Princeton Bancorp (BPRN) CFO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Princeton Bancorp, Inc. Chief Financial Officer George S. Rapp reported three small share withholdings of Princeton Bancorp common stock on February 9, 2026. These involved 172, 210, and 205 shares at prices of $37.08 and $37.09 per share.

The transactions, coded "F," reflect shares withheld to satisfy Rapp’s tax liabilities tied to restricted stock units that vested on January 22, 2026, January 24, 2026, and January 25, 2026. Following these withholdings, he directly beneficially owns 6,420 shares of Princeton Bancorp common stock.

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^*

Rapp George S.

(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 Financial 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	6,835	D
Common Stock	02/09/2026		F		210(2)	D	$37.08	6,625	D
Common Stock	02/09/2026		F		205(3)	D	$37.09	6,420	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.

	George S. Rapp, 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 transaction did Princeton Bancorp (BPRN) disclose for its CFO?

Princeton Bancorp reported that CFO George S. Rapp had shares withheld to cover taxes on vested restricted stock units. On February 9, 2026, three "F" code transactions reduced his holdings but were purely for tax withholding, not open-market buying or selling.

How many Princeton Bancorp shares were withheld for the CFO’s taxes?

The Form 4 shows three tax-withholding events involving 172, 210, and 205 Princeton Bancorp common shares. Each event relates to restricted stock units that vested on January 22, 24, and 25, 2026, and reflects shares withheld rather than cash tax payments.

At what prices were Princeton Bancorp (BPRN) shares valued for these tax withholdings?

The tax-related withholdings used share values of $37.08 and $37.09 per Princeton Bancorp common share. Two transactions were priced at $37.08, while one used $37.09, as disclosed in the Form 4 transaction price per share column.

How many Princeton Bancorp shares does the CFO own after these transactions?

After the February 9, 2026 tax-withholding transactions, CFO George S. Rapp directly beneficially owns 6,420 Princeton Bancorp common shares. This figure is reported in the Form 4 as the amount of securities beneficially owned following the last reported transaction.

Were these Princeton Bancorp CFO transactions open-market sales?

No, the transactions are coded "F," meaning they are tax-withholding events related to equity vesting, not open-market trades. Shares were withheld to satisfy income tax obligations arising from restricted stock units that vested on three dates in January 2026.

What equity awards triggered the Princeton Bancorp CFO’s share withholdings?

The share withholdings stem from restricted stock units granted to the CFO that vested on January 22, 24, and 25, 2026. When these units vested, Princeton Bancorp withheld some shares to pay the associated tax liabilities on his behalf.