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  4. [Form 3] BCB BANCORP INC Initial Statement of Beneficial Ownership

BCB Bancorp (BCBP) CEO granted 709,220 restricted shares with multi-year vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

BCB Bancorp Inc. Chief Executive Officer Thomas M. O'Brien reports direct ownership of 709,220 shares of common stock, reflecting a restricted stock inducement award. The award vests in five equal installments of 141,844 shares each December 31 from 2026 through 2030, with specified acceleration provisions tied to Change of Control, board service, death, disability, and certain employment terminations.

Positive

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Insider OBrien Thomas M
Role Chief Executive Officer
Type Security Shares Price Value
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 709,220 shares (Direct)
Footnotes (1)
  1. Represents an award of restricted stock pursuant to an inducement grant. The restricted stock will vest as follows: 141,844 shares on December 31, 2026, 141,844 shares on December 31, 2027, 141,844 shares December 31, 2028, 141,844 shares on December 31, 2029, and 141,844 shares on December 31, 2030, subject to continued service with the Company or the Bank (whether as an employee, consultant or member of the board of directors) on each such date. The shares will fully vest earlier : (i) upon the occurrence of certain events related to or following a Change of Control or potential Change of Control, (ii) under certain circumstances if the Bank does not continue to appoint Mr. O'Brien as a member of the board of directors of the Bank or the Company or any successor or takes action to remove Mr. O'Brien as a member of the board of directors of the Bank or the Company or any successor, (Continued from footnote 1) and (iii) under certain circumstances in the event of on Mr. O'Brien's death or disability, in each such case as specified in, and defined in, the award agreement and in the employment agreement between Mr. O'Brien and the Company effective as of June 1, 2026. In addition, a pro rata portion of the otherwise unvested shares will vest upon a termination of employment by the Company without Cause or a resignation for Good Reason prior to a Vesting Acceleration Event, as specified in, and defined in, the award agreement and in the employment agreement between Mr. O'Brien and the Company effective as of June 1, 2026.
Common stock held 709,220 shares Direct holdings reported by CEO Thomas M. O'Brien as of June 1, 2026
Vesting tranche 2026 141,844 shares Restricted stock scheduled to vest on December 31, 2026
Vesting tranche 2027 141,844 shares Restricted stock scheduled to vest on December 31, 2027
Vesting tranche 2028 141,844 shares Restricted stock scheduled to vest on December 31, 2028
Vesting tranche 2029 141,844 shares Restricted stock scheduled to vest on December 31, 2029
Vesting tranche 2030 141,844 shares Restricted stock scheduled to vest on December 31, 2030
restricted stock financial
"Represents an award of restricted stock pursuant to an inducement grant."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
inducement grant financial
"Represents an award of restricted stock pursuant to an inducement grant."
An inducement grant is a stock-based reward given to a new hire—often options or restricted shares—used as a recruiting “signing bonus” to encourage someone to join a company and stay long enough to add value. Investors care because these grants can dilute existing shareholdings, change executive incentives and increase reported compensation costs, so they signal both management priorities and potential impacts on shareholder value.
Change of Control financial
"upon the occurrence of certain events related to or following a Change of Control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Good Reason financial
"a resignation for Good Reason prior to a Vesting Acceleration Event"
Cause financial
"upon a termination of employment by the Company without Cause or a resignation"
Vesting Acceleration Event financial
"prior to a Vesting Acceleration Event, as specified in the award agreement"

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FAQ

What equity stake does BCB Bancorp (BCBP) CEO Thomas M. O'Brien report in this Form 3?
Thomas M. O'Brien reports direct ownership of 709,220 shares of BCB Bancorp common stock. These shares represent a restricted stock inducement award subject to multi-year vesting and potential acceleration under specified employment and Change of Control conditions.

How does the restricted stock inducement grant for BCBP’s CEO vest over time?
The restricted stock award vests in five equal tranches of 141,844 shares each. Vesting dates are December 31 of 2026, 2027, 2028, 2029, and 2030, conditioned on Mr. O'Brien’s continued service with the company or bank on each vesting date.

What events can accelerate vesting of the BCBP CEO’s restricted stock award?
Vesting can fully accelerate upon certain events related to or following a Change of Control, certain actions affecting Mr. O'Brien’s board appointments, or under specified circumstances involving his death or disability, as defined in the award and employment agreements.

Is there partial vesting protection if BCB Bancorp (BCBP) terminates the CEO without cause?
Yes. A pro rata portion of otherwise unvested shares will vest upon a termination by the company without Cause or a resignation for Good Reason before a Vesting Acceleration Event, as detailed in the award and June 1, 2026 employment agreements.

Does this BCBP Form 3 reflect an open-market stock purchase or sale by the CEO?
No. The filing reflects holdings and terms of a restricted stock inducement award. It does not report any open-market buy or sell transactions; the reported position is held directly by Mr. O'Brien.

What role does Thomas M. O'Brien hold at BCB Bancorp (BCBP) in connection with this equity award?
Thomas M. O'Brien is identified as Chief Executive Officer and a director of BCB Bancorp Inc. The restricted stock inducement award and its vesting terms are tied to his continued service with the company or the bank under his June 1, 2026 employment agreement.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
OBrien Thomas M
(Last)(First)(Middle)
104-110 AVENUE C
(Street)
BAYONNE NEW JERSEY 07002
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2026		3. Issuer Name and Ticker or Trading Symbol
BCB BANCORP INC [ BCBP ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock709,220(1)(2)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents an award of restricted stock pursuant to an inducement grant. The restricted stock will vest as follows: 141,844 shares on December 31, 2026, 141,844 shares on December 31, 2027, 141,844 shares December 31, 2028, 141,844 shares on December 31, 2029, and 141,844 shares on December 31, 2030, subject to continued service with the Company or the Bank (whether as an employee, consultant or member of the board of directors) on each such date. The shares will fully vest earlier : (i) upon the occurrence of certain events related to or following a Change of Control or potential Change of Control, (ii) under certain circumstances if the Bank does not continue to appoint Mr. O'Brien as a member of the board of directors of the Bank or the Company or any successor or takes action to remove Mr. O'Brien as a member of the board of directors of the Bank or the Company or any successor,
2. (Continued from footnote 1) and (iii) under certain circumstances in the event of on Mr. O'Brien's death or disability, in each such case as specified in, and defined in, the award agreement and in the employment agreement between Mr. O'Brien and the Company effective as of June 1, 2026. In addition, a pro rata portion of the otherwise unvested shares will vest upon a termination of employment by the Company without Cause or a resignation for Good Reason prior to a Vesting Acceleration Event, as specified in, and defined in, the award agreement and in the employment agreement between Mr. O'Brien and the Company effective as of June 1, 2026.
/s/ Thomas M. O'Brien07/15/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR