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) ~~January~~February 296, 2026

PEAPACK- GLADSTONE FINANCIAL ~~CORPORATION~~CORP

(Exact Name of Registrant as Specified in Charter)

New Jersey	001-16197	22-3537895
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	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

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

Title of each class TradingSymbol(s) Name of each exchange on which registered Common Stock, no par value PGC The NASDAQ Stock Market, LLC

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 Stock, no par value		PGC		NASDAQ

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).

Emerging growth company ☐

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. ☐

~~INFORMATION~~Item TO5.02 BEDeparture ~~INCLUDED~~of INDirectors ~~THE~~or ~~REPORT~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~Peapack-Gladstone ~~2.02 Results~~Financial Corporation (the “Company”) entered into Special Executive Retention Performance Restricted Stock Unit Award Agreements (the “Agreements”) with each of ~~Operations~~Douglas Kennedy, President and ~~Financial~~Chief ~~Condition~~Executive Officer of the Company, and John Babcock, Senior Executive Vice President of the Company and President of Private Wealth Management, on February 6, 2026, and February 10, 2026, respectively, to incentivize the executives to remain in the employ of the Company for the continuous period through December 31, 2028, to reward the executives for achieving certain Company performance goals specified in the Agreements, and to further align the interests of the executives with interests of shareholders.

OnSubject ~~January~~to ~~29,~~the ~~2026~~terms of the Company’s 2025 Long-Term Incentive Plan (the “Equity Plan”), ~~Peapack~~the Agreements provide Messrs. Kennedy and Babcock with grants of performance-~~Gladstone~~based ~~Financial~~restricted ~~Corporation~~stock units (the ~~"Company"~~“RSU”). Upon ~~issued~~vesting, aeach ~~press~~RSU ~~release~~that ~~reporting~~is ~~earnings~~earned and ~~other~~vested ~~financial~~will ~~results~~be ~~for~~settled in one share of Company common stock. Mr. Kennedy was granted 50,000 RSUs at 100% of target level, and Mr. Babcock was granted 32,000 RSUs at 100% of target level. The RSUs will be earned based on the level of achievement of certain metrics over the course of three annual performance periods ending on December 31, 2026, December 31, 2027, and ~~twelve~~December ~~months~~31, ~~ended~~2028. RSUs earned during the performance periods will cliff vest on December 31, ~~2025~~2028. AIf ~~copy~~the ofexecutive is not continuously employed with the ~~press~~Company ~~release~~through the December 31, 2028 vesting date, unless such termination is ~~attached~~due to ~~this~~death, ~~Current~~disability, involuntary ~~Report~~termination on(either ~~Form~~termination ~~8-K~~without cause or resignation for good reason (as ~~Exhibit~~such ~~99.1~~terms ~~and~~are isdefined ~~incorporated~~in bythe ~~reference~~Equity Plan)), no RSUs granted under the Agreement will vest regardless of whether the performance goals have been met or whether RSUs were considered earned in ~~its~~completed ~~entirety~~performance periods.

~~The~~No ~~information~~RSUs ~~disclosed~~are earned under ~~this~~the ~~Item~~Agreements ~~2.02,~~unless ~~including~~certain ~~Exhibit~~performance 99goals are achieved.1 For Mr. Kennedy, ~~shall~~100% beof ~~considered~~the RSUs are earned based on the 30-day average stock price (the “~~furnished~~Stock Price Metric”) ~~but~~of ~~not~~the Company measured at the end of each performance period. For Mr. Babcock, 50% of the RSUs are earned based on the Stock Price Metric, 30% of the RSUs are earned based on the dollar value of the assets under management of the wealth management division (“~~filed~~AUM Metric”), ~~for~~and ~~purposes~~20% of the ~~Securities~~RSUs ~~Exchange~~are ~~Act~~earned based on the net direct margin of ~~1934~~the wealth management division, which is represented as ~~amended~~a percentage calculated by dividing the revenue of the wealth management division less the expenses of the wealth management division by the total revenue of the wealth management division (the “Margin Metric”).

~~Item~~The 7level of achievement for determining the number of RSUs earned is measured at the end of each of the three annual performance periods.~~01 Regulation~~ If FDperformance ~~Disclosure~~is determined to be below the threshold level of achievement (as set forth in each Agreement) at the end of any performance period, then no RSUs will be earned for that performance period; however, any unearned RSUs will remain available to be earned during the subsequent performance periods. The Agreements provide the opportunity to earn RSUs between 25% and 250% of target depending on the levels of performance achieved.

~~The~~If ~~Company~~the isexecutive ~~furnishing~~terminates ~~presentation~~employment ~~materials~~prior ~~included as Exhibit 99.2~~ to ~~this~~the ~~report. The~~vesting ~~Company~~date isdue ~~not undertaking~~ to ~~update~~death, ~~this~~disability, ~~presentation.~~or ~~The~~involuntary ~~information~~termination, inthe ~~this~~RSUs ~~report~~will ~~(including~~vest at ~~Exhibit~~the ~~99.1)~~actual islevel ~~being~~of ~~furnished~~achievement ~~pursuant~~for toany ~~Item~~completed ~~7.01~~performance periods and ~~shall~~at ~~not~~target ~~be deemed to be “filed”~~ for ~~purposes~~any ofperformance ~~Section~~periods ~~18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of~~ that ~~section.~~have ~~This report will~~ not bebeen ~~deemed~~completed anat ~~admission as to~~ the ~~materiality~~time of ~~any information herein (including Exhibit 99~~termination.~~2).~~

~~Item~~In 9the event of a change in control (as defined in the Equity Plan), with respect to Mr.~~01 Financial~~ ~~Statements~~Kennedy’s Agreement, the RSUs will vest on or immediately prior to the effective date of the change in control based on the actual level achievement of the Stock Price Metric based on the value of the per share merger consideration to be exchanged for each share of Company common stock calculated as of the effective date of the definitive agreement that provides for the change in control; and ~~Exhibits~~with respect to Mr. Babcock’s Agreement, the RSUs subject to the Stock Price Metric will vest on or immediately prior to the effective date of the change in control, based on the value of the per share merger consideration to be exchanged for each share of Company common stock calculated as of the effective date of the definitive agreement that provides for the change in control, and the RSUs subject to the AUM Metric and the RSUs subject to the Margin Metric will vest on or immediately prior to the effective date of the change in control, based on the actual level achievement measured as of the end of the most recent year-end or financial quarter end, whichever is higher, or target, if higher.

If the executive terminates employment for any reason other than death, disability, involuntary termination or termination following a change in control prior to December 31, 2028, the RSUs shall be forfeited regardless of whether any performance goals have been met. If the executive has a termination of employment for cause (das defined in the Equity Plan) ~~Exhibits~~, the RSUs shall be forfeited.

Exhibit No.		Title
99.1		Press Release dated January 29, 2026.
99.2		Investor Presentation used by the Company for the fourth quarter of 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreements included as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1

Special Executive Retention Performance Restricted Stock Unit Agreement for Douglas Kennedy, dated as of February 6, 2026.

10.2

Special Executive Retention Performance Restricted Stock Unit Agreement for John Babcock, dated as of February 10, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: January 29, 2026	By:	/s/ Frank A. Cavallaro
Dated: February 11, 2026	By:	/s/ Frank A. Cavallaro
	Frank A. Cavallaro
	Senior Executive Vice President and Chief Financial Officer

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