BCB BANCORP INC

DEF 14A 1 bcb_bancorp-def14a.htm DEF 14A

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material Pursuant to §240.14a-12

BCB Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

☐Fee paid previously with preliminary materials.

☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

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To Our Shareholders:

We cordially invite you to attend a special meeting of shareholders (the “Special Meeting”) of BCB Bancorp, a New Jersey corporation (the “Company”), to be held virtually on November 18, 2026, at 9:00 A.M., Eastern Time, in connection with the matters described below. There is no physical location for the Special Meeting.

On behalf of the board of directors of the Company (the “Board” or “Board of Directors”), we are pleased to enclose the accompanying proxy statement relating to the proposed reincorporation of the Company from New Jersey to Delaware by means of a merger of the Company with and into a newly formed Delaware corporation. Each outstanding share of the Company’s common stock will be converted into one share of common stock of the Delaware corporation, and each outstanding share of each series of the Company’s preferred stock will be converted into one share of the corresponding series of preferred stock of the Delaware corporation having identical rights, preferences, privileges, and terms. The change to Delaware will align us with the vast majority of public companies and will allow for updated governance provisions that will help place our Company in line with prevailing public company governance practices.

The enclosed notice of the Special Meeting and related proxy statement describe the formal business to be transacted at the Special Meeting and the reincorporation into Delaware.We encourage you to read the entire proxy statement carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

On behalf of the Board of Directors, we urge you to sign, date, and return the enclosed proxy card in the postage-paid envelope, or vote by telephone or the Internet by following the instructions on the enclosed proxy card, as soon as possible even if you currently plan to attend the Special Meeting. This will not prevent you from voting in person at the Special Meeting but will assure that your vote is counted if you are unable to attend the Special Meeting. Your vote is important, regardless of the number of shares that you own. Your cooperation is appreciated, since a majority of the common stock must be represented at the Special Meeting, either in person or by proxy, to constitute a quorum for the conduct of business.

Thank you in advance for your continued support of BCB Bancorp, Inc.

Sincerely,

Thomas O’Brien

President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated October 9, 2026 and is first being mailed to shareholders on or about October 9, 2026.

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ADDITIONAL INFORMATION

The accompanying proxy statement incorporates important business and financial information about the Company from other documents that are not included in or delivered with this document. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference into this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the address below. In addition, documents filed by the Company with the Securities and Exchange Commission are available free of charge by accessing the Company’s website and the Investor Relations and Other Information link at www.BCB.bank.

**BCB BANCORP, INC.

**104-110 Avenue C

Bayonne, NJ 07002

Attn: Investor Relations

Phone: (800) 680-6872

You will not be charged for any of the documents that you request.

To obtain timely delivery of these documents, you must request them no later than five business days before the date of the Special Meeting. This means that if you wish to request documents, you must do so by November 11, 2026, in order to receive them before the Special Meeting.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated October 9, 2026, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. The mailing of this document to the Company’s shareholders will not create any implication to the contrary.

The information on the Company’s website is not part of this document. References to the Company’s website in this document are intended to serve as textual references only.

This document does not constitute the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such solicitation in such jurisdiction.

Refer to the section entitled “Where You Can Find More Information” beginning on page 29 of the accompanying proxy statement for further information.

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**NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

to be held on NOVEMBER 18, 2026

TO BCB BANCORP SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that BCB Bancorp, Inc. (the “Company”) will hold a special meeting of its shareholders (the “Special Meeting”) on:

We more fully describe the Reincorporation Proposal in the attached proxy statement, which you should read carefully and in its entirety before voting.

The board of directors of the Company (the “Board of Directors”) recommends a voteFOR the Reincorporation Proposal andFOR the Adjournment Proposal.

There is no physical location for the Special Meeting. To attend the Special Meeting virtually, you will need to have your control number that is included on your proxy card. You will not be able to physically attend the meeting in person. We are pleased to utilize the virtual shareholder meeting technology to provide ready access and cost savings for our shareholders and the Company. The virtual meeting format allows attendance from any location in the world.

**Whether or not you plan to attend the meeting, please mark, sign, date and return the enclosed proxy card in the enclosed envelope or submit your proxy by telephone or the Internet prior to the Special Meeting so that as many shares as possible may be represented at the Special Meeting.**Your vote is important and we appreciate your cooperation in returning promptly your executed proxy card or submitting your proxy by telephone or the Internet. Your proxy is revocable and will not affect your right to vote in person (by electronic participation) at the Special Meeting.

If you have questions or comments, please direct them to BCB Bancorp, Inc., 104-110 Avenue C, Bayonne, New Jersey, 07002, Attention: Chief Legal Officer and Corporate Secretary.

BY ORDER OF THE BOARD OF DIRECTORS,

Patricia M. Schaubeck

Chief Legal Officer and Corporate Secretary

Dated: October 9, 2026

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Your vote is important!

Shareholders of record can vote their shares by using the Internet or the telephone, or by attending the meeting virtually and voting in person (by electronic participation). Instructions for voting by using the Internet or the telephone are set forth on the proxy card that has been provided to you. The prompt voting of proxies will save us the expense of further requests for proxies. Shareholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the self-addressed envelope provided, or by attending the meeting virtually and voting in person (by electronic participation).

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PROXY STATEMENT FOR

**SPECIAL MEETING OF SHAREHOLDERS

**to be held on November 18, 2026