BCB Bancorp raises $92M in stock offering
BCB Bancorp raised about $92.4 million net from a 12.65 million-share underwritten common stock offering to bolster liquidity, capital and general corporate needs.
Rhea-AI Filing Summary
BCB Bancorp, Inc. (BCBP) completed an underwritten public offering of 12,650,000 shares of common stock, including the full exercise of the underwriter’s over-allotment option, at a public offering price of $7.75 per share. Piper Sandler & Co. acted as sole book-running manager under an Underwriting Agreement with customary terms and indemnification.
The Company received aggregate net proceeds of approximately $92,445,438 after underwriting discounts, commissions and estimated expenses, based on initial issuance of 11,000,000 shares and an additional 1,650,000 shares from the over-allotment option. BCB Bancorp intends to use the net proceeds for general corporate purposes, maintaining liquidity and capital levels, supporting Bank capital in connection with expected disposition of potential problem loans, and reducing debt.
Positive
- BCB Bancorp completed a sizable equity raise with net proceeds of about $92.4 million, providing additional liquidity and capital to support working capital, address potential problem loans, reduce debt, and help maintain capital and liquidity ratios at acceptable levels.
Negative
- None.
Filing Explained
The completed issuance adds 12.65 million common shares, diluting existing holders’ ownership percentages absent offsetting changes.
BCB Bancorp reports that the underwritten offering was completed on September 18, 2026: 12,650,000 common shares were issued and sold, increasing the share count and diluting existing holders’ percentage ownership absent offsetting changes.
This was an underwritten offering, meaning Piper Sandler bought the securities from the company for resale; the filing also records the underwriter’s full exercise of its 1,650,000-share over-allotment option.
The press release describes approximately
The newly issued 12,650,000 shares can be viewed alongside 18,101,822 common shares outstanding as of August 14, 2026; the filing does not provide a post-offering ownership percentage.
8-K Event Classification
Key Figures
Key Terms
over-allotment option financial
Underwriting Agreement financial
book-running manager financial
Form S-3 regulatory
Private Securities Litigation Reform Act of 1995 regulatory
Offering Details
FAQ
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What did BCBP announce regarding its common stock offering?
How much capital did BCBP raise in this offering?
How will BCBP use the net proceeds from the offering?
What agreement did BCBP enter into for this BCBP stock offering?
Under what registration statement was the BCBP offering conducted?
Who managed the BCBP offering and what was their role?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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Item 1.01. Entry Into a Material Definitive Agreement
On September 16, 2026, BCB Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, BCB Community Bank (the “Bank”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Sandler & Co. (the “Underwriter”) under which the Company agreed to sell up to 12,650,000 shares of its common stock, inclusive of a customary over-allotment option, to the Underwriter. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, the Company and the Bank agreed to indemnify the Underwriter against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriter may be required to make in respect of these liabilities.
Item 8.01. Other Events
On September 18, 2026, the Company issued 11,000,000 shares of its common stock, without par value, (the “Underwritten Shares”). The net proceeds of the offering of the Underwritten Shares were approximately $79,561,000 after deducting underwriting discounts and commissions and estimated offering expenses. The Underwriter exercised its overallotment option to purchase 1,650,000 additional shares of common stock in full. Therefore, the Company issued and sold an additional 1,650,000 shares of common stock (together with the Underwritten Shares, the “Shares”), and the aggregate net proceeds of the offering of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $92,445,438. The Company issued a press release announcing the closing of the offering.
The offering was made pursuant to a prospectus supplement dated September 16, 2026 and the accompanying prospectus dated August 25, 2026, filed with the Securities and Exchange Commission pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-298337).
Copies of a validity opinion with respect to the Shares, the Underwriting Agreement, and the Company’s press release are attached as Exhibits 5.1, 10.1 and 99.1, respectively, to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 5.1 | Opinion of Arnold & Porter Kaye Scholer LLP, dated September 18, 2026. | |
| 10.1 | Underwriting Agreement, dated September 16, 2026, among BCB Bancorp, Inc., BCB Community Bank and Piper Sandler & Co. | |
| 23.1 | Consent of Arnold & Porter Kaye Scholer LLP (included in Exhibit 5.1). | |
| 99.1 | Company press release, dated September 18, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BCB BANCORP, INC. | ||||||
| DATE: September 18, 2026 | By: | /s/ Ryan Blake | ||||
| Ryan Blake | ||||||
| Executive Vice President, Chief Operating Officer and Corporate Secretary (Duly Authorized Representative) | ||||||
Exhibit 99.1
|
CONTACT: | JAWAD CHAUDHRY, | ||||
| EVP, CFO & TREASURER | ||||||
| (800) 680-6872 |
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BCB Bancorp, Inc. Announces Closing of Public Offering and Full Exercise of Underwriter’s Over-Allotment Option, for Aggregate Gross Proceeds of $98 Million
BAYONNE, N.J., September 18, 2026 — BCB Bancorp, Inc. (the “Company”), (NASDAQ: BCBP), the holding company for BCB Community Bank (the “Bank”), announced today the closing of its previously announced underwritten public offering of 12,650,000 shares of its common stock, including the full exercise of the underwriter’s option to purchase up to 1,650,000 additional shares, at a public offering price of $7.75 per share. The aggregate gross proceeds from the offering were approximately $98,037,500, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
Piper Sandler & Co. (“PSC”) acted as the sole book-running manager for the offering. Arnold & Porter Kaye Scholer LLP advised the Company, and Kilpatrick Townsend & Stockton LLP advised PSC, in connection with the offering.
