| 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 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
PEAPACK GLADSTONE FINANCIAL CORP [ PGC ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 03/20/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | 03/20/2026 | M | 3,896 | A | (1) | 43,024.749 | D | |||
| Common Stock | 03/20/2026 | F(2) | 1,993 | D | $33.18 | 41,031.749 | D | |||
| Common Stock | 03/20/2026 | M | 3,494 | A | (3) | 44,525.749 | D | |||
| Common Stock | 03/20/2026 | F(2) | 1,788 | D | $33.18 | 42,737.749 | D | |||
| Common Stock | 03/20/2026 | M | 3,674 | A | (4) | 212,533 | I | Rabbi Trust(5) | ||
| Common Stock | 03/20/2026 | M | 18,097 | A | (6) | 230,630 | I | Rabbi Trust(5) | ||
| Common Stock | 18,621 | I | 401(k) | |||||||
| Common Stock | 10,893.341 | I | Employee Stock Purchase Plan | |||||||
| 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 | (1) | 03/20/2026 | M | 3,896 | (1) | (1) | Common Stock | 3,896 | (1) | 7,793 | D | ||||
| Restricted Stock Units | (7) | 03/20/2026 | A | 16,150 | (7) | (7) | Common Stock | 16,150 | (7) | 16,150 | D | ||||
| Restricted Stock Units | (4) | 03/20/2026 | M | 3,674 | (4) | (4) | Common Stock | 3,674 | (4) | 3,678 | D | ||||
| Restricted Stock Units | (3) | 03/20/2026 | M | 3,494 | (3) | (3) | Common Stock | 3,494 | (3) | 6,990 | D | ||||
| Restricted Stock Units | (6) | 03/20/2026 | M | 18,097 | (6) | (6) | Common Stock | 18,097 | (6) | 0 | D | ||||
| Restricted Stock Units | (8) | (8) | (8) | Common Stock | 17,534 | 17,534 | D | ||||||||
| Restricted Stock Units | (9) | 03/20/2026 | A | 24,225 | (9) | (9) | Common Stock | 24,225 | (9) | 24,225 | D | ||||
| Phantom Stock | (10) | 03/20/2026 | M | 3,440 | (10) | (10) | Common Stock | 3,440 | (10) | 3,441 | D | ||||
| Phantom Stock | (11) | 03/20/2026 | M | 2,828 | (11) | (11) | Common Stock | 2,828 | (11) | 0 | D | ||||
| Phantom Stock | (12) | (12) | (12) | Common Stock | (12) | 15,482 | D | ||||||||
| Explanation of Responses: |
| 1. On March 20, 2025, the reporting person was granted 11,689 restricted stock units (RSUs), vesting in three equal annual installments beginning on March 20, 2026. Upon vesting, each RSU converts into one share of PGC common stock. |
| 2. Shares withheld to satisfy tax withholding obligations arising from settlement of restricted stock units. |
| 3. On March 20, 2023, the reporting person was granted 17,472 restricted stock units (RSUs), vesting in five equal annual installments beginning on March 20, 2024. Upon vesting, each RSU converts into one share of PGC common stock. |
| 4. On March 20, 2022, the reporting person was granted 18,374 restricted stock units (RSUs), vesting in five equal annual installments beginning on March 20, 2024. Upon vesting, each RSU converts into one share of PGC common stock. |
| 5. Held indirectly through a rabbi trust pursuant to a non-qualified deferred compensation plan. |
| 6. On March 20, 2023, the reporting person was granted 26,208 restricted stock units (RSUs), vesting on the third anniversary of the grant if certain performance conditions are met. Upon vesting, each RSU converts into one share of PGC common stock. 18,097 restricted stock units vested. |
| 7. On March 20, 2026, the reporting person was granted 16,150 restricted stock units (RSUs), vesting in three equal annual installments beginning on March 20, 2027. Upon vesting, each RSU converts into one share of PGC common stock. |
| 8. On March 20, 2025, the reporting person was granted 17,534 restricted stock units (RSUs), vesting on the third anniversary of the grant if certain performance conditions are met. Upon vesting, each RSU converts into one share of PGC common stock. |
| 9. On March 20, 2026, the reporting person was granted 24,225 restricted stock units (RSUs), vesting on the third anniversary of the grant if certain performance conditions are met. Upon vesting, each RSU converts into one share of PGC common stock. |
| 10. On March 20, 2024, the reporting person was granted 10,321 phantom stock shares, vesting in three equal annual installments beginning on March 20, 2025. Upon vesting, each phantom share is the economic equivalent of one share of common stock. |
| 11. On March 20, 2021, the reporting person was granted 14,127 phantom stock shares, vesting in five equal annual installments beginning on March 20, 2022. Upon vesting, each phantom share is the economic equivalent of one share of common stock. |
| 12. On March 20, 2024, the reporting person was granted 15,482 phantom stock shares, vesting on the third anniversary of the grant if certain performance conditions are met. Upon vesting, each phantom share is the economic equivalent of one share of common stock. |
| Douglas L. Kennedy | 03/24/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||