Princeton Bancorp (BPRN) CEO withholds shares to pay taxes on vested RSUs

Rhea-AI Filing Summary

Princeton Bancorp, Inc. Chief Executive Officer and director Edward J. Dietzler reported routine share withholdings to cover taxes on recently vested stock awards. On February 9, 2026, the company withheld 667, 746, and 954 shares of common stock at prices around $37 per share to satisfy his tax liabilities tied to restricted stock units that vested on January 25, 24, and 22, 2026, respectively. Following these tax-related transactions, he directly held 61,661 Princeton Bancorp common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dietzler Edward J

(Last) (First) (Middle)

183 BAYARD LANE

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Princeton Bancorp, Inc. [ BPRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		F		667(1)	D	$37.08	63,361	D
Common Stock	02/09/2026		F		746(2)	D	$37.08	62,615	D
Common Stock	02/09/2026		F		954(3)	D	$37.09	61,661	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the payment of the reporting person's tax liability by withholding shares incident to the vesting of the restricted stock units that vested on January 25, 2026.

2. Represents the payment of the reporting person's tax liability by withholding shares incident to the vesting of the restricted stock units that vested on January 24, 2026.

3. Represents the payment of the reporting person's tax liability by withholding shares incident to the vesting of the restricted stock units that vested on January 22, 2026.

	Edward J. Dietzler, by Edward Hogan as attorney-in-fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Princeton Bancorp (BPRN) report for its CEO?

Princeton Bancorp CEO Edward J. Dietzler reported tax-related share withholdings on February 9, 2026. The company withheld blocks of shares from vested restricted stock units to satisfy his tax obligations, leaving him with a direct ownership position of 61,661 common shares afterward.

Were the Princeton Bancorp (BPRN) insider transactions open-market sales?

No, the transactions were not open-market sales. They reflect shares withheld by Princeton Bancorp to pay CEO Edward J. Dietzler’s tax liabilities upon vesting of restricted stock units on January 22, 24, and 25, 2026, rather than discretionary sales into the market.

How many Princeton Bancorp (BPRN) shares were withheld for the CEO’s taxes?

Princeton Bancorp withheld several blocks of common stock from CEO Edward J. Dietzler, including transactions of 667, 746, and 954 shares. Each transaction corresponds to tax withholding tied to separate restricted stock unit vesting dates disclosed in the Form 4 footnotes.

What price levels were used for Princeton Bancorp (BPRN) tax-withheld shares?

The tax-withheld Princeton Bancorp shares were priced around the high-$30 range. The Form 4 shows transactions at $37.08 and $37.09 per share, which were used as the reference prices for calculating the number of shares withheld for CEO Edward J. Dietzler’s tax obligations.

How many Princeton Bancorp (BPRN) shares does the CEO own after these transactions?

After the February 9, 2026 tax-withholding transactions, CEO Edward J. Dietzler directly owned 61,661 shares of Princeton Bancorp common stock. This figure, reported in the Form 4, reflects his remaining direct holdings following the share withholdings for vested restricted stock unit tax liabilities.

What role does Edward J. Dietzler hold at Princeton Bancorp (BPRN)?

Edward J. Dietzler serves as both Chief Executive Officer and a director of Princeton Bancorp, Inc. His dual role as an executive officer and board member is noted in the Form 4 filing detailing the tax-related share withholding transactions involving his restricted stock unit vestings.