{"filing":{"accession_number":"0001193125-26-250015","cik":"0001787414","ticker":"BSBK","company_name":"Bogota Financial Corp.","form":"8-K","filing_date":"2026-06-01","report_date":null,"primary_document":"d151612d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1787414/000119312526250015/d151612d8k.htm"},"events":[{"id":2438,"run_id":2111,"accession_number":"0001193125-26-250015","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Bogota Financial Corp. entered into an Agreement and Plan of Merger whereby GSL Savings Bank will merge into Bogota Savings Bank, with the Bank as the surviving institution. The transaction contemplates closing in the second half of 2026, involves issuance of additional common stock, and includes customary merger representations, warranties, covenants, and a $750,000 termination fee.","company_name":"Bogota Financial Corp.","ticker":"BSBK","filing_date":"2026-06-01","items":[{"id":3122,"accession_number":"0001193125-26-250015","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into an Agreement and Plan of Merger whereby GSL Savings Bank will merge into Bogota Savings Bank, with the Bank as the surviving institution. This is a material acquisition/merger transaction requiring regulatory approval and contemplated to close in the second half of 2026. The transaction involves issuance of additional common stock by the Company to its MHC parent and includes customary merger representations, warranties, covenants, and termination fees ($750,000), all hallmarks of a material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:47.055414+00:00","company_name":"","ticker":null,"filing_date":""},{"id":3124,"accession_number":"0001193125-26-250015","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Bogota Financial Corp. and GSL Savings Bank \"entered into the Merger Agreement\" on June 1, 2026, announced via joint press release. This is a material acquisition/merger event (Item 8.01 disclosure of M\u0026A activity). The forward-looking statements section further confirms the merger context by discussing integration risks, regulatory approvals, and cost synergies—all hallmarks of a material business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:47.055414+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":2439,"run_id":2111,"accession_number":"0001193125-26-250015","anchor_item_number":"5.02","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"summary":"The Company disclosed the employment agreement terms for Mr. Giancola, including a base salary of $250,000, minimum bonus opportunity of 20%, severance provisions, and change-of-control protections contingent on the merger closing.","company_name":"Bogota Financial Corp.","ticker":"BSBK","filing_date":"2026-06-01","items":[{"id":3123,"accession_number":"0001193125-26-250015","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the terms and conditions of an employment agreement for Mr. Giancola, including base salary ($250,000), bonus opportunity (minimum 20%), severance provisions, and change-of-control protections. While this is filed under Item 5.02 and involves an appointment contingent on a merger closing, the substantive focus is on compensatory arrangements—salary, bonus, benefits, and severance terms—rather than the appointment itself. This is a classic exec_compensation disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:47.055414+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":3122,"accession_number":"0001193125-26-250015","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into an Agreement and Plan of Merger whereby GSL Savings Bank will merge into Bogota Savings Bank, with the Bank as the surviving institution. This is a material acquisition/merger transaction requiring regulatory approval and contemplated to close in the second half of 2026. The transaction involves issuance of additional common stock by the Company to its MHC parent and includes customary merger representations, warranties, covenants, and termination fees ($750,000), all hallmarks of a material M\u0026A activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:47.055414+00:00","company_name":"Bogota Financial Corp.","ticker":"BSBK","filing_date":"2026-06-01"},{"id":3123,"accession_number":"0001193125-26-250015","item_number":"5.02","item_title":null,"event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The disclosure centers on the terms and conditions of an employment agreement for Mr. Giancola, including base salary ($250,000), bonus opportunity (minimum 20%), severance provisions, and change-of-control protections. While this is filed under Item 5.02 and involves an appointment contingent on a merger closing, the substantive focus is on compensatory arrangements—salary, bonus, benefits, and severance terms—rather than the appointment itself. This is a classic exec_compensation disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:47.055414+00:00","company_name":"Bogota Financial Corp.","ticker":"BSBK","filing_date":"2026-06-01"},{"id":3124,"accession_number":"0001193125-26-250015","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that Bogota Financial Corp. and GSL Savings Bank \"entered into the Merger Agreement\" on June 1, 2026, announced via joint press release. This is a material acquisition/merger event (Item 8.01 disclosure of M\u0026A activity). The forward-looking statements section further confirms the merger context by discussing integration risks, regulatory approvals, and cost synergies—all hallmarks of a material business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-02T02:38:47.055414+00:00","company_name":"Bogota Financial Corp.","ticker":"BSBK","filing_date":"2026-06-01"}]}