PGC 10-K Fiscal year ended Dec. 31, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2024 .

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to

Commission File No. 001-16197

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey		22-3537895
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

500 Hills Drive , Suite 300
Bedminster , NJ		07921
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number: ( 908 ) 234-0700

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

Title of Each Class	Trading Symbol (s)	Name of Exchange on which Registered
Common Stock, No par value	PGC	NASDAQ Stock Market, LLC

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

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the shares held by unaffiliated stockholders was approximately $ 374 million on June 30, 2024.

As of March 3, 2025, 17,596,195 shares of no par value Common Stock were outstanding.

Auditor Firm Id:	173	Auditor Name:	Crowe LLP	Auditor Location:	Livingston, New Jersey USA

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DOCUMENTS INCORPORATED BY REFERENCE

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FORM 10-K

PEAPACK-GLADSTONE FINANCIAL CORPORATION

For the Year Ended December 31, 2024

Table of Contents

PART I
Item 1.		Business		4
Item 1A.		Risk Factors		12
Item 1B.		Unresolved Staff Comments		22
Item 1C.		Cybersecurity		22
Item 2.		Properties		23
Item 3.		Legal Proceedings		23
Item 4.		Mine Safety Disclosure		23
PART II
Item 5.		Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		24
Item 6.		[ Reserved]		25
Item 7.		Management's Discussion and Analysis of Financial Condition and Results of Operations		25
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk		54
Item 8.		Financial Statements and Supplementary Data		57
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		121
Item 9A.		Controls and Procedures		121
Item 9B.		Other Information		122
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		122
PART III
Item 10.		Directors, Executive Officers and Corporate Governance		123
Item 11.		Executive Compensation		123
Item 12.		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		124
Item 13.		Certain Relationships and Related Transactions, and Director Independence		124
Item 14.		Principal Accountant Fees and Services		124
PART IV
Item 15.		Exhibits and Financial Statement Schedules		125
Item 16.		Form 10-K Summary		127
		Signatures		128

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PART I

Item 1. B USINESS

The disclosures set forth in this Form 10-K are qualified by Item 1A-Risk Factors and the section captioned “Cautionary Statement Concerning Forward-Looking Statements” in Item 7-Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report and other cautionary statements set forth elsewhere in this report and filed by us from time to time with the Securities and Exchange Commission. The terms “Peapack,” the “Company,” “we,” “our” and “us” refer to Peapack-Gladstone Financial Corporation and its wholly-owned subsidiaries unless otherwise indicated or the context requires otherwise.

The Corporation

Peapack-Gladstone Financial Corporation (the "Company") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”). The Company was organized under New Jersey law in 1997 by the Board of Directors of Peapack-Gladstone Bank, which changed its name to Peapack Private Bank & Trust effective January 1, 2025 (“Peapack Private”) The Bank is its principal subsidiary. The Bank is a state-chartered commercial bank founded in 1921 under New Jersey laws. The Bank is a member of the Federal Reserve System. Through its branch network in Somerset, Morris, Hunterdon and Union counties and its private banking locations in Bedminster, Morristown, Princeton and Teaneck, New Jersey and in New York City and its private wealth management, commercial private banking, retail private banking and residential lending divisions, along with its online platforms, Peapack Private is committed to offering unparalleled client service.

Our wealth management clients include individuals, families, foundations, endowments, trusts and estates. Our commercial loan clients include business owners, professionals, retailers, contractors and real estate investors. Most forms of commercial lending are offered, including working capital lines of credit, term loans for fixed asset acquisitions, commercial mortgages, multifamily mortgages and other forms of asset-based financing.

In addition to commercial lending activities, we offer a wide range of consumer banking services, including checking and savings accounts, money market and interest-bearing checking accounts, certificates of deposit, and individual retirement accounts. We also offer residential mortgages, home equity lines of credit and other second mortgage loans. Automated teller machines are available at 18 locations. Internet banking, including an online bill payment option and mobile phone banking, is also available.

Available Information

Peapack-Gladstone Financial Corporation is a public company, and files interim, quarterly and annual reports with the Securities and Exchange Commission (the “SEC”). These reports and any amendments to these reports are available for free on the SEC’s website, www.sec.gov , and on our website, www.peapackprivate.com , as soon as reasonably practical after they have been filed with or furnished to the SEC. Information on our website should not be considered a part of this Annual Report on Form 10-K.

Human Capital Resources

We believe our employees are our most important resource and are critical to our success and ability to provide outstanding service to our clients. As of December 31, 2024, we had 620 full-time and part-time employees, with 294 at our corporate headquarters, 92 in our New York office, 86 in our branch offices and 148 in other locations. We believe that we have good relationships with all of our employees.

Hiring and Promotion

We look to hire internally for positions whenever possible. When this is not the case, we source candidates from multiple avenues, including referrals, and utilize online platforms such as LinkedIn, Indeed, Monster, Circa, the New Jersey Department of Labor website and our own corporate website. We also post advertisements at our branch locations, participate in on-site career fairs, and reach out to local community organizations to promote open positions. Additionally, we meet with local colleges and host career workshops for students to further develop our talent pool. This approach has improved our brand awareness in the community and our ability to diversify our employee base.

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Talent Development

Continuous development and career growth of our employees is a primary focus. We conduct regular talent reviews for the purpose of succession planning and developing our employees. In addition to regulatory training, we offer ethics and subject matter training regularly. On an annual basis, we offer career development, performance enhancement and leadership development opportunities. Experiential learning opportunities are also available on an individualized basis. We maintain a mentorship program and a company-wide recognition program in which all employees can participate. Our President and CEO hosts a monthly company update accessible to all employees. Tuition reimbursement, up to $10,000 annually, is offered to full-time employees after completion of one year of employment and successful course completion.

We conduct an annual employee engagement survey by utilizing the American Banker ‘Best Banks to Work for Survey’, a third-party survey that collects employee feedback on areas that include, but are not limited to, leadership, corporate culture and communications, training and development resources, satisfaction, pay and benefits and overall engagement. We review the detailed results to identify areas to improve. We invite all employees to participate and have received a high level of survey participation. Based on our survey results, we have been awarded recognition as one of American Banker's ‘Best Banks to Work For’ for the previous seven years (2018-2024).

Diversity, Equity and Inclusion

We are an employer that supports diversity, equity and inclusion in our workplace. Our strategy focuses on maintaining hiring levels that are representative of the communities in which we serve, as well as improving diversity representation in our senior roles. We have dedicated actions to cultivate a more diverse workforce, with focus in the areas of brand awareness and sourcing, recruiting and hiring, cultural awareness and appreciation, and furthering our development opportunities for all employees.

Our Cultural Ambassador Committee, established in 2019, consists of non-executive employees and is sponsored by our CEO, Chief Human Resource Officer and our President of Commercial Banking. The Committee was created to sustain and evolve our corporate culture through ongoing communication, awareness, engagement and advocacy of our core principles, including diversity, inclusion and volunteerism. We have six employee resource groups, focusing on areas such as wellness, the environment, volunteerism, and diversity and inclusion.

Additionally, we maintain an Anti-Discrimination and Harassment Policy as well as a workplace harassment training course which must be completed annually by all employees.

Employee Health and Safety

The safety, health and well-being of our employees and clients is extremely important to us. Employees are permitted a new flexible work arrangement offered by management provided their performance remains in good standing. The combination of working remotely and in the office helps maintain a healthier workplace and enables employees to continue to be productive, completing tasks with less interruption when remote, while still having the opportunity to collaborate with peers in the workplace. Virtual meeting and teleconference platforms continue to be utilized to maintain a safe and productive work environment.

Compensation and Benefits

We seek to attract, motivate and retain the best talent in a competitive marketplace by offering an attractive compensation and benefits package. Compensation includes a market competitive salary, and for eligible positions, annual incentives or cash bonuses and participation in long-term incentive awards as well as an opportunity to participate in our discounted employee stock purchase plan.

Work/life balance is an important part of our culture, and in support of this, we offer a broad list of benefits for eligible employees, which includes a comprehensive suite of health insurance benefits, paid time off, maternity and paternity leave, employee assistance programs, retirement planning and 401(k) Plan participation with a generous company match. Wellness programs are deeply embedded in our culture and other ancillary benefits such as pet insurance, identity protection coverage and supplemental insurance are provided.

Community Involvement

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We actively reinvest in our communities with the greatest needs. We encourage volunteerism, supporting organizations valued by our employees and clients. Our employees are generous with their time in their support of local organizations. In 2024, we performed over 1,600 hours of service and provided financial support to more than 330 charitable organizations. We are proud to be known and recognized locally and nationally for our community involvement.

Peapack Private Bank & Trust Wealth Management Division

The Wealth Management Division is a New Jersey-chartered trust and investment business with $11.9 billion of assets under management and/or administration as of December 31, 2024. It is headquartered in Bedminster, New Jersey with additional wealth management locations throughout New Jersey in Morristown, Princeton, Red Bank, Summit and Teaneck, and in New York City, as well as at the Bank’s subsidiary, PGB Trust & Investments of Delaware, in Greenville, Delaware. The wealth management division is known for its integrity, client service and broad range of fiduciary, investment management and tax services, designed specifically to meet the needs of high net-worth individuals, families, foundations and endowments.

Our wealth management business differentiates us from our competition and adds significant value. We intend to grow this business further, both in and around our market; through our existing wealth, loan and depository client base; our innovative private banking service model, which utilizes private bankers working together to provide fully integrated client solutions; and potential acquisitions of complimentary wealth management businesses. Throughout the wealth management division and all other business lines, we will continue to provide the unparalleled personalized, high-touch service our valued clients have come to expect.

Our Markets

Our current market is defined as the New Jersey, New York, and Pennsylvania metropolitan statistical area, with our primary market areas being in New Jersey and New York. According to estimates from the United States Census Bureau, as of 2019-2023, New Jersey had a total population exceeding 9.5 million and a median household income of $101,050, and Somerset County, where we are headquartered, is one of the wealthiest counties in New Jersey, with a median household income of $135,960; compared to a U.S. median household income of $78,538. We believe that these markets have economic and competitive dynamics that are consistent with our objectives and favorable to executing our growth strategy.

Competition

We operate in a market area with a high concentration of banking and financial institutions and we face substantial competition in attracting deposits and in originating loans and leases. A number of our competitors are significantly larger institutions with greater financial and managerial resources and lending limits. Our ability to compete successfully is a significant factor affecting our growth potential and profitability.

Our competition for deposits, loans and leases historically has come from other insured financial institutions such as local and regional commercial banks, savings institutions, leasing companies and credit unions located in our primary market area. We also compete with mortgage banking and finance companies for real estate loans and with commercial banks, savings institutions and credit unions for consumer loans.

We also face direct competition for wealth and advisory services from registered investment advisory firms and investment management companies.

Our Business Strategy

In 2022, we initiated the “Refining Our Strategy” phase of our Strategic Plan, a natural evolution of the groundwork set forth in 2013. Almost ten years after the launch and successful execution of the “Expanding Our Reach” strategy, we recognized refinements were necessary to address several industry headwinds that assume:

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The major bank failures in early 2023 heightened awareness around liquidity and balance sheet management, and competition for core funding. Due to this, we believe it is more important than ever to remain grounded in our relationship-based approach while continuing to diversify our business model further. In 2024, we took a significant step forward to expand throughout the metropolitan New York region. By hiring very experienced professionals in sales, client service, operations, compliance, credit and risk management, we focused on generating core deposits and saw remarkable success in 2024 production with no signs of momentum slowing as we enter into 2025. These strategic decisions have positioned us well to address the headwinds noted above and continue to become the preferred alternative to the large banks in the region.

The key elements of our business strategy include:

Governmental Policies and Legislation

The banking industry is highly regulated. Statutory and regulatory controls increase a bank holding company’s cost of doing business and limit the options of its management to deploy assets and maximize income. Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies and other financial institutions are frequently made in Congress, in state legislatures and before various bank regulatory agencies. The likelihood of any major changes and the impact such changes might have on the Company or the Bank is impossible to predict. The following description is not intended to be complete and is qualified in its entirety to applicable laws and regulations.

Bank Regulation

As a New Jersey-chartered commercial bank, the Bank is subject to the regulation, supervision, and examination by the New Jersey Department of Banking and Insurance (“NJDOBI”). As a Federal Reserve member bank, the Bank is also subject to regulation, supervision and examination by the Federal Reserve Board (“FRB”) as its primary federal regulator. The regulations of the FRB and the NJDOBI impact virtually all of our activities, including the minimum levels of capital we must maintain, our ability to pay dividends, our ability to expand through new branches or acquisitions and various other matters.

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Holding Company Supervision

The Company is a bank holding company and periodically examined within the meaning of the Bank Holding Company Act. As a bank holding company, the Company is supervised by the FRB and is required to file reports with the FRB and provide such additional information as the FRB may require.

The Bank Holding Company Act prohibits the Company, with certain exceptions, from (i) acquiring direct or indirect ownership or control of more than five percent of the voting shares of any company that is not a bank and (ii) from engaging in any business other than banking, managing and controlling banks, or furnishing services to subsidiary banks. However, the Company may apply to engage in, or own shares of companies engaged in, certain businesses found by the FRB to be so closely related to banking “as to be a proper incident thereto.” The Bank Holding Company Act requires prior approval by the FRB of the acquisition by the Company of more than five percent of the voting stock of any additional bank. Generally, federal regulatory approval to make acquisitions requires as prerequisites satisfactory capital ratios, Community Reinvestment Act ratings and anti-money laundering policies, among other things. Federal law provides that a bank holding company must act as a source of financial and managerial strength to its subsidiary banks and commit resources to support the subsidiary banks in circumstances in which it might not do so absent that law. Acquisitions through the Bank require the approval of the FRB and the NJDOBI.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

The Dodd-Frank Wall Street Report and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) significantly changed bank regulation and affected the lending, investment, trading and operating activities of depository institutions and their holding companies. The Dodd-Frank Act also created the Consumer Financial Protection Bureau (the “CFPB”) with extensive powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions. The CFPB also has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets, such as Peapack Private, continue to be examined for compliance with consumer protection-related laws and regulations by their applicable federal bank regulators.

Capital Requirements

Pursuant to the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), each federal banking agency has promulgated regulations, specifying the levels at which a financial institution would be considered “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” or “critically undercapitalized,” and to take certain mandatory and discretionary supervisory actions based on the capital level of the institution.

FRB regulations require member banks to meet several minimum capital standards established by the federal banking agencies, which are based on the final capital framework for strengthening international capital standards, known as Basel III, of the Basel Committee on Banking Supervision: a common equity Tier 1 (“CET1”) capital to risk-based assets ratio of 4.5 percent, a Tier 1 capital to risk-based assets ratio of 6.0 percent, a total capital to risk-based assets ratio of 8.0 percent, and a Tier 1 capital to total assets leverage ratio of 4.0 percent.

CET1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as CET1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.

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The capital requirements also require the Company and the Bank to maintain a 2.5 percent “capital conservation buffer,” composed entirely of CET1, on top of the minimum risk-weighted asset ratios, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7.0 percent, (ii) Tier 1 capital to risk-weighted assets of at least 8.5 percent, and (iii) total capital to risk-weighted assets of at least 10.5 percent. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of (i) CET1 to risk-weighted assets, (ii) Tier 1 capital to risk-weighted assets, or (iii) total capital to risk-weighted assets above the respective minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and discretionary bonus payments to executive officers based on the amount of the shortfall.

Bank holding companies with greater than $3 billion in total consolidated assets are subject to consolidated regulatory capital requirements identical to those applicable to the subsidiary depository institutions. The Company and the Bank were in compliance with the capital requirements, including the capital conservation buffer, as of December 31, 2024.

Federal law requires that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. The FRB maintains regulations to implement the prompt corrective action legislation. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10.0 percent or greater, a Tier 1 risk-based capital ratio of 8.0 percent or greater, a leverage ratio of 5.0 percent or greater, and a CET1 ratio of 6.5 percent or greater. An institution is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8.0 percent or greater, a Tier 1 risk-based capital ratio of 6.0 percent or greater, a leverage ratio of 4.0 percent or greater, and a CET1 ratio of 4.5 percent or greater. An institution is deemed to be “undercapitalized” if it has a total risk-based capital ratio of less than 8.0 percent, a Tier 1 risk-based capital ratio of less than 6.0 percent, a leverage ratio of less than 4.0 percent, or a CET1 ratio of less than 4.5 percent. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0 percent, a Tier 1 risk-based capital ratio of less than 4.0 percent, a leverage ratio of less than 3.0 percent, or a CET1 ratio of less than 3.0 percent. An institution is deemed to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0 percent.

The Bank’s capital ratios were all above the minimum levels required for it to be considered a “well capitalized” financial institution at December 31, 2024 under the “prompt corrective action” regulations in effect as of such date.

The Economic Growth Regulatory Relief and Consumer Protection Act of 2018 (the "Relief Act") required that the federal banking agencies, including the FRB, establish a “community bank leverage ratio” of between 8-10 percent of average total consolidated assets for qualifying institutions with less than $10 billion of assets. Pursuant to federal legislation enacted in 2020, the community bank leverage ratio was set at 9 percent for 2022 and thereafter. Institutions with tangible equity (subject to certain adjustments) meeting the specified level and electing to follow the alternative framework would be deemed to comply with the applicable regulatory capital requirements, including the risk-based requirements, and be considered to be “well capitalized.” The Bank has not elected to measure its capital adequacy using the community bank leverage ratio.

Insurance of Deposit Accounts

The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund ("DIF") of the FDIC. Deposit accounts in the Bank are insured up to $250,000 for each separately insured depositor per account ownership category.

The FDIC charges insured depository institutions ("IDI") premiums to maintain the DIF. Under the risk-based assessment system, institutions deemed less risky of failure pay lower assessments. Assessments for institutions of less than $10 billion of assets are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three years.

The FDIC has authority to increase insurance assessments. Effective January 1, 2023, assessment rates for institutions of the Bank’s size ranged from 2.5 to 32 basis points.

On November 16, 2023, the FDIC issued a final rule to implement a special assessment to recover the loss to the DIF associated with protecting uninsured depositors following the closure of Silicon Valley Bank and Signature Bank. Under the final rule, the assessment base for an IDI will be equal to the institution's estimated uninsured deposits as of December 31, 2022, adjusted to exclude the first $5 billion in estimated uninsured deposits. Under the final rule, the FDIC will collect the special assessment at an annual rate of 13.4 basis points beginning with the first quarterly assessment period of 2024 and will continue to collect special assessments for an anticipated total of eight quarterly assessment periods.

An insured institution’s deposit insurance may be terminated by the FDIC upon an administrative finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any

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applicable law, regulation, order or regulatory condition imposed in writing. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

Community Reinvestment Act

Pursuant to the federal Community Reinvestment Act (the “CRA”), the Bank is obligated, consistent with safe and sound banking practices, to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. The FRB periodically assesses the Bank’s record of performance under the CRA and issues one of the following ratings: “Outstanding,” “Satisfactory,” “Needs to Improve,” or “Substantial Noncompliance.” The most recently completed evaluation of the Bank’s performance under the CRA was conducted by the FRB in 2024 and resulted in an overall rating of “Satisfactory.” On October 24, 2023, the FDIC, the FRB, and the Office of the Comptroller of the Currency issued a final rule to strengthen and modernize the federal CRA regulations. Under the final rule, banks with assets of at least $2 billion as of December 31 in both of the prior two calendar years will be a “large bank.” The agencies will evaluate large banks under four performance tests: the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services Test. Under the regulations, the applicability date for the majority of the provisions is January 1, 2026, and additional requirements will be applicable under the regulations on January 1, 2027. On March 29, 2024, a federal court in the Northern District of Texas issued a preliminary injunction of the new CRA regulations, enjoining the federal banking agencies from enforcing the regulations against the plaintiff bank industry trade groups, and extending the regulations' implementation dates day-for-day for each day the injunction is in place.

Privacy

Federal banking regulators, as required under the Gramm-Leach-Bliley Act, have adopted regulations limiting the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. The regulations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties. The privacy provisions of the Gramm-Leach-Bliley Act affect how consumer information is transmitted through diversified financial services companies and conveyed to outside vendors.

In November 2021, the federal bank regulatory agencies issued a final rule requiring banking organizations to notify their primary federal regulator as soon as possible and no later than 36 hours of determining that a “computer-security incident” that rises to the level of a “notification incident,” as those terms are defined in the final rule, has occurred. A notification incident is a “computer-security incident” that has materially disrupted or degraded, or is reasonably likely to materially disrupt or degrade, the banking organization’s ability to deliver services to a material portion of its customer base, jeopardize the viability of key operations of the banking organization, or impact the stability of the financial sector. The final rule also requires bank service providers to notify any affected bank to or on behalf of which the service provider provides services “as soon as possible” after determining that it has experienced an incident that materially disrupts or degrades, or is reasonably likely to materially disrupt or degrade, covered services provided to such bank for four or more hours. The rule was effective April 1, 2022, with compliance required by May 1, 2022.

Restrictions on the Payment of Dividends

The holders of the Company’s common stock are entitled to receive dividends, when, as and if declared by the Board of Directors of the Company out of funds legally available. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.

The Company is also subject to FRB policies, which may, in certain circumstances, limit its ability to pay dividends. FRB policy is that a bank holding company should pay cash dividends only out of current earnings and only if the prospective rate of earnings retention is consistent with the holding company’s capital needs, asset quality and overall financial condition. In addition, FRB guidance sets forth the supervisory expectation that bank holding companies will inform and consult with FRB staff in advance of issuing a dividend that exceeds earnings for the quarter and should inform the FRB and should eliminate, defer or significantly reduce dividends if: (i) net income available to stockholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; (ii) prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current and prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.

The FRB policies require, among other things, that a bank holding company must maintain a minimum capital base and serve as a source of strength to its subsidiary banks. The FRB by supervisory letters has advised holding companies that it is has

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supervisory concerns when the level of dividends is too high and that it would seek to prevent dividends if the dividends paid by a holding company exceeded its earnings. The FRB would most likely seek to prohibit any dividend payment that would reduce a holding company’s capital below these minimum amounts. FRB policy also provides for regulatory review prior to a holding company (i) redeeming or repurchasing regulatory capital instruments when the holding company is experiencing financial weaknesses, or (ii) redeeming or repurchasing common stock or perpetual preferred stock that would result in a net reduction as of the end of a quarter in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. In addition, the FRB staff has recently begun interpreting its regulatory capital regulations to require holding companies to receive FRB approval prior to any repurchases or redemptions of its common shares.

Since the principal source of income for the Company is dividends paid to the Company by the Bank, the Company’s ability to pay dividends to its shareholders will depend on whether the Bank pays dividends to it. As a practical matter, restrictions on the ability of the Bank to pay dividends act as restrictions on the amount of funds available for the payment of dividends by the Company. As a New Jersey chartered commercial bank, the Bank is subject to the restrictions on the payment of dividends contained in the New Jersey Banking Act of 1948, as amended (the “Banking Act”). Under the Banking Act, the Bank may pay dividends only out of retained earnings, to the extent that surplus exceeds 50 percent of stated capital. Federal law may also limit the amount of dividends that may be paid by the Bank. Under the Financial Institutions Supervisory Act, the FDIC has the authority to prohibit a state-chartered bank from engaging in conduct that, in the FDIC’s opinion, constitutes an unsafe or unsound banking practice. Under certain circumstances, the FDIC could claim that the payment of a dividend or other distribution by the Bank to the Company constitutes an unsafe or unsound practice.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 was enacted to address, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. We have existing policies, procedures and systems designed to comply with this act and its implementing regulations.

Other Laws and Regulations

Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. The Bank’s operations are also subject to federal laws (and their implementing regulations) applicable to credit transactions, such as the:

The operations of the Bank are also subject to the:

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Item 1A. RI SK FACTORS

The material risks and uncertainties that Management believes affect the Company are described below. These risks and uncertainties are not the only ones affecting the Company. Additional risks and uncertainties that Management is not aware of or focused on or that Management currently deems immaterial may also affect the Company’s business operations. This report is qualified in its entirety by these risk factors. If any one or more of the following risks actually occur, the Company’s financial condition and results of operations could be materially and adversely affected.

Risks Related to Economic Matters

Negative developments in the financial services industry and U.S. and global credit markets and the U.S. debt obligations may adversely impact our operations and results.

Our businesses and operations, which primarily consist of lending money, accepting deposits and investing in securities, are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, our growth and profitability from our lending, deposit and investment operations could be constrained. Uncertainty about the federal fiscal policymaking process and the medium and long-term fiscal outlook of the federal government is a concern for businesses, consumers and investors in the United States. In addition, economic conditions in foreign countries could affect the stability of global financial markets, which could hinder U.S. economic growth. Weak economic conditions or a return of recessionary conditions and/or negative developments in the domestic and international credit markets are often characterized by deflation, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased loan delinquencies, real estate price declines and lower home sales and commercial activity.

Our business is also significantly affected by monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on our business, financial condition, results of operations and prospects.

Further, a U.S. government debt default would have a material adverse impact on our business and financial performance, including a decrease in the value of Treasury bonds and other government securities held by us, which could negatively impact the Bank’s capital position and its ability to meet regulatory requirements. Other negative impacts could be volatile capital markets, an adverse impact on the U.S. economy and the U.S. dollar, as well as increased default rates among borrowers in light of increased economic uncertainty. Some of these impacts might occur even in the absence of an actual default but as a consequence of extended political negotiations around the threat of such a default and a government shutdown.

We are more sensitive to adverse changes in the local economy than our more geographically diversified competitors.

Unlike larger regional banks that operate in large geographies, much of our business is with clients located within Central and Northern New Jersey, Pennsylvania, as well as New York City. Our business loans are generally made to small to mid-sized businesses, most of whose success depends on the regional economy. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. Due to our geographic concentration, a downturn in the local economy could make it more difficult to attract deposits and could cause higher losses and delinquencies on our loans than if the loans were more geographically diversified. Adverse economic and business conditions in our market area could reduce our growth, affect our borrowers' ability to repay their loans and, consequently, adversely affect our financial condition and performance. Further, we place substantial reliance on real estate as collateral for our loan portfolio. A sharp downturn in real estate values in our market area could leave our loans under-secured, which could adversely affect our earnings.

Inflation can have an adverse impact on our business and on our customers.

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. The Federal Reserve Board raised certain benchmark interest rates to combat inflation. However, in September, the FRB reduced rates by 50 basis points and by an additional 25 basis points in November and

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December. As inflation increases and market interest rates rise the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be more pronounced for floating rate instruments. In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans with us. A deterioration in economic conditions in the United States and our markets could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for our products and services, any of which, could adversely affect our business, financial condition and results of operations.

Interruption of our customer's supply chains and federal funding could negatively impact their business and operations and impact their ability to repay their loans.

Any material interruption in our customers' supply chains, such as a material interruption of the resources required to conduct their business, such as those resulting from interruptions in service by third-party providers, trade restrictions, such as increase tariffs or quotas, embargoes or customs restrictions, reductions in federal subsidies or grants, social or labor unrest, natural disasters, epidemics or pandemics or political disputes and military conflicts, that cause a material disruption in our customers' supply changes, could have a negative impact on their business and ability to repay their borrowings with us. in the event of disruptions in our customers' supply chains, the labor and materials they rely on in the ordinary course of business may not be available at reasonable rates or at all. Additionally, changes in distribution of federal funds or freezing of federal funds, including reductions in federal workforce causing unemployment, could have an adverse effect on the ability of consumers and businesses to pay debts and/or affect the demand for loans and deposits.

Risks Related to Lending Matters

Our exposure to credit risk could adversely affect our earnings and financial condition.

There are certain risks inherent in making loans, including risks that the principal of or interest on the loan will not be repaid timely or at all or that the value of any collateral securing the loan will be insufficient to cover our outstanding exposure. These risks may be affected by the strength of the borrower’s business and local, regional and national market and economic conditions. Our risk management practices, such as monitoring the concentration of our loans within specific industries and our credit approval practices, may not adequately reduce credit risk, and our credit administration personnel, policies and procedures may not adequately adapt to changes in economic, interest rate or any other conditions affecting clients and the quality of the loan portfolio. Finally, many of our loans are made to small- and medium-sized businesses that are less able to withstand competitive, economic and financial pressures than larger borrowers. A failure to effectively measure and limit the credit risk associated with our loan portfolio could have a material adverse effect on our business, financial condition, results of operations and prospects.

Our concentrations of loans in certain industries could have adverse effects on credit quality.

As of December 31, 2024, the Company’s loan portfolio included loans to: (i) lessors of office buildings of $95.3 million, or 1.7 percent of total loans; and (ii) borrowers in the retail industry of $210.6 million, or 3.8 percent of total loans. Because of these concentrations of loans in specific industries, a deterioration within these industries, especially those that have been particularly adversely impacted by long-term work-from-home arrangements on the commercial real estate sector, including retail stores, hotels and office buildings, creates greater risk exposure for our commercial real estate loan portfolio. Should the fundamentals of the commercial real estate market deteriorate, our financial condition and results of operations could be adversely affected.

The performance of our New York multifamily real estate loans could be adversely impacted by regulation.

New York enacted legislation increasing the restrictions on rent increases in a rent-regulated apartment building, including, among other provisions, (i) repealing the vacancy bonus and longevity bonus, which allowed a property owner to raise rents as much as 20 percent each time a rental unit became vacant, (ii) eliminating high rent vacancy deregulation and high-income deregulation, which allowed a rental unit to be removed from rent stabilization once it crossed a statutory high-rent threshold and became vacant, or the tenant’s income exceeded the statutory amount in the preceding two years, and (iii) eliminating an exception that allowed a property owner who offered preferential rents to tenants to raise the rent to the full legal rent upon renewal. This legislation generally limits a landlord’s ability to increase rents on rent-regulated apartments and makes it more difficult to convert rent regulated apartments to market rate apartments. For example, the New York City Rent Guidelines Board established that on certain apartments, for a one-year lease beginning on or after September 30, 2024, the maximum rent increase is 3.0%, even though the overall inflation rate increased at a higher rate. As a result, the value of the

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collateral located in New York securing our multifamily loans or the future net operating income of such properties could potentially become impaired. Moreover, following Covid, New York City rent regulated buildings have had an increased level of non-paying tenants with a very protracted eviction process, which has negatively impacted rent collections. At December 31, 2024, our total multifamily rent regulated exposure in New York was approximately $939 million, or 17 percent, of the total loan portfolio.

If our allowance for credit losses is not sufficient to cover actual loan losses, our earnings would decrease.

We maintain allowances for credit losses on loans and off-balance sheet credit exposures. The amount of each allowance account represents management's best estimate of current expected credit losses on these financial instruments considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. Relevant available information includes historical credit loss experience, current economic conditions, and reasonable and supportable forecasts. The determination of the appropriate level of allowance for credit losses inherently involves a high degree of subjectivity and requires us to make significant estimates related to current and expected future credit risks and trends, all of which may undergo material changes. Continuing deterioration in economic conditions affecting borrowers and securities issuers; inflation; changes in interest rates; new information regarding existing loans, credit commitments and securities holdings; identification of additional problem loans ratings and downgrades, and other factors, may require an increase in the allowances for credit losses on loans and off-balance sheet credit exposures. In addition, bank regulatory agencies periodically review our allowance for credit losses and may require an increase in credit loss expense or the recognition of further loan charge-offs, based on judgments different than those of management. Furthermore, if any charge-offs related to loans or off-balance sheet credit exposures in future periods exceed our allowances for credit losses on loans or off-balance sheet credit exposures, we will need to recognize additional credit loss expense to increase the applicable allowance. Any increase in the allowance for credit losses on loans and/or off-balance sheet credit exposures will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on our business, financial condition and results of operations.

Our commercial real estate loan and commercial C&I portfolios expose us to greater risks than other mortgage loans.

Our loan portfolio includes commercial real estate loans for individuals and businesses for various purposes. The repayment of these loans typically depends upon income generated, or expected to be generated, by the property securing the loan in amounts sufficient to cover operating expenses and debt service. This may be adversely affected by changes in the economy or local market conditions. These loans expose us to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate. If we foreclose on these loans, our holding period for the collateral typically is longer than for a single or multifamily residential property because there are fewer potential purchasers of the collateral. Additionally, commercial real estate loans generally involve relatively large balances to single borrowers or related groups of borrowers. Accordingly, charge-offs on commercial real estate loans may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios. Unexpected deterioration in the credit quality of our commercial real estate loan portfolio may require us to increase our provision for credit losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.

The source of repayment of C&I loans is typically the cash flows of the borrowers’ businesses. These loans may involve greater risk because the availability of funds to repay each loan depends substantially on the success of the business itself. The collateral securing the loans and leases often depreciates over time, is difficult to appraise and liquidate and fluctuates in value based on the success of the business. In addition, many commercial business loans have a variable rate which is indexed off of a floating rate such as the U.S. Prime Rate or the Secured Overnight Financing Rate. If interest rates rise, the borrower's debt service requirement may increase, negatively impacting the borrower's ability to service their debt.

The level of the commercial real estate loan portfolio may subject the Bank to additional regulatory scrutiny.

Federal bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like the Bank, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may be subject to this guidance if, among other factors, (i) total reported loans for construction, land acquisition and development and other land represent 100 percent or more of total capital, or (ii) total reported loans secured by multifamily and non-farm residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300 percent or more of total capital. Based on these factors, the Bank had a concentration in commercial real estate lending, as such loans represented 347 percent of total bank capital as of December 31, 2024. The guidance focuses

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on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or in an abundance of caution). The guidance assists banks in developing risk management practices and determining capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. While it is management’s belief that policies and procedures with respect to the Bank’s commercial real estate loan portfolio have been implemented consistent with this guidance, bank regulators could require that additional policies and procedures be implemented consistent with their interpretation of the guidance that may result in additional costs or that may result in the curtailment of commercial real estate lending that would adversely affect the Bank’s loan originations and profitability.

We are subject to environmental liability risk associated with our lending activities.

In the course of our business, we may purchase real estate or foreclose on and take title to real estate. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation or clean-up costs incurred by these parties in connection with environmental contamination. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could cause a material adverse effect on our business, financial condition, results of operations and prospects.

Risks Related to Interest Rates

Changes in interest rates may adversely affect our earnings and financial condition.

Our net income depends primarily upon our net interest income, which is the difference between interest income earned on loans, investments and other interest-earning assets and the interest expense incurred on deposits and borrowed funds.

Different types of assets and liabilities may react differently, and at different times, to changes in market interest rates. We expect that we will periodically experience “gaps” in the interest rate sensitivities of our assets and liabilities. That means either our interest-bearing liabilities will be more sensitive to changes in market interest rates than our interest-earning assets, or vice versa. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets, an increase in market rates of interest could reduce our net interest income. Conversely, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce our net interest income. We are unable to predict changes in market interest rates, which are affected by many factors beyond our control, including inflation, unemployment, money supply, governmental policy, domestic and international events and changes in the United States and other financial markets.

In addition, changes in interest rates can affect the average life of loans and investment securities. A reduction in interest rates causes increased prepayments of loans and mortgage-backed securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that the Bank may not be able to reinvest the funds from faster prepayments at rates that are comparable to the rates earned on the prepaid loans or securities. Conversely, an increase in interest rates generally reduces prepayments. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable-rate loans.

Changes in interest rates may also affect the current estimated fair value of the securities portfolio. Generally, the value of securities moves inversely with changes in interest rates. Unrealized net losses on securities available-for-sale are reported as a separate component of stockholders’ equity. To the extent interest rates increase and the value of the available-for-sale portfolio decreases, stockholders’ equity will be adversely affected.

Changes in the estimated fair value of debt securities may reduce stockholders’ equity and net income.

At December 31, 2024, the Company maintained a debt securities portfolio of $886.2 million, of which $784.5 million was classified as available-for-sale. The estimated fair value of the available-for-sale debt securities portfolio may change depending on the credit quality of the underlying issuer, market liquidity, changes in interest rates and other factors. Stockholders’ equity increases or decreases by the amount of the change in the unrealized gain or loss (the difference between the estimated fair value and the amortized cost) of the available-for-sale debt securities portfolio, net of the related tax expense

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or benefit, under the category of accumulated other comprehensive income (loss). A decrease can occur even though the securities are not sold.

Other Risks Related to Our Business

We are exposed to the risks of public health issues, natural disasters, severe weather, acts of war or terrorism, government shutdowns, geopolitical events and other potential external events.

We are exposed to the risks of public health issues, natural disasters, pandemics, severe weather, acts of war or terrorism, and other potential external events, any of which could have a significant impact on our ability to conduct business. In addition, such events could: impair the ability of borrowers to qualify for loans and/or repay their obligations, impair the value of collateral securing loans; cause depositors to withdraw funds; cause wealth management clients to withdraw assets under management; and/or cause us to incur additional expenses. Further, any of these events could affect the financial markets in general, causing a diminishment in the market value of assets under management for our wealth management clients and/or cause a yield curve not advantageous to the Company or the banking industry in general. Any of the above could have a material adverse effect on our financial condition and/or results of operations. Additionally, financial markets may be adversely affected by the current or anticipated impact of military conflict.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interconnected as a result of trading, clearing, counterparty, or other relationships. We have exposure to many different industries and counterparties, and we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, investment banks, commercial banks, and other institutional clients. Some of these transactions expose us to credit risk if there is a default by our client or counterparty. Additionally, our credit risk may be impaired when collateral held by us cannot be realized or is liquidated at prices insufficient to recover the full amount of the credit or derivative exposure due us. Any such losses could have a material adverse effect on our financial condition and results of operations.

Risks Relating to Regulatory Matters

The Dodd-Frank Wall Street Reform and Consumer Protection Act has and may continue to adversely affect our business activities, financial condition, and profitability by increasing our regulatory compliance burden and associated costs, placing restrictions on certain products and services, and limiting our future capital raising strategies.

The Dodd-Frank Act has and may continue to increase our regulatory compliance burden. The Dodd-Frank Act permits states to adopt stricter consumer protection laws and state attorney generals may enforce consumer protection rules issued by the CFPB. These changes have increased, and may continue to increase, our regulatory compliance burden and costs and may restrict the financial products and services we offer to our clients. The Dodd-Frank Act also increased regulation of derivatives and hedging transactions, which could limit our ability to enter into, or increase the costs associated with, interest rate and other hedging transactions.

Government regulation significantly affects our business.

The banking industry is extensively regulated. Banking regulations are intended primarily to protect depositors, and the FDIC deposit insurance fund, not our shareholders. We are subject to regulation and supervision by the New Jersey Department of Banking and Insurance and the Federal Reserve Bank. Such regulation and supervision governs the activities in which an institution and its holding company may engage. The bank regulatory agencies possess broad authority to prevent or remedy unsafe or unsound practices or violations of law. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on operations, the classification of assets and determination of the level of the allowance for credit losses. Regulatory requirements affect our lending practices, capital structure, investment practices, dividend policy and growth. In addition, changes in laws, regulations and regulatory practices affecting the banking industry may limit the manner in which we conduct our business. Such changes may adversely affect us, including our ability to offer new products and services, obtain financing, attract deposits, make loans and achieve satisfactory spreads and may impose additional costs on us.

The Bank is also subject to a number of federal laws, which, among other things, require it to lend to various sectors of the economy and population, and establish and maintain comprehensive programs relating to anti-money laundering and

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customer identification. The Bank's compliance with these laws will be considered by the federal banking regulators when reviewing bank merger and bank holding company acquisitions or commencing new activities or making new investments in reliance on the Gramm-Leach-Bliley Act. As a public company, we are also subject to the corporate governance standards set forth in the Sarbanes-Oxley Act, as well as any rules or regulations promulgated by the SEC and the NASDAQ Stock Market.

The fiscal, monetary and regulatory policies of the federal government and its agencies could adversely affect the Company’s business, financial condition, and results of operations.

In addition to being affected by general economic conditions, the Company’s earnings and growth are affected by the policies of the Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against certain transaction account deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. The FRB's policies determine in large part the cost of funds for lending and investing and the return earned on those loans and investments, both of which affect our net interest margin. its policies can also adversely affect borrowers, potentially increasing the risk that they may fail to repay their loans. The monetary policies and regulations of the FRB have had a significant effect on the overall economy and the operating results of financial institutions in the past and are expected to continue to do so in the future.

Additionally, Congress and the administration through executive orders controls fiscal policy through decisions on taxation and expenditures. Depending on industries and markets involved, changes to tax law and increase or reduced public expenditures could affect us directly or the business operations of our customers.

Changes in Federal Reserve and other governmental policies, fiscal policy, and our regulatory environment generally are beyond our control, and we are unable to predict what changes may occur of the manner in which any future changes may affect our business, financial condition and results of operations.

Risks Related to Capital

We may need to raise additional capital in the future, which may not be available when needed or available on acceptable terms.

We are required by federal regulatory authorities to maintain adequate levels of capital to support our operations. We may at some point need to raise additional capital to support continued growth. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on its financial performance. Accordingly, we cannot be assured of our ability to raise additional capital if needed or on terms acceptable to us. If we cannot raise additional capital when needed, the ability to further expand its operations could be materially impaired. Further, if we raise capital through the issuance of additional shares of our common stock, it would dilute the ownership interests of existing shareholders and may dilute the per share book value of our common stock. New investors may also have rights, preferences and privileges senior to our current shareholders, which may adversely impact our current shareholders.

We are subject to certain capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or constrain us from paying dividends or repurchasing shares.

A financial institution and its holding company, such as the Bank and the Company, are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if their capital level falls below the required amounts. These limitations establish a maximum percentage of eligible retained income that can be utilized for such actions.

The application of more stringent capital requirements could, among other things, require us to maintain higher capital resulting in lower returns on equity and could require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. See Part I, Item1, “Business - Capital Requirements.”

Potential acquisitions may disrupt our business and dilute shareholder value.

We regularly evaluate opportunities to acquire and invest in banks and in other complementary businesses. As a result, we may engage in negotiations or discussions that, if they were to result in a transaction, could have a material effect on our operating results and financial condition, including on our short- and long-term liquidity and capital structure. Our acquisition

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activities could be material to us. For example, we could issue additional shares of common stock in a merger transaction, which could dilute current shareholders' ownership interest and the per share book value of our common stock. Further, an acquisition could require us to use a substantial amount of cash, other liquid assets, and/or incur debt.

Our acquisition activities could involve a number of additional risks, including the risks of:

We may not be successful in overcoming these risks or any other problems encountered in connection with potential acquisition. Our inability to overcome these risks could have an adverse effect on our ability to achieve our business strategy and could have an adverse effect on our financial condition and results of operations.

Our ability to pay dividends to our common shareholders is limited by law.

Since the principal source of income for the Company is dividends paid to the Company by the Bank, the Company’s ability to pay dividends to its shareholders will depend on whether the Bank pays dividends to it. As a practical matter, restrictions on the ability of the Bank to pay dividends act as restrictions on the amount of funds available for the