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What changed in BCB BANCORP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BCB BANCORP INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+271 added−254 removedSource: 10-K (2026-03-09) vs 10-K (2025-03-07)

Top changes in BCB BANCORP INC's 2025 10-K

271 paragraphs added · 254 removed · 214 edited across 4 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−1 removed10 unchanged
Biggest changeThis includes conducting periodic risk assessments of vendors, requiring vendors to implement appropriate cybersecurity controls and monitoring vendor compliance with our cybersecurity requirements. The Bank’s information security program and strategy are designed to ensure the Bank's information and information systems are resilient and appropriately protected from a variety of threats, both natural and man-made.
Biggest changeThe Bank’s Third-Party / Vendor Risk Management program is designed to ensure that our vendors meet our cybersecurity requirements. This includes conducting periodic risk assessments of vendors, requiring vendors to implement appropriate cybersecurity controls and monitoring vendor compliance with our cybersecurity requirements.
Due to the evolving nature of cybersecurity threats, we actively engage with external experts to enhance our security expertise. These subject matter experts provide independent evaluations and testing of our cybersecurity risk management framework. Our collaboration with these entities includes regular audits, threat assessments, and consultations on security enhancements to reinforce our security posture. 22 Table of Contents
Due to the evolving nature of cybersecurity threats, we actively engage with external experts to enhance our security expertise. These subject matter experts provide independent evaluations and testing of our cybersecurity risk management framework. Our collaboration with these entities includes regular audits, threat assessments, and consultations on security enhancements to reinforce our security posture. 23 Table of Contents
Key components of the information security program include: • A risk assessment process that identifies and prioritizes material cybersecurity risks; defines and evaluates the effectiveness of controls to mitigate the risks; and reports results to executive management and the Board of Directors. • Annual security assessments that proactively identify potential vulnerabilities that are both externally facing and internal within the bank’s infrastructure; reports the results for all assessments to executive management and the Board of Directors with tracking and resolution to potential areas of risk. • Vulnerability management program that patches known vulnerabilities across operating systems and software platforms. • Strong controls around user access including creation, changes and termination of access, ongoing user access reviews, multifactor authentication and password policies. • A technology team covering all critical cyber defense functions such as engineering, data protection, identity and access management, insider risk management, security operations, threat emulation and threat intelligence. • A training program that educates employees about cybersecurity risks and how to protect themselves from cyberattacks. • An awareness program that keeps employees informed about cybersecurity threats and how to stay safe online. • An incident response plan that outlines the steps the Bank will take to respond to a cybersecurity incident, which is tested on a periodic basis. • Adoption and implementation of a layered defense / defense in depth model n which security systems are linked or stacked so that the strengths of one security system compensate the weaknesses of the other system. • Additional controls that include but not limited to data encryption; change management; end of life management; asset management; malware and antivirus detection, response and mitigation; physical security; business continuity and disaster recovery management. 21 Table of Contents The Bank engages reputable third-party assessors to conduct various independent audits on a regular basis, including but not limited to maturity assessments and various testing.
Key components of the information security program include: • A risk assessment process that identifies and prioritizes material cybersecurity risks; defines and evaluates the effectiveness of controls to mitigate the risks; and reports results to executive management and the Board of Directors. • Annual security assessments that proactively identify potential vulnerabilities that are both externally facing and internal within the bank’s infrastructure; reports the results for all assessments to executive management and the Board of Directors with tracking and resolution to potential areas of risk. • Vulnerability management program that patches known vulnerabilities across operating systems and software platforms. • Strong controls around user access including creation, changes and termination of access, ongoing user access reviews, multifactor authentication and password policies. • A technology team covering all critical cyber defense functions such as engineering, data protection, identity and access management, insider risk management, security operations, threat emulation and threat intelligence. • A training program that educates employees about cybersecurity risks and how to protect themselves from cyberattacks. • An awareness program that keeps employees informed about cybersecurity threats and how to stay safe online. • An incident response plan that outlines the steps the Bank will take to respond to a cybersecurity incident, which is tested on a periodic basis. • Adoption and implementation of a layered defense / defense in depth model in which security systems are linked or stacked so that the strengths of one security system compensate the weaknesses of the other system. • Additional controls that include but not limited to data encryption; change management; end of life management; asset management; malware and antivirus detection, response and mitigation; physical security; business continuity and disaster recovery management.
Periodic audits and risk assessments are performed to validate control requirements and ensure that the Bank’s information is protected at a level commensurate with its sensitivity, value, and criticality.
The Bank’s information security program and strategy are designed to ensure the Bank's information and information systems are resilient and appropriately protected from a variety of threats, both natural and man-made. Periodic audits and risk assessments are performed to validate control requirements and ensure that the Bank’s information is protected at a level commensurate with its sensitivity, value, and criticality.
Material Effects of Cybersecurity Threats While cybersecurity risks have the potential to materially affect the Bank's business, financial condition, and results of operations, the Bank does not believe that risks from cybersecurity threats or attacks, including as a result of any previous cybersecurity incidents, have materially affected the Bank, including its business strategy, results of operations or financial condition.
The Bank's information security program and strategy are regularly reviewed and updated to ensure that they are aligned with the Bank's business objectives and are designed to address evolving cybersecurity threats and satisfy regulatory requirements and industry standards. ‎ 22 Table of Contents Material Effects of Cybersecurity Threats While cybersecurity risks have the potential to materially affect the Bank's business, financial condition, and results of operations, the Bank does not believe that risks from cybersecurity threats or attacks, including as a result of any previous cybersecurity incidents, have materially affected the Bank, including its business strategy, results of operations or financial condition.
Following a defense-in-depth strategy, the Bank leverages both in-house resources and third-party service providers to implement and maintain processes and controls to manage the identified risks. The Bank’s Third-Party / Vendor Risk Management program is designed to ensure that our vendors meet our cybersecurity requirements.
The Bank engages reputable third-party assessors to conduct various independent audits on a regular basis, including but not limited to maturity assessments and various testing. Following a defense-in-depth strategy, the Bank leverages both in-house resources and third-party service providers to implement and maintain processes and controls to manage the identified risks.
Removed
The Bank's information security program and strategy are regularly reviewed and updated to ensure that they are aligned with the Bank's business objectives and are designed to address evolving cybersecurity threats and satisfy regulatory requirements and industry standards.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Year Office Opened Net Book Value (In Thousands) Executive Office 104-110 Avenue C, Bayonne, New Jersey 2003 $ 2,106 Administrative and Other Offices 591-597 Avenue C, Bayonne, New Jersey 2010 72 (1) 27 West 18th Street, Bayonne, New Jersey 2014 192 (1) Branch Offices 860 Broadway, Bayonne, New Jersey 2000 418 (1) 510 Broadway, Bayonne, New Jersey 2003 23 (1) 401 Washington Street, Hoboken, New Jersey 2010 106 (1) 473 Spotswood Englishtown Rd., Monroe Township, New Jersey 2010 85 (1) 611 Avenue C, Bayonne, New Jersey 2010 37 (1) 181 Avenue A, Bayonne, New Jersey 2010 1,912 211 Washington St., Jersey City, New Jersey 2010 - (1) 200 Valley Street, South Orange, New Jersey 2011 887 378 Amboy Road, Woodbridge, New Jersey 2019 3 (1) 165 Passaic Avenue, Fairfield, New Jersey 2014 - (1) 354 New Dorp Lane, Staten Island, New York 2015 2 (1) 190 Park Avenue, Rutherford, New Jersey 2015 17 (1) 1500 Forest Avenue, Staten Island, New York 2016 508 (1) 626 Laurel Avenue, Holmdel, New Jersey 2016 11 (1) 734 Ridge Road, Lyndhurst, New Jersey 2016 38 (1) 2000 Morris Avenue, Union, New Jersey 2016 7 (1) 156 Maplewood Avenue, Maplewood, New Jersey 2018 327 (1) 1630 Oak Tree Road, Edison, New Jersey 2018 10 (1) 1452 Route 46 West, Parsippany, New Jersey 2018 20 (1) 781 Newark Avenue, Jersey City, New Jersey 2018 3,111 70 Broadway, Hicksville, New York 2018 - (1) 10 Schalks Crossing Road, Plainsboro, New Jersey 2018 8 (1) 876 Kinderkamack Road, River Edge, New Jersey 2019 81 (1) 1100 Washington Street, Hoboken, New Jersey 2019 155 (1) 269 Ferry Street, Newark, New Jersey 2020 266 (1) 240 Page Avenue, Staten Island, New York 2023 257 (1) Net book value of properties 10,659 Net book value of furnishings and equipment 1,910 (2) Total premises and equipment $ 12,569 (1) Leased property (2) Includes off-site ATMs 23 Table of Contents
Biggest changeLocation Year Office Opened Net Book Value (In Thousands) Executive Office 104-110 Avenue C, Bayonne, New Jersey 2003 $ 2,046 Administrative and Other Offices 591-597 Avenue C, Bayonne, New Jersey 2010 109 (1) 27 West 18th Street, Bayonne, New Jersey 2014 187 (1) Branch Offices 860 Broadway, Bayonne, New Jersey 2000 351 (1) 508 Broadway, Bayonne, New Jersey 2003 23 (1) 401 Washington Street, Hoboken, New Jersey 2010 78 (1) 473 Spotswood Englishtown Rd., Monroe Township, New Jersey 2010 60 (1) 611 Avenue C, Bayonne, New Jersey 2010 101 (1) 181 Avenue A, Bayonne, New Jersey 2010 1,833 211 Washington St., Jersey City, New Jersey 2010 - (1) 200 Valley Street, South Orange, New Jersey 2011 855 378 Amboy Road, Woodbridge, New Jersey 2019 3 (1) 165 Passaic Avenue, Fairfield, New Jersey 2014 - (1) 354 New Dorp Lane, Staten Island, New York 2015 1 (1) 190 Park Avenue, Rutherford, New Jersey 2015 14 (1) 1500 Forest Avenue, Staten Island, New York 2016 392 (1) 626 Laurel Avenue, Holmdel, New Jersey 2016 - (1) 734 Ridge Road, Lyndhurst, New Jersey 2016 17 (1) 2000 Morris Avenue, Union, New Jersey 2016 6 (1) 156 Maplewood Avenue, Maplewood, New Jersey 2018 308 (1) 1630 Oak Tree Road, Edison, New Jersey 2018 26 (1) 1452 Route 46 West, Parsippany, New Jersey 2018 1 (1) 781 Newark Avenue, Jersey City, New Jersey 2018 3,055 70 Broadway, Hicksville, New York 2018 - (1) 10 Schalks Crossing Road, Plainsboro, New Jersey 2018 6 (1) 876 Kinderkamack Road, River Edge, New Jersey 2019 123 (1) 1100 Washington Street, Hoboken, New Jersey 2019 119 (1) 269 Ferry Street, Newark, New Jersey 2020 215 (1) 240 Page Avenue, Staten Island, New York 2023 203 (1) Net book value of properties 10,132 Net book value of furnishings and equipment 1,924 (2) Total premises and equipment $ 12,056 (1) Leased property (2) Includes off-site ATMs 24 Table of Contents
The following table sets forth information relating to each of the Bank’s offices at December 31, 2024. The total net book value of the Bank’s premises and equipment at December 31, 2024 was $12.6 million.
The following table sets forth information relating to each of the Bank’s offices at December 31, 2025. The total net book value of the Bank’s premises and equipment at December 31, 2025 was $12.1 million.
ITEM 2. PROPERTIES At December 31, 2024, the Bank conducted its business through an executive office, two administrative offices, and 27 branch offices. 13 offices have drive-up facilities. The Bank has 36 automatic teller machines at its branch facilities and three other off-site locations.
ITEM 2. PROPERTIES At December 31, 2025, the Bank conducted its business through an executive office, two administrative offices, and 27 branch offices. 13 offices have drive-up facilities. The Bank has 34 automatic teller machines at its branch facilities and four other off-site locations.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged
Biggest changeAs of December 31, 2024, we were not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our financial condition or results of operations. ITEM 4. MI NE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeAs of December 31, 2025, we were not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our financial condition or results of operations. ITEM 4. MI NE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

204 edited+57 added−39 removed225 unchanged
Biggest changeResidential, home equity, and consumer loans are rated pass at origination with subsequent adjustments based on delinquency status. ‎ 54 Table of Contents Note 5 - Loans Receivable and Allowance for Credit losses (continued) The following table presents the loan portfolio types summarized by the aggregate pass rating and the classified ratings of special mention, substandard, doubtful, and loss within the Company’s internal risk rating system as of December 31, 2024, and 2023 (In Thousands): Loans by Year of Origination at December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans to Term Loans Total Residential one-to-four family Pass $ 12,059 $ 16,586 $ 47,544 $ 37,639 $ 28,550 $ 92,376 $ - $ - $ 234,754 Special Mention - - 3,555 - - 174 - - 3,729 Substandard - - 301 173 - 913 - - 1,387 Total one-to-four family $ 12,059 $ 16,586 $ 51,400 $ 37,812 $ 28,550 $ 93,463 $ - $ - $ 239,870 Commercial and multi-family Pass $ 9,105 $ 202,931 $ 631,493 $ 157,054 $ 166,242 $ 709,239 $ 2,610 $ - $ 1,878,674 Special Mention - 9,761 132,712 37,600 9,232 47,756 140 - 237,201 Substandard - 10,115 33,958 13,070 11,782 61,877 - - 130,802 Total Commercial and multi-family $ 9,105 $ 222,807 $ 798,163 $ 207,724 $ 187,256 $ 818,872 $ 2,750 $ - $ 2,246,677 Construction Pass $ 4 $ 34,906 $ 37,625 $ - $ - $ - $ 5,824 $ - $ 78,359 Special Mention - 1,521 3,792 47,174 3,745 - - - 56,232 Substandard - 257 - - 586 - - - 843 Total Construction $ 4 $ 36,684 $ 41,417 $ 47,174 $ 4,331 $ - $ 5,824 $ - $ 135,434 Commercial business Pass $ - $ 2,477 $ 266 $ 475 $ 3,711 $ 28,902 $ 163,444 $ 663 $ 199,938 Special Mention - 8,874 - 1,878 194 4,835 20,298 409 36,488 Substandard - - - - - 5,884 7,542 - 13,426 Total Commercial business $ - $ 11,351 $ 266 $ 2,353 $ 3,905 $ 39,621 $ 191,284 $ 1,072 $ 249,852 Business express Pass $ - $ - $ - $ - $ - $ - $ 23,739 $ 59,189 $ 82,928 Special Mention - - - - - - 1,506 2,894 4,400 Substandard - - - - - - 3,082 2,537 5,619 Total Business express $ - $ - $ - $ - $ - $ - $ 28,327 $ 64,620 $ 92,947 Home equity Pass $ 300 $ 3,767 $ 1,369 $ 501 $ 549 $ 5,754 $ 51,829 $ 2,186 $ 66,255 Special Mention - - - - - 18 - - 18 Substandard - - 53 - 81 - - 362 496 Total Home equity $ 300 $ 3,767 $ 1,422 $ 501 $ 630 $ 5,772 $ 51,829 $ 2,548 $ 66,769 Consumer Pass $ 623 $ 1,117 $ 389 $ 5 $ 95 $ - $ 6 $ - $ 2,235 Special Mention - - - - - - - - - Substandard - - - - - - - - - Total Consumer $ 623 $ 1,117 $ 389 $ 5 $ 95 $ - $ 6 $ - $ 2,235 Total Loans $ 22,091 $ 292,312 $ 893,057 $ 295,569 $ 224,767 $ 957,728 $ 280,020 $ 68,240 $ 3,033,784 Gross charge-offs $ 446 $ 20 $ - $ 174 $ - $ 1,133 $ 8,381 $ 681 $ 10,835 ‎ 55 Table of Contents Note 5 - Loans Receivable and Allowance for Credit losses (continued) Loans by Year of Origination at December 31, 2023 2023 2022 2021 2020 2019 Prior Revolving Loans Revolving Loans to Term Loans Total Residential one-to-four family Pass $ 17,080 $ 53,623 $ 38,178 $ 31,420 $ 12,067 $ 93,764 $ - $ - $ 246,132 Special Mention - 492 91 - - - - - 583 Substandard - - 1,310 - - 270 - - 1,580 Total one-to-four family $ 17,080 $ 54,115 $ 39,579 $ 31,420 $ 12,067 $ 94,034 $ - $ - $ 248,295 Commercial and multi-family Pass $ 222,435 $ 778,076 $ 224,823 $ 214,768 $ 50,755 $ 824,375 $ 1,922 $ - $ 2,317,154 Special Mention 9,908 34,375 - - 529 4,453 140 - 49,405 Substandard - 14,931 4,023 3,575 - 45,027 - - 67,556 Total Commercial and multi-family $ 232,343 $ 827,382 $ 228,846 $ 218,343 $ 51,284 $ 873,855 $ 2,062 $ - $ 2,434,115 Construction Pass $ 21,730 $ 74,180 $ 59,564 $ 21,462 $ - $ 5,878 $ 5,710 $ - $ 188,524 Special Mention - - - - - - - - - Substandard - 1,394 - 586 - 2,312 - - 4,292 Total Construction $ 21,730 $ 75,574 $ 59,564 $ 22,048 $ - $ 8,190 $ 5,710 $ - $ 192,816 Commercial business Pass $ 3,179 $ 297 $ 2,967 $ 4,234 $ 7,080 $ 33,675 $ 201,008 $ 150 $ 252,590 Special Mention - - - - 317 830 4,410 - 5,557 Substandard - - - - - 4,703 6,424 - 11,127 Total Commercial business $ 3,179 $ 297 $ 2,967 $ 4,234 $ 7,397 $ 39,208 $ 211,842 $ 150 $ 269,274 Business express Pass $ - $ - $ - $ - $ - $ - $ 101,531 $ - $ 101,531 Special Mention - - - - - - 600 - 600 Substandard - - - - - - 797 - 797 Total Business express $ - $ - $ - $ - $ - $ - $ 102,928 $ - $ 102,928 Home equity Pass $ 5,022 $ 1,487 $ 553 $ 769 $ 1,280 $ 6,181 $ 50,111 $ 553 $ 65,956 Special Mention - - - - - - - - - Substandard - 46 - - - - 117 212 375 Total Home equity $ 5,022 $ 1,533 $ 553 $ 769 $ 1,280 $ 6,181 $ 50,228 $ 765 $ 66,331 Consumer Pass $ 1,497 $ 471 $ 1,521 $ 109 $ 39 $ - $ 6 $ - $ 3,643 Special Mention - - - - - - - - - Substandard - - - - - - - - - Total Consumer $ 1,497 $ 471 $ 1,521 $ 109 $ 39 $ - $ 6 $ - $ 3,643 Total Loans $ 280,851 $ 959,372 $ 333,030 $ 276,923 $ 72,067 $ 1,021,468 $ 372,776 $ 915 $ 3,317,402 Gross charge-offs $ - $ - $ - $ - $ - $ - $ 805 $ - $ 805 ‎ 56 Table of Contents Note 6 - Premises and Equipment Premises and equipment as of December 31, 2024, 2023 and 2022 consists of the following: December 31, 2024 2023 2022 (In Thousands) Land $ 1,646 $ 1,646 $ 1,447 Buildings and improvements 10,048 10,023 6,514 Leasehold improvements 12,160 12,009 12,750 Furniture, fixtures and equipment 8,364 8,928 9,111 32,218 32,606 29,822 Accumulated depreciation and amortization ( 19,649 ) ( 19,549 ) ( 19,314 ) $ 12,569 $ 13,057 $ 10,508 Depreciation and amortization expense for the years ended December 31, 2024, 2023, and 2022 was $ 1.7 million, $ 2.0 million, and $ 2.2 million, respectively.
Biggest change(4) Includes Home equity lines of credit. ‎ 59 Table of Contents Note 5 - Loans Receivable and Allowance for Credit Losses (continued) Loans by Year of Origination at December 31, 2024 2024 2023 2022 2021 2020 Prior Revolving Loans Revolving Loans to Term Loans Total Residential one-to-four family Pass $ 12,059 $ 16,586 $ 47,544 $ 37,639 $ 28,550 $ 92,376 $ - $ - $ 234,754 Special Mention - - 3,555 - - 174 - - 3,729 Substandard - - 301 173 - 913 - - 1,387 Total one-to-four family $ 12,059 $ 16,586 $ 51,400 $ 37,812 $ 28,550 $ 93,463 $ - $ - $ 239,870 Commercial and multi-family (1) Pass $ 9,105 $ 183,547 $ 604,868 $ 154,968 $ 158,029 $ 709,239 $ 2,610 $ - $ 1,822,366 Special Mention - - 108,076 37,600 9,232 47,756 140 - 202,804 Substandard - 10,115 33,958 13,027 11,782 61,877 - - 130,759 Total Commercial and multi-family $ 9,105 $ 193,662 $ 746,902 $ 205,595 $ 179,043 $ 818,872 $ 2,750 $ - $ 2,155,929 Cannabis related (2) Pass $ - $ 19,384 $ 26,626 $ 2,129 $ 8,213 $ - $ 6,863 $ - $ 63,215 Special Mention - 9,761 24,636 4,844 - - 750 - 39,991 Substandard - - - - - - - - - Total Cannabis related $ - $ 29,145 $ 51,262 $ 6,973 $ 8,213 $ - $ 7,613 $ - $ 103,206 Construction (1) Pass $ 4 $ 34,906 $ 37,624 $ - $ - $ - $ 5,824 $ - $ 78,358 Special Mention - 1,521 3,792 42,330 3,745 - - - 51,388 Substandard - 257 - - 586 - - - 843 Total Construction $ 4 $ 36,684 $ 41,416 $ 42,330 $ 4,331 $ - $ 5,824 $ - $ 130,589 Commercial business (1) (3) Pass $ - $ 2,477 $ 266 $ 475 $ 3,711 $ 28,902 $ 156,581 $ 663 $ 193,075 Special Mention - 8,874 - 1,878 194 4,835 19,548 409 35,738 Substandard - - - - - 5,884 7,542 - 13,426 Total Commercial business $ - $ 11,351 $ 266 $ 2,353 $ 3,905 $ 39,621 $ 183,671 $ 1,072 $ 242,239 Business express Pass $ - $ - $ - $ - $ - $ - $ 23,739 $ 59,189 $ 82,928 Special Mention - - - - - - 1,506 2,894 4,400 Substandard - - - - - - 3,082 2,537 5,619 Total Business express $ - $ - $ - $ - $ - $ - $ 28,327 $ 64,620 $ 92,947 Home equity (4) Pass $ 300 $ 3,767 $ 1,369 $ 501 $ 549 $ 5,754 $ 51,829 $ 2,186 $ 66,255 Special Mention - - - - - 18 - - 18 Substandard - - 53 - 81 - - 362 496 Total Home equity $ 300 $ 3,767 $ 1,422 $ 501 $ 630 $ 5,772 $ 51,829 $ 2,548 $ 66,769 Consumer Pass $ 623 $ 1,117 $ 389 $ 5 $ 95 $ - $ 6 $ - $ 2,235 Special Mention - - - - - - - - - Substandard - - - - - - - - - Total Consumer $ 623 $ 1,117 $ 389 $ 5 $ 95 $ - $ 6 $ - $ 2,235 Total Loans $ 22,091 $ 292,312 $ 893,057 $ 295,569 $ 224,767 $ 957,728 $ 280,020 $ 68,240 $ 3,033,784 Gross charge-offs $ 446 $ 20 $ - $ 174 $ - $ 1,133 $ 8,381 $ 681 $ 10,835 (1) Excludes Cannabis related loans.
