Bogota Financial Corp. (“Bogota Financial”) (Nasdaq: BSBK), the holding company for Bogota Savings Bank (“Bogota”), and GSL Savings Bank (“GSL”) today announced the execution of a merger agreement pursuant to which GSL will merge with and into Bogota. The merger is expected to increase Bogota Financial’s consolidated assets from approximately $877.2 million at March 31, 2026 to approximately $1.0 billion.
At the effective time of the merger, Frank Giancola, President and Chief Executive Officer of GSL, will become the Executive Vice President and Chief Operating Officer of Bogota.
Under the terms of the Merger Agreement, depositors of GSL will become depositors of Bogota and will have the same rights and privileges in Bogota Financial, MHC (the “MHC”), as if their accounts had been established in Bogota on the date established at GSL. As part of the transaction, Bogota Financial will issue shares of its common stock to the 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.
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Kevin Pace, President and Chief Executive Officer of Bogota, stated “We are excited to welcome and partner with GSL. We already share a rich history of serving our community for more than 100 years. This allows us to expand our ability to deliver personalized service and enhanced financial solutions while preserving the community-focused banking relationships that define us. We look forward to providing greater opportunities for local businesses and families to grow and thrive.”
“We are very pleased to join Bogota Savings Bank,” said Frank Giancola, President and Chief Executive Officer of GSL. “We believe our customers will benefit from this partnership through increased branch locations and a broader array of products and services while still preserving the personal attention and excellent service that are the hallmarks of a local, community bank.”
The transaction, which has been unanimously approved by the Boards of Directors of each of the Bogota Financial and Bogota, the Board of Trustees of the MHC and the Board of Directors of GSL, is expected to close in the second half of 2026. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals.
On a pro forma basis, the transaction is expected to be accretive to Bogota Financial’s 2026 net income and earnings per share, inclusive of the shares issued to the MHC. The transaction is projected to be accretive to fully converted tangible book value.
Bogota was advised in this transaction by the investment banking firm of Piper Sandler & Co. and represented by the law firm Luse Gorman, PC. GSL was represented by the law firm Silver, Freedman, Taff and Tiernan LLP.
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