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 September 30, 2025
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 of
incorporation or organization)
(IRS Employer
I.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
Accelerated Filer
Non-Accelerated Filer
Smaller Reporting Company
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. ¨
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 November 1, 2025, BCB Bancorp, Inc. had 17,228,206 shares of common stock, no par value, outstanding.
BCB BANCORP INC. AND SUBSIDIARIES
INDEX
Page
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Financial Condition as of September 30, 2025 (unaudited) and December 31, 2024 (unaudited)
1
Consolidated Statements of Operations for the three and nine months ended September 30, 2025, 2024 and 2023 (unaudited)
2
Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2025, 2024 and 2023 (unaudited)
3
Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025, 2024 and 2023 (unaudited)
4
Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2025, 2024 and 2023 (unaudited)
7
Notes to Unaudited Consolidated Financial Statements
8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3. Quantitative and Qualitative Disclosures about Market Risk
35
Item 4. Controls and Procedures
36
PART II. OTHER INFORMATION
37
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
38
Signatures
39
ITEM I. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition
(In thousands, Except Share and Per Share Data, Unaudited)
September 30,
December 31,
2025
2024
ASSETS
Cash and amounts due from depository institutions
$
13,090
14,075
Interest-earning deposits
236,524
303,207
Total cash and cash equivalents
249,614
317,282
Interest-earning time deposits
735
Debt securities available for sale, at fair value
115,693
101,717
Equity investments, at fair value
9,599
9,472
Loans receivable, net of allowance for credit losses
of $37,803 and $34,789, respectively
2,788,932
2,996,259
Federal Home Loan Bank of New York stock, at cost
16,281
24,272
Premises and equipment, net
12,139
12,569
Accrued interest receivable
15,800
15,176
Other real estate owned
20,077
-
Deferred income taxes, net
21,544
17,181
Goodwill and other intangibles
5,253
Operating lease right-of-use assets
11,257
12,686
Bank-owned life insurance ("BOLI")
78,365
76,040
Other assets
7,776
10,476
Total Assets
3,353,065
3,599,118
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Non-interest-bearing deposits
536,908
520,387
Interest-bearing deposits
2,150,479
2,230,471
Total deposits
2,687,387
2,750,858
FHLB advances
280,774
455,361
Subordinated debentures
43,148
42,961
Operating lease liability
11,737
13,139
Other liabilities
11,566
12,874
Total Liabilities
3,034,612
3,275,193
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 September 30, 2025 and 2,496 shares of Series J 8.0% and Series K 6.0% (liquidation value $10,000 per share) noncumulative perpetual preferred stock at December 31, 2024
Additional paid-in capital preferred stock
25,243
24,723
Common stock: no par value; 40,000,000 shares authorized; issued 20,462,177 and 20,296,748 at September 30, 2025 and December 31, 2024, respectively, outstanding 17,228,206 and 17,062,777, at September 30, 2025 and December 31, 2024, respectively
Additional paid-in capital common stock
202,843
200,935
Retained earnings
131,670
141,853
Accumulated other comprehensive loss
(2,956)
(5,239)
Treasury stock, at cost, 3,233,971 shares at September 30, 2025 and December 31, 2024
(38,347)
Total Stockholders' Equity
318,453
323,925
Total Liabilities and Stockholders' Equity
See accompanying notes to unaudited consolidated financial statements.
Consolidated Statements of Operations
(In thousands, Except for Per Share Amounts, Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
2023
Interest and dividend income:
Loans, including fees
38,278
42,857
44,133
115,855
130,615
125,666
Mortgage-backed securities
843
303
217
2,169
905
587
Other investment securities
1,114
994
1,045
3,139
2,975
3,235
FHLB stock and other interest earning assets
2,807
4,472
3,672
9,252
12,861
9,168
Total interest income
43,042
48,626
49,067
130,415
147,356
138,656
Interest expense:
Deposits:
Demand
5,608
5,686
4,556
16,610
16,292
11,900
Savings and club
233
146
182
601
464
443
Certificates of deposit
9,445
13,670
10,922
29,377
43,224
25,849
15,286
19,502
15,660
46,588
59,980
38,192
Borrowings
4,045
6,079
7,727
15,009
17,549
20,324
Total interest expense
19,331
25,581
23,387
61,597
77,529
58,516
Net interest income
23,711
23,045
25,680
68,818
69,827
80,140
Provision for credit losses on loans
4,080
2,890
2,205
29,816
7,416
4,177
Net interest income after provision for credit losses on loans
19,631
20,155
23,475
39,002
62,411
75,963
Non-interest income:
Fees and service charges
1,311
1,196
1,349
3,789
3,530
3,889
BOLI income
931
652
466
2,325
1,998
1,154
(Loss) gain on sales of loans
21
19
(4,771)
25
Realized and unrealized gains (losses) on equity investments
350
1,132
(494)
127
1,040
(4,390)
Other
132
112
66
205
Total non-interest income
2,745
3,127
1,406
6,612
2,002
860
Non-interest expense:
Salaries and employee benefits
8,324
7,139
7,524
23,440
21,112
22,853
Occupancy and equipment
2,562
2,591
2,622
7,787
7,764
7,734
Data processing and communications
2,047
1,681
1,787
5,937
5,206
5,247
Professional fees
800
618
560
2,259
1,817
1,748
Director fees
305
351
274
1,036
882
809
Regulatory assessments
984
666
1,111
2,497
2,761
2,443
Advertising and promotional
284
317
679
651
945
Other real estate owned, net
1,264
701
1,267
2,863
2,561
2,241
Total non-interest expense
16,570
13,929
15,463
46,498
42,754
44,023
Income (Loss) before income tax provision
5,806
9,353
9,418
(884)
21,659
32,800
Income tax provision (benefit)
1,544
2,685
2,707
(386)
6,308
9,379
Net Income (Loss)
4,262
6,668
6,711
(498)
15,351
23,421
Preferred stock dividends
482
475
173
1,446
1,357
520
Net Income (Loss) available to common stockholders
3,780
6,193
6,538
(1,944)
13,994
22,901
Net Income (Loss) per common share-basic and diluted
Basic
0.22
0.36
0.39
(0.11)
0.82
1.36
Diluted
1.35
Weighted average number of common shares outstanding
17,207
17,039
16,830
17,165
16,991
16,868
17,064
16,854
16,992
16,951
Consolidated Statements of Comprehensive Income (Loss)
(In thousands, Unaudited)
Other comprehensive income (loss), net of tax:
Available-for-sale debt securities:
Unrealized holding gains (losses) arising during the period
1,516
2,809
(414)
3,029
2,405
(4,204)
Tax Effect
(373)
(692)
209
(746)
(592)
1,069
1,143
2,117
(205)
2,283
1,813
(3,135)
Comprehensive income
5,405
8,785
6,506
1,785
17,164
20,286
Consolidated Statements of Changes in Stockholders’ Equity
PreferredStock
CommonStock
AdditionalPaid-InCapital
RetainedEarnings
TreasuryStock
AccumulatedOtherComprehensiveIncome(Loss)
Total
Balance at January 1, 2025
225,658
Net loss
Other comprehensive income
Issuance of Series K preferred stock
Stock-based compensation expense
780
Dividends payable on Series J 8.0% and Series K 6% noncumulative perpetual preferred stock
(1,446)
Cash dividends on common stock ($0.14 per share declared)
(7,982)
