PEAPACK GLADSTONE FINANCIAL CORP 8-K

What Happened
Peapack‑Gladstone Financial Corp (PGC) announced on March 26, 2026 that it issued 30,000 shares of newly created 6.00% Non‑Cumulative Perpetual Convertible Preferred Stock, Series B, in a private placement for gross proceeds of $30.0 million. The sale was made under Rule 506 of Regulation D to Strategic Value Investors, LP and Strategic Value Private Investors II, LP pursuant to a Purchase Agreement dated March 26, 2026. The company also filed a Certificate of Amendment on March 24, 2026 to create the new series and set its terms.

Key Details

• 30,000 shares issued at $1,000 per share = $30.0 million gross proceeds.
• Purchasers: Strategic Value Investors, LP and Strategic Value Private Investors II, LP; sale exempt under Rule 506 (Reg D).
• Company may, at its option through December 31, 2027, sell an additional 20,000 shares at $1,000 per share (the Purchasers must buy); in consideration the company will pay a $200,000 commitment fee in four installments (Apr 1, 2026; Jul 1, 2026; Oct 1, 2026; Nov 1, 2027).
• Series B rights: 6.00% non‑cumulative cash dividends payable quarterly when declared; conversion (holder option) into common stock at $1,000 liquidation preference ÷ $38.00 = 26.3157 common shares per preferred (no fractional shares issued; aggregated and settled in cash); conversion rate subject to customary anti‑dilution adjustments.
• Limited voting rights for Series B holders; company may redeem on or after the 5th anniversary at $1,000 per share (plus declared unpaid dividends) subject to regulatory approval (e.g., Federal Reserve).

Why It Matters

• Capital and flexibility: The $30M raises cash for general corporate purposes as stated (including providing capital to support growth, acquisitions, or reducing/refinancing debt). As a bank holding company, additional preferred capital can support balance‑sheet capacity and strategic initiatives.
• Potential dilution: If holders convert, each preferred share converts into 26.3157 common shares. Conversion of the 30,000 issued shares would equal about 789,471 common shares; the optional additional 20,000 shares would add roughly 526,314 shares if issued and converted. That potential conversion could dilute existing common shareholders if exercised.
• Limited cash burden initially: Dividends are non‑cumulative and paid only when declared, which limits automatic cash obligations; redemption is not mandatory before year five and requires regulatory approval.
• Restrictions and commitments: During the commitment period the Company cannot offer these preferred shares to others, and the Purchasers are obligated to buy the committed shares if the Company elects to sell them.

For investors: watch for future filings if the Company exercises the option to sell additional shares, for any declared dividends, and for any conversions or redemptions that would affect common share count and capital structure.