If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available-for-sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.
If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available-for-sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors.
In making this assessment, the Company considers the extent to which fair value is less than amortized cost and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.
In making this assessment, the Company considers the extent to which fair value is less than amortized cost and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security.
If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost.
If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost.
Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies.
Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies.
(b) Exhibits 3.1 Restated Certificate of Incorporation of BCB Bancorp, Inc. 3.2 Bylaws of BCB Bancorp, Inc.
(b) Exhibits 3.1 Restated Certificate of Incorporation of BCB Bancorp, Inc. (1) 3.2 Bylaws of BCB Bancorp, Inc.
(8) Incorporated by reference to Appendix A to the proxy statement for the Company’s Annual Meeting of Stockholders by the Company with the Securities and Exchange Commission on March 26, 2018. (9) Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on January 3, 2022.
(9) Incorporated by reference to Appendix A to the proxy statement for the Company’s Annual Meeting of Stockholders by the Company with the Securities and Exchange Commission on March 26, 2018. (10) Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on January 3, 2022.
(10) Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2022. (11) Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2022.
(11) Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2022. (12) Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2022.
(1) 4.1 Specimen Stock Certificate (2) 4.2 Description of Common Stock (3) 4.3 Indenture, dated August 28, 2024, between BCB Bancorp, Inc. and UMB Bank, National Association, as trustee (4) 4.4 Form of 9.25% Fixed-to-Floating Rate Subordinated Note due 2034 (Included in Exhibit 4.3) 10.1 BCB Community Bank Executive and Director Deferred Compensation Plan (5) 10.2 Employment Agreement with Michael A.
(2) 4.1 Specimen Stock Certificate (3) 4.2 Description of Common Stock (4) 4.3 Indenture, dated August 28, 2024, between BCB Bancorp, Inc. and UMB Bank, National Association, as trustee (5) 4.4 Form of 9.25% Fixed-to-Floating Rate Subordinated Note due 2034 (Included in Exhibit 4.3) 10.1 BCB Community Bank Executive and Director Deferred Compensation Plan (6) 10.2 Employment Agreement with Michael A.
The loans that have been classified substandard were classified as such primarily due to payment status, because updated financial information has not been timely provided, or the collateral underlying the loan is in the process of being revalued. The Company’s internal credit risk grades are based on the definitions currently utilized by the banking regulatory agencies.
The loans that have been classified substandard were classified as such primarily due to payment status, updated financial information has not been timely provided, or the collateral underlying the loan is in the process of being revalued. The Company’s internal credit risk grades are based on the definitions currently utilized by the banking regulatory agencies.
This was renewed in April 2024 for 10 years . On August 3, 2018, the Bank entered into a ten -year lease of property in River Edge, New Jersey with 876 Kinderkamack, LLC, which is owned by a majority of the Directors of the Bank and the Company.
This was renewed in April 2024 for 10 years . On August 3, 2018, the Bank entered into a ten -year lease of property in River Edge, New Jersey with 876 Kinderkamack, LLC, which is owned by Directors of the Bank and the Company.
For the years ended December 31, 2024 and 2023, the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options. No adjustments to net income were necessary in calculating basic and diluted net income per share.
For the years ended December 31, 2025, 2024, and 2023 the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options. No adjustments to net income were necessary in calculating basic and diluted net income per share.
The allowance for credit losses is reported separately as a contra-asset on the consolidated statements of financial condition. The expected credit loss for unfunded lending commitments and unfunded loan commitments is reported on the consolidated statements of financial condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in other non-interest expense.
The allowance for credit losses on loans is reported separately as a contra-asset on the consolidated statements of financial condition. The expected credit loss for unfunded lending commitments and unfunded loan commitments is reported on the consolidated statements of financial condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in other non-interest expense.
The Bank’s lending activity is primarily concentrated in loans collateralized by real estate in the State of New Jersey and the New York metropolitan area as a result, credit risk related to loans is broadly dependent on the real estate market and general economic conditions in the area. ‎ 42 Table of Contents Note 2 - Summary of Significant Accounting Policies (continued ) Allowance for Credit losses The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date.
The Bank’s lending activity is primarily concentrated in loans collateralized by real estate in the State of New Jersey and the New York metropolitan area as a result, credit risk related to loans is broadly dependent on the real estate market and general economic conditions in the area. ‎ 43 Table of Contents Note 2 - Summary of Significant Accounting Policies (continued ) Allowance for Credit losses The allowance for credit losses represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date.
Shriner (6) 10.3 BCB Bancorp, Inc. 2011 Stock Option Plan (7) 10.4 BCB Bancorp, Inc. 2018 Equity Incentive Plan (8) 10.5 Defined Benefit Supplemental Executive Retirement Plan (9) 10.6 Employment Agreement with Ryan Blake (10) 10.7 Employment Agreement with Sandra L.
Shriner (7) 10.3 BCB Bancorp, Inc. 2011 Stock Option Plan (8) 10.4 BCB Bancorp, Inc. 2018 Equity Incentive Plan (9) 10.5 Defined Benefit Supplemental Executive Retirement Plan (10) 10.6 Employment Agreement with Ryan Blake (11) 10.7 Employment Agreement with Sandra L.
The Bank is a New Jersey based commercial bank which, as of December 31, 2024, operated at 27 locations in Bayonne, Edison, Fairfield, Hoboken, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, South Orange, River Edge, Rutherford, Union, and Woodbridge New Jersey, as well as Staten Island and Hicksville, New York and is subject to regulation, supervision, and examination by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation.
