Princeton Bancorp, Inc 10-K/A, filed Apr 6, 2026
Princeton Bancorp, Inc. (BPRN)
About this 10-K/A
Princeton Bancorp, Inc filed this 10-K/A on April 6, 2026, covering the fiscal year ended December 31, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
(Mark One)
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For the transition period from _________ to _________
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐YES ☒
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 ☒
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. ☒ ☐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). ☒ ☐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.
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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).
The aggregate market value of the voting common stock held by non-affiliates at June 30, 2025 was $
As of March 6, 2026, there were
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
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
All financial statement schedules are omitted as the information, if applicable, is presented in the consolidated financial statements or notes thereto.
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Description |
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3.1 |
(A) |
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3.2 |
(B) |
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4.1 |
(C) |
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4.2 |
(D) |
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10.1 |
(E) |
The Bank of Princeton Amended and Restated 2007 Stock Option Plan* |
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10.2 |
(F) |
The Bank of Princeton Amended and Restated 2012 Equity Incentive Plan* |
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10.3 |
(G) |
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10.4 |
(H) |
Princeton Bancorp, Inc. Amended and Restated Equity 2018 Equity Incentive Plan, as amended |
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10.5 |
(I) |
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10.6 |
(J) |
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10.7 |
(K) |
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10.8 |
(L) |
Employment Agreement between the Bank and Stephanie Adkins dated January 25, 2019* |
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10.9 |
(M) |
Consulting Agreement between the Bank and Christopher Tonkovich dated July 19, 2025* |
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10.10 |
(N) |
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10.11 |
(O) |
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10.12 |
(P) |
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10.13 |
(Q) |
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10.14 |
(R) |
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Exhibit |
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Description |
10.15 |
(S) |
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10.16 |
(T) |
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10.17 |
(U) |
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10.18 |
(V) |
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10.19 |
(W) |
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19.1 |
(X) |
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21.1 |
(Y) |
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23.1 |
(Y) |
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31.1 |
(Y) |
Rule 13a-14(a) Certification of the Principal Executive Officer |
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31.2 |
(Y) |
Rule 13a-14(a) Certification of the Principal Financial Officer |
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32.1 |
(Y) |
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97.1 |
(Z) |
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101.INS |
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 |
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101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
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104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Management contract or compensatory plan, contract or arrangement.
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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. |
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/s/ Edward Dietzler |
By: |
Edward Dietzler |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Princeton Bancorp, Inc. |
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/s/ George S. Rapp |
By: |
George S. Rapp |
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Executive Vice President and Chief Financial Officer |
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(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.
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Exhibit No. |
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Description of Exhibits |
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97.1 |
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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.)
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