Bogota Financial Corp

During thethree months ended* December 31, 2023,none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule10b5*-1(c) or any “non-Rule10b5-1 trading arrangement,” as that term is used in SEC regulations.

Employment Agreement with Kevin Pace. On* March 27, 2024,Bogota Savings Bank (the “Bank”), the wholly owned subsidiary of the Company, entered into an employment agreement with Kevin Pace, President and Chief Executive Officer of the Bank and the Company. The agreement has an initial term through December 31, 2025.Beginning on January 1, 2025,and each January 1thereafter, the term of the agreement extends automatically forone* additional year so that the term will betwo years from the date of such renewal unless either the Bank or Mr. Pace gives written noticeno later than30 days before the renewal date that the term willnot be renewed. At least30 days prior to each renewal date, disinterested members of the board of directors of the Bank will conduct a comprehensive performance evaluation of Mr. Pace’s performance to determine whether to renew the employment agreement.

Pursuant to the employment agreement, Mr. Pace will receive an annual base salary of*$380,000,* which* maybe increased, butnot* decreased, other than a percentage decrease (not greater than10%) applicable to all members of senior management. In addition to his base salary, the employment agreement provides that Mr. Pace* may*receive a bonus on a discretionary basis, as determined by the Compensation Committee, and/or will be eligible to participate in any bonus plan or arrangement of the Bank in which senior management is eligible to participate. Mr. Pace is also entitled to participate in all employee benefit plans, arrangements and perquisites offered to the senior management of the Bank as well as reimbursement of reasonable travel and other business expenses incurred in the performance of his duties with the Bank, including memberships in organizations as Mr. Pace and the board of directors of the Bank mutually agree are necessary and appropriate. In addition, the Bank shall provide Mr. Pace with a company-owned or leased automobile (or a reasonable car allowance) and shall pay or reimburse Mr. Pace for the reasonable maintenance, insurance, gas, tolls and other charges related to the business of the automobile in accordance with the Bank’s automobile policy.

The Bank* mayterminate Mr. Pace’s employment with or without “cause” (as defined in the employment agreement) at any time, and Mr. Pace mayresign at any time with or without “good reason” (as defined in the employment agreement). In the event of Mr. Pace’s termination by the Bank without cause (other than due to death or disability) or Mr. Pace’s voluntary resignation for “good reason” (in either case a “qualifying termination event”), the Bank would pay Mr. Pace a cash severance payment equal to24* months of his base salary, payable in equal bi-weekly installments for24 months, commencing within60 days following his date of termination. In addition, provided that Mr. Pace timely elects continue coverage under the Consolidated Omnibus Budget Reconciliation Act of1985, as amended (“COBRA”), Mr. Pace would receive18 consecutive monthly cash payments equal to his monthly COBRA premium in effect as of the date of termination for the level of coverage in effect for Mr. Pace under the Bank’s group health plan. The payments and benefits described above are subject to Mr. Pace executing, andnot revoking, a release of claims against the Bank.

If a qualifying termination event occurs on or after a change in control of the Bank or the Company, Mr. Pace would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal totwo times the sum of his (1) annual base salary in effect as of the date of his termination or immediately prior to the change in control, whichever is higher; and (2) the average annual cash bonus earned for thetwo most recently completed performance periods prior to the change in control. Such payment is payable in bi-weekly installments for a period oftwo years, commencing within30 days following Mr. Pace’s date of termination. In addition, Mr. Pace would receive18 consecutive monthly cash payments equal to his monthly COBRA premium in effect as of the date of termination for the level of coverage in effect for Mr. Pace under the Bank’s (or successor’s) group health plan immediately before his termination.

If Mr. Pace’s employment is terminated due to his voluntary resignation without good reason, termination for cause, death or disability, the employment agreement will immediately terminate, and the Bank would haveno obligation to pay any additional severance benefits to Mr. Pace under the employment agreement.

Upon termination of employment (other than a termination in connection with a change in control), Mr. Pace will be required to adhere toone-year non-competition and non-solicitation restrictions set forth in his employment agreement.

The non-competition and non-solicitation covenants apply following a change in control for a period mutually to be agreed to by the parties, which will beno less thansix months nor exceedtwo years. In the event payments and benefits provided to Mr. Pace become subject to Sections280G and4999 of the Internal Revenue Code of1986, as amended (the “Code”), the Bank shall obtain an independent appraisal of the value of the non-competition and non-solicitation covenants, and the aggregate value of the parachute payment (as defined in Code Section280G) will be reduced by the appraised value of the covenants.

The foregoing description of the employment agreement doesnot purport to be complete and is qualified in its entirety by reference to the agreement attached hereto as Exhibits10.2 of this Annual Report on Form10-K and is incorporated by reference into this Item9B.