# BCB Bancorp (BCBP) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 10, 2026, 1:58 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0001228454-26-000008
- OpenCapital page: https://www.opencapital.sh/filings/0001228454-26-000008
- Markdown URL: https://www.opencapital.sh/filings/0001228454-26-000008.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/0001228454-26-000008-index.htm

## Filing documents

- [10-Q (bcbp-20260630x10q.htm)](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630x10q.htm)
- [EX-10.1 (bcbp-20260630xex10_1.htm)](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex10_1.htm)
- [EX-31.1 (bcbp-20260630xex31_1.htm)](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex31_1.htm)
- [EX-31.2 (bcbp-20260630xex31_2.htm)](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex31_2.htm)
- [EX-32 (bcbp-20260630xex32.htm)](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex32.htm)

---

## 10-Q

SEC source: [bcbp-20260630x10q.htm](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630x10q.htm)

### UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

### FORM 10-Q

### (Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

### For the quarterly period ended June 30, 2026

### Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

### For the transition period from ___________ to ___________

### Commission File Number: 0-50275

### BCB Bancorp, Inc.

(Exact name of registrant as specified in its charter)

| New Jersey | 26-0065262 |
| --- | --- |
| (State or other jurisdiction ofincorporation or organization) | (IRS EmployerI.D. No.) |
| 104-110 Avenue C Bayonne, New Jersey | 07002 |
| (Address of principal executive offices) | (Zip Code) |

(201) 823-0700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year if changed since last report)

Securities registered pursuant to section 12(b) of the Securities and Exchange Act of 1934:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, no par value BCBP The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  T   Yes    o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x   Yes    o No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer x

Non-Accelerated Filer o Smaller Reporting Company x

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). o  Yes T  No

### APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 1, 2026, BCB Bancorp, Inc. had 18,101,822 shares of common stock, no par value, outstanding.

‎

BCB BANCORP INC. AND SUBSIDIARIES

### INDEX

- Page
- [PART I. CONSOLIDATED FINANCIAL INFORMATION](#Balance_Sheet)
- [Item 1. Consolidated Financial Statements](#Balance_Sheet)
- [Consolidated Statements of Financial Condition as of June 30, 2026 (unaudited) and December 31, 2025 (unaudited)](#Balance_Sheet) 1
- [Consolidated Statements of Operations for the three and six months ended June 30, 2026, 2025 and 2024 (unaudited)](#Income_Statement) 2
- [Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2026, 2025 and 2024 (unaudited)](#Comprehensive_Income) 3
- [Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026, 2025 and 2024 (unaudited)](#Equity) 4
- [Consolidated Statements of Cash Flows for the six months ended June 30, 2026, 2025 and 2024 (unaudited)](#Cash_Flow) 7
- [Notes to Unaudited Consolidated Financial Statements](#Notes) 8
- [Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item_2) 27
- [Item 3. Quantitative and Qualitative Disclosures about Market Risk](#Item_3) 36
- [Item 4. Controls and Procedures](#Item_4) 37
- [PART II. OTHER INFORMATION](#Part_II) 38
- [Item 1. Legal Proceedings](#Part_II_Item_1) 38
- [Item 1A. Risk Factors](#Part_II_Item_1A) 38
- [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#Part_II_Item_2) 39
- [Item 3. Defaults Upon Senior Securities](#Part_II_Item_3) 39
- [Item 4. Mine Safety Disclosures](#Part_II_Item_4) 39
- [Item 5. Other Information](#Part_II_Item_5) 39
- [Item 6. Exhibits](#Part_II_Item_6) 40
- [Signatures](#signature) 41

### PART I. CONSOLIDATED FINANCIAL INFORMATION

### ITEM I. CONSOLIDATED FINANCIAL STATEMENTS

## Item 1. Consolidated Financial Statements BCB BANCORP INC. AND SUBSIDIARIES

### Consolidated Statements of Financial Condition

_(In thousands, Except Share and Per Share Data, Unaudited)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| 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 |

See accompanying notes to unaudited consolidated financial statements.

‎

1

**BCB BANCORP INC. AND SUBSIDIARIES**

### Consolidated Statements of Operations

_(In thousands, Except for Per Share Amounts, Unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 |
| --- | --- | --- | --- | --- | --- | --- |
| Interest and dividend income: |  |  |  |  |  |  |
| Loans, including fees | $35,856 | $38,650 | $44,036 | $71,734 | $77,577 | $87,758 |
| Mortgage-backed securities | 960 | 765 | 297 | 1,799 | 1,326 | 602 |
| Other investment securities | 1,113 | 1,057 | 1,006 | 2,103 | 2,025 | 1,981 |
| FHLB stock and other interest earning assets | 2,532 | 2,709 | 4,106 | 5,227 | 6,445 | 8,389 |
| Total interest income | 40,461 | 43,181 | 49,445 | 80,863 | 87,373 | 98,730 |
| Interest expense: |  |  |  |  |  |  |
| Deposits: |  |  |  |  |  |  |
| Demand | 5,413 | 5,584 | 5,349 | 10,583 | 11,002 | 10,606 |
| Savings and club | 112 | 217 | 152 | 248 | 368 | 318 |
| Certificates of deposit | 8,266 | 9,170 | 14,571 | 16,858 | 19,932 | 29,554 |
|  | 13,791 | 14,971 | 20,072 | 27,689 | 31,302 | 40,478 |
| Borrowings | 3,325 | 5,108 | 5,734 | 6,992 | 10,964 | 11,470 |
| Total interest expense | 17,116 | 20,079 | 25,806 | 34,681 | 42,266 | 51,948 |
| Net interest income | 23,345 | 23,102 | 23,639 | 46,182 | 45,107 | 46,782 |
| Provision for credit losses on loans | 18,987 | 4,891 | 2,438 | 21,775 | 25,736 | 4,526 |
| Net interest income after provision for credit losses on loans | 4,358 | 18,211 | 21,201 | 24,407 | 19,371 | 42,256 |
| Non-interest (loss) income: |  |  |  |  |  |  |
| Fees and service charges | 1,313 | 1,305 | 1,119 | 2,504 | 2,478 | 2,334 |
| BOLI income | 917 | 786 | 671 | 1,863 | 1,394 | 1,346 |
| (Loss) gain on sales of loans | (2,607) | - | (4,851) | (2,600) | - | (4,806) |
| Realized and unrealized losses on equity investments | (248) | (108) | (222) | (341) | (223) | (92) |
| Other | 155 | 93 | 49 | 205 | 218 | 93 |
| Total non-interest (loss) income | (470) | 2,076 | (3,234) | 1,631 | 3,867 | (1,125) |
| Non-interest expense: |  |  |  |  |  |  |
| Salaries and employee benefits | 9,395 | 7,713 | 6,992 | 17,722 | 15,116 | 13,973 |
| Occupancy and equipment | 2,562 | 2,502 | 2,529 | 5,286 | 5,225 | 5,173 |
| Data processing and communications | 1,968 | 2,046 | 1,672 | 3,991 | 3,890 | 3,525 |
| Professional fees | 562 | 767 | 604 | 1,189 | 1,459 | 1,199 |
| Director fees | 244 | 313 | 254 | 490 | 731 | 531 |
| Regulatory assessments | 650 | 804 | 953 | 1,415 | 1,513 | 2,095 |
| Advertising and promotional | 489 | 216 | 253 | 689 | 395 | 469 |
| Other real estate owned, net | 130 | - | - | 280 | - | - |
| Impairment of goodwill | 5,253 | - | - | 5,253 | - | - |
| Other | 879 | 907 | 730 | 1,368 | 1,599 | 1,860 |
| Total non-interest expense | 22,132 | 15,268 | 13,987 | 37,683 | 29,928 | 28,825 |
| (Loss) Income before income tax provision | (18,244) | 5,019 | 3,980 | (11,645) | (6,690) | 12,306 |
| Income tax (benefit) provision | (3,468) | 1,455 | 1,163 | (1,773) | (1,930) | 3,623 |
| Net (Loss) Income | $(14,776) | $3,564 | $2,817 | $(9,872) | $(4,760) | $8,683 |
| Preferred stock dividends | - | 482 | 448 | 482 | 964 | 882 |
| Net (Loss) Income available to common stockholders | $(14,776) | $3,082 | $2,369 | $(10,354) | $(5,724) | $7,801 |
| Net (Loss) Income per common share-basic and diluted |  |  |  |  |  |  |
| Basic | $(0.85) | $0.18 | $0.14 | $(0.60) | $(0.33) | $0.46 |
| Diluted | $(0.85) | $0.18 | $0.14 | $(0.60) | $(0.33) | $0.46 |
| Weighted average number of common shares outstanding |  |  |  |  |  |  |
| Basic | 17,306 | 17,175 | 17,005 | 17,273 | 17,144 | 16,968 |
| Diluted | 17,306 | 17,175 | 17,005 | 17,273 | 17,144 | 16,968 |

See accompanying notes to unaudited consolidated financial statements.

2

**BCB BANCORP INC. AND SUBSIDIARIES**

### Consolidated Statements of Comprehensive Income (Loss)

_(In thousands, Unaudited)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 |
| --- | --- | --- | --- | --- | --- | --- |
| Net (Loss) Income | $(14,776) | $3,564 | $2,817 | $(9,872) | $(4,760) | $8,683 |
| Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |
| Available-for-sale debt securities: |  |  |  |  |  |  |
| Unrealized holding gains (losses) arising during the period | 200 | 226 | (227) | (261) | 1,513 | (404) |
| Tax effect | (49) | (56) | 56 | 64 | (373) | 100 |
| Other comprehensive income (loss), net of tax: | 151 | 170 | (171) | (197) | 1,140 | (304) |
| Comprehensive (loss) income | $(14,625) | $3,734 | $2,646 | $(10,069) | $(3,620) | $8,379 |

See accompanying notes to unaudited consolidated financial statements.

3

**BCB BANCORP INC. AND SUBSIDIARIES**

### Consolidated Statements of Changes in Stockholders’ Equity

_(In thousands, Except Share and Per Share Data, Unaudited)_

| Line item | Preferred‎Stock | Common‎Stock | Additional‎Paid-In‎Capital | Retained‎Earnings | Treasury‎Stock | Accumulated‎Other‎Comprehensive‎Income‎(Loss) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at January 1, 2026 | - | - | $228,672 | $116,415 | $(38,347) | $(2,456) | $304,284 |
| Net loss | - | - | - | (9,872) | - | - | (9,872) |
| Other comprehensive loss | - | - | - | - | - | (197) | (197) |
| Stock-based compensation expense | - | - | 474 | - | - | - | 474 |
| Dividends payable on Series J 8.0% and Series K 6.0% noncumulative perpetual preferred stock | - | - | - | (482) | - | - | (482) |
| Cash dividends on common stock ($0.16 per share declared) | - | - | - | (2,738) | - | - | (2,738) |
| Dividend reinvestment plan | - | - | 98 | (98) | - | - | - |
| Stock purchase plan | - | - | 450 | - | - | - | 450 |
| Balance at June 30, 2026 | - | - | $229,694 | $103,225 | $(38,347) | $(2,653) | $291,919 |
|  | Preferred‎Stock | Common‎Stock | Additional‎Paid-In‎Capital | Retained‎Earnings | Treasury‎Stock | Accumulated‎Other‎Comprehensive‎Income (Loss) | Total |
| Balance at April 1, 2026 | - | - | $229,119 | $119,412 | $(38,347) | $(2,804) | $307,380 |
| Net loss | - | - | - | (14,776) | - | - | (14,776) |
| Other comprehensive income | - | - | - | - | - | 151 | 151 |
| Stock-based compensation expense | - | - | 326 | - | - | - | 326 |
| Cash dividends on common stock ($0.08 per share declared) | - | - | - | (1,362) | - | - | (1,362) |
| Dividend reinvestment plan | - | - | 49 | (49) | - | - | - |
| Stock purchase plan | - | - | 200 | - | - | - | 200 |
| Balance at June 30, 2026 | - | - | $229,694 | $103,225 | $(38,347) | $(2,653) | $291,919 |

‎

4

**BCB BANCORP INC. AND SUBSIDIARIES**

### Consolidated Statements of Changes in Stockholders’ Equity

_(In thousands, Except Share and Per Share Data, Unaudited)_

| Line item | Preferred‎Stock | Common‎Stock | Additional‎Paid-In‎Capital | Retained‎Earnings | Treasury‎Stock | Accumulated‎Other‎Comprehensive‎Income‎(Loss) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at January 1, 2025 | - | - | $225,658 | $141,853 | $(38,347) | $(5,239) | $323,925 |
| Net loss | - | - | - | (4,760) | - | - | (4,760) |
| Other comprehensive loss | - | - | - | - | - | 1,140 | 1,140 |
| Issuance of Series K preferred stock | - | - | 520 | - | - | - | 520 |
| Stock-based compensation expense | - | - | 551 | - | - | - | 551 |
| Dividends payable on Series J 8.0% and Series K 6.0% noncumulative perpetual preferred stock | - | - | - | (964) | - | - | (964) |
| Cash dividends on common stock ($0.32 per share declared) | - | - | - | (5,347) | - | - | (5,347) |
| Dividend reinvestment plan | - | - | 155 | (155) | - | - | - |
| Stock Purchase Plan | - | - | 670 | - | - | - | 670 |
| Balance at June 30, 2025 | - | - | $227,554 | $130,627 | $(38,347) | $(4,099) | $315,735 |
|  | Preferred‎Stock | Common‎Stock | Additional‎Paid-In‎Capital | Retained‎Earnings | Treasury‎Stock | Accumulated‎Other‎Comprehensive‎Income (Loss) | Total |
| Balance at April 1, 2025 | - | - | $227,047 | $130,291 | $(38,347) | $(4,269) | $314,722 |
| Net income | - | - | - | 3,564 | - | - | 3,564 |
| Other comprehensive income | - | - | - | - | - | 170 | 170 |
| Stock-based compensation expense | - | - | 230 | - | - | - | 230 |
| Dividends payable on Series J 8.0% and Series K 6.0% noncumulative perpetual preferred stock | - | - | - | (482) | - | - | (482) |
| Cash dividends on common stock ($0.16 per share declared) | - | - | - | (2,668) | - | - | (2,668) |
| Dividend reinvestment plan | - | - | 78 | (78) | - | - | - |
| Stock Purchase Plan | - | - | 199 | - | - | - | 199 |
| Balance at June 30, 2025 | - | - | $227,554 | $130,627 | $(38,347) | $(4,099) | $315,735 |

‎

5

**BCB BANCORP INC. AND SUBSIDIARIES**

### Consolidated Statements of Changes in Stockholders’ Equity

_(In thousands, Except Share and Per Share Data, Unaudited)_

| Line item | Preferred‎Stock | Common‎Stock | Additional‎Paid-In‎Capital | Retained‎Earnings | Treasury‎Stock | Accumulated‎Other‎Comprehensive‎Income‎(Loss) | Total |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at January 1, 2024 | - | - | $223,966 | $135,927 | $(38,347) | $(7,491) | $314,055 |
| Net income | - | - | - | 8,683 | - | - | 8,683 |
| Other comprehensive loss | - | - | - | - | - | (304) | (304) |
| Issuance of Series J preferred stock | - | - | 3,360 | - | - | - | 3,360 |
| Stock-based compensation expense | - | - | 397 | - | - | - | 397 |
| Dividends payable on Series I 3.0% and Series J 8.0% noncumulative perpetual preferred stock | - | - | - | (882) | - | - | (882) |
| Cash dividends on common stock ($0.32 per share declared) | - | - | - | (5,202) | - | - | (5,202) |
| Dividend reinvestment plan | - | - | 217 | (217) | - | - | - |
| Stock Purchase Plan | - | - | 625 | - | - | - | 625 |
| Balance at June 30, 2024 | - | - | $228,565 | $138,309 | $(38,347) | $(7,795) | $320,732 |
|  | Preferred‎Stock | Common‎Stock | Additional‎Paid-In‎Capital | Retained‎Earnings | Treasury‎Stock | Accumulated‎Other‎Comprehensive‎Income (Loss) | Total |
| Balance at April 1, 2024 | - | - | $227,459 | $138,643 | $(38,347) | $(7,624) | $320,131 |
| Net income | - | - | - | 2,817 | - | - | 2,817 |
| Other comprehensive loss | - | - | - | - | - | (171) | (171) |
| Issuance of Series J preferred stock | - | - | 670 | - | - | - | 670 |
| Stock-based compensation expense | - | - | 202 | - | - | - | 202 |
| Dividends payable on Series I 3.0% and Series J 8.0% noncumulative perpetual preferred stock | - | - | - | (448) | - | - | (448) |
| Cash dividends on common stock ($0.16 per share declared) | - | - | - | (2,594) | - | - | (2,594) |
| Dividend reinvestment plan | - | - | 109 | (109) | - | - | - |
| Stock Purchase Plan | - | - | 125 | - | - | - | 125 |
| Balance at June 30, 2024 | - | - | $228,565 | $138,309 | $(38,347) | $(7,795) | $320,732 |

‎

6

**BCB BANCORP INC. AND SUBSIDIARIES**

### Consolidated Statements of Cash Flows

_(In thousands, Unaudited)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 |
| --- | --- | --- | --- |
| Cash Flows from Operating Activities: |  |  |  |
| Net (Loss) Income | $(9,872) | $(4,760) | $8,683 |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |  |  |
| Depreciation of premises and equipment | 822 | 763 | 895 |
| Amortization and accretion, net | (497) | (306) | (856) |
| Provision for credit losses | 21,775 | 25,736 | 4,526 |
| Deferred income tax (benefit) expense | (2,521) | (4,942) | 1,086 |
| Loans originated for sale | (470) | (848) | (2,815) |
| Proceeds from sales of loans | 478 | - | 2,799 |
| Loss (gain) on sales of loans | 2,600 | - | 4,806 |
| Gain on sale of fixed assets | - | - | (4) |
| Realized and unrealized losses on equity investments | 341 | 223 | 92 |
| Stock-based compensation expense | 474 | 551 | 397 |
| Increase in cash surrender value of BOLI | (1,863) | (1,394) | (1,346) |
| Impairment of goodwill | 5,253 | - | - |
| Net change in accrued interest receivable | (827) | (671) | (504) |
| Net change in other assets | 419 | 1,873 | 881 |
| Net change in accrued interest payable | (639) | (947) | (803) |
| Net change in other liabilities | (724) | 64 | (1,422) |
| Net Cash Provided by Operating Activities | 14,749 | 15,342 | 16,415 |
| Cash flows from investing activities: |  |  |  |
| Proceeds from repayments, calls, and maturities on securities available for sale | 12,314 | 9,853 | 1,396 |
| Purchases of securities | (34,586) | (37,402) | - |
| Proceeds from sale of fixed asset | - | - | 4 |
| Proceeds from sales of equity investments | 4,980 | - | - |
| Proceeds from the sale of portfolio loans | - | - | 2,014 |
| Net decrease in loans receivable | 68,541 | 111,159 | 73,726 |
| Additions to premises and equipment | (503) | (447) | (184) |
| Redemption (purchase) of Federal Home Loan Bank of New York stock | 5,128 | 5,510 | (84) |
| Net Cash Provided by Investing Activities | 55,874 | 88,673 | 76,872 |
| Cash flows from financing activities: |  |  |  |
| Net (decrease) increase in deposits | (37,550) | (89,324) | (43,841) |
| Repayment from Federal Home Loan Bank of New York Long Term Advances | (110,000) | (150,000) | - |
| Net change in Federal Home Loan Bank of New York Short Term Advances | - | 30,000 | - |
| Cash dividends paid on common stock | (2,738) | (5,347) | (5,202) |
| Cash dividends paid on preferred stock | (482) | (964) | (882) |
| Net proceeds from issuance of common stock | 450 | 670 | 625 |
| Net proceeds from issuance of preferred stock | - | 520 | 3,360 |
| Net Cash Used in Financing Activities | (150,320) | (214,445) | (45,940) |
| Net (Decrease) Increase in Cash and Cash Equivalents | (79,697) | (110,430) | 47,347 |
| Cash and Cash Equivalents-Beginning | 276,584 | 317,282 | 279,523 |
| Cash and Cash Equivalents-Ending | $196,887 | $206,852 | $326,870 |
| Supplementary Cash Flow Information: |  |  |  |
| Cash paid during the period for: |  |  |  |
| Income taxes | $664 | $1,056 | $2,429 |
| Interest | 35,319 | 43,214 | 52,751 |
| Transfer of loans receivable to loans held for sale | 13,385 | - | 38,402 |

See accompanying notes to unaudited consolidated financial statements.

‎

7

BCB Bancorp Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

### Note 1 – Basis of Presentation

BCB Bancorp, Inc. (the “Company”) is incorporated in the State of New Jersey and is a bank holding company. The common stock of the Company is listed on the NASDAQ Global Market and trades under the symbol “BCBP”.

The Company’s primary business is the ownership and operation of BCB Community Bank (the “Bank”). The Bank is a New Jersey based commercial bank which, as of June 30, 2026, operated at 26 locations in Bayonne, Edison, Fairfield, Hoboken, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, 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 principally engaged in the business of attracting deposits from the general public and using these deposits, together with borrowed funds, to invest in securities and to make loans collateralized by residential and commercial real estate and, to a lesser extent, business and consumer loans. The Bank has two active subsidiaries. BCB Holding Company Investment Corp. (the “New Jersey Investment Company”) was organized in January 2005 under New Jersey law as a New Jersey investment company primarily to hold investment and mortgage-backed securities. As a part of the merger with IA Bancorp, Inc. in 2018, the Company acquired Special Asset REO 1, LLC and Special Asset REO 2, LLC. The Bank changed the name of Special Asset REO 1, LLC to BCB Capital Finance Group, LLC in November 2023. This subsidiary is inactive. Special Asset REO 2, LLC had one foreclosed property at June 30, 2026, totaling $5.0 million.

The consolidated financial statements which include the accounts of the Company and its wholly-owned subsidiaries have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company operates as a single reportable segment under ASC 280, as the Chief Operating Decision Maker (“CODM”) reviews financial performance and allocates resources based on the consolidated results of the Company as a whole. The Company, through its bank subsidiary, provides banking services to individuals and companies primarily in New Jersey and New York. These services include commercial lending, residential lending, and consumer lending, checking, savings and time deposits, and cash management. The CODM primarily evaluates performance using net interest income and net income as reported in the consolidated statements of operations. The Company’s primary measure of profitability is net interest income, which represents interest earned on loans and investment securities, net of interest expense on deposits and borrowings. In addition, the CODM considers net income as a key measure of overall financial performance. The Company’s CODM is the President & Chief Executive Officer.

Other performance indicators regularly reviewed by management include:

Net Interest Margin (NIM) – Measures the profitability of interest-earning assets.

Return on Assets (ROA) and Return on Equity (ROE) – Evaluates efficiency and shareholder returns.

Efficiency Ratio – Assesses cost management by comparing non-interest expense to total revenue.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and, therefore, do not include all information that would be included in audited consolidated financial statements. The information furnished reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of consolidated financial condition and results of operations. All such adjustments are of a normal recurring nature. These results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, or any other future period. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated statement of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”). In preparing these consolidated financial statements, the Company evaluated the events and transactions that occurred between December 31, 2025 and the date these consolidated financial statements were issued.

Risks and Uncertainties - The occurrence of events which adversely affect the global, national and regional economies may have a negative impact on our business. Like other financial institutions, our business relies upon the ability and willingness of our customers to transact business with us. A strong and stable economy at each of the local, federal and global levels is often a critical component of consumer confidence and typically correlates positively with our customers’ ability and willingness to transact certain types of business with us. Local and global events outside of our control which disrupt the New Jersey, New York, United States and/or global economy may therefore negatively impact our business and financial condition.

### Note 2 - Recent Accounting Pronouncements

In November 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-08, Financial Instruments- Credit Losses (Topic 326): Purchased Loans. The amendment expands the gross-up approach to certain acquired loans defined as “purchased seasoned loans” (PSLs). For PSLs the allowance for credit losses is recognized at acquisition as an adjustment to amortized cost, eliminating Day-1 provision expense. The amendments are expected to enhance comparability and simplify application for institutions acquiring loan portfolios. The update is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The Company does not anticipate adoption having an impact on the consolidated financial statements.

### Note 3 – Reclassification

Certain amounts have been reclassified to conform to the current period’s presentation. These changes had no effect on the Company’s results of operations or financial position.

### Note 4 – Equity Compensation Arrangements

Inducement Award

On May 26, 2026, the Company’s Board of Directors approved the issuance of 709,220 shares of restricted stock as an inducement award to an executive officer of the Company and the Bank. The grant, which was made on June 5, 2026, was an inducement award, separate from the BCB Bancorp, Inc. 2023 Equity Incentive Plan, in compliance with NASDAQ Listing Rule 5635(c)(4). The restricted stock generally vests in five equal annual installments on December 31 of each year beginning December 31, 2026, and ending December 31, 2030, subject to the executive’s continued service and the terms of the award agreement which include earlier vesting in certain circumstances.

8

### Note 4 – Equity Compensation Arrangements (continued)

Equity Incentive Plans

The Company, under the plan approved by its shareholders on April 27, 2023 (“2023 Equity Incentive Plan”), authorized the issuance of up to 1,000,000 shares of common stock of the Company pursuant to grants of stock options, restricted stock awards, restricted stock units, and performance awards. Employees and Directors of the Company and the Bank are eligible to participate in the 2023 Equity Incentive Plan. All stock options are granted in the form of either “incentive” stock options or “non-qualified” stock options. Incentive stock options have certain tax advantages that must comply with the requirements of Section 422 of the Internal Revenue Code. Only employees are permitted to receive incentive stock options.

The Company, under the plan approved by its shareholders on April 26, 2018 (“2018 Equity Incentive Plan”), authorized the issuance of up to 1,000,000 shares of common stock of the Company pursuant to grants of stock options and restricted stock units. Employees and Directors of the Company and the Bank were eligible to participate in the 2018 Stock Plan. All stock options were granted in the form of either “incentive” stock options or “non-qualified” stock options. No further grants will be made under the 2018 Stock Plan.

The Company, under the plan approved by its shareholders on April 28, 2011 (“2011 Stock Plan”), authorized the issuance of up to 900,000 shares of common stock of the Company pursuant to grants of stock options. Employees and Directors of the Company and the Bank are eligible to participate in the 2011 Stock Plan. All stock options were granted in the form of either “incentive” stock options or “non-qualified” stock options. No options were permitted to be granted under the 2011 Stock Plan after April 28, 2021.

On February 10, 2026, awards of 47,616 shares of restricted stock, in aggregate were declared for members of the Board of Directors of the Bank and the Company, which vest over a 3-year period, commencing on the anniversary of the award date. Also, on April 22, 2026, an award of 4,226 shares of restricted stock was declared for a new member of the Board of Directors of the Bank and the Company, which vests over a 3-year period commencing on the anniversary of the award date.

On February 24, 2025, grants of 63,763 options, in aggregate, were declared for certain officers of the Bank and the Company, which vest over a 3-year period commencing on the first anniversary of the grant date. The exercise price was recorded as of close of business on February 24, 2025.

On February 3, 2025, awards of 43,773 shares of restricted stock, in aggregate were declared for members of the Board of Directors of the Bank and the company, which vest over a 1-year period, commencing on the anniversary of the award date.

On April 25, 2024, awards of 30,000 and 20,000 shares of restricted stock were declared for an executive officer of the Bank and the Company, which vest over a 2 and 3-year period, respectively, commencing on the anniversary date of the awards.

The following table presents a summary of the status of the Company’s restricted shares as of June 30, 2026 and 2025.

| Line item | Number of Shares Awarded | Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Non-vested at January 1, 2026 | $79,353 | 11.36 |
| Granted | 761,062 | 11.09 |
| Vested | (68,186) | 11.11 |
| Forfeited | - | - |
| Non-vested at June 30, 2026 | $772,229 | 11.12 |

| Line item | Number of Shares Awarded | Weighted Average Grant Date Fair Value |
| --- | --- | --- |
| Non-vested at January 1, 2025 | $84,800 | 12.38 |
| Granted | 43,773 | 10.66 |
| Vested | (44,530) | 12.69 |
| Forfeited | - | - |
| Non-vested at June 30, 2025 | $84,043 | 11.32 |

Restricted stock expense for the six months ended June 30, 2026, June 30, 2025 and June 30, 2024 was $405,000, $461,000 and $341,000, respectively. Expected future expenses relating to the non-vested restricted shares outstanding as of June 30, 2026 was approximately $7.747 million over a weighted average period of 4.36 years.

The following table presents a summary of the status of the Company’s outstanding stock option awards as of June 30, 2026.

| Line item | Number of Option Shares | Range of Exercise Prices | Weighted Average Exercise Price |
| --- | --- | --- | --- |
| Outstanding at January 1, 2026 | $875,738 | $9.91-13.68 | 11.72 |
| Options granted | - | - | - |
| Options exercised | (26,942) | 9.91 | 9.91 |
| Options forfeited | - | - | - |
| Options expired | - | - | - |
| Outstanding at June 30, 2026 | $848,796 | $9.91-13.68 | 11.77 |

As of June 30, 2026, stock options which were granted and were exercisable totaled 794,249. It is the Company’s policy to issue new shares upon a stock option exercise.

Compensation expense for the six months ended June 30, 2026, June 30, 2025, and June 30, 2024 was $68,000, $90,000 and $56,000, respectively. Expected future compensation expense relating to the 54,547 shares of unvested options outstanding as of June 30, 2026 was $119,000 over a weighted average period of 1.41 years.

9

### Note 5 – Net (Loss) Income per Common Share

Basic net income (loss) per common share is computed by dividing net income less dividends on preferred stock by the weighted average number of shares of common stock outstanding. The diluted net income per common share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effects of outstanding stock options and unvested restricted stock, if dilutive, using the treasury stock method. Dilution is not applicable in periods of net loss. For the three and six months ended June 30, 2026, 2025 and 2024, the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options and restricted stock . There were 1,558,000, 958,000 and 920,000 outstanding options and restricted stock considered to be anti-dilutive for the three months ended June 30, 2026, 2025 and 2024, respectively. There were 1,562,000, 958,000 and 912,000 outstanding options and restricted stock considered to be anti-dilutive for the six months ended June 30, 2026, 2025 and 2024, respectively.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:

_(In Thousands, except per share data)_

| Line item | For the Three Months Ended June 30, 2026 / Income / (Numerator) | For the Three Months Ended June 30, 2026 / Shares / (Denominator) | For the Three Months Ended June 30, 2026 / Per Share / Amount | For the Three Months Ended June 30, 2025 / Income / (Numerator) | For the Three Months Ended June 30, 2025 / Shares / (Denominator) | For the Three Months Ended June 30, 2025 / Per Share / Amount | For the Three Months Ended June 30, 2024 / Income / (Numerator) | For the Three Months Ended June 30, 2024 / Shares / (Denominator) | For the Three Months Ended June 30, 2024 / Per Share / Amount |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Basic earnings (loss) per share: |  |  |  |  |  |  |  |  |  |
| (Loss) Income available to common stockholders | $(14,776) | $17,306 | $(0.85) | 3,082 | $17,175 | $0.18 | 2,369 | $17,005 | 0.14 |
| Effect of dilutive securities: |  |  |  |  |  |  |  |  |  |
| Stock options | - | - |  | - | - |  | - | - |  |
| Diluted (loss) earnings per share: |  |  |  |  |  |  |  |  |  |
| (Loss) Income available to common stockholders | $(14,776) | $17,306 | $(0.85) | 3,082 | $17,175 | $0.18 | 2,369 | $17,005 | 0.14 |

_(In Thousands, except per share data)_

| Line item | For the Six Months Ended June 30, 2026 / Income / (Numerator) | For the Six Months Ended June 30, 2026 / Shares / (Denominator) | For the Six Months Ended June 30, 2026 / Per Share / Amount | For the Six Months Ended June 30, 2025 / Income / (Numerator) | For the Six Months Ended June 30, 2025 / Shares / (Denominator) | For the Six Months Ended June 30, 2025 / Per Share / Amount | For the Six Months Ended June 30, 2024 / Income / (Numerator) | For the Six Months Ended June 30, 2024 / Shares / (Denominator) | For the Six Months Ended June 30, 2024 / Per Share / Amount |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Basic earnings (loss) per share: |  |  |  |  |  |  |  |  |  |
| (Loss) Income available to common stockholders | $(10,354) | $17,273 | $(0.60) | (5,724) | $17,144 | $(0.33) | 7,801 | $16,968 | 0.46 |
| Effect of dilutive securities: |  |  |  |  |  |  |  |  |  |
| Stock options | - | - |  | - | - |  | - | - |  |
| Diluted (loss) earnings per share: |  |  |  |  |  |  |  |  |  |
| (Loss) Income available to common stockholders | $(10,354) | $17,273 | $(0.60) | (5,724) | $17,144 | $(0.33) | 7,801 | $16,968 | 0.46 |

### Note 6 - Securities

Equity Securities

Equity securities are defined to include (a) preferred, common and other ownership interests in entities including partnerships, joint ventures and limited liability companies and (b) rights to acquire or dispose of ownership interest in entities at fixed or determinable prices.

The following is a summary of unrealized and realized gains and losses recognized in net income (loss) on equity securities during the three and six months ended June 30, 2026, 2025 and 2024:

| (In Thousands) | For the three months ended June 30, 2026 | For the three months ended June 30, 2025 | For the three months ended June 30, 2024 | For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 |
| --- | --- | --- | --- | --- | --- | --- |
| Net losses recognized during the period on equity securities held at the reporting date | $(172) | $(108) | $(222) | $(265) | $(223) | $(92) |
| Net losses recognized during the period on equity securities sold during the period | (76) | - | - | (76) | - | - |
| Realized and unrealized losses on equity investments during the reporting period | $(248) | $(108) | $(222) | $(341) | $(223) | $(92) |

‎

10

### Note 6 - Securities (continued)

Debt Securities Available for Sale

The following tables present by maturity the amortized cost, gross unrealized gains and losses on, and fair value of, securities available for sale as of June 30, 2026 and December 31, 2025:

_June 30, 2026 · (In Thousands)_

| Line item | Amortized / Cost | Gross / Unrealized / Gains | Gross / Unrealized / Losses | Fair Value |
| --- | --- | --- | --- | --- |
| Residential Mortgage-backed securities: |  |  |  |  |
| More than one to five years | $978 | - | $43 | $935 |
| More than five to ten years | 1,154 | - | 50 | 1,104 |
| More than ten years | 82,993 | 290 | 2,977 | 80,306 |
| Sub-total: | 85,125 | 290 | 3,070 | 82,345 |
| Corporate Debt securities: |  |  |  |  |
| Due within one year | 500 | - | - | 500 |
| More than one to five years | 14,292 | 46 | 210 | 14,128 |
| More than five to ten years | 52,022 | 388 | 955 | 51,455 |
| Sub-total: | 66,814 | 434 | 1,165 | 66,083 |
| Total securities | $151,939 | $724 | $4,235 | $148,428 |

_December 31, 2025 · (In Thousands)_

| Line item | Amortized / Cost | Gross / Unrealized / Gains | Gross / Unrealized / Losses | Fair Value |
| --- | --- | --- | --- | --- |
| Residential Mortgage-backed securities: |  |  |  |  |
| More than one to five years | $754 | - | $23 | $731 |
| More than five to ten years | 1,787 | - | 64 | 1,723 |
| More than ten years | 74,040 | 591 | 2,599 | 72,032 |
| Sub-total: | 76,581 | 591 | 2,686 | 74,486 |
| Corporate Debt securities: |  |  |  |  |
| More than one to five years | 15,791 | 99 | 194 | 15,696 |
| More than five to ten years | 32,274 | 135 | 1,209 | 31,200 |
| More than ten years | 5,000 | 13 | - | 5,013 |
| Sub-total: | 53,065 | 247 | 1,403 | 51,909 |
| Total securities | $129,646 | $838 | $4,089 | $126,395 |

‎

11

### Note 6 - Securities (continued)

The unrealized losses, categorized by the length of time of continuous loss position, and fair value of related securities available for sale were as follows:

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 12 Months or Less |  |  |  | More than 12 Months |  |  |  | Total |  |  |  |
|  | Fair |  | Unrealized |  | Fair |  | Unrealized |  | Fair |  | Unrealized |  |
|  | Value |  | Losses |  | Value |  | Losses |  | Value |  | Losses |  |
|  | (In Thousands) |  |  |  |  |  |  |  |  |  |  |  |
| June 30 2026 |  |  |  |  |  |  |  |  |  |  |  |  |
| Residential mortgage-backed securities | $ | $31,103 | $ | $269 | $ | $25,388 | $ | $2,801 | $ | $56,491 | $ | $3,070 |
| Corporate Debt securities |  | 11,627 |  | 123 |  | 30,220 |  | 1,042 |  | 41,847 |  | 1,165 |
|  | $ | $42,730 | $ | $392 | $ | $55,608 | $ | $3,843 | $ | $98,338 | $ | $4,235 |
| December 31, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |
| Residential mortgage-backed securities | $ | $10,908 | $ | $37 | $ | $27,036 | $ | $2,649 | $ | $37,944 | $ | $2,686 |
| Corporate Debt securities |  | - |  | - |  | 30,859 |  | 1,403 |  | 30,859 |  | 1,403 |
|  | $ | $10,908 | $ | $37 | $ | $57,895 | $ | $4,052 | $ | $68,803 | $ | $4,089 |

### Note 7 - Loans Receivable and Allowance for Credit Losses

The following tables present the recorded investment in loans receivable as of June 30, 2026 and December 31, 2025 by segment and class:

_(In Thousands)_

| Line item | June 30, 2026 | December 31, 2025 |
| --- | --- | --- |
| Residential one-to-four family | $218,750 | $226,708 |
| Commercial and multi-family (1) | 2,009,865 | 2,040,768 |
| Cannabis related (2) | 69,190 | 69,293 |
| Construction (1) | 33,298 | 68,521 |
| Commercial business (1) (3) | 157,523 | 168,459 |
| Business express | 68,949 | 74,862 |
| Home equity (4) | 73,935 | 74,332 |
| Consumer | 3,401 | 3,580 |
|  | 2,634,911 | 2,726,523 |
| Less: |  |  |
| Deferred loan fees, net | (1,947) | (1,741) |
| Allowance for credit losses | (44,980) | (33,691) |
| Total Loans, net | $2,587,984 | $2,691,091 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

‎

12

### Note 7 – Loans Receivable and Allowance for Credit Losses (Continued)

Allowance for Credit Losses

The Company engages a third-party vendor to assist in the CECL calculation and has established a robust internal governance framework to oversee the quarterly estimation process for the allowance for credit losses (“ACL”). The ACL calculation methodology relies on regression-based discounted cash flow (“DCF”) models that correlate relationships between certain financial metrics and external market and macroeconomic variables. Following are some of the key factors and assumptions that are used in the Company’s CECL calculations:  
‎

methods based on probability of default and loss given default which are modeled based on macroeconomic scenarios;

a reasonable and supportable forecast period determined based on management’s current review of macroeconomic environment;

a reversion period after the reasonable and supportable forecast period;

estimated prepayment rates based on the Company’s historical experience and future macroeconomic environment;

estimated credit utilization rates based on the Company’s historical experience and future macroeconomic environment; and

incorporation of qualitative factors not captured within the modeled results. The qualitative factors include but are not limited to changes in lending policies, business conditions, changes in the nature and size of the portfolio, portfolio concentrations, and external factors such as competition.

‎Allowance for credit losses are aggregated for the major loan segments, with similar risk characteristics, summarized below. However, for the purposes of calculating the reserves, these segments may be further broken down into loan classes by risk characteristics that include but are not limited to regulatory call codes, industry type, geographic location, and collateral type.

Residential one-to-four family real estate loans involve certain risks such as interest rate risk and risk of non-repayment. Adjustable-rate residential real estate loans decrease the interest rate risk to the Bank that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying properties may be adversely affected by higher interest rates. Repayment risk may be affected by a number of factors including, but not necessarily limited to, job loss, divorce, illness and personal bankruptcy of the borrower.

Commercial and multi-family real estate lending entails additional risks as compared with one-to-four family residential real estate lending. Such loans typically involve large loan balances to single borrowers or groups of related borrowers. The payment experience on such loans is typically dependent on the successful operation of the real estate project. Loans secured by commercial and multi-family real estate are generally larger and involve a greater degree of risk than one-to-four family residential mortgage loans. The borrower’s creditworthiness, as well as the property’s continued viability and cash flow potential are of primary concern in commercial and multi-family real estate lending. Commercial loans secured by owner occupied properties involve different risks when measured against one-to-four family residential and non-owner-occupied commercial mortgage loans. Cash flow on owner occupied properties is often dependent on the success of the business operation contained within the subject property. The success of such projects is sensitive to changes in supply and demand conditions in the market for commercial real estate as well as general economic conditions.

Cannabis related loans include commercial and multi-family, construction, and commercial business loans to borrowers involved in the cannabis industry, and have the risks inherent in such loan types discussed herein in addition to risk inherent in this industry. While medical use cannabis and recreational use businesses are legal in numerous states, including our primary markets of New Jersey and New York, such businesses are not legal at the federal level and marijuana remains a Schedule I drug under the Controlled Substances Act of 1970. Federal prosecutors have significant discretion and there can be no assurance that the federal prosecutors will not choose to strictly enforce the federal laws governing cannabis. Any change in the federal government’s enforcement position could potentially subject our borrowers to criminal prosecution and other sanctions, which would have a material adverse effect on their businesses. Cannabis-related loans present greater repayment and credit risk than similar loans to borrowers outside the cannabis industry. Cannabis-related businesses are generally not able to seek protection under federal bankruptcy law, which may limit a borrower’s ability to reorganize its obligations in the event of financial distress and increases the risk that the Bank will not recover the full amortized cost of a loan upon default. In addition, providing banking services to cannabis-related businesses subjects the Bank to enhanced obligations under the Bank Secrecy Act and related anti-money laundering regulations, including specialized customer due diligence and ongoing monitoring requirements, and the filing of suspicious activity reports specific to marijuana-related accounts. Compliance with these heightened requirements increases the Bank’s operational costs and regulatory risk. These factors, combined with the industry’s sensitivity to state regulatory and pricing volatility, may result in higher loss severities on cannabis-related loans as compared to the Bank’s other loan segments.

Construction lending is generally considered to involve a greater degree of risk compared to other forms of commercial lending due to the concentration of principal in a limited number of loans and borrowers and the effects of the general economic conditions on developers and builders. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property’s value at completion of the project and the estimated cost (including interest) of the project. The nature of these loans is such that they are generally difficult to evaluate and monitor. In addition, speculative construction loans to a builder are not necessarily pre-sold and thus pose a greater potential risk to the Bank than construction loans to individuals on their personal residence.

Commercial business lending, including lines of credit, is generally considered higher risk due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on the business. Commercial business loans are primarily secured by inventories and other business assets. In many cases, any repossessed collateral for a defaulted commercial business loan will not provide an adequate source of repayment of the outstanding loan balance. The Bank has further segregated its commercial business portfolio into commercial business express loans that carry higher risk relative to other commercial business loans. The Bank had originated commercial business express loans to support small business owners coming out of the COVID crisis. The portfolio consists of a large number of loans with a majority of the loans carrying a balance of $250,000 or lower. These loans were generally originated to provide businesses with expedited access to capital. As a result, the loans may involve characteristics that differ materially from the Bank’s traditional commercial business lending activities and may carry a higher risk profile relative to other commercial business loans. In many cases, these loans are unsecured and were underwritten using processes tailored to address borrowers’ immediate liquidity needs, which may not have involved the same level of financial analysis and ability-to-repay assessment typically applied to the Bank’s broader commercial business loan portfolio. Accordingly, this portfolio is subject to heightened repayment risk and may be more vulnerable to adverse economic or borrower-specific developments than the Bank’s traditional commercial business lending portfolio.

Home equity lending entails certain risks such as interest rate risk and risk of non-repayment. The marketability of the underlying property may be adversely affected by higher interest rates, decreasing the collateral value securing the loan. Repayment risk can be affected by job loss, divorce, illness and personal bankruptcy of the borrower. Home equity line of credit lending entails securing an equity interest in the borrower’s home. In many cases, the Bank’s position in these loans is as a junior lien holder to another institution’s superior lien. This type of lending is often priced on an adjustable rate basis with the rate set at or above a predefined index. Adjustable-rate loans decrease the interest rate risk to the Bank that is associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default.  
‎

Other consumer loans generally have increased credit risk because of the type and nature of the collateral and, in certain cases, the absence of collateral. Consumer loans generally have shorter terms and higher interest rates than other lending. In addition, consumer lending collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness and personal bankruptcy. In many cases, any repossessed collateral for a defaulted consumer loan will not provide an adequate source of repayment of the outstanding loan.

13

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following tables set forth the activity in the Company’s allowance for credit losses on loans for the three and six months ended June 30, 2026, and the related portion of the allowance for credit losses that is allocated to each loan class, as of June 30, 2026 (in thousands):

| Line item | Residential | Commercial & Multi-family (1) | Cannabis Related (2) | Construction (1) | Commercial Business (1)(3) | Business Express | Home Equity (4) | Consumer | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for credit losses: |  |  |  |  |  |  |  |  |  |
| Beginning Balance, April 1, 2026 | $1,776 | 12,633 | $1,467 | $695 | $5,248 | $10,110 | $634 | $15 | $32,578 |
| Charge-offs | - | (94) | - | - | (6,331) | (1,064) | - | - | (7,489) |
| Recoveries | - | - | - | - | 514 | 390 | - | - | 904 |
| Provision (benefit) | 128 | 1,420 | 27 | (353) | 16,661 | 1,041 | 63 | - | 18,987 |
| Ending Balance, June 30, 2026 | 1,904 | 13,959 | 1,494 | 342 | 16,092 | 10,477 | 697 | 15 | 44,980 |
| Ending Balance attributable to loans: |  |  |  |  |  |  |  |  |  |
| Individually evaluated | - | 3,163 | - | - | 1,355 | 579 | - | - | 5,097 |
| Collectively evaluated | 1,904 | 10,796 | 1,494 | 342 | 14,737 | 9,898 | 697 | 15 | 39,883 |
| Ending Balance, June 30, 2026 | 1,904 | 13,959 | 1,494 | 342 | 16,092 | 10,477 | 697 | 15 | 44,980 |
| Loans Receivables: |  |  |  |  |  |  |  |  |  |
| Individually evaluated | 900 | 114,848 | - | 2,587 | 5,745 | 579 | 173 | - | 124,832 |
| Collectively evaluated | 217,850 | 1,895,017 | 69,190 | 30,711 | 151,778 | 68,370 | 73,762 | 3,401 | 2,510,079 |
| Total Gross Loans: | $218,750 | 2,009,865 | $69,190 | $33,298 | $157,523 | $68,949 | $73,935 | $3,401 | $2,634,911 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

| Line item | Residential | Commercial & Multi-family (1) | Cannabis Related (2) | Construction (1) | Commercial Business (1)(3) | Business Express | Home Equity (4) | Consumer | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for credit losses: |  |  |  |  |  |  |  |  |  |
| Beginning Balance, January 1, 2026 | $1,776 | 12,057 | $1,477 | $668 | $6,676 | $10,390 | 632 | $15 | $33,691 |
| Charge-offs | (2) | (2,699) | - | - | (7,305) | (1,598) | - | - | (11,604) |
| Recoveries | - | - | - | - | 664 | 454 | - | - | 1,118 |
| Provision (benefit) | 130 | 4,601 | 17 | (326) | 16,057 | 1,231 | 65 | - | 21,775 |
| Ending Balance, June 30, 2026 | $1,904 | 13,959 | $1,494 | $342 | $16,092 | $10,477 | 697 | $15 | $44,980 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

The increase in the allowance for credit losses on loans during the three and six months ended June 30, 2026 is primarily due to additional reserves with the commercial business segment as a result of continued credit deterioration.

