Form 4: Princeton Bancorp Director Acquires Phantom Stock

Princeton Bancorp Director Richard J. Gillespie acquired 514 shares of phantom stock under the company's deferred compensation plan, increasing his beneficial ownership.

Summary

• Richard J. Gillespie, a Director of Princeton Bancorp, Inc. (BPRN), acquired 514 shares of phantom stock.
• The transaction occurred on December 23, 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 election of the reporting person, upon termination of service as a director.
• Following this transaction, Mr. Gillespie beneficially owns 10,311 shares of derivative securities (phantom stock).
• The price of the derivative security (phantom stock) was $35.8 per share.

Sentiment

Score: 6

Explanation: The acquisition of phantom stock by a director, particularly through a deferred compensation plan, is generally viewed as a neutral to slightly positive event. It indicates continued alignment of interests between the director and the company's long-term performance, without implying any immediate operational or financial changes.

Positives

• Director Richard J. Gillespie increased his beneficial ownership in Princeton Bancorp, Inc. by acquiring 514 shares of phantom stock.
• The acquisition through a deferred compensation plan aligns the director's long-term interests with those of shareholders.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports an insider transaction.

Industry Context

Insider transactions, such as the acquisition of phantom stock by a director, are common in the financial industry. These transactions often reflect compensation arrangements designed to align the interests of management and directors with those of shareholders, particularly through long-term incentive plans like deferred compensation. This specific transaction is a routine compensation event for a non-employee director.

Comparison to Industry Standards

• The use of phantom stock as a component of non-employee director compensation is a common practice across various industries, including the banking sector, to provide equity-like incentives without issuing actual shares immediately.
• Deferred compensation plans for directors are standard mechanisms to encourage long-term commitment and align interests, similar to practices seen at peer institutions like Provident Financial Services (PFS) or Lakeland Bancorp (LBAI), which also utilize equity-based compensation for their boards.
• The reported price of $35.8 for the phantom stock is consistent with the market value of BPRN common stock, as phantom stock is typically valued at the underlying common stock's price.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor positive impact due to increased director alignment with long-term company performance.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Keywords

Princeton Bancorp, BPRN, Richard J. Gillespie, Director, Phantom Stock, Insider Transaction, Deferred Compensation, Beneficial Ownership, SEC Form 4