UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20429
FORM 10-Q
(Mark one)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
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, New Jersey 08540
(Address of principal executive offices) (Zip Code)
(609) 921-1700
(Registrant’s telephone number, including area code)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
TradingSymbol(s)
Name of each exchangeon which registered
Common stock, no par value
BPRN
The Nasdaq Global Market
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 (§ 232.405 of this chapter) during the preceding 12 months (or for 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 an 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) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 5, 2026, there were 6,811,150 outstanding shares of the issuer’s common stock, no par value.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1
Financial Statements
Unaudited Consolidated Statements of Financial Condition - March 31, 2026 and December 31, 2025
3
Unaudited Consolidated Statements of Income - three months ended March 31, 2026 and 2025
4
Unaudited Consolidated Statements of Comprehensive Income - three months ended March 31, 2026 and 2025
5
Unaudited Consolidated Statements of Changes in Stockholders’ Equity - three months ended March 31, 2026 and 2025
6
Unaudited Consolidated Statements of Cash Flows - three months ended March 31, 2026 and 2025
7
Notes to Unaudited Consolidated Financial Statements
8
Item 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 3
Quantitative and Qualitative Disclosure about Market Risk
36
Item 4
Controls and Procedures
PART II OTHER INFORMATION
Legal Proceedings
37
Item 1A
Risk Factors
Unregistered Sale of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5
Other Information
Item 6
Exhibits
38
2
PART I–FINANCIAL INFORMATION
Item 1. Financial Statements.
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except share data)
March 31, 2026
December 31, 2025
ASSETS
Cash and due from banks
$
16,989
17,038
Interest-earning bank balances
89,995
19,309
Due from Federal Reserve Bank
12,810
99,339
Total cash and cash equivalents
119,794
135,686
Securities available-for-sale, at fair value (amortized cost $173,093 and $189,924 at March 31, 2026 and December 31, 2025, respectively)
164,557
182,569
Securities held-to-maturity (fair value $152 and $154 at March 31, 2026 and December 31, 2025, respectively)
151
153
Loans receivable, net of deferred fees and costs
1,819,133
1,816,416
Less: allowance for credit losses
(20,033
)
(20,325
Loan receivable, net
1,799,100
1,796,091
Bank-owned life insurance
71,395
70,888
Premises and equipment, net
16,720
16,900
Accrued interest receivable
7,323
7,797
Restricted investment in bank stock
2,366
Deferred taxes, net
17,192
16,857
Goodwill
14,381
Core deposit intangible
2,580
2,776
Operating lease right-of-use asset
20,228
20,121
Other assets
17,980
18,562
TOTAL ASSETS
2,253,767
2,285,147
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Non-interest-bearing
303,233
286,013
Interest-bearing
1,639,426
1,690,180
Total deposits
1,942,659
1,976,193
Accrued interest payable
8,081
8,529
Operating lease liability
21,298
21,194
Other liabilities
8,130
8,519
TOTAL LIABILITIES
1,980,168
2,014,435
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value; 2,000,000 shares authorized and none outstanding at March 31, 2026 and at December 31, 2025
—
Common stock, no par value; 15,000,000 shares authorized, 7,074,429 shares issued and 6,796,253 outstanding at March 31, 2026; 7,042,206 shares issued and 6,765,530 outstanding at December 31, 2025
Paid-in capital
122,988
122,904
Treasury stock, at cost; 278,176 shares at March 31, 2026 and 276,676 shares at December 31, 2025
(8,762
(8,707
Retained earnings
165,483
161,780
Accumulated other comprehensive loss
(6,110
(5,265
TOTAL STOCKHOLDERS’ EQUITY
273,599
270,712
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
See accompanying notes to unaudited consolidated financial statements.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
March 31,
2026
2025
INTEREST AND DIVIDEND INCOME
Loans receivable, including fees
28,066
29,624
Securities available-for-sale:
Taxable
1,519
2,616
Tax-exempt
274
284
Securities held-to-maturity
Other interest and dividend income
1,210
769
TOTAL INTEREST AND DIVIDEND INCOME
31,071
33,295
INTEREST EXPENSE
Deposits
12,213
14,538
TOTAL INTEREST EXPENSE
NET INTEREST INCOME
18,858
18,757
Provision for (reversal of) credit losses
(156
268
NET INTEREST INCOME AFTER PROVISION FOR (REVERSAL OF) CREDIT LOSSES
19,014
18,489
NON-INTEREST INCOME
Income from bank-owned life insurance
507
471
Fees and service charges
580
511
Loan fees, including prepayment penalties
528
675
Other
836
533
TOTAL NON-INTEREST INCOME
2,451
2,190
NON-INTEREST EXPENSE
Salaries and employee benefits
7,025
7,172
Occupancy and equipment
2,392
2,285
Professional fees
760
761
Data processing and communications
1,627
1,626
Federal deposit insurance
300
Advertising and promotion
175
171
Office
131
110
Other real estate owned
27
Core deposit intangible amortization
196
228
809
879
TOTAL NON-INTEREST EXPENSE
13,415
13,792
INCOME BEFORE INCOME TAX EXPENSE
8,050
6,887
INCOME TAX EXPENSE
1,821
1,509
NET INCOME
6,229
5,378
Earnings per common share-basic
0.92
0.78
Earnings per common share-diluted
0.91
0.77
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
Other comprehensive income
Unrealized gains (losses) arising during period on securities available-for-sale
(1,181
1,828
Net unrealized gain (loss) income
Tax effect
336
(517
Total other comprehensive income (loss)
(845
1,311
COMPREHENSIVE INCOME
5,384
6,689
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Accumulated
Common
Paid-in
Treasury
Retained
Comprehensive
Stock
Capital
Earnings
Loss
Total
Three Months Ended March 31, 2026 and 2025
Balance, January 1, 2025
119,908
(842
151,915
(8,941
262,040
Net income
Treasury stock repurchases (5,250 shares)
(163
Stock options exercised (21,300 shares)
443
Share redemption for tax withholding on restricted stock vesting
(231
Dividends declared ($0.30 per share)
(2,092
Dividend reinvestment plan (994 shares)
31
(31
Stock-based compensation expense
301
Balance, March 31, 2025
120,452
(1,005
155,170
(7,630
266,987
Balance, January 1, 2026
Other comprehensive loss
Treasury stock repurchases (1,500 shares)
(55
Stock options exercised (1,500 shares)
41
(246
Dividends declared ($0.35 per share)
(2,490
Dividend reinvestment plan (1,053 shares)
(36
253
Balance, March 31, 2026
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of premises and equipment
454
444
Amortization of premiums and accretion of discounts on securities, net
Accretion of net deferred loan fees and costs
(1,345
(1,246
Increase in cash surrender value of bank-owned life insurance
(507
(470
Deferred income (benefit) tax
(335
713
Amortization of core deposit intangible
229
Decrease in accrued interest receivable and other assets
1,285
751
Decrease in accrued interest payable and other liabilities
(870
(5,124
NET CASH PROVIDED BY OPERATING ACTIVITIES
5,207
1,251
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of available-for-sale securities
(2,564
Maturities, calls and principal repayments of securities available-for-sale
16,828
12,320
Maturities, calls and principal repayments of securities held-to-maturity
Decrease in loans, net of repayments
(29,091
(67,202
Purchase of loans
27,720
30,784
Purchases of premises and equipment
(274
(200
Purchases of restricted bank stock
(63
NET CASH PROVIDED BY (USED IN) INVESTMENT ACTIVITIES
15,185
(26,923
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) in deposits
(33,534
(21,959
Cash dividends
Purchase of treasury stock
Proceeds from exercise of stock options
NET CASH USED IN BY FINANCING ACTIVITIES
(36,284
(24,002
NET DECREASE IN CASH AND CASH EQUIVALENTS
(15,892
(49,674
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
117,348
CASH AND CASH EQUIVALENTS, END OF PERIOD
67,674
SUPPLEMENTARY CASH FLOWS INFORMATION:
Interest paid
12,661
17,429
Income taxes paid
488
1,094
Increase in ROU leases
860
Notes to Consolidated Financial Statements (unaudited)
Note 1 – Summary of Significant Accounting Policies
Organization and Nature of Operations
The Bank of Princeton (the “Bank”) was incorporated on March 5, 2007, under the laws of the State of New Jersey and is a New Jersey state-chartered banking institution. The Bank was granted its bank charter on April 17, 2007, commenced operations on April 23, 2007, and is a full-service bank providing personal and business lending and deposit services. As a state-chartered bank, the Bank is subject to regulation by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation (“FDIC”). The area served by the Bank, through its 35 branches, is generally an area within an approximate 50-mile radius of Princeton, NJ, including parts of Burlington, Camden, Gloucester, Hunterdon, Mercer, Middlesex, Ocean, and Somerset Counties in New Jersey, and additional areas in portions of Philadelphia, Montgomery, and Bucks Counties in Pennsylvania. The Bank also has two retail branches and conducts loan origination activities in select areas of New York.