‎

14

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following tables set forth the activity in the Company’s allowance for credit losses on loans for the three and six months ended June 30, 2025, and the related portion of the allowance for credit losses that is allocated to each loan class, as of June 30, 2025 (in thousands): 

| Line item | Residential | Commercial & Multi-family (1) | Cannabis Related (2) | Construction (1) | Commercial Business (1)(3) | Business Express | Home Equity (4) | Consumer | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for credit losses: |  |  |  |  |  |  |  |  |  |
| Beginning Balance, April 1, 2025 | $1,790 | 10,076 | $14,836 | $1,544 | $11,763 | $10,882 | $579 | $14 | $51,484 |
| Charge-offs | - | (85) | - | - | (1,830) | (4,115) | - | - | (6,030) |
| Recoveries | 9 | - | - | - | 2 | 302 | - | - | 313 |
| Provision (benefit) | 38 | 2,428 | 16 | 363 | (1,037) | 3,024 | 56 | 3 | 4,891 |
| Ending Balance, June 30, 2025 | 1,837 | 12,419 | 14,852 | 1,907 | 8,898 | 10,093 | 635 | 17 | 50,658 |
| Ending Balance attributable to loans: |  |  |  |  |  |  |  |  |  |
| Individually evaluated | - | 2,143 | 13,714 | - | 4,071 | 4,436 | - | - | 24,364 |
| Collectively evaluated | 1,837 | 10,276 | 1,138 | 1,907 | 4,827 | 5,657 | 635 | 17 | 26,294 |
| Ending Balance, June 30, 2025 | 1,837 | 12,419 | 14,852 | 1,907 | 8,898 | 10,093 | 635 | 17 | 50,658 |
| Loans Receivables: |  |  |  |  |  |  |  |  |  |
| Individually evaluated | 1,142 | 97,044 | 33,512 | 2,048 | 14,559 | 4,436 | 687 | - | 153,428 |
| Collectively evaluated | 229,775 | 1,991,073 | 69,495 | 109,322 | 210,241 | 77,085 | 70,900 | 2,075 | 2,759,966 |
| Total Gross Loans: | $230,917 | 2,088,117 | $103,007 | $111,370 | $224,800 | $81,521 | $71,587 | $2,075 | $2,913,394 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

| Line item | Residential | Commercial & Multi-family (1) | Cannabis Related (2) | Construction (1) | Commercial Business (1)(3) | Business Express | Home Equity (4) | Consumer | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for credit losses: |  |  |  |  |  |  |  |  |  |
| Beginning Balance, January 1, 2025 | $1,947 | 10,451 | $1,613 | $1,902 | $10,497 | $7,769 | 594 | $16 | $34,789 |
| Charge-offs | - | (340) | - | - | (1,848) | (8,040) | - | - | (10,228) |
| Recoveries | 34 | - | - | - | 4 | 323 | - | - | 361 |
| Provision (benefit) | (144) | 2,308 | 13,239 | 5 | 245 | 10,041 | 41 | 1 | 25,736 |
| Ending Balance, June 30, 2025 | $1,837 | 12,419 | $14,852 | $1,907 | $8,898 | $10,093 | 635 | $17 | $50,658 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

15

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table sets forth the activity in the allowance for credit losses on loans and amount recorded in loans receivable at and for the year ended December 31, 2025. The table also details the amount of total loans receivable that are evaluated individually and collectively, and the related portion of the allowance for credit losses that is allocated to each loan class (in thousands):

| Line item | Residential | Commercial & Multi-family (1) | Cannabis Related (2) | Construction (1) | Commercial ‎Business (1) (3) | Business Express | Home Equity (4) | Consumer | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Allowance for credit losses: |  |  |  |  |  |  |  |  |  |
| Beginning Balance, January 1, 2025 | $1,947 | 10,451 | $1,613 | $1,902 | $10,497 | $7,769 | $594 | $16 | $34,789 |
| Charge-offs | - | (1,183) | (12,756) | - | (19,457) | (11,328) | - | - | (44,724) |
| Recoveries | 75 | - | - | - | 7 | 1,533 | - | - | 1,615 |
| Provision (benefit) | (246) | 2,789 | 12,620 | (1,234) | 15,629 | 12,416 | 38 | (1) | 42,011 |
| Ending Balance, December 31, 2025 | $1,776 | 12,057 | $1,477 | $668 | $6,676 | $10,390 | $632 | $15 | $33,691 |
| Ending Balance attributable to loans: |  |  |  |  |  |  |  |  |  |
| Individually evaluated | - | 2,657 | - | - | $2,938 | $998 | - | - | $6,593 |
| Collectively evaluated | 1,776 | 9,400 | 1,477 | 668 | 3,738 | 9,392 | 632 | 15 | 27,098 |
| Ending Balance, December 31, 2025 | $1,776 | 12,057 | $1,477 | $668 | $6,676 | $10,390 | $632 | $15 | $33,691 |
| Loans Receivables: |  |  |  |  |  |  |  |  |  |
| Individually evaluated | $1,392 | 130,581 | - | $18,888 | $10,073 | $998 | $294 | - | $162,226 |
| Collectively evaluated | 225,316 | 1,910,187 | 69,293 | 49,633 | 158,386 | 73,864 | 74,038 | 3,580 | 2,564,297 |
| Total Gross Loans: | $226,708 | 2,040,768 | $69,293 | $68,521 | $168,459 | $74,862 | $74,332 | $3,580 | $2,726,523 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

16

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following tables present the activity in the allowance for credit losses on off-balance sheet exposures for the three and six months ended June 30, 2026, 2025, and 2024.

_(In thousands)_

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 |
| --- | --- | --- | --- |
| Allowance for Credit Losses: |  |  |  |
| Beginning balance at January 1 | $410 | $703 | 759 |
| Benefit for credit losses | (124) | (16) | (156) |
| Ending balance at June 30 | $286 | $687 | 603 |

_(In thousands)_

| Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 |
| --- | --- | --- | --- |
| Allowance for Credit Losses: |  |  |  |
| Beginning balance at January 1 | $830 | $813 | 694 |
| Benefit for credit losses | (544) | (126) | (91) |
| Ending balance at June 30 | $286 | $687 | 603 |

The following table sets forth the delinquency status of total loans receivable as of June 30, 2026:

| Line item |  |  |  |  | Greater Than | Greater Than |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 30-59 Days |  | 60-90 Days |  | 90 Days |  | Total Past |  |  | Total Loans |  |
|  | Past Due |  | Past Due |  | Past Due |  | Due |  | Current | Receivable |  |
|  |  | (In Thousands) |  |  |  |  |  |  |  |  |  |
| Residential one-to-four family | $ | $5,073 | $ | - | $ | $302 | $ | $5,375 | 213,375 | $ | $218,750 |
| Commercial and multi-family (1) |  | 46,447 |  | 6,112 |  | 47,391 |  | 99,950 | 1,909,915 |  | 2,009,865 |
| Cannabis related (2) |  | - |  | - |  | - |  | - | 69,190 |  | 69,190 |
| Construction (1) (5) |  | - |  | - |  | 2,587 |  | 2,587 | 30,711 |  | 33,298 |
| Commercial business (1) (3) |  | 2,703 |  | 2,747 |  | 4,781 |  | 10,231 | 147,292 |  | 157,523 |
| Business express |  | 2,391 |  | 97 |  | - |  | 2,488 | 66,461 |  | 68,949 |
| Home equity (4) |  | 1,828 |  | 51 |  | 159 |  | 2,038 | 71,897 |  | 73,935 |
| Consumer |  | - |  | 90 |  | - |  | 90 | 3,311 |  | 3,401 |
| Total | $ | $58,442 | $ | $9,097 | $ | $55,220 | $ | $122,759 | 2,512,152 | $ | $2,634,911 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

(5) Excludes Held for sale loans.

The following table sets forth the delinquency status of total loans receivable at December 31, 2025:

| Line item |  |  |  |  | Greater Than | Greater Than |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | 30-59 Days |  | 60-90 Days |  | 90 Days |  | Total Past |  |  | Total Loans |  |
|  | Past Due |  | Past Due |  | Past Due |  | Due |  | Current | Receivable |  |
|  |  | (In Thousands) |  |  |  |  |  |  |  |  |  |
| Residential one-to-four family | $ | $4,342 | $ | $279 | $ | $594 | $ | $5,215 | 221,493 | $ | $226,708 |
| Commercial and multi-family (1) |  | 17,600 |  | 3,296 |  | 51,979 |  | 72,875 | 1,967,893 |  | 2,040,768 |
| Cannabis related (2) |  | - |  | - |  | - |  | - | 69,293 |  | 69,293 |
| Construction (1) |  | - |  | - |  | 4,897 |  | 4,897 | 63,624 |  | 68,521 |
| Commercial business (1) (3) |  | 8,583 |  | 1,041 |  | 2,975 |  | 12,599 | 155,860 |  | 168,459 |
| Business express |  | 1,961 |  | - |  | - |  | 1,961 | 72,901 |  | 74,862 |
| Home equity (4) |  | 1,289 |  | 65 |  | 231 |  | 1,585 | 72,747 |  | 74,332 |
| Consumer |  | - |  | - |  | - |  | - | 3,580 |  | 3,580 |
| Total | $ | $33,775 | $ | $4,681 | $ | $60,676 | $ | $99,132 | 2,627,391 | $ | $2,726,523 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

‎

17

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

Modifications

The following tables present the amortized cost basis of loans to borrowers experiencing financial difficulty that were modified during the three and six months ended June 30, 2026 and 2025 by loan category and type of concession granted and by payment status.

_For the Three Months Ended June 30, 2026 · (In Thousands)_

| Line item | Number | Payment Delay | Term Extension | Rate Reduction & Term Extension | Total Principal | % of Total Class of Financing Receivable |
| --- | --- | --- | --- | --- | --- | --- |
| Residential one-to-four family | $1 | - | - | $135 | 135 | 0.06% |
| Total loans | $1 | - | - | $135 | 135 |  |

_For the Six Months Ended June 30, 2026 · (In Thousands)_

| Line item | Number | Payment Delay | Term Extension | Rate Reduction & Term Extension | Total Principal | % of Total Class of Financing Receivable |
| --- | --- | --- | --- | --- | --- | --- |
| Residential one-to-four family | $1 | - | - | $135 | 135 | 0.06% |
| Total loans | $1 | - | - | $135 | 135 |  |

_For the Six Months Ended June 30, 2026 · (In Thousands)_

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | Current | 30-59 Days Past Due | 60-90 Days Past Due | Non-accrual | Total |
| Residential one-to-four family | $ | $135 | - | - | - | 135 |
| Total | $ | $135 | - | - | - | 135 |

_For the Three Months Ended June 30, 2025 · (In Thousands)_

| Line item | Number | Payment Delay | Term Extension | Rate Reduction & Term Extension | Total Principal | % of Total Class of Financing Receivable |
| --- | --- | --- | --- | --- | --- | --- |
| Commercial & multi-family | $1 | - | $25,756 | - | 25,756 | 1.23% |
| Commercial business | 2 | - | - | 357 | 357 | 0.16 |
| Business express | 23 | - | 5,083 | - | 5,083 | 6.24% |
| Total loans | $26 | - | $30,839 | $357 | 31,196 |  |

_For the Six Months Ended June 30, 2025 · (In Thousands)_

| Line item | Number | Payment Delay | Term Extension | Rate Reduction & Term Extension | Total Principal | % of Total Class of Financing Receivable |
| --- | --- | --- | --- | --- | --- | --- |
| Commercial & multi-family | $1 | - | $25,756 | - | 25,756 | 1.23% |
| Commercial business | 5 | - | 995 | 357 | 1,352 | 0.60 |
| Business express | 86 | - | 20,106 | - | 20,106 | 24.66% |
| Total loans | $92 | - | $46,857 | $357 | 47,214 |  |

_For the Six Months Ended June 30, 2025 · (In Thousands)_

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  | Current | 30-59 Days Past Due | 60-90 Days Past Due | Non-accrual | Total |
| Commercial & multi-family | $ | $25,756 | - | - | - | 25,756 |
| Commercial business |  | 995 | - | - | 357 | 1,352 |
| Business express |  | 18,504 | 249 | 463 | 890 | 20,106 |
| Total | $ | $45,255 | $249 | $463 | $1,247 | 47,214 |

The Company monitors the performance of loans modified to borrowers experiencing financial difficulty to understand the effectiveness of the modification efforts.

For modified loans, a subsequent payment default occurs after management evaluates a borrower’s financial condition subsequent to modification and upon evaluating facts and circumstances determines the borrower is not adhering to the terms of the modification but no later than when a principal or interest payment is 90 days past due or the loan has been classified into non-accrual status during the reporting period.

There were no loans modified during the preceding twelve months that subsequently defaulted.

18

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The tables below set forth the amounts and types of non-accrual loans in the Bank’s loan portfolio at June 30, 2026 and December 31, 2025. Loans are placed on non-accrual status when they become more than 90 days delinquent, or earlier if the collection of principal and/or interest become doubtful.

As of June 30, 2026 and December 31, 2025, non-accrual loans differed from total loans past due 90 days or more because loans that were previously more than 90 days past due are maintained on non-accrual status for a minimum of six months or until the borrower has demonstrated their ability to satisfy the terms of the loan.

_As of June 30, 2026 · (in Thousands)_

| Line item | 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 and Still Accruing |
| --- | --- | --- | --- | --- |
| Residential one-to-four family | - | $1,515 | $1,515 | - |
| Commercial and multi-family (1) | 2,859 | 51,619 | 54,478 | - |
| Cannabis related (2) | - | - | - | - |
| Construction (1) (5) | - | 13,364 | 13,364 | - |
| Commercial business (1) (3) | 439 | 1,958 | 2,397 | 2,488 |
| Business express loans | - | - | - | - |
| Home equity (4) | - | 257 | 257 | - |
| Consumer | - | - | - | - |
| Total | $3,298 | $68,713 | $72,011 | 2,488 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

(5) Includes Held for sale loan.

_As of December 31, 2025 · (in Thousands)_

| Line item | 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 | - | $1,554 | $1,554 | - |
| Commercial and multi-family (1) | 2,500 | 49,659 | 52,159 | - |
| Cannabis related (2) | - | - | - | - |
| Construction (1) | - | 4,897 | 4,897 | - |
| Commercial business (1) (3) | 1,660 | 2,065 | 3,725 | - |
| Business express | 626 | - | 626 | - |
| Home equity (4) | - | 294 | 294 | - |
| Total | $4,786 | $58,469 | $63,255 | - |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

Had non-accrual loans been performing in accordance with their original terms, additional interest income recognized for the six months ended June 30, 2026, 2025, and 2024 would have been $4.0 million, $3.0 million, and $1.9 million, respectively. Interest income recognized on loans returned to accrual was $591,000, $1.1 million, and $1.1 million, for the six months ended June 30, 2026, 2025, and 2024, respectively. The Bank has not committed to lend additional funds to the borrowers whose loans have been placed on non-accrual status. At June 30, 2026 and December 31, 2025, there were $2.5 million and $0 loans which were more than ninety days past due and still accruing interest.

Criticized and Classified Assets  

Company policies provide for a classification system for problem assets. Under this classification system, problem assets are classified as “substandard,” “doubtful,” or “loss.”

The Company’s internal credit risk grades are based on the definitions currently utilized by the banking regulatory agencies. The grades assigned and definitions are as follows, and loans graded excellent, above average, good and watch list (risk ratings 1-5) are treated as “pass” for grading purposes. The “criticized” risk rating (6) and the “classified” risk ratings (7-9) are detailed below:

6 – Special Mention- Loans currently performing but with potential weaknesses including adverse trends in borrower’s operations, credit quality, financial strength, or possible collateral deficiency.

7 – Substandard- Loans that are inadequately protected by current sound worth, paying capacity, and collateral support. Loans on “non-accrual” status. The loan needs special and corrective attention.

8 – Doubtful- Weaknesses in credit quality and collateral support make full collection improbable, but pending reasonable factors remain sufficient to defer the loss status.

9 – Loss- Continuance as a bankable asset is not warranted. However, this does not preclude future attempts at partial recovery.

‎

19

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table summarizes the Company's loans by year of origination and internally assigned credit risk rating at June 30, 2026 and gross charge-offs for the six months ended June 30, 2026.

_Loans by Year of Origination at June 30, 2026_

| Line item | 2026 | 2025 | 2024 | 2023 | 2022 | Prior | Revolving Loans | Revolving Loans to Term Loans | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Residential one-to-four family |  |  |  |  |  |  |  |  |  |
| Pass | $3,985 | $9,198 | $11,805 | $14,041 | $42,485 | $134,060 | - | - | 215,574 |
| Special Mention | - | - | - | - | - | 1,322 | - | - | 1,322 |
| Substandard | - | - | - | - | - | 1,854 | - | - | 1,854 |
| Total one-to-four family | $3,985 | $9,198 | $11,805 | $14,041 | $42,485 | $137,236 | - | - | 218,750 |
| Commercial and multi-family (1) |  |  |  |  |  |  |  |  |  |
| Pass | $80,992 | $49,326 | $7,229 | $178,775 | $549,091 | $861,021 | - | - | 1,726,434 |
| Special Mention | - | - | - | - | 79,291 | 54,560 | 8,500 | - | 142,351 |
| Substandard | - | - | - | 956 | 62,075 | 77,909 | 140 | - | 141,080 |
| Total Commercial and multi-family | $80,992 | $49,326 | $7,229 | $179,731 | $690,457 | $993,490 | $8,640 | - | 2,009,865 |
| Cannabis related (2) |  |  |  |  |  |  |  |  |  |
| Pass | - | - | - | - | $9,361 | $9,861 | $7,801 | - | 27,023 |
| Special Mention | - | - | - | 18,769 | 16,236 | 6,162 | 1,000 | - | 42,167 |
| Substandard | - | - | - | - | - | - | - | - | - |
| Total Cannabis related | - | - | - | $18,769 | $25,597 | $16,023 | $8,801 | - | 69,190 |
| Construction (1) |  |  |  |  |  |  |  |  |  |
| Pass | $3,394 | $1,003 | $2,003 | $12,283 | $214 | $4,403 | $4,603 | - | 27,903 |
| Special Mention | 2,808 | - | - | - | - | - | - | - | 2,808 |
| Substandard | - | - | - | - | - | 2,587 | - | - | 2,587 |
| Total Construction | $6,202 | $1,003 | $2,003 | $12,283 | $214 | $6,990 | $4,603 | - | 33,298 |
| Commercial business (1) (3) |  |  |  |  |  |  |  |  |  |
| Pass | $3,398 | - | $7,160 | $1,977 | $4,799 | $19,479 | $92,478 | - | 129,291 |
| Special Mention | - | - | - | - | - | 3,475 | 10,660 | - | 14,135 |
| Substandard | - | - | - | - | - | 4,472 | 9,625 | - | 14,097 |
| Total Commercial business | $3,398 | - | $7,160 | $1,977 | $4,799 | $27,426 | $112,763 | - | 157,523 |
| Business express |  |  |  |  |  |  |  |  |  |
| Pass | - | - | - | - | - | - | - | $64,927 | 64,927 |
| Special Mention | - | - | - | - | - | - | - | 3,443 | 3,443 |
| Substandard | - | - | - | - | - | - | - | 579 | 579 |
| Total Business express | - | - | - | - | - | - | - | $68,949 | 68,949 |
| Home equity (4) |  |  |  |  |  |  |  |  |  |
| Pass | $528 | $1,502 | $123 | $3,043 | $1,179 | $4,488 | $58,301 | $3,763 | 72,927 |
| Special Mention | - | - | - | - | - | 43 | 708 | - | 751 |
| Substandard | - | - | - | - | 12 | 95 | - | 150 | 257 |
| Total Home equity | $528 | $1,502 | $123 | $3,043 | $1,191 | $4,626 | $59,009 | $3,913 | 73,935 |
| Consumer |  |  |  |  |  |  |  |  |  |
| Pass | $1,229 | $1,200 | $225 | $402 | $264 | $73 | $8 | - | 3,401 |
| Special Mention | - | - | - | - | - | - | - | - | - |
| Substandard | - | - | - | - | - | - | - | - | - |
| Total Consumer | $1,229 | $1,200 | $225 | $402 | $264 | $73 | $8 | - | 3,401 |
| Total Pass | $93,526 | $62,229 | $28,545 | $210,521 | $607,393 | $1,033,385 | $163,191 | $68,690 | 2,267,480 |
| Total Special Mention | $2,808 | - | - | $18,769 | $95,527 | $65,562 | $20,868 | $3,443 | 206,977 |
| Total Substandard | - | - | - | $956 | $62,087 | $86,917 | $9,765 | $729 | 160,454 |
| Total Loans | $96,334 | $62,229 | $28,545 | $230,246 | $765,007 | $1,185,864 | $193,824 | $72,862 | 2,634,911 |
| Gross charge-offs | - | - | - | - | $668 | $2,067 | $6,929 | $1,940 | 11,604 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

20

### Note 7 - Loans Receivable and Allowance for Credit Losses (Continued)

The following table summarizes the Company's loans by year of origination and internally assigned credit risk rating and gross charge-offs for the year ended December 31, 2025.

