424B5

424B5 1 d131498d424b5.htm 424B5 424B5

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-298337

This preliminary prospectus supplement and accompanying prospectus are being distributed for informational purposes only and are subject to completion and amendment. This preliminary prospectus supplement and accompanying prospectus shall not, and are not intended to, constitute or contain an offer or invitation to sell or the solicitation of an offer to buy, and may not be used as, or in connection with, an offer or invitation to sell or solicitation to buy any of the global bonds.

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(To prospectus dated August 25, 2026)

LOGO

Common Stock

We are offering pursuant to this prospectus supplement and the accompanying prospectus shares of our common stock at the offering price of $ per share. Our common stock is listed on the NASDAQ Global Market under the symbol “BCBP.” On September 11, 2026, the last reported sale price of our common stock, as reported on the NASDAQ Global Market, was $8.58 per share.

You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein, together with additional information described under the heading “Where You Can Find More Information,” and any amendments or supplements carefully before you invest in any of our securities.

Investing in our common stock involves a high degree of risk. Before buying shares of our common stock, you should carefully consider the risks described under the caption “Risk Factors” beginning on page S-17 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.


	Per share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

(1)	We have agreed to reimburse the underwriter for certain expenses. See “Underwriting” beginning on page S-52 of this prospectus supplement for additional information regarding the compensation payable to the underwriter.

The shares of our common stock are being offered through the underwriter on a firm commitment basis.

We have granted the underwriter an option, exercisable for 30 days from the date of this prospectus supplement, to purchase up to an aggregate of additional shares of our common stock from us at the public offering price, less underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

These securities are not deposits or obligations of our bank and non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other governmental agency.

Delivery of the shares being offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made on or about , 2026, subject to the satisfaction of customary closing conditions.

Piper Sandler

The date of this prospectus supplement is , 2026

TABLE OF CONTENTS

Prospectus Supplement


PRELIMINARY PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT			S-ii
FORWARD-LOOKING STATEMENTS			S-iii
PROSPECTUS SUPPLEMENT SUMMARY			S-1
RISK FACTORS			S-17
USE OF PROCEEDS			S-46
CAPITALIZATION			S-47
COMMON STOCK INFORMATION AND DIVIDENDS			S-48
UNDERWRITING			S-52
LEGAL MATTERS			S-59
EXPERTS			S-59
WHERE YOU CAN FIND MORE INFORMATION			S-59


	Page

ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
THE COMPANY		5
RISK FACTORS		6
USE OF PROCEEDS		7
DESCRIPTION OF SECURITIES		8
DESCRIPTION OF COMMON STOCK		9
DESCRIPTION OF PREFERRED STOCK		13
DESCRIPTION OF WARRANTS		15
DESCRIPTION OF SUBSCRIPTION RIGHTS		16
DESCRIPTION OF DEBT SECURITIES		17
DESCRIPTION OF DEPOSITARY SHARES		30
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS		33
DESCRIPTION OF UNITS		34
PLAN OF DISTRIBUTION		35
LEGAL MATTERS		38
EXPERTS		38

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of our common stock and also adds to, updates and otherwise changes the information contained in the accompanying prospectus or incorporated by reference into the accompanying prospectus. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both this prospectus supplement together with the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date, the statement in the document having the later date will apply and will supersede the earlier statement.

This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-298337) that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended, or the Securities Act. Under the shelf registration process, we may, from time to time, sell the securities described in the accompanying prospectus in one or more offerings up to a total amount of $100,000,000. The shelf registration statement was declared effective by the SEC on August 25, 2026.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus that we have prepared which relates to a particular offering. We have not authorized anyone else to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. We are not making an offer to sell or soliciting an offer to buy these securities in any jurisdiction where the offer or solicitation is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus that we have prepared is accurate only as of the date of the respective document in which the information appears, and that any information in documents that we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any prospectus supplement or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement to the “Company,” “we,” “us,” “our” or similar references mean BCB Bancorp, Inc. and its subsidiaries on a consolidated basis and references to the “Bank” refer to BCB Community Bank.

S-ii

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. You can also identify them by the fact that they do not relate strictly to historical or current facts.

Forward-looking statements include statements with respect to our belief, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, including our growth strategy and expansion plans, including potential acquisitions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

Factors that could cause future results to differ materially from those anticipated by our forward-looking statements include the global impact of the United States military conflict with Iran, the periodic Federal budget and funding stalemates in Congress, global tariffs imposed by the Trump administration, higher inflation levels, changes in market interest rates and general economic concerns, all of which could impact our customers’ businesses and the economy and could cause increased loan delinquencies, a reduction in financial transactions and business activities, including decreased deposits and reduced loan originations. Other factors that could cause future results to vary materially from current management expectations as reflected in our forward-looking statements include, but are not limited to:

•

global economic trends and geopolitical risks, including the ongoing conflicts in the Middle East, and changes in the rate of investment or economic growth, including as a result of sanctions, tariffs or other measures;

•

unfavorable economic conditions in the United States generally and particularly in our primary market area and those of our customers, including the periodic Federal budget and funding stalemates in the U.S. Congress;

•

the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of our loan and investment securities portfolios;

•

the credit risk associated with our loan portfolio;

•

supply chain disruptions and labor shortages;

•

the impact of any future pandemics or other natural disasters;

•

the Company’s ability to effectively attract and deploy deposits;

•

changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

•

the Company’s implementation of anticipated loan sales, which may not be completed in accordance with expected plans or the currently contemplated timeline, or at all, and may be disruptive to the Company and/or reduce the Company’s profitability in future periods;