The Bank offers traditional retail banking services, one-to-four-family residential mortgage loans, multi-family and commercial mortgage loans, construction loans, commercial business loans and consumer loans, including home equity loans and lines of credit.
On January 10, 2023, Princeton Bancorp, Inc., a Pennsylvania corporation formed by the Bank (the “Company”), acquired all the outstanding stock of the Bank in a corporate reorganization. As a result, the Bank became the sole direct subsidiary of the Company, the Company became the holding company for the Bank and the stockholders of the Bank became stockholders of the Company. As of March 31, 2026, the Company and its subsidiaries had 242 total employees and 241 full-time equivalent employees.
On August 23, 2024, the Company completed the acquisition of Cornerstone Financial Corporation (“CFC”), the holding company for Cornerstone Bank, a New Jersey chartered state bank headquartered in Mt. Laurel, New Jersey that primarily served the South Jersey market. On that date, CFC was merged into the Company, and Cornerstone Bank was merged with and into the Bank.
Basis of Financial Statement Presentation
The unaudited consolidated financial statements include the accounts of the Company, its wholly owned subsidiary, the Bank, and the Bank’s wholly owned subsidiaries: Bayard Lane, LLC, Bayard Properties, LLC, 112 Fifth Avenue, LLC, TBOP Delaware Investment Company and TBOP REIT, Inc. All significant inter-company accounts and transactions have been eliminated in consolidation.
The unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission and the FDIC. Accordingly, they do not include all the information and disclosures required by GAAP for annual financial statements. In management’s opinion, the unaudited consolidated financial statements contain all adjustments, which include normal and recurring adjustments necessary for a fair presentation of the financial position and results of operations for the interim periods presented. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Because of uncertainties associated with estimating the amounts, timing and likelihood of possible outcomes, actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and evaluation of the potential impairment of goodwill.
Management believes that the allowance for credit losses is adequate as of March 31, 2026. While management uses current information to recognize losses on loans, future additions to the allowance for credit losses may be necessary based on changes in economic conditions in the market area or other factors.
In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit losses. Such agencies may require the Company to effect certain changes that result in additions to the allowance based on their judgments about information available to them at the time of their examinations.
Note 1 – Summary of Significant Accounting Policies (continued)
Segment Reporting
The Company has determined that all of its banking divisions and subsidiaries meet the aggregation criteria of Accounting Standards Codification (ASC) 280, Segment Reporting, as its current operating model is structured whereby banking divisions and subsidiaries serve a similar customer base utilizing a company-wide offering of similar products and services managed through similar processes and platforms that are collectively reviewed by the Company’s Chief Executive Officer, who has been identified as the chief operating decision maker (“CODM”).
The CODM regularly assesses performance of the aggregated single operating and reporting segment and decides how to allocate resources based on net income calculated on the same basis as is net income reported in the Company’s consolidated statements of income. The CODM is also regularly provided with expense information at a level consistent with that disclosed in the Company’s consolidated statements of income.
Reclassifications
Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year’s presentation.
Recent Accounting Pronouncements Not Yet Adopted
ASU 2023-06, “Disclosure Improvements” amends disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The effective dates will depend, in part, on whether an entity is already subject to the SEC’s current disclosure requirements. This ASU is not expected to have a material impact on the Company’s consolidated financial statements.
ASU 2025-08, “Financial Instruments—Credit Losses: Purchased Loans,” expands the gross‑up approach for the allowance for credit losses to certain purchased seasoned loans. The amendments are effective for fiscal years beginning after December 15, 2026, are applied prospectively, and early adoption is permitted. The Company is currently evaluating the impact and does not expect adoption to have a material impact on its consolidated financial statements.
Note 2 – Earnings Per Share
Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the weighted average number of common shares outstanding for the period adjusted to include the effect of outstanding stock options, if dilutive, using the treasury stock method. Shares issued during any period are weighted for the portion of the period they were outstanding.
9
Note 2 – Earnings Per Share (concluded)
The following schedule presents earnings per share data for the three months ended March 31, 2026 and 2025 (in thousands, except per share data):
Three months ended March 31,
Net income applicable to common stock
Weighted average number of common shares outstanding
6,788
6,905
Basic earnings per share
Dilutive effect on common shares outstanding
20
59
Weighted average number of diluted common shares outstanding
6,808
6,964
Diluted earnings per share
Restricted stock units and options to purchase 174,751 shares of common stock at a weighted average exercise price of $30.75 were included in the computation of diluted earnings per share for the three months ended March 31, 2026. There were no antidilutive shares to be excluded from the computation of diluted earnings per share at March 31, 2026.
Restricted stock units and options to purchase 260,698 shares of common stock at a weighted average exercise price of $26.99 were included in the computation of diluted earnings per share for the three months ended March 31, 2025. There were no antidilutive shares to be excluded from the computation of diluted earnings per share at March 31, 2025.
Note 3 – Investment Securities
The following summarizes the amortized cost and fair value of securities available-for-sale at March 31, 2026 and December 31, 2025 with gross unrealized gains and losses therein:
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
FairValue
Available-for-sale
Mortgage-backed securities - U.S. government sponsored enterprises (GSEs)
116,939
472
(5,296
112,115
U.S. government agency securities
11,260
(825
10,435
Obligations of state and political subdivisions
41,867
(2,895
38,974
Small business association (SBA) securities
1,064
(1
1,069
U.S. treasury securities
1,963
1
1,964
173,093
481
(9,017
10
Note 3 – Investment Securities (continued)
Gross
Amortized
Unrealized
Fair
Cost
Gains
Losses
Value
Available -for-sale
132,040
688
(5,081
127,647
(750
10,512
42,423
(2,233
40,198
1,254
1,259
2,947
2,953
189,924
710
(8,065
The unrealized losses, categorized by the length of time in a continuous loss position, and the fair value of related securities available-for-sale at March 31, 2026 and December 31, 2025 are as follows:
Less than 12 Months
More than 12 Months
31,198
(174
28,698
(5,122
59,896
4,964
5,471
(789
11,304
24,660
(2,721
35,964
191
218
409
U.S. Treasuries
47,657
(385
59,047
(8,632
106,704
22,206
(52
29,492
(5,029
51,698
5,510
1,901
(3
31,025
(2,230
32,926
381
223
604
24,488
66,250
(8,010
90,738
11
Note 3 – Investment Securities (concluded)
The amortized cost and fair value of securities available-for-sale at March 31, 2026 by contractual maturity are shown below. Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties:
Due in one year or less
3,063
3,064
Due after one year through five years
10,842
10,668
Due after five years through ten years
39,888
36,695
Due after ten years
2,361
2,015
Mortgage-backed securities (GSEs)
The Company uses a defined methodology for allowance for credit losses on its investment securities available-for-sale. The Company did not have an allowance for credit losses on its investment securities available-for-sale as of March 31, 2026 or 2025.
The Company’s securities primarily consist of the following types of instruments; U.S. guaranteed mortgage-backed securities, U.S. guaranteed agency bonds, state and political subdivision issued bonds, mortgage related securities guaranteed by the SBA and U.S. treasury notes. We believe it is reasonable to expect that the securities with a credit guarantee of the U.S. government will have a zero-credit loss. Therefore, no reserve was recorded for U.S. guaranteed securities or bonds at March 31, 2026. The state and political subdivision securities carry a minimum investment rating of A by either Moody’s or Standard and Poor’s. Some of the smaller municipalities also have insurance to cover the Company in the event of default. Therefore, the Company did not project a credit loss and no reserve was recorded as of March 31, 2026.
At March 31, 2026, the Company’s available-for-sale securities portfolio consisted of approximately 261 securities, of which 136 available-for-sale securities were in an unrealized loss position for more than twelve months and 48 available-for-sale securities were in an unrealized loss position for less than twelve months. The available-for-sale securities in an unrealized loss position for more than twelve months consisted of 81 municipal securities aggregating $24.7 million with a loss of $2.7 million, 49 mortgage-backed securities-GSE aggregating $28.7 million with a loss of $5.1 million, 4 agency security aggregating $5.5 million with a loss of $789 thousand and 2 SBA securities aggregating $218 thousand with a loss less than $1 thousand. The Company does not intend to sell these securities, and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis. Unrealized losses primarily relate to interest rate fluctuations and not credit concerns.
Accrued interest receivable on investment securities represents interest earned but not yet collected on the Company’s available-for-sale and held-to-maturity securities portfolios. Accrued interest receivable related to investments, at March 31, 2026 and December 31, 2025 was $934 thousand and $1.1 million, respectively. Accrued interest receivable is generally written off when collection of the underlying interest is deemed uncollectible, which typically occurs when the related security is placed on nonaccrual status. When a security is placed on nonaccrual, previously accrued but uncollected interest is reversed from interest income. There were no investment securities on nonaccrual status and no write-offs of accrued interest receivable for the three-month period ended March 31, 2026 and for the year ended December 31, 2025.
There are no securities pledged as of March 31, 2026 and December 31, 2025.
12
Note 4 – Loans Receivable
Loans receivable, net at March 31, 2026 and December 31, 2025 were comprised of the following:
March 31,2026
December 31,2025
Commercial real estate
1,323,347
1,343,531
Commercial and industrial
80,673
76,557
Construction
210,862
209,483
Residential first-lien mortgage
170,553
163,813
Home equity/consumer
36,192
25,359
Total loans
1,821,627
1,818,743
Deferred fees and costs, net
(2,494
(2,327
Loans, net
The Company purchased $15.8 million in residential loans and $11.9 million in consumer loans during the three months ended March 31, 2026. The Company purchased $108.2 million in residential loans and $8.7 million in consumer loans during the twelve months ended December 31, 2025.
The Company uses the discounted cash flow ("DCF") methodology in determining the allowance for credit losses (“ACL”), which projects future losses, based on historical and peer loss data. Qualitative adjustments to the DCF methodology include and consider changes in national, regional, and local economic and business conditions, an assessment of the lending environment, including underwriting standards, and other factors affecting credit quality. There were no significant changes to the Company’s ACL methodology for the quarter ended March 31, 2026.
The following table presents the components of the allowance for credit losses:
Allowance for credit losses - loans
Allowance for credit losses - off balance sheet
(534
(399
(20,567
(20,724
The following table presents nonaccrual loans by segment of the loan portfolio as of March 31, 2026 and December 31, 2025:
With aRelatedAllowance
Without aRelatedAllowance
15,674
15,229
361
1,257
92
Total nonaccrual loans
16,478
16,578
13
Note 4 – Loans Receivable (continued)
The calculation of the allowance for credit losses does not include any accrued interest receivable. The Company’s policy is to write off any interest not collected after 90 days past due, or earlier, when the ability to collect principal and interest according to the contractual terms is in doubt. During the three months ended March 31, 2026, the Company wrote off $257 thousand in accrued interest receivable for loans, compared to $422 thousand for the three months ended March 31, 2025. Accrued interest receivable related to loans, at March 31, 2026 and December 31, 2025, was $6.4 million and $6.7 million, respectively. The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loan receivables by the length of time a recorded payment is past due. The following table presents the segments of the loan portfolio, summarized by the past due status as of March 31, 2026:
30-59DaysPastDue
60-89DaysPastDue
90 DaysOr MorePastDue
TotalPastDue
Current
TotalLoansReceivable
LoansReceivable>90 DaysandAccruing
1,838
17,512
1,305,835
82
80,230
1,305
1,748
168,805
3,225
19,703
1,801,924
The following table presents the segments of the loan portfolio summarized by the past due status as of December 31, 2025:
7,523
22,752
1,320,779
15
273
302
590
75,967
370
18
388
163,425
180
25,179
8,088
15,549
23,910
1,794,833
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation and current economic trends, among other factors. The Company evaluates risk ratings on an ongoing basis and assigns one of the following ratings: pass, special mention, substandard and doubtful. The Company engages a third party to review its assessment on a semiannual basis. The Company classifies residential and consumer loans as either performing or nonperforming based on payment status.
14
The following table summarizes total loans by year of origination, internally assigned credit grades and risk characteristics as of March 31, 2026. Gross charge-offs are included for the three months ended March 31, 2026.
2024
2023
2022
Prior
RevolvingLoans
Pass
14,191
58,134
122,506
159,861
290,331
647,860
5,758
1,298,641
Special mention
1,065
8,278
9,343
Substandard
15,363
Total commercial real estate
291,396
671,501
Current period gross charge-offs
1,323
7,886
3,251
6,133
15,005
20,230
25,673
79,501
500
672
Total commercial and industrial
21,402
6,427
5,000
1,108
1,360
52,370
144,597
Total construction
Performing
3,821
34,871
54,628
19,617
7,032
50,141
170,110
Nonperforming
Total residential first-lien mortgage
50,584
11,990
8,910
1,030
1,674
1,239
288
11,061
Total home equity/consumer
37,752
114,801
182,523
187,285
314,967
770,889
187,089
1,795,306
8,778
9,843
316,032
796,145
The following table summarizes total loans by year of origination, internally assigned credit grades and risk characteristics as of December 31, 2025. Gross charge-offs are included for the year ended December 31, 2025.
2021
2020
63,586
128,257
161,317
299,041
129,951
529,896
5,962
1,318,010
9,429
16,092
555,417
10,181
8,251
1,077
6,197
8,958
11,074
15,706
23,532
74,795
505
17,468
99
17,070
9,290
55,582
122,541
28,071
58,909
17,605
6,408
5,903
46,825
163,721
46,917
9,726
1,045
899
1,203
1,050
442
10,989
25,354
447
114,634
206,358
186,018
324,900
203,560
592,869
163,024
1,791,363
9,934
17,446
620,249
16
The following table presents the allowance for credit losses on loans receivable at and for the three months ended March 31, 2026:
Commercialreal estate
Commercialandindustrial
Residentialfirst-lienmortgage
Allowance for credit losses:
Beginning balance
16,848
900
376
2,004
197
20,325
Provision (reversal)1
(12
(4
124
(290
Charge-offs
(14
Recoveries
16,437
911
364
2,000
321
20,033
The following table presents the allowance for credit losses on loans receivable at and for the three months ended March 31, 2025:
20,821
1,173
609
893
161
23,657
149
(118
(209
395
225
(84
133
144
20,981
1,104
400
1,288
169
23,942
17
Note 4 – Loans Receivable (concluded)
As of March 31, 2026, the Company had nine loans totaling $16.5 million that were individually analyzed for potential credit loss. Eight of the loans aggregating $16.1 million were individually evaluated collateral dependent loans and one loan for $361 thousand used present value of future cash flows to determine if a write down was needed. As of December 31, 2025, the Company had nine loans totaling $16.6 million that were individually analyzed for potential credit loss. Eight of the loans aggregating $16.2 million were individually evaluated collateral dependent loans and one loan for $394 thousand used present value of future cash flows to determine if a write down was needed.
Occasionally, the Company will modify the contractual terms of loans to a borrower experiencing financial difficulties as a way to mitigate loss, proactively work with borrowers in financial difficulty, or to comply with regulations regarding the treatment of certain bankruptcy filing and discharge situations. Typically, such concessions may consist of a reduction in interest rate to a below market rate, taking into account the credit quality of the note, extension of additional credit base on receipt of adequate collateral, or a deferment or reduction of payments (principal or interest) which materially alters the Company’s position or significantly extends the note’s maturity date, such that the present value of cash flows to be received is materially less than those contractually established at the loan’s origination. When principal forgiveness is provided, the amount forgiven is charged off against the allowance for credit losses on loans. There were no modifications to borrowers with financial difficulties and no previously modified loans that defaulted during the three months ended March 31, 2026, and the twelve-months ended December 31, 2025.
Note 5 – Deposits
The components of deposits were as follows:
Demand, non-interest-bearing checking
15.61
%
14.47
Demand, interest-bearing checking
308,204
15.87
333,533
16.88
Savings
169,031
8.70
167,735
8.49
Money market
490,711
25.26
464,205
23.49
Time deposits, $250,000 and over
241,134
12.41
289,738
14.66
Time deposits, other
430,346
22.15
434,969
22.01
100.00
Note 6 – Borrowings
The Company had no outstanding borrowings at March 31, 2026 and December 31, 2025.
Note 7 – Fair Value Measurements and Disclosures
The Company follows the guidance on fair value measurements now codified as FASB ASC Topic 820, “Fair Value Measurement” (“Topic 820”). Fair value measurements are not adjusted for transaction costs. Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.
Management uses its best judgment in estimating the fair value of the Company’s financial instruments, however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in sales transactions on the dates indicated. The estimated fair value amounts have been measured as of their respective period-end and have not been re-evaluated or updated for the purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different from the amounts reported at each period-end.
The fair value measurement hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2026 were as follows:
Description
(Level 1) QuotedPrice in ActiveMarkets forIdenticalAssets
(Level 2)Significant OtherObservableInputs
(Level 3)SignificantUnobservableInputs
Total Fair ValueMarch 31,2026
Mortgage-backed securities -U.S. government sponsored enterprise (GSEs)
Small Business Association (SBA) securities
Mortgage servicing rights
587
19
Note 7 – Fair Value Measurements and Disclosures (continued)
For financial assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy, used at December 31, 2025 were as follows:
(Level 1)Quoted Pricein ActiveMarkets forIdenticalAssets
(Level 2)SignificantOtherObservableInputs
Total Fair ValueDecember 31,2025
622
There were no liabilities measured at fair value on a recurring basis, at March 31, 2026 or December 31, 2025.
Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
There were no assets measured at fair value on a nonrecurring basis at March 31, 2026 or December 31, 2025.
There were no transfers between fair value hierarchy levels during the three months ended March 31, 2026 or for the year ended December 31, 2025. The Company’s policy is to recognize transfers between levels as of the end of the reporting period.
The following methods and assumptions were used by the Company in estimating fair value disclosures:
Investment Securities
The fair value of securities available-for-sale (carried at fair value) and held-to-maturity (carried at amortized cost) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices. Level 2 debt securities are valued by a third-party pricing service commonly used in the banking industry, and not adjusted by management. Level 2 fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, live trading levels, trade execution date, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.
Individual evaluated loans
Individual loans carried at fair value are those loans in which the Company has measured for a reserve and are generally based on the fair value of the related loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds, discounted for estimated selling costs or other factors the Company determines will impact collection of proceeds. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements.
The carrying amounts and estimated fair value of financial instruments at March 31, 2026 are as follows:
CarryingAmount
Estimated FairValue
Level 1
Level 2
Level 3
Financial Assets:
Cash and cash equivalents
Securities available-for-sale at fair value
162,593
152
Loans receivable, net
1,877,988
Restricted investments in bank stock
Equity method investments
12,214
7,520
4,694
Financial Liabilities:
1,816,424
The carrying amounts and estimated fair value of financial instruments at December 31, 2025 are as follows:
179,616
154
1,844,992
11,832
4,312
1,904,904
The fair value of cash and cash equivalents, restricted bank stock, accrued interest receivable, equity method investments, and accrued interest payable are measured at the Company’s carrying amount.
The fair value of loans, deposits and borrowings are measured on a discounted cash flow basis using current rates and terms.
Mortgage servicing rights are carried at estimated fair value. The estimated fair value is obtained through independent third-party valuations.
21
Note 7 – Fair Value Measurements and Disclosures (concluded)
Limitations
The fair value estimates are made at a discrete point in time based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors.
These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Further, the foregoing estimates may not reflect the actual amount that could be realized if all or substantially all the financial instruments were offered for sale. This is due to the fact that no market exists for a sizable portion of the loan, deposit and off-balance sheet instruments.
In addition, the fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to value anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.
Finally, reasonable comparability between financial institutions may not be practical due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. This lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.
22
Note 8 – Leases
Leases (ASC Topic 842) establishes a right of use model that requires a lessee to record a right of use asset (“ROU”) and a lease liability for all leases with terms longer than 12 months. The Company is obligated under 31 operating lease agreements for 29 branches and its corporate offices with terms extending through 2042. The Company’s lease agreements include options to renew at the Company’s discretion. The extensions are reasonably certain to be exercised, therefore they were considered in the calculations of the ROU asset and lease liability.
The following table represents the classification of the Company’s right of use asset and lease liability.
Statement of Financial
Year Ended
Condition Location
Operating Lease Right of Use Asset:
Gross carrying amount beginning of year
21,903
Increased asset from new leases
1,165
Accumulated amortization
(753
(2,947
Net book value
Operating Lease Liability:
Lease liability
As of March 31, 2026, the weighted-average remaining lease terms for operating leases was 9.9 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 3.54%. The Company used Federal Home Loan Bank (“FHLB”) fixed rate advances or at the time the lease was placed in service for the term most closely aligning with remaining lease term.
Future minimum payments under operating leases with terms longer than 12 months are as follows at March 31, 2026 (in thousands):
Amount
Twelve months ended March 31,
3,817
2027
3,554
2028
3,359
2029
2,860
2030
2,572
Thereafter
11,607
Total future operating lease payment
27,769
Amounts representing interest
(6,471
Present value of net future lease payments
Lease cost:
Operating lease
1,040
1,025
Short-term lease cost
66
Total lease cost
1,078
1,091
Other information:
Cash paid for amounts included in the measurement of lease liabilities
964
940
23
Note 9 – Goodwill and Core Deposit Intangible
In accordance with ASC 805, the Company has recorded goodwill and core deposit intangible (“CDI”) assets related to prior acquisitions. CDI assets are amortized over a 10-year period using the sum-of-the-years’-digits method. In accordance with GAAP, goodwill is evaluated for impairment annually, or more frequently if events or changes in circumstances indicate potential impairment. The Company performs its annual goodwill impairment assessment as of May 31. Management has determined that the Company’s community banking operations constitute a single reporting unit, which is also the Company’s only operating segment.
ASC Topic 350-20 guidance requires an annual review of the fair value of a Reporting Unit that has goodwill in order to determine if it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a Reporting Unit is less than its carrying amount, including goodwill. A qualitative factor test can be performed to determine whether it is necessary to perform a quantitative goodwill impairment test. If this qualitative test determines it is not more likely than not (less than 50% probability) that the fair value of the Reporting Unit is less than the Carrying Value, then the Company does not have to perform a quantitative test and goodwill can be considered not impaired. After performing the qualitative factor test, the result was the Company determined that a quantitative test would be performed at May 31, 2025, primarily due to the Company’s common stock trading at 80.0% of book value. This was a possible indication that a goodwill impairment may exist. The result of this quantitative test indicates that fair value is greater than book value and that no Reporting Unit goodwill impairment exists. Management noted no events or changes in circumstances subsequent to the May 31, 2025 annual impairment assessment that would indicate a potential impairment of goodwill.
The changes in the carrying amount of goodwill and core deposit intangible assets are summarized as follows:
Core Deposit
Intangible
Balance at December 31, 2025
Amortization expense
(196
Balance at March 31, 2026
As of March 31, 2026, the remaining current fiscal year and future fiscal periods amortization for the core deposit intangible is (in thousands):
521
457
320
245
450
Note 10 – Subsequent Events
On April 21, 2026, the Board of Directors declared a cash dividend of $0.35 per share of common stock to shareholders of record on May 5, 2026, payable on May 28, 2026.
24
Note 11 – Risk and Uncertainties
The occurrence of events which adversely affect the global, national, and regional economies may have a negative impact on our business. Like other financial institutions, our business relies upon the ability and willingness of our customers to transact business with us, including banking, borrowing and other financial transactions. A strong and stable economy at each of the local, federal, and global levels is often a critical component of consumer confidence and typically correlates positively with our customers’ ability and willingness to transact certain types of business with us. Local and global events outside of our control which disrupt the New Jersey, Pennsylvania, New York, United States and/or global economy may therefore negatively impact our business and financial condition.
Government economic programs intended to backstop and bolster the economy through the pandemic have ended, and the nation’s economy has entered an inflationary phase. The Consumer Price Index has risen to levels not experienced since the 1980s while the labor market remains very tight, contributing additional inflationary pressure. To address the inflation problem, the Federal Reserve has reversed course on its previously accommodative monetary policies and modestly decreased short-term interest rates. These actions are intended to slow overall economic activity and risk entering the economy into a recession.
Regional conflicts around the world, including between Russia and Ukraine, tensions involving Iran and Israel, and broad instability in the Middle East, have exacerbated supply chain disruptions, contributed to volatility in energy and commodity markets, and increased geopolitical and economic uncertainty. Escalation of these conflicts, including potential disruptions to global energy supplies and international trade routes, could adversely affect financial markets, inflation, interest rates, and overall economic conditions. Any or all could have negative downstream effects on the Company’s operating results, the extent of which is indeterminable at this time.
25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis in conjunction with the unaudited consolidated interim financial statements contained in Part I, Item 1 of this report, and with our audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our Form 10-K as of and for the year ended December 31, 2025.
Cautionary Statement Regarding Forward-Looking Statements
The Company may from time to time make written or oral “forward-looking statements,” including statements contained in the Company’s filings with the Securities and Exchange Commission, in its reports to stockholders and in other communications by the Company (including this press release), which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, estimates and intentions that are subject to change based on various important factors (some of which are beyond the Company’s control). The most significant factors that could cause future results to differ materially from those anticipated by our forward-looking statements include the potential impact of any future Federal budget stalemates in Congress, higher tariffs imposed by the Trump administration, higher inflation levels, and general economic and recessionary concerns, all of which could impact economic growth and could cause an increase in loan delinquencies, a reduction in financial transactions and business activities including decreased deposits and reduced loan originations, difficulties in managing liquidity in a rapidly changing and unpredictable market, and supply chain disruptions. Other factors that could cause actual results to differ materially from those indicated by forward-looking statements include, but are not limited to, the following factors: the global impact of foreign military conflicts; the impact of any future pandemics or other natural disasters; civil unrest, rioting, acts or threats of terrorism, or actions taken by the local, state and Federal governments in response to such events, which could impact business and economic conditions in our market area; the strength of the United States economy in general and the strength of the local economies in which the Company and Bank conduct operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; market and monetary fluctuations; market volatility; the value of the Bank’s products and services as perceived by actual and prospective customers, including the features, pricing and quality compared to competitors’ products and services; the willingness of customers to substitute competitors’ products and services for the Bank’s products and services; credit risk associated with the Bank’s lending activities; risks relating to the real estate market and the Bank’s real estate collateral; the impact of changes in applicable laws and regulations and requirements arising out of our supervision by banking regulators; other regulatory requirements applicable to the Company and the Bank; the timing and nature of the regulatory response to any applications filed by the Company and the Bank; developments in technology, such as artificial intelligence, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our customers' expectations for convenience and security; other acquisitions; changes in consumer spending and saving habits; those risks under the heading “Risk Factors” set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025; and the success of the Company at managing the risks involved in the foregoing.
The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company, except as required by applicable law or regulation.
Throughout this document, references to “we,” “us,” or “our” refer to the Company and the Bank.
Executive Overview
The Company is the holding company for The Bank of Princeton (the “Bank”), a community bank founded in 2007. The Bank is a New Jersey state-chartered commercial bank with 28 branches in New Jersey, including three in Princeton and others in Bordentown, Browns Mills, Burlington, Chesterfield, Cherry Hill, Cream Ridge, Deptford, Fort Lee, Hamilton, Kingston, Lakewood, Lambertville, Lawrenceville, Medford, Monroe, Moorestown, New Brunswick, Palisades Park, Pennington, Piscataway, Princeton Junction, Quakerbridge, Sicklerville, Voorhees, and Woodbury. There are also five branches in the Philadelphia, Pennsylvania area and two in the New York City metropolitan area. The Bank is a member of the Federal Deposit Insurance Corporation (“FDIC”).
The Company’s common stock trades on the “Nasdaq Global Select Market” under ticker symbol, “BPRN.”
Critical Accounting Policies and Estimates
The Company has chosen accounting policies that it believes are appropriate to accurately and fairly report its operating results and financial position, and the Company applies those accounting policies in a consistent manner. The Significant Accounting Policies are
summarized in Note 1 to the consolidated financial statements included in the 2025 Annual Report on Form 10-K. There have been no changes to the Critical Accounting Estimates since the Company filed its Annual Report on Form 10-K for the year ended December 31, 2025.
New Accounting Pronouncements
Refer to Note 1 to the consolidated financial statements included in the 2025 Annual Report on Form 10-K and Note 1- Summary of Significant Accounting Policies in this document.
Economy
Economic conditions during the first quarter of 2026 remained mixed, characterized by moderating growth, resilient labor markets, and inflation trending downward but still modestly above the target of the Federal Reserve. Consumer spending continued to support economic activity but showed signs of softening amid elevated interest rates and reduced excess savings, while business investment remained constrained by tighter financial conditions. The Federal Reserve maintained a restrictive monetary policy stance during the quarter, contributing to higher borrowing costs, modest tightening in credit availability, and continued pressure on interest-sensitive sectors, including commercial real estate. Looking ahead, economic conditions remain uncertain, with risks dependent on the trajectory of inflation, labor market conditions, and the timing of potential monetary policy adjustments.
Comparison of Financial Condition at March 31, 2026 and December 31, 2025
General
Total assets were $2.25 billion at March 31, 2026, a decrease of $31.4 million, or 1.37% when compared to $2.29 billion at the end of 2025. The primary reasons for the decrease in total assets were related to decreases in cash and cash equivalents of $15.9 million and investment securities of $18.0 million, partially offset by an increase in net loans of $2.7 million.
Cash and cash equivalents decreased $15.9 million, or 11.7%, to $119.8 million at March 31, 2026 compared to December 31, 2025.
Investment securities
Total available-for-sale investment securities decreased $18.0 million, or 9.9%, to $164.6 million at March 31, 2026 compared to December 31, 2025. This decrease was related to the payoffs of mortgage-backed securities of U.S. government sponsored enterprises and U.S government agency securities during the three months ended March 31, 2026.
Loans
Loans, net of deferred loan fees and costs, increased $2.7 million, or 0.15%, to $1.82 billion at March 31, 2026 compared to December 31, 2025. The increase in the Company’s net loans consisted of increases in of $10.8 million in home equity and consumer loans, $6.7 million in residential mortgages, $4.1 million in commercial and industrial loans, and $1.4 million in construction loans, and, partially offset by a decrease of $20.0 million in commercial real estate loans.
The Company’s CRE loan portfolio, which includes multi-family, land, owner-occupied and non-owner-occupied CRE loans, was $1.32 billion or 72.6% of total loans of $1.82 billion at March 31, 2026. There were 721 loans in the Company’s CRE portfolio with an average and median loan size of $1.8 million and $0.6 million, respectively. Loan to Value (“LTV”) estimates are less than 70% for $1.21 billion or 92.5% of the CRE portfolio and less than 80% for $1.31 billion or 99.6% of the CRE portfolio.
The following table presents the commercial real estate portfolio by property type along with the weighted average loan to value for the periods presented (dollars in thousands):
Balance
% ofportfolio
WeightedAverageLTV
Commercial Real Estate
Multi Family
502,834
38.0
52.5
505,267
37.6
Owner Occupied
376,380
28.4
34.7
394,281
29.3
34.9
Land
27,514
2.1
70.7
Non Owner Occupied
Retail
107,350
8.1
41.7
9,829
0.7
50.9
Office Building
91,964
7.0
42.2
80,244
6.0
44.5
Industrial/Warehousing
75,927
6.2
43.9
44,198
3.3
41.4
Mixed Use
49,335
42.4
60,520
4.5
43.0
Restaurants
16,819
1.3
36.0
20,284
1.5
Healthcare
9,715
50.3
108,367
41.0
65,509
5.0
42.5
93,027
6.9
Total non owner occupied
416,619
31.5
416,469
31.0
Total Commercial Real Estate
100.0
The following table presents the geographic markets of the commercial real estate portfolio for the periods presented (dollars in thousands):
Geographical Market
New York
631,491
47.8
629,314
46.8
New Jersey
496,600
37.5
504,206
177,713
13.4
186,268
13.9
17,543
23,743
1.8
For the three months ended March 31, 2026, charge-offs were $14 thousand, and recoveries were $12 thousand. The coverage ratio of the allowance for credit losses to period end loans was 1.10% at March 31, 2026 and 1.12% at December 31, 2025.
At March 31, 2026, non-performing assets remained steady at $16.5 million, compared to $16.6 million at December 31, 2025. Non-performing assets as a percentage of total loans, net of deferred fees and costs, remained steady at 0.91% for March 31, 2026 compared to 0.91% at December 31, 2025.
Total deposits on March 31, 2026, decreased $33.5 million, or 1.70%, when compared to December 31, 2025. The decrease in the Company’s deposits consisted primarily of decreases in certificates of deposit of $53.2 million and interest-bearing demand deposits of $25.3 million, partially offset by increases in money market deposits of $26.5 million, non-interest-bearing demand deposits of $17.2 million, and savings deposits of $1.3 million. On balance sheet liquidity remains strong at March 31, 2025.
At March 31, 2026, the Company had approximately $613.3 million in uninsured deposits, consisting of $84.3 million in non-interest-bearing demand deposits, $220.1 million in interest-bearing demand deposits, $172.5 million in money market accounts, $24.5 million in savings deposits and $111.9 million in certificates of deposits.
Borrowings
28
Stockholders’ equity
Total stockholders’ equity at March 31, 2026 increased $2.9 million, or 1.07%, when compared to December 31, 2025. The increase was primarily due to an increase in retained earnings of $3.7 million (which consisted of $6.2 million in net income, partially offset by $2.5 million of cash dividends recorded during the period), partially offset by an increase in accumulated other comprehensive loss of $845 thousand due to increases in market interest rates. The ratio of equity to total assets at March 31, 2026 and December 31, 2025 was 12.1% and 11.9%, respectively.
Liquidity
Our liquidity, represented by cash and cash equivalents, is a product of our operating, investing and financing activities. Our primary sources of funds are deposits, principal repayments of securities and outstanding loans, and funds provided from operations. In addition, we invest excess funds in short-term interest-earnings assets such as overnight deposits or U.S. agency securities, which provide liquidity to meet lending requirements. While scheduled payments from the amortization of loans and securities and short-term investments are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and repayments on loans and mortgage-backed securities.
As a member of the FHLB we are eligible to borrow funds in an aggregate amount of up to 50% of the Company’s total assets, subject to its collateral requirements. The Company maintained a $100.0 million letter of credit with the FHLB supporting municipal deposits as of March 31, 2026. Based on available eligible securities and qualified real estate loan collateral, the Company had the ability to borrow an additional $539.0 million as of March 31, 2026.
As of March 31, 2026, the Bank was eligible to use the Federal Reserve discount window for borrowings, based on assets pledged as collateral as of the applicable date. As of March 31, 2026, the Company had no outstanding advances from the discount window.
The Company is also a shareholder of Atlantic Community Bancshares, Inc., the parent company of Atlantic Community Bankers Bank (“ACBB”). As of March 31, 2026, the Company had available borrowing capacity with ACBB of $10.0 million to provide short-term liquidity generally for a period of not more than fourteen days. No amounts were outstanding under our line of credit with ACBB at March 31, 2026.
We believe that our current sources of funds provide adequate liquidity for our current cash flow needs.
29
Capital Resources
Regulatory Capital Requirements. Because the Company qualifies as a “small bank holding company” under the Federal Reserve’s Small Bank Holding Company Policy Statement, it is exempt from the Federal Reserve’s risk-based capital and leverage rules. With respect to the Bank, Federally insured, state-chartered non-member banks such as the Bank are required to maintain minimum levels of regulatory capital. Current FDIC capital standards require these institutions to satisfy a common equity Tier 1 capital requirement and a Tier 1 capital requirement, a leverage capital requirement and a risk-based capital requirement.
In addition, in order to make capital distributions and pay discretionary bonuses to executive officers without restriction, an institution must also maintain additional common equity in excess of the minimum requirements. This excess is referred to as a capital conservation buffer. At March 31, 2026, the required capital conservation buffer is 2.50%.
Under the risk-based capital requirements, “total” capital (a combination of core and “supplementary” capital) must equal at least 8.0% of “risk-weighted” assets. The FDIC also is authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis. Management believes, as of March 31, 2026, that the Bank meets all capital adequacy requirements to which it is subject and is “well capitalized” under applicable regulations.
The Bank’s actual capital amounts and ratios and the regulatory requirements at March 31, 2026 and December 31, 2025 are presented below:
Actual
For capital conservationbuffer requirement
To be well capitalizedunder prompt correctiveaction provision
Ratio
March 31, 2026:
Total capital (to risk-weighted assets)
276,093
14.10
205,570
10.50
195,781
10.00
Tier 1 capital (to risk-weighted assets)
255,526
13.05
166,414
8.50
156,625
8.00
Common equity tier 1 capital (to risk-weighted assets)
137,046
7.00
127,257
6.50
Tier 1 leverage capital (to average assets)
11.36
146,152
112,425
5.00
December 31, 2025:
271,337
13.99
203,588
193,894
251,012
12.95
164,810
155,115
Common equity tier 1 capital (to risk- weighted assets)
135,726
126,031
11.13
146,646
112,805
30
Comparison of Operating Results for the three months ended March 31, 2026 and 2025
The Company reported net income of $6.2 million, or $0.91 per diluted common share, for the first quarter of 2026, compared to a net income of $5.4 million, or $0.77 per diluted common share, for the first quarter of 2025. The increase in net income for the first quarter of 2026 when compared to the first quarter of 2025 was primarily due to an increase in non-interest income of $261 thousand, an increase in net-interest income of $101 thousand, a decrease in non-interest expense of $377 thousand, and a decrease in the provision for credit losses of $424 thousand, partially offset by an increase of $312 thousand in income tax expense.
Interest income
Interest income decreased $2.2 million for the three months ended March 31, 2026, compared to the same period in 2025. Interest income on loans decreased $1.6 million due to a decrease in the average balance of loans of $51.2 million, and a decrease of 17 basis points on the yield on loans. Interest on taxable available-for-sale securities decreased $1.1 million due to a 55 basis point decrease in yield and a $71.3 million decrease in the average balance of taxable available-for-sale securities. Other interest and dividend income increased $441 thousand due to an increase in average balances of $61.8 million, partially offset by a decrease in the yield of 73 basis points.
Interest expense
Interest expense decreased $2.3 million to $12.2 million for the three months ended March 31, 2026, compared to the same period in 2025. Interest expense decreased primarily due to a decrease in the average balance of interest-bearing deposits of $69.5 million and a decrease of 42 basis points in the rate paid on interest-bearing deposits over the same prior year period.
Provision for credit losses
The Company recorded a reversal of credit losses of $156 thousand during the first quarter of 2026, which consisted of a $290 thousand decrease recorded to the allowance of credit losses on loans, offset by an increase to the provision for credit losses of $134 thousand related to unfunded commitments, which are recorded in other liabilities on the Company’s statements of financial condition. There were charge-offs of $14 thousand recorded, and recoveries were $12 thousand, for the three months ended March 31, 2026.
Non-interest income
Total non-interest income was $2.5 million for the three months ended March 31, 2026, an increase of $261 thousand or 11.9% when compared to the same prior year period. The increase over the prior year’s first quarter was primarily due to increases in other non-interest income of $303 thousand, an increase in fees and service charges of $69 thousand, and an increase in income from bank-owned life insurance of $36 thousand, partially offset by a decrease in loan fees of $147 thousand. The increase in other non-interest income for the first quarter was related to a net gain on an equity investment in the amount of $232 thousand.
Non-interest expense
Total non-interest expense was $13.4 million for the three months ended March 31, 2026, a decrease of $377 thousand or 2.7% when compared to the same prior year period. This decrease was primarily related to a decrease in salaries and employee benefits expense of $147 thousand, and a decrease in federal deposit insurance expense of $233 thousand.
Provision for income taxes
For the three months ended March 31, 2026, the Company recorded an income tax expense of $1.8 million, resulting in an effective tax rate of 22.6%, compared to an income tax expense of $1.5 million resulting in an effective tax rate of 21.9% for the three months ended March 31, 2025.
Average Balances, Net Interest Income, and Yields Earned and Rates Paid
The following table shows for the three-month period indicated the total dollar amount of interest earned from average interest earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities and the resulting costs, expressed both in dollars and rates. Average loan receivables balances include non-accrual loans. Average yields have been annualized. Tax-exempt incomes and yields have not been adjusted to a tax-equivalent basis.
Change 2026 vs 2025
AverageBalances
Income/Expense
YieldRates
Interest-earning assets:
Loans receivable
1,800,201
6.32
1,851,439
6.49
(51,238
(0.17
)%
Securities
Taxable available-for-sale
132,740
4.58
203,992
5.13
(71,252
(0.55
Tax exempt available-for-sale
40,054
2.73
39,978
2.84
76
(0.11
Held-to-maturity
5.33
160
(8
(0.00
Federal funds sold
68,415
628
3.72
53,314
4.41
15,101
(0.69
Other interest earning-assets
62,700
582
3.84
16,028
189
4.78
46,672
(0.94
Total interest-earning assets
2,104,262
5.99
2,164,911
6.24
(60,649
(0.25
Other non-earnings assets
164,573
170,945
(6,372
Total assets
2,268,835
2,335,856
(67,021
Interest-bearing liabilities
Demand
329,872
1,652
2.03
325,278
1,556
1.94
4,594
0.09
168,820
885
2.13
171,404
948
2.24
(2,584
(0.12
Money markets
470,343
3,398
2.94
476,338
3,640
3.10
(5,995
(0.16
Certificates of deposit
700,384
6,278
3.63
765,942
8,394
4.45
(65,558
(0.82
Total deposit
1,669,419
2.97
1,738,962
3.39
(69,543
(0.42
N/A
Total interest-bearing liabilities
Non-interest-bearing deposits
288,984
287,506
1,478
38,114
45,354
(7,240
Total liabilities
1,996,517
2,071,822
(75,305
272,318
264,034
8,284
Total liabilities and stockholder’s equity
Net interest-earnings assets
434,843
425,949
8,894
Net interest income; interest rate spread
2.85
101
0.79
Net interest margin
3.67
3.51
0.16
32
Rate/Volume Analysis
The following table reflects the changes in our interest income and interest expense segregated into amounts attributable to changes in volume and in yields on interest-earning assets and interest-bearing liabilities during the periods indicated.
Three Months Ended March 31,2026 vs. 2025Increase (Decrease) Due to
Rate
Volume
Net
Interest and dividend income:
(756
(802
(1,558
Securities available-for-sale
(259
(838
(1,097
(11
(10
(60
108
48
(28
421
393
Total interest and dividend income
(1,114
(1,110
(2,224
74
96
(49
(195
(47
(242
(1,444
(672
(2,116
Total interest expense
(1,614
(711
(2,325
Change in net interest income
33
How We Manage Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from interest rate risk which is inherent in our lending, investment and deposit gathering activities. To that end, management actively monitors and manages interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio and our investment security portfolio. We attempt to manage credit risk through our loan underwriting and oversight policies.
The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to improve our net interest spread. We monitor interest rate risk as such risk relates to our operating strategies. We have established an Asset/Liability Committee which is comprised of both Management and members of the Board of Directors. The Asset/Liability Committee meets on a regular basis and is responsible for reviewing our asset/liability policies and interest rate risk position. Both the extent and direction of shifts in interest rates are uncertainties that could have a negative impact on future earnings.
Gap Analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring the Company’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a period of rising interest rates, a negative gap would tend to affect adversely net interest income while a positive gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to affect adversely net interest income.
34
The table below sets forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding at March 31, 2026, which we expect, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”). Except as stated below, the amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at March 31, 2026, based on contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and anticipated prepayments of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans.
3 Months orLess
More than 3Months to 1Year
More than 1Year to 3 Years
More than 3Years to 5Years
More than 5Years
Non-RateSensitive
TotalAmount
Interest-earning assets: (1)
19,634
21,053
31,551
29,183
63,287
164,708
335,394
263,702
623,684
411,514
142,279
22,527
Other interest-earnings assets (2)
105,171
460,199
284,755
655,235
440,697
205,566
2,068,979
Interest-bearing liabilities:
Checking and savings accounts
477,235
Money market accounts
Certificate accounts
313,588
328,690
25,976
3,226
671,480
1,281,534
Interest-earning assets less interest-bearing liabilities
(821,335
(43,935
629,259
437,471
429,553
Cumulative interest-rate sensitivity gap (3)
(865,270
(236,011
201,460
407,026
Cumulative interest-rate gap as a percentage of total assets at
(36.44
(38.39
(10.47
8.94
18.06
Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities at March 31, 2026
35.91
46.26
85.58
112.29
124.83
Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate loans, have features which restrict changes in interest rates both on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Finally, the ability of many borrowers to service their adjustable-rate loans may decrease in the event of an interest rate increase.
35
Net Portfolio Value Analysis. Our interest rate sensitivity is also monitored by management through the use of a model which generates estimates of the changes in our net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The following table sets forth our NPV as of March 31, 2026, and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.
Change in Interest Rates
Net Portfolio Value
NPV as % of PortfolioValue of Assets
In Basis Points (Rate Shock)
Amounts
$ Change
% Change
EVE/EVA1
Change
380,607
(41,107
(9.75
17.78
(0.74
200
400,246
(21,468
(5.09
18.33
(0.19
100
413,807
(7,907
(1.87
18.57
0.05
Static
421,714
18.52
(100)
421,667
(0.01
18.11
(0.41
(200)
413,136
(8,578
(2.03
17.35
(1.17
(300)
407,403
(14,311
(3.39
16.65
As is the case with the Gap Table above, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV require the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV model provides an indication of interest rate risk exposure at a particular point in time, such model is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
A smaller reporting company, such as the Company, is not required to provide the information by this Item. Certain market risk disclosure is set forth in Item 2 above under “How We Manage Market Risk.”
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Management, with the participation of the Company’s Chief Executive Officer and its Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule l3a-l5 (e) promulgated under the Exchange Act) as of March 31, 2026. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of March 31, 2026 to ensure that the information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in FDIC rules and forms.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting identified during the quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II–OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth under the Part I, Item 1.A. Risk Factors as set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
Item 6. Exhibits
ExhibitNumber
31.1
Rule 13a-14(a) Certification on the Principal Executive Officer
31.2
Rule 13a-14(a) Certification on the Principal Financial Officer
Section 1350 Certifications
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because 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 (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Princeton Bancorp, Inc.
Date: May 8, 2026
By:
/s/ Edward Dietzler
Edward Dietzler
Chief Executive Officer and President
(Principal Executive Officer)
/s/ George Rapp
George Rapp
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
39