_Loans by Year of Origination at December 31, 2025_

| Line item | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving Loans | Revolving Loans to Term Loans | Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Residential one-to-four family |  |  |  |  |  |  |  |  |  |
| Pass | $10,255 | $11,887 | $15,164 | $43,691 | $33,586 | $107,069 | - | - | 221,652 |
| Special Mention | - | - | - | 1,802 | 910 | 790 | - | - | 3,502 |
| Substandard | - | - | - | - | 445 | 1,109 | - | - | 1,554 |
| Total one-to-four family | $10,255 | $11,887 | $15,164 | $45,493 | $34,941 | $108,968 | - | - | 226,708 |
| Commercial and multi-family (1) |  |  |  |  |  |  |  |  |  |
| Pass | $50,098 | $8,293 | $184,486 | $613,331 | $151,205 | $773,732 | $8,760 | - | 1,789,905 |
| Special Mention | - | - | - | 28,029 | 11,307 | 58,141 | 140 | - | 97,617 |
| Substandard | - | - | 1,633 | 68,011 | 18,795 | 64,807 | - | - | 153,246 |
| Total Commercial and multi-family | $50,098 | $8,293 | $186,119 | $709,371 | $181,307 | $896,680 | $8,900 | - | 2,040,768 |
| Cannabis related (2) |  |  |  |  |  |  |  |  |  |
| Pass | - | - | - | $8,385 | $2,067 | $7,958 | $8,050 | - | 26,460 |
| Special Mention | - | - | 18,981 | 17,552 | 5,442 | - | 858 | - | 42,833 |
| Substandard | - | - | - | - | - | - | - | - | - |
| Total Cannabis related | - | - | $18,981 | $25,937 | $7,509 | $7,958 | $8,908 | - | 69,293 |
| Construction (1) |  |  |  |  |  |  |  |  |  |
| Pass | $917 | $2,004 | $15,752 | $19,460 | $4,403 | - | $4,803 | - | 47,339 |
| Special Mention | - | - | 2,294 | - | - | - | - | - | 2,294 |
| Substandard | - | - | - | 15,715 | 2,587 | 586 | - | - | 18,888 |
| Total Construction | $917 | $2,004 | $18,046 | $35,175 | $6,990 | $586 | $4,803 | - | 68,521 |
| Commercial business (1) (3) |  |  |  |  |  |  |  |  |  |
| Pass | - | $7,388 | $1,995 | $4,829 | $1,039 | $24,455 | $93,029 | - | 132,735 |
| Special Mention | - | - | - | - | 1,458 | 2,358 | 18,153 | - | 21,969 |
| Substandard | - | - | - | - | - | 2,047 | 11,708 | - | 13,755 |
| Total Commercial business | - | $7,388 | $1,995 | $4,829 | $2,497 | $28,860 | $122,890 | - | 168,459 |
| Business express |  |  |  |  |  |  |  |  |  |
| Pass | - | - | - | - | - | - |  | $71,843 | 71,843 |
| Special Mention | - | - | - | - | - | - |  | 2,021 | 2,021 |
| Substandard | - | - | - | - | - | - | 397 | 601 | 998 |
| Total Business express | - | - | - | - | - | - | $397 | $74,465 | 74,862 |
| Home equity (4) |  |  |  |  |  |  |  |  |  |
| Pass | $1,796 | $164 | $3,293 | $1,246 | $396 | $4,914 | $57,357 | $4,319 | 73,485 |
| Special Mention | - | - | - | - | - | 42 | 511 | - | 553 |
| Substandard | - | - | - | - | - | 114 | 30 | 150 | 294 |
| Total Home equity | $1,796 | $164 | $3,293 | $1,246 | $396 | $5,070 | $57,898 | $4,469 | 74,332 |
| Consumer |  |  |  |  |  |  |  |  |  |
| Pass | $1,824 | $272 | $1,106 | $290 | $2 | $80 | $6 | - | 3,580 |
| Special Mention | - | - | - | - | - | - | - | - | - |
| Substandard | - | - | - | - | - | - | - | - | - |
| Total Consumer | $1,824 | $272 | $1,106 | $290 | $2 | $80 | $6 | - | 3,580 |
| Total Pass | $64,890 | $30,008 | $221,796 | $691,232 | $192,698 | $918,208 | $172,005 | $76,162 | 2,366,999 |
| Total Special Mention | - | - | $21,275 | $47,383 | $19,117 | $61,331 | $19,662 | $2,021 | 170,789 |
| Total Substandard | - | - | $1,633 | $83,726 | $21,827 | $68,663 | $12,135 | $751 | 188,735 |
| Total Loans | $64,890 | $30,008 | $244,704 | $822,341 | $233,642 | $1,048,202 | $203,802 | $78,934 | 2,726,523 |
| Gross charge-offs | - | - | - | $12,836 | $282 | $3,848 | $18,166 | $9,592 | 44,724 |

(1) Excludes Cannabis related loans.

(2) Includes Commercial and multi-family, Construction, and Commercial business loans to borrowers involved in the cannabis industry.

(3) Excludes Business express loans.

(4) Includes Home equity lines of credit.

21

a

### Note 8 – Stockholders’ Equity

On March 15, 2025, the Company completed a private placement of 52 shares of Series K 6.0% Noncumulative Perpetual Stock, par value $0.01 per share (the “Series K Preferred Stock”), resulting in gross proceeds of $520,000.

On December 31, 2024, the Company completed a private placement of 497 shares of its Series K Preferred Stock, resulting in gross proceeds to the Company of $4,970,000.

On September 25, 2024, the Company closed a private placement of Series J Noncumulative Perpetual Stock, par value $0.01 per share (the “Series J Preferred Stock”), resulting in gross proceeds of $1,360,000 for 136 shares.

On June 21, 2024, the Company closed a private placement of Series J Noncumulative Perpetual Stock, par value $0.01 per share (the “Series J Preferred Stock”), resulting in gross proceeds of $670,000 for 67 shares.

On March 29, 2024, the Company closed a private placement of Series J Noncumulative Perpetual Stock, par value $0.01 per share (the “Series J Preferred Stock”), resulting in gross proceeds of $2,690,000 for 269 shares.

### Note 9 – Bank-Owned Life Insurance

BOLI involves life insurance purchased by the Bank on a chosen group of employees, and the Bank is owner and beneficiary of the policies. At June 30, 2026, the Bank had $81.2 million in BOLI. BOLI is recorded at its net realizable value.

### Note 10 – Goodwill and Other Intangible Assets

The Company’s intangible assets consist of goodwill in connection with acquisitions. The initial recording of goodwill requires subjective judgments concerning estimates of the fair value of the acquired assets and assumed liabilities. Goodwill is not amortized but is subject to annual tests for impairment or more often if events or circumstances indicate it may be impaired.

The Company conducts impairment analysis on goodwill at least annually or more often as conditions require. The Company reported a net loss in the first quarter of 2025 and observed a sustained decline in its stock price. Under ASC 350-20-35-30, management considered this a triggering event and performed an interim impairment assessment of goodwill as of May 31, 2025. The results of the analysis determined that there was no impairment needed.

As a result of the net loss for the year ending December 31, 2025, the Company conducted a quantitative assessment of goodwill as of December 31, 2025, and determined that it was more likely than not that goodwill was not impaired. Accordingly, there was no impairment at December 31, 2025. Refer to the Critical Accounting Estimates for additional details.

During the six months ended June 30, 2026, the Company continued to experience operating losses primarily attributable to continued credit-related matters. Management determined that the significant losses and related deterioration in operating performance and the continued trading of its stock at a substantial discount to book value constituted a triggering event. Accordingly, the Company performed an interim quantitative impairment assessment as of June 30, 2026.

Based on the results of the impairment analysis, management concluded that the carrying amount of the reporting unit exceeded its estimated fair value. As a result, the Company recorded a non-cash goodwill impairment charge of $5.3 million during the quarter ended June 30, 2026, reducing the carrying value of goodwill to zero.

The amount of goodwill totaled $0 at June 30, 2026, compared to $5.3 million at December 31, 2025.

22

### Note 11 – Fair Values of Financial Instruments

Guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

An asset 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.

Assets that the Company measured at fair value on a recurring basis were as follows (In thousands):

_(Level 1) · (Level 2)_

| Description / As of June 30, 2026: | Total | Quoted Prices in / Active Markets / for Identical / Assets | Significant / Other / Observable / Inputs | (Level 3) / Significant / Unobservable / Inputs |
| --- | --- | --- | --- | --- |
| Securities |  |  |  |  |
| Debt Securities Available for Sale | $148,428 | - | $148,428 | - |
| Marketable Equities | 3,851 | 3,851 | - | - |
| Total Securities | $152,279 | $3,851 | $148,428 | - |
| As of December 31, 2025: |  |  |  |  |
| Securities |  |  |  |  |
| Debt Securities Available for Sale | $126,395 | - | $126,395 | - |
| Marketable Equities | 9,172 | 9,172 | - | - |
| Total Securities | $135,567 | $9,172 | $126,395 | - |

There were no transfers of assets or liabilities into or out of Level 1, Level 2, or Level 3 of the fair value hierarchy during the three months ended June 30, 2026 and 2025.  
‎  
‎There were no liabilities measured at fair value on a recurring basis at June 30, 2026 or December 31, 2025.

Assets that the Company measured at fair value on a nonrecurring basis were as follows (In thousands):

_(Level 1) · (Level 2)_

| Description / As of June 30, 2026: | Total | Quoted Prices in / Active Markets / for Identical / Assets | Significant / Other / Observable / Inputs | (Level 3) / Significant / Unobservable / Inputs |
| --- | --- | --- | --- | --- |
| Individually Evaluated Loans | $21,488 | - | - | $21,488 |
| Other real estate owned | $5,000 | - | - | $5,000 |
| Loans Held for Sale | $10,777 | - | $10,777 |  |
| As of December 31, 2025: |  |  |  |  |
| Individually Evaluated Loans | $20,206 | - | - | $20,206 |
| Other real estate owned | $5,000 | - | - | $5,000 |

The fair value of loans held for sale was based on prices received from active buyers. During the second quarter of 2026, the Company transferred one non-accrual construction loan with a fair value of $10.8 million to held for sale. Losses on these loans held for sale for the three and six months ended June 30, 2026 were $2.6 million.

‎Certain individually evaluated loans and OREO were adjusted to the fair value, less costs to sell, of the underlying collateral securing these loans resulting in losses. The losses on individually evaluated loans are not recorded directly as an adjustment to current earnings, but rather as a component in determining the allowance for credit losses. The loss on OREO is recorded as a component of non-interest income. Fair value was measured using appraised values of collateral and adjusted as necessary by management based on unobservable inputs for specific properties.

During the three months ended December 31, 2025, the Company recorded write-downs of $15,077,000 related to an OREO property. This loss was the result of an updated appraisal, changes in market conditions, and management’s evaluation of estimated selling costs. The valuation adjustments were included in “Other real estate owned, net” within the Consolidated Statements of Operations.

There were no liabilities measured at fair value at June 30, 2026 or December 31, 2025.

‎

23

### Note 11 – Fair Values of Financial Instruments (Continued)

The following tables present additional quantitative information as of June 30, 2026 and December 31, 2025 about assets measured at fair value on a nonrecurring basis and for which the Company has utilized adjusted Level 3 inputs to determine fair value. (Dollars in thousands):

**Quantitative Information about Level 3 Fair Value Measurements**

| June 30, 2026: | Fair Value / Estimate | Valuation / Techniques | Unobservable / Input | Range |
| --- | --- | --- | --- | --- |
| Individually Evaluated Loans | $21,488 | Appraisal of collateral (1) | Appraisal adjustments (2) | 0%-10% |
| Other real estate owned | $5,000 | Appraisal of collateral (1) | Appraisal adjustments (2) | 5% |

| December 31, 2025: | Fair Value / Estimate | Valuation / Techniques | Unobservable / Input | Range |
| --- | --- | --- | --- | --- |
| Individually Evaluated Loans | $20,206 | Appraisal of collateral (1) | Appraisal adjustments (2) | 0%-10% |
| Other real estate owned | $5,000 | Appraisal of collateral (1) | Appraisal adjustments (2) | 5% |

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not objectively determinable.

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range of liquidation expenses and other appraisal adjustments are presented as a percent of the appraisal.

The following information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. 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 as of June 30, 2026 and December 31, 2025.

Cash and Cash Equivalents and Interest-Earning Time Deposits (Carried at Cost)

The carrying amounts reported in the consolidated statements of financial condition for cash and short-term instruments approximate fair values.

Securities (Carried at Fair Value)

The fair value of securities is determined by obtaining quoted market prices on nationally recognized security exchanges (Level 1) or, by matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.

Loans Held for Sale (Carried at Lower of Cost or Fair Value)

The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted prices exist, the fair value of a loan is determined using quoted prices for a similar loan or loans, adjusted for specific attributes of that loan. Loans held for sale are carried at the lower of cost or fair value.

Loans Receivable (Carried at Amortized Cost)

The fair values of loans, except for certain individually evaluated loans, are estimated using discounted cash flow analyses, using market rates at the date of the Statement of Financial Condition that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values.

Individually Evaluated Loans (Generally Carried at Fair Value)

Individually evaluated loans are those for which the Company has measured and recorded credit losses based on the fair value of the loan’s collateral, less estimated costs to sell. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. The fair value at June 30, 2026 and December 31, 2025 consisted of the loan balances of $26.6 million, net of an allowance for credit losses of $5.1 million, and $26.8 million net of an allowance for credit losses of $6.6 million, respectively.

Other Real Estate Owned (Carried at Lower of Cost or Fair Value)

Other real estate owned is carried at fair value less estimated costs to sell which is determined based upon independent third-party appraisals of the properties or based upon the expected proceeds from a pending sale. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.

FHLB of New York Stock (Carried at Cost)

The carrying amount of restricted investment in bank stock approximates fair value and considers the limited marketability of such securities.

Accrued Interest Receivable and Payable (Carried at Cost)

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposits (Carried at Cost)

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings and money market accounts1) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

24

### Note 11 – Fair Values of Financial Instruments (Continued)

Debt Including Subordinated Debentures (Carried at Cost)

Fair values of debt are estimated using discounted cash flow analysis, based on quoted prices for new long-term debt with similar credit risk characteristics, terms and remaining maturity. Prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Off-Balance Sheet Financial Instruments

Fair values for the Company’s off-balance sheet financial instruments (lending commitments and unused lines of credit) are based on fees currently charged in the market to enter into similar agreements, taking into account, the remaining terms of the agreements and the counterparties’ credit standing. The fair value of these commitments was deemed immaterial and is not presented in the accompanying table.

The carrying values and estimated fair values of financial instruments were as follows as of June 30, 2026 and December 31, 2025:

_As of June 30, 2026 · (In Thousands)_

| Line item | Fair Value | Quoted Prices in Active / Markets for Identical Assets / (Level 1) | Significant / Other Observable Inputs / (Level 2) | Significant / Unobservable Inputs / (Level 3) |
| --- | --- | --- | --- | --- |
| Financial assets: |  |  |  |  |
| Cash and cash equivalents | $196,887 | $196,887 | - | - |
| Interest-earning time deposits | 735 | - | 735 | - |
| Debt securities available-for-sale | 148,428 | - | 148,428 | - |
| Equity investments | 3,851 | 3,851 | - | - |
| Loans held for sale | 10,777 | - | 10,777 | - |
| Loans receivable, net | 2,537,244 | - | - | 2,537,244 |
| FHLB of New York stock, at cost | 9,048 | - | 9,048 | - |
| Accrued interest receivable | 14,661 | - | 14,661 | - |
| Financial liabilities: |  |  |  |  |
| Deposits | 2,635,533 | 1,709,725 | 925,808 | - |
| Debt | 125,306 | - | 125,306 | - |
| Subordinated debentures | 40,198 | - | 40,198 | - |
| Accrued interest payable | 3,417 | - | 3,417 | - |

_As of December 31, 2025 · (In Thousands)_

| Line item | Fair Value | Quoted Prices in Active / Markets for Identical Assets / (Level 1) | Significant / Other Observable Inputs / (Level 2) | Significant / Unobservable Inputs / (Level 3) |
| --- | --- | --- | --- | --- |
| Financial assets: |  |  |  |  |
| Cash and cash equivalents | $276,584 | $276,584 | - | - |
| Interest-earning time deposits | 735 | - | 735 | - |
| Debt securities available-for-sale | 126,395 | - | 126,395 | - |
| Equity investments | 9,172 | 9,172 | - | - |
| Loans receivable, net | 2,643,200 | - | - | 2,643,200 |
| FHLB of New York stock, at cost | 14,176 | - | 14,176 | - |
| Accrued interest receivable | 13,834 | - | 13,834 | - |
| Financial liabilities: |  |  |  |  |
| Deposits | 2,674,494 | 1,702,109 | 972,385 | - |
| Debt | 236,514 | - | 236,514 | - |
| Subordinated debentures | 40,034 | - | 40,034 | - |
| Accrued interest payable | 4,056 | - | 4,056 | - |

‎

25

### Note 12 – Subordinated debt

On August 29, 2024, the Company issued $40 million of fixed-to-floating subordinated debentures (the “New Notes”) in a private placement to certain qualified institutional investors. The New Notes have a 10-year term and bear interest at a fixed rate of 9.250% for the first five years of the term. The fixed interest rate is payable semiannually for the first five years and will be reset quarterly thereafter to the then-current three-month SOFR (defined below) plus 582 basis points. The Notes qualify as Tier 2 capital for the Company for regulatory purposes, when applicable, and the portion of the net proceeds that the Company contributed to the Bank qualify as Tier 1 capital for the Bank. The Notes constitute an unsecured and subordinated obligation of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. The Company used the net proceeds from the offering to repurchase $33.5 million of subordinated debt issued on July 30, 2018 (the “Old Notes”), with the remainder of the net proceeds down streamed to the Bank for general corporate purposes. Subordinated debt included associated deferred costs of $789,000 at June 30, 2026.

The Company also has $4.1 million of mandatory redeemable trust preferred securities. The interest rate on these floating rate junior subordinated debentures adjusts quarterly and had been equal to the three-month LIBOR plus 2.65%. They mature on June 17, 2034.

In accordance with the Adjustable Interest Rate Act (the “LIBOR Act”) and the regulation issued by the Board of Governors of the Federal Reserve System implementing the LIBOR Act, the Company has selected the three-month Chicago Mercantile Exchange (“CME”) Term SOFR as the applicable successor rate for the trust preferred securities. The calculation of the amount of interest payable, based on the three-month CME Term SOFR, will also include the applicable tenor spread adjustment of 0.26161% per annum as specified in the LIBOR Act. At June 30, 2026, the interest rate for the trust preferred securities was 6.579%.

### Note 13 – Lease Obligations

The Company leases 25 of its offices under various operating lease agreements. The leases have remaining terms of one year to eight years. The leases contain provisions for the payment by the Company of its pro-rata share of real estate taxes, insurance, common area maintenance and other variable expenses. The Company will allocate payments made under such leases between lease and non-lease components. Some leases contain renewal options and options to purchase the assets.

The Company has elected not to recognize a lease liability and a right of use asset for leases with a lease term of 12 or fewer months.

The following tables present certain information related to the Company’s leases (in thousands):

| Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Operating lease expense | $983 | $953 | $1,948 | $1,893 |
| Variable lease expense-operating leases | $305 | $285 | $603 | $569 |

| Line item | At June 30, 2026 | At December 31, 2025 |
| --- | --- | --- |
| Supplemental balance sheet information related to leases: |  |  |
| Operating Leases |  |  |
| Operating lease right-of-use assets | $10,479 | 10,660 |
| Current liabilities | $1,784 | 3,314 |
| Operating lease liabilities (noncurrent portion) | 10,128 | 8,835 |
| Imputed interest | (959) | (1,009) |
| Total operating lease liabilities | $10,953 | 11,140 |

The weighted average remaining lease term for operating leases at June 30, 2026 and December 31, 2025 was 4.37 years and 4.64 years, respectively. The weighted average discount rate for operating leases at June 30, 2026 and December 31, 2025 was 3.70 percent and 3.55 percent, respectively.

The following table summarizes the Company’s maturity of lease obligations for operating leases at June 30, 2026 and December 31, 2025 (in thousands):

**Maturities of lease liabilities:**

| Line item | At June 30, 2026 / Operating Leases | At December 31, 2025 / Operating Leases |
| --- | --- | --- |
| One year or less | $1,784 | $3,314 |
| Over one year through three years | 5,674 | 4,993 |
| Over three years through five years | 2,723 | 2,250 |
| Over five years | 1,731 | 1,592 |
| Gross operating lease liabilities | $11,912 | $12,149 |
| Imputed interest | (959) | (1,009) |
| Total operating lease liabilities | $10,953 | $11,140 |

### Note 14 – Subsequent Events

On July 7, 2026, BCB Bancorp, Inc. (the “Company”) distributed a notice to the participants in its 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan (the “Plan”), announcing that the Plan has been suspended in accordance with its terms, effective August 6, 2026.

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## ITEM 2. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report on Form 10-Q contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, or the PSLRA. Such forward-looking statements, in addition to historical information, involve risk and uncertainties, and are based on the beliefs, assumptions and expectations of our management team. Words such as “expects,” “believes,” “should,” “plans,” “anticipates,” “will,” “potential,” “could,” “intend,” “may,” “outlook,” “predict,” “project,” “would,” “estimated,” “assumes,” “likely,” and variation of such similar expressions are intended to identify such forward-looking statements. Forward-looking statements speak only as of the date they are made. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements and future results could differ materially from historical performance.

The most significant factors that could cause future results to differ materially from those anticipated by our forward-looking statements include the ongoing impact of the Federal budget stalemate in Congress, higher tariffs imposed by the Trump administration, higher inflation levels, current interest rates and general economic and recessionary concerns, all of which could impact economic growth and could cause a reduction in financial transactions and business activities, including decreased deposits and reduced loan originations. Also significant are our ability to manage liquidity and capital in a rapidly changing and unpredictable market and our level of non-performing assets and the costs associated with resolving any problem loans including litigation and other costs. 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:

the global economic trends and geopolitical risks, including the ongoing conflicts in Ukraine and 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;

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;

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;

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;

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;

changes in our ability to access cost-effective funding;

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 mortgage 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;

civil unrest in the communities that we serve; and

other factors discussed elsewhere in this report, and in other reports we filed with the SEC, including under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, in Part II, Item 1A of our quarterly reports on Form 10-Q, and our other periodic reports that we file with the SEC.

You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this Form 10-Q. We do not assume any obligation to revise forward-looking statements except as may be required by law.

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Overview

BCB Bancorp, Inc. is a New Jersey corporation and is the holding company parent of BCB Community Bank, or the Bank. The Company has not engaged in any significant business activity other than owning all of the outstanding common stock of BCB Community Bank. Our executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002. At June 30, 2026, we had $3.118 billion in consolidated assets, $2.636 billion in deposits and $291.9 million in consolidated stockholders’ equity.

BCB Community Bank opened for business on November 1, 2000, as Bayonne Community Bank, a New Jersey chartered commercial bank. The Bank changed its name from Bayonne Community Bank to BCB Community Bank in April 2007. At June 30, 2026, the Bank operated twenty-two branches in Bayonne, Edison, Jersey City, Hoboken, Fairfield, Holmdel, 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, and through executive offices located at 104-110 Avenue C and an administrative office located at 591-595 Avenue C, Bayonne, New Jersey 07002. The Bank’s deposit accounts are insured by the FDIC, and the Bank is a member of the FHLB System.

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, one-to-four family mortgage loans, home equity loans, construction loans, consumer loans and commercial business 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, a night depository, debit cards, online banking, mobile banking, gift cards, fraud detection (positive pay), and automated teller services.

Executive Summary of Second Quarter Performance

As of June 30, 2026, the Company had total consolidated assets of $3.118 billion, a decrease of $161.3 million, or 4.9 percent, from $3.279 billion at December 31, 2025, total consolidated deposits of $2.636 billion, a decrease of $37.6 million, or 1.4 percent, from December 31, 2025, and total consolidated stockholders’ equity of $291.9 million, compared to $304.3 million at December 31, 2025. The decrease in total assets was driven primarily by a decrease in net loans and cash and cash equivalents, reflecting the Bank’s paydown of higher-cost brokered deposits and FHLB advances, offset by an increase in debt securities. Total criticized and classified loans were $367.4 million at June 30, 2026, compared to $403.0 million at March 31, 2026. The allowance for credit losses on loans as a percentage of non-accrual loans was 62.5 percent at June 30, 2026, compared to 54.5 percent at March 31, 2026 and 49.8 percent at June 30, 2025, while total non-accrual loans were $72.0 million at June 30, 2026, $59.8 million at March 31, 2026, and $101.8 million at June 30, 2025.

The Company reported a net loss of $14.8 million, or $(0.85) per diluted share, for the second quarter of 2026, compared to net income of $4.9 million, or $0.26 per diluted share, for the first quarter of 2026, and net income of $3.6 million, or $0.18 per diluted share, for the second quarter of 2025. The net loss for the second quarter of 2026 was primarily driven by a $19.0 million provision for credit losses, reflecting higher reserve requirements within the Company’s commercial business loan portfolio, a $5.3 million non-cash goodwill impairment charge, and a $2.6 million loss on the sale of a loan transferred to held-for-sale. These factors were partially offset by a decrease in income tax provision of $4.9 million. Net interest margin improved to 3.03 percent for the second quarter of 2026, compared to 2.95 percent for the first quarter of 2026 and 2.80 percent for the second quarter of 2025, reflecting a decrease in the cost of the Company’s interest-bearing liabilities. The efficiency ratio for the second quarter was 96.8 percent compared to 62.4 percent in the prior quarter, and 60.6 percent in the second quarter of 2025.

Since June 1, 2026, the Company has been engaged in a comprehensive re-evaluation of its credit portfolios with the assistance of independent consultants, as part of its broader effort to strengthen the balance sheet and position the franchise for long-term success. The initial feedback from this re-evaluation has been reflected in the Company’s loan loss reserving decisions for the second quarter, and the Company is working toward completion of the review by the end of the third quarter of 2026. With respect to the Company’s commercial real estate portfolio, the Company’s analysis remains in the early stages, given the absolute size and complexity of this portfolio.

In connection with these efforts, the Company’s Board of Directors approved the suspension of both common and preferred stock dividends during the quarter in order to preserve capital at the Bank and liquidity at the holding company. Additionally, the Company announced in June, and subsequently distributed a notice to the participants in its 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan, that the Plan has been suspended in accordance with its terms, effective August 6, 2026. The Company also announced on August 3, 2026, that its Board of Directors approved changing the Company’s state of incorporation from New Jersey to Delaware, subject to shareholder approval. The Company intends to call a special meeting of shareholders later in 2026 to seek approval of the reincorporation.

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Critical Accounting Estimates

Critical accounting estimates are those accounting policies that can have a significant impact on the Company’s financial position and results of operations that require the use of complex and subjective estimates based upon past experiences and management’s judgment. Because of the uncertainty inherent in such estimates, actual results may differ from these estimates. Below are those policies applied in preparing the Company’s consolidated financial statements that management believes are the most dependent on the application of estimates and assumptions.

Allowance for Credit Losses on Loans Receivable

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 measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded allowance for credit losses. The allowance for credit losses is reported separately as a contra-asset on the consolidated statement of financial condition. The expected credit loss for unfunded loan commitments is reported on the consolidated statement of financial condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in other non-interest expense. Changes in the allowance for credit losses are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of a receivable is confirmed or when either of the criteria regarding intent or requirement to sell is met.

The allowance for credit losses on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. Individually evaluated loans are primarily non-accrual and collateral dependent loans. Furthermore, the Company evaluates the pooling methodology at least annually to ensure that loans with similar risk characteristics are pooled appropriately. Loans are charged off against the allowance for credit losses when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off.

The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. 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 7 – Loans Receivable and Allowance for Credit Losses.

Individually Evaluated Loans

On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge-off the difference between the fair value of the collateral, less costs to sell at the reporting date and the amortized cost basis of the loan.

Allowance for Credit Losses on Off-Balance Sheet Commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancelable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. As noted above, the allowance for credit losses on unfunded loan commitments is included in other liabilities on the consolidated statements of financial condition and the related credit expense is recorded in other non-interest expense in the consolidated statements of operations.

Allowance for Credit Losses on Available-for-Sale Securities

For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more than likely than not that it will be required to sell the security before recovery of its amortized cost basis. 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. 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 (loss), net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses.

Accrued Interest Receivable

The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans and available-for-sale securities. Accrued interest receivable on loans and securities is reported as a component of accrued interest receivable on the consolidated statements of financial condition.  
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See further discussion of critical accounting estimate in Note 7 of this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2025.

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29

Goodwill

Goodwill represents the amount paid in a business acquisition that exceeds the fair value of the identifiable net assets. If any changes occur during the measurement period, the company might revise the goodwill balance based on updated assessments of provisional amounts.  
‎  
‎Goodwill must be tested for impairment at least once a year or when specific events occur that could impact its value. It is assessed at the reporting unit level. The Company’s policy is to test goodwill every October 31st or earlier if a triggering event takes place. Such events could include poor financial performance, a drop in the Company’s stock price compared to its book value, or broader economic or industry conditions. When a test is triggered, the estimated fair value of the reporting unit is compared to its book value. If the fair value is lower, the difference is recorded as an impairment loss.

A significant amount of judgment is involved in the determination of the fair value of a reporting unit. Future events could cause the Company to conclude that the Company’s goodwill has become impaired, which would result in recording an impairment loss. Management will continue evaluating the economic conditions at future reporting periods for triggering events.

During the quarter ended June 30, 2026, the Company recorded a non-cash goodwill impairment charge of $5.3 million. The goodwill impairment charge resulted from an interim quantitative impairment assessment triggered by the Company’s significant quarterly loss and the continued trading of its stock at a substantial discount to book value. The non-cash impairment charge reduced the goodwill recorded on its balance sheet to zero.

See Note 10 – Goodwill and Other Intangible Assets of this Form 10-Q and in our Annual Report on Form 10-K for additional information on the Company’s goodwill and intangibles.

Financial Condition

Total assets decreased by $161.3 million, or 4.9 percent, to $3.118 billion at June 30, 2026, from $3.279 billion at December 31, 2025. The decrease in total assets was mainly related to a decrease in net loans and cash and cash equivalents, offset by an increase in debt securities.

Total cash and cash equivalents decreased by $79.7 million, or 28.8 percent, to $196.9 million at June 30, 2026, from $276.6 million at December 31, 2025. The decrease in cash was primarily due to the reduction of the Bank’s exposure to wholesale funding by paying down high cost brokered deposits and FHLB advances.

Loans receivable, net, decreased by $103.1 million, or 3.8 percent, to $2.588 billion at June 30, 2026, from $2.691 billion at December 31, 2025, due to loan payoffs, paydowns and charge-offs. Total loan decreases during the period included decreases of $35.2 million in construction loans, $30.9 million in commercial and multi-family loans, $10.9 million in commercial business loans, $5.9 million in business express loans, $8.0 million in one-to-four family residential loans, and $679,000 in cannabis, home equity loans and consumer loans. The decrease in the loan portfolio also reflects management’s overall strategy to reduce the size of the balance sheet while managing through its problem credits. During the six months ended June 30, 2026, the Bank’s loan origination activity remained below historical levels as it continued to focus on portfolio runoff, balance sheet management and risk-adjusted returns. In addition, the Bank has ceased originating residential mortgage, home equity, and consumer loans, as management believes the current risk-adjusted returns in these categories are not sufficiently attractive.

The allowance for credit losses on loans increased $11.3 million to $45.0 million, or 62.5 percent of non-accruing loans and 1.71 percent of gross loans, at June 30, 2026, as compared to an allowance for credit losses on loans of $33.7 million, or 53.3 percent of non-accruing loans and 1.24 percent of gross loans, at December 31, 2025. Additional details are provided in the Asset Quality portion of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

During the second quarter, the Company also transferred one loan on non-accrual status to held-for-sale, which was written down to fair market value resulting in a loss of $2.6 million reflected in non-interest income under the line item for net loss on the sale of loans. The remaining carrying value of the loan is $10.8 million. Loans held-for-sale are not included in past due loans or classified loans.

Total investment securities increased by $16.7 million, or 12.3 percent, to $152.3 million at June 30, 2026, from $135.6 million at December 31, 2025, representing current year purchases, offset by current year sales.

Deposits decreased by $37.6 million, or 1.4 percent, to $2.636 billion at June 30, 2026, from $2.674 billion at December 31, 2025. Certificates of deposit accounts and savings accounts decreased $45.2 million and $13.1 million, respectively, and were offset by an increase in money market accounts of $20.8 million. Brokered deposits declined by $28.6 million from $80.5 million at December 31, 2025 to $51.9 million at June 30, 2026.

Debt obligations decreased by $109.9 million to $168.3 million at June 30, 2026, from $278.2 million at December 31, 2025, due to maturities and paydowns of our Federal Home Loan Bank (“FHLB”) advances. The weighted average interest rate of FHLB advances was 4.88 percent at June 30, 2026, and 4.53 percent at December 31, 2025. The weighted average maturity of FHLB advances as of June 30, 2026, was less than ninety days. The interest rate of our subordinated debt balances was 9.25 percent at June 30, 2026, and at December 31, 2025.

Stockholders’ equity decreased by $12.4 million, or 4.1 percent, to $291.9 million at June 30, 2026, from $304.3 million at December 31, 2025. The decrease was attributable to the decrease in retained earnings of $13.2 million, or 11.3 percent, to $103.2 million at June 30, 2026, from $116.4 million at December 31, 2025, caused largely by the $9.9 million loss in the first six months of 2026.

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Asset Quality

Since June 1, 2026, the Company has been engaged in a comprehensive re-evaluation of its credit portfolios with the assistance of independent consultants as part of its broader effort to strengthen the balance sheet and position the franchise for long-term success. The initial feedback from this re-evaluation has been reflected in the loan loss reserving decisions made during the second quarter, and the Company is working toward completion of that review by the end of the third quarter of 2026. With respect to the Company’s commercial real estate portfolio, the Company’s analysis remains in the early stages, given the absolute size and complexity of this portfolio. As the evaluation continues in the third quarter, the Company will fully explore various alternatives to strengthen the credits or exit the relationships, which may include workouts and loan restructurings, such as potentially seeking additional collateral, interest rate adjustments, as well as select loan sale.

The allowance for credit losses on loans of $45.0 million, as of June 30, 2026, increased by $11.3 million, or 33.5 percent, compared to December 31, 2025. The $11.3 million increase compared to December 31, 2025, was driven by a $21.8 million provision expense for the first six months of 2026 that was partially offset by $10.5 million in net charge-offs primarily attributable to the commercial business portfolio, which continued to exhibit elevated levels of credit deterioration. Net charge-offs within the commercial business portfolio totaled $6.6 million for the six months ended June 30, 2026, with $5.8 million recognized in the second quarter compared to $824,000 in the first quarter. In addition, the Bank concluded that full recovery is no longer expected on a previously charged-off $6.3 million commercial business relationship. In light of this development, along with broader adverse credit trends observed within the commercial business portfolio, management performed a targeted qualitative assessment of the portfolio during the second quarter. As a result of this evaluation, the Bank increased the allowance associated with the commercial business portfolio by $10.8 million. For reference and as presented in Note 7, $16.7 million of the $19 million of loan loss provision expense booked in the 2026 second quarter was attributed to the build-up of loan loss reserves for the commercial business portfolio.

During the three months ended June 30, 2026, there were $7.5 million of charge-offs and $904,000 of recoveries, compared to $6.0 million of charge-offs and $313,000 in recoveries for the three months ended June 30, 2025.

For the six months ended June 30, 2026, there were $11.6 million charge-offs and $1.1 million recoveries, compared to $10.2 million of charge-offs and $361,000 of recoveries for the six months ended June 30, 2025.

Loans receivable classified as Substandard totaled $160.5 million at June 30, 2026, compared to $188.7 million at December 31, 2025, and $266.8 million at June 30, 2025. The decreases were primarily attributed to charge-offs, payoffs and paydowns, as well as upgrades in borrower risk ratings. Also, during the second quarter of 2026, the Bank transferred a classified non-accrual loan with a carrying value of $13.4 million to held-for-sale, resulting in a loss of $2.6 million reflected in non-interest income under the line item for net loss on the sale of loans. The remaining value of the loan is $10.8 million. Loans classified as held-for-sale are excluded from both past due loans and classified loan balances.

As of June 30, 2026, loans classified as substandard have specific reserves of $5.1 million.

Loans receivable classified as Special Mention totaled $207.0 million at June 30, 2026, compared to $170.8 million at December 31, 2025, and $229.9 million at June 30, 2025. While loans classified as Special Mention increased during the year, they remain below the level reported a year ago. The increase from December 31, 2025, reflects the Bank’s proactive efforts to identify, monitor, and transfer higher credit risks earlier in the process for closer oversight and resolution.

Total Substandard and Special Mention loans were $367.4 million, or 13.94 percent of gross loans, at June 30, 2026, as compared to $360.0 million, or 13.19 percent of gross loans, at December 31, 2025.

The Bank had non-accrual loans totaling $72.0 million, or 2.73 percent of gross loans, at June 30, 2026, as compared to $63.3 million, or 2.32 percent of gross loans at December 31, 2025, and $101.8 million or 3.50 percent of gross loans at June 30, 2025. Excluding the classified loan transferred to held-for-sale during the second quarter of 2026, non-accrual loan balances remained fairly stable when compared to December 31, 2025, and declined significantly from a year ago. The year over year decrease was primarily due to the charge-off and subsequent transfer to Other Real Estate Owned of a $33.5 million cannabis related loan in the third and fourth quarters of 2025, respectively.

The allowance for credit losses on loans was 62.5 percent of non-accrual loans at June 30, 2026, compared to 53.3 percent of non-accrual loans at December 31, 2025, and 49.8 percent at June 30, 2025. The increase in coverage reflects the results of the Bank’s ongoing evaluation of its credit portfolio. Loans are generally returned to accrual status after six months of satisfactory loan payment performance and when management determines that full collection of principal and interest is reasonably assured.

Total loans receivable greater than 30 days past due were $122.8 million, or 4.66 percent of gross loans, at June 30, 2026, as compared to $99.1 million, or 3.64 percent of gross loans, at December 31, 2025, and $111.0 million, or 3.81 percent of gross loans at June 30, 2025. The increase in past due loans during the six months ended June 30, 2026, was primarily reflected in loans 30-59 days past due within the Commercial and multi-family loan portfolio. The increase was largely driven by a one large credit of approximately $16 million, secured by raw land that the Bank anticipates entering into litigation. Management believes tht this land loan is adequately secured, with collateral value expected to support full recovery of the outstanding balance. An additional $8 million increase was attributable to a mixed-use office / garage building that the Bank is in process of restructuring for payment relief.

The following table summarizes the Company’s classified loans greater than $5 million at June 30, 2026 (in thousands):

|  | Purpose | Loan Type | Balance | Loan to Value (1) | Current/Past Due |
| --- | --- | --- | --- | --- | --- |
| 1 | Specialty Use - hospital | CRE | $24,536 | 23% | current |
| 2 | Industrial loft and Industrial Warehouse | CRE | 15,961 | 69 | past due |
| 3 | Vacant Land | CRE | 15,504 | 69 | past due |
| 4 | Mixed Use -retail/office | CRE | 15,071 | 94 | current |
| 5 | Multi-family (3) | CRE | 12,058 | 82 | past due |
| 6 | Office building (2) | CRE | 11,962 | 82 | past due |
| 7 | Mixed use - retail/office | CRE | 11,008 | 75 | current |

(1) Weighted Average LTV based upon the most recent appraised values available.

(2) Borrower has two loans that are classified and collectively exceed $5 million.

(3) Borrower has ten loans that are classified and collectively exceed $5 million.

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The following table summarizes the Bank’s top ten relationship loans at June 30, 2026 excluding classified loans which are presented in the table above.

|  | Purpose | Loan Type | Balance (2) | Loan to Value (1) | Current/Past Due |
| --- | --- | --- | --- | --- | --- |
| 1 | Educational | CRE/Commercial Business | $49,991 | 26% | current |
| 2 | Multi-family & Retail | CRE/Commercial Business | 46,829 | 64 (3) | current |
| 3 | Multi-family & Commercial | CRE | 40,533 | 45 | current |
| 4 | Income Producing Land | CRE | 38,519 | 58 | current |
| 5 | Strip Retail | CRE | 36,174 | 64 | current |
| 6 | Marijuana Related Business | CRE MRB | 35,004 | 60 | current |
| 7 | Multi-family & Mixed Use | CRE | 34,186 | 62 | current |
| 8 | Golf Course | CRE/Commercial Business | 32,792 | 62 (3) | current |
| 9 | Self Storage | CRE | 29,815 | 53 | current |
| 10 | Restaurant & Office | CRE/Commercial Business | 29,144 | 89 (3) | current |

(1) Weighted Average LTV based upon the most recent appraised values available.

(2) Balance includes outstanding and committed amounts.

(3) LTV adjusted to account for commercial business loans with no credit for UCC filing.

Net Interest Income Analysis

Net interest income represents the difference between income earned on our interest-earning assets and the expense incurred on our interest-bearing liabilities, and is analyzed and monitored by the Company on a regular basis. The following tables set forth average balance sheets, yields, and costs. The yields include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or expense. No tax equivalent adjustments have been made as the effects would not be significant.

_(Dollars in thousands)_

| Line item | Three Months Ended June 30, 2026 / Average Balance | Three Months Ended June 30, 2026 / Interest Earned/Paid | Three Months Ended June 30, 2026 / Average Yield/Rate (3) | Three Months Ended June 30, 2025 / Average Balance | Three Months Ended June 30, 2025 / Interest Earned/Paid | Three Months Ended June 30, 2025 / Average Yield/Rate (3) |
| --- | --- | --- | --- | --- | --- | --- |
| Interest-earning assets: |  |  |  |  |  |  |
| Loans receivable (4) (5) | $2,660,757 | 35,856 | 5.41% | $2,933,851 | 38,650 | 5.28% |
| Investment securities | 152,347 | 2,073 | 5.44% | 133,900 | 1,822 | 5.44% |
| FHLB stock and other interest earnings-assets | 278,413 | 2,532 | 3.65% | 239,245 | 2,709 | 4.54% |
| Total interest-earning assets | 3,091,517 | 40,461 | 5.25% | 3,306,996 | 43,181 | 5.24% |
| Non-interest-earning assets | 139,410 |  |  | 113,206 |  |  |
| Total assets | $3,230,927 |  |  | $3,420,202 |  |  |
| Interest-bearing liabilities: |  |  |  |  |  |  |
| Interest-bearing demand accounts | $529,612 | 2,122 | 1.61% | $529,120 | 2,230 | 1.69% |
| Money market accounts | 449,469 | 3,291 | 2.94% | 418,014 | 3,354 | 3.22% |
| Savings accounts | 237,124 | 112 | 0.19% | 258,696 | 217 | 0.34% |
| Certificates of Deposit | 940,358 | 8,266 | 3.53% | 921,140 | 9,170 | 3.99% |
| Total interest-bearing deposits | 2,156,563 | 13,791 | 2.56% | 2,126,970 | 14,971 | 2.82% |
| Borrowed funds | 236,427 | 3,325 | 5.64% | 422,022 | 5,108 | 4.85% |
| Total interest-bearing liabilities | 2,392,990 | 17,116 | 2.87% | 2,548,992 | 20,079 | 3.16% |
| Non-interest-bearing liabilities | 529,508 |  |  | 557,177 |  |  |
| Total liabilities | 2,922,498 |  |  | 3,106,169 |  |  |
| Stockholders’ equity | 308,429 |  |  | 314,033 |  |  |
| Total liabilities and stockholders’ equity | $3,230,927 |  |  | $3,420,202 |  |  |
| Net interest income |  | $23,345 |  |  | $23,102 |  |
| Net interest rate spread (1) |  |  | 2.38% |  |  | 2.08% |
| Net interest margin (2) |  |  | 3.03% |  |  | 2.80% |

(1) Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(2) Net interest margin represents net interest income divided by average total interest-earning assets.

(3) Annualized.

(4) Excludes allowance for credit losses.

(5) Includes non-accrual loans.

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32

_(Dollars in thousands)_

| Line item | Six Months Ended June 30, 2026 / Average Balance | Six Months Ended June 30, 2026 / Interest Earned/Paid | Six Months Ended June 30, 2026 / Average Yield/Rate (3) | Six Months Ended June 30, 2025 / Average Balance | Six Months Ended June 30, 2025 / Interest Earned/Paid | Six Months Ended June 30, 2025 / Average Yield/Rate (3) |
| --- | --- | --- | --- | --- | --- | --- |
| Interest-earning assets: |  |  |  |  |  |  |
| Loans receivable (4) (5) | $2,684,502 | 71,734 | 5.39% | $2,964,023 | 77,577 | 5.28% |
| Investment securities | 144,789 | 3,902 | 5.43% | 125,598 | 3,351 | 5.38% |
| FHLB stock and other interest-earning assets | 288,485 | 5,227 | 3.65% | 285,271 | 6,445 | 4.56% |
| Total Interest-earning assets | 3,117,776 | 80,863 | 5.23% | 3,374,892 | 87,373 | 5.22% |
| Non-interest-earning assets | 137,717 |  |  | 119,558 |  |  |
| Total assets | $3,255,493 |  |  | $3,494,450 |  |  |
| Interest-bearing liabilities: |  |  |  |  |  |  |
| Interest-bearing demand accounts | $526,523 | 4,165 | 1.59% | $544,756 | 4,598 | 1.70% |
| Money market accounts | 440,938 | 6,418 | 2.94% | 406,214 | 6,404 | 3.18% |
| Savings accounts | 239,777 | 248 | 0.21% | 255,479 | 368 | 0.29% |
| Certificates of Deposit | 952,259 | 16,858 | 3.57% | 963,171 | 19,932 | 4.17% |
| Total interest-bearing deposits | 2,159,497 | 27,689 | 2.59% | 2,169,620 | 31,302 | 2.91% |
| Borrowed funds | 253,679 | 6,992 | 5.56% | 455,036 | 10,964 | 4.86% |
| Total interest-bearing liabilities | 2,413,176 | 34,681 | 2.90% | 2,624,656 | 42,266 | 3.25% |
| Non-interest-bearing liabilities | 535,232 |  |  | 550,454 |  |  |
| Total liabilities | 2,948,408 |  |  | 3,175,110 |  |  |
| Stockholders’ equity | 307,085 |  |  | 319,340 |  |  |
| Total liabilities and stockholders’ equity | $3,255,493 |  |  | $3,494,450 |  |  |
| Net interest income |  | $46,182 |  |  | $45,107 |  |
| Net interest rate spread (1) |  |  | 2.33% |  |  | 1.97% |
| Net interest margin (2) |  |  | 2.99% |  |  | 2.70% |

(1) Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(2) Net interest margin represents net interest income divided by average total interest-earning assets.

(3) Annualized.

(4) Excludes allowance for credit losses.

(5) Includes non-accrual loans.

Results of Operations Comparison for the Three Months Ended June 30, 2026 and 2025

The Company reported a net loss of $14.8 million for the quarter ended June 30, 2026, compared to net income of $3.6 million for the quarter ended June 30, 2025. This decline was primarily due to a $14.1 million increase in loan loss provisioning, a $5.3 million non-cash goodwill impairment charge, a $2.6 million loss on the sale of loans and a $1.7 million increase in salaries and employee benefits. This was offset by a decrease in tax provision of $4.9 million.

Interest income decreased by $2.7 million, or 6.3 percent, to $40.5 million for the second quarter of 2026 from $43.2 million for the second quarter of 2025. The average balance of interest-earning assets decreased $215.5 million, or 6.5 percent, to $3.092 billion for the second quarter of 2026 from $3.307 billion for the second quarter of 2025. The average yield increased 1 basis point to 5.25 percent for the second quarter of 2026 from 5.24 percent for the second quarter of 2025.

Interest expense decreased by $3.0 million to $17.1 million for the second quarter of 2026 from $20.1 million for the second quarter of 2025. The decrease resulted from a decrease in the average rate paid on interest-bearing liabilities of 29 basis points to 2.87 percent for the second quarter of 2026 from 3.16 percent for the second quarter of 2025, while the average balance of interest-bearing liabilities decreased by $156.0 million to $2.393 billion for the second quarter of 2026 from $2.549 billion for the second quarter of 2025.

The net interest margin was 3.03 percent for the second quarter of 2026 compared to 2.80 percent for the second quarter of 2025. The increase in the net interest margin compared to the second quarter of 2025 was the result of a decrease in the cost of interest-bearing liabilities.

The provision for credit losses was $19.0 million for the second quarter of 2026 compared to $4.9 million for the second quarter of 2025. The increase was primarily driven by higher reserve requirements within the commercial business loan portfolio. The commercial business portfolio generated net charge-offs of $824 thousand in the first quarter of 2026, increasing to $5.8 million in the second quarter. In addition, the Bank determined that a full recovery is no longer expected on a previously charged-off $6.3 million commercial business relationship. Reflecting these developments and broader credit trends observed within the commercial business portfolio, management separately evaluated the portfolio under its qualitative reserve framework during the second quarter, resulting in a $10.8 million increase to the allowance established for the portfolio. Additional details are provided in the Asset Quality portion of Management’s Discussion and Analysis of Financial Condition and Results of Operation.

During the second quarter of 2026, the Company recognized $6.6 million in net charge-offs compared to $5.7 million in net charge-offs in the second quarter of 2025. The Bank had non-accrual loans totaling $72.0 million, or 2.73 percent of gross loans, at June 30, 2026, as compared to $63.3 million, or 2.32 percent of gross loans, at December 31, 2025. The allowance for credit losses on loans was $45.0 million, or 1.71 percent of gross loans, at June 30, 2026, and $33.7 million, or 1.24 percent of gross loans, at December 31, 2025. Management believes the allowance for credit losses on loans was adequate at June 30, 2026 and December 31, 2025.

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Non-interest income decreased by $2.5 million to a loss of $470 thousand for the second quarter of 2026, compared to income of $2.1 million for the second quarter of 2025. The decrease in total non-interest income was primarily attributable to a $2.6 million loss on a loan transferred to held for sale, compared to no such loss in the prior year period, and a $108 thousand increase in mark-to-market losses on investment securities, partially offset by a $131 thousand increase in Bank Owned Life Insurance (“BOLI”) income.

Non-interest expense increased by $6.9 million, or 45.0 percent, to $22.1 million for the second quarter of 2026 compared to $15.3 million for the second quarter of 2025. The increase was primarily driven by a $5.3 million non-cash goodwill impairment charge, a $1.7 million increase in salaries and benefits expense, and $273 thousand increase in advertising and promotion expenses. The increase in salaries and benefits included $814 thousand severance costs related to the departure of our former Chief Executive Officer and certain other employees, as well as higher compensation costs necessary to attract and retain qualified staff. These increases were partially offset by a $205 thousand decrease in professional fees.

The income tax provision decreased by $4.9 million, to an income tax benefit of $3.5 million for the second quarter of 2026 when compared to a $1.5 million provision for the second quarter of 2025.

Results of Operations Comparison for Six Months Ended June 30, 2026 and 2025

Net income decreased by $5.1 million to a net loss of $9.9 million for the first six months of 2026, compared to a net loss of $4.8 million for the first six months of 2025. The Company’s loss per diluted share for the six months ended June 30, 2026 was ($0.60) compared to a loss per diluted share of ($0.33) for the six months ended June 30, 2025. The increased net loss was primarily attributable to a $5.3 million non-cash goodwill impairment charge, a $2.6 million loss on the sale of loans and a $2.6 million increase in salaries and employee benefits.

Net interest income increased $1.1 million for the first six months of 2026, as interest expense decreased by $7.6 million, or 17.9 percent, to $34.7 million from $42.3 million for the first six months of 2025 and interest income decreased $6.5 million, from $87.4 million to $80.9 million for the same period. The average balance of interest-earning assets decreased $257.1 million, or 7.6 percent, to $3.118 billion from $3.375 billion, while the average yield on interest-earning assets increased 1 basis point to 5.23 percent from 5.22 percent. The decline in average interest-earning assets was primarily due to a $279.5 million decrease in average loans, partially offset by a $19.2 million increase in average investment securities. The decrease in interest expense was driven by declines in interest expense on borrowings and deposits of $4.0 million and $3.6 million, respectively. Average borrowings decreased $201.4 million, while the average rate paid on borrowings increased by 70 basis points to 5.56 percent. Average deposits declined $10.1 million and the average rate paid on deposits declined 32 basis points to 2.59 percent.

Net interest margin was 2.99 percent for the first six months of 2026, compared to 2.70 percent for the first six months of 2025. The increase in the net interest margin compared to the prior period was the result of a decrease in the cost of the Company’s interest-bearing liabilities, by 35 basis points to 2.90 percent and an increase in the rate earned on earning assets, by 1 basis point to 5.23 percent.

The provision for credit losses decreased by $4.0 million to $21.8 million for the first six months of 2026 from $25.7 million for the same period in 2025. The elevated provision in the prior-year period reflected a previously disclosed $13.7 million specific reserve related to a $34.2 million cannabis-sector lending relationship. The 2026 provision was primarily driven by increased reserve requirements within the commercial business loan portfolio. During the first six months of 2026, the Company experienced $10.5 million in net charge-offs compared to $9.9 million in net charge-offs for the same period in 2025.

Non-interest income decreased by $2.2 million to $1.6 million for the first six months of 2026, compared to $3.9 million for the same period in 2025. The decrease was primarily attributable to a $2.6 million loss on a loan transferred to held for sale in 2026, compared to no such loss in the prior year period. Partially offsetting this was a $469 thousand increase in income from Bank Owned Life Insurance (“BOLI”).

Non-interest expense increased by $7.8 million, or 25.9 percent, to $37.7 million for the first six months of 2026 from $29.9 million for the same period in 2025. The increase was primarily driven by a $5.3 million non-cash goodwill impairment charge and a $2.6 million increase in salaries and employee benefits expense, which included $814 thousand severance costs related to the departure of our former Chief Executive Officer and certain other employees, as well as higher compensation costs necessary to attract and retain qualified staff. Advertising expenses and OREO expenses increased $294 thousand and $280 thousand, respectively. Partially offsetting these increases were decreases in professional fees, director fees and regulatory assessments of $270 thousand, $241 thousand and $98 thousand, respectively.

The income tax benefit decreased by $157 thousand or 8.1 percent, to an income tax benefit of $1.8 million for the first six months of 2026 when compared to a $1.9 million income tax benefit for the same period in 2025. While the pretax loss increased to $11.6 million from $6.7 million in the prior period, the income tax credit declined primarily because the $5.3 million non-cash goodwill impairment charge recognized in 2026 is not deductible for income tax purposes and therefore did not generate a corresponding tax benefit.

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34

Liquidity and Capital Resources

Liquidity

The overall objective of our liquidity management practices is to ensure the availability of sufficient funds to meet financial commitments and to take advantage of lending and investment opportunities. The Company manages liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings and other obligations as they mature, and to fund loan and investment portfolio opportunities as they arise.

The Company’s primary sources of funds to satisfy its objectives are net growth in deposits (primarily retail), principal and interest payments on loans and investment securities, proceeds from the sale of originated loans and FHLB and other borrowings. The scheduled amortization of loans is a predictable source of funds. Deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition. The Company has other sources of liquidity if a need for additional funds arises, including unsecured overnight lines of credit and other collateralized borrowings from the Federal Reserve Bank Discount Window, the FHLB and other correspondent banks. 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 June 30, 2026 and December 31, 2025, the Company had no overnight borrowings outstanding with the FHLB. The Company utilizes overnight borrowings from time to time to fund short-term liquidity needs. The Company had total outstanding borrowings of $168.3 million at June 30, 2026 as compared to $278.2 million at December 31, 2025.

At June 30, 2026, the Company had the ability to obtain additional funding of $499.7 million from the FHLB and $199.5 million from the Federal Reserve Bank Discount Window, utilizing unencumbered loan collateral. The Company expects to have sufficient funds available to meet current loan commitments in the normal course of business through typical sources of liquidity. Time deposits scheduled to mature in one year or less totaled $915.7 million at June 30, 2026. Based upon historical experience data, management estimates that a significant portion of such deposits will remain with the Company.

The Company was well-positioned with adequate levels of cash and liquid assets as of June 30, 2026 and a significant amount of available borrowing capacity with FHLB and Federal Reserve Bank Discount Window to fund ongoing bank operations.

Subordinated Debentures

The Company has subordinated debentures outstanding, whose aggregate principal totaled $40.0 million at June 30, 2026. Refer to Note 12 of the Notes to Unaudited Consolidated Financial Statements for additional details on the outstanding subordinated debentures.

The Company also has $4.1 million of mandatory redeemable trust preferred securities outstanding. Effective September 18, 2023, the interest rate on these floating rate junior subordinated debentures adjusts quarterly based on the three-month CME Term SOFR, as adjusted by the spread adjustment of 0.26161%, plus 2.650%. The rate paid as of June 30, 2026 and 2025 was 6.579% and 7.222%, respectively. The trust preferred debenture became callable, at the Company’s option, on June 17, 2009, and quarterly thereafter. They mature on June 17, 2034.

Capital Resources

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet the minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of its assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

The federal banking agencies’ regulations provide for an optional simplified measure of capital adequacy for qualifying community banking organizations (that is, the “CBLR” framework), as implemented pursuant to the Economic Growth, Regulatory Relief and Consumer Protection Act of 2018. The CBLR framework is designed to reduce the burden of the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. In order to qualify for the CBLR framework, a community banking organization must have (i) a Tier 1 capital to average total consolidated assets (leverage) ratio of greater than 9.0%, as of June 30, 2026, which was lowered to 8.0% beginning July 1, 2026, (ii) less than $10 billion in total consolidated assets, and (iii) limited amounts of off-balance-sheet exposure and trading assets and liabilities. A qualifying community banking organization that opts into the CBLR framework and meets all requirements under the framework will be considered to have met the capital ratio requirements for the well capitalized capital category under applicable prompt corrective action regulations and will not be required to report or calculate risk-based capital under generally applicable capital adequacy requirements. Failure to meet the qualifying criteria within the grace period of two reporting periods, or to maintain a leverage ratio of 8.0% or greater, at all times, would require the institution to comply with the generally applicable capital adequacy requirements. An eligible banking organization can opt out of the CBLR framework and revert to compliance with general capital adequacy requirements and capital measurements under prompt corrective action regulations without restriction.

The Company and the Bank have determined the organization is a qualifying banking organization and the Bank has opted into the CBLR framework as of June 30, 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 June 30, 2026 and December 31, 2025, the Bank exceeded all of its regulatory capital requirements. The following table sets forth the regulatory capital ratios for the Bank as well as regulatory capital requirements for the periods presented.

| As of June 30, 2026: | Actual / Dollars in Thousands | Dollars in Thousands | For Well Capitalized Under Prompt Corrective Action / Dollars in Thousands |
| --- | --- | --- | --- |
| Bank |  |  |  |
| Community Bank Leverage Ratio | 10.38% | N/A |  |
| As of December 31, 2025: |  |  |  |
| Bank |  |  |  |
| Community Bank Leverage Ratio | 10.39% | N/A |  |

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35

The following table sets forth the regulatory capital ratios for the Company as well as the regulatory requirements for June 30, 2026 and December 31, 2025. The Company elected to utilize the CBLR framework effective June 30, 2026. Therefore, June 30, 2026 capital ratios are presented under the CBLR framework, while December 31, 2025 capital ratios are presented under the traditional risk-based capital framework.

| As of June 30, 2026: | Actual / Dollars in Thousands | For Capital Adequacy Purposes / Dollars in Thousands | For Well Capitalized Under Federal Reserve Board Regulations / Dollars in Thousands |
| --- | --- | --- | --- |
| Bancorp |  |  |  |
| Community Bank Leverage Ratio | 9.18% | 9.00% | N/A |
| As of December 31, 2025: |  |  |  |
| Bancorp |  |  |  |
| Total Capital (To Risk-Weighted Assets) | 13.43% | 8.00% | 10.00% |
| Tier 1 Capital (to Risk-Weighted Assets) | 10.84 | 6.00 | 6.00 |
| Common Equity Tier 1 Capital (to Risk-Weighted Assets) | 9.79 | 4.50 | - |
| Tier 1 Capital (to adjusted total assets) | 9.20 | 4.00 | - |

At its June 2026 meeting, the Company’s Board of Directors approved the suspension of both common and preferred dividends in order to help preserve capital at the Bank and liquidity at the holding company. Additionally, on July 7, 2026, the Company announced in June and subsequently distributed a notice to the participants in its 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan announcing that the Plan has been suspended in accordance with its terms, effective August 6, 2026.

## ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Management of Market Risk

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

Qualitative Analysis. The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established an Asset/Liability Committee which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Senior management monitors the level of interest rate risk on a regular basis and the Asset/Liability Committee, which consists of senior management and outside directors operating under a policy adopted by the Board of Directors, meets quarterly or as needed to review our asset/liability policies and interest rate risk position.

Quantitative Analysis. The following table presents the Company’s net portfolio value (“NPV”). 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 June 30, 2026. Assumptions have been made by the Company relating to interest rates, loan prepayment rates, core deposit duration, and the market values of certain assets and liabilities under the various interest rate scenarios. Actual maturity dates were used for fixed rate loans and certificate accounts. Investment securities were scheduled at either the maturity date or the next scheduled call date based upon management’s judgment of whether the particular security would be called in the current interest rate environment and under assumed interest rate scenarios. Variable rate loans were scheduled as of their next scheduled interest rate repricing date. The NPV at “PAR” represents the difference between the Company’s estimated value of assets and estimated value of liabilities assuming no change in interest rates. The NPV for an increase of 200 to 300 basis points has been excluded since it would not be meaningful in the interest rate environment as of June 30, 2026. The following sets forth the Company’s NPV as of June 30, 2026.

_(Dollars in Thousands)_

| Change in calculation | Net Portfolio Value | $ Change from PAR | % Change from PAR | NPV as a % of Assets / NPV Ratio | NPV as a % of Assets / Change |
| --- | --- | --- | --- | --- | --- |
| $+200bp | $383,452 | (34,447) | (8.24)% | 12.92% | (0.70)% |
| +100bp | 402,331 | (15,568) | (3.73)% | 13.33% | (0.29) |
| PAR | 417,899 | - | - | 13.61 | - |
| -100bp | 427,544 | 9,645 | 2.31 | 13.70 | 0.08 |
| -200bp | 428,471 | 10,572 | 2.53 | 13.51 | (0.10) |
| -300bp | 434,439 | 16,540 | 3.96 | 13.43 | (0.19) |

bps-basis point

The table above indicates that at June 30, 2026, in the event of a 100-basis point decrease in interest rates, we would experience a 0.08 percent increase in NPV, as compared to a 0.01 percent increase at December 31, 2025.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in NPV require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. 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.

36

## ITEM 4. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this quarterly report, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

There was no change to our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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37

PART II. OTHER INFORMATION

## ITEM 1.A. RISK FA Item 1A. Risk Factors CTORS

Please see “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and below for information regarding risk factors that could materially affect the Company’s business, financial condition, or future results of operations. Other than as set forth below, there have been no other changes with regard to the risk factors disclosed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Risk Related to Credit

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.

Since June 1, 2026, we have been engaged in a comprehensive re-evaluation of our credit portfolios with the assistance of independent consultants, as part of our broader effort to strengthen the balance sheet and position the Bank for long-term success. The initial feedback from this re-evaluation has been reflected in the Company’s loan loss reserving decisions for the second quarter of 2026, and the Company is working toward completion of the review by the end of the third quarter of 2026. With respect to the Company’s commercial real estate portfolio, the Company’s analysis remains in the early stages given the absolute size and complexity of this portfolio.

As our evaluation continues, we will fully explore various alternatives to strengthen the credits identified in this review or exit the relationships, which may include workouts and loan restructurings, such as potentially seeking additional collateral, interest rate adjustments, or select loan sales. It is possible that the process of completing this review, and effecting any resulting workouts, restructurings, or loan sales, could result in higher than anticipated costs, adverse financial impacts, or the identification of additional problem loans or credit deterioration beyond what has already been reflected in our provision for credit losses and allowance for credit losses as of June 30, 2026. If difficulties with completing this review are encountered, the process may take longer than expected, and any resulting increase to our allowance for credit losses would adversely affect our net income and could adversely affect our capital position.

Risk Related to Liquidity

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

Liquidity is essential to our business. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans to ensure that we have adequate liquidity to fund our operations. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our most important source of funds is deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff, or in response to concerns about our asset quality, financial performance or reputation. If customers move money out of deposits such as money market and time deposit accounts, we will lose a relatively low-cost source of funds, increasing our funding costs and reducing our net interest income and net income. We have in the past relied, and may in the future need to rely, on higher-cost brokered deposits and FHLB advances to fund our operations, and any reduction in our access to or increase in the cost of these funding sources could adversely affect our liquidity and results of operations. Moreover, depending on the capitalization and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. In the event such restrictions on interest rates paid on deposits become applicable to us, we will likely need to reduce our interest rates paid on a large segment of our deposits, which could result in significant deposit withdrawals. Significant deposit withdrawals could materially reduce our liquidity, and, in such an event, we may be required to replace such deposits with higher-costing borrowings.

Our other primary sources of funds are net growth in deposits (primarily retail), principal and interest payments on loans and investment securities, proceeds from the sale of originated loans, and FHLB and other borrowings. We also have access to unsecured overnight lines of credit and other collateralized borrowings from the Federal Reserve Bank Discount Window, the FHLB of New York, and other correspondent banks. At June 30, 2026, we had the ability to obtain additional funding of $499.7 million from the FHLB and $199.5 million from the Federal Reserve Bank Discount Window, utilizing unencumbered loan collateral. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets, a downgrade or negative outlook in our credit quality metrics, or negative views and expectations about the prospects for the financial services industry. Our access to funding sources could also be affected by a decrease in the ability to sell loans as a result of a downturn in our markets or by one or more adverse regulatory actions against us. A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

In addition, our recurring cash requirements at the holding company level primarily consist of interest expense on subordinated debentures. At June 30, 2026, the Company had $40.0 million of subordinated debentures outstanding and $4.1 million of trust preferred securities. The Company’s ability to service this debt, and to meet its other obligations at the holding company level, depends on the amount of cash and liquidity available to the Company directly. Because the Company is a separate legal entity from the Bank, there can be no assurance that sufficient funds will be available to the Company to meet these obligations as they become due. Holding company cash needs are routinely satisfied by dividends collected from the Bank. While we expect that the holding company will continue to receive dividends from the Bank sufficient to satisfy holding company cash needs, in the event that the Bank has insufficient resources or is subject to legal or regulatory restrictions on the payment of dividends, the Bank may be unable to provide dividends or a sufficient level of dividends to the holding company. In that event, the holding company may have insufficient funds to satisfy its obligations as they become due, which in the case of the subordinated debentures would result in an event of default by the Company.

‎

38

Risks Related to Company’s Common Stock

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 board of directors has approved the suspension of the payment of common and preferred stock dividends. This action followed incurring a net loss for 2025 and for the first six months of 2026. Future dividends, if any, will substantially depend upon our future earnings and financial condition, liquidity and capital requirements, regulatory and state law restrictions, general economic conditions and regulatory climate and other factors deemed relevant by our board of directors. We can provide no assurance as to when, or whether, we will resume the payment of dividends, and there is no guarantee as to the amount or level of any dividend we may declare if and when payments resume. The continued suspension of dividends could adversely affect the market price of our common stock and may make it more difficult to raise capital on favorable terms, and there can be no assurance that the suspension will be sufficient to preserve adequate liquidity at the holding company level if adverse conditions continue or worsen.

In the event our board of directors determines to resume the payment of dividends, the holders of our common stock are entitled to receive only such cash dividends as our board of directors may declare out of funds legally available for the payment of dividends. We are a holding company that conducts substantially all of our operations through the Bank. As a result, our ability to make dividend payments on our common stock will depend primarily upon the receipt of dividends and other distributions from the Bank. Under New Jersey banking law, the Bank may pay a dividend to the Company provided that following the payment of the dividend the capital stock of the Bank will be unimpaired and the Bank will have a surplus of not less than 50 percent of its capital stock, or if not, the payment of such dividend will not reduce the surplus of the Bank.

Under New Jersey law, the Company may not make a distribution, if, after giving effect to the distribution, it would be unable to pay its debts as they become due in the usual course of business or if its total assets would be less than its liabilities. It is also the policy of the Federal Reserve that a bank holding company generally may only pay dividends on common stock out of net income available to common shareholders over the past twelve months and only if the prospective rate of earnings retention appears consistent with a bank holding company’s capital needs, asset quality, and overall financial condition. A bank holding company also should not maintain a dividend level that places undue pressure on the capital of such institution’s subsidiaries, or that may undermine the bank holding company’s ability to serve as a source of strength for such subsidiaries.

## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

## ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

## ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

## ITEM 5. OTHER INFORMATION

During the three months ended June 30, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.

‎

39

## ITEM 6. EXHIBITS

Exhibit 10.1 [Employment Agreement with Thomas O’Brien](bcbp-20260630xex10_1.htm)

Exhibit 31.1 [Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](bcbp-20260630xex31_1.htm)

Exhibit 31.2 [Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](bcbp-20260630xex31_2.htm)

Exhibit 32 [Officers’ Certification filed pursuant to section 906 of the Sarbanes-Oxley Act of 2002.](bcbp-20260630xex32.htm)

Exhibit 101.INS XBRL Instance Document

Exhibit 101.SCH XBRL Taxonomy Extension Schema

Exhibit 101.CAL XBRL Taxonomy Extension Calculation LinkBase

Exhibit 101.DEF XBRL Taxonomy Extension Definition LinkBase

Exhibit 101.LAB XBRL Taxonomy Extension Label LinkBase

Exhibit 101.PRE XBRL Taxonomy Extension Presentation LinkBase

Exhibit 104 Cover page Interactive Data File (embedded within the Inline XBRL document)

‎

40

Signatures

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

BCB BANCORP, INC.

Date: August 10, 2026 By: /s/ Thomas M. O’Brien

Thomas M. O’Brien

President and Chief Executive Officer<br>(Principal Executive Officer)

Date: August 10, 2026 By: /s/ Jawad Chaudhry

Jawad Chaudhry<br>Chief Financial Officer

(Principal Accounting and Financial Officer)

41

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## EX-10.1

SEC source: [bcbp-20260630xex10_1.htm](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex10_1.htm)

Exhibit 10.1



BCB BANCORP, INC. AND BCB COMMUNITY BANK  
EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into effective as ofJune 1, 2026 (the “Effective Date”), by and amongBCB Bancorp, Inc. (the “Company”), a New Jersey corporationwith its principal executive offices at 595 Avenue C, Bayonne, New Jersey 07002 (the “Bayonne Office”), BCB Community Bank, a wholly owned subsidiary of the Company (the “Bank”),and Thomas M. O’Brien (“Executive”). The Company and the Bank are sometimes referred to in this Agreement individually or together as the “Employer”.



WHEREAS, Executive and the Board of Directors of the Employerdesire to enter into an employment agreement setting forth the terms and conditions of the employment of Executive and the related rights and obligations of each of the parties.



NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is hereby agreed as follows:



1. Position and Responsibilities.



(a) During the period of Executive’s employment under this Agreement, Executive agrees to serve as President and Chief Executive Officer of the Company and of the Bank. Executive shall have responsibility for the general management and control of the business and affairs of the Employer and its affiliates and shall perform all duties and shall have all powers which are commonly incident to the offices of President and Chief Executive Officer or which, consistent with those offices, are delegated to him by the Board of Directors of the Company and of the Bank (together, the “Board of Directors”), and Executive shall report directly to the Board of Directors.



(b) During the period of Executive’s employment under this Agreement, except for periods of absence occasioned by illness, vacation, and reasonable leaves of absence, Executive shall devote substantially all of his business time, attention, skill and efforts to the faithful performance of his duties under this Agreement, including activities and services related to the organization, operation and management of the Employer and its affiliates, as well as participation in community, professional and civic organizations, which may promote the business affairs of the Employer. Notwithstanding any provisions herein to the contrary, Executive may serve, or continue to serve, on the board of directors of Sterling Bancorp, Inc., Prudential Insurance Company of America Mutual Fund Complex and boards of directors (or similar bodies) of not-for-profit entities.



(c) The Employer will furnish Executive with the working facilities and staff customary for executive officers with the titles and duties set forth in this Agreement and as are necessary for him to perform his duties. The Employer will open a location in Naples, Florida(“Naples Office”), from which Executive will work two (2) days per week, on average. Executive will work the remaining three (3) days per week, on average, from theCompany’s or the Bank’s current offices<br>

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(the “BCB Offices”).



(d) During the period of Executive’s employment under this Agreement, the Board of Directors shall take all actions necessary to appoint Executive as a director of the Company and the Bank and to any executive committee of each of the boards of directors of the Company andthe Bank if anyand to nominate him for election by the Company’s shareholders as a member of the Board of Directors, and, upon such appointment or election, Executive agrees to serve in such capacity. Upon Executive’s termination of employment for any reason during the Employment Period (as defined in Section 2 of this Agreement), and unless otherwise agreed to by the parties, Executive hereby agrees and acknowledges that this Agreement shall constitute such individual’s letter of resignation as a member of the Board of Directors of the Company, the Bank, and all related entities of the Company and the Bank, effective as of the date of such termination of employment.



2. Period of Employment.



Executive’s employment under this Agreement shall commence on the Effective Date and will continue for a period of three (3) years following such Effective Date (the “Initial Term”). Upon the expiration of the Initial Term, Executive’s employment under this Agreement shall be extended automatically for one additional year unless the Board of Directors or the Executive, by written notice to the other given at least three months prior to the expiration of the Initial Term, notifies the other that the Initial Term will not be extended (references tothe “Employment Period” shall include the Initial Term, and as applicable, the additional one year term). If the Board of Directors or Executive decides not to extend the term of Executive’s employment under this Agreement, this Agreement shall nevertheless remain in force until the expiration of the Initial Term.The Employer and Executive acknowledge and agree that Executive’s employment is “at-will,” and Executive or the Employer may terminate such employment relationship at any time for any reason or no reason, subject to the payment provisions in Section 5 below. The employment at-will relationship remains in full force and effect regardless of any statements to the contrary made by company personnel or set forth in any documents other than those explicitly made to the contrary and signed by an authorized representative of the Board of Directors of the Employer. Unless the Executive’s employment has previously been terminated during the Employment Period, following the Employment Periodthe Employeragrees that it will (i) continue to nominate Executive as a member of the Board of Directors of the Company, and (ii) continue to vote to elect Executive as a member of the board of directors of the Bank, and, in each case, will not take any action to remove him, if elected,for a period of two (2) years, at the fees and other compensation payable to other directors of the Employer and Executive agrees that he will continue to provide services as a member of the Board of Directors and the board of directors of the Bank.



3. Compensation and Benefits.



(a) Base Salary. The Employer agrees to pay Executive during the period of Executive’s employment under this Agreement a base salary at the rate of $400,000 per annum, payable in accordance with the customary payroll practices of the Company, or those of the Bank in accordance with Section 9(b) below. The Board of Directors or the Compensation Committee of the Board of Directors shall review annually the rate of Executive’s base salary based upon<br>   <br>2

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factors they deem relevant, and may maintain or increase his base salary, provided that, no such action shall reduce the rate of base salary below the rate then in effect without Executive’s express written consent. In the absence of action by the Board of Directors, Executive shall continue to receive a base salary at the per annum rate specified above or, if another rate has been established under the provisions of this Section 3, the rate last properly established by action of the Board of Directors.



(b) Equity Award. Executive shall be entitled to be granted an equity award in accordance with the following terms:



(i) Grant. Executive will be granted restricted stock in the Company (the “Restricted Stock”), with the number of shares of common stock of the Company subject to the Restricted Stock grant calculated by dividing $8,000,000 by the average of the high and the low sales prices of the Company’s common stock on NASDAQ on the date of grant. The grant shall take place on the later of (i) Effective Date, and (ii) the3rdtrading day following public announcement by the Company of the appointment of Executive as President and Chief Executive Officer of the Company and of the Bank.



(ii)Vesting Schedule. The Restricted Stockwill vestin accordance with the following schedule: twenty percent (20%) of the shares of Restricted Stockwill vest on each ofDecember 31, 2026, December 31, 2027, December 31, 2028,December 31, 2029 and December 31, 2030; in each case, subject to Executive’s continued service with the Employer (whether as an employee, consultant or member of the board of directorsof the Company or the Bank) through each such vesting date, except otherwise as provided in Section 3(b)(iii), Section 3(b)(iv) or Section 3(b)(v) of this Agreement.



(iii)Change in Control. Upon a “Change of Control” as defined in Section 3(e), if a Purchaser (as defined in Section 3(e) below) or its applicable affiliate does not either assume the Restricted Stock and continue its vesting in accordance with its terms and the terms of this Agreement or exchange the Restricted Stock for restricted stock of the Purchaser or its applicable affiliate with substantially the same terms, including remaining vesting schedule, as the Restricted Stock, then the unvested portion of the Restricted Stock will vest immediately in full.If, upon or following (A) a “Change of Control” as defined in Section 3(e), or (B)(I) the signing of a definitive agreement for a transaction which, if consummated, would result in a “change of control”, or (II) the public announcement of an event which would result in a Change of Control or (III) the commencement of negotiations that would result in a Change of Control as evidenced by an executed letter of intent which negotiations have not been terminated at the time of the termination of Executive’s employment (any of the events in (A) or (B)(I), B(II), or (B)(III), a “Vesting Acceleration Event”), the Company or the Bank or any successor terminates Executive’s employment without Cause (as defined in this Agreement)under Section 4(b) or Executive resigns for Good Reason (as defined in this Agreement) under Section 4(e), the unvested portion of the Restricted Stock will vest immediately in full upon Executive’s termination of employment.



(iv)Accelerated Vesting. Unless the Executive’s employment has previously been terminated by the Company and the Bank during the Employment Period, if the Bank or any<br>   <br>3

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successor does not continue to appoint Executive as a member of the board of directors of the Company or the Bank or any successor for the two year period following the third anniversary of the Effective Date or takes action to remove Executive as a member of the board of directors of the Company or the Bank or any successor during such period, the unvested portion of the Restricted Stock will vest immediately in full upon such a failure to so appoint, or action taken to remove, Executive. For purposes of clarity, if the shareholders of the Company do not elect Executive as a member of the board of directors of the Company, the unvested portion of the Restricted Stock will not be entitled to accelerated vesting.



(v)Forfeiture. Notwithstanding anything to the contrary in this Agreement, if, prior to a Vesting Acceleration Event, the Company or the Bank terminates Executive’s employment without Cause (as defined in this Agreement) under Section 4(b) or the Executive resigns for Good Reason (as defined in this Agreement) under Section 4(e), then a percentage of the Restricted Stock which would otherwise vest during the calendar year in which his employment terminates will vest immediately, with such percentage being equal to the number of days during which the Executive was employed during such calendar year divided by 365, and all remaining unvested Restricted Stock will be forfeited as of the date of termination.



(vi) Registration. The Company shall cause the Restricted Stockto be registered under the Securities Act of 1933, pursuant to a registration statement on Form S-8 (or other appropriate form) and registered or qualified under applicable state law as soon as practicable following the date of grant, and the Employer shall take all actions required to maintain the effectiveness of such registration statement until all common stock that may be issued, sold or delivered to Executive has been so issued, sold and/or delivered or the Employer’s obligations have lapsed. The Board of Directors shall take all necessary action to ensure that the grants and purchases contemplated by this Agreement are approved for purposes of Rule 16b-3 of the Securities Exchange Act of 1934.





(c) Other Employee Benefits. In addition to any other compensation or benefits provided for under this Agreement, Executive shall be entitled to participate in any employee benefits, fringe benefits, perquisites and business expense reimbursements that the Company or the Bank offers to full-time employees or executive management now or in the future on a basis no less favorable than those provided to similarly situated executives; however, the Executive will not be entitled to participate in any bonus plans, incentive compensation or similar arrangements. Executive shall be entitled to participate in or receive benefits under all plans relating to pension, profit sharing, employee stock ownership, supplemental retirement (other than through or related to bank owned life insurance arrangements), group life insurance, vacation, paid time off, medical and other health and welfare coverage that are made available by the Company or the Bank as of the date Executive commences employment or at any time in the future during the period of Executive’s employment under this Agreement, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements.



(d) Monthly Payment for Travel to the BCB Offices.To assist Executive with travel from the Naples Office to the BCB Officesand secure temporary housing accommodationsin thegeneral geographic region of the applicable BCB Offices, the Employer will pay the Executive up<br>   <br>4

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to $5,000per month as reimbursement for expenses for such travel and housing, subject to the Executive providing the Employer with appropriate documentation of expense for travel or hotels/accommodationswithin a reasonable time of the date incurred.To the extent commercially reasonable, the Employer shall endeavor to provide the benefits described in this Section 3(d) in a manner that minimizes any associated tax liability to Executive.



(e)Change of Control. A “Change of Control” shall be deemed to have occurred upon the occurrence  of any of the following events:

(i) the consummation of a reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:



(A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Company; and



(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Company;



(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;



(iii) a complete liquidation or dissolution of the Company; or



(iv) any event which would be described in Section 3(e)(i), (ii) or (iii) if the term “Bank” were substituted for the term “Company” therein.



In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 3(e), the term “person” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act. For purposes of this Agreement, a “Purchaser” shall mean the person (or persons) who, as a result of a Change of Control, (i) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the equity ownership interests in the Company or the Bank or more than 50% of the securities entitled to vote generally in the election directors of the entity resulting from the Change of Control, or (ii) acquires all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-

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3 promulgated under the Exchange Act) of 25% or more of the outstanding securities of the Company or the Bank entitled to vote generally in the election of directors.



4. Termination for Cause; Death; Disability; Good Reason.



(a) Termination for Cause. With respect to termination of Executive’s employment, “Cause” shall be considered to exist if Executive: (i) has willfully failed or refused to perform his assigned duties under this Agreement in any material respect (including, for these purposes, Executive’s inability to perform such duties as a result of drug or alcohol dependency); (ii) has committed gross negligence in the performance of, or is guilty of continual neglect of, his assigned duties; (iii) has been convicted or entered a plea of guilty or nolo contendere to, the commission of a felony or any other crime involving dishonesty, personal profit or other circumstance likely, in the reasonable judgment of the Board of Directors, to have a material adverse effect on the Bank and the Company or their business, operations or reputation taken as a whole; (iv) has violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order applicable to the Bank or the Company in his performance of services for the Bank or the Company or the Company’s or the Bank’s code of conduct; or (v) has willfully and intentionally breached the material terms of this Agreement in any material respect. For purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Bank and the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors, the board of directors of the Bank or the Executive Committee of either board or based upon the written advice of counsel for the Employer shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank and the Company. Any such determination must be made by a majority vote of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for that purpose, finding that, in the good faith opinion of the Board of Directors, Executive’s conduct satisfies the requirements for termination for Cause. Termination for Cause shall be effected by written Notice of Termination (as described below) to Executive setting forth with particularity the grounds for termination. Notwithstanding any other provision to the contrary, and for the avoidance of doubt, other than with respect to earned but unpaid salary and such other vested benefits as are set forth in this Agreement and in any other agreement or plan, Executive shall not have the right to receive compensation or other benefits for any period aftertermination for Cause..



(b) Termination without Cause. The Employer may terminate Executive’s employment without Cause, upon the vote of a majority of the members of the Board of Directors. In the event of Executive’s termination of employment by the Employer without Cause, in addition to amounts described in Section 5 below, Executive will be entitled to payment from the Employer in the amount of all earned but unpaid salary as of the date of termination of employment and such other vested benefits as are set forth in this Agreement and in any other agreement or plan.



(c)Death. Notwithstanding any other provision of this Agreement to the contrary, in the event of Executive’s death during the period of his employment under this Agreement, the Employer shall make payment to his estate in the amount of Executive’s base salary through the end of the month in which the death occurred, and such other vested benefits as are set forth in this<br>   <br>6

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Agreement and in any other agreement or plan. This provision shall not negate any rights Executive or his beneficiaries may have to death benefits under any employee benefit plan of the Company or the Bank. In the event of: (i) Executive’s death during the Employment Period, any unvested Restricted Stock will be forfeited, and (ii) if the Executive’s death occurs after the Employment Period and while the Executive is serving as a director of the Company or Bank, any unvested Restricted Stock will vest immediately.



(d) Disability. The Employer may terminate Executive’s employment upon a determination, by vote of a majority of the members of the Board of Directors, acting in reliance on the written advice of a medical professional acceptable to them and reasonably acceptable to Executive or his guardian, that Executive is suffering from a “Disability,” which shall mean a physical or mental impairment which, at the date of the determination, has prevented Executive from performing his assigned duties on a substantially full-time basis for a period of at least sixty (60) days during the period of six (6) months ending with the date of the determination or is likely to result in death or prevent Executive from performing his assigned duties on a substantially full-time basis for a period of at least sixty (60) days during the period of six (6) months beginning with the date of the determination. As a condition to any benefits, the Board of Directors may require Executive to submit to such physical or mental evaluations and tests as it deems reasonably appropriate. In the event of Executive’s Disability, Executive will be entitled to payment from the Employer in the amount of all earned but unpaid salary as of the date of termination of employment and such other vested benefits as are set forth in this Agreement and in any other agreement or plan. This provision shall not negate any rights Executive may have to disability benefits under any other plan of the Company or the Bank. A termination of employment due to Disability under this Section 4(d) shall be effected by Notice of Termination given to Executive by the Employer and shall take effect on the later of the effective date of termination specified in such notice or sixty (60) days after the date on which the Notice of Termination is given to Executive, provided that Executive has not resumed, on a substantially full-time basis, his employment with the Employer as President and Chief Executive Officer.In the event of: (i) Executive’s Disability during the Employment Period, any unvested Restricted Stock will be forfeited, and (ii) if the Executive’s Disability occurs after the Employment Period and while the Executive is serving as a director of the Company or Bank, any unvested Restricted Stock will vest immediately.



(e) Termination for Good Reason. With respect to termination of Executive’s employment, “Good Reason” shall be considered to exist upon the occurrence of any of the following events without Executive’s consent:



(i) the assignment to duties materially inconsistent with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement;

(ii) a requirement that Executive report to an officer or employee instead of reporting directly to the Board of Directors;

(iii) a material reduction in Executive’s annual base salary;

(iv)the Employer requiring Executive to be based at any office or location resulting in a material increase in Executive’s commute to and from either the Naples, Florida office or the BCB Office(s) at which Executive regularly performs services;

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(v) the Board of Directors’ failure to appoint Executive as a director of the Company and Bank and to the Executive Committee of each of the boards of directors of the Company and the Bank or to nominate him for election by the Company’s shareholders or Executive’s removal from such boards or committees (as a result of not being reelected or otherwise); or

(vi) any other action or inaction that constitutes a material breach by the Employer of this Agreement, with the parties acknowledging that a change in the work location arrangements set forth in Section 1(c) would be a material breach of this Agreement;



provided that, within ninety (90) days after the initial existence of such event, the Employer shall be given notice and an opportunity, of not less than thirty (30) days, to remedy in good faith the condition constituting such “Good Reason” as asserted by Executive. Executive’s employment shall continue in effect during such time so long as the Employer makes diligent efforts during such time to cure the asserted Good Reason event or condition. In the event that the Employer shall remedy in good faith the event or condition constituting Good Reason, then Executive’s notice of termination for Good Reason shall be null and void, and, as a result of such event, the Executive shall not be entitled to resign with Good Reason. The Employer’s remedy of any Good Reason event or condition with or without notice from Executive shall not relieve the Employer from any obligations to Executive under this Agreement or otherwise and shall not affect Executive’s rights upon the reoccurrence of the same, or the occurrence of any other, Good Reason event or condition. Executive’s resignation hereunder for Good Reason shall not occur later than one hundred fifty (150) days following the initial date on which the event Executive claims constitutes Good Reason occurred. In the event of Executive’s termination of employment for Good Reason, in addition to amounts described in Section 5 below, Executive will be entitled to payment from the Employer in the amount of all earned but unpaid salary as of the date of termination of employment and such other vested benefits as are set forth in this Agreement and in any other agreement or plan.



5. Severance



In addition to the salary and benefits described in Sections 4(c) and (e), if Executive’s employment is terminated by the Employer without Cause, or Executive resigns for Good Reason, then subject to Executive’s continuing compliance with Section 8 herein, Executive shall be entitled to twelve (12) months of Executive’s then-current base salary, payable in a lump sum. Executive must execute and deliver, without revocation, a release of claims in a form in substantially the form attached as Exhibit A(the “Release”) no later than sixty (60) days following Executive’s last day of employment, and if Executive fails or refuses to do so, then Executive shall forfeit the right to the termination compensation as would otherwise be due and payable. The lump sum severance payment will be made on the first payroll period following the date the Release becomes effective.



6. Notice.



(a) Any notice or communication permitted or required by this Agreement shall be in writing and shall become effective two days after mailing by certified mail, return receipt requested, postage prepaid, addressed as follows:



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If to the Employer, to:BCB Bancorp, Inc.

Attn: General Counsel  
104-110 Avenue C  
Bayonne, New Jersey 07002



With a copy to:

Luse Gorman, PC

5335 Wisconsin Avenue, N.W., Suite 780  
Washington, D.C. 20015  
Attention: John J. Gorman

D. Max Seltzer  
Email: jgorman@luselaw.com

mseltzer@luselaw.com

If to Executive, to his address most recently on file with the Employer, with a copy to:



Arnold & Porter Kaye Scholer LLP

250 West 55thStreet

New York, NY 10019-9710

Attention: Robert C. Azarow Telephone: 212-836-7477

Email:Robert.Azarow@arnoldporter.com



(b) Any purported termination of employment by the Employer or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon to provide a basis for termination of Executive’s employment.



7. Post-Termination Obligations.



All payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with Section 8 of this Agreement. Executive shall, upon reasonable notice, furnish such information and assistance to the Employer as may reasonably be required by the Employer in connection with any litigation to which it or any of its affiliates is, or may become, a party, other than any litigation between Executive and the Employer or its affiliates. The Employer shall reimburse Executive for reasonable costs incurred by Executive in providing such information and assistance.



8. Non-Competition, Non-Solicitation and Non-Disclosure.



(a) Non-Competition. For a period of between one (1) and two (2) years following<br>   <br>9

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Executive’s termination of employment for any reason, as determined by Executive and the Employer, and subject to Section 20(c) of this Agreement, Executive agrees to the application of, and to abide by, the non-competition and non-solicitation of clients and customers restrictions and covenants set forth in this Section 8(a).



(i)Executive will not contact (with a view toward selling any product or service competitive with any product or service sold or proposed to be sold by the Company, the Bank, or any subsidiary of such entities) any person, firm, association or corporation (1) to which the Company, the Bank, or any subsidiary of such entities sold any product or service during the thirty-six (36) month period immediately prior to Executive’s termination of employment, or(2) which Executive was otherwise aware was a client of the Company, the Bank, or any subsidiary of such entities at the time of termination of employment. Executive will not directly or indirectly make any such contact, either for his own benefit or for the benefit of any other person, firm, association, or corporation.



(ii)Executive shall not engage in providing professional services or enter into employment or engagement as an employee, director, consultant or similar relationship with any financial services enterprise (including but not limited to a savings and loan association, bank, credit union, or insurance company) that is engaged in the business of offering retail customer and commercial deposit and/or loan products in the State of New Jersey and is materially competitive with the Company, the Bank or any of their subsidiaries in New Jersey.



The provisions of this Section 8(a) shall survive the expiration of this Agreement.



(b) Non-Solicitation of Employees. For a period of two (2) years following Executive’s termination of employment for any reason,Executive hereby agrees that he shall not, on his own behalf or on behalf of others, employ, solicit, or induce, or attempt to employ, solicit or induce, any employee of the Company, the Bank, or any subsidiary of such entities for employment with any enterprise, nor will the Executive directly or indirectly, on his behalf or for others, seek to influence any employee of the Company, the Bank, or any subsidiary of such entities to leave the employ of the Company, the Bank, or any subsidiary of such entities.The provisions of this Section 8(b) shall survive the expiration of this Agreement.



(c) Non-Disparagement. Executive shall not make any statements that disparage the Company, the Bank, or any subsidiary of such entities or the business practices of the Company, the Bank, or any subsidiary of such entities, except (i) for any communication required by law or by a court or other governmental agency of competent jurisdiction, or (ii) to exercise any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934, as amended (“Exchange Act”)). The Company and the Bank shall not knowingly or intentionally make any statements that disparage Executive, and the Company and the Bank shall each instruct its directors and officers not to make any statements that disparage Executive. The provisions of this Section 8(c) shall survive the expiration of this Agreement.



(d) Non-Disclosure. Executive acknowledges that during his employment he will learn<br>   <br>10

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and have access to confidential information regarding the Company and the Bank and its customers and businesses (“Confidential Information”). Executive agrees and covenants not to disclose or use for his own benefit, or the benefit of any other person or entity, any such Confidential Information, unless or until the Company or the Bank consents to such disclosure or use, or such information becomes common knowledge in the industry or is otherwise legally in the public domain. Executive shall not knowingly disclose or reveal to any unauthorized person any Confidential Information relating to the Company, the Bank, or any subsidiaries or affiliates, or to any of the businesses operated by them, and Executive confirms that such information constitutes the exclusive property of the Company and the Bank. Executive shall not otherwise knowingly act or conduct himself (1) to the material detriment of the Company or the Bank, or its subsidiaries, or affiliates, or (2) in a manner which is inimical or contrary to the interests of the Company or the Bank. Notwithstanding the foregoing, it shall not be a breach of this Section 8(d) for Executive todisclose Confidential Information to the extent that disclosure is (A) requested by the Employer or its affiliates or (B) required by a court or other governmental agency of competent jurisdiction. The provisions of this Section 8(d) shall survive the expiration of this Agreement. Notwithstanding anything herein to the contrary, the Executive is hereby notified, in accordance with the Defend Trade Secrets Act of 2016, that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if he files a lawsuit for retaliation by the Company or the Bank for reporting a suspected violation of law, the Executive may disclose the Company’s or the Bank’s trade secrets to his attorney and use the trade secret information in the court proceeding if the Executive (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. Further, notwithstanding anything in this Agreement to the contrary, nothing contained herein prohibits the Executive from reporting, without the prior authorization of the Company or the Bank and without notifying the Company or the Bank, possible violations of federal law or regulation to the United States Securities and Exchange Commission, the United States Department of Justice, the United States Congress or other governmental agency having apparent supervisory authority over the business of the Company or the Bank, or making other disclosures that are protected under the whistleblower provisions of Federal law or regulation.



(e) For purposes of this Section 8, the parties agree to exclusive jurisdiction in the federal and state courts of New Jersey. Subject to the final sentence of this Section 8(e), the parties hereto, recognizing that irreparable injury will result to the Employer or its affiliates, its business and property in the event of Executive’s breach of any provision of this Section 8, agree that in the event of any such breach by Executive, the Employer or its affiliates will be entitled, in addition to any other remedies and damages available, to an injunction issued by any court of competent jurisdiction located in New Jersey to restrain the violation or attempted violation hereof by Executive, Executive’s partners, agents, servants, employees and all persons acting for or under the direction of Executive. Executive further agrees that the period of restriction set forth in this Section 8 shall be tolled during any period of violation thereof by Executive. Executive represents and admits that in the event of his termination of employment with the Employer, Executive’s experience and capabilities are such that Executive can obtain employment in a business engaged<br>   <br>11

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in other lines and/or of a different nature than the Employer or its affiliates, and that the enforcement of a remedy by way of injunction will not prevent Executive from earning a livelihood. Nothing herein will be construed as prohibiting the Employer or its affiliates from pursuing any other remedies available to the Employer or its affiliates for such breach or threatened breach, including the recovery of damages from Executive.



9. Source of Payments; No Duplication of Payments.



(a) All payments provided for in this Agreement shall be timely paid in cash or check from the general funds of the Employer, subject to Section 9(b).



(b) In the event that Executive shall perform services for the Bank or any other direct or indirect subsidiary or affiliate of the Company or the Bank, any compensation or benefits provided to Executive by any direct or indirect subsidiary of the Company or the Bank shall be applied to offset the obligations of the Company hereunder in such manner as the Company and the Bank may mutually agree, it being intended that this Agreement set forth the aggregate compensation and benefits payable to Executive for all services to the Company, the Bank and all of their respective direct or indirect subsidiaries and affiliates.



10. Entire Agreement.

This Agreement, together with any subsequent understanding or modifications thereof as agreed to in writing by the parties, contain all of the terms agreed upon by the parties with respect to the subject matter of this Agreement and supersede all prior agreements, arrangements and communications between the parties concerning such subject matter, whether oral or written. Notwithstanding anything herein to the contrary, any period that Executive shall have served the Company, the Bank or any related entity as a consultant and not as an employee prior to the commencement of Executive’s employment under this Agreement shall not be deemed service to the Company as an employee, and shall not be considered or included in any calculation or determination of time employed by the Company for purposes of this Agreement.



11. No Attachment.



Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation, or to execution, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to affect any such action shall be null, void and of no effect.



12. Modification and Waiver.



(a) This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.



(b) No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by<br>   <br>12

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written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.



13. Severability.



If, for any reason, any provision of this Agreement, or any part of any provision, is held invalid, such invalidity shall not affect any other provision of this Agreement or any remaining part of such provision not held so invalid, and each such other provision and part thereof shall to the full extent consistent with law continue in full force and effect.



14. Headings for Reference Only.



The headings of sections and paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.



15. Governing Law.



Except to the extent preempted by federal law, the validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of New Jersey without regard to principles of conflicts of law of New Jersey.



16. Arbitration.



Except as provided in Section 8(e) above, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled exclusively by arbitration in accordance with the rules then in effect of the district office of the American Arbitration Association (“AAA”) nearest to the Bayonne Office of the Employer, and judgment upon the award rendered may be entered in any court having jurisdiction thereof, except to the extent that the parties may otherwise reach a mutual settlement of such issue. The provisions of this Section 16 shall survive the expiration of this Agreement.



17. No Duty of Mitigation.



Executive shall not be required to mitigate the amount of any payment of severance benefits if he accepts other compensation for employment with another entity.



18. Indemnification.



Except as prohibited by applicable law, the Employer shall provide Executive (including his heirs, executors and administrators) with coverage under a directors’ and officers’ liability insurance policy at its expense on terms and conditions at least as favorable as the most favorable coverage in effect for other directors and officers of the Employer (or any successor), and shall indemnify Executive (and his heirs, executors and administrators) to the fullest extent permitted

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under New Jersey law against all expenses and liabilities reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his having been a director or officer of the Employer or its affiliates (whether or not he continues to be a director or officer at the time of incurring such expenses or liabilities), such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the costs of reasonable settlements. The provisions of this Section 18 shall survive the expiration of this Agreement.



19. Successors and Assigns.



This Agreement shall be binding upon, and inure to the benefit of, Executive, the Employer and their respective successors and assigns. The Employer shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of the Bank or the Company, expressly and unconditionally to assume and agree to perform the Employer’s obligations under this Agreement, in the same manner and to the same extent that the Employer would be required to perform if no such succession or assignment had taken place. Executive shall not assign any part of Executive’s rights under this Agreement without the written consent of the Employer.



20. Withholding; 409A; 280G.



(a) All payments required to be made by the Employer hereunder to Executive shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Employer may reasonably determine should be withheld pursuant to any applicable federal, New Jersey or Florida law or regulation based on Executive’s employment at the Florida office.



(b) The Employer and Executive intend that the payment and benefits provided for in this agreement either be exempt from or compliant with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any ambiguity herein shall be interpreted so as to be consistent with the intent of this Section 20(b). Notwithstanding anything contained herein to the contrary, all payments and benefits under Section 5 of this Agreement shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” from the Employer within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder, and the payment of the severance benefits to be made under Section 5 shall be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii).Further, if at the time of Executive’s termination of employment with the Employer, Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in payments or benefits ultimately paid or provided to Executive) until the date that is at least six (6) months following Executive’s termination of employment with the Employer (or the earliest date permitted under Section 409A of the Code), whereupon the Employer will pay Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to Executive under this Agreement during the period in which such payments or benefits were<br>   <br>14

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deferred. Thereafter, any remaining payments will resume in accordance with this Agreement.To the extent that any reimbursements or in-kind payments are subject to Section 409A of the Code, then such reimbursements or in-kind payments (other than medical expenses) shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.



(c)Section 280G of the Code.If Executive’s employment is terminated following a Change of Control, the non-competition and non-solicitation restrictions set forth in Section 8(a) of this Agreement shall apply for the period of time mutually agreed to by the parties, and in no event shall the time period be less than one (1) year or exceed two (2) years. The Company, the Bank and Executive hereby recognize that: (i) the non-solicitation restriction and non-competition of clients and customers restriction under Sections 8(a) and 8(b) have value, and (ii) the value shall be recognized in any calculations the Company, the Bank and Executive perform with respect to determining the affect, if any, of the parachute payment provisions of Section 280G of the Code (“Section 280G”), by allocating a portion of any payments, benefits or distributions in the nature of compensation (within the meaning of Section 280G(b)(2)), including the payments under Sections 3(b) or 5 of this Agreement, to the fair value of the non-solicitation and non-competition restriction under Section 8(a) of this Agreement (the “Appraised Value”).The Company and the Bank, at the Bank’s expense, shall obtain an independent appraisal to determine the Appraised Value no later than forty-five (45) days after entering into an agreement, that if completed, would constitute a Change of Control as defined in Section 3(f). The Appraised Value will be considered reasonable compensation for post change in control services within the meaning of Q&A-40 of the regulations under Section 280G; and accordingly, any aggregate parachute payments, as defined in Section 280G, will be reduced by the Appraised Value.



21. Regulatory Matters.



Nothing in this Agreement shall be deemed to constitute an obligation of the Company or the Bank to make any payments to Executive or agree to make any payments to Executive which are prohibited or require prior approval in accordance with the Federal Deposit Insurance Corporation (“FDIC”) regulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.



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IN WITNESS WHEREOF, BCB Bancorp, Inc. has caused this Agreement to beexecuted by its duly authorized officer, and Executive has signed this Agreement, on this 1stdayofJune, 2026.



BCB BANCORP, INC.





/s/ Mark D. Hogan

Name: Mark D. Hogan

Title: Chairman of the Board





BCBCOMMUNITY BANK





/s/ Mark D. Hogan

Name: Mark D. Hogan

Title: Chairman of the Board





EXECUTIVE





/s/ Thomas M. O’Brien

Thomas M. O’Brien

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EXHIBIT A



SEPARATION AGREEMENT AND GENERAL RELEASE



THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Release”) is made and entered into as of this ____ day of _____________, ____, by and between, BCB Bancorp, Inc. (the “Company”), BCB Community Bank(the “Bank”) and Thomas M. O’Brien (“Executive”).The Company and the Bank are sometimes referred to in this Release individually or together as the “Employer”



FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:



1.Termination of Employment. Effective as of the close of business on \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, Executive and the Employer agree that Executive’s employment with the Employeris terminated.



2.Settlement Payment.

(a)Payments.The Employer shall pay to Executive the severance amounts set forth in Section 5 of Executive’s Employment Agreement made and entered into as of June 1, 2026, by and between the Employer and Executive (the “Employment Agreement”) at the time specified in the Employment Agreement. [Executive shall also be entitled to the accelerated vesting of Executive’s restricted stock, as set forth in Section 3(b) of the Employment Agreement and the Restricted Stock Agreement dated \_\_\_\_\_\_\_\_\_\_\_\_, 2026 (the “Restricted Stock Agreement”).]Such severance payments shall be in consideration of the release of all claims described below in Paragraph 3, the Covenant Not to Sue described in Paragraph 4, and the Protective Covenants described in Paragraph 6.

(b)Continuing Rights.Executive agrees that: (i) he is not owed any unused vacation pay or any amounts as reimbursement for expenses incurred during the course of his employment; and (ii) that he has been paid all other compensation due to him, including but not limited to all salary, bonuses, incentives and all other compensation of any nature whatsoever. Notwithstanding the foregoing, nothing herein waives any right that Employee may have to vested equity pursuant to the terms of the Restricted Stock Agreement.

(c)Continuing Entitlement. Executive acknowledges that his entitlement to payments under this Paragraph 2 shall be conditioned upon his continuing compliance with Paragraphs 4, 5, 6 and 9(a) of the Release through the applicable payment date, and any violation of Paragraphs 4, 5, 6 or 9(a) by Executiveprior to the payment date shall terminate the Employer’s obligation to make payments in accordance with this Paragraph 2.



3.General Release.As a material inducement to the Employer to enter into this Release and in consideration of the payments to be made by the Employer to Executive in accordance with Paragraph 2 above, Executive, on behalf of himself, his representatives, agents, estate, heirs,<br>   <br>1<br>

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successors and assigns, releases and discharges the Employer, its shareholders, officers, directors, supervisors, members, managers, employees, agents, representatives, attorneys, insurers, parent companies, divisions, subsidiaries, affiliates, and all employee benefit plans sponsored by or contributed to by the Employer (including any fiduciaries thereof), and all related entities of any kind or nature, and its and their predecessors, successors, heirs, executors, administrators, and assigns (collectively, the “Released Parties”) from any and all claims, actions, causes of action, grievances, suits, charges, or complaints of any kind or nature whatsoever, that he ever had or now has, whether fixed or contingent, liquidated or unliquidated, known or unknown, suspected or unsuspected, and whether arising in tort, contract, statute, or equity, before any federal, state, local, or private court, agency, arbitrator, mediator, or other entity, regardless of the relief or remedy; provided, however, and subject to Paragraph 4 below, the Release is not intended to and does not limit Executive’s right to file a charge or participate in an investigative proceeding of the Equal Employment Opportunity Commission (“EEOC”) or another governmental agency.Without limiting the generality of the foregoing, this Release specifically includes, but is not limited to, and is intended to explicitly release, any and all subject matter and claims arising from or in connection with any alleged violation by any of the Released Parties under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended by the Civil Rights Act of 1991 (42 U.S.C. § 1981); the Rehabilitation Act of 1973, as amended; Executive Retirement Income Security Act of 1974, as amended (whether such subject matter or claims are brought on an individual basis, a class representative basis, or otherwise on behalf of an employee benefit plan or trust); the Florida Civil Rights Act, the Florida Whistleblower Protection Act, the Florida Minimum Wage Act, the Florida Constitution, the Florida Fair Housing Act and other similar state or local laws; the Americans with Disabilities Act; the Family and Medical Leave Act; the Genetic Information Nondiscrimination Act of 2008; the Worker Adjustment and Retraining Notification Act; the Equal Pay Act; Executive Order 11246; Executive Order 11141; and any other statutory claim, tort claim, employment or other contract or implied contract claim, or common law claim for wrongful discharge, breach of an implied covenant of good faith and fair dealing, defamation, invasion of privacy, or any other claim, arising out of or in connection with or involving his employment with the Employer, the termination of his employment with the Employer, or involving any other matter; provided, that this Release shall not apply to (i) the Employer’s obligation to make the Severance Payments described in Paragraph 2(a), (ii) any vested equity rights to which Executive is entitled, including under the Restricted Stock Agreement, which shall continue to be governed by the Restricted Stock Agreement, (iii) any vested retirement benefits, (iv) any claims based on acts or events occurring after the date of this Release, (v) claims which cannot be waived by law, such as claims for unemployment benefit rights and workers’ compensation, and (vi) any indemnification rights Executive has against the Company, BCB Community Bank or their respective affiliates.Executive further acknowledges that he is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, action and causes of action that are unknown to the releasing or discharging party at the time of execution of the release and discharge.Executive hereby expressly waives, surrenders and agrees to forego any protection to which he would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction including, but not limited to, the State of Florida.



4.Covenant Not to Sue. Executive, for himself, his heirs, executors, administrators, successors and assigns agrees not to bring, file, claim, sue or cause, assist, or permit to be brought, filed, or claimed, any action, cause of action or proceeding regarding or in any way related to any of the released claims described in Paragraph 4 hereof.If Executive files a charge or participates in an investigative proceeding of the EEOC or another governmental agency, or is otherwise made a party to any proceedings described in Paragraph 3 hereof, Executive will not seek and will not accept any<br>   <br>2<br>

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personal equitable or monetary relief in connection with such charge or investigative or other proceeding; provided, however, that this Release does not limit Executive’s right to receive an award for information provided to any governmental agencies under any whistleblower program.Executive further understands that this Release does not limit his ability to communicate with any governmental agencies or otherwise participate in any investigation or proceeding that may be conducted by any governmental agencies, including providing documents or other information, without notice to the Employer.



5.No Disparaging, Untrue Or Misleading Statements.Executive represents that he has not made, and agrees that he will not make, to any third party any disparaging, untrue, or misleading written or oral statements about or relating to the Released Parties or their products or services (or about or relating to any officer, director, agent, employee, or other person acting on the Released Parties’ behalf).The Employer agrees that it will direct its directors and executives not to make any disparaging, untrue, or misleading written or oral statements about or relating to Executive.Neither this provision nor anything else in this Release bars Executive or the Employer from communicating with, directly or indirectly, or sharing truthful information with any governmental administrative agency such as the SEC or EEOC, nor is this provision intended to any way interfere with Executive’s rights under Section 7 of the National Labor Relations Act.



6.Protective Covenants.Executive acknowledges and agrees that he shall continue to be bound by the terms and conditions of Section 8 of the Employment Agreement, the terms of which are incorporated herein by reference.

7.Severability. If any provision of this Release shall be found by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, then such provision shall be construed and/or modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Release, as the case may require, and this Release shall be construed and enforced to the maximum extent permitted by law, as if such provision had been originally incorporated herein as so modified or restricted, or as if such provision had not been originally incorporated herein, as the case may be. The parties further agree to seek a lawful substitute for any provision found to be unlawful; provided, that, if the parties are unable to agree upon a lawful substitute, the parties desire and request that a court or other authority called upon to decide the enforceability of this Release modify the Release so that, once modified, the Release will be enforceable to the maximum extent permitted by the law in existence at the time of the requested enforcement.



8.Waiver.A waiver by the Employer of a breach of any provision of this Release by Executive shall not operate or be construed as a waiver or estoppel of any subsequent breach by Executive.No waiver shall be valid unless in writing and signed by an authorized officer of the Employer.



9.Miscellaneous Provisions.

(a)Non-Disclosure.Executive agrees that he will keep the terms and amounts set forth in this Release completely confidential and will not disclose any information concerning this Release’s terms and amounts to any person other than his attorney, accountant, tax advisor, financial advisor or immediate family, except as required pursuant to legal process, as necessary to enforce this Agreement, as necessary to any governmental agency including any taxing authority, and as otherwise may be required by law.Should Executive disclose information about this Release to his<br>   <br>3<br>

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immediate family, attorney and/or tax and financial advisors, he shall advise such persons that they must maintain the strict confidentiality of such information and must not disclose it unless otherwise required by law.



(b)Representation.Executive represents and certifies that he has carefully read and fully understands all of the provisions and effects of this Release, has knowingly and voluntarily entered into this Release freely and without coercion, and acknowledges that on \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, the Employer advised him to consult with an attorney prior to executing this Release and further advised him that he had twenty-one (21) days (until \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_) within which to review and consider this Release and that, if he signs this Release in less time, he has done so voluntarily in order to obtain sooner the benefits under this Release.



(c)Revocation.Executive acknowledges that he has seven (7) days from the date this Release is executed in which to revoke his acceptance of this Release, and this Release will not be effective or enforceable until such seven (7)-day period has expired.To be effective, any such revocation must be in writing and delivered to the Employer’s principal place of business on or before the seventh day after signing and must expressly state Executive’s intention to revoke this Release.



(d)Return of Property.By signing this Release, Executive affirms having returned to the Employer all of the Employer’s property that is in Executive’s possession, custody or control, including, without limitation, (a) all keys, access cards, credit cards, computer hardware (including but not limited to all hard drives, compact disks, DVDs, electronic storage devices, and personal data assistants, and the contents of all such hardware, as well as any passwords or codes or instructions needed to operate any such hardware), computer software and programs, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information, design information, specifications and plans, data base information and lists, mailing lists, notes, and any other property or information that Executive has or had relating to the Employer (whether those materials are in paper, electronic or computer-stored form), and (b) all documents and other property containing, summarizing, or describing any Confidential Information (as defined in the Employment Agreement).Executive affirms that he has not retained any such property or information, and will not give copies of such property or information or disclose their contents to any other person.



10.Complete Agreement.This Release sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements or understandings, whether oral or written, between the parties pertaining to actual or potential claims arising from Executive’s employment with the Employer or the termination of Executive’s employment with the Employer; provided, however, that all obligations and rights arising under Section 8 of the Employment Agreement shall not be superseded, shall be unaffected hereby, and shall remain in full force and effect.



11.No Pending Lawsuits.Executive represents that he has no lawsuits, claims or actions pending in his name, or on behalf of any other person or entity, against the Employer or any of the Released Parties.



12.No Admission of Liability.Executive understands and acknowledges that this Release constitutes a compromise and settlement of any and all actual or potential disputed claims by Executive.No action taken by the Employer hereto, either previously or in connection with this Release, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or<br>   <br>4<br>

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potential claims or (b) an acknowledgment or admission by the Employer of any fault or liability whatsoever to Executive or any third party.



13.Amendment.This Release may not be altered, amended, or modified except in writing signed by both Executive and the Employer.



14.Joint Participation.The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release.Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party.This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.



15.Applicable Law. This Release shall be governed by, and construed in accordance with, the laws of the State of New Jersey, and any court action commenced to enforce this Release shall have as its sole and exclusive venue the State of New Jersey.In addition, Executive and the Employer waive any right he or it may otherwise have to a trial by jury in any action to enforce the terms of this Release.



16.Execution of Release.This Release may be executed in counterparts, each of which shall be considered an original, but which when taken together, shall constitute one Release.The Release, to the extent signed and delivered by means of a facsimile machine or by PDF File (portable document format file), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the originally signed version delivered in person.At the request of any party hereto, each other party shall re-execute original forms hereof and deliver them to all other parties.



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PLEASE READ THIS AGREEMENT AND CAREFULLY CONSIDER ALL OF ITS PROVISIONS BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING THOSE UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, AND OTHER FEDERAL, STATE AND LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT.



IN WITNESS WHEREOF, Executive,the Company and the Bank have voluntarily signed this Separation Agreement and General Release effective as of the first date set forth above.





BCB Bancorp, Inc.Thomas M. O’Brien





Name:

Title:



BCB Community Bank





Name:

Title:

6

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## EX-31.1

SEC source: [bcbp-20260630xex31_1.htm](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex31_1.htm)

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas M. O’Brien, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BCB Bancorp, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and;

d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Date: August10, 2026 /s/ Thomas M. O’Brien

Thomas M. O’Brien

President and Chief Executive Officer<br>(Principal Executive Officer)





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## EX-31.2

SEC source: [bcbp-20260630xex31_2.htm](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex31_2.htm)

Exhibit 31.2

Certification of Principal Accounting Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jawad Chaudhry, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of BCB Bancorp, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and;

d) disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:August10, 2026 /s/ Jawad Chaudhry

Jawad Chaudhry<br>Chief Financial Officer

(Principal Accounting and Financial Officer)





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## EX-32

SEC source: [bcbp-20260630xex32.htm](https://www.sec.gov/Archives/edgar/data/1228454/000122845426000008/bcbp-20260630xex32.htm)

Exhibit 32

Certification pursuant to

18 U.S.C. Section 1350,

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

ThomasM. O’Brien, President and Chief Executive Officer and Jawad Chaudhry, Chief Financial Officer of BCB Bancorp, Inc. (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the quarterly report of the Company on Form 10-Q for the quarter ended June30, 2026 and that to the best of his/her knowledge:



(1) the report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and



(2) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.



The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002.



Date: August10, 2026 /s/ Thomas M. O’Brien

President and Chief Executive Officer<br>(Principal Executive Officer)

Date: August10, 2026 /s/ Jawad Chaudhry

Chief Financial Officer<br>(Principal Accounting and Financial Officer)



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