S-iii

•

the pending sale of the Company’s cannabis business, which may not be completed in accordance with expected plans or the currently contemplated timeline, or at all, and may be disruptive to the Company and/or reduce the Company’s profitability in future periods;

•

our ability to complete our proposed reincorporation from New Jersey to Delaware, including our ability to receive shareholder approval of the proposed reincorporation, and our ability to realize the anticipated benefits of the proposed reincorporation;

•

shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility;

•

the effects of declines in real estate values that may adversely impact the collateral underlying our loans;

•

increase in unemployment levels and slowdowns in economic growth;

•

changes in the credit performance of our loan portfolio, including levels of criticized and classified loans, nonaccrual loans, and charge-offs;

•

changes in the quality and composition of the Bank’s loan and investment portfolios;

•

deposit flows;

•

changes in liquidity levels, funding sources, or funding costs, and our ability to manage our liquidity risks;

•

legislative and regulatory changes, including but not limited to, increases in Federal Deposit Insurance Corporation (“FDIC”) insurance rates;

•

monetary and fiscal policies of the federal and state governments, including changes in government priorities or budgets;

•

changes in tax policies, rates and regulations of federal, state and local tax authorities;

•

demands for our loan products;

•

demand for financial services;

•

competition;

•

changes in the securities or secondary loan markets;

•

changes in management’s business strategies;

•

our ability to enter new markets successfully;

•

our ability to successfully integrate acquired businesses;

•

changes in consumer spending;

•

our ability to retain key employees;

•

the effects of any reputational, credit, interest rate, market, operational, legal, liquidity, or regulatory risk;

•

potential impact of regulatory requirements, matters, litigation, or other legal actions which could adversely affect operating results;

•

failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyberattacks;

•

developments in technology, such as artificial intelligence, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our customers’ expectations for convenience and security;

S-iv

•

civil unrest in the communities that we serve;

•

changes in accounting principles and guidelines; and

•

other economic, competitive, governmental, regulatory, geopolitical and technological factors affecting our operations, pricing and services, and those discussed under “Risk Factors”.

All forward-looking statements included in this prospectus supplement, accompanying prospectus or in a document incorporated by reference herein or therein speak only as of the date of such document. We undertake no obligation to update any forward-looking statement to reflect factual assumptions, circumstances or events that have changed after we have made the forward-looking statements. You should not put undue reliance on any forward-looking statements.

S-v

Risk Factor Summary

Investing in shares of our common stock involves significant risks. Before making a decision to purchase shares of our common stock, you should carefully consider the risk factors discussed under “Risk Factors” in this prospectus supplement. These risks could materially and adversely impact our business, results of operations, financial condition and future prospects, which could cause the trading price of our common stock to decline and could result in a loss of your investment. Among these important risks are the following:

Risks Related to the Company’s Common Stock and this Offering

•

In June 2026, we suspended paying dividends on our common stock and preferred stock and will need to return to profitability before we can consider reinstating dividends.

•

Our common stock is not heavily traded, and the stock price may fluctuate significantly.

•

Our management will have broad discretion as to the use of proceeds from this offering, and we may not use the proceeds effectively.

•

Our common stock is subordinate to our existing and future preferred stock in the payment of dividends and liquidation and subordinate to our current and future indebtedness.

•

Our operations may require us to raise additional capital, which may result in dilution to our then-existing stockholders and may not be available when it is needed, or at all.

•

An investment in our common stock is not an FDIC insured deposit and is subject to risk of loss.

Risks Related to Credit

•

Our strategies for increasing liquidity and strengthening the balance sheet, including loan sales, will result in substantial losses and may not be successful.

•

Our comprehensive re-evaluation of our credit portfolios may identify additional loan deterioration, which would adversely impact our financial condition, regulatory capital ratios and results of operations.

•

A portion of the loans in our portfolio currently include exceptions to our loan policies and supervisory guidelines.

•

Our loan portfolio consists of a high percentage of loans secured by commercial and multi-family real estate loans. The concentration of our loan portfolio in these types of loans carries various risks, which could increase the potential for future losses.

•

Our commercial real estate portfolio includes a subsection of cannabis related loans, which carry higher risk relative to other commercial real estate and commercial business loans, including the possibility of regulatory compliance costs.

•

Our commercial business loan portfolio includes commercial business express loans, which carry higher risk relative to other commercial real estate and commercial business loans, and have generated elevated losses.

•

The proposed sale of our cannabis business, if consummated, may materially and adversely affect our results of operations.

•

The quality of our loan portfolio may continue to deteriorate if the economy falters, resulting in a portion of our loans failing to perform in accordance with their terms, and adversely affecting our financial condition.

•

If our allowance for credit losses is not sufficient to cover actual credit losses, our earnings could decrease.

•

Our loan portfolio is concentrated within certain industries and borrowing relationships.

Operational Risks

•

The discontinuation of our residential lending program and temporary suspension of our commercial lending may materially and adversely affect our results of operations.

•

A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company.

•

We depend primarily on net interest income for our earnings rather than fee income.

•

Risks associated with system failures, interruptions, cyber-attacks, or breaches of security, could result in the disclosure of confidential, proprietary, personal and other information, any of which could adversely affect our business or reputation and negatively affect our earnings, as well as create significant legal and financial exposure.

S-vi

•

We use AI in connection with our business and operations, which exposes us to inherent risks that may expose us to material harm.

•

Consumers may decide not to use banks to complete their financial transactions.

•

We depend on the accuracy and completeness of information provided by customers and counterparties.

•

The Bank’s reliance on brokered and reciprocal deposits could adversely affect its liquidity and operating results.

•

Adherence to our internal policies and procedures by our officers and employees is critical to our performance.

•

We could be adversely affected by failure in our internal controls.

•

If we cannot favorably assess the effectiveness of our internal controls over financial reporting or if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, we may be subject to additional regulatory scrutiny.

•

The increasing use of social media presents new risks and challenges, and the inability to respond to and effectively manage the impact of social media could materially adversely impact the Bank’s business.

•

Our critical accounting policies and estimates, risk management processes and controls rely on analytical and forecasting techniques and models, management judgments and assumptions about matters that are uncertain and may not accurately predict future events.

•

Our business may be adversely affected by fraud and other financial crimes.

•

Changes in applicable tax laws, regulations or administrative interpretations thereof may materially adversely affect our financial condition, results of operations and cash flows.

Risks Related to the Economy and Financial Markets

•

Changes in interest rates could hurt our profits.

•

Rising interest rates have decreased the value of a portion of the Company’s securities portfolio, and the Company would realize losses if it were required to sell such securities to meet liquidity needs.

•

Our customer activity is affected by changes in the state of the general economy and the financial markets, a downturn of which could adversely affect demand for our services and our results of operations.

•

Market conditions and economic cyclicality may adversely affect our industry.

Risks Related to the Regulation of Our Industry

•

We are subject to stringent capital requirements, which may adversely impact our return on equity or constrain us from paying dividends or repurchasing shares.

•

We operate in a highly regulated environment, and we may be adversely affected by changes in federal, state and local laws and regulations.

•

The level of our commercial real estate loan portfolio subjects us to additional regulatory scrutiny.

•

Future legislative or regulatory actions responding to perceived financial and market problems could impair our ability to foreclose on collateral.

•

Volatility in the banking sector, triggered by the failures of several larger banks in 2023, has resulted in agency rulemaking activities and changes in agency policies and priorities that could subject the Company and the Bank to enhanced government regulation and supervision.

•

The federal banking agencies’ recent focus on fair access and anti-“debanking” measures may result in greater scrutiny of our customer onboarding and risk management practices.

Strategic Risks

•

Strong competition within our market area may limit our growth and profitability.

•

The small to mid-sized businesses that we lend to may have fewer resources to weather a downturn in the economy, which may impair a borrower’s ability to repay a loan to us that could materially harm our operating results.

•

Significant turnover or instability within the senior management team may disrupt strategic execution, impact employee engagement, and adversely affect business performance.

•

We depend on our executive officers and key personnel to continue the implementation of our long-term business strategy and could be harmed by the loss of their services.

•

Our future success depends on the success and growth of the Bank.

S-vii

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere in, or incorporated by reference into, this prospectus supplement. Because this is a summary, it may not contain all the information that may be important to you. Therefore, before making a decision to invest in our common stock you should read the entire prospectus supplement and accompanying prospectus carefully, including the risk factors and financial statements and notes thereto that are included or incorporated by reference herein or therein. See “Where You Can Find More Information.”

Company Overview

BCB Bancorp, Inc. (individually referred to herein as the “Parent Company” and together with its subsidiaries, collectively referred to herein as the “Company”) is a New Jersey corporation headquartered in Bayonne, New Jersey, and is the holding company parent of BCB Community Bank (the “Bank”). Our executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002. Our telephone number is 1-(800)-680-6872 and our website is www.bcb.bank. Information on our website is not incorporated into this prospectus supplement. The Parent Company is subject to extensive regulation by the Board of Governors of the Federal Reserve System (“FRB”). The Bank’s deposit accounts are insured by the FDIC and the Bank is a member of the Federal Home Loan Bank (“FHLB”) System.

At December 31, 2025 we had $3.279 billion in consolidated assets, $2.674 billion in deposits and $304.3 million in consolidated stockholders’ equity. At June 30, 2026 we had $3.118 billion in consolidated assets, $2.588 billion in net loans, $2.636 billion in deposits, $152.3 million in securities, and $291.9 million in consolidated stockholders’ equity.

The Bank operates at 22 branches in Bayonne, Edison, Hoboken, Fairfield, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, as well as three branches in Staten Island and one in Hicksville, New York. Our market area has a high level of commercial business activity. Businesses are concentrated in the service sector and retail trade areas. Major employers in our market area include certain medical centers, municipalities, and school districts. The Bank’s locations are easily accessible and provide convenient services to businesses and individuals throughout our market area. These areas are all considered “bedroom” or “commuter” communities to Manhattan. Our market area is well-served by a network of arterial roadways, including Route 440 and the New Jersey Turnpike.

We are a community-oriented financial institution. Our business is to offer FDIC-insured deposit products and to invest funds held in deposit accounts at the Bank, together with funds generated from operations, in loans and investment securities. We offer our customers:

•

loans, including commercial and multi-family real estate loans, commercial business loans and construction loans. In recent years the primary growth in our loan portfolio has been in loans secured by commercial real estate and multi-family properties;

•

FDIC-insured deposit products, including savings and club accounts, interest and non-interest-bearing demand accounts, money market accounts, certificates of deposit, and individual retirement accounts; and,

•

retail and commercial banking services including wire transfers, money orders, safe deposit boxes, night depository, debit cards, online banking, mobile banking, fraud detection (positive pay), and automated teller services.