The Bank is a New Jersey based commercial bank which, as of December 31, 2025, operated at 27 locations in Bayonne, Edison, Fairfield, Hoboken, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, South Orange, River Edge, Rutherford, Union, and Woodbridge New Jersey, as well as Staten Island and Hicksville, New York and is subject to regulation, supervision, and examination by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation.
Cash and Cash Equivalents Cash and cash equivalents include cash and amounts due from depository institutions and interest-earning deposits in other banks having original maturities of three months or less. ‎ 41 Table of Contents Note 2 - Summary of Significant Accounting Policies (continued ) Debt Securities Investments in debt securities that the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost.
Cash and Cash Equivalents Cash and cash equivalents include cash and amounts due from depository institutions and interest-earning deposits in other banks having original maturities of three months or less. ‎ 42 Table of Contents Note 2 - Summary of Significant Accounting Policies (continued ) Debt Securities Investments in debt securities that the Bank has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost.
Buildings 40 Building improvements 7 - 40 Furniture, fixtures and equipment 5 - 7 Leasehold improvements Shorter of useful life or term of lease 43 Table of Contents Note 2 - Summary of Significant Accounting Policies (continued ) Federal Home Loan Bank of New York Stock Federal law requires a member institution of the FHLB system to purchase and hold restricted stock of its district FHLB according to a predetermined formula.
Buildings 40 Building improvements 7 - 40 Furniture, fixtures and equipment 5 - 7 Leasehold improvements Shorter of useful life or term of lease 44 Table of Contents Note 2 - Summary of Significant Accounting Policies (continued ) Federal Home Loan Bank of New York Stock Federal law requires a member institution of the FHLB system to purchase and hold restricted stock of its district FHLB according to a predetermined formula.
There are no conditions or events occurring since that notification that management believes have changed the Company’s or the Bank’s category. ‎ 60 Table of Contents Note 12- Benefits Plans Pension Plan The Company acquired, through the merger with Pamrapo Bancorp, Inc. a non-contributory defined benefit pension plan (“Pension Plan”) covering all eligible employees of Pamrapo Savings Bank.
There are no conditions or events occurring since that notification that management believes have changed the Company’s or the Bank’s category. ‎ 64 Table of Contents Note 12- Benefits Plans Pension Plan The Company acquired, through the merger with Pamrapo Bancorp, Inc. a non-contributory defined benefit pension plan (“Pension Plan”) covering all eligible employees of Pamrapo Savings Bank.
This Code of Ethics was filed as an exhibit to a Report on Form 8-K filed on March 21, 2023, and is incorporated by reference as an exhibit to this report.
This Code of Ethics was filed as an exhibit to a Report on Form 8-K filed on March 21, 2023, and is incorporated by reference as Exhibit 14 to this report.
We do not assume any obligation to revise forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made, except as may be required by law. ‎ 30 Table of Contents ITE M 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Management of Market Risk Qualitative Analysis.
We do not assume any obligation to revise forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made, except as may be required by law. ‎ 31 Table of Contents ITE M 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Management of Market Risk Qualitative Analysis.
Accordingly, although the NPV table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results. ‎ 31 Table of Contents IT EM 8.
Accordingly, although the NPV table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results. ‎ 32 Table of Contents IT EM 8.
OTHER INFORMATION (a) During the three months ended December 31, 2024, no directors or executive officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company securities that was included to satisfy the affirmative defense conditions of Rule 10b5 -1(c) and/or any “Rule 10b5-1 trading arrangement”. IT EM 9C.
OTHER INFORMATION (a) During the three months ended December 31, 2025, no directors or executive officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company securities that was included to satisfy the affirmative defense conditions of Rule 10b5 -1(c) and/or any “Rule 10b5-1 trading arrangement”. IT EM 9C.
As of December 31, 2024, nonaccrual loans differed from the amount of total loans past due greater than 90 days due to loans 90 days past due but still accruing interest or loans that were previously 90 days past due both of which are maintained on nonaccrual status for a minimum of six months until the borrower has demonstrated their ability to satisfy the terms of the loan.
As of December 31, 2025, nonaccrual loans differed from the amount of total loans past due greater than 90 days due to loans 90 days past due but still accruing interest or loans that were previously 90 days past due both of which are maintained on nonaccrual status for a minimum of six months until the borrower has demonstrated their ability to satisfy the terms of the loan.
Our Asset / Liability Management Committee is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs of our customers as well as unanticipated contingencies. At December 31, 2024 and 2023, the Company had no overnight borrowings outstanding with the FHLB, respectively.
Our Asset / Liability Management Committee is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs of our customers as well as unanticipated contingencies. At December 31, 2025 and 2024, the Company had no overnight borrowings outstanding with the FHLB, respectively.
The Bank paid New Bay $ 165,000 a year ($ 13,750 per month) which is included in the consolidated statements of operations for 2024, 2023 and 2022, within occupancy expense. The rent is to be adjusted every five years thereafter at the fair market rental value. The Bank expects to pay $ 165,000 in rental expense for the year 2025.
The Bank paid New Bay $ 165,000 a year ($ 13,750 per month) which is included in the consolidated statements of operations for 2025, 2024 and 2023, within occupancy expense. The rent is to be adjusted every five years thereafter at the fair market rental value. The Bank expects to pay $ 165,000 in rental expense for the year 2026.
Such institutions meeting that requirement may elect to utilize the CBLR in lieu of the general applicable risk-based capital requirements under Basel III. Such institutions that meet the CBLR and certain other qualifying criteria will automatically be deemed to be well-capitalized. At December 31, 2024 and December 31, 2023, the Bank exceeded all of its regulatory capital requirements.
Such institutions meeting that requirement may elect to utilize the CBLR in lieu of the general applicable risk-based capital requirements under Basel III. Such institutions that meet the CBLR and certain other qualifying criteria will automatically be deemed to be well-capitalized. At December 31, 2025 and December 31, 2024, the Bank exceeded all its regulatory capital requirements.
The Company believes it will generate sufficient future taxable income and taxable gains to realize the tax benefits related to the remaining net deferred tax assets in our consolidated statements of financial condition. In conjunction with the Company’s acquisition of IA Bancorp in 2018, the Company acquired a federal net operating loss carry forward of $ 8.7 million.
The Company believes it will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets in our consolidated statements of financial condition. In conjunction with the Company’s acquisition of IA Bancorp in 2018, the Company acquired a federal net operating loss carry forward of $ 8.7 million.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ‎ 75 Table of Contents PART III IT EM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Company has adopted a Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Controller, and/or any persons performing similar functions.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. ‎ 79 Table of Contents PART III IT EM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The Company has adopted a Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Controller, and/or any persons performing similar functions.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The exhibits and financial statement schedules filed as a part of this Form 10-K are as follows: (A) Report of Independent Registered Public Accounting Firm (B) Consolidated Statements of Financial Condition as of December 31, 2024 and 2023 (C) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 (D) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 (E) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 (F) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 (G) Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedules All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated statements or the notes thereto.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements The exhibits and financial statement schedules filed as a part of this Form 10-K are as follows: (A) Report of Independent Registered Public Accounting Firm (B) Consolidated Statements of Financial Condition as of December 31, 2025 and 2024 (C) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 (D) Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023 (E) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 (F) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 (G) Notes to Consolidated Financial Statements (a)(2) Financial Statement Schedules All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated statements or the notes thereto.
ITEM 5. MA RKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock trades on the Nasdaq Global Market under the symbol “BCBP.” Stockholders. At March 1, 2025, the Company had approximately 5,900 stockholders of record. Recent Sales of Unregistered Securities None.
