, by risk category, loan class and year of origination as of June 30, 2026 and December 31, 2025 :

Term Loans by Origination Year

March 31, 2026

June 30, 2026

Revolving Loans

52 unchanged sentences

$ 9,682,664 $ 8,064,078 $ 27,412,225 $ 3,159,938 $ 99,223,023 $ 174,042,723 $ 318,308,131 $ 639,892,782

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 – LOANS (Continued)

57 unchanged sentences

-month periods ended

March 31, 2026

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – DERIVATIVES AND HEDGING ACTIVITES

June 30, 2026

NOTE 5 – DERIVATIVES AND HEDGING ACTIVITIES

The Company uses derivative financial instruments as components of its market risk management, principally to manage interest rate risk.

13 unchanged sentences

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.

Gains or losses resulting from the termination of a derivative accounted for as a cash flow hedge remain in other comprehensive income (loss) and are (accreted) amortized to earnings over the remaining period of the former hedging relationship.

Certain derivative financial instruments are offered to certain commercial banking customers to manage their risk of exposure and risk management strategies.

4 unchanged sentences

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.

At June 30, 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.

6 unchanged sentences

The gain or loss on these derivatives, as well as the offsetting loss or gain on the hedged items attributable to the hedged risk, are recognized in interest income in the Company’s Consolidated Statements of Operations.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification in the Consolidated Statements of Financial Condition at March 31, 2026 and December 31, 2025.

NOTE 5 – DERIVATIVES AND HEDGING ACTIVITIES (Continued)

Consolidated Statements of Financial Condition

Interest rate swaps

Other (Liabilities) Assets

Other Assets (Liabilities)

$ 345,491 $ ( 200,334 )

Interest rate swaps

Other (Liabilities) Assets

Other Assets (Liabilities)

$ 3,683 $ ( 165,389 )

3 unchanged sentences

$ 379,944 $ ( 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.

For the three and six months ended June 30, 2026 , unrealized gains of $ 155,000 and $ 33,000 were recorded for changes in fair value of interest rate swaps with third parties and at June 30, 2026 , accrued interest was $ 8,000 , 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.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended June 30, 2026 and 2025 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expense of $ 21,000 and a reduced expense of $ 363,000 , respectively.

NOTE 6 – FAIR VALUE

6 unchanged sentences

Level 3 – Significant unobservable inputs that reflect a bank’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

NOTE 6 – FAIR VALUE (Continued)

The Bank used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

7 unchanged sentences

An independent pricing service provides prices which are categorized as Level 2, as quoted prices in active markets for identical assets are generally not available for the derivatives.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – FAIR VALUE (Continued)

Assets measured at fair value on a recurring basis are summarized below:

Quoted Prices

As of March 31, 2026

As of June 30, 2026

Securities available for sale:

9 unchanged sentences

12,518,224 — 12,518,224 —

Cash flow hedges

130,236 — 130,236

Fair value hedges

Cash flow and fair value hedges

349,174 — 349,174

15 unchanged sentences

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:

There w ere no transfe rs between level 1 and level 2 during the three or six months ended June 30, 2026 .

NOTE 6 – FAIR VALUE (Continued)

Fair Value on a Non-Recurring Basis:

Certain assets and liabilities are not measured at fair value:

(In thousands)

As of June 30, 2026

Collateral dependent loans

$ — $ — $ 27,766 $ 27,766

As of December 31, 2025

Collateral dependent loans

$ — $ — $ 13,311 $ 13,311

All collateral dependent individually evaluated loans have an independent third -party full appraisal to determine the NRV based on the fair value of the underlying collateral, less cost to sell (a range of 5 % to 10 %) and other costs, such as unpaid real estate taxes, that have been identified.

The appraisal will be based on an "as-is" valuation and will follow a reasonable valuation method that addresses the direct sale comparison, income, and cost approaches to market value, reconciles those approaches, and explains the elimination of each approach not used.

Appraisals are updated as needed or sooner if we have identified possible further deterioration in value.

The carrying amounts and estimated fair values of financial instruments not measured at fair value, at June 30, 2026 and December 31, 2025 , were as follows:

Fair Value Measurement Placement

(In thousands)

March 31, 2026

June 30, 2026

Financial instruments - assets

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The fair value of off-balance sheet items is not considered material.

BOGOTA FINANCIAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

The components of accumulated other comprehensive loss included in equity (net of tax) for the three and six months ended June 30, 2026 and 2025 was as follows:

Unrealized gain

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Three months ended

March 31, 2026

June 30, 2026

Beginning balance

$ ( 1,861,607 ) $ 2,766 $ 93,627 $ ( 1,765,214 )

Other comprehensive (loss) income before reclassification

( 53,084 ) — 154,747 101,663

Amounts reclassified

— ( 6,801 ) — ( 6,801 )

Net period comprehensive (loss) income

( 53,084 ) ( 6,801 ) 154,747 94,862

Ending balance

March 31, 2025

$ ( 1,914,691 ) $ ( 4,035 ) $ 248,374 $ ( 1,670,352 )

June 30, 2025

Beginning balance

$ ( 3,325,126 ) $ ( 60,526 ) $ 148,469 $ ( 3,237,183 )

Other comprehensive income (loss) before reclassification

( 273,086 ) — ( 162,575 ) ( 435,661 )

Amounts reclassified

— 129,914 — 129,914

Net period comprehensive income (loss)

( 273,086 ) 129,914 ( 162,575 ) ( 305,747 )

Ending balance

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

Unrealized gain and losses on available for sale securities

Benefit plans

Six Months Ended June 30, 2026

Beginning balance

$ ( 1,907,058 ) $ 2,766 $ ( 144,020 ) $ ( 2,048,312 )

Other comprehensive income (loss) before reclassification

( 7,633 ) — 392,394 384,761

Amounts reclassified

— ( 6,801 ) — ( 6,801 )

Net period comprehensive income (loss)

( 7,633 ) ( 6,801 ) 392,394 377,960

Ending balance

$ ( 1,914,691 ) $ ( 4,035 ) $ 248,374 $ ( 1,670,352 )

Six Months Ended June 30, 2025

Beginning balance

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

Other comprehensive (loss) income before reclassification

406,957 — ( 482,353 ) 1,613,874

Amounts reclassified

— 129,914 — 129,914

Net period comprehensive (loss) income

406,957 129,914 ( 482,353 ) 54,518

Ending balance

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

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 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.

Management’s discussion and analysis of financial condition and results of operations at June 30, 2026 and December 31, 2025 and for the three and six months ended June 30, 2026 and June 30, 2025 is intended to assist in understanding the financial condition and results of operations of Bogota Financial Corp.

The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

This includes statements regarding the planned merger of GSL Savings Bank (“GSL”) with and into the Company’s wholly owned subsidiary, the Bank, with the Bank as the surviving financial institution (the “Merger”).

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

the inability to obtain approvals and/or meet the other closing conditions required to close the Merger in a timely manner;

general economic conditions, either nationally or in our market area, that are worse than expected, including potential recessionary conditions;

the imposition of tariffs or other domestic or international governmental policies and retaliatory responses;

the impact of any federal government shutdown;

the imposition of tariffs or other domestic or international governmental policies, trade restrictions and retaliatory measures impacting our borrowers and the broader economy;

the impact of any federal government shutdown, debt ceiling and fiscal uncertainty;

changes in the amount and trend of loan delinquencies, charge-offs and non-performing and classified loans and changes in estimates and the methodology for calculating the allowance for credit losses;

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changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

our ability to retain key employees;

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

the failure to maintain current technologies;

our ability to attract or retain key employees;

risks associated with cybersecurity threats, data breaches, ransomware attacks, or other failures in our operational or security systems and infrastructure, including the risks arising from our dependence on third-party service providers and vendors;

the failure to maintain current technologies and to successfully implement future information technology enhancements and the operational risks associated with the adoption of artificial intelligence and other emerging technologies ;

the current or anticipated impact of military conflict, terrorism or other geopolitical events;

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changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Proposed Acquisition of GSL

On June 1, 2026, the Bank and GSL entered into a definitive agreement pursuant to which the Bank will acquire GSL.

Under the terms of the Merger Agreement, depositors of GSL will become depositors of the Bank and will have the same rights and privileges in Bogota Financial, MHC, as if their accounts had been established in the Bank on the date established at GSL.

As part of the transaction, the Company will issue additional shares of its common stock to Bogota Financial, MHC in an amount equal to the fair value of GSL as determined by an independent appraisal.

These shares are expected to be issued immediately prior to completion of the Merger.

As of June 30, 2026, GSL had approximately $151.2 million of assets, gross loans of $119.7 million and deposits of $120.4 million and operated from two offices located in Guttenberg and Fairview, New Jersey.