S-1

Recent Developments

Given the close proximity of this offering to the end of the fiscal third quarter as well as certain pro forma material financial impacts resulting from our several planned loan sales we anticipate implementing (which is described in more detail below), and the completion of this offering, we are presenting more current historical and projected financial information in this section. This includes a discussion of projected financial results for the quarter ending September 30, 2026, and the pro forma impact as of June 30, 2026 with respect to selected anticipated events.

The preliminary estimated financial information for the quarter ending September 30, 2026, and the estimated impacts of selected anticipated events described below are based on currently available information. We do not intend to update or otherwise revise these anticipated events and estimates to reflect future events or changes in estimates and do not intend to disclose publicly whether actual events or our actual results will vary from the selected anticipated events or our estimates described below other than through the release of actual results in the ordinary course of business. No independent public accounting firm has compiled, examined or performed any procedures with respect to the estimated financial information contained below, nor have they expressed any opinion or other form of assurance on such information or its achievability. These estimates should not be regarded as a representation by us, our management or the underwriters as to our actual results for the third quarter. The assumptions and estimates underlying the estimated financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties, including those described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in this prospectus supplement, the accompanying base prospectus, and the documents incorporated herein by reference. Accordingly, there can be no assurance that the estimated financial information presented below is indicative of our future performance or that actual results will not differ materially from this estimated financial information. You should not place undue reliance on these estimates or selected anticipated events.

Selected Anticipated Events

We are presenting certain selected anticipated events below, which may impact our future results.

This Offering

During the third quarter of 2026, we anticipate raising gross proceeds from this offering of approximately $75 million, exclusive of the underwriters’ option to purchase additional shares, for general corporate purposes including maintaining liquidity, funding working capital needs, supporting Bank capital including in connection with the expected disposition of identified potential problem loans, reducing debt, and maintaining our capital and liquidity ratios, and the capital and liquidity ratios of our Bank, at acceptable levels.

Contemplated Loan Sales

As part of its strategy to meaningfully de-risk the balance sheet, during the third quarter of 2026, management of the Bank identified for sale and commenced marketing of a portfolio of certain problem loans, most of which are rated criticized or classified under the Bank’s internal risk rating system. The portfolio consists of commercial and multifamily real estate loans with an aggregate unpaid principal balance of approximately $183.4 million, commercial and industrial (C&I) loans with an aggregate unpaid principal balance of approximately $16.7 million, and construction loans with an aggregate unpaid principal balance of approximately $9.8 million, in each case, as of June 30, 2026. Most of these loans have been assigned an internal credit risk rating of either 6 (Special Mention) or 7 (Substandard). None of the Bank’s business express loans are included in the portfolio.

The Bank has received non-binding indications of interest from multiple prospective purchasers covering all of the approximately $210 million aggregate unpaid principal balance of the problem loans marketed for sale.

S-2

Based on those indications, the Bank currently expects to complete the related sales prior to the end of the third quarter of 2026. Any loans not sold by quarter-end are expected to be transferred to held for sale and recorded at their estimated fair value based on prevailing market indications with the sale efforts to continue into the fourth quarter. In addition, during the third quarter the Bank intends to transfer approximately $27 million of commercial real estate loans exhibiting credit weakness to held for sale. The Bank also commenced marketing for the potential sale of its business lines focused on cannabis related customers, including the sale of certain cannabis related loans having an aggregate unpaid principal balance of approximately $69 million and deposits from cannabis related businesses with an aggregate balance of approximately $70 million, in each case as of June 30, 2026. Accordingly, the aggregate of approximately $96 million of commercial real estate loans and the cannabis related loans marketed for sale are expected to be transferred to held for sale in the third quarter of 2026.

The definitive loan purchase agreements for the loan sales are still being negotiated, and the prospective purchasers are continuing to conduct their due diligence reviews of the loans. Accordingly, there can be no assurance that all or any portion of the loans in the marketed portfolio will ultimately be sold, that any such sales will be completed during the third quarter of 2026 or at all, or that the final sales prices will be consistent with the indications of interest received by the Bank. The actual prices at which the loans in the portfolio are sold may be lower than the prices reflected in such indications of interest.

Reincorporation to Delaware

On August 3, 2026, our Board of Directors approved a proposal to change the Company’s state of incorporation from New Jersey to Delaware and also to end the current staggered board terms and move to annual director elections, subject to shareholder approval.

Change of Independent Auditors

On September 2, 2026, the Company communicated to Wolf & Company, P.C. (“Wolf & Co”) that it has been dismissed as the Company’s independent registered public accounting firm. The dismissal was approved by the Audit Committee of the Company.

During the Company’s two most recent fiscal years ended December 31, 2025 and December 31, 2024 and during the subsequent interim period from January 1, 2026 through September 2, 2026 (i) there were no disagreements with Wolf & Co on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Wolf & Co’s satisfaction, would have caused Wolf & Co to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. Wolf & Co’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

On September 2, 2026, the Company engaged Deloitte & Touche LLP (“Deloitte”) as the Company’s new independent registered public accounting firm, beginning with the audit of the Company’s financial statements for the year ending December 31, 2026 and the review of the Company’s unaudited quarterly financial statements for the fiscal quarter ending September 30, 2026, subject to Deloitte’s customary client acceptance procedure.