ITEM 5. MA RKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s common stock trades on the Nasdaq Global Market under the symbol “BCBP.” Stockholders. At March 1, 2026, the Company had approximately 5,900 stockholders of record. Recent Sales of Unregistered Securities None.
Wolf and Company, P.C., the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2024, that appears in Item 8 of this Form 10-K. IT EM 9B.
Wolf and Company, P.C., the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an audit report on the Company’s internal control over financial reporting as of December 31, 2025, that appears in Item 8 of this Form 10-K. IT EM 9B.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at December 31, 2024 and 2023.
Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at December 31, 2025 and 2024.
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter of 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - Compensation Plans” is incorporated herein by reference. ITE M 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The sections of the 2024 Proxy Statement entitled “ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “CORPORATE GOVERNANCE - Independence of Directors” are incorporated herein by reference.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - Compensation Plans” is incorporated herein by reference. ITE M 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The sections of the 2025 Proxy Statement entitled “ CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” and “CORPORATE GOVERNANCE - Independence of Directors” are incorporated herein by reference.
(12) Incorporated by reference to Appendix A to the proxy statement for the Company’s 2023 Annual Meeting of Stockholders filed by the Company with the Securities and Exchange Commission on March 21, 2023. (13) Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
(13) Incorporated by reference to Appendix A to the proxy statement for the Company’s 2023 Annual Meeting of Stockholders filed by the Company with the Securities and Exchange Commission on March 21, 2023. (14) Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
These calculations were based upon assumptions believed to be fundamentally sound, although they may vary from assumptions utilized by other financial institutions. The information set forth below is based on data that included all financial instruments as of December 31, 2024.
These calculations were based upon assumptions believed to be fundamentally sound, although they may vary from assumptions utilized by other financial institutions. The information set forth below is based on data that included all financial instruments as of December 31, 2025.
Opinion on Internal Control Over Financial Reporting ‎ We have audited BCB Bancorp Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
Opinion on Internal Control Over Financial Reporting We have audited BCB Bancorp Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024 (the “Evaluation Date”).
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025 (the “Evaluation Date”).
The SERP Agreement was an unfunded arrangement maintained primarily to provide supplemental retirement benefits and comply with Section 409A of the Internal Revenue Code. The cost of the benefit is being amortized over a three-year vesting period beginning in 2021.
The SERP Agreement was an unfunded arrangement maintained primarily to provide supplemental retirement benefits and comply with Section 409A of the Internal Revenue Code. The cost of the benefit was amortized over a three-year vesting period beginning in 2021.
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. There were no liabilities measured at fair value on a recurring or nonrecurring basis at December 31, 2024, and 2023.
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. There were no liabilities measured at fair value on a recurring or nonrecurring basis at December 31, 2025 and 2024.
In addition, the information under the captions “EXECUTIVE OFFICERS”, “DELINQUENT SECTION 16(A) REPORTS”, and “CORPORATE GOVERNANCE - Committees of our Board of Directors – Audit Committee” – and “Code of Business Conduct and Ethics” of the 2024 Proxy Statement is incorporated herein by reference.
In addition, the information under the captions “EXECUTIVE OFFICERS”, “DELINQUENT SECTION 16(A) REPORTS”, and “CORPORATE GOVERNANCE - Committees of our Board of Directors – Audit Committee” – and “Code of Business Conduct and Ethics” of the 2025 Proxy Statement is incorporated herein by reference.
(5) Net interest margin represents net interest income as a percentage of average interest-earning assets. 28 Table of Contents Rate/Volume Analysis The table below sets forth certain information regarding changes in our interest income and interest expense for the years indicated.
(5) Net interest margin represents net interest income as a percentage of average interest-earning assets. 29 Table of Contents Rate/Volume Analysis The table below sets forth certain information regarding changes in our interest income and interest expense for the years indicated.
The Bank’s total credit exposure cannot exceed 50.0 percent of its total assets, or $ 1.799 billion, based on the borrowing limitations outlined in the FHLB of New York’s member products guide. The total credit exposure limit of 50.0 percent of total assets is recalculated each quarter.
The Bank’s total credit exposure cannot exceed 50.0 percent of its total assets, or $ 1.640 billion, based on the borrowing limitations outlined in the FHLB of New York’s member products guide. The total credit exposure limit of 50.0 percent of total assets is recalculated each quarter.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The section of the 2024 Proxy Statement entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference. The disclosure in this Form 10-K under the caption “ITEM 5.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The section of the 2025 Proxy Statement entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein by reference. The disclosure in this Form 10-K under the caption “ITEM 5.
(7) Incorporated by reference to Appendix A to the proxy statement for the Company’s Annual Meeting of Shareholders (File No. 000-50275), filed by the Company with the Securities and Exchange Commission on Schedule 14A on March 28, 2011.
(8) Incorporated by reference to Appendix A to the proxy statement for the Company’s Annual Meeting of Shareholders (File No. 000-50275), filed by the Company with the Securities and Exchange Commission on Schedule 14A on March 28, 2011.
The amendment to the stock repurchase program increased the number of shares yet to be repurchased from 82,350 shares to a total number of 500,000 shares. No shares were repurchased during the three and twelve months ended December 31, 2024.
The amendment to the stock repurchase program increased the number of shares yet to be repurchased from 82,350 shares to a total number of 500,000 shares. No shares were repurchased during the three and twelve months ended December 31, 2025.
Such stock is carried at cost. The Company reviews for impairment based on the ultimate recoverability of the cost basis of the stock. No impairment charges were recorded related to the FHLB of New York stock during 2024, 2023 or 2022.
Such stock is carried at cost. The Company reviews for impairment based on the ultimate recoverability of the cost basis of the stock. No impairment charges were recorded related to the FHLB of New York stock during 2025, 2024 or 2023.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. There were no debt securities classified as held-to-maturity on December 31, 2024, and 2023.
Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. There were no debt securities classified as held-to-maturity on December 31, 2025 and 2024.
As of December 31, 2024, management assessed the effectiveness of the Company’s internal control over financial reporting based upon the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
As of December 31, 2025, management assessed the effectiveness of the Company’s internal control over financial reporting based upon the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Dividends The Company declared and paid cash dividends of $0.16 per share in each quarter for the year ended December 31, 2024. The payment of dividends to shareholders of the Company is dependent on the Bank paying dividends to the Company.
Dividends The Company declared and paid cash dividends of $0.16 per share in each quarter for the year ended December 31, 2025. The payment of dividends to shareholders of the Company is dependent on the Bank paying dividends to the Company.
As of December 31, 2024, the Company was not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our financial condition or results of operations. ‎ 69 Table of Contents Note 18 - Fair Value Measurements and Fair Values of Financial Instruments Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique.
As of December 31, 2025, the Company was not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our financial condition or results of operations. ‎ 73 Table of Contents Note 18 - Fair Value Measurements and Fair Values of Financial Instruments Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique.
Compensation Plans Set forth below is information as of December 31, 2024 regarding equity compensation plans that have been approved by shareholders. The Company has no equity-based benefit plans that were not approved by shareholders.
Compensation Plans Set forth below is information as of December 31, 2025 regarding equity compensation plans that have been approved by shareholders. The Company has no equity-based benefit plans that were not approved by shareholders.
