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BCB Bancorp (NASDAQ: BCBP) halts dividend and DRIP to preserve capital

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BCB Bancorp, Inc. announced that its Board of Directors has suspended payment of the Company’s quarterly cash dividends on both common and preferred stock. At the same time, the Board suspended the Company’s 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan.

President and CEO Thomas M. O’Brien said the decision supports a thorough evaluation of the Bank’s credit portfolios and reflects a focus on capital preservation. Eliminating the quarterly dividend is expected to conserve approximately $1.86 million of capital per quarter to help maintain a “well-capitalized” position and support long-term shareholder value. Management also noted an expectation that the Bank will continue to support the Company’s debt service obligations given the parent company’s limited cash position.

Positive

  • None.

Negative

  • Suspension of shareholder payouts: The Board suspended quarterly cash dividends on common and preferred stock and halted the 2026 Dividend Reinvestment and Stock Purchase Plan, ending regular cash income for shareholders while conserving approximately $1.86 million of capital per quarter.

Insights

Dividend and DRIP suspension signal capital preservation priority at BCB Bancorp.

BCB Bancorp has halted quarterly cash dividends on common and preferred stock and suspended its 2026 Dividend Reinvestment and Stock Purchase Plan. Management states this will conserve about $1.86 million of capital per quarter while it undertakes a detailed review of credit portfolios.

The move emphasizes maintaining a “well-capitalized” status and acknowledges the parent company’s limited cash position, while expecting the Bank to continue supporting debt service. For income-focused holders, the loss of dividend income is a clear negative, even though the added capital cushion may strengthen balance-sheet resilience.

Overall, the action is a cautious response to credit and macroeconomic uncertainty and represents a meaningful change in shareholder return policy, likely to be viewed unfavorably by dividend-oriented investors.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Capital conserved from dividend elimination $1.86 million per quarter Expected capital conserved by suspending quarterly dividend
well-capitalized financial
"to preserve the Bank’s “well-capitalized” position with a reasonable cushion"
Dividend Reinvestment and Stock Purchase Plan financial
"voted to suspend its 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan"
A dividend reinvestment and stock purchase plan lets investors automatically use cash dividends to buy additional shares and often make extra share purchases directly from the company, usually at low or no commission. Think of it as an automatic savings plan for stock: dividends and optional contributions are turned into more shares, helping ownership grow through compounding and making regular investing simple and low-cost—key for long-term investors.
non-performing assets financial
"our level of non-performing assets and the costs associated with resolving any problem loans"
Loans or other credit exposures that are not producing expected income because borrowers have stopped making scheduled payments for a significant period (commonly around 90 days). Think of it like a business lending money that has gone quiet — the cash flow stops while the lender still carries the debt on its books. High levels of non-performing assets matter to investors because they reduce a lender’s earnings, tie up capital that could be used for growth, and signal higher risk of future losses.
FDIC insurance rates regulatory
"legislative and regulatory changes, including increases in Federal Deposit Insurance Corporation, or FDIC, insurance rates"
forward-looking statements regulatory
"may be deemed to be forward-looking statements under federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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BCB BANCORP INC false 0001228454 0001228454 2026-06-18 2026-06-18
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2026

 

 

BCB BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

New Jersey   0-50275   26-0065262

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

104-110 Avenue C  
Bayonne, New Jersey   07002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (201) 823-0700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

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 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

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. ☐

 

 
 


Item 8.01. Other Events

On June 18, 2026, BCB Bancorp, Inc. (the “Company”) announced that the Company’s Board of Directors has voted to suspend payment of the Company’s quarterly cash dividends on its common and preferred stock. In connection with the suspension of its cash dividends, the Company also announced that the Company’s Board of Directors voted to suspend its 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

No.   

Description

99.1    Company press release dated June 18, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Report on Form 8-K (including Exhibit 99.1) may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. The most significant factors that could cause future results to differ materially from those anticipated by our forward-looking statements include the global impact of the military conflicts in Iran and the Middle East, the potential impact of any future Federal budget stalemate in Congress, global tariffs imposed by the Trump administration, higher inflation levels, and general economic concerns, all of which could impact economic growth 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: our ability to manage liquidity and capital in a rapidly changing and unpredictable market, supply chain disruptions, labor shortages; unfavorable economic conditions in the United States generally and particularly in our primary market area; 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; our level of non-performing assets and the costs associated with resolving any problem loans including litigation and other costs; 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 quality and composition of the Bank’s loan and investment portfolios; changes in our ability to access cost-effective funding; deposit flows; legislative and regulatory changes, including increases in FDIC insurance rates; monetary and fiscal policies of the federal and state governments; changes in tax policies, rates and regulations of federal, state and local tax authorities; demands for our loan products; competition; our ability to hire and retain key employees; the effects of any reputational, credit, interest rate, market, operational, legal, liquidity, or regulatory risk; expanding regulatory requirements which could adversely affect operating results; 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 filed for the year ended December 31, 2025, and our other periodic reports that we file with the SEC. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

