Peapack-Gladstone (NASDAQ: PGC) secures $50M preferred commitment

Rhea-AI Filing Summary

Peapack-Gladstone Financial Corporation completed a private placement of 30,000 shares of newly created 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B, for gross proceeds of $30.0 million. The shares were sold at $1,000 per share to affiliates of Strategic Value Bank Partners under a Regulation D exemption.

Under the same purchase agreement, the company can, in its sole discretion, sell an additional 20,000 preferred shares, providing a total preferred stock commitment of $50 million through December 31, 2027. The preferred stock carries a 6.00% annual dividend, is non-callable for five years, then redeemable at liquidation preference subject to regulatory approval.

Each preferred share is convertible at the holder’s option, generally after five years or upon a change in control, into 26.3157 shares of common stock based on a $1,000 liquidation preference and a $38.00 conversion price, with customary anti-dilution adjustments. The company expects the issuance to qualify as Tier 1 capital and plans to use net proceeds for general corporate purposes, including supporting growth, potential acquisitions, and debt reduction or refinancing.

PEAPACK GLADSTONE FINANCIAL CORP false 0001050743 --12-31 0001050743 2026-03-24 2026-03-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 24, 2026

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

New Jersey		001-16197		22-3537895
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

500 Hills Drive, Suite 300, Bedminster, New Jersey		07921
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (908) 234-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		PGC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On March 26, 2026, Peapack-Gladstone Financial Corporation (the “Company”) issued 30,000 shares of newly-created 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B (the “Preferred Stock”), in a private placement transaction, resulting in gross proceeds of $30.0 million. The Company relied on the exemption from registration with the Securities and Exchange Commission (the “SEC”) provided under SEC Rule 506 of Regulation D. The shares were sold pursuant to a Purchase Agreement (the “Purchase Agreement”), dated March 26, 2026, by and among Strategic Value Investors, LP, and Strategic Value Private Investors II, LP (together, the “Purchasers”) and the Company.

Under the Purchase Agreement, at any time through December 31, 2027 (the “Commitment Period”), the Company has the right, in its sole discretion, to sell an additional 20,000 shares of the Preferred Stock at $1,000 per share to the Purchasers, which the Purchasers must buy (the “Commitment”). In consideration for the Commitment, the Company will deliver to the Purchasers a total fee of $200,000 in four equal installments on (i) April 1, 2026, (ii) July 1, 2026, (iii) October 1, 2026, and (iv) November 1, 2027. During the Commitment Period, the Company cannot offer, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any Preferred Stock to anyone other than the Purchasers.

The Purchase Agreement is filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement.

Item 3.02. Unregistered Sales of Equity Securities

On March 26, 2026, the Company closed a private placement of 30,000 shares of Preferred Stock, resulting in gross proceeds of $30.0 million. The Company relied on the exemption from registration with the SEC provided under SEC Rule 506 of Regulation D. The shares were sold pursuant to the Purchase Agreement. Under the Purchase Agreement, during the Commitment Period, the Company has the right, in its sole discretion, to sell an additional 20,000 shares of the Preferred Stock at $1,000 per share, which the Purchasers must buy. During the Commitment Period, the Company cannot offer, sell, transfer, assign, exchange, pledge, encumber or otherwise dispose of any Preferred Stock to anyone other than the Purchasers.

The Company will use the net proceeds of this offering for general corporate purposes, which may include investments at the holding-company or bank level; providing capital to support growth, acquisitions or other business combinations; or reducing or refinancing existing debt.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On March 24, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to amend its Certificate of Incorporation to revise Article III to create the Preferred Stock, which Certificate of Amendment sets forth the number of shares to be included in such new series and fixes the designation, powers, preferences, and rights of the shares of such series and any qualifications, limitations or restrictions thereof. Such Certificate of Amendment to the Certificate of Incorporation was approved by the Board of Directors of the Company on March 23, 2026.

Holders of the Preferred Stock will be entitled to receive, only when, as, and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, non-cumulative cash dividends at the rate per annum equal to 6.00%, payable quarterly in arrears.

Each share of the Preferred Stock may be converted—at the option of the holders, without the payment of any additional consideration, (1) on or after a date that is 60 months immediately subsequent to the date of issue or, (2) in the event of a change in control, on or before the date of the change in control, whether before or after the date that is 60 months immediately subsequent to the date of issue—into shares of the

Company’s common stock equal to the $1,000 Liquidation Preference divided by $38.00, or 26.3157 shares of common stock of the Company. No fractional shares of common stock will be issued upon conversion of the Preferred Stock. Upon any conversion, all fractional share interests to which a holder may be entitled will be aggregated into whole shares of common stock with cash being paid for any fractional interest that may remain after such aggregation. The conversion rate is subject to customary anti-dilution adjustments.

The holders of Series B Preferred Stock will not have general voting rights, except as may otherwise, from time to time, be required by law or as expressly provided in the Certificate of Amendment.

On or after the fifth anniversary of the date of issue of the Preferred Stock, the Company may, at its option and subject to any necessary regulatory approval, including approval of the Board of Governors of the Federal Reserve System, redeem the Preferred Stock at a price equal to the liquidation preference ($1,000.00 per share), plus declared and unpaid dividends to, but excluding, the date fixed for redemption, without accumulation of any undeclared dividends.

The Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference. The foregoing summary of the Preferred Stock is not complete and is qualified in their entirety by reference to the complete text of the Certificate of Amendment.

Item 7.01. Regulation FD Disclosure

On March 26, 2026, the Company issued a press release announcing the completion of the offering of the private placement of the Preferred Stock, a copy of which is furnished herewith as Exhibit 99.1.

The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are attached as part of this report.

Exhibit Number		Description
3.1		Certificate of Amendment to the Certificate of Incorporation
10.1		Purchase Agreement, dated March 26, 2026, by and among the Company, Strategic Value Investors, LP, and Strategic Value Private Investors II, LP
99.1		Press Release dated March 26, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				PEAPACK-GLADSTONE FINANCIAL CORPORATION
Dated: March 26, 2026				By:		/s/ Frank A. Cavallaro
				Name:		Frank A. Cavallaro
				Title:		Senior Executive Vice President and Chief Financial Officer

Exhibit 99.1

Peapack-Gladstone Financial Corporation Announces $50 Million Preferred Stock Commitment

Bedminster, New Jersey – March 26, 2026 – Peapack-Gladstone Financial Corporation (NASDAQ: PGC) (the “Company”), the holding company for Peapack Private Bank & Trust, has announced a $50 million preferred stock commitment from affiliates of Strategic Value Bank Partners, a long-term investor focused on the banking sector. The commitment includes an initial $30 million private placement of non-cumulative perpetual convertible preferred stock, with the ability to issue up to an additional $20 million of preferred stock through the end of 2027.

The preferred stock carries a dividend rate of 6.00% per annum, is non-callable for the first five years, and thereafter may be redeemed, subject to applicable terms. The preferred stock is convertible to common stock at the option of the holder after five years, subject to applicable terms. The issuance is not listed on any securities exchange and is expected to qualify as Tier 1 capital, subject to applicable regulatory requirements.

Proceeds will be used for general corporate purposes, which may include supporting organic growth, investments at the holding-company or bank level, acquisitions or other business combinations, and the reduction or refinancing of existing debt.

Douglas L. Kennedy, President and CEO, noted, “We are pleased to partner with Strategic Value Bank Partners, whose long-term orientation aligns well with our strategy. Over the past two years, we have made significant investments in our expansion across the New York metropolitan market and are seeing strong results reflected in positive operating leverage and improving earnings momentum. This capital raise provides flexibility to continue executing on that growth while maintaining capital levels consistent with our long-standing targets. Importantly, it reflects our disciplined approach to capital management, including actions we have taken to improve the efficiency and quality of our capital structure.”