Dividend reinvestment plan
257
(257)
Stock Purchase Plan
871
Balance at September 30, 2025
228,086
AccumulatedOtherComprehensiveIncome (Loss)
Balance at July 1, 2025
227,554
130,627
(4,099)
315,735
Net income
229
(482)
(2,635)
102
(102)
201
Consolidated Statement of Changes in Stockholders’ Equity
Balance at January 1, 2024
223,966
135,927
(7,491)
314,055
Issuance of Series J preferred stock
4,720
626
Dividends payable on Series I 3.0% and Series J 8.0% noncumulative perpetual preferred stock
(1,357)
Cash dividends on common stock ($0.48 per share declared)
(7,820)
331
(331)
725
Balance at September 30, 2024
230,368
141,770
(5,678)
328,113
Balance at July 1, 2024
228,565
138,309
(7,795)
320,732
Other comprehensive loss
1,360
(475)
Cash dividends on common stock ($0.16 per share declared)
(2,618)
114
(114)
100
Balance at December 31, 2022
217,167
115,109
(34,531)
(6,491)
291,254
Effect of Adopting ASU No. 2016 -13 ("CECL")
2,870
Beginning Balance at January 1, 2023
117,979
294,124
Exercise of stock options (61,000 shares)
418
402
Treasury Stock Purchases (266,753 shares)
(3,816)
Dividends payable on Series H 3.5% and Series I 3.0% noncumulative perpetual preferred stock
(520)
Redemption of Series H Preferred Stock
(220)
Cash dividends on common stock ($0.32 per share declared)
(7,864)
287
(287)
826
Balance at September 30, 2023
218,880
132,729
(9,626)
303,636
Balance at July 1, 2023
218,524
128,867
(9,421)
299,623
185
(173)
(2,584)
92
(92)
299
Consolidated Statements of Cash Flows
Cash Flows from Operating Activities:
Net (Loss) Income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation of premises and equipment
1,157
1,322
1,480
Amortization and accretion, net
(385)
(1,191)
(1,835)
Deferred income tax (benefit) expense
(5,109)
251
782
Loans originated for sale
(1,113)
(4,035)
(1,528)
Proceeds from sales of loans
1,134
38,991
1,739
Loss (gain) on sales of loans
(21)
4,771
(25)
Gain on sale of fixed assets
(4)
Realized and unrealized (gains) losses on equity investments
(127)
(1,040)
4,390
Increase in cash surrender value of BOLI
(2,325)
(1,998)
(1,154)
Net change in accrued interest receivable
(624)
(424)
(2,720)
Net change in other assets
2,700
1,684
(246)
Net change in accrued interest payable
(2,139)
(1,283)
2,662
Net change in other liabilities
831
(496)
2,946
Net Cash Provided by Operating Activities
24,077
59,941
34,491
Cash flows from investing activities:
Proceeds from repayments, calls, and maturities on securities available for sale
26,455
2,343
13,653
Purchases of securities
(37,402)
(10,349)
(12,498)
Proceeds from sales of securities
5,024
Proceeds from sales of fixed asset
Proceeds from the sale of portfolio loans
2,014
Net decrease (increase) in loans receivable
158,446
145,368
(239,035)
Additions to premises and equipment
(727)
(273)
(4,335)
Redemption (purchase) of Federal Home Loan Bank of New York stock
7,991
(11,516)
Net Cash Provided by (Used In) Investing Activities
154,763
139,292
(248,707)
Cash flows from financing activities:
Net (decrease) increase in deposits
(63,471)
(254,500)
7,949
Proceeds from Federal Home Loan Bank of New York Long Term Advances
400,000
Repayment from Federal Home Loan Bank of New York Long Term Advances
(175,000)
(6,800)
Net change in Federal Home Loan Bank of New York Short Term Advances
(160,000)
Purchases of treasury stock
Cash dividends paid on common stock
Cash dividends paid on preferred stock
Net proceeds from issuance of common stock
Net proceeds from issuance of preferred stock
Payments for redemption of preferred stock
Net proceeds from issuance of subordinated debt
38,799
Net payment from redemption of subordinated debt
(9,400)
Exercise of Stock Options
Net Cash (Used in) Provided by Financing Activities
(246,508)
(235,633)
236,773
Net (Decrease) Increase in Cash and Cash Equivalents
(67,668)
(36,400)
22,557
Cash and Cash Equivalents-Beginning
279,523
229,359
Cash and Cash Equivalents-Ending
243,123
251,916
Supplementary Cash Flow Information:
Cash paid during the period for:
Income taxes
1,801
3,429
12,322
Interest
63,736
78,812
55,853
Transfer of loans receivable to loans held for sale
38,402
Transfer of loans receivable to other real estate
BCB Bancorp Inc. and Subsidiaries
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 September 30, 2025, operated at 27 locations in Bayonne, Edison, Fairfield, Hoboken, Holmdel, Jersey City, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, 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. 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., the Company acquired Special Asset REO 1, LLC and Special Asset REO 2, LLC. Special Asset REO 2 holds other real estate owned property. The Bank changed the name of Special Asset REO 1, LLC to BCB Capital Finance Group, LLC in November 2023.
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 statement 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 necessarily 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 accounting principles generally accepted in the United States of America (“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, 2024, 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, 2024 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 December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures. The ASU is intended to enhance the transparency of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. The amendments in this ASU require a tabular reconciliation using both percentages and reporting currency amounts, with prescribed categories and separate disclosure of reconciling items with an effect equal to 5% or more of the amount determined by multiplying pretax income (or loss) from continuing operations by the applicable statutory income tax rate; a qualitative description of the states and local jurisdictions that make up the majority (greater than 50%) of the effect of the state and local income taxes; and the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes and by individual jurisdictions when 5% or more of total income taxes paid, net of refunds received. The ASU also includes other amendments to improve the effectiveness of income tax disclosures. The update is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The transition method is prospective with retrospective method permitted. The Company is currently evaluating the impact on disclosures.
Note 2 - Recent Accounting Pronouncements (continued)
Allowance for Credit Losses
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.
Allowance for Credit Losses on Loans Receivable
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. Starting with the first quarter of 2025, the Company has decided to include cannabis related loans as a separate segment given its unique characteristics. Previously these loans were included in Commercial and multi-family, Construction, and commercial business segments. The cannabis loan portfolio at September 30, 2025 and December 31, 2024 was $69.1 million and $103.2 million, respectively. 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 rate 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.
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 Incentive Plans
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 are eligible to participate in the 2018 Stock 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 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. 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. No options were permitted to be granted under the 2011 Stock Plan after April 28, 2021.
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.
On January 31, 2023, awards of 27,000 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 4-year period, commencing on the anniversary of the award date.
On June 30, 2023, an award of 25,252 shares of restricted stock was declared for a director and executive officer of the Bank and the Company, which fully vests on the anniversary of the award date.
The following table presents a summary of the status of the Company’s restricted shares as of September 30, 2025 and 2024.
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 September 30, 2025
84,043
11.32
Non-vested at January 1, 2024
86,752
14.98
50,000
9.44
(50,227)
13.85
(1,725)
14.92
Non-vested at September 30, 2024
Restricted stock expense for the nine months ended September 30, 2025, September 30, 2024 and September 30, 2023 was $664,000, $519,000 and $303,000, respectively. Expected future expenses relating to the non-vested restricted shares outstanding as of September 30, 2025 was approximately $451,000 over a weighted average period of 0.87 years.
The following table presents a summary of the status of the Company’s outstanding stock option awards as of September 30, 2025.
Number of Option Shares
Range of Exercise Prices
Weighted Average Exercise Price
Outstanding at January 1, 2025
893,975
9.91-13.68
11.76
Options granted
63,763
9.91
Options exercised
Options forfeited
Options expired
Outstanding at September 30, 2025
957,738
11.64
As of September 30, 2025, stock options which were granted and were exercisable totaled 851,615. It is the Company’s policy to issue new shares upon a stock option exercise.
Note 4 – Equity Incentive Plans (continued)
Compensation expense for the nine months ended September 30, 2025, September 30, 2024, and September 30, 2023 was $116,000, $107,000 and $99,000, respectively. Expected future compensation expense relating to the 106,123 shares of unvested options outstanding as of September 30, 2025 was $156,000 over a weighted average period of 2.06 years.
Note 5 – Net Income (Loss) 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, if dilutive, using the treasury stock method. Dilution is not applicable in periods of net loss. For the three and nine months ended September 30, 2025, 2024 and 2023, the difference in the weighted average number of basic and diluted common shares was due solely to the effects of outstanding stock options. There were 958,000, 434,000 and 518,000 outstanding options considered to be anti-dilutive for the three months ended September 30, 2025, 2024 and 2023, respectively. There were 958,000, 807,000 and 137,000 outstanding options considered to be anti-dilutive for the nine months ended September 30, 2025, 2024 and 2023, respectively.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations:
For the Three Months Ended September 30,
Income
Shares
Per Share
(Numerator)
(Denominator)
Amount
(In Thousands, except per share data)
Basic earnings per share:
Income available to common stockholders
Effect of dilutive securities:
Stock options
24
Diluted earnings per share:
For the Nine Months Ended September 30,
Basic (loss) earnings per share:
(Loss) Income available to common stockholders
83
Diluted (loss) earnings per share:
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 nine months ended September 30, 2025, 2024 and 2023:
For the three months ended September 30,
For the nine months ended September 30,
(In Thousands)
Net gains (losses) recognized during the period on equity securities held at the reporting date
(436)
(4,157)
Net losses recognized during the period on equity securities sold during the period
(58)
(233)
Realized and unrealized gains (losses) on equity investments during the reporting period
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 September 30, 2025 and December 31, 2024:
September 30, 2025
Gross
Amortized
Unrealized
Cost
Gains
Losses
Fair Value
Residential Mortgage-backed securities:
More than one to five years
148
147
More than five to ten years
2,619
101
2,518
More than ten years
68,706
632
2,678
66,660
Sub-total:
71,473
2,780
69,325
Corporate Debt securities:
17,290
108
174
17,224
30,774
184
1,814
29,144
48,064
292
1,988
46,368
Total securities
119,537
924
4,768
December 31, 2024
1,286
57
1,229
2,395
135
2,260
45,345
188
3,508
42,025
49,026
3,700
45,514
37,488
1,081
36,407
22,076
2,280
19,796
59,564
3,361
56,203
108,590
7,061
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
Fair
Value
Residential mortgage-backed securities
3,323
27,760
2,779
31,083
Corporate Debt securities
30,273
58,033
4,767
61,356
10,558
24,673
3,573
35,231
2,985
51,918
3,342
54,903
13,543
76,591
6,915
90,134
Note 7 - Loans Receivable and Allowance for Credit Losses
The following tables present the recorded investment in loans receivable as of September 30, 2025 and December 31, 2024 by segment and class:
Residential one-to-four family
227,140
239,870
Commercial and multi-family (1)
2,080,088
2,155,929
Cannabis related (2)
69,102
103,206
Construction (1)
105,980
130,589
Commercial business (1) (3)
192,762
242,239
Business express
78,253
92,947
Home equity (4)
73,566
66,769
Consumer
2,042
2,235
2,828,933
3,033,784
Less:
Deferred loan fees, net
(2,198)
(2,736)
Allowance for credit losses
(37,803)
(34,789)
Total Loans, net
(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.
Note 7 – Loans Receivable and Allowance for Credit Losses (Continued)
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 residential family property 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. 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, 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.
Construction lending is generally considered to involve a high risk 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 majority of the loans carrying a balance of $250,000 or lower.
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 more 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.
