8-K

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)	December 18, 2025

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(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

     Trading
Symbol(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))

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 TO BE INCLUDED IN THE REPORT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 18, 2025, each of Patrick J. Mullen, Philip W. Smith III and Beth Welsh advised Peapack-Gladstone Financial Corporation (the “Company”) that they were retiring as a director of the Company and its banking subsidiary, Peapack Private Bank & Trust (the “Bank”), effective on December 31, 2025. None of Messrs. Mullen or Smith or Ms. Welsh had a disagreement with the Company’s or the Bank’s management, operations, policies or procedures that led to his or her retirement.

On December 18, 2025, the Boards of Directors of the Company announced that Diane D’Erasmo and Ellen C. Walsh have been appointed to the Board of Directors of the Company and the Bank, effective January 1, 2026.

The Board has not made any determinations regarding committee assignments for Ms. D’Erasmo or Ms. Walsh.

There are no arrangements or understandings between either Ms. D’Erasmo or Ms. Walsh and any other persons pursuant to which either was selected as a director. There are no family relationships between Ms. D’Erasmo or Ms. Walsh and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. No information is required to be disclosed with respect to Ms. D’Erasmo or Ms. Walsh pursuant to Item 404(a) of Regulation S-K.

A copy of the press release dated December 23, 2025 announcing the director resignations and appointments is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Title

99.1		Press Release dated December 23, 2025.

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

The press release disclosed in this Item 9.01 as Exhibit 99.1 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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: December 23, 2025	By:	/s/ Douglas L. Kennedy
	Douglas L. Kennedy
	President and Chief Executive Officer

Exhibit 99.1

Contact:

Frank A. Cavallaro, SEVP and CFO

Peapack-Gladstone Financial Corporation

T: 908-306-8933

PEAPACK-GLADSTONE FINANCIAL CORPORATION

RESTRUCTURING BOARD

Bedminster, N.J. – December 23, 2025 – Peapack-Gladstone Financial Corporation (NASDAQ Global Select Market: PGC) (the “Company”), the parent of Peapack Private Bank & Trust (the “Bank”) announced changes to its Board of Directors as part of an ongoing commitment to strong governance and strategic leadership. Three long-serving members of the Board will retire, and two distinguished professionals will join the Board, bringing fresh perspectives and deep industry expertise.

Retirements

After years of dedicated service, Patrick J. Mullen, Philip W. Smith III, and Beth Welsh will retire from the Board, effective December 31, 2025. Each has made significant contributions to the Company’s growth, strong governance structure and community impact.

“We are deeply grateful for the leadership and commitment these directors have shown over the years,” said F. Duffield Meryercord, Chairman of the Board. “Their insight and guidance have been instrumental in shaping the Company’s long-term vision and success.”

New Appointments

Joining the Board are Diane D’Erasmo, former Vice Chairman Emeritus of HSBC Bank USA, and Ellen C. Walsh, a retired Senior Partner with PricewaterhouseCoopers LLP, who both bring extensive experience in wealth management, corporate finance, governance, and related fields.

“We are thrilled to welcome both Diane and Ellen to the Board,” said Meyercord. “Their expertise and leadership will be invaluable as we continue to deliver exceptional value to our clients and shareholders.”

Continuing Commitment to Leadership and Governance

The Board restructuring reflects the Company’s ongoing efforts to ensure its governance structure remains aligned with its strategic priorities, growth objectives, and long-term vision of serving clients with personalized, relationship-driven banking solutions.

About the Company

Peapack-Gladstone Financial Corporation is a New Jersey bank holding company with total assets of $7.4 billion and assets under management and/or administration of $12.9 billion as of September 30, 2025. Founded in 1921, Peapack Private Bank & Trust is a commercial bank that offers a client-centric approach to banking, providing high-quality products along with customized and innovative wealth management, investment banking, commercial and personal banking solutions. The Bank's wealth management division offers comprehensive financial, tax, fiduciary and investment advice and solutions to individuals, families, privately held businesses, family offices, and not-for-profit organizations, which help them establish, maintain, and expand their legacy. Peapack Private Bank & Trust offers an unparalleled commitment to client service. Visit www.peapackprivate.com for more information.