What the changes say
- Commercial and multi-family real estate loans shifted to $180.9 million, or 27.8% of the loan portfolio, as of December 31, 2025.
- Available-for-sale debt securities portfolio grew to $158.1 million.
- Office building loans remained at $25.1 million (3.5%), while retail industry loans changed to $63.8 million (9.8%).
What changed since the prior 10-K
New
- NewRisks Related to Our Operations
The failure to maintain current technologies, and the costs to update technology, could negatively impact the Corporation's business and financial results
The corporation faces financial risks if it fails to maintain current technologies or incurs high costs to update them.
Dropped
- DroppedRisks Related to Laws and Regulations and Their Enforcement
We are a smaller reporting company and, even if we no longer qualify as an emerging growth company, any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors
- DroppedRisks Related to Ownership of Our Common Stock
We are an emerging growth company and have elected to comply only with the reduced reporting and disclosure requirements applicable to emerging growth companies. As such, our common stock may be less attractive to investors
- DroppedRisks Related to Ownership of Our Common Stock
Even if we no longer qualify as an emerging growth company, as a smaller reporting company, we would still be eligible to use reduced disclosure requirements, which may make our common stock less attractive to investors
Reworded
- 81% rewrittenRisks Related to Laws and Regulations and Their Enforcement
We are a smaller reporting company and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors
Updated to remove emerging growth company references and focus entirely on smaller reporting company status, adding potential for a less active trading market and share price volatility.
Was: We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors
- 42% rewrittenRisks Related to our Lending Activities
Our strategy emphasis on commercial and multi-family real estate loans may expose us to increased lending risks
Commercial and multi-family real estate loan figures updated from $192.2 million (26.9%) as of December 31, 2024 to $180.9 million (27.8%) as of December 31, 2025.
- 37% rewrittenRisks Related to Economic Conditions
Inflation can have an adverse impact on our business and on our customers
Updated inflation commentary to note that high inflation persisted through the first half of 2024, moderating into 2025 while still exceeding the 2.0% target.
- 35% rewrittenRisks Related to Economic Conditions
Interruption of our customers' supply chains could negatively impact their business and operations and impact their ability to repay their loans
Added restrictions in federal subsidies or grants as a potential cause of material interruptions in customer supply chains.
- 32% rewrittenRisks Related to our Lending Activities
Changes in the estimated fair value of debt securities may reduce stockholders ’ equity and net income
Available-for-sale debt securities portfolio figure updated from $140.3 million to $158.1 million as of December 31, 2025.
- 29% rewrittenRisks Related to Economic Conditions
A deterioration in economic conditions could reduce demand for our products and services and/or result in a decrease in our asset quality, which could have an adverse effect on our results of operations
Added tariffs as a potential cause of general economic decline and expanded the list of negatively impacted banking operations.
- 28% rewrittenRisks Related to our Lending Activities
Our concentrations of loans in certain industries could have adverse effects on credit quality
Retail industry loan concentration percentage updated from 8.9% ($63.8 million) to 9.8% ($63.8 million) of total loans as of December 31, 2025.
- 25% rewrittenRisks Related to our Lending Activities
Changes in interest rates may reduce our profits
Retained existing risk factors regarding interest rate sensitivity and fixed-rate residential mortgage focus without substantive changes.
- 25% rewrittenRisks Related to our Lending Activities
Our non-owner occupied commercial real estate loans may expose us to increased credit risk
- 23% rewrittenRisks Related to Our Funding
If our banking deposits that we receive from municipalities were lost within a short period of time, it could negatively impact our liquidity and earnings
All 38 risk factors
Headings as the filing states them, in filing order.