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 nine months ended September 30, 2025, and the related portion of the allowance for credit losses that is allocated to each loan class, as of September 30, 2025 (in thousands):
Residential
Commercial & Multi-family (1)
Cannabis Related (2)
Commercial Business (1)(3)
Business Express
Home Equity (4)
Allowance for credit losses on loans:
Beginning Balance, July 1, 2025
1,837
12,419
14,852
1,907
8,898
10,093
635
17
50,658
Charge-offs:
(79)
(12,756)
(3,453)
(1,206)
(17,494)
Recoveries:
9
548
559
Provision (benefit):
(219)
(383)
(631)
(243)
6,667
(1,057)
(48)
(6)
Ending Balance, September 30, 2025
1,627
11,957
1,465
1,664
12,114
8,378
11
37,803
Ending Balance attributable to loans:
Individually evaluated
3,405
262
8,129
2,833
14,629
Collectively evaluated
8,552
1,402
3,985
5,545
23,174
Loans Receivables:
302
105,115
2,310
18,355
129,358
226,838
1,974,973
103,670
174,407
75,420
73,123
2,699,575
Total Gross Loans:
Beginning Balance, January 1, 2025
1,947
10,451
1,613
1,902
10,497
7,769
594
16
34,789
(419)
(5,301)
(9,246)
(27,722)
43
6
920
(363)
1,925
12,608
(238)
6,912
8,984
(7)
(5)
The following tables set forth the activity in the Company’s allowance for credit losses on loans for the three and nine months ended September 30, 2024, and the related portion of the allowance for credit losses that is allocated to each loan class, as of September 30, 2024 (in thousands):
Beginning Balance, July 1, 2024
2,039
13,581
1,910
2,760
7,851
6,444
23
35,243
(3,471)
22
31
30
(1,472)
(115)
(503)
754
4,168
10
18
Ending Balance, September 30, 2024
2,077
12,109
1,795
2,257
8,627
7,142
645
41
34,693
971
2,025
3,052
20
6,068
11,138
6,602
4,090
28,625
235
56,869
586
4,993
293
66,048
240,815
2,148,731
103,396
141,438
259,752
95,905
67,273
2,289
3,059,599
241,050
2,205,600
142,024
264,745
98,957
67,566
2,309
3,125,647
Beginning Balance, January 1, 2024
2,344
15,343
3,758
4,508
4,542
691
78
33,608
(567)
(5,387)
(446)
(6,400)
33
27
69
(300)
(3,234)
(549)
(1,501)
4,659
7,978
(46)
409
The following tables set forth the activity in the Company’s allowance for credit losses on loans for the three and nine months ended September 30, 2023, and the related portion of the allowance for credit losses that is allocated to each loan class, as of September 30, 2023 (in thousands):
Beginning Balance, July 1, 2023
2,453
14,679
509
4,024
5,302
2,485
722
30,205
(515)
14
5
(23)
(696)
1,331
568
1,557
(485)
(54)
Ending Balance, September 30, 2023
2,444
13,983
1,840
4,592
6,864
1,485
668
31,914
1,213
608
250
2,772
627
3,984
6,163
1,235
29,142
355
21,945
5,569
3,473
4,064
212
35,868
251,490
2,327,719
102,635
176,867
257,071
101,008
65,834
3,647
3,286,271
251,845
2,349,664
108,204
180,340
261,135
101,258
66,046
3,322,139
Unallocated
Ending Balance December 31, 2022
2,474
21,381
2,073
4,482
872
485
180
32,373
Effect of adopting ASU No. 2016-13 ("CECL")
144
(6,953)
(145)
1,369
1,727
(316)
(180)
(4,165)
Beginning Balance, January 1, 2023
2,618
14,428
3,442
6,209
556
667
28,208
(1)
(554)
(555)
84
(212)
(445)
1,583
1,150
1,483
(15)
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, 2024. 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):
Cannabis Related (2)
Commercial Business (1) (3)
Home Equity (4)
(531)
(1,799)
(8,038)
(467)
(10,835)
48
371
446
(4,361)
(731)
(1,856)
7,417
11,238
(97)
405
11,570
Ending Balance, December 31, 2024
1,473
4,725
5,619
11,817
8,978
5,772
2,150
22,972
853
64,735
11,163
83,399
239,017
2,091,194
130,003
231,076
87,328
66,326
2,950,385
The following tables present the activity in the allowance for credit losses on off-balance sheet exposures for the three and nine months ended September 30, 2025, 2024, and 2023.
Allowance for credit losses on off-balance sheet exposures:
Beginning balance
687
759
254
(Benefit) Provision for credit losses
(207)
(288)
Balance at September 30
480
471
Beginning Balance
813
694
Impact of adopting ASU No. 2016-13 ("CECL") effective January 1, 2023
1,266
Benefit for credit losses
(333)
(223)
(864)
The following table sets forth the delinquency status of total loans receivable as of September 30, 2025:
Loans Receivable
Greater Than
>90 Days
30-59 Days
60-90 Days
90 Days
Total Past
Total Loans
Past Due
Due
Current
Receivable
and Accruing
4,779
5,081
222,059
28,596
19,044
62,580
110,220
1,969,868
14,996
13,996
31,302
74,678
3,633
1,238
16,164
21,035
171,727
599
1,115
4,058
74,195
244
1,831
479
71,256
56,179
34,877
82,950
174,006
2,654,927
280
The following table sets forth the delinquency status of total loans receivable at December 31, 2024:
3,229
3,531
236,339
8,279
2,673
30,903
41,855
2,114,074
6,049
1,829
2,415
128,174
9,125
580
3,795
13,500
228,739
6,714
3,452
3,141
13,307
79,640
1,677
1,846
231
2,095
64,674
29,193
38,958
76,703
2,957,081
7,726
Modifications
The following tables present the amortized cost basis at September 30, 2025 and 2024 of loans modified to borrowers experiencing financial difficulty that were modified during the three and nine months ended September 30, 2025 and 2024 by loan category and type of concession granted.
For the Three Months Ended September 30, 2025
Number
Payment Delay
Term Extension
Rate Reduction & Term Extension
Total Principal
% of Total Class of Financing Receivable
168
0.07
%
Commercial business
674
0.35
2,096
2.68
Total loans
13
2,938
For the Three Months Ended September 30, 2024
25,688
25.96
For the Nine Months Ended September 30, 2025
Commercial & multi-family
25,643
1.23
985
1,021
2,006
1.04
96
21,064
26.92
105
47,692
48,881
For the Nine Months Ended September 30, 2024
194
43,027
43.48
195
43,201
1.38
The following tables present loan modifications made during the nine months ended September 30, 2025 and 2024 by payment status.
30-59 Days Past Due
60-90 Days Past Due
Non-accrual
1,086
19,924
491
649
46,653
1,737
42,581
249
197
42,755
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.
Of the loans modified during the preceding twelve months, there were eight Business express loans with a combined balance of $1.3 million that subsequently defaulted and were charged-off in full. There were two Commercial business loans with combined balances of $1.5 million that subsequently defaulted of which $1.0 million were partially charged-off.
The tables below set forth the amounts and types of non-accrual loans in the Bank’s loan portfolio at September 30, 2025 and December 31, 2024, respectively. Loans are placed on non-accrual status when they become more than 90 days delinquent, or when the collection of principal and/or interest become doubtful.
As of September 30, 2025 and December 31, 2024, non-accrual loans differed from the amount of total loans past due 90 days due to loans that were previously 90 days past due both of which are maintained on non-accrual status for a minimum of six months until the borrower has demonstrated their ability to satisfy the terms of the loan.
As of September 30, 2025
(in Thousands)
Non-accrual loans with an Allowance for Credit Losses
Non-accrual loans without an Allowance for Credit Losses
Total Non-accrual loans
Amortized Cost of Loans Past due 90 days and Still Accruing
1,410
5,993
64,553
70,546
2,048
8,675
8,767
17,442
Business express loans
1,335
474
16,265
77,252
93,517
As of December 31, 2024
534
1,387
4,823
28,151
32,974
5,208
2,425
7,633
1,706
191
1,897
12,271
32,437
44,708
Had non-accrual loans been performing in accordance with their original terms, the interest income recognized for the nine months ended September 30, 2025, 2024, and 2023 would have been $4.4 million, $2.2 million, and $1.5 million, respectively. Interest income recognized on loans returned to accrual was $2.1 million, $1.1 million, and $2.4 million, for the nine months ended September 30, 2025, 2024, and 2023, respectively. The Bank has not committed to lend additional funds to the borrowers whose loans have been placed on non-accrual status. There were $280,000 and $7.7 million in loans that were more than ninety days past due and still accruing interest at September 30, 2025 and December 31, 2024, respectively.
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.
The following table summarizes the Company's loans by year of origination and internally assigned credit risk rating at September 30, 2025 and gross charge-offs for the nine months ended September 30, 2025.
Loans by Year of Origination at September 30, 2025
2022
2021
Prior
Revolving Loans
Revolving Loans to Term Loans
Pass
6,857
11,942
15,785
46,097
35,199
109,488
225,368
Special Mention
650
Substandard
1,122
Total one-to-four family
111,260
44,221
8,321
177,928
570,046
140,743
798,587
9,810
1,749,656
967
91,216
16,277
43,544
152,004
672
57,316
39,509
80,791
140
178,428
Total Commercial and multi-family
179,567
718,578
196,529
922,922
9,950
26,105
2,084
8,023
8,050
44,262
19,084
4,845
911
24,840
Total Cannabis related
6,929
8,961
917
2,419
30,854
24,052
63,266
2,098
16,322
6,989
25,409
1,723
17,305
Total Construction
32,952
42,097
21,985
7,496
2,004
5,085
747
25,183
108,442
148,957
1,458
2,383
11,870
15,711
6,674
21,420
28,094
Total Commercial business
34,240
141,732
193
73,435
73,628
1,792
2,184
Total Business express
842
77,411
959
3,386
1,326
415
5,269
56,913
4,211
72,729
46
363
81
362
Total Home equity
5,396
57,261
4,573
237
297
334
Total Consumer
53,191
30,725
253,859
839,622
263,265
1,082,511
223,776
81,984
Gross charge-offs
12,913
263
1,087
8,738
4,721
27,722
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, 2024.
Loans by Year of Origination at December 31, 2024
2020
12,059
16,586
47,544
37,639
28,550
92,376
234,754
3,555
3,729
301
913
51,400
37,812
93,463
9,105
183,547
604,868
154,968
158,029
709,239
2,610
1,822,366
108,076
37,600
9,232
47,756
202,804
10,115
33,958
13,027
11,782
61,877
130,759
193,662
746,902
205,595
179,043
818,872
2,750
19,384
26,626
2,129
8,213
6,863
63,215
9,761
24,636
4,844
750
39,991
29,145
51,262
6,973
7,613
34,906
37,624
5,824
78,358
1,521
3,792
42,330
3,745
51,388
36,684
41,416
4,331
2,477
266
3,711
28,902
156,581
663
193,075
8,874
1,878
4,835
19,548
35,738
5,884
7,542
13,426
11,351
2,353
3,905
39,621
183,671
1,072
23,739
59,189
82,928
1,506
2,894
4,400
3,082
2,537
28,327
64,620
300
3,767
501
549
5,754
51,829
2,186
66,255
53
496
1,422
630
2,548
623
1,117
389
95
22,091
292,312
893,057
295,569
224,767
957,728
280,020
68,240
1,133
8,381
681
10,835
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.
On December 14, 2023, 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 $15,270,000 for 1,527 shares.
On September 14, 2023, the Company redeemed 22 outstanding shares of its Series H 3.5% Noncumulative Perpetual Preferred Stock, at their face value of $10,000 per share, for a total redemption amount of $220,000. The Company redeemed the remaining 1,101 outstanding shares of its Series H 3.5% Noncumulative Perpetual Preferred Stock during the fourth quarter of 2023, at their face value of $10,000 per share, for a total redemption amount of $11.0 million.
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 September 30, 2025, the Bank had $78.4 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 and core deposit intangibles in connection with acquisitions. The initial recording of goodwill and other intangible assets 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.
There was no amortization expense of the core deposit intangibles for the nine months ended September 30, 2025. The core deposit intangibles were fully amortized during the year ended December 31, 2023. The amount of goodwill at September 30, 2025, 2024 and 2023 was $5.2 million.
The Company’s core deposit intangibles are amortized on an accelerated basis using an estimated life of 10 years and in accordance with U.S. GAAP are evaluated annually for impairment. An impairment loss will be recognized if the carrying amount of the intangible asset is not recoverable and exceeds fair value. The carrying amount of the intangible asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.
The Company conducts impairment analysis on goodwill at least annually or more often as conditions require. Pursuant to ASC 350-20-35, the Company conducted a qualitative assessment of goodwill as of October 31, 2024, and determined that it was more likely than not that goodwill was not impaired. Accordingly, there was no impairment at December 31, 2024.
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. Refer to the Critical Accounting Estimates for additional details.
The Company believes that the fair values of its goodwill was in excess of its carrying amounts and there was no impairment at September 30, 2025.
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)
Quoted Prices in
Significant
(Level 3)
Active Markets
for Identical
Observable
Unobservable
Description
Assets
Inputs
As of September 30, 2025:
Securities
Marketable Equities
Total Securities
125,292
As of December 31, 2024:
111,189
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 September 30, 2025 and 2024.There were no liabilities measured at fair value on a recurring basis at September 30, 2025 or December 31, 2024.
Assets that the Company measured at fair value on a nonrecurring basis were as follows (In thousands):
21,108
Other Real Estate Owned
19,391
Certain individually evaluated loans were adjusted to the fair value, less costs to sell, of the underlying collateral securing these loans resulting in losses. The loss is not recorded directly as an adjustment to current earnings, but rather as a component in determining the allowance for credit losses. Fair value was measured using appraised values of collateral and adjusted as necessary by management based on unobservable inputs for specific properties.
There were no liabilities measured at fair value on a nonrecurring basis at September 30, 2025 or December 31, 2024.
Note 11 – Fair Values of Financial Instruments (Continued)
The following tables present additional quantitative information as of September 30, 2025 and December 31, 2024 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
Valuation
Estimate
Techniques
Input
Range
September 30, 2025:
Appraisal of collateral (1)
Appraisal adjustments (2)
0%-10%
0%-15%
December 31, 2024:
(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 September 30, 2025, and December 31, 2024.
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 (Lower of Cost or Market)
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 September 30, 2025 and December 31, 2024 consisted of the loan balances of $35.7 million, net of an allowance for credit losses of $14.6 million, and $31.2 million net of an allowance for credit losses of $11.8 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.
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 September 30, 2025 and December 31, 2024:
Quoted Prices in Active
Carrying
Markets for Identical Assets
Other Observable Inputs
Unobservable Inputs
Financial assets:
Cash and cash equivalents
Debt securities available for sale
Equity investments
Loans held for sale
Loans receivable, net
2,719,517
FHLB of New York stock, at cost
Financial liabilities:
Deposits
2,687,602
1,691,301
996,301
282,367
40,769
Accrued interest payable
3,056
Debt securities available-for-sale
2,900,892
2,751,625
1,721,602
1,030,023
Debt
456,290
41,594
5,195
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 that the Company contributes to the Bank will 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”) and for general corporate purposes. Subordinated debt included associated deferred costs of $975,000 at September 30, 2025.
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 Mercentile 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 September 30, 2025, the interest rate for the trust preferred securities was 6.935%.
Note 13 – Lease Obligations
The Company leases 24 of its offices under various operating lease agreements. The leases have remaining terms of one year to nine 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):
Three Months Ended September 30, 2025
Three Months Ended September 30, 2024
Nine Months Ended September 30, 2025
Nine Months Ended September 30, 2024
Operating lease expense
934
904
2,827
2,690
Variable lease expense-operating leases
829
At September 30, 2025
At December 31, 2024
Supplemental balance sheet information related to leases:
Operating Leases
Current liabilities
3,189
Operating lease liabilities (noncurrent portion)
11,989
11,299
Imputed interest
(1,105)
(1,349)
Total operating lease liabilities
The weighted average remaining lease term for operating leases at September 30, 2025 and December 31, 2024 was 4.84 years and 5.39 years, respectively. The weighted average discount rate for operating leases at September 30, 2025 and December 31, 2024 was 3.53 percent and 3.40 percent, respectively.
The following table summarizes the Company’s maturity of lease obligations for operating leases at September 30, 2025 and December 31, 2024 (in thousands):
Maturities of lease liabilities:
One year or less
Over one year through three years
6,050
5,680
Over three years through five years
3,533
3,213
Over five years
2,406
Gross operating lease liabilities
12,842
14,488
Note 14 – Subsequent Events
On October 27, 2025, the Board of Directors of the Company declared a cash dividend of $0.16 per share to shareholders of record of its common stock on November 10, 2025, with a payment date of November 24, 2025.
ITEM 2.
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 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 but not limited to, increases in Federal Deposit Insurance Corporation, or 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;
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.
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 September 30, 2025, we had $3.353 billion in consolidated assets, $2.687 billion in deposits and $318.5 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 September 30, 2025, the Bank operated twenty-three branches in Bayonne, Edison, Jersey City, Hoboken, Fairfield, Holmdel, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, as well as three branches in Hicksville and Staten Island, NY, 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 Federal Home Loan Bank 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.
Critical Accounting Estimates
Estimates and assumptions are necessary in the application of certain accounting policies and can be susceptible to significant change. Critical accounting estimates are defined as those that involve a significant level of estimation uncertainty and have had, or could have, a material impact on the Company’s financial conditions or results of operation. At September 30, 2025, the Company considers the allowance for credit losses to be a critical accounting estimate.
See further discussion of this critical accounting estimate in Notes 2 and 7 of this Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024.
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’s 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.
The Company reported a net loss in the first quarter of 2025 and observed a sustained decline in its stock price. The Company established a $13.7 million specific reserve tied to a relationship in the cannabis sector and increased its reserves for the discontinued Business Express Loan portfolio by $3.1 million during the first quarter. These two actions contributed to an elevated level of loan loss provisioning expense that resulted in the net loss for the quarter. Management believes that the credit quality headwinds are temporary and the long-term earnings power of the Company maintains a positive outlook. However, management considered this a potential triggering event under ASC 350-20-35-30, which requires an interim impairment assessment of goodwill.
In response, the Company performed a quantitative goodwill impairment test to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount. The analysis incorporated management’s updated forecasts, market conditions, and other relevant factors. To estimate fair value, the Company employed a multi-faceted valuation framework consistent with how market participants would evaluate a financial services business in a change of control scenario. The Company developed four primary valuation estimates that employed income and market approach scenarios. The income approach scenario relies on the long-term net income forecast for the Company whereas the market approach relies on various changes of control premium methodologies. To arrive at a conclusion of fair value, the Company utilized these multiple valuation approaches and then applied weight factors to each result. Weight factors represent the Company’s best business judgment of the weights a market participants would utilize to arrive at a fair value for the reporting unit. The analysis resulted in the Company’s fair value exceeding its carrying value resulting in no impairment charge for the period.
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.
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 $246.0 million, or 6.8 percent, to $3.353 billion at September 30, 2025, from $3.599 billion at December 31, 2024. The decrease in total assets was mainly related to a decrease in net loans and cash and cash equivalents.
Total cash and cash equivalents decreased by $67.7 million, or 21.3 percent, to $249.6 million at September 30, 2025, from $317.3 million at December 31, 2024. 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 $207.3 million, or 6.9 percent, to $2.789 billion at September 30, 2025, from $2.996 billion at December 31, 2024. Total loan decreases during the period included decreases totaling $111.3 million in commercial real estate and multi-family loans, $24.6 million in construction loans, $62.8 million in commercial business, and $5.9 million in 1-4 family residential loans and home equity loans. The allowance for credit losses increased $3.0 million to $37.8 million, or 40.4 percent of non-accruing loans and 1.34 percent of gross loans, at September 30, 2025, as compared to an allowance for credit losses of $34.8 million, or 77.8 percent of non-accruing loans and 1.15 percent of gross loans, at December 31, 2024.
Total investment securities increased by $14.1 million, or 12.7 percent, to $125.3 million at September 30, 2025, from $111.2 million at December 31, 2024, representing current year purchases, net of investments called during 2025.
Deposits decreased by $63.5 million, or 2.3 percent, to $2.687 billion at September 30, 2025, from $2.751 billion at December 31, 2024. Brokered deposits and transaction accounts decreased $68.5 million and $59.8 million, respectively, and were offset by increases in money market accounts, certificate of deposit accounts and savings accounts which totaled $64.8 million.
Debt obligations decreased by $174.4 million to $323.9 million at September 30, 2025 from $498.3 million at December 31, 2024, due to maturities and paydowns of our FHLB advances. The weighted average interest rate of FHLB advances was 4.09 percent at September 30, 2025 and 4.35 percent at December 31, 2024. The weighted average maturity of FHLB advances as of September 30, 2025 was 0.61 years. The interest rate of our subordinated debt balances was 9.25 percent at September 30, 2025 and December 31, 2024.
Stockholders’ equity decreased by $5.5 million, or 1.7 percent, to $318.5 million at September 30, 2025, from $323.9 million at December 31, 2024. The decrease was attributable to the decrease in retained earnings of $10.2 million, or 7.2 percent, to $131.7 million at September 30, 2025 from $141.9 million at December 31, 2024 caused largely by regular dividend payments and the $8.3 million loss in the first quarter of 2025 due to additions to the allowance for credit losses, which resulted in a $498,000 net loss for the nine month period. Offsetting this was a decrease in accumulated other comprehensive loss and an increase in additional paid in capital.
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.
Average Balance
Interest Earned/Paid
Average Yield/Rate (3)
(Dollars in thousands)
Interest-earning assets:
Loans receivable (4) (5)
2,879,810
5.27%
3,159,574
5.43%
Investment securities
134,419
1,957
5.82%
96,893
1,297
5.35%
FHLB stock and other interest earnings-assets
250,869
4.44%
322,154
5.55%
Total interest-earning assets
3,265,098
5.23%
3,578,621
5.44%
Non-interest-earning assets
115,212
124,254
Total assets
3,380,310
3,702,875
Interest-bearing liabilities:
Interest-bearing demand accounts
504,860
2,057
1.62%
553,506
2,509
1.81%
Money market accounts
432,922
3,551
3.25%
369,329
3,177
3.44%
Savings accounts
258,165
0.36%
258,158
0.23%
Certificates of Deposit
978,503
3.83%
1,123,960
4.86%
Total interest-bearing deposits
2,174,450
2.79%
2,304,953
3.38%
Borrowed funds
330,694
4.85%
518,385
4.69%
Total interest-bearing liabilities
2,505,144
3.06%
2,823,338
3.62%
Non-interest-bearing liabilities
559,185
557,754
Total liabilities
3,064,329
3,381,092
Stockholders' equity
315,981
321,783
Total liabilities and stockholders' equity
Net interest rate spread (1)
2.17%
1.82%
Net interest margin (2)
2.88%
2.58%
(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.
2,935,643
5.28%
3,235,048
5.38%
128,570
5,308
5.52%
96,136
3,880
FHLB stock and other interest-earning assets
273,678
4.52%
307,726
5.57%
Total Interest-earning assets
3,337,891
5.22%
3,638,910
5.40%
118,092
124,401
3,455,983
3,763,311
531,311
6,656
1.67%
553,363
7,018
1.69%
415,214
9,954
3.21%
369,542
9,274
3.35%
256,384
0.31%
267,900
968,338
4.06%
1,188,454
2,171,247
2.87%
2,379,259
3.36%
413,133
513,193
4.56%
2,584,380
3.19%
2,892,452
3.57%
553,396
551,919
3,137,776
3,444,371
318,207
318,940
2.04%
1.83%
2.76%
2.56%
Results of Operations Comparison for the Three Months Ended September 30, 2025 and 2024
Net income was $4.3 million for the quarter ended September 30, 2025, and $6.7 million for the quarter ended September 30, 2024. This decrease was due to $1.2 million more in credit loss provisioning and $2.6 million more in non-interest expense for the third quarter of 2025 compared to the third quarter of 2024. This was offset by $1.1 million less in income tax provisioning and $666 thousand more in net interest income for the same period.
Interest income decreased by $5.6 million, or 11.5 percent, to $43.0 million for the third quarter of 2025 from $48.6 million for the third quarter of 2024. The average balance of interest-earning assets decreased $313.5 million, or 8.8 percent, to $3.265 billion for the third quarter of 2025 from $3.579 billion for the third quarter of 2024, while the average yield decreased 21 basis points to 5.23 percent for the third quarter of 2025 from 5.44 percent for the third quarter of 2024.
Interest expense decreased by $6.3 million to $19.3 million for the third quarter of 2025 from $25.6 million for the third quarter of 2024. The decrease resulted from a decrease in the average rate paid on interest-bearing liabilities of 56 basis points to 3.06 percent for the third quarter of 2025 from 3.62 percent for the third quarter of 2024, while the average balance of interest-bearing liabilities decreased by $318.2 million to $2.505 billion for the third quarter of 2025 from $2.823 billion for the third quarter of 2024.
The net interest margin increased to 2.88 percent for the third quarter of 2025 compared to 2.58 percent for the third quarter of 2024. The increase in the net interest margin compared to the third quarter of 2024 was the result of a decrease in the cost of interest-bearing liabilities, offset by a decrease in the yield on interest-earning assets.
During the third quarter of 2025, the Company recognized $16.9 million in net charge-offs compared to $3.4 million in net charge-offs in the third quarter of 2024. A net charge-off of $12.7 million was recorded in connection with the elimination of previously established specific reserves for a cannabis-related relationship, as initially disclosed in a Form 8-K filed in the first quarter of 2025. These specific reserves were charged off, and the associated relationship was reclassified to Other Real Estate Owned during the current quarter. The Bank had non-accrual loans totaling $93.5 million, or 3.31 percent of gross loans, at September 30, 2025, as compared to $44.7 million, or 1.48 percent of gross loans, at December 31, 2024. The allowance for credit losses on loans was $37.8 million, or 1.34 percent of gross loans, at September 30, 2025, and $34.8 million, or 1.15 percent of gross loans, at December 31, 2024. The provision for credit losses was $4.1 million for the third quarter of 2025 compared to $2.9 million for the third quarter of 2024. Management believes that the allowance for credit losses on loans was adequate at September 30, 2025 and December 31, 2024.
The following table summarizes the Company’s classified loans greater than $5 million at September 30, 2025 (in thousands):
Purpose
Loan Type
Location
Balance
Loan to Value (1)
Delinquency Status
Industrial loft and Industrial Warehouse
CRE
Brooklyn, NY
16,084
62
past due
Vacant Land
Basking Ridge, NJ
15,523
70
Mixed Use -retail/office
New York, NY
15,071
40
current
Multi-family
Construction
Belleville, NJ
28
Mixed use-retail/office/residential
Clifton, NJ
11,499
Mixed use-retail/residential
10,948
63
Office building
Ridgefield Park, NJ
10,000
9,547
68
Retail Condominium
7,940
Mixed use - retail office
Bronx, NY
7,507
UCCs
C&I
Clark, NJ
6,440
n/a
12
Mixed use -commercial
Fort Lee, NJ
5,776
67
Mixed use -retail/residential
5,640
55
(1) Based on the most recent appraised values available.
Non-interest income decreased by $382 thousand to $2.7 million for the third quarter of 2025 from $3.1 million in the third quarter of 2024. The decrease in total non-interest income was mainly related to $782 thousand less in realized gains on equity investments and was partially offset by an increase in BOLI income of $279 thousand.
Non-interest expense increased by $2.6 million, or 19.0 percent, to $16.6 million for the third quarter of 2025 when compared to non-interest expense of $13.9 million for the third quarter of 2024. The increase in these expenses for the third quarter of 2025 was primarily driven by salaries and employee benefits, data processing and communication costs and regulatory assessment fees which increased $1.2 million, $366 thousand and $318 thousand, respectively.
The income tax provision decreased by $1.1 million, to $1.5 million for the third quarter of 2025 from $2.7 million for the third quarter of 2024. The consolidated effective tax rate was 26.6 percent for the third quarter of 2025 compared to 28.7 percent for the third quarter of 2024.
Results of Operations Comparison for Nine Months Ended September 30, 2025 and 2024
Net income decreased by $15.8 million to a loss of $498 thousand for the first nine months of 2025 from earnings of $15.4 million for the first nine months of 2024. The decrease in net income was driven, primarily, by provisioning for loan loss expense being $22.4 million higher, non-interest expense being $3.7 million higher and net interest income being $1.0 million lower. This was partly offset by the income tax provision being lower by $6.7 million and non-interest income being higher by $4.6 million.
Net interest income was $1.0 million lower as interest income decreased by $16.9 million, or 11.5 percent, to $130.4 million for the first nine months of 2025, from $147.4 million for the first nine months of 2024. The average balance of interest-earning assets decreased $301.0 million, or 8.3 percent, to $3.338 billion for the first nine months of 2025, from $3.639 billion for the first nine months of 2024, while the average yield decreased 18 basis points to 5.22 percent from 5.40 percent for the comparable period. The decrease in interest earning assets was primarily a result of loans and interest-bearing bank balances declining $299.4 million and $34.0 million, respectively. This was offset by an increase in investment securities of $32.4 million. Offsetting the increase in interest income, interest expense decreased by $15.9 million, or 20.5 percent, to $61.6 million for 2025, from $77.5 million for 2024. This decrease resulted primarily from interest on deposits which decreased $13.4 million. Interest on borrowed money declined $2.5 million for the same period. Average deposits declined $208.0 million and the average rate paid on deposits declined 49 basis points to 2.87 percent from 3.36 percent. Average borrowed funds decreased $100.1 million for the same period. The average rate paid on borrowings increased by 30 basis points to 4.86 percent.
Net interest margin increased to 2.76 percent for the first nine months of 2025, compared to 2.56 percent for the first nine months of 2024. 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 39 basis points to 3.19 percent. Offsetting that, somewhat, was a decrease in the rate earned on earning assets, which decreased 18 basis points to 5.22 percent.
During the first nine months of 2025, the Company experienced $26.8 million in net charge offs compared to $6.3 million in net charge offs for the same period in 2024. The provision for credit losses increased from $7.4 million during the first nine months of 2024 to $29.8 million for the first nine months of 2025, primarily driven by a previously reported $13.7 million specific reserve tied to a $34.2 million loan in the cannabis sector. During the third quarter of 2025, this loan was charged off and the underlying collateral is now reported on the balance sheet as other real estate owned. The Company’s cannabis loan portfolio had a balance of $69.1 million as of the end of the third quarter of 2025. The cannabis industry is facing operating challenges and the Bank’s cannabis loan portfolio, largely secured by real estate, poses an increased amount of credit risk. The portfolio has some larger relationships that could require material reserves in future periods if the operating headwinds persist.
Non-interest income increased by $4.6 million to $6.6 million for the first nine months of 2025 from $2.0 million for the first nine months of 2024. In 2024, the Bank recorded a loss on sale of loans of $4.8 million. BOLI and fees and service charges also increased $327 thousand and $259 thousand in 2025. Offsetting this was a decrease in 2025 on realized/unrealized income on equity investments of $913 thousand.
Non-interest expense increased by $3.7 million, or 8.8 percent, to $46.5 million for the first nine months of 2025 from $42.8 million for the same period in 2024. The increase in operating expenses for 2025 was driven primarily by salaries and employee benefits which increased $2.3 million for the first nine months of 2025 compared to the same period in 2024 largely for the reasons set for the above in the three month comparison. Data processing costs and professional fees also increased by $731 thousand and $442 thousand, respectively.
The income tax provision decreased by $6.7 million to an income tax benefit of $386 thousand for the first nine months of 2025 when compared to a $6.3 million provision for the same period in 2024. The decrease in the income tax provision was a result of the lower taxable income for the nine months ended September 30, 2025 compared to the same period in 2024.
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 September 30, 2025 and December 31, 2024, 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 $323.9 million at September 30, 2025 as compared to $498.3 million at December 31, 2024.
At September 30, 2025, the Company had the ability to obtain additional funding of $200.3 million from the FHLB and $223.3 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 $973.8 million at September 30, 2025. 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 September 30, 2025 and a significant amount of available borrowing capacity with FHLB and Federal Reserve Bank Discount Window.
Subordinated Debentures
The Company has subordinated debentures outstanding, whose aggregate principal totaled $40.0 million at September 30, 2025. 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 September 30, 2025 and 2024 was 6.935% and 7.853%, respectively. The trust preferred debenture became callable, at the Company’s option, on June 17, 2009, and quarterly thereafter.
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 Bank has opted into the community bank leverage ratio (tier 1 capital to average consolidated assets) (“CBLR”) framework, with a minimum requirement of 9% for institutions under $10 billion in assets. 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 September 30, 2025 and December 31, 2024, 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.
Actual
For Capital Adequacy Purposes
For Well Capitalized Under Prompt Corrective Action
Dollars in Thousands
Bank
Community Bank Leverage Ratio
358,205
10.60
270,343
8.00
304,136
9.00
363,697
10.03
290,087
326,348
The following table sets forth the regulatory capital ratios for the Company as well as the regulatory requirements for September 30, 2025 and December 31, 2024.
For Well Capitalized Under Federal Reserve Board Regulations
Bancorp
Total Capital (to Risk-Weighted Assets)
394,957
13.45
234,919
293,648
10.00
Tier 1 Capital (to Risk-Weighted Assets)
319,209
10.87
176,196
6.00
Common Equity Tier 1 Capital (to Risk-Weighted Assets)
289,843
9.87
132,147
4.50
Tier 1 Capital (to adjust total assets)
9.46
134,972
4.00
Total Capital (To Risk-Weighted Assets)
400,591
12.89
248,621
310,777
326,965
10.52
186,482
298,118
9.59
139,889
Tier 1 Capital (to adjusted total assets)
9.02
144,996
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 September 30, 2025. 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 September 30, 2025. The following sets forth the Company’s NPV as of September 30, 2025.
NPV as a % of Assets
Change in calculation
Net Portfolio Value
$ Change from PAR
% Change from PAR
NPV Ratio
Change
(Dollars in Thousands)
+100bp
386,694
(14,452)
(3.60)
11.97
(0.25)
PAR
401,146
12.22
-100bp
409,219
8,073
2.01
12.27
0.05
-200bp
410,813
9,667
2.41
12.12
-300bp
417,460
16,314
4.07
12.07
(0.15)
____________
bps-basis point
The table above indicates that at September 30, 2025, in the event of a 100-basis point decrease in interest rates, we would experience a 0.05 percent increase in NPV, as compared to a 0.27 percent increase at December 31, 2024.
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.
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.
ITEM 1. LEGAL PROCEEDINGS
We are involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of business. As of September 30, 2025, we were not involved in any material legal proceedings the outcome of which, if determined in a manner adverse to the Company, would have a material adverse effect on our financial condition or results of operations.
ITEM 1.A. RISK FACTORS
There have been no material changes to the risk factors set forth under the Part I, Item 1.A. Risk Factors as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFTEY DISCLOSURES
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2
Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32
Officers’ Certification filed pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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)
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: November 5, 2025
By:
/s/ Michael A. Shriner
Michael A. Shriner
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Jawad Chaudhry
Jawad Chaudhry
Chief Financial Officer
(Principal Accounting and Financial Officer)