Third Quarter Outlook

Given the close proximity of this offering to the end of the fiscal third quarter, we are presenting certain projected financial information for the third quarter of 2026 taking into account the selected anticipated events

S-3

described above. While our third quarter is not yet complete, and we expect to release our third quarter results in the second half of October of 2026, the following describes certain of our current expectations for the third quarter of 2026:

Balance Sheet Information. For the quarter ending September 30, 2026, we anticipate reporting total assets of approximately $3.0 billion, total gross loans of approximately $2.3 billion, total securities of approximately $146 million, cash and cash equivalents of approximately $464 million, total deposits of approximately $2.6 billion and total borrowings of approximately $143 million. We anticipate reporting a leverage ratio for the Company of 7.9% and for the Bank of 8.7%.

Income Statement Information. We expect to report pre-provision net revenue (non-GAAP) for the third quarter in the range of $7.9 million to $9.8 million, which is calculated as net interest income plus non-interest income (including gain on sale of other real estate owned of approximately $3.3 million), reduced by non-interest expense. We would have no other real estate owned upon the sale of this property.

We anticipate our net interest margin for the third quarter to be in the range of 2.90% to 3.00%. We expect to report noninterest income in the range of $5.1 million to $5.7 million and noninterest expense in the range of $17.9 million to $18.5 million. We anticipate that our provision for credit losses for the third quarter will be in the range of $112 million to $120 million, resulting in a substantial net loss for the quarter. Included in loan loss provisioning is an expected $87 million pre-tax loss on the anticipated sale of $210 million of problem loans and the expected transfer to held for sale of an additional $96 million of commercial real estate loans and cannabis related loans. Our anticipated provision for credit losses for the quarter reflects our expectations regarding management’s estimates of the amounts appropriate to maintain adequate balances in our credit loss reserve, in view of recent adjustments to internal risk ratings in our loan portfolio and current market and credit conditions affecting our borrowers.

As a result of the Company’s cumulative loss position in recent years, and anticipated loss at the end of the third quarter of 2026, the Company determined that it is more likely than not that the net deferred tax assets will not be realized and therefore recorded a valuation allowance against its entire net deferred tax asset balance of approximately $50 million for the quarter ended September 30, 2026, which will adversely affect results of operations for the quarter.

As a result of the above items, we currently expect to record a net loss for the third quarter of 2026 in the range of $126.2 million to $136.1 million.

Asset Quality Information. Assuming the bulk of the expected loan sales are completed before the end of the third quarter and the transfer to held for sale of the remainder of the loans for which we have received indications of interest, we anticipate that our remaining non-performing assets will be approximately $31.5 million, down from $79.5 million at the end of the second quarter of 2026, noting that with the completed sale of our only other real estate owned asset, our only remaining non-performing assets will be non-performing loans. Loans treated as held for sale will be approximately $53.0 million. In addition, we expect to have classified loans of $76.7 million and criticized loans of $186.7 million. Pre-tax losses associated with loan sales expected to be completed during the third quarter, as well as loans transferred to held for sale status during the quarter, are reflected in third quarter charge-offs, which are currently estimated to range from $87 million to $92 million. We expect to report an allowance for credit losses of $68.4 million at the end of the third quarter of 2026, with the allowance for credit losses to loans held for investment of 3.0%, classified loans to loans of 3.4% and allowance for credit losses to classified loans of 89%.

Our expectations for the third quarter of 2026 are estimates only and actual results may differ materially from our current estimates. Factors that could cause our actual results to differ from our current estimates include, but are not limited to, the factors described in the section entitled “Risk Factors” beginning on page S-17.

S-4

Pro Forma Financial Information

The following pro forma balance sheet gives effect to the completion of this offering, and/or the contemplated sales of loans held for sale (collectively referred to as the “Transactions”) as further described above under “— Selected Anticipated Events.” The pro forma information is presented for illustrative purposes only and does not purport to be indicative of our financial condition or results of operations following the completion of the Transactions.

Such unaudited pro forma financial information is based on various adjustments, assumptions and preliminary estimates as described in the accompanying notes, and may not be an indication of our financial condition or results of operations following the completion of the Transactions. Our actual financial condition and results of operations following the completion of the Transactions may not be consistent with, or evident from, the pro forma financial information. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect our financial condition or results of operations following the completion of the Transactions. Our potential for future business performance and financial results must be considered in light of the risks, uncertainties, expenses and difficulties described in this prospectus supplement, the accompanying base prospectus, and the documents incorporated herein by reference.

Balance Sheet Projected for 9/30/2026


($ in ‘000)	Reported 30-Jun-26		Transaction & Third Quarter Adjustments			Projected 30-Sep-26
Assets
Cash & Equivalents	$	197,622	$	266,825		$	464,447
Total Securities		152,279		(6,039	)		146,240

Total Cash & Securities	$	349,901	$	260,786		$	610,687

Loans HFS		10,777		42,231			53,008

Loans, Gross		2,632,964		(362,890	)		2,270,074
Less: Allowance for Credit Losses		44,980		23,442			68,422

Loans, Net	$	2,587,984	($	386,332	)	$	2,201,652

Other assets		169,464		(30,379	)		139,085

Total Assets	$	3,118,126	($	113,694	)	$	3,004,432

Liabilities and Equity
Deposits	$	2,636,023	($	29,348	)	$	2,606,675
Borrowings		168,335	($	24,958	)		143,377
Other Liabilities		21,849	($	1,496	)		20,353

Total	$	2,826,207	($	55,802	)	$	2,770,405

Preferred Equity		25,243	$	0			25,243
Common Equity		266,676		(57,892	)		208,784

Total	$	291,919	($	57,892	)	$	234,027

Total Liabilities & Equity	$	3,118,126	($	113,694	)	$	3,004,432

Tangible Book Value/Share	$	14.73				$	7.75

S-5

Regulatory Capital Ratios Projected for 9/30/2026


							Adjustments
($ in ‘000)	Reported 6/30/2026			Transaction & Quarterly Adjustments			Q3 Earnings			Equity Raise & Other		Projected 9/30/2026
Bank Level
Tier 1 Capital		335,500			(69,742	)		(127,767	)		58,025		265,758
Leverage Assets		3,231,459			(190,520	)							3,040,939