Both of these approaches use industry-based loss history and Company specific prepayment rates that are adjusted based on various current and forecasted economic factors including, as relevant, home price indices, treasury yields, national and local unemployment rates and national real disposable income growth rates which incorporate reasonable and supportable forecasts.
Both of these approaches use industry-based loss history and Company specific prepayment rates that are adjusted based on various current and reasonable and supportable forecasted economic factors including, as relevant, home price indices, treasury yields, national and local unemployment rates and national real disposable income growth rates.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 and our report dated March 7, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 and our report dated March 9, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Based upon its assessment, management believes that the Company’s internal control over financial reporting as of December 31, 2024, is effective and meets the criteria of the Internal Control – Integrated Framework (2013) .
Based upon its assessment, management believes that the Company’s internal control over financial reporting as of December 31, 2025, is effective and meets the criteria of the Internal Control – Integrated Framework (2013) .
Long Treasury Bond Index. i) Intermediate term core bond portfolios invest primarily in investment grade U.S. fixed-income issues including government, corporate, and securitized debt, and hold less than 5% in below-investment grade exposures. 63 Table of Contents Note 12 - Benefits Plan (continued) The Company does not expect to contribute, based upon actuarial estimates, to the Pension Plan in 2025.
Long Treasury Bond Index. i) Intermediate term core bond portfolios invest primarily in investment grade U.S. fixed-income issues including government, corporate, and securitized debt, and hold less than 5% in below-investment grade exposures. 67 Table of Contents Note 12 - Benefits Plan (continued) The Company does not expect to contribute, based upon actuarial estimates, to the Pension Plan in 2026.
As of December 31, 2024, and 2023, the most recent notification from the Company and the Bank’s regulators categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action.
As of December 31, 2025 and 2024, the most recent notification from the Company and the Bank’s regulators categorized the Bank as “well-capitalized” under the regulatory framework for prompt corrective action.
(14) Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on August 29, 2024. (15) Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on August 29, 2024.
(15) Incorporated by reference to Exhibit 10.1 to the Form 8-K filed with the Securities and Exchange Commission on August 29, 2024. (16) Incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the Securities and Exchange Commission on August 29, 2024.
As of December 31, 2024 (in Thousands) Nonaccrual loans with an Allowance for Credit Losses Nonaccrual loans without an Allowance for Credit Losses Total Nonaccrual loans Amortized Cost of Loans Past Due 90 Days and Still Accruing Residential one-to-four family $ 534 $ 853 $ 1,387 $ - Commercial and multi-family 4,823 28,151 32,974 6,049 Construction - 586 586 - Commercial business 5,208 2,425 7,633 - Business express 1,706 191 1,897 1,677 Home equity (1) - 231 231 - Total $ 12,271 $ 32,437 $ 44,708 $ 7,726 (1) Includes home equity lines of credit.
As of December 31, 2024 (in Thousands) Nonaccrual loans with an Allowance for Credit Losses Nonaccrual loans without an Allowance for Credit Losses Total Nonaccrual loans Amortized Cost of Loans Past Due 90 Days and Still Accruing Residential one-to-four family $ 534 $ 853 $ 1,387 $ - Commercial and multi-family (1) 4,823 28,151 32,974 6,049 Cannabis related (2) - - - - Construction (1) - 586 586 - Commercial business (1) (3) 5,208 2,425 7,633 - Business express 1,706 191 1,897 1,677 Home equity (4) - 231 231 - Total $ 12,271 $ 32,437 $ 44,708 $ 7,726 (1) Excludes Cannabis related loans.
In many cases, any repossessed collateral for a defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan. ‎ 49 Table of Contents Note 5- Loans Receivable and Allowance for Credit losses (continued) The following tables set forth the activity in the Bank’s allowance for credit losses and recorded investment in loans receivable at December 31, 2024, December 31, 2023 and December 31, 2022.
In many cases, any repossessed collateral for a defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan. 52 Table of Contents Note 5- Loans Receivable and Allowance for Credit Losses (continued) The following tables set forth the activity in the Bank’s allowance for credit losses and recorded investment in loans receivable at December 31, 2025, December 31, 2024 and December 31, 2023.
(2) Appraisals may be adjusted by management for qualitative factors such as age of appraisal, expected condition of property, economic conditions, and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
(2) Appraisals or broker opinion may be adjusted by management for qualitative factors such as age of appraisal, expected condition of property, economic conditions, and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2024 and 2023 and each of the years in the three-year period then ended and our report dated March 7, 2025 expressed an unqualified opinion.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2025 and 2024 and each of the years in the three-year period then ended and our report dated March 9, 2026 expressed an unqualified opinion.
The Tier 2 capital credit related to the Old Notes started to amortize as the Old Notes reached their five -year anniversary on August 1, 2023. Subordinated debt included associated deferred costs of $ 1.2 million at December 31, 2024. The Company also has $ 4.1 million of mandatory redeemable trust preferred securities.
The Tier 2 capital credit related to the Old Notes started to amortize as the Old Notes reached their five-year anniversary on August 1, 2023. Subordinated debt included associated deferred costs of $ 914,000 at December 31, 2025. The Company also has $ 4.1 million of mandatory redeemable trust preferred securities.
On June 30, 2023, an award of 25,252 shares of restricted stock was declared for a director and executive officer of the Bank and the Company, which fully vests on the anniversary of the award date. The following table presents the share-based compensation expense for the years ended December 31, 2024, 2023 and 2022 (In Thousands).
On June 30, 2023, an award of 25,252 shares of restricted stock was declared for a director and executive officer of the Bank and the Company, which fully vested on the anniversary of the award date. The following table presents the share-based compensation expense for the years ended December 31, 2025, 2024 and 2023 (In Thousands).
I TEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required by Item 14 is incorporated by reference to the sections of the 2024 Proxy Statement entitled “AUDIT COMMITTEE REPORT - Fees of Independent Auditors’ and ‘-- Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by Independent Auditors.” ‎ 76 Table of Contents PART IV IT EM 15.
I TEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information required by Item 14 is incorporated by reference to the sections of the 2025 Proxy Statement entitled “AUDIT COMMITTEE REPORT - Fees of Independent Auditors’ and ‘-- Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by Independent Auditors.” ‎ 80 Table of Contents PART IV IT EM 15.
Sievewright (11) 10.8 BCB Bancorp, Inc. 2023 Equity Incentive Plan (12) 10.9 Employment Agreement with Jawad Chaudhry (13) 10.10 Form of Subordinated Note Purchase Agreement (14) 10.11 Form of Registration Rights Agreement (15) 14 Conflicts of Interest, Usurpation of Corporate Opportunity & Code of Conduct Policy (16) 19 BCB Bancorp Inc., Insider Trading Policy 21 Subsidiaries of the Company 23 Consent of Independent Registered Public Accounting Firm – Wolf & Company, P.C. . 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 BCB Bancorp Inc., Clawback Policy (17) ‎ 77 Table of Contents (1) Incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on February 25, 2025.
Sievewright (12) 10.8 BCB Bancorp, Inc. 2023 Equity Incentive Plan (13) 10.9 Employment Agreement with Jawad Chaudhry (14) 10.10 Form of Subordinated Note Purchase Agreement (15) 10.11 Form of Registration Rights Agreement (16) 14 Conflicts of Interest, Usurpation of Corporate Opportunity & Code of Conduct Policy (17) 19 BCB Bancorp Inc., Insider Trading Policy (18) 21 Subsidiaries of the Company 23 Consent of Independent Registered Public Accounting Firm – Wolf & Company, P.C. . 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 BCB Bancorp Inc., Clawback Policy (19) ‎ 81 Table of Contents (1) Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025.
Results of Operations for the Years Ended December 31, 2023 and 2022 The results of operations comparison of 2023 compared to 2022 can be found in the Company’s previously filed Annual Report on Form 10-K for the year-ended December 31, 2023 under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”- Results of Operations for the Years Ended December 31, 2023 and 2022 on pages 28 and 29.
Results of Operations for the Years Ended December 31, 2024 and 2023 The results of operations comparison of 2024 compared to 2023 can be found in the Company’s previously filed Annual Report on Form 10-K for the year-ended December 31, 2024 under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”- Results of Operations for the Years Ended December 31, 2024 and 2023 on pages 29 and 30.
The Company calculates estimated credit losses for these loan segments using quantitative models and qualitative factors. Further information on loan segmentation and the credit loss estimation is included in Note 5 – Loan Receivables and Allowance for Credit Losses.
The Company calculates estimated credit losses for these loan segments using quantitative models and qualitative factors. Further information on loan segmentation and the credit loss estimation is included in Note 5 – Loans Receivable and Allowance for Credit Losses.
Note 4- Securities Equity Securities Equity securities are reported at fair value on the Company’s consolidated statements of financial condition. The Company’s portfolio of equity securities had an estimated fair value of $ 9.5 million and $ 9.1 million as of December 31, 2024, and December 31, 2023, respectively. Included in this category are equity holdings of financial institutions.
Note 4- Securities Equity Securities Equity securities are reported at fair value on the Company’s consolidated statements of financial condition. The Company’s portfolio of equity securities had an estimated fair value of $ 9.2 million and $ 9.5 million as of December 31, 2025 and December 31, 2024, respectively. Included in this category are equity holdings of financial institutions.
There were no options awarded during the years ended December 31, 2024, and 2023. Supplemental Executive Retirement Plan The Bank entered into a Supplemental Executive Retirement Agreement (the “SERP Agreement”) with its former Chief Executive Officer (“the CEO”) in December 2021, payable in the form of a life annuity.
There were no options awarded during the year ended December 31, 2024. Supplemental Executive Retirement Plan The Bank entered into a Supplemental Executive Retirement Agreement (the “SERP Agreement”) with its former Chief Executive Officer (“the CEO”) in December 2021, payable in the form of a life annuity.
The rent is $ 7,718 per month and lease payments of $ 93,000 , $ 93,000 and $ 93,000 were made in years 2024, 2023 and 2022, which is reflected in the consolidated statements of operations within occupancy expense. The Bank expects to pay $ 93,000 in rental expense for the year 2025.
The rent is $ 7,718 per month and lease payments of $ 93,000 , $ 93,000 and $ 93,000 were made in years 2025, 2024 and 2023, which are reflected in the consolidated statements of operations within occupancy expense. The Bank expects to pay $ 97,000 in rental expense for the year 2026.
Note 13 – Stockholders’ Equity On December 31, 2024, the Company completed a private placement of 497 shares of Series K 6 % Noncumulative Perpetual Stock, par value $ 0.01 per share (the “Series K Preferred Stock”), resulting in gross proceeds of $ 4,970,000 .
On December 31, 2024, the Company completed a private placement of 497 shares of Series K 6 % Noncumulative Perpetual Stock, par value $ 0.01 per share (the “Series K Preferred Stock”), resulting in gross proceeds of $ 4,970,000 .
The following table presents the disaggregated net gains and losses on equity securities reported in the consolidated statements of operations (In Thousands): For the Twelve Months Ended December 31, 2024 For the Twelve Months Ended December 31, 2023 For the Twelve Months Ended December 31, 2022 Net gains (losses) recognized during the period on equity securities $ 379 $ ( 3,361 ) $ ( 6,269 ) Less: Net losses recognized during the period on equity securities sold during the period - ( 24 ) ( 59 ) Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date $ 379 $ ( 3,337 ) $ ( 6,210 ) Debt Securities Available-for-Sale The following table sets forth information regarding the amortized cost, estimated fair values, and unrealized gains and losses for the Bank’s debt securities portfolio at December 31 by final contractual maturity.
The following table presents the disaggregated net gains and losses on equity securities reported in the consolidated statements of operations (In Thousands): For the Twelve Months Ended December 31, 2025 For the Twelve Months Ended December 31, 2024 For the Twelve Months Ended December 31, 2023 Net (losses) gains recognized during the period on equity securities $ ( 300 ) $ 379 $ ( 3,361 ) Less: Net losses recognized during the period on equity securities sold during the period - - ( 24 ) Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date $ ( 300 ) $ 379 $ ( 3,337 ) Debt Securities Available-for-Sale The following table sets forth information regarding the amortized cost, estimated fair values, and unrealized gains and losses for the Bank’s debt securities portfolio at December 31 by final contractual maturity.
The Bank has elected to fund the retirement benefit by purchasing annuities that have been designed to provide a future source of funds for the lifetime retirement benefits of the SERP Agreement, totaling $ 1.80 million, which is included in other assets.
The Bank has elected to fund the retirement benefit by purchasing annuities that have been designed to provide a future source of funds for the lifetime retirement benefits of the SERP Agreement, totaling $ 1,700,000 , which is included in other assets.
On March 29, 2024, the Company closed a private placement of Series J Preferred Stock, resulting in gross proceeds of $ 2,690,000 for 269 shares. 65 Table of Contents Note 14 – Goodwill and Other Intangible Assets The Company’s intangible assets consist of goodwill and core deposit intangibles in connection with acquisitions.
On March 29, 2024, the Company closed a private placement of Series J Preferred Stock, resulting in gross proceeds of $ 2,690,000 for 269 shares. 69 Table of Contents Note 14 – Goodwill and Other Intangible Assets The Company’s intangible assets consist of goodwill in connection with acquisitions.
As of December 31, 2023, the 2011 Stock Option Plan and the 2018 Equity Incentive Plan have expired. 24 Table of Contents Common Stock Performance Graph Set forth hereunder is a stock performance graph comparing (a) the cumulative total return on the common stock for the period beginning with the closing sales price on December 31, 2019 through December 31, 2024, (b) the cumulative total return on all publicly traded commercial bank stocks over such period, as repriced on the SNL Banks Index, and (c) the cumulative total return of the Nasdaq Market Index over such period.
As of December 31, 2025, the 2011 Stock Option Plan and the 2018 Equity Incentive Plan have expired. 25 Table of Contents Common Stock Performance Graph Set forth hereunder is a stock performance graph comparing (a) the cumulative total return on the common stock for the period beginning with the closing sales price on December 31, 2020 through December 31, 2025, (b) the cumulative total return on all publicly traded commercial bank stocks over such period, as repriced on the SNL Banks Index, and (c) the cumulative total return of the Nasdaq Market Index over such period.
Had nonaccrual loans been performing in accordance with their original terms, the interest income recognized for the years ended December 31, 2024 and 2023 would have been approximately $ 5.6 million and $ 1.9 million, respectively. Interest income recognized on loans returned to accrual was approximately $ 1.4 million and $ 314,000 , respectively.
Had nonaccrual loans been performing in accordance with their original terms, the interest income recognized for the years ended December 31, 2025 and 2024 would have been approximately $ 5.4 million and $ 5.6 million, respectively. Interest income recognized on loans returned to accrual was approximately $ 3.9 million and $ 1.4 million, respectively.

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