[144] Block, Inc. SEC Filing

Rhea-AI Filing Summary

Peapack-Gladstone Financial Corporation (ticker: PGC) has filed a Form S-8 with the SEC to register shares that will be issued under its new 2025 Long-Term Incentive Plan. The filing incorporates by reference the company’s most recent Form 10-K, 10-Q, and certain 8-K items, thereby making those reports part of the prospectus delivered to plan participants. Key provisions include:

• Plan scope: Covers equity awards such as Restricted Stock Units (RSUs) and Performance RSUs for employees and non-employee directors (Exhibits 10.2-10.4).
• Indemnification & Exculpation: Article VI of the certificate of incorporation and New Jersey corporate law permit indemnification and advancement of expenses for directors and officers, subject to customary limitations (e.g., bad faith, breach of loyalty, or improper personal benefit).
• Required undertakings: Standard S-8 undertakings to file post-effective amendments, reflect material changes, and remove unsold securities.
• Exhibits: Legal opinion (Exhibit 5), auditor consent (Exhibit 23.2) and a power of attorney are provided; corporate charter and by-laws are incorporated by reference.

The document is administrative in nature—there are no revenue, earnings, or share-count amounts disclosed. Investors should monitor subsequent filings (Rule 424(b) prospectus or 10-K/10-Q updates) to gauge any dilution once awards are granted and issued.

Positive

• Alignment of interests: Establishing a 2025 Long-Term Incentive Plan can motivate management and directors toward long-term value creation.
• Standard legal protections: Indemnification, exculpation, and D&O insurance provisions reduce personal risk for qualified leaders, aiding talent retention.

Negative

• Potential dilution: Issuance of new equity under the plan will increase outstanding shares once awards vest, though the magnitude is currently unknown.
• Lack of quantitative detail: The S-8 omits the exact share count and overall dilution percentage, leaving investors without key metrics.

Insights

Securities Analyst

TL;DR: Routine S-8 registers equity for the 2025 LTIP; limited immediate impact, but potential dilution once awards vest.

The S-8 simply places shares on file so equity incentives can be granted under the new 2025 Long-Term Incentive Plan. Because the filing does not specify the number of shares or the potential dilution percentage, investors cannot yet quantify the prospective effect on share count. Nevertheless, equity-based compensation aligns employee incentives with shareholder interests and is typical for publicly traded banks of PGC’s size. No financial statements, capital raises, or strategic transactions are introduced in this document; therefore the short-term market impact is likely neutral. Future proxy statements and quarterly reports will reveal actual award levels and dilution.

Corporate Governance Expert

TL;DR: Filing formalizes LTIP and details robust indemnification; governance standards appear conventional.

From a governance perspective, the company employs industry-standard indemnification and exculpation clauses that protect directors and officers, mirroring New Jersey corporate statutes. The inclusion of advance-expense provisions and D&O insurance disclosure is consistent with peer practices. Adoption of a new LTIP, supported by tailored RSU and PRSU agreements, suggests an emphasis on performance-based pay structures. Provided the plan received shareholder approval (implied by proxy reference), the governance impact is neutral-to-positive, contingent on clear disclosure of award metrics in future filings.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2400	161376.00	615019000	06/30/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/20/2024	Restricted Stock	Issuer			2087	05/20/2024	Not Applicable
Common	05/15/2024	Employee Stock Purchase Plan	Issuer			313	05/15/2024	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
DHANANJAY PRASANNA 1955 Broadway, Suite 600 Oakland CA 94612	Common	06/16/2025	2800	177828.00
DHANANJAY PRASANNA 1955 Broadway, Suite 600 Oakland CA 94612	Common	06/02/2025	2800	169568.00
DHANANJAY PRASANNA 1955 Broadway, Suite 600 Oakland CA 94612	Common	05/27/2025	5659	347530.51
DHANANJAY PRASANNA 1955 Broadway, Suite 600 Oakland CA 94612	Common	05/27/2025	5659	347530.51

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is Peapack-Gladstone Financial Corporation registering on Form S-8?

PGC is registering shares to be issued under its 2025 Long-Term Incentive Plan for employees and non-employee directors.

Does the filing disclose how many shares are being registered?

No. The provided excerpt does not state the number of shares or dollar value in the filing-fee table.

Will the new incentive plan cause dilution for existing PGC shareholders?

Yes, equity awards under the plan will eventually increase the share count, but the extent of dilution is not specified in this document.

Are there any financial results or earnings figures in this Form S-8?

No. The document is administrative; it incorporates previously filed 10-K and 10-Q reports for financial information.

What legal protections does PGC provide to its directors and officers?

Article VI of the charter offers indemnification and exculpation, and the company carries D&O insurance, subject to standard legal limits.