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Princeton Bancorp, Inc.

For the period ended Dec 31, 2025. Filed Mar 13, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 13, 2026

BPRN$44.54+1.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ 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

(Exact name of Registrant as specified in its Charter)

Pennsylvania88-4268702
(State or other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.)
183 Bayard Lane, Princeton, NJ08540
(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 classTradingSymbol(s)Name of each exchangeon which registered
Common stock, no par valueBPRNThe 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.

TABLE OF CONTENTS

PART I
Item 1Business4
Item 1ARisk Factors22
Item 1BUnresolved Staff Comments35
Item 1CCybersecurity35
Item 2Properties36
Item 3Legal Proceedings39
Item 4Mine Safety Disclosures39
PART II
Item 5Market for the Registrant’s Common Equity, Related Stockholder Matters Issuer Purchase of Equity Securities40
Item 6"Reserved"42
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operation43
Item 7AQuantitative and Qualitative Disclosure about Market Risk53
Item 8Financial Statements and Supplementary Data54
Item 9Changes in and Disagreement with Accountants on Accounting and Financial Disclosure95
Item 9AControls and Procedures95
Item 9BOther Information96
Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections96
PART III
Item 10Directors, Executive Officers and Corporate Governance97
Item 11Executive Compensation97
Item 12Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters97
Item 13Certain Relationships and Related Transaction, and Directors Independence97
Item 14Principal Accounting Fees and Services97
PART IV
Item 15Exhibits, Financial Statement Schedules98
Signatures

Glossary of Acronyms and Terms

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:

ACLAllowance for Credit Losses
AFSAvailable-for-sale
AIArtificial Intelligence
ALCOAsset-liability committee
AMLAnti-money laundering
ASC 326ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
ATMAutomated teller machines
ASUAccounting Standards Update
BankThe Bank of Princeton
BHCABank Holding Company Act of 1956, as amended
CBTCorporation Business Tax
CECLASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
CFCCornerstone Financial Corporation and its wholly owned subsidiary Cornerstone Bank
CFPBConsumer Financial Protection Bureau
CIOChief Information Officer
CompanyPrinceton Bancorp, Inc.
COSO 2013Committee of Sponsoring Organizations of the Treadway Commission
CRACommunity Reinvestment Act
DCFDiscounted Cash Flow Method
DepartmentNew Jersey Department of Banking and Insurance
DIFDeposit Insurance Fund of the FDIC
Dodd-Frank ActDodd-Frank Wall Street Reform and Consumer Protection Act
DRRDIF Designated reserve (target) ratio
FDICFederal Deposit Insurance Corporation
Federal ReserveFederal Reserve System
FHLBFederal Home Loan Bank
GAAPAccounting principles generally accepted in the United States of America
GAP TableTable setting forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding
HELOCHome equity line of credit
HTMHeld-to-maturity
LTVLoan to Value
NPVNet portfolio value
SBICSmall Business Investment Company
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.