Risks Related to our Lending Activities
- 01The geographic concentration of our loan portfolio makes us vulnerable to a downturn in the local economy
- 02Our strategy emphasis on commercial and multi-family real estate loans may expose us to increased lending risks42% rewritten
- 03Our non-owner occupied commercial real estate loans may expose us to increased credit risk25% rewritten
- 04Our allowance for credit losses may not be sufficient to cover actual credit losses
- 05Our concentrations of loans in certain industries could have adverse effects on credit quality 28% rewritten
- 06We are subject to environmental liability risk associated with lending activities
- 07Changes in interest rates may reduce our profits25% rewritten
- 08Furthermore, increases in interest rates may adversely affect the ability of borrowers to make loan repayments on adjustable-rate loans, as the interest owed on such loans would increase as interest rates increase
- 09Changes in the estimated fair value of debt securities may reduce stockholders ’ equity and net income32% rewritten
Risks Related to Economic Conditions
- 10Inflation can have an adverse impact on our business and on our customers37% rewritten
- 11Changes to trade policies and tariffs can have an adverse impact on our business and our customers
- 12Interruption of our customers' supply chains could negatively impact their business and operations and impact their ability to repay their loans35% rewritten
- 13A deterioration in economic conditions could reduce demand for our products and services and/or result in a decrease in our asset quality, which could have an adverse effect on our results of operations29% rewritten
Risks Related to Our Funding
- 14Our inability to generate core deposits could have an adverse effect on our net interest margin and profitability or may cause us to rely more heavily on wholesale funding strategies for liquidity needs
- 15If our banking deposits that we receive from municipalities were lost within a short period of time, it could negatively impact our liquidity and earnings23% rewritten
Risks Related to Our Business Strategy
- 16Building market share through de novo branching may cause our expenses to increase faster than revenues
- 17Our business strategy contemplates moderate organic growth, and our financial condition and results of operations may be adversely affected if we fail to grow or fail to manage our growth effectively
- 18Acquisitions may disrupt our business and dilute shareholder value
Risks Related to Our Securities Portfolio
- 19Our investments in corporate and municipal debt securities obligations expose us to additional credit risks, which could adversely affect our financial condition and results of operations
- 20Changes in the valuation of our securities portfolio may reduce our profits and our capital levels
Risks Related to Our Operations
- 21We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance
- 22Our success depends on retaining certain key personnel
- 23Systems failures or breaches of our network security could adversely affect our financial condition and results of operation and subject us to increased operating costs as well as litigation and other liabilities
- 24The failure to maintain current technologies, and the costs to update technology, could negatively impact the Corporation's business and financial resultsNew
- 25While our Board of Directors takes an active role in cybersecurity risk tolerance, we rely to a large degree on management and outside consultants in overseeing cybersecurity risk management
- 26Natural disasters, acts of terrorism, global market disruptions and other external events could harm our business
- 27Our risk management framework may not be effective in mitigating risk and reducing the potential for significant losses
Risks Related to Competition
- 28Strong competition within our market area may reduce our profits and slow growth
Risks Related to Laws and Regulations and Their Enforcement
- 29Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations
- 30The fiscal, monetary and regulatory policies of the federal government and its agencies could adversely affect our business, financial condition and results of operations
- 31We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or restrict us from paying dividends or repurchasing shares
- 32Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions
- 33We are a smaller reporting company and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors81% rewritten
- 34Changes in accounting standards could affect reported earnings
Risks Related to Ownership of Our Common Stock
- 35Federal Reserve Board regulations and policy effectively prohibit Bogota Financial, MHC from waiving the receipt of dividends, which will likely preclude us from paying any dividends on our common stock
- 36Our common stock is not heavily traded, and the stock price may fluctuate significantly
- 37Bogota Financial, MHC ’ s majority control of our common stock enables it to exercise voting control over most matters put to a vote of stockholders and will prevent stockholders from forcing a sale or a second-step conversion transaction you may find advantageous
- 38Various factors may make takeover attempts more difficult to achieve
Other Bogota Financial 10-Ks
- FY2024 10-K risk factors40 risks
Real estate loan concentration in New Jersey counties creates high vulnerability to local economic downturns. Heavy reliance on certificates of deposit and wholesale funding impacts net interest margins. Mutual holding company structure by Bogota Financial MHC blocks potential takeovers and stock-driven liquidity.
Filed Mar 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.