PARKE BANCORP, INC. 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report. No changes were made to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting To The Shareholders Of Parke Bancorp, Inc. The management of Parke Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. As of December 31, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission (“2013 framework”). Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2024, based on those criteria. 73 S.R. Snodgrass, P.C. Cranberry Township, Pennsylvania, (U.S. PCAOB Auditor Firm I.D.: 74), the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2024. The report, which expresses an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024, is included in this Item under the heading “Attestation Report of Independent Registered Public Accounting Firm.” March 12, 2025 /s/ Vito S. Pantilione /s/ Jonathan D. Hill Vito S. Pantilione Jonathan D. Hill President and Chief Executive Officer Senior Vice President and Chief Financial Officer REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Parke Bancorp, Inc. Opinion on Internal Control over Financial Reporting We have audited Parke Bancorp, Inc. and subsidiaries (the “Company”)’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023; and the related consolidated statements of income, comprehensive income, equity, and cash flows for the years then ended, of the Company; and our report dated March 12, 2025, expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Report On Management’s Assessment Of Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent, with respect to the Company, in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and 74 dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. /s/ S.R. Snodgrass, P.C. Cranberry Township, Pennsylvania March 12, 2025 Item 9B. Other Information. Rule 10b5-1 Trading Plans During the fiscal quarter ended December 31, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. The information contained under the headings “Proposal I - Election of Directors,” and “Corporate Governance” in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated herein by reference. The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. A copy of the Code of Ethics will be furnished without charge upon written request to the Chief Financial Officer, Parke Bancorp, Inc., 601 Delsea Drive, Washington Township, New Jersey, 08080. There have been no material changes to the procedures by which security holders may recommend nominees to the Registrant’s Board of Directors since the date of the Registrant’s last proxy statement mailed to its stockholders. Item 11. Executive Compensation. The information contained in the sections captioned “Executive Compensation,” and “Director Compensation,” in the Proxy Statement is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. (a) Security Ownership of Certain Beneficial Owners The information contained in the section captioned “Principal Holders of our Common Stock” in the Proxy Statement is incorporated herein by reference. 75 (b) Security Ownership of Management The information contained in the sections captioned “Principal Holders of our Common Stock” and “Proposal I – Election of Directors” in the Proxy Statement is incorporated herein by reference. (c) Management of the Registrant knows of no arrangements, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant. (d) Securities Authorized for Issuance Under Equity Compensation Plans Set forth below is information as of December 31, 2024, with respect to compensation plans under which equity securities of the Registrant are authorized for issuance. Equity compensation plans approved by security holders ( a ) Number of Securities to be issued upon exercise of outstanding options ( b ) Weighted-average exercise price of outstanding options ( c ) Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) 2020 Equity Incentive Plan 411,196 $16.50 575,598 2015 Equity incentive plan 202,630 $15.98 — Equity compensation plans not approved by security holders None Total 613,826 $16.33 575,598 Item 13. Certain Relationships and Related Transactions, and Director Independence. The information contained in the sections captioned “Related Party Transactions” and “Corporate Governance” in the Proxy Statement is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. The information contained in the section captioned “Independent Auditors” in the Proxy Statement is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules (a) Listed below are all financial statements, schedules and exhibits filed as part of this Form 10-K: 1 The consolidated balance sheets of Parke Bancorp, Inc. and subsidiary as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2024, together with the related notes and the independent registered public accounting firm reports of S.R. Snodgrass, P.C., independent registered public accounting firm (PCAOB ID: 74 ). 2 Schedules omitted as they are not applicable. 3 The following exhibits are included in this Report or incorporated herein by reference: 3.1 Certificate of Incorporation of Parke Bancorp, Inc. (1) 3.2 Bylaws of Parke Bancorp, Inc. (7) 76 3.3 Certificate of Amendment setting forth the terms of the Registrant’s 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B (2) 4.1 Specimen stock certificate of Parke Bancorp, Inc. (1) 4.2 Description of Capital Stock of Parke Bancorp, Inc. (7) 10.1 Amended Employment Agreement Between Bancorp, Bank and Vito S. Pantilione (3) 10.2 Supplemental Executive Retirement Plan (1) 10.7 2015 Equity Incentive Plan (4) 10.9 Management Change in Control Severance Agreement with Nicholas J. Pantilione 10.12 Management Change in Control Severance Agreement dated March 19, 2024 by and between Parke Bancorp, Inc. and Jonathan D. Hill (8) 10.13 Management Change in Control Severance Agreement with Ralph Gallo (3) 10.14 2020 Equity Incentive Plan (6) 19 Stock Trading Policy 21 Subsidiaries of the Registrant 23.1 Consent of S.R. Snodgrass, P.C. 31.1 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Incentive Based Compensation Recovery Policy 99.1 Consent Order with the Federal Deposit Insurance Corporation dated October 8, 2020 (6) 99.2 Consent Order with the New Jersey Department of Banking and Insurance (6) 101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholder’s Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. 101.INS Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded with the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) (1) Incorporated by Reference to the Company’s Registration Statement on Form S-4 filed with the SEC on January 31, 2005 (File No. 333-122406). (2) Incorporated by Reference to Company’s Current Report on Form 8-K filed with the SEC on December 24, 2013 (File No. 000-51338). (3) Incorporated by Reference to Company’s Current Report on Form 8-K filed with the SEC on July 20, 2016 (File No. 000-51338). (4) Incorporated by Reference to Company's Registration Statement on Form S-8 filed with the SEC on November 16, 2015 (File No. 333-208051). 77 (5) Incorporated by Reference to Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed with the SEC on May 8, 2020 (File No. 000-51338). (6) Incorporated by Reference to Company's Current Report on Form 8-K filed with the SEC on October 9, 2020 (File No. 000-51338). (7) Incorporated by Reference to Company's Annual Report on Form 10-K filed with the SEC on March 31, 2021 (File No. 000-51338). (8) Incorporated by Reference to Company's Current Report on Form 8-K filed with the SEC on March 22, 2024 (File No. 000-51338). Item 16. Form 10-K Summary Not applicable SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 78 PARKE BANCORP, INC. Dated: March 12, 2025 /s/ Vito S. Pantilione By: Vito S. Pantilione President, Chief Executive Officer and Director Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 12, 2025. /s/ Daniel J. Dalton /s/ Vito S. Pantilione Daniel J. Dalton Vito S. Pantilione Chairman of the Board and Director President, Chief Executive Officer and Director /s/ Arret F. Dobson /s/ Fred G. Choate Arret F. Dobson Fred G. Choate Director Director /s/ Jack C. Sheppard, Jr. /s/ Edward Infantolino Jack C. Sheppard, Jr. Edward Infantolino Director Director /s/ Jeffrey H. Kripitz /s/ Elizabeth Milavsky Jeffrey H. Kripitz Elizabeth Milavsky Director Director /s/ Jonathan D. Hill Jonathan D. Hill Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 79