Tier 1 Leverage Ratio		10.4	%										8.7	%

Bancorp Level
Tier 1 Capital		296,637			(57,892	)		(127,767	)		69,875		238,745
Leverage Assets		3,231,858			(193,389	)							3,038,469

Tier 1 Leverage Ratio		9.2	%										7.9	%

Note: Assumes completion of the issuance of $75 million of common stock, with the Company retaining approximately $10 million of the net proceeds for ongoing cash flow needs and contributing the remaining net proceeds as capital to the Bank.

Non-GAAP Financial Measures

The Company supplements its financial results that are determined in accordance with Generally Accepted Accounting Principles (“GAAP”) with non-GAAP financial measures, such as pre-provision net revenue (“PPNR”) and tangible common equity / tangible assets. This supplemental information is not required by or is not presented in accordance with GAAP. The Company refers to these financial measures and ratios as “non-GAAP financial measures” and they should not be considered in isolation or as a substitute for the GAAP measures presented herein.

We use certain non-GAAP financial measures, including those mentioned above, both to explain our results to shareholders and the investment community and in the internal evaluation and management of our businesses. Our management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures permit investors to view our performance using the same tools that our management uses to evaluate our past performance and prospects for future performance. While we believe that these non-GAAP financial measures are useful in evaluating our performance, this information should be considered as supplemental and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies.

The following table is a reconciliation of the non-GAAP financial measures set forth above to the most closely comparable GAAP financial measures.


	Tangible Book Value per Share
	Projected Q3 2026		Q2 2026		Q1 2026		Q4 2025		Q3 2025
	(In thousands, except per share amounts)
Total Stockholders’ Equity	$	234,027	$	291,919	$	307,380	$	304,284	$	318,453
Less: goodwill		0		0		5,253		5,253		5,253
Less: preferred stock		25,243		25,243		25,243		25,243		25,243

Total tangible common stockholders’ equity	$	208,784	$	266,676	$	276,884	$	273,788	$	287,957

Common shares outstanding		26,957		18,102		17,359		17,274		17,228

Book value per common share	$	7.75	$	14.73	$	16.25	$	16.15	$	17.02

Tangible book value per common share	$	7.75	$	14.73	$	15.95	$	15.85	$	16.71

S-6


	Projected Three Months Ended, 30-Sep-26						Six Months Ended, June 30, 2026			Three Months Ended, 30-Sep-25			Six Months Ended, June 30, 2025
($ in thousands)	Low			High			Six Months Ended, June 30, 2026			Three Months Ended, 30-Sep-25			Six Months Ended, June 30, 2025
Net income (GAAP)	$	(136,128	)	$	(126,195	)	$	(9,872	)	$	4,262		$	(4,760	)
Plus: provision for credit losses (GAAP)		120,000			112,000			21,775			4,080			25,736
Plus: provision for income tax expense (GAAP)		23,981			23,981			(1,773	)		1,544			(1,930	)
(Gains) losses on Equity securities								341			(350	)		223

Pre-provision net revenue (PPNR) (Non-GAAP)	$	7,853		$	9,786		$	10,471		$	9,536		$	19,269

S-7

The Offering


Issuer		BCB Bancorp, Inc.

Common stock we are offering

Offering price per share		$

Common stock to be outstanding after this offering⁽¹⁾		shares

Use of proceeds		We intend to use the net proceeds of this offering for general corporate purposes, including maintaining liquidity, funding working capital needs, supporting Bank capital including in connection with the expected disposition of identified potential problem loans, reducing debt, and maintaining our capital and liquidity ratios, and the capital and liquidity ratios of our Bank, at acceptable levels.

NASDAQ Global Market symbol		BCBP

Risk factors		Investing in our securities involves risks. You should carefully consider the information under “Risk Factors” beginning on page S-17 and the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus.

Transfer Agent		Computershare Trust Company, N.A.

(1)	As of September 11, 2026, we had 18,101,822 shares of common stock outstanding. The number of shares of our common stock to be outstanding after the offering is based on actual shares outstanding, in each case as of September 11, 2026 and does not include:

•

848,796 shares of common stock issuable upon exercise of outstanding stock options; and

•

645,007 shares of our common stock reserved for future issuance under our stock compensation plans.

S-8

Summary Historical Financial Data

The following tables set forth select consolidated financial data for us at and for each of the years in the three-year period ended December 31, 2025 and at and for the six-month periods ended June 30, 2026, 2025 and 2024. The selected results of operations data for the years ended December 31, 2025, 2024 and 2023, and the selected balance sheet data as of December 31, 2025 and 2024, have been derived from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference in this prospectus supplement. The information for the six months ended June 30, 2026, 2025 and 2024 is unaudited. However, in the opinion of our management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. Historical results are not necessarily indicative of future results, and the results for the six months ended June 30, 2026 are not necessarily indicative of the results that might be expected for the full year.

You should read the following summary historical financial data with our consolidated financial statements and notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other detailed information appearing in our Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, each of which are incorporated by reference in this prospectus supplement.

