BPRN Princeton Bancorp Inc

On May 19, 2023, Princeton Bancorp, Inc., a Pennsylvania corporation (the “Registrant”), issued a press release announcing the completion of the Noah Transactions (as defined below). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

On May 19, 2023, The Bank of Princeton (“TBOP”), a New Jersey chartered bank and wholly owned subsidiary of the Registrant, completed its previously announced acquisition of Noah Bank, a Pennsylvania chartered bank (“Noah”), pursuant to that certain Agreement and Plan of Merger, dated October 19, 2022 (the “Merger Agreement”), by and between TBOP and Noah. As of March 31, 2023, Noah had approximately $241.6 million in assets, $193.1 million in deposits and $35.3 million of shareholders’ equity. In accordance with the terms of the Merger Agreement, effective as of May 19, 2023, (a) TBOP Acquisition Company, a Pennsylvania corporation and wholly owned subsidiary of TBOP, merged with and into Noah (the “Initial Merger”), with Noah as the surviving bank in the Initial Merger as a wholly owned subsidiary of TBOP, and (b) immediately following the completion of the Initial Merger, Noah merged with and into TBOP, with TBOP as the surviving bank (the “Bank Merger” and, together with the Initial Merger, the “Noah Transactions”). At the effective time of the Initial Merger, the former Noah shareholders became entitled to receive $6.00 in cash, for each outstanding share of Noah common stock.

The foregoing description of the Merger Agreement and the Noah Transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.