 


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: June 18, 2026     By:  

/s/ Ryan Blake

      Ryan Blake
     

Executive Vice President, Chief Operating Officer and Corporate Secretary

(Duly Authorized Representative)

Exhibit 99.1

 

 

LOGO

  CONTACT:  

RYAN BLAKE,

EVP, COO

JAWAD CHAUDHRY,

EVP, CFO

(800) 680-6872

 

LOGO

 

LOGO

BCB Announces Suspension of Cash Dividend

BAYONNE, N.J., June 18, 2026 — BCB Bancorp, Inc. (the “Company”), (NASDAQ: BCBP), the holding company for BCB Community Bank (the “Bank”), announced today that the Company’s Board of Directors voted to suspend payment of the Company’s quarterly cash dividends on its common and preferred stock. In connection with the suspension of its cash dividends, the Company also announced that the Company’s Board of Directors voted to suspend its 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan.

Thomas M. O’Brien, President and Chief Executive Officer of the Company and the Bank, stated, “As I noted during my introductory call, we will be undergoing a fulsome evaluation of the Bank’s credit portfolios, which will take some time. During that period, we will be focused on capital preservation and eliminating our quarterly dividend will conserve approximately $1.86 million of capital per quarter. While this decision is difficult, we believe it is the most prudent course of action to preserve the Bank’s “well-capitalized” position with a reasonable cushion and to support long-term shareholder value. We expect that the Bank will continue to support the Company’s debt service obligations given the parent company’s limited cash position.”

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-three branch offices in Bayonne, Edison, Hoboken, Fairfield, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, 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. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.


The most significant factors that could cause future results to differ materially from those anticipated by our forward-looking statements include the global impact of the military conflicts in the Ukraine and the Middle East, the potential impact of any future Federal budget stalemate in Congress, global tariffs imposed by the Trump administration, higher inflation levels, and general economic concerns, all of which could impact economic growth 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: our ability to manage liquidity and capital in a rapidly changing and unpredictable market, supply chain disruptions, labor shortages; unfavorable economic conditions in the United States generally and particularly in our primary market area; 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; our level of non-performing assets and the costs associated with resolving any problem loans including litigation and other costs; 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 quality and composition of the Bank’s loan and investment portfolios; changes in our ability to access cost-effective funding; deposit flows; legislative and regulatory changes, including increases in Federal Deposit Insurance Corporation, or FDIC, insurance rates; monetary and fiscal policies of the federal and state governments; 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; changes in consumer spending; our ability to hire and retain key employees; the effects of any reputational, credit, interest rate, market, operational, legal, liquidity, or regulatory risk; expanding regulatory requirements which could adversely affect operating results; 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 filed for the year ended December 31, 2025, and our other periodic reports that we file with the SEC.

FAQ

What did BCB Bancorp (BCBP) announce regarding its dividend?

BCB Bancorp’s Board suspended quarterly cash dividends on its common and preferred stock. Management said eliminating the dividend will conserve about $1.86 million of capital per quarter to help maintain a “well-capitalized” position and support long-term shareholder value.

Did BCB Bancorp (BCBP) change its Dividend Reinvestment and Stock Purchase Plan?

Yes. Along with suspending cash dividends, BCB Bancorp’s Board voted to suspend its 2026 Amended and Restated Dividend Reinvestment and Stock Purchase Plan, halting automatic reinvestment and stock purchase activity tied to that program for shareholders.

Why is BCB Bancorp suspending its dividend and DRIP plan?

President and CEO Thomas M. O’Brien said the Company is focused on capital preservation during a fulsome evaluation of the Bank’s credit portfolios. The dividend suspension is expected to conserve about $1.86 million of capital each quarter and help maintain a “well-capitalized” status.

How much capital will BCB Bancorp save by eliminating its dividend?

BCB Bancorp expects that eliminating its quarterly dividend will conserve approximately $1.86 million of capital per quarter. Management links this conservation to preserving the Bank’s “well-capitalized” position and supporting long-term shareholder value during a credit portfolio review.

What did BCB Bancorp say about its ability to service debt after the dividend suspension?

The Company stated it expects that BCB Community Bank will continue to support the parent’s debt service obligations. This expectation is highlighted in the context of the parent company’s limited cash position and the broader focus on capital preservation.

What risks and uncertainties did BCB Bancorp highlight in connection with this update?

BCB Bancorp listed numerous risks, including global military conflicts, potential Federal budget stalemates, tariffs, higher inflation, economic slowdowns, real estate value declines, non-performing assets, funding costs, regulatory changes, FDIC insurance rate increases, and expanding regulatory requirements that could adversely affect operating results.

Filing Exhibits & Attachments

4 documents