BPRN

Princeton Bancorp, Inc.

NASDAQ · FINANCIALS · STATE COMMERCIAL BANKS

45.03

+0.09 +0.20%

USD · close Oct 23

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MKT CAP $306.8MP/E 11.9DIV YIELD 3.00%FCF YIELD 7.62%REV TTM —NET INCOME $25.9M +278.2%NET CASH $66.2M52W 30.46 – 45.03SEC XBRL · TTM TO Invalid Date

How BPRN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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words, now 28,721

New in FY2025

Risk Factors—Operational Risks.” Accordingly, we have long devoted significant resources to assessing, identifying, and managing risks associated with cybersecurity threats, including: • an in-house team dedicated to information and cybersecurity, responsible for conducting regular evaluations of our information systems, existing controls, vulnerabilities, and potential enhancements; • tools for continuous monitoring capable of detecting and aiding in the response to cybersecurity threats in real-time; • conducting thorough due diligence on our third-party service providers, evaluating their cybersecurity practices, and requiring contractual commitments from them to implement specific cybersecurity measures; • collaboration with third-party cybersecurity experts who perform periodic penetration testing, vulnerability assessments, and other procedures to pinpoint potential weaknesses in our systems and processes ; and • regular cybersecurity training sessions for our staff.
This information security program is a key part of our overall risk management system, which is administered by our Information Security Officer.
The program includes administrative, technical and physical safeguards to help ensure the security and confidentiality of customer records and information.
These security and privacy policies and procedures are in effect across all of our businesses and geographic locations.
We face a number of cybersecurity risks in connection with our business.
From time-to-time, we have identified cybersecurity threats and cybersecurity incidents that require us to make changes to our processes and to implement additional safeguards.
While none of these identified threats or incidents have materially affected us , it is possible that threats and incidents we identify in the future could have a material adverse effect on our business strategy, results of operations, and financial condition.
Our management team is responsible for the day-to-day management of risks we face, including our CIO.
Our CIO has been in the role since May 2021, and has over 30 years of experience in technology risk management and cybersecurity, primarily within the financial services sector.
In addition, the Company's board of directors is responsible for the oversight of risk management.
In that role, the board of directors, with support from our cybersecurity advisors, are responsible for ensuring that the risk management processes designed and implemented by management are adequate and functioning as designed.
To carry out those duties, the board of directors receives quarterly reports from our management team regarding cybersecurity risks, and our efforts to prevent, detect, mitigate, and remediate any cybersecurity incidents.
Properties We conduct our operations from our headquarters and branch located at 183 Bayard Lane, Princeton, New Jersey, an operations center at 403 Wall Street, Princeton, New Jersey, and from 34 other branch locations in New Jersey, Pennsylvania and New York.
The following table sets forth certain information regarding the Bank’s properties as of December 31, 2025: Location Leased or Owned Date of Lease Expiration 1 Corporate Headquarters and Branch 183 Bayard Lane Princeton, NJ Leased October 31, 2028 Operations Center 403 Wall Street Princeton, NJ Leased February 28, 2031 Hamilton Branch 339 Route 33 Hamilton, NJ Leased October 30, 2030 Pennington Branch 2 Route 31 Pennington, NJ Leased April 30, 2027 Montgomery Branch 1185 Route 206 North Princeton, NJ Leased April 30, 2030 Monroe Branch 1 Rossmoor Drive Monroe Township, NJ Leased July 31, 2030 Lambertville Branch 10-12 Bridge Street Lambertville, NJ Owned N/A Lawrenceville Branch 2999 Princeton Pike Lawrenceville, NJ Leased October 30, 2030 Location Leased or Owned Date of Lease Expiration 1 Nassau Street Branch 194 Nassau Street Princeton, NJ Leased November 30, 2026 New Brunswick Branch 1 Spring Street, Suite 102 New Brunswick, NJ Leased March 31, 2027 Cream Ridge Branch 403 Rt 539 Cream Ridge, NJ Leased November 30, 2028 Chesterfield Branch 305 Bordentown-Chesterfield Road Chesterfield, NJ Owned N/A Bordentown Branch 335 Farnsworth Avenue Bordentown, NJ Owned N/A Browns Mills Branch 101 Pemberton Browns Mills Road Browns Mills, NJ Owned N/A Deptford Branch 1893 Hurffville Road Deptford, NJ Owned N/A Sicklerville Branch 483 Cross Key Road Sicklerville, NJ Leased January 31, 2027 Princeton Junction Branch 11 Cranbury Road Princeton Junction, NJ Leased October 10, 2029 Quakerbridge Branch 3745 Quakerbridge Road Hamilton, NJ Leased March 14, 2031 Lakewood Branch 12 American Avenue, 7B Lakewood, NJ Leased August 20, 2030 Piscataway Branch 1642 Stelton Road, Suite 410 Piscataway, NJ Leased November 6, 2026 North Wales Branch 1222 Welsh Road North Wales, PA Leased September 30, 2026 Cheltenham Branch 470 West Cheltenham Avenue Philadelphia, PA Leased January 26, 2031 Chinatown Branch 921 Arch Street Philadelphia, PA Leased September 30, 2027 Chestnut Street Branch 1839 Chestnut Street Philadelphia, PA Leased February 28, 2027 Location Leased or Owned Date of Lease Expiration 1 Kingston Branch 4442 Route 27 Kingston, NJ Leased March 1, 2028 Fort Lee Branch 2337 Lemoine Ave Fort Lee, NJ Leased December 31, 2034 Palisades Park Branch 449 Broad Ave Palisades Park, NJ Leased December 31, 2030 Flushing Branch 15404 Northern Blvd Flushing, NY Leased January 31, 2029 Jericho Branch 350 N Broadway #352 Jericho, NY Leased November 30, 2028 Elkins Park Branch 7301 Old York Rd Elkins Park, PA Leased May 31, 2041 Cherry Hill Branch 1405 Route 70 East Cherry Hill, NJ 08034 Owned N/A Medford Branch 170 Himmelein Rd.
Medford, NJ 08055 Leased January 14, 2027 Moorestown Branch 253 West Main Street Moorestown, NJ 08057 Owned N/A Burlington Branch 353 High Street Burlington City, NJ 08016 Leased November 30, 2030 Voorhees Branch 133 Route 73 Voorhees, NJ 08043 Owned N/A Woodbury Branch 1201 North Broad Street Woodbury, NJ 08096 Leased March 31, 2032 1.
The expiration date is based on the next upcoming maturity date and does not take into consideration any renewal/extensions dates.
Legal Proceedings From time to time the Company is a defendant in various legal proceedings arising in the ordinary course of our business.
However, in the opinion of management of the Company, there are no proceedings pending to which the Company is a party or to which its property is subject, which, if determined adversely to the Company, would be material in relation to the Company’s profits or financial condition, nor are there any proceedings pending other than ordinary routine litigation incident to the business of the Company.
In addition, no material proceedings are pending or are known to be threatened or contemplated against the Company by government authorities or others.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information The Company’s common stock trades on the “NASDAQ Global Select Market” under the ticker symbol “BPRN.” As of March 6, 2026, there were approximately 1,574 holders of our common stock.
Recent Sales of Unregistered Sales of Equity Securities and Use of Proceeds The Company's repurchase of shares of common stock for the three-month period ended December 31, 2025 were as follows: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Program 1 Maximum Number of Shares that May Yet be Purchased Under Plans or Programs 1 Period September 30, 2025 47,324 October 1 - 31, 2025 10,000 $ 30.50 10,000 37,324 November 1 - 30, 2025 — $ — — 37,324 December 1 - 31, 2025 — $ — — 37,324 10,000 $ 30.50 10,000 Dividends The Company declared and paid cash dividends of $1.25 per share for the twelve months ended December 31, 2025.
The payment of dividends to shareholders of the Company is dependent on the Bank paying dividends to the Company.
The Bank may pay dividends as declared from time to time by the Board of Directors out of funds legally available, subject to certain restrictions.
Under the New Jersey Banking Act of 1948, as amended, the Bank may not pay a cash dividend unless, following the payment, the Bank’s capital stock will be unimpaired and the Bank will have a surplus of no less than 50.0 percent of the Bank’s capital stock or, if not, the payment of the dividend will not reduce the surplus.
In addition, the Bank cannot pay dividends in amounts that would reduce the Bank’s capital below regulatory imposed minimums.
Under Pennsylvania law, the Company may not pay a dividend, if, after giving effect thereto, it would be unable to pay its debts as they become due in the usual course of business and, after giving effect to the dividend, the total assets of the Company would be less than the sum of its total liabilities plus the amount that would be needed, if the Company were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of shareholders whose rights are superior to those receiving the dividend.
It is also the policy of the Federal Reserve that a bank holding company generally may only pay dividends on common stock out of net income available to common shareholders over the past twelve months and only if the prospective rate of earnings retention appears consistent with a bank holding company’s capital needs, asset quality, and overall financial condition.
A bank holding company also should not maintain a dividend level that places undue pressure on the capital of such institution’s subsidiaries, or that may undermine the bank holding company’s ability to serve as a source of strength for such subsidiaries.
Performance Graph The following graph demonstrates comparison of the cumulative total returns for the common stock of the Company, NASDAQ Composite Index, SNL Mid-Atlantic Bank Index, and Peer Group made up of banks and thrifts with total assets between $1.00 billion and $3.00 billion for the periods indicated.
The graph below represents $100 invested in our Bank’s common stock at its closing price on December 31, 2019.
Period Ending Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Princeton Bancorp, Inc. 100.00 128.14 143.24 168.62 167.68 175.74 NASDAQ Composite Index 100.00 122.18 82.43 119.22 154.48 187.14 S&P U.S.
BMI Banks - Mid-Atlantic Region Index 100.00 126.30 106.67 129.34 179.73 247.07 Peer Group 100.00 127.39 122.22 118.50 136.46 162.42 Peer group includes nationally publicly traded Banks and Thrifts with total assets between $1B – $3B Source: S&P Global Market Intelligence © 2025 Securities Authorized for Issuance under Equity Compensation Plans The following table summarizes our equity compensation plan information as of December 31, 2025.
See Note 15 “Stock-Based Compensation” in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for a description of the material features of each plan.
Plan Category Number of shares of common stock to be issued upon exercise of outstanding options Weighted- average exercise price of outstanding options Number of shares of common stock remaining available for future issuance under compensation plans Equity Compensation Plans approved by security holders 182,095 $ 26.99 178,475 Equity Compensation Plans not approved by security holders — — — Total 182,095 $ 26.99 178,475 It em 6. [Reserved] Item 7.
Mana gement’s Discussion and Analysis of Financial Condition and Results of Operations Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is presented in sections as follows: • Overview and Strategy • Comparison of Financial Condition at December 31, 2025 and December 31, 2024 • Comparison of Operating Results for the Years Ended December 31, 2025 and 2024 • Rate/Volume Analysis • Liquidity, Commitments and Capital Resources • Off-Balance Sheet Arrangements • Impact of Inflation • Exposure to Changes in Interest Rates • Critical Accounting Policies and Estimates • Recently Issued Accounting Standards Overview and Strategy We remain focused on establishing and retaining customer relationships by offering a broad range of traditional financial services and products, competitively priced and delivered in a responsive manner to small businesses, to professionals and individuals in our market area.
As a community bank, we seek to provide superior customer service that is highly personalized, efficient and responsive to local needs.
To better serve our customers, we endeavor to provide advanced delivery systems with ATMs, current operating software, timely reporting, online bill pay and other similar up-to-date products and services.
We seek to deliver these products and services with the care and professionalism expected of a community bank and with a special dedication to personalized customer service.
Our primary business objectives are: • to provide local businesses, professionals and individuals with banking services responsive to and determined by their needs and local market conditions; • to attract deposits and loans through competitive pricing, responsiveness and service; and • to provide a reasonable return to stockholders on capital invested.
We also intend to continue pursuing a strategy that includes acquisitions.

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Risk Factors Our business and results of operations are subject to numerous risks and uncertainties, many of which are beyond our control.
The material risks and uncertainties that management believes affect the Company are described below.
Additional risks and uncertainties that management is not aware of or that management currently deems immaterial may also impair the Bank’s business operations.
This report is qualified in its entirety by these risk factors.
If any of the following risks actually occur, our business, financial condition, and results of operations could be materially and adversely affected.
Our risk factors can be broadly summarized by the following categories: • Credit and Interest Rate Risks • Risks Related to the Bank’s Common Stock • Economic Risks • Operational Risks • Strategic Risks • Risks Related to the Regulation of our Industry CREDIT AND INTEREST RATE RISKS Our loan portfolio has a significant concentration in commercial real estate and commercial construction loans.
Our loan portfolio is made up largely of commercial real estate loans and commercial construction loans.
At December 31, 2024, we had approximately $1.39 billion of commercial real estate loans, which represented 76.1% of our total loan portfolio.
Our commercial real estate loans include loans secured by owner-occupied and non-owner-occupied tenanted properties for commercial uses and multi-family loans.
The portfolio also consists of construction loans of approximately $257.2 million, or 14.1%, of our total loan portfolio as of December 31, 2024.
In addition, we make both secured and unsecured commercial and industrial loans.
At December 31, 2024, we had $92.9 million of commercial and industrial loans, which represented 5.1% of our total loan portfolio.
Commercial real estate loans generally expose a lender to a higher degree of credit risk of nonpayment and loss than other loans because of several factors, including dependence on the successful operation of a business or a project for repayment, the collateral securing these loans may not be sold as easily as for other loans, and loan terms may include a balloon payment rather than full amortization over the loan term.
In addition, commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers.
Underwriting and portfolio management activities cannot completely eliminate all risks related to these loans.
Any significant failure to pay on time by our customers or a significant default by our customers could materially and adversely affect us.
Loans secured by owner-occupied real estate are reliant on the underlying operating businesses to provide cash flow to meet debt service obligations, and as a result they are more susceptible to the general impact on the economic environment affecting those operating companies as well as the real estate market.
In general, construction and land lending involve additional risks because of the inherent difficulty in estimating a property’s value both before and at completion of the project as well as the estimated cost of the project and the time needed to sell the property at completion.
Construction costs may exceed original estimates as a result of increased materials, labor or other costs.
Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation on real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio.
Changes in the demand, such as for new housing and higher than anticipated building costs may cause actual results to vary significantly from those estimated.
For these reasons, this type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders.
A downturn in housing, or the real estate market, could increase loan delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure.
Some of our builders have more than one loan outstanding with us and also have residential mortgage loans for rental properties with us.
Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss.
In addition, no payment from the borrower is required during the term of most of our construction loans since the accumulated interest is added to the principal of the loan through an interest reserve.
As a result, construction loans often involve the disbursement of substantial funds with repayment dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or refinance the indebtedness, rather than the ability of the borrower or guarantor to repay principal and interest.
If the appraisal of the value of the completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss.
Because construction loans require active monitoring of the building process, including cost comparisons and on-site inspections, these loans are more difficult and costlier to monitor.
Increases in market rates of interest may have a more pronounced effect on construction loans by rapidly increasing the end-purchasers’ borrowing costs, thereby reducing the overall demand for the project.
Properties under construction are often difficult to sell and typically must be completed in order to be successfully sold which also complicates the process of working out problem construction loans.
This may require us to advance additional funds and/or contract with another builder to complete construction.
Further, in the case of speculative construction loans, there is added risk associated with identifying an end-purchaser for the finished project which poses a greater potential risk to us than construction loans to individuals on their personal residences.
Loans on land under development or held for future construction as well as lot loans made to individuals for the future construction of a residence also pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral.
These risks can also be significantly impacted by supply and demand conditions.
Any recession in our local economy and commercial real estate market may make it more difficult for commercial real estate borrowers to repay their loans in a timely manner as commercial real estate borrowers’ ability to repay their loans frequently depends on the successful development of their properties.
The deterioration of one or a few of our commercial real estate loans could cause a material increase in our level of nonperforming loans, which would result in a loss of revenue from these loans and could result in an increase in the provision for loan losses and/or an increase in charge offs, all of which could have a material adverse impact on our net income.
We also may incur losses on commercial real estate loans due to declines in occupancy rates and rental rates, which could occur as a result of less need for office space due to more people working from home or other factors.
This would decrease property values and may decrease the likelihood that a borrower may find permanent financing alternatives.
Any weakening in the commercial real estate market will increase the likelihood of default on these loans, which could negatively impact our loan portfolio’s performance and asset quality.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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