Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
(a) 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.
(b) Internal Control over Financial Reporting
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.
Changes in Internal Control Over Financial Reporting
During the last quarter of the year under report, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Report On Management’s Assessment Of Internal Control Over Financial Reporting
To The Shareholders Of Parke Bancorp, Inc.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a- 15(f). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) 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 authorization of management and directors of the Company; and (iii) 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.
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of 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 and procedures may deteriorate.
Under supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on our evaluation under the framework in Internal Control - Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2025.
S.R. Snodgrass, P.C., an independent registered public accounting firm, has audited the Corporation’s Consolidated Financial Statements as of and for the year ended December 31, 2025 and the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2025, as stated in their reports, which are included herein.
March 11, 2026
/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, 2025, 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, 2025, 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, 2025 and 2024; 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 11, 2026, 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 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 11, 2026
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Item 9B. Other Information.
Rule 10b5 - 1 Trading Plans
During the fiscal quarter ended December 31, 2025, 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,” “Corporate Governance” and "Delinquent Section 16 (a) Reports" in the Company’s Proxy Statement for its 2026 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.
(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.
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(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, 2025, with respect to compensation plans under which equity securities of the Registrant are authorized for issuance.
( c )
Number of securities
remaining available for
( a )
( b )
issuance under equity
Number of Securities to be
Weighted-average
compensation plans
issued upon exercise of
exercise price of
(excluding securities reflected
Equity compensation plans approved by security holders
outstanding options (1)
outstanding options
in column (a) (2)
2020 Equity Incentive Plan
367,500
$
16.60
573,562
2015 Equity incentive plan
133,359
$
20.04
—
Equity compensation plans not approved by security holders
None
Total
500,859
$
17.51
573,562
(1) The number of securities includes 421,059 vested options as of December 31, 2025. In addition to these options, 1,305 restricted stock units were vested, and 48,938 restricted stock units were non-vested as of December 31 2025. The restricted stock units are earned at a rate of 20% annually.
(2) As of December 31, 2025, there were 426,500 options, and 207 restricted stock units remaining available for award under the approved equity compensation plans.
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.
Our independent registered public accounting firm is S.R. Snodgrass, P.C., Cranberry Township, Pennsylvania (Auditor Firm ID:74)
The information contained in the section captioned “Proposal II-Ratification of Appointment of Auditors" in the Proxy Statement is incorporated herein by reference.
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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, 2025 and 2024, 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, 2025, together with the related notes and the independent registered public accounting firm reports of S.R. Snodgrass, P.C., independent registered public accounting firm (Auditor Firm 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)
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)
10.12
Management Change in Control Severance Agreement dated March 19, 2024 by and between Parke Bancorp, Inc. and Jonathan D. Hill (8)
10.14
2020 Equity Incentive Plan (6)
10.15 Management Change in Control Severance Agreement by and between Parke Bancorp, Inc. and Nicholas J. Pantilione
10.16 Management Change in Control Severance Agreement by and between Parke Bancorp, Inc. and Ralph Gallo
19 Stock Trading Policy (11)
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 Recovery Policy (10)
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)
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101
The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 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).
(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).
(10) Incorporated herein by reference from the identically numbered exhibit to the Company’s Form 10-K filed with the Commission on March 13, 2024 (File No. 000-51338).
(11) Incorporated herein by reference from the identically numbered exhibit to the Company’s Form 10-K/A filed with the Commission on March 27, 2025 (File No. 000-51338).
Item 16. Form 10-K Summary
Not applicable
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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.
PARKE BANCORP, INC.
Dated: March 11, 2026
/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 11, 2026.
/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)
81