The Company intends to use the net proceeds of this offering of common stock for general corporate purposes, including maintaining liquidity, funding working capital needs, supporting Bank capital including in connection with the expected disposition of identified potential problem loans, reducing debt, and maintaining the Company’s capital and liquidity ratios, and the capital and liquidity ratios of the Bank, at acceptable levels.
The offering of common stock was made pursuant to a registration statement on Form S-3 (File No. 333-298337) that was declared effective by the Securities and Exchange Commission (the “SEC”) on August 25, 2026. A preliminary prospectus supplement to which this communication relates has been filed with the SEC. Prospective investors should read the preliminary prospectus supplement and the accompanying prospectus and other documents the Company filed with the SEC for more complete information about the Company and the offering. Copies of these documents are available at no charge by visiting the SEC’s website at www.sec.gov. Alternatively, when available, copies of the preliminary prospectus supplement, the prospectus supplement and accompanying prospectus related to the offering may be obtained by contacting Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Prospectus Department, by telephone at (800) 747-3924, or by email at prospectus@psc.com.
This press release does not constitute an offer to sell, a solicitation of an offer to sell, or the solicitation of an offer to buy any securities. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About BCB Bancorp, Inc.
Established in 2000 and headquartered in Bayonne, N.J., BCB Community Bank is the wholly-owned subsidiary of BCB Bancorp, Inc. (NASDAQ: BCBP). The Bank has twenty-two branch offices in Bayonne, Edison, Hoboken, Fairfield, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, and four branches in Hicksville and Staten Island, New York. The Bank provides businesses and individuals a wide range of loans, deposit products, and retail and commercial banking services. For more information, please go to www.bcb.bank.
Forward-Looking Statements
This release, like many written and oral communications presented by BCB Bancorp, Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. You can also identify them by the fact that they do not relate strictly to historical or current facts.
Forward-looking statements include statements with respect to our belief, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, including our growth strategy and expansion plans, including potential acquisitions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
Factors that could cause future results to differ materially from those anticipated by our forward-looking statements include the global impact of the United States military conflict with Iran, the periodic Federal budget and funding stalemates in Congress, global tariffs imposed by the Trump administration, higher inflation levels, changes in market interest rates and general economic concerns, all of which could impact our customers’ businesses and the economy and could cause increased loan delinquencies, a reduction in financial transactions and business activities, including decreased deposits and reduced loan originations. Other factors that could cause future results to vary materially from current management expectations as reflected in our forward-looking statements include, but are not limited to: global economic trends and geopolitical risks, including the ongoing conflicts in the Middle East, and changes in the rate of investment or economic growth, including as a result of sanctions, tariffs or other measures; unfavorable economic conditions in the United States generally and particularly in our primary market area and those of our customers, including the periodic Federal budget and funding stalemates in the U.S. Congress; the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of our loan and investment securities portfolios; the credit risk associated with our loan portfolio; supply chain disruptions and labor shortages; the impact of any future pandemics or other natural disasters; the Company’s ability to effectively attract and deploy deposits; changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets; the Company’s implementation of anticipated loan sales, which may not be completed in accordance with expected plans or the currently contemplated timeline, or at all, and may be disruptive to the Company and/or reduce the Company’s profitability in future periods; the pending sale of the Company’s cannabis business, which may not be completed in accordance with expected plans or the currently contemplated timeline, or at all, and may be disruptive to the Company and/or reduce the Company’s profitability in future periods; our ability to complete our proposed reincorporation from New Jersey
to Delaware, including our ability to receive shareholder approval of the proposed reincorporation, and our ability to realize the anticipated benefits of the proposed reincorporation; shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility; the effects of declines in real estate values that may adversely impact the collateral underlying our loans; increase in unemployment levels and slowdowns in economic growth; changes in the credit performance of our loan portfolio, including levels of criticized and classified loans, nonaccrual loans, and charge-offs; changes in the quality and composition of the Bank’s loan and investment portfolios; deposit flows; changes in liquidity levels, funding sources, or funding costs, and our ability to manage our liquidity risks; legislative and regulatory changes, including but not limited to, increases in Federal Deposit Insurance Corporation (“FDIC”) insurance rates; monetary and fiscal policies of the federal and state governments, including changes in government priorities or budgets; changes in tax policies, rates and regulations of federal, state and local tax authorities; demands for our loan products; demand for financial services; competition; changes in the securities or secondary loan markets; changes in management’s business strategies; our ability to enter new markets successfully; our ability to successfully integrate acquired businesses; changes in consumer spending; our ability to retain key employees; the effects of any reputational, credit, interest rate, market, operational, legal, liquidity, or regulatory risk; potential impact of regulatory requirements, matters, litigation, or other legal actions which could adversely affect operating results; failure to identify and adequately and promptly address cybersecurity risks, including data breaches and cyberattacks; developments in technology, such as artificial intelligence, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our customers’ expectations for convenience and security; civil unrest in the communities that we serve; changes in accounting principles and guidelines; other economic, competitive, governmental, regulatory, geopolitical and technological factors affecting our operations, pricing and services; and other factors discussed 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 filed for the year ended December 31, 2025, as updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and our other periodic reports that we file with the SEC.