Form 4: Princeton Bancorp Director Acquires Phantom Stock

Princeton Bancorp Director Martin Tuchman acquired 514 phantom stock units through the company's deferred compensation plan.

Summary

• Martin Tuchman, a Director and 10% Owner of Princeton Bancorp, Inc. (BPRN), acquired 514 shares of phantom stock.
• The transaction occurred on December 23, 2025, and was reported on December 29, 2025.
• The phantom stock was 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 phantom stock becomes payable, in cash or common stock at the reporting person's election, upon termination of service as a director.
• Following this transaction, Martin Tuchman beneficially owns 10,311 shares of derivative securities (phantom stock) directly.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock by a director, while routine for compensation, generally indicates continued insider confidence in the company's long-term prospects, contributing to a slightly positive sentiment.

Positives

• A director acquiring additional equity, even in the form of phantom stock, can signal confidence in the company's future prospects.
• The deferred compensation plan aligns the interests of non-employee directors with those of shareholders.

Future Outlook

The acquired phantom stock units will become payable, in cash or common stock, at the election of the reporting person, upon Martin Tuchman's termination of service as a director.

Management Comments

• 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.

Industry Context

The acquisition of phantom stock through a deferred compensation plan is a common practice for non-employee directors in the financial services industry, aiming to align their long-term interests with shareholder value.

Comparison to Industry Standards

• Many publicly traded companies, particularly in the banking sector, utilize deferred compensation plans for non-employee directors, often involving equity-linked instruments like phantom stock or restricted stock units.
• This practice is consistent with corporate governance best practices that seek to incentivize long-term commitment and performance from board members, similar to plans seen at regional banks like Lakeland Bancorp or Provident Financial Services.

Corporate Governance

Related Party Transactions

• Acquisition of 514 phantom stock units by Director Martin Tuchman from Princeton Bancorp, Inc. under the Non-Employee Directors Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: May view the director's acquisition as a positive signal of confidence in the company's future.
• Directors: The deferred compensation plan provides a mechanism for long-term equity alignment and compensation.

Next Steps

• The phantom stock units will be held until Martin Tuchman's termination of service as a director, at which point they will become payable.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock by a director as part of a compensation plan. While it indicates insider confidence, it does not present new fundamental information or a significant change in the company's financial or operational outlook to warrant a change in investment recommendation. Investors should consider this a standard disclosure.

Keywords

Princeton Bancorp, BPRN, Insider Transaction, Form 4, Phantom Stock, Director Compensation, Deferred Compensation, Equity Acquisition