Bogota Financial Names New Director, Enters Material Agreement

Bogota Financial Corp. (BSBK) reported the election of a new director and entry into a material definitive agreement in an 8-K filed with the SEC on June 1, 2026.

The filing discloses actions under Item 1.01 for entry into a material definitive agreement, Item 5.02 covering the election of a director, Item 8.01 for other events, and Item 9.01 for exhibits. Bogota Financial is a bank holding company whose principal subsidiary is Bogota Savings Bank, which operates branches in New Jersey.

The Item 5.02 disclosure identifies the named individual elected to the board, the effective date of the election, and any committee assignments. The prior board composition changes with the addition, effective immediately upon election on or before the filing date of June 1, 2026.

The company must update its governance disclosures in subsequent SEC filings to reflect the new director's compensation arrangements, independence status, and any related-party transactions.

The Item 1.01 material definitive agreement names the counterparty and contract type. The agreement alters the company's contractual position from its prior state by adding new rights or obligations whose specific dollar size is stated in the exhibit.

The agreement takes effect on the execution date detailed in the filing. Exhibits attached to the 8-K will be incorporated by reference in future registration statements or proxy materials.

Downstream, the new director assumes fiduciary duties and must comply with Section 16 reporting for any share transactions within two business days. The material agreement may require the company to seek shareholder approval if it meets NYSE American thresholds for related-party transactions or triggers a separate Form 8-K amendment within four business days if material terms are modified.

The company must also evaluate whether the agreement constitutes a significant acquisition or disposition requiring pro forma financial information in a future Form 8-K or 10-Q.

This marks the latest governance update for Bogota Financial since its emergence as a public company. The filing follows standard practice for NASDAQ-listed banks to report board changes and material contracts within four business days under SEC rules.