Consolidated Statements of Financial Condition


	December 31,
	2025		2024
	(In Thousands, Except Share and Per Share Data)
ASSETS
Cash and amounts due from depository institutions	$	13,794	$	14,075
Interest-earning deposits		262,790		303,207

Total cash and cash equivalents		276,584		317,282

Interest-earning time deposits		735		735
Debt securities available for sale, at fair value (amortized cost of $129,646)		126,395		101,717
Equity investments, at fair value (amortized cost of $108,590)		9,172		9,472
Loans receivable, net of allowance for credit losses of $33,691 and $34,789, respectively		2,691,091		2,996,259
Federal Home Loan Bank of New York stock, at cost		14,176		24,272
Premises and equipment, net		12,056		12,569
Accrued interest receivable		13,834		15,176
Other real estate owned		5,000		—
Deferred income taxes		22,209		17,181
Goodwill and other intangibles		5,253		5,253
Operating lease right-of-use assets		10,660		12,686
Bank-owned life insurance (“BOLI”)		79,366		76,040
Other assets		12,935		10,476

Total Assets	$	3,279,466	$	3,599,118

S-9


	December 31,
	2025			2024
	(In Thousands, Except Share and Per Share Data)
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Non-interest-bearing deposits	$	531,140		$	520,387
Interest bearing deposits		2,142,433			2,230,471

Total deposits		2,673,573			2,750,858
FHLB Advances		235,000			455,361
Subordinated debentures		43,210			42,961
Operating lease liability		11,140			13,139
Other liabilities		12,259			12,874

Total Liabilities		2,975,182			3,275,193

COMMITMENTS AND CONTINGENCIES - SEE NOTE 17

STOCKHOLDERS’ EQUITY
Preferred stock: $0.01 par value, 10,000,000 shares authorized; issued and outstanding 2,548 shares of Series J 8.0% and Series K 6.0% (liquidation value $10,000 per share) noncumulative perpetual preferred stock at December 31, 2025 and 2,496 shares of Series J 8.0% and Series K 6.0% (liquidation value $10,000 per share) noncumulative perpetual preferred stock at December 31, 2024		—			—
Additional paid-in capital preferred stock		25,243			24,723
Common stock: no par value; 40,000,000 shares authorized, issued 20,508,183 and 20,296,748 at December 31, 2025 and December 31, 2024, respectively, outstanding 17,274,212 shares and 17,062,777 shares, at December 31, 2025 and December 31, 2024, respectively		—			—
Additional paid-in capital common stock		203,429			200,935
Retained earnings		116,415			141,853
Accumulated other comprehensive loss		(2,456	)		(5,239	)
Treasury stock, at cost, 3,233,971 and 3,233,971 shares at December 31, 2025 and December 31, 2024, respectively		(38,347	)		(38,347	)

Total Stockholders’ Equity		304,284			323,925

Total Liabilities and Stockholders’ Equity	$	3,279,466		$	3,599,118

S-10


	June 30, 2026			December 31, 2025
	(In Thousands, Except Share and Per Share Data, Unaudited)
ASSETS
Cash and amounts due from depository institutions	$	14,573		$	13,794
Interest-earning deposits		182,314			262,790

Total cash and cash equivalents		196,887			276,584

Interest-earning time deposits		735			735
Debt securities available for sale, at fair value		148,428			126,395
Equity investments, at fair value		3,851			9,172
Loans held for sale		10,777			—
Loans receivable, net of allowance for credit losses of $44,980 and $33,691, respectively		2,587,984			2,691,091
Federal Home Loan Bank of New York stock, at cost		9,048			14,176
Premises and equipment, net		11,737			12,056
Accrued interest receivable		14,661			13,834
Other real estate owned		5,000			5,000
Deferred income taxes, net		24,794			22,209
Goodwill and other intangibles		—			5,253
Operating lease right-of-use assets		10,479			10,660
Bank-owned life insurance (BOLI)		81,229			79,366
Other assets		12,516			12,935

Total Assets	$	3,118,126		$	3,279,466

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Non-interest-bearing deposits	$	514,648		$	531,140
Interest-bearing deposits		2,121,375			2,142,433

Total deposits		2,636,023			2,673,573
FHLB advances		125,000			235,000
Subordinated debentures		43,335			43,210
Operating lease liability		10,953			11,140
Other liabilities		10,896			12,259

Total Liabilities		2,826,207			2,975,182

STOCKHOLDERS’ EQUITY
Preferred stock: $0.01 par value, 10,000,000 shares authorized; issued and outstanding 2,548 shares Series J 8.0% and Series K 6.0% (liquidation value $10,000 per share) noncumulative perpetual preferred stock at June 30, 2026 and December 31, 2025		—			—
Additional paid-in capital preferred stock		25,243			25,243
Common stock: no par value; 40,000,000 shares authorized; issued 21,335,793 and 20,508,183 at June 30, 2026 and December 31, 2025, respectively, outstanding 18,101,822 and 17,274,212, at June 30, 2026 and December 31, 2025, respectively		—			—
Additional paid-in capital common stock		204,451			203,429
Retained earnings		103,225			116,415
Accumulated other comprehensive loss		(2,653	)		(2,456	)
Treasury stock, at cost, 3,233,971 shares at June 30, 2026 and December 31, 2025		(38,347	)		(38,347	)

Total Stockholders’ Equity		291,919			304,284

Total Liabilities and Stockholders’ Equity	$	3,118,126		$	3,279,466

S-11

Consolidated Statements of Operations


	Years Ended December 31,
	2025			2024			2023
	(In Thousands, Except for Per Share Data)
Interest and dividend income:
Loans, including fees	$	154,199		$	172,046		$	169,559
Mortgage-backed securities		2,941			1,378			880
Other investment securities		4,053			3,953			4,226
FHLB stock dividends and other interest-earning assets		11,766			16,632			13,695

