10-K/A

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20429

FORM

10-K/A

Amendment No. 1

(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, 2024

- OR -

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

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 ☒

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. ☒

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:

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, 2024 was $159.0 million.

As of March 12, 2025, there were

6,915,086

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 22, 2025. 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, 2024, originally filed on March 14, 2025 (the “Original Filing”), amends Item

of Part IV of the Original Filing to include exhibits 10.15, 10.16, 10.17, 10.18, 10.19, 19.1 and 97.1, which were 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.

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:

Consolidated Statements of Financial Condition as of December 31, 2024 and 2023

ii.

Consolidated Statements of Income for the years ended December 31, 2024 and 2023

iii.

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and 2023

iv.

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

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.

(c)

Exhibits


Exhibit No.		Description

3.1	(A)	Articles of Incorporation

3.2	(B)	Bylaws

4.1	(C)	Specimen Form of Stock Certificate.

4.2	(D)	Description of Capital Stock

10.1	(E)	The Bank of Princeton Amended and Restated 2007 Stock Option Plan*

10.2	(F)	The Bank of Princeton Amended and Restated 2012 Equity Incentive Plan*

10.3	(G)	MoreBank 2004 Incentive Equity Compensation Plan*

10.4	(H)	Princeton Bancorp, Inc. Amended and Restated Equity 2018 Equity Incentive Plan, as amended*

10.5	(I)	Amended and Restated Employment Agreement between the Company and the Bank and Edward J. Dietzler dated as of June 21, 2023*

10.6	(J)	Amended and Restated Employment Agreement between the Company and the Bank and Daniel J. O’Donnell dated as of June 21, 2023*


10.7	(K)	Amended and Restated Employment Agreement between the Company and the Bank and George S. Rapp dated as of June 21, 2023*

10.8	(L)	Employment Agreement between the Bank and Stephanie Adkins dated as of January 25, 2019*

10.9	(M)	Employment Agreement between the Bank and Christopher Tonkovich dated February 25, 2019*

10.10	(N)	The Bank of Princeton 2018 Director Fee Plan*

10.11	(O)	2020 Management Incentive Plan*

10.12	(P)	Dividend Reinvestment and Stock Purchase Plan

10.13	(Q)	Supplemental Executive Retirement Plan dated July 30, 2021 for the benefit of Edward J. Dietzler and Daniel J. O’Donnell*

10.14	(R)	The Bank of Princeton Non-Employee Directors Deferred Compensation Plan*

10.15	(S)	Amended and Restated Change in Control Agreement Between Princeton Bancorp, Inc. and Jeffrey Hanuscin Dated June 2023

10.16		Amendment to the Employment Agreement dated January 22, 2025 between Edward Dietzler, the Company and the Bank*

10.17		Amendment to the Employment Agreement dated January 22, 2025 between Daniel J. O’Donnell, the Company and the Bank*

10.18		Amendment to the Employment Agreement dated January 22, 2025 between George S. Rapp, the Company and the Bank*

10.19		Amendment to the Employment Agreement dated January 22, 2025 between Stephanie Adkins, the Company and the Bank*

19.1		Princeton Bancorp, Inc. Insider Trading Policy

21.1	(T)	Subsidiaries of the Registrant

23.1	(T)	Consent of Independent Registered Public Accounting Firm

31.1	(T)	Rule 13a-14(a) Certification of the Principal Executive Officer

31.2	(T)	Rule 13a-14(a) Certification of the Principal Financial Officer

32.1	(T)	Section 1350 Certifications

97.1	(U)	Executive Compensation Clawback Policy

101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE 104		Inline XBRL Instance Document. Inline XBRL Taxonomy Extension Schema Document. Inline XBRL Taxonomy Extension Calculation Linkbase Document. Inline XBRL Taxonomy Extension Definition Linkbase Document. Inline XBRL Taxonomy Extension Label Linkbase Document. Inline XBRL Taxonomy Extension Presentation Linkbase Document. 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.

(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 10.11 to registrant’s Registration Statement No. 333-263313 of Form S-4EF filed with the SEC on March 4, 2022.

(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 Quarterly Report on Form 10-Q, filed with the SEC on May 11, 2023.

(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 the same exhibit numbers in the Original Filing.

(U)	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.

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 15, 2025.


The Bank of Princeton

		/s/Edward Dietzler
By:		Edward Dietzler President and Chief Executive Officer (Principal Executive Officer)


The Bank of Princeton

		/s/George S. Rapp
By:		George S. Rapp
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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

10.16		Amendment to the Employment Agreement dated January 22, 2025 between Edward Dietzler, the Company and the Bank*

10.17		Amendment to the Employment Agreement dated January 22, 2025 between Edward Dietzler, the Company and the Bank*

10.18		Amendment to the Employment Agreement dated January 22, 2025 between Edward Dietzler, the Company and the Bank*

10.19		Amendment to the Employment Agreement dated January 22, 2025 between Edward Dietzler, the Company and the Bank*

19.1		Princeton Bancorp, Inc. Insider Trading Policy

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

97.1		Executive Compensation Clawback Policy

*	Management contract or compensatory plan, contract or arrangement.

Amendment: SEC Form 10-K/A filed by Princeton Bancorp Inc.