Business Context and Reporting Period
Company: Peapack-Gladstone Financial Corporation (PGC)
Filing Type: Form 8-K (Current Report)
Report Date: March 24, 2026 (Earliest event reported)
Event Date: March 26, 2026 (Transaction closing and press release)
Context: The Company announced the completion of a private placement of preferred stock and the amendment of its Certificate of Incorporation to authorize the new security.
Key Financial Metrics and Transaction Details
- Capital Raised: $30.0 million in gross proceeds from the sale of 30,000 shares of 6.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series B.
- Share Price: $1,000 per share.
- Dividend Rate: 6.00% per annum, non-cumulative, payable quarterly in arrears when declared.
- Commitment Fee: $200,000 total, payable in four equal installments to Purchasers (Strategic Value Investors, LP and Strategic Value Private Investors II, LP).
- Use of Proceeds: General corporate purposes, including investments, capital for growth/acquisitions, or debt reduction/refinancing.
- Financial Statements: This filing does not provide revenue, profit, cash flow, or margin data for the reporting period.
Material Changes and Structural Amendments
- Equity Structure: The Company amended its Certificate of Incorporation to create the Series B Preferred Stock.
- Conversion Rights: Holders may convert shares into common stock at a rate of 26.3157 shares per preferred share (based on a $38.00 conversion price) after 60 months or upon a change in control.
- Redemption Rights: The Company may redeem the stock at par ($1,000) plus declared/unpaid dividends on or after the fifth anniversary, subject to regulatory approval.
- Future Commitment: The Company has the right to sell an additional 20,000 shares (up to $20.0 million) to the Purchasers through December 31, 2027.
Outlook, Risks, and Management Commentary
- Management Commentary: The Company intends to use proceeds to support growth, acquisitions, or balance sheet management (debt reduction).
- Regulatory Risks: Redemption of the Preferred Stock is subject to approval by the Board of Governors of the Federal Reserve System.
- Restrictions: During the Commitment Period (through Dec 31, 2027), the Company is restricted from offering or selling Preferred Stock to anyone other than the designated Purchasers.
- Unusual Items: The transaction was conducted under SEC Rule 506 of Regulation D, exempting it from registration.
Investor Verification Checklist
- Verify the exact terms of the Purchase Agreement (Exhibit 10.1) regarding the $200,000 commitment fee schedule.
- Confirm the impact of the 6.00% dividend obligation on future earnings per share (EPS) and cash flow.
- Review the Certificate of Amendment (Exhibit 3.1) for specific anti-dilution adjustment mechanisms.
- Assess the likelihood of the Company exercising its option to sell the additional 20,000 shares under the commitment.
- Monitor regulatory filings for any required approvals regarding the redemption of the preferred stock.