Total interest and dividend income		172,959			194,009			188,360

Interest expense:
Deposits:
Demand and money market accounts		21,806			22,158			16,915
Savings and club		814			620			620
Certificates of deposit		38,502			55,442			39,157

		61,122			78,220			56,692
Borrowings		18,796			23,768			27,606

Total interest expense		79,918			101,988			84,298

Net interest income:		93,041			92,021			104,062
Provision for credit losses		42,011			11,570			6,104

Net interest income after provision for credit losses		51,030			80,451			97,958

Non-interest income:
Fees and service charges		4,962			4,717			5,334
BOLI income		3,326			2,633			1,751
Gain (loss) on sale of loans		29			(5,325	)		36
Gain on sales of other real estate owned		—			—			77
Realized and unrealized (loss) gain on equity investments		(300	)		379			(3,361	)
Other		538			536			251

Total non-interest income		8,555			2,940			4,088

Non-interest expense:
Salaries and employee benefits		31,400			28,229			30,827
Occupancy and equipment		10,404			10,247			10,340
Data processing service fees		7,919			6,960			6,968
Professional fees		3,093			2,416			2,735
Director fees		1,351			1,151			1,083
Regulatory assessments		3,287			3,530			3,585
Advertising and promotional		1,125			863			1,348
Other real estate owned, net		15,077			—			7
Other		4,227			3,725			3,698

Total non-interest expense		77,883			57,121			60,591

(Loss) Income before income tax (benefit) provision		(18,298	)		26,270			41,455
Income tax (benefit) provision		(5,771	)		7,647			11,972

Net (Loss) Income	$	(12,527	)	$	18,623		$	29,483
Preferred stock dividends		1,929			1,832			702

Net (Loss) Income available to common stockholders	$	(14,456	)	$	16,791		$	28,781

Net (Loss) Income per common share-basic and diluted
Basic	$	(0.84	)	$	0.99		$	1.71

Diluted	$	(0.84	)	$	0.99		$	1.70

Weighted average number of common shares outstanding
Basic		17,186			17,007			16,870

Diluted		17,186			17,018			16,932

S-12


	Six Months Ended June 30,
	2026			2025			2024
Interest and dividend income:	(In thousands, Except for Per Share Amounts, Unaudited)
Loans, including fees	$	71,734		$	77,577		$	87,758
Mortgage-backed securities		1,799			1,326			602
Other investment securities		2,103			2,025			1,981
FHLB stock and other interest earning assets		5,227			6,445			8,389

Total interest income		80,863			87,373			98,730

Interest expense:
Deposits:
Demand		10,583			11,002			10,606
Savings and club		248			368			318
Certificates of deposit		16,858			19,932			29,554

		27,689			31,302			40,478
Borrowings		6,992			10,964			11,470

Total interest expense		34,681			42,266			51,948

Net interest income		46,182			45,107			46,782
Provision for credit losses on loans		21,775			25,736			4,526

Net interest income after provision for credit losses on loans		24,407			19,371			42,256

Non-interest (loss) income:
Fees and service charges		2,504			2,478			2,334
BOLI income		1,863			1,394			1,346
(Loss) gain on sales of loans		(2,600	)		—			(4,806	)
Realized and unrealized losses on equity investments		(341	)		(223	)		(92	)
Other		205			218			93

Total non-interest (loss) income		1,631			3,867			(1,125	)

Non-interest expense:
Salaries and employee benefits		17,722			15,116			13,973
Occupancy and equipment		5,286			5,225			5,173
Data processing and communications		3,991			3,890			3,525
Professional fees		1,189			1,459			1,199
Director fees		490			731			531
Regulatory assessments		1,415			1,513			2,095
Advertising and promotional		689			395			469
Other real estate owned, net		280			—			—
Impairment of goodwill		5,253			—			—
Other		1,368			1,599			1,860

Total non-interest expense		37,683			29,928			28,825

(Loss) Income before income tax provision		(11,645	)		(6,690	)		12,306
Income tax (benefit) provision		(1,773	)		(1,930	)		3,623

Net (Loss) Income	$	(9,872	)	$	(4,760	)	$	8,683
Preferred stock dividends		482			964			882

Net (Loss) Income available to common stockholders	$	(10,354	)	$	(5,724	)	$	7,801

Net (Loss) Income per common share-basic and diluted
Basic	$	(0.60	)	$	(0.33	)	$	0.46

Diluted	$	(0.60	)	$	(0.33	)	$	0.46

Weighted average number of common shares outstanding
Basic		17,273			17,144			16,968

Diluted		17,273			17,144			16,968

S-13

Consolidated Statements of Comprehensive (Loss) Income


	Years Ended December 31,
	2025			2024			2023
	(In Thousands)
Net (Loss) Income	$	(12,527	)	$	18,623		$	29,483

Other comprehensive (loss) income, net of tax:
Available-for-sale debt securities:
Unrealized holding gains (losses) arising during the period		3,623			2,507			(1,493	)
Tax effects		(892	)		(618	)		355
Benefit Plans:
Actuarial gain		74			519			131
Income tax (expense) benefit		(22	)		(156	)		7

Net-of-tax amount		52			363			138

Total other comprehensive income (loss)		2,783			2,252			(1,000	)

Comprehensive (loss) income	$	(9,744	)	$	20,875

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents