S-8

Registration No. 333-

As filed with the Securities and Exchange Commission on June 9, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

___________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Peapack-Gladstone Financial Corporation

(Exact Name of Registrant as Specified in its Charter)

New Jersey	22-3537895
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921

(Address of Principal Executive Offices)

Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan

(Full Title of the Plan)

Copies to:

Frank A. Cavallaro	Lawrence M.F. Spaccasi, Esq.
Chief Financial Officer	Scott A. Brown, Esq.
Peapack-Gladstone Financial Corporation	Luse Gorman, PC
500 Hills Drive, Suite 300	5335 Wisconsin Ave., N.W., Suite 780
Bedminster, New Jersey 07291	Washington, DC 20015-2035
(908) 234-0700	(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ⌧
Non-accelerated filer ☐	Smaller reporting company ☐
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 7(a)(2)(B) of the Securities Act. ☐

REGISTRATION OF ADDITIONAL SHARES

Peapack-Gladstone Financial Corporation (the “Company”) is filing this Registration Statement pursuant to General Instruction E on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register an additional 600,000 shares of its common stock, no par value per share, under the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan (the “Plan”). Such additional shares are of the same class as other securities for which a registration statement relating to the Plan has previously been filed and is effective.

Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statement on Form S-8 filed with the Commission on July 1, 2021 (File No. 333-257594) is hereby incorporated by reference in this Registration Statement.

PART II.

Item 8.  Exhibits.

Regulation S-K Exhibit Number	Document
4.1	Certificate of Incorporation of Peapack-Gladstone Financial Corporation (incorporated by reference to Exhibit 3 of the Company’s Form 10-Q Quarterly Report filed on November 9, 2009 (File No. 001-16197)
4.2	Bylaws of Peapack-Gladstone Financial Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K Current Report filed on March 23, 2023 (File No. 001-16197)
4.3	Description of Registrant’s Securities (incorporated by reference to Exhibit 4.E. of the Registrant’s Form 10-K Annual Report for the year ended December 31, 2019)
5	Opinion of Luse Gorman, PC
23.1	Consent of Luse Gorman, PC (included in Exhibit 5)
23.2	Consent of Independent Registered Public Accounting Firm
23.3	Power of Attorney (contained on signature page)
99.1	Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan (incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders of Peapack-Gladstone Financial Corporation (File No. 001-16197), filed by the Company under the Exchange Act on April 14, 2023)
107	Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Bedminster, State of New Jersey, on the 9^th day of June, 2023.

	PEAPACK-GLADSTONE FINANCIAL CORPORATION
By:	/s/ Douglas L. Kennedy
	Douglas L. Kennedy
	President and Chief Executive Officer
	(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Peapack-Gladstone Financial Corporation (the “Company”) hereby severally constitute and appoint Douglas L. Kennedy and Frank A. Cavallaro, and each of them, as our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below which said Douglas L. Kennedy and Frank A. Cavallaro may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued under the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Douglas L. Kennedy and Frank A. Cavallaro shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.

Signatures	Title	Date
/s/ Douglas L. Kennedy	President, Chief Executive Officer and Director	June 9, 2023
Douglas L. Kennedy	(Principal Executive Officer)
/s/ Frank A. Cavallaro	Senior Executive Vice President and	June 9, 2023
Frank A. Cavallaro	Chief Financial Officer (Principal Financial Officer)
/s/ Francesco S. Rossi	Senior Vice President and Chief	June 9, 2023
Francesco S. Rossi	Accounting Officer (Principal Accounting Officer)
/s/ F. Duffield Meyercord	Chairman of the Board	June 9, 2023
F. Duffield Meyercord

Signatures	Title	Date
/s/ Carmen M. Bowser	Director	June 9, 2023
Carmen M. Bowser
/s/ Susan A. Cole	Director	June 9, 2023
Susan A. Cole
/s/ Anthony J. Consi II	Director	June 9, 2023
Anthony J. Consi II
/s/ Richard Daingerfield	Director	June 9, 2023
Richard Daingerfield
/s/ Edward A. Gramigna	Director	June 9, 2023
Edward A. Gramigna
/s/ Peter D. Horst	Director	June 9, 2023
Peter D. Horst
/s/ Steven A. Kass	Director	June 9, 2023
Steven A. Kass
/s/ Patrick J. Mullen	Director	June 9, 2023
Patrick J. Mullen
/s/ Philip W. Smith III	Director	June 9, 2023
Philip W. Smith III
/s/ Tony Spinelli	Director	June 9, 2023
Tony Spinelli
/s/ Beth Welsh	Director	June 9, 2023
Beth Welsh

EX-5

EXHIBIT 5

LUSE GORMAN, PC

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

June 9, 2023

Board of Directors

Peapack-Gladstone Financial Corporation

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921

Re: Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan Registration Statement on Form S-8

Ladies and Gentlemen:

You have requested the opinion of this firm as to certain matters in connection with the registration of 600,000 shares of common stock, no par value (the “Shares”), of Peapack-Gladstone Financial Corporation (the “Company”) to be issued pursuant to the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan (the “Plan”).

In rendering the opinion expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction of the following: (i) the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on the date hereof; (ii) the Certificate of Incorporation of the Company, as amended to date and currently in effect; (iii) the Bylaws of the Company, as amended to date and currently in effect; (iv) the Plan; (v) certain resolutions of the board of directors of the Company relating to the approval of the Plan, the filing of the Registration Statement, and certain related matters; and (vi) applicable statutes and regulations governing the Company.  We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein.  We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.  This opinion is limited to matters of New Jersey corporate law.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Registration Statement, the Shares of the Company, when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Registration Statement, and shall not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm.  We hereby consent to the use of this opinion in the Registration Statement.  By giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

 /s/ Luse Gorman, PC

LUSE GORMAN, PC

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peapack-Gladstone Financial Corporation of our report dated March 13, 2023, relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Peapack-Gladstone Financial Corporation for the year ended December 31, 2022.

/s/ Crowe LLP

Crowe LLP

Livingston, New Jersey

June  9, 2023

EX-FILING FEES

EXHIBIT 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Peapack-Gladstone Financial Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share(2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, no par value per share	457(c) and 457(h)	600,000	$27.64	$16,584,000	0.00011020	$1,827.56
Total Offering Amounts					$16,584,000		$1,827.56
Total Fee Offsets							$0.00
Net Fee Due							$1,827.56

___________________________________________

(1) Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Peapack-Gladstone Financial Corporation 2021 Long-Term Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Peapack-Gladstone Financial Corporation (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Company’s common stock as reported on the Nasdaq Stock Market on June 5, 2023.

Table 2: Fee Offset Claims and Sources

N/A