Bogota Financial Corp. Material Event - Acquisition of GSL Savings Bank

Bogota Financial Corp. (BSBK) is the parent company of Bogota Savings Bank, a community-focused institution that primarily funds residential and commercial real estate loans through local deposits. The company has announced a strategic agreement to acquire GSL Savings Bank.

1. What happened?

Bogota Financial Corp. has signed a formal agreement to acquire GSL Savings Bank. Once the deal closes, GSL will merge into Bogota Savings Bank. This acquisition is a growth play: the combined company expects to reach approximately $1 billion in total assets, up from the $877 million Bogota reported in its most recent filing.

2. When did it happen?

The deal was announced on June 1, 2026. Because the merger requires regulatory approval and a vote from GSL Savings Bank’s depositors, both companies expect to finalize the transaction in the second half of 2026.

3. Why did it happen?

This merger unites two long-standing New Jersey institutions. By acquiring GSL, Bogota expands its physical footprint into the Guttenberg and Fairview markets. To ensure a smooth transition, GSL’s current President and CEO, Frank Giancola, will join Bogota Savings Bank as Executive Vice President and Chief Operating Officer.

4. Why does this matter?

This is a strategic move aimed at scaling the business. Bogota management projects that the combined bank will generate higher total profit and increased earnings per share compared to Bogota’s standalone projections. For shareholders, this is intended to build long-term value by expanding the bank's base of income-generating assets.

5. Who is affected?

• Investors: To fund the acquisition, Bogota Financial Corp. will issue additional shares to its parent company, Bogota Financial, MHC. This is a common method for mutual-holding-company banks to raise the necessary capital for mergers.
• Customers: GSL Savings Bank customers will transition to Bogota Savings Bank. The companies have stated that account transfers will be handled to ensure that current loan and deposit terms remain unchanged.
• Employees: The workforces will be combined, with GSL’s leadership team staying on to help maintain continuity and local customer relationships.

6. What should investors know?

• Market Volatility: You may see some movement in BSBK stock as the market digests the news of the share issuance and the long-term growth projections.
• Patience is Required: Because the deal is expected to close in the second half of 2026, the financial benefits will not be immediate. This should be viewed as a long-term strategic play.
• Regulatory Risk: The deal is subject to regulatory approval. If regulators delay or deny the merger, it could negatively impact the stock price.

Bottom Line for Investors: This acquisition is a clear attempt by Bogota to grow its asset base and expand its reach in New Jersey. While the long-term outlook for earnings per share is positive, investors should keep a close eye on the regulatory approval process and the integration of the two banks over the coming months.

Disclaimer: This summary is for informational purposes only and does not constitute financial advice. Investors should review the full 8-K filing and consult with a qualified financial advisor before making investment decisions.