Peapack-Gladstone (PGC) Exec Sells 3,200 Shares; Retains RSUs and Phantom Stock

Rhea-AI Filing Summary

Gregory M. Smith, Senior Executive Vice President and President of Commercial Banking at Peapack-Gladstone Financial Corp (PGC) reported a sale of 3,200 shares of the issuer's common stock on 09/15/2025 at a price of $29.15 per share, leaving him with 5,426.8051 shares beneficially owned following the transaction. The filing also discloses multiple outstanding restricted stock units and phantom stock awards that convert to or mirror common shares: 4,922, 7,822 and 19,078 RSUs under different vesting schedules and 3,602, 754 and 8,103 phantom stock units with time- and performance-based vesting conditions. The explanation clarifies that some RSUs vest in three or five approximately equal annual installments, while certain awards cliff-vest after three years subject to performance conditions. The Form 4 is signed by Mr. Smith on 09/17/2025.

Positive

• Continued ownership: Reporting person retains 5,426.8051 shares following the sale, indicating ongoing equity stake.
• Long-term alignment: Multiple restricted stock units and phantom stock awards remain outstanding with time- and performance-based vesting schedules, supporting retention incentives.
• Full disclosure: The Form 4 specifies transaction date, price ($29.15), and all award quantities, meeting reporting requirements.

Negative

• Insider sale: Disposition of 3,200 shares on 09/15/2025 at $29.15 per share was reported.
• Performance conditions: Several phantom stock and RSU grants are subject to performance-based cliff vesting, which may result in forfeiture if conditions are unmet.

Insights

Financial Analyst

TL;DR: Insider sold 3,200 shares; meaningful retained equity and multiple time- and performance-based long-term awards remain.

The sale of 3,200 shares at $29.15 is a clear, reportable disposition but leaves the reporting person with 5,426.8051 shares of common stock. The filing details substantial remaining equity exposure through both restricted stock units and phantom stock totaling several tens of thousands of share equivalents across different grants and vesting schedules, which maintains alignment with shareholder interests over time. Transaction and award specifics are fully disclosed; no other material events are reported in this Form 4.

Corporate Governance Expert

TL;DR: Transaction is routine and properly reported; long-term incentive structures include time and performance vesting.

The Form 4 documents a routine Section 16 sale and provides customary disclosure of outstanding equity awards. The company uses a mix of RSUs and phantom stock with both installment vesting and performance-based cliff vesting, which is consistent with standard executive compensation practices intended to retain and incentivize senior management. All vesting descriptions and quantities are included; no governance irregularities are apparent from this filing alone.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smith Gregory Martin

(Last) (First) (Middle)

500 HILLS DRIVE, SUITE 300

PO BOX 700

(Street)

BEDMINSTER NJ 07921

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PEAPACK GLADSTONE FINANCIAL CORP [ PGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEVP, President Comml Banking

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2025		S		3,200	D	$29.15	5,426.8051(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)							(3)	(3)	Common Stock	4,922		4,922	D
Restricted Stock Units	(2)							(4)	(4)	Common Stock	7,822		7,822	D
Restricted Stock Units	(2)							(5)	(5)	Common Stock	19,078		19,078	D
Phantom Stock	(6)							(7)	(7)	Common Stock	3,602		3,602	D
Phantom Stock	(6)							(8)	(8)	Common Stock	754		754	D
Phantom Stock	(9)							(10)	(10)	Common Stock	8,103		8,103	D

Explanation of Responses:

1. Includes shares received through dividend reinvestment since the last filing.

2. Each restricted stock unit represents a contingent right to receive one share of common stock of Peapack-Gladstone Financial Corporation.

3. The restricted stock units vest and settle in stock in three approximately equal installments on each of the first three anniversaries of the grant date.

4. The restricted stock units vest and settle in stock in five approximately equal installments on each of the first five anniversaries of the grant date.

5. The restricted stock units will cliff vest on the third anniversary of the grant date subject to certain performance conditions being satisfied.

6. Each share of phantom stock is the economic equivalent of one share of common stock.

7. The phantom stock is scheduled to vest in three approximately equal installments on each of the first three anniversaries of the grant date.

8. The phantom stock is scheduled to vest in five approximately equal installments on each of the first five anniversaries of the grant date.

9. Each share of phantom stock represents the right to receive the economic equivalent of one share of common stock subject to certain perfomance conditions. The phantom stock will cliff vest , after three years, if the conditions are met.

10. The phantom stock will cliff vest on the third annivesary of the grant date subject to certain performance conditions being satisfied.

	Gregory M. Smith	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Gregory M. Smith report on Form 4 for PGC?

The Form 4 reports a sale of 3,200 shares of Peapack-Gladstone Financial Corp common stock on 09/15/2025 at $29.15 per share and discloses outstanding RSUs and phantom stock awards.

How many PGC shares does the reporting person own after the transaction?

Following the reported sale, the filing shows the reporting person beneficially owns 5,426.8051 shares.

What equity awards are disclosed in the Form 4 for PGC?

The filing discloses RSUs of 4,922, 7,822, and 19,078 share equivalents and phantom stock of 3,602, 754, and 8,103 units, each with specified vesting schedules.

What vesting terms apply to the disclosed RSUs and phantom stock?

Some RSUs and phantom stock vest in approximately equal annual installments over three or five years; other awards cliff-vest after three years subject to performance conditions.

When was the Form 4 signed by the reporting person?

The Form 4 bears the signature of Gregory M. Smith dated 09/17/2025.