BPRN amends Deferred Compensation Plan for executives, directors

Rhea-AI Filing Summary

Princeton Bancorp, Inc., through its subsidiary The Bank of Princeton, has approved an amended and restated Deferred Compensation Plan effective January 1, 2026. The plan allows the Bank’s Chief Executive Officer and Chief Operating Officer to defer part of their annual cash pay into phantom investments, including a stock fund tied to Company common stock, and continues to let non-employee directors defer cash compensation.

The executives may also receive discretionary employer restoration contributions and other discretionary employer contributions, if approved by the Compensation/HR Committee of the Bank and the Company. Participants are always fully vested in their own deferrals, while any employer contributions can include vesting or performance conditions. Participation is voluntary, elections are made each year in advance, and deferred amounts can be paid in a lump sum or in annual installments over two to five years, beginning at least two years after deferral.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

November 19, 2025

Date of Report (Date of earliest event reported)

PRINCETON BANCORP, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania		001-41589		88-4268702
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. 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

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered or to be registered pursuant to Section 12(b) of the Act

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value		BPRN		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 19, 2025, the Board of Directors of The Bank of Princeton (the “Bank”), the wholly owned subsidiary of Princeton Bancorp, Inc. (the “Company”), approved an amendment and restatement of The Bank of Princeton Deferred Compensation Plan (formerly known as the Non-Employee Directors Deferred Compensation Plan) effective January 1, 2026 (as amended and restated, the “Deferred Compensation Plan”). Under the Deferred Compensation Plan, the Chief Executive Officer and Chief Operating Officer of the Bank may elect to defer receipt of a portion of their annual cash compensation and invest the deferrals in phantom investments, which include Company common stock, through a stock fund. The Deferred Compensation Plan continues to permit non-employee directors to defer a portion of their cash compensation into the plan. In addition to providing the Chief Executive Officer and Chief Operating Officer with an opportunity to defer cash compensation, these executives are also eligible for “Discretionary Employer Restoration Contributions” (discretionary employer contributions that restore benefits or contributions that are cutback due to compensation limits imposed by the Internal Revenue Code) and “Other Discretionary Employer Contributions” (employer contributions that may include vesting or other conditions), subject to the approval of the Compensation/HR Committee of the Boards of Directors of the Bank and the Company. Participants are always 100% vested in their deferrals under the Deferred Compensation Plan. The Committee may attach vesting and/or performance conditions to any discretionary employer contributions.

Participation in the Plan is voluntary, and deferral elections do not carry over from one year to the next; rather, participants must make deferral elections annually in the year prior to the year in which the cash compensation is earned. Participants may choose to have their deferred compensation paid in a lump sum or in annual installments (over two to five years). Payment of such deferred compensation shall be made or begin in the calendar year designated by the participant; however, it must be at least two years from the date of deferral.

A copy of the Deferred Compensation Plan is attached as Exhibit 10.1 hereto and is incorporated herein by reference. The preceding discussion of the Deferred Compensation Plan is qualified by reference to such Exhibit.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1 The Bank of Princeton Deferred Compensation Plan, as amended and restated

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 hereunto duly authorized.

				PRINCETON BANCORP. INC.
Dated: November 25, 2025
				By:		/s/ George S. Rapp
						George S. Rapp
						Executive Vice President and Chief Financial Officer

FAQ

What did Princeton Bancorp (BPRN) change in its deferred compensation plan?

The Bank of Princeton, a subsidiary of Princeton Bancorp (BPRN), approved an amended and restated Deferred Compensation Plan effective January 1, 2026. The revision formalizes how certain executives and non-employee directors can defer cash compensation and clarifies available employer contributions.

Who can participate in Princeton Bancorp’s updated Deferred Compensation Plan?

Under the updated plan, the Bank’s Chief Executive Officer, Chief Operating Officer, and non-employee directors may participate. The CEO and COO can defer a portion of their annual cash compensation into phantom investments, and non-employee directors can continue deferring their cash compensation into the plan.

How are deferred amounts invested under the BPRN Deferred Compensation Plan?

Participants can invest deferred amounts in phantom investments, which include a stock fund tied to Princeton Bancorp common stock. These are bookkeeping entries that mirror the performance of selected investments rather than actual share ownership.

What discretionary employer contributions are available to BPRN executives in the plan?

The CEO and COO may receive Discretionary Employer Restoration Contributions, which restore benefits reduced by Internal Revenue Code compensation limits, and Other Discretionary Employer Contributions. Both types require approval by the Compensation/HR Committee of the Bank and the Company and may include vesting or other conditions.

When and how can participants receive deferred compensation under the BPRN plan?

Participants elect in advance whether deferred compensation will be paid as a lump sum or in annual installments over two to five years. Payments are made, or begin, in the calendar year the participant designates, but this must be at least two years after the date of deferral.

Are participants vested in their benefits under Princeton Bancorp’s Deferred Compensation Plan?

Participants are always 100% vested in their own deferred amounts. The Compensation/HR Committee may attach vesting and/or performance conditions to any discretionary employer contributions, meaning those contributions may vest over time or based on specified performance criteria.

Is participation in the BPRN Deferred Compensation Plan automatic for eligible executives and directors?

No. Participation is voluntary, and deferral elections do not carry over from year to year. Eligible participants must make new annual deferral elections in the year prior to when the cash compensation is earned.