Princeton Bancorp (BPRN) CIO uses share withholding to cover RSU taxes

Rhea-AI Filing Summary

Princeton Bancorp, Inc. Chief Information Officer Matthew T. Clark reported three share-withholding transactions on February 9, 2026. These were coded "F," meaning shares were withheld to cover taxes on previously granted restricted stock units as they vested.

The company withheld 172, 188, and 207 shares of common stock at prices of $37.08, $37.08, and $37.09, respectively. After these transactions, the reported beneficially owned common shares were 1,752, 1,564, and 1,357 on the corresponding lines, all held directly.

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^*

Clark Matthew T.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Information 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		172(1)	D	$37.08	1,752	D
Common Stock	02/09/2026		F		188(2)	D	$37.08	1,564	D
Common Stock	02/09/2026		F		207(3)	D	$37.09	1,357	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.

	Matthew T. Clark, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Princeton Bancorp (BPRN) report for its CIO?

Princeton Bancorp’s CIO, Matthew T. Clark, reported share withholding transactions to cover taxes. On February 9, 2026, the company withheld blocks of common stock tied to vested restricted stock units, rather than open-market sales, as disclosed in the Form 4 footnotes.

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

The filing shows three tax-withholding transactions of 172, 188, and 207 common shares. These amounts relate to restricted stock units vesting on January 25, January 24, and January 22, 2026, respectively, with shares withheld instead of cash to satisfy tax obligations.

At what prices were Princeton Bancorp (BPRN) shares withheld in the CIO’s Form 4?

The reported prices for the tax-withheld shares were $37.08, $37.08, and $37.09 per share. Each figure corresponds to a separate Form 4 line on February 9, 2026, documenting the withholding of common stock used to pay associated tax liabilities.

Were the Princeton Bancorp (BPRN) CIO’s reported shares held directly or indirectly?

The Form 4 lists all reported common stock holdings as directly owned. Each line in Table I shows ownership form coded as “D” for direct ownership, with no nature of indirect beneficial ownership noted for these particular transactions or resulting positions.

Why were Princeton Bancorp (BPRN) shares withheld from the CIO according to the Form 4 footnotes?

The footnotes state the shares were withheld to pay the reporting person’s tax liability. This occurred incident to vesting of restricted stock units on January 25, January 24, and January 22, 2026, rather than representing discretionary open-market sales.

What does transaction code “F” mean in the Princeton Bancorp (BPRN) CIO Form 4?

Code “F” indicates shares were withheld to pay taxes on equity awards. In this Form 4, three code “F” entries show common stock withheld when restricted stock units vested, documenting tax-settlement events rather than typical buy or sell transactions.