☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025
- OR -
☐ 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: 001-41589
PRINCETON BANCORP, INC.
(Exact name of Registrant as specified in its Charter)
Pennsylvania
88-4268702
(State or other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
183 Bayard Lane, Princeton, NJ
08540
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (609) 921-1700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, no par value
BPRN
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐YES ☒NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐YES ☒NO
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. ☒YES☐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 such shorter period that the registrant was required to submit such files). ☒YES☐NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions 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) the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐YES ☒NO
The aggregate market value of the voting common stock held by non-affiliates at June 30, 2025 was $164.0 million.
As of March 6, 2026, there were 6,788,551 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a definitive Proxy Statement for the Annual Meeting of Shareholders scheduled to be held April 21, 2026. The information required by Part III of this Form 10-K is incorporated by reference to such Proxy Statement.
Explanatory Note
This Amendment to the Annual Report on Form 10-K of Princeton Bancorp, Inc. for the fiscal year ended December 31, 2025, originally filed on March 13, 2026 (the “Original Filing”), amends Item 15 of Part IV of the Original Filing to include exhibit 97.1, which was inadvertently omitted.
Except as described above, no other changes have been made to the Original Filing, and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(a)
The following portions of the Bank’s consolidated financial statements are set forth in Item 8 - “Financial Statements of Supplementary Data” of this Annual Report:
i.
Consolidated Statements of Financial Condition as of December 31, 2025 and 2024
ii.
Consolidated Statements of Income for the years ended December 31, 2025 and 2024
iii.
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024
iv.
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024
v.
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
vi.
Notes to Consolidated Financial Statements
(b)
Financial Statement Schedules
All financial statement schedules are omitted as the information, if applicable, is presented in the consolidated financial statements or notes thereto.
Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Management contract or compensatory plan, contract or arrangement.
(a)
Incorporated by reference to Exhibit 3.1 to registrant’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2024 filed with the SEC on August 12, 2024.
(b)
Incorporated by reference to Exhibit 3.1(ii) to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(c)
Incorporated by reference to Exhibit 4.1 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022
(d)
Incorporated by reference to Exhibit 4.1 to registrant’s Current Report on Form 8-K12B, filed with the SEC on January 10, 2023.
(e)
Incorporated by reference to Exhibit 10.1 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(f)
Incorporated by reference to Exhibit 10.2 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(g)
Incorporated by reference to Exhibit 10.3 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(h)
Incorporated by reference to Exhibit 10.4 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(i)
Incorporated by reference to Exhibit 10.1 to registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2023.
(j)
Incorporated by reference to Exhibit 10.2 to registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2023.
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(k)
Incorporated by reference to Exhibit 10.3 to registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2023.
(l)
Incorporated by reference to Exhibit 10.10 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(m)
Incorporated by reference to Exhibit 10.10 to registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2025.
(n)
Incorporated by reference to Exhibit 10.12 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(o)
Incorporated by reference to Exhibit 10.13 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(p)
Incorporated by reference to Exhibit 10.14 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.
(q)
Incorporated by reference to Exhibit 10.15 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022
(r)
Incorporated by reference to Exhibit 10.1 to registrant’s Current Report on Form 8-K, filed with the SEC on November 25, 2025
(s)
Incorporated by reference to Exhibit 10.4 to registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2023
(t)
Incorporated by reference to Exhibit 10.16 to the amendment to the registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 15, 2025
(u)
Incorporated by reference to Exhibit 10.17 to the amendment to the registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 15, 2025.
(v)
Incorporated by reference to Exhibit 10.18 to the amendment to the registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 15, 2025.
(w)
Incorporated by reference to Exhibit 10.19 to the amendment to the registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 15, 2025.
(x)
Incorporated by reference to Exhibit 19.1 to the amendment to the registrant’s Annual Report on Form 10-K/A, filed with the SEC on April 15, 2025.
(y)
Incorporated by reference to the same exhibit numbers in the Original Filing.
(z)
Incorporated by reference to Exhibit 97.1 to registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 25, 2024.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized as of April 6, 2026.
Princeton Bancorp, Inc.
/s/ Edward Dietzler
By:
Edward Dietzler
President and Chief Executive Officer
(Principal Executive Officer)
Princeton Bancorp, Inc.
/s/ George S. Rapp
By:
George S. Rapp
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
The following is a list of all exhibits filed as a part of this Amendment on Form 10-K/A.
Exhibit
No.
Description of Exhibits
97.1
Executive Compensation Clawback Policy (Incorporated by reference to Exhibit 97.1 to registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 25, 2024.)