The Merger is expected to close in the second half of 2026, subject to receipt of all regulatory approvals, GSL receiving the requisite approval of its members (if required), and fulfillment of other customary closing conditions.

Critical Accounting Policies

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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 March 31, 2026 and December 31, 2025

Comparison of Financial Condition at June 30, 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.

Assets decreased $30.0 million, or 3.3%, from $904.9 million at December 31, 2025 to $875.0 million at June 30, 2026 , due largely to a $5.7 million, or 16.6%, decrease in cash and cash equivalents, an $10.3 million, or 1.6%, decrease in loans and $17.7 million, or 11.2% decrease in securities available for sale.

Cash and Cash Equivalents.

Cash and cash equivalents decreased $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.

Cash and cash equivalents decreased $5.7 million, or 16.6%, to $29.9 million at June 30, 2026 from $35.6 million at December 31, 2025 , as excess funds from increased borrowings, security maturities and loan payments were used to offset deposit outflows.

Investment in Limited Partnership.

Net equity investments were $2.4 million, at March 31, 2026 and December 31, 2025.

Net equity investments increased $1.6 million, or 64.2% to $4.0 million, at June 30, 2026 from $2.4 million at December 31, 2025.

This investment was part of a $10 million commitment to fund a limited partnership which invests in sale leaseback transactions.

Securities Available for Sale.

Securities available for sale decreased $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 .

Securities available for sale decreased $17.7 million, or 11.2%, to $140.4 million at June 30, 2026 from $158.1 million at December 31, 2025 , due to principal repayments of mortgage-backed securities and maturities of corporate bonds.

Net loans decreased $10.3 million, or 1.6%, to $637.3 million at June 30, 2026 from $647.6 million at December 31, 2025 .

The decrease was due to a decrease of $7.9 million, or 1.8%, in one- to four-residential real estate loans to $436.0 million from $443.9 million at December 31, 2025 , a decrease of $3.2 million, or 14.4%, in construction loans to $18.9 million at June 30, 2026 from $22.0 million at December 31, 2025 , a decrease of $717,000, or 22.3%, in commercial and industrial loans to $2.5 million at June 30, 2026 from $3.2 million at December 31, 2025 , and a decrease of $5.1 million, or 4.2%, in commercial real estate loans to $116.9 million at June 30, 2026 from $122.0 million at December 31, 2025 , offset by a $6.6 million, or 11.2%, increase in multi-family real estate loans to $65.5 million at June 30, 2026 from $58.9 million at December 31, 2025 .

The decreases in one- to four-residential real estate loans and construction loans reflected a decrease in demand for such loans due to the interest rate environment.

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

As of June 30, 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.

Delinquent loans increased $1.1 million to $27.9 million, or 4.4% of total loans, at June 30, 2026, compared to $26.8 million, or 4.1% of total loans, at December 31, 2025.

The increase was primarily due to an increase of $1.1 million in commercial real estate loans.

All delinquent loans are considered well-secured.

During the same timeframe, non-performing assets increased from $13.3 million at December 31, 2025 to $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 .

During the same timeframe, non-performing assets increased from $13.3 million at December 31, 2025 to $27.8 million, which represented 3.2% of total assets at June 30, 2026.

Non-performing loans at June 30, 2026 included one construction loan for a catering hall that is 99% complete, with a balance of $10.9 million and a loan to value ratio of 45%.

Based on the well-secured nature of the loan, there was no associated specific reserve at June 30, 2026.

The Company has commenced legal action to foreclose on the property, which is ongoing.

Non-performing loans also included two commercial real estate loans totaling $12.5 million that had previously been 60 days delinquent.

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

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

The Company’s allowance for credit losses was 0.40% of total loans and 9.29% of non-performing loans at June 30, 2026 compared to 0.39% of total loans and 19.29% of non-performing loans at December 31, 2025.

The Bank has limited exposure to commercial real estate loans secured by office space.

The Company did not record any charge-offs for the three and six months ended June 30, 2026 or 2025.

Total Liabilities.

Total liabilities decreased $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.

Total liabilities decreased $31.0 million, or 4.1%, to $733.0 million as of June 30, 2026 from $764.0 million as of December 31, 2025 , primarily due to a $78.2 million decrease in deposits, offset by a $47.7 million increase in borrowings.

Deposits decreased $78.2 million, or 12.0%, to $574.2 million at June 30, 2026 from $652.4 million at December 31, 2025 .

The decrease in deposits was due to an decrease in certificates of deposit of $91.4 million, or 18.5%, to $402.5 million as of June 30, 2026 from $493.9 million at December 31, 2025 , offset by an increase of $6.5 million, or 9.9%, in NOW accounts to $72.0 million as of June 30, 2026 from $65.5 million at December 31, 2025, an increase in savings accounts of $10.9 million, or 19.9%, to $65.4 million as of June 30, 2026 from $54.6 million at December 31, 2025 ;

a increase in money market deposit accounts of $121,000, or 1.2%, to $10.4 million as of June 30, 2026 from $10.2 million at December 31, 2025 and a $2.3 million, or 8.2%, increase in noninterest bearing accounts to $30.5 million as of June 30, 2026 from $28.2 million at December 31, 2025 , The overall changes reflected the Company's efforts to increase core deposit accounts and to decrease certificate of deposits until loan demand and investment rates increase.

At June 30, 2026 , municipal deposits totaled $41.3 million, which represented 7.2% of total deposits, and brokered deposits totaled $98.9 million, which represented 17.2% of deposits.

At December 31, 2025 , municipal deposits totaled $45.1 million, which represented 6.9% of deposits, and brokered deposits totaled $109.7 million, which represented 16.8% of total deposits.

At 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 .

At June 30, 2026 , uninsured deposits totaled $59.3 million, comprised of 303 account holders, which represented 8.7% of total deposits.

Federal Home Loan Bank of New York borrowings increased $47.7 million, or 51.1%, to $141.0 million at June 30, 2026 from $93.3 million at December 31, 2025 .

Long-term advances decreased $33.3 million, while short-term advances increased by $81.0 million.

The weighted average rate of borrowings was 4.17% 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 .

The weighted average rate of borrowings was 4.01% and 4.35% as of June 30, 2026 and December 31, 2025 , respectively.

Total borrowing capacity at the Federal Home Loan Bank was $236.4 million at June 30, 2026 , of which $141.0 million has been advanced and $5.2 million was utilized as collateral for letters of credit issued to secure municipal deposits.

The increase in borrowings was largely attributable to the outflow of deposits during the six months ended June 30, 2026 .

Total Equity.

Stockholders’ equity increased $1.1 million to $142.1 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 .

Stockholders’ equity increased $1.1 million to $142.0 million, primarily due to net income of $1.5 million and changes in accumulated other comprehensive income of $378,000 and stock-based compensation of $451,000, offset by stock repurchases of $1.3 million.

At June 30, 2026 , the Company’s ratio of average stockholders’ equity-to-average total assets was 16.20%, compared to 15.13% at December 31, 2025 .

Average Balance Sheets and Related Yields and Rates

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

Three Months Ended March 31,

Three Months Ended June 30,

Average Balance

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

During the three months ended 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.

During the three months ended June 30, 2026 and 2025 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expens e of $44,000 and a reduced expense of $186,000 respectively.

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

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

Six Months Ended June 30,

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

FHLB 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 and fair value hedges are used to manage interest rate risk.

During the six months ended June 30, 2026 and 2025 , the net effect on interest expense on the Federal Home Loan Bank advances and certificates of deposit was an increased expens e of $21,000 and a reduced expense of $363,000 respectively.

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

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

Rate/Volume Analysis

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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 March 31, 2026

Three Months Ended March 31, 2025

Three Months Ended June 30, 2026

Six Months Ended June 30, 2026

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

Increase (Decrease) Due to

(In thousands)

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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.

Comparison of Operating Results for the Three Months Ended June 30, 2026 and June 30, 2025

Net income increased $523,000 to $748,000 for the three months ended June 30, 2026 compared to net income of $224,000 for the three months ended June 30, 2025.

This increase was primarily due to an increase of $329,000 in non-interest income, a $145,000 increase in net interest income and a $201,000 decrease in non-interest expenses partially offset by a $152,000 increase in income taxes.

Interest Income.

Interest income decreased $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 income decreased $916,000, or 8.7%, to $9.6 million for the three months ended June 30, 2026, compared to $10.5 million for the three months ended June 30, 2025.

Interest income on cash and cash equivalents increased $1,000, or 0.9%, to $107,000 for the three months ended June 30, 2026 from $106,000 for the three months ended June 30, 2025 due to a seven basis point increase in the average yield from 4.26% for the three months ended June 30, 2025 to 4.33% for the three months

ended June 30, 2026 resulting from a higher short-term interest rate environment.

This was offset by a $114,000 decrease in the average balance to $9.9 million for the three months ended June 30, 2026 from $10.0 million for the three months ended June 30, 2025.

Interest income on loans decreased $770,000, or 9.3%, to $7.5 million for the three months ended June 30, 2026 compared to $8.3 million for the three months ended June 30, 2025 due primarily to a $57.5 million decrease in the average balance to $640.3 million for the three months ended June 30, 2026 from $697.8 million for the three months ended June 30, 2025 and a six basis point decrease in the average yield from 4.77% for the three months ended June 30, 2025 to 4.71% for the three months ended June 30, 2026.

Interest income on securities decreased $87,000, or 4.5%, to $1.9 million for the three months ended June 30, 2026, primarily due to a 24-basis point decrease in the average yield from 5.52% for the three months ended June 30, 2025, to 5.28% for the three months ended June 30, 2026.

The decrease was also due to a $404,000 decrease in the average balance to $140.7 million for the three months ended June 30, 2026, from $141.1 million for the three months ended June 30, 2025.

Interest Expense.

Interest expense decreased $1.3 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.

Interest expense decreased $1.1 million, or 15.6%, from $6.8 million for the three months ended June 30, 2025 to $5.7 million for the three months ended June 30, 2026, due to lower average balances of certificates of deposits and borrowings and decreased cost of certificates of deposits.

During the three months ended June 30, 2026, the use of hedges increased the interest expense on the FHLB advances and brokered deposits by $37,000.

At June 30, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value.

Interest expense on interest-bearing deposits decreased $910,000, or 16.5%, to $4.6 million for the three months ended June 30, 2026 from $5.5 million for the three months ended June 30, 2025.

The decrease was due to a 39 basis point decrease in the average cost of deposits to 3.28% for the three months ended June 30, 2026 from 3.67% for the three months ended June 30, 2025.

The decrease in the average cost of deposits was due to the lower interest rate environment and a decrease in the rate paid on certificates of deposit offset by an increase in the rate paid on savings accounts.

The rates on certificates of deposit decreased 44 basis points to 3.57% for the three months ended June 30, 2026 from 4.01% for the three months ended June 30, 2025 and the average balances of certificates of deposit decreased $59.8 million to $422.7 million for the three months ended June 30, 2026 from $482.5 million for the three months ended June 30, 2025.

The average balance of NOW/money market accounts and savings accounts increased $8.2 million and $11.9 million for the three months ended June 30, 2026, respectively, compared to the three months ended June 30, 2025.

Interest expense on FHLB advances decreased $151,000, or 11.7%, from $1.3 million for the three months ended June 30, 2025 to $1.1 million for the three months ended June 30, 2026.

The decrease was primarily due to a decrease in the average balance of $20.2 million to $110.0 million for the three months ended June 30, 2026 from $130.3 million for the three months ended June 30, 2025.

The decrease was offset by an increase in the average cost of borrowings of 18 basis points to 4.14% for the three months ended June 30, 2026 from 3.96% for the three months ended June 30, 2025 due to the new borrowings being shorter durations at higher rates.

Net Interest Income.

Net interest income increased $145,000, or 3.9%, to $3.8 million for the three months ended June 30, 2026 from $3.7 million for the three months ended June 30, 2025.

The increase reflected a 20 basis point increase in our net interest rate spread to 1.40% for the three months ended June 30, 2026 from 1.20% for the three months ended June 30, 2025.

Our net interest margin increased 20 basis points to 1.94% for the three months ended June 30, 2026 from 1.74% for the three months ended June 30, 2025.

Provision for Credit Losses.

We recorded no provision for credit losses for the three months ended June 30, 2026 and June 30, 2025.

The lack of a provision reflects a decrease in loans and the absence of any charge-offs.

Further the increase in non-performing loans were loans that were impaired with adequate collateral and required no additional provisions.

Non-Interest Income.

Non-interest income increased $329,000, or 99.2%, to $661,000 for the three months ended June 30, 2026 from $332,000 for the three months ended June 30, 2025 due to a $300,000 collection on an insurance claim from a previous year fraud loss.

Non-Interest Expense.

For the three months ended June 30, 2026, non-interest expense decreased $200,000, or 5.2%, compared to the same period ended June 30, 2025.

Salaries and employee benefits decreased $75,000, or 3.7%, due to lower headcount.

FDIC insurance premiums decreased $18,000, or 16.9%, due to lower deposit balances in 2026.

Data processing expense increased $13,000, or 4.3%, due to higher processing costs.

Director fees decreased $44,000, or 25.9%, due to fewer members on the board.

The increase in advertising expense of $23,000, or 140.6%, was due to increased promotions for branch locations and more promotions on deposit and loan products.

Professional fees decreased $125,000, or 33.6%, due to lower legal costs in 2026.

Income Tax Expense.

Income tax expense increased $151,000 to an expense of $99,000 for the three months ended June 30, 2026 from a $53,000 benefit for the three months ended June 30, 2025.

The increase was due to an increase of $674,000 in pre-tax income.

Comparison of Operating Results for the Six Months Ended June 30, 2026 and June 30, 2025

Net income increased $498,000 to $1.5 million for the six months ended June 30, 2026 from net income of $955,000 for the six months ended June 30, 2025.

This increase was primarily due to an increase of $978,000 in net interest income and a decrease of $280,000 in non-interest expense, partially offset by a decrease of $239,000 in non-interest income, an increase of $130,000 in the provision for credit losses and an increase of $391,000 in income taxes.

Interest Income.

Interest income decreased $1.4 million, or 6.3%, to $20.1 million for the six months ended June 30, 2026 compared to $21.4 million for the six months ended June 30, 2025.

Interest income on cash and cash equivalents decreased $141,000, or 38.0%, to $230,000 for the six months ended June 30, 2026 from $371,000 for the six months ended June 30, 2025 due to a $2.7 million decrease in the average balance to $10.6 million for the six months ended June 30, 2026 from $13.3 million for the six months ended June 30, 2025, reflecting a decrease in deposits and a reduction of borrowings.

The decrease was also due to a 124 basis point decrease in the average yield from 5.58% for the six months ended June 30, 2025 to 4.34% for the six months ended June 30, 2026 resulting from the lower interest rate environment.

Interest income on loans decreased $1.4 million, or 8.2%, to $15.5 million for the six months ended June 30, 2026 compared to $16.9 million for the six months ended June 30, 2025, due to a $57.3 million decrease in the average balance to $644.1 million for the six months ended June 30, 2026 from $701.4 million for the six months ended June 30, 2025.

Interest income on securities increased $344,000, or 9.1%, to $4.1 million for the six months ended June 30, 2026, from $3.8 million for the six months ended June 30, 2025, primarily due to a 34 basis point increase in the average yield from 5.28% for the six months ended June 30, 2025, to 5.62% for the six months ended June 30, 2026.

The increase was also due to a $3.6 million increase in the average balance to $146.8 million for the six months ended June 30, 2026, from $143.2 million for the six months ended June 30, 2025.

Interest Expense.

Interest expense decreased $2.3 million, or 16.5%, from $14.1 million for the six months ended June 30, 2025 to $11.8 million for the six months ended June 30, 2026, due to lower averages balances of certificates of deposits and borrowing and the lower costs of certificates of deposits.

During the six months ended June 30, 2026, the use of hedges increased the interest expense on FHLB advances and brokered deposits by $21,000.

At June 30, 2026, cash flow hedges used to manage interest rate risk had a notional value of $67.5 million, while fair value hedges totaled $30.0 million in notional value.

Interest expense on interest-bearing deposits decreased $1.7 million, or 14.9%, to $9.6 million for the six months ended June 30, 2026 from $11.3 million for the six months ended June 30, 2025.

The decrease was due to a 42 basis point decrease in the average cost of deposits to 3.33% for the six months ended June 30, 2026 from 3.75% for the six months ended June 30, 2025.

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.

The rates on certificates of deposit decreased 52 basis points to 3.61% for the six months ended June 30, 2026 from 4.13% for the six months ended June 30, 2025 and the average balances of certificates of deposit decreased $42.5 million to $440.9 million for the six months ended June 30, 2026 from $483.4 million for the six months ended June 30, 2025.

The average balance of NOW/money market accounts and savings accounts increased $6.4 million and $10.6 million for the six months ended June 30, 2026, respectively, compared to the six months ended June 30, 2025.

Interest expense on FHLB advances decreased $647,000, or 22.7%, from $2.9 million for the six months ended June 30, 2025 to $2.2 million for the six months ended June 30, 2026.

The decrease was primarily due to a decrease in the average balance of $40.5 million to $103.6 million for the six months ended June 30, 2026 from $144.1 million for the six months ended June 30, 2025.

The decrease was offset by an increase in the average cost of borrowings of 31 basis points to 4.30% for the six months ended June 30, 2026 from 3.99% for the six months ended June 30, 2025 due to the new borrowings being shorter durations at higher rates.

Net Interest Income.

Net interest income increased $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.

Net interest income increased $978,000, or 13.4%, to $8.3 million for the six months ended June 30, 2026 from $7.3 million for the six months ended June 30, 2025.

The increase reflected a 34 basis point increase in our net interest rate spread to 1.49% for the six months ended June 30, 2026 from 1.15% for the six months ended June 30, 2025.

Our net interest margin increased 36 basis points to 2.06% for the six months ended June 30, 2026 from 1.70% for the six months ended June 30, 2025.

Provision for Credit Losses.

We recorded a $50,000 provision for credit losses for the 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.

We recorded a $50,000 provision for credit losses for the six months ended June 30, 2026 compared to an $80,000 recovery for credit losses for the six months ended June 30, 2025 due to higher delinquent commercial loan balances, offset by a decrease in loans and the absence of any charge-offs.

Non-Interest Income.

Non-interest income decreased $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 income decreased $239,000, or 19.6%, to $982,000 for the six months ended June 30, 2026 from $1.2 million for the six months ended June 30, 2025 due to a death benefit received related to a former employee last year of $564,000, offset by $300,000 collection on an insurance claim during 2026 related to a previous year fraud loss.

Non-Interest Expense.

For the three months ended March 31, 2026, non-interest expense decreased $80,000, or 2.1%, compared to the comparable March 31, 2025 period.

For the six months ended June 30, 2026, non-interest expense decreased $280,000, or 3.6%, compared to the comparable June 30, 2025 period.

Salaries and employee benefits decreased $103,000, or 2.5%, due to lower headcount.

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The decrease in advertising expense of $31,000, or 25.5%, was due to reduced promotions for branch locations and less promotions on deposit and loan products.

Professional fees increased $44,000, or 21.9%, due to higher legal costs in 2026.

Professional fees decreased $82,000, or 14.3%, due to lower legal costs in 2026 associated with a construction loan foreclosure in 2025.

Occupancy and equipment increased $31,000, or 2.4%, due to higher snow removal costs in 2026.

Income Tax Expense.

Income tax expense increased $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.

Income tax expense increased $391,000 to an expense of $311,000 for the six months ended June 30, 2026 from an $81,000 benefit for the six months ended June 30, 2025.

The increase was due to an increase of $1.4 million in pre-tax income.

Management of Market Risk

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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 March 31, 2026 .

The following table presents the estimated changes in our net portfolio value that would result from changes in market interest rates as of June 30, 2026 .

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

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

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.

As of June 30, 2026 , net interest income simulation results indicated that its exposure over one year to changing interest rates was within our guidelines.

The following table presents the estimated impact of interest rate changes on our estimated net interest income over one year:

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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.

At June 30, 2026 , we had the ability to borrow up to $236.4 million, of which $141.0 million was outstanding and $5.2 million was utilized as collateral for letters of credit issued to secure municipal deposits.

At June 30, 2026 , we had $54.0 million in unsecured lines of credit with four correspondent banks with no outstanding balance.

The board of directors is responsible for establishing and monitoring our liquidity targets and 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 .

We believe that we had ample sources of liquidity to satisfy our short- and long-term liquidity needs as of June 30, 2026 .

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, loan prepayments and loan and security sales are greatly influenced by market interest rates, economic conditions, and competition.

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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 .

At June 30, 2026 , cash and cash equivalents totaled $29.9 million.

Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $140.4 million at June 30, 2026 .

We are committed to maintaining a strong liquidity position.

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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 March 31, 2026 totaled $337.8 million, or 56.2% of total deposits.

Certificates of deposit due within one year of June 30, 2026 totaled $337.8 million, or 56.2% of total deposits.

If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and Federal Home Loan Bank of New York advances.

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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 March 31, 2026 , we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines.

At June 30, 2026 , we exceeded all applicable regulatory capital requirements, and were considered “well capitalized” under regulatory guidelines.

As a result of the Economic Growth, Regulatory 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%.

As of June 30, 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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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.”

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