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Princeton Bancorp (BPRN) director updates deferred phantom stock holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Princeton Bancorp, Inc. director Richard J. Gillespie reported three discretionary phantom stock transactions under the company’s Non-Employee Directors Deferred Compensation Plan. On these dates, he adjusted his phantom stock position, which is economically equivalent to common stock, rather than making open-market share purchases or sales.

Each phantom stock unit tracks one share of BPRN common stock and becomes payable in cash or common stock, at his election, when his board service ends. After the most recent transaction, he held 11,375 phantom stock units directly under this plan.

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Insider Gillespie Richard J.
Role null
Type Security Shares Price Value
I Phantom stock 663 $37.70 $25K
I Phantom stock 46 $37.65 $2K
I Phantom stock 355 $37.29 $13K
Holdings After Transaction: Phantom stock — 11,375 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Phantom stock transaction 663 units at $37.70 Discretionary transaction on 2026-06-16
Phantom stock transaction 46 units at $37.65 Discretionary transaction on 2026-06-15
Phantom stock transaction 355 units at $37.29 Discretionary transaction on 2026-06-12
Holdings after latest transaction 11,375 phantom stock units Balance following 2026-06-16 entry
Holdings after 2026-06-15 transaction 10,712 phantom stock units Balance following 2026-06-15 entry
Holdings after 2026-06-12 transaction 10,666 phantom stock units Balance following 2026-06-12 entry
Phantom stock financial
"Each share of phantom stock is the economic equivalent of one share of BPRN common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Non-Employee Directors Deferred Compensation Plan financial
"Acquired under the issuer's Non-Employee Directors Deferred Compensation Plan."
Rule 16b-3(f) regulatory
"transaction_code_description: Discretionary transaction under Rule 16b-3(f)"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Gillespie Richard J.
(Last)(First)(Middle)
183 BAYARD LANE
(Street)
PRINCETON NEW JERSEY 08540
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Princeton Bancorp, Inc. [ BPRN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom stock$006/12/2026I355 (1) (1)Common Stock355$37.2910,666D
Phantom stock$006/15/2026I46 (1) (1)Common Stock46$37.6510,712D
Phantom stock$006/16/2026I663 (1) (1)Common Stock663$37.711,375D
Explanation of Responses:
1. Acquired under the issuer's Non-Employee Directors Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of BPRN common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service as a director.
Richard J. Gillespie, by Edward Hogan as attorney-in-fact06/24/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Princeton Bancorp (BPRN) disclose for Richard J. Gillespie?

Princeton Bancorp disclosed that director Richard J. Gillespie made three discretionary transactions in phantom stock. These entries relate to his deferred compensation, not open-market buying or selling of common shares, and adjust his economic exposure under the company’s Non-Employee Directors Deferred Compensation Plan.

What is phantom stock in the Princeton Bancorp (BPRN) Form 4 filing?

In this filing, phantom stock represents units that are economically equivalent to one share of BPRN common stock. They are awarded under the Non-Employee Directors Deferred Compensation Plan and will be settled in cash or common stock when the director’s board service ends.

How many phantom stock units does the BPRN director hold after these transactions?

After the latest reported transaction, director Richard J. Gillespie holds 11,375 phantom stock units. These units mirror the value of BPRN common stock and will be paid out in cash or shares upon his termination of service as a director, based on his election.

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

No, the reported transactions were discretionary phantom stock movements under Rule 16b-3(f), not open-market trades. They occurred within the Non-Employee Directors Deferred Compensation Plan and adjust deferred compensation rather than reflecting direct buying or selling of BPRN common shares.

When will the phantom stock reported by BPRN’s director be paid out?

The phantom stock units become payable when the director’s service ends. At that time, they will be settled in cash or BPRN common stock, at the director’s election, providing deferred compensation tied to the company’s share value over his term.