Marty Adams, Co-Founder and Principal of Strategic Value Bank Partners, added, “We have been a long-time investor in PGC common stock and are excited to support the Company’s continued growth. We have strong conviction in the management team and the progress made in building a premier private banking and wealth management franchise serving clients across the New York metropolitan market. This investment reflects our confidence in the Company’s trajectory and our interest in deepening our long-term partnership.”

Additional details regarding the transaction, including the terms of the preferred stock and related agreements, are included in the Company’s Current Report on Form 8-K filed today with the Securities and Exchange Commission.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing, structure, and regulatory treatment of the preferred stock issuance, the anticipated use of proceeds, and the Company’s growth strategy and financial performance. These statements are based on current expectations and are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied. Factors that may affect future results are discussed in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this release.

About the Company

Peapack-Gladstone Financial Corporation is a New Jersey bank holding company with total assets of $7.5 billion and assets under management and/or administration of $13.1 billion as of December 31, 2025. Founded in 1921, Peapack Private Bank & Trust is a commercial bank that offers a client-centric approach to banking, providing high-quality products along with customized and innovative wealth management, investment banking, commercial and personal banking solutions. The Bank’s wealth management division offers comprehensive financial, tax, fiduciary and investment advice and solutions to individuals, families, privately held businesses, family offices, and not-for-profit organizations, helping them establish, maintain, and expand their legacy. Peapack Private Bank & Trust offers an unparalleled commitment to client service. Visit www.peapackprivate.com for more information.

Contact: Frank A. Cavallaro, Peapack Private Bank & Trust, Sr. EVP, Chief Financial Officer, 500 Hills Drive, Suite 300, Bedminster, NJ 07921, fcavallaro@peapackprivate.com, (908) 306-8933

FAQ

What capital did Peapack-Gladstone Financial (PGC) raise in this transaction?

Peapack-Gladstone raised $30.0 million through a private placement of 30,000 shares of 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B. The agreement also provides an additional $20.0 million commitment, bringing total potential preferred financing to $50.0 million.

What are the key terms of PGC’s new Series B preferred stock?

The Series B preferred pays a 6.00% non-cumulative annual dividend, is perpetual, and is non-callable for five years. After five years, it may be redeemed at $1,000 per share plus declared but unpaid dividends, subject to required regulatory approvals and applicable terms.

How is Peapack-Gladstone’s Series B preferred stock convertible into common shares?

Each preferred share is convertible, generally after five years or upon a change in control, into 26.3157 common shares. This conversion rate reflects a $1,000 liquidation preference divided by a $38.00 conversion price and is subject to customary anti-dilution adjustments described in the amendment.

Who invested in Peapack-Gladstone’s new preferred stock commitment?

Affiliates of Strategic Value Bank Partners, specifically Strategic Value Investors, LP and Strategic Value Private Investors II, LP, agreed to purchase the preferred stock. They provided an initial $30 million investment and a commitment for up to an additional $20 million through December 31, 2027.

How does Peapack-Gladstone plan to use the preferred stock proceeds?

The company plans to use net proceeds for general corporate purposes. These may include supporting organic growth, investments at the holding-company or bank level, funding acquisitions or other business combinations, and reducing or refinancing existing debt, consistent with its capital management strategy.

Will Peapack-Gladstone’s new preferred stock count as regulatory capital?

The company expects the preferred stock issuance to qualify as Tier 1 capital, subject to applicable regulatory requirements. This treatment would support its regulatory capital ratios while it pursues growth, strategic investments, and capital structure optimization over time.

What restrictions apply to issuing additional preferred stock during the commitment period?

During the commitment period ending December 31, 2027, the company may sell up to 20,000 additional Series B preferred shares to the Purchasers at $1,000 per share. It cannot offer, sell, or otherwise dispose of any Series B preferred stock to other parties during this period.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 7.0 KB

Agreements & Contracts

• EX-10.1 EX-10.1 292.0 KB

Other Documents

• EX-3.1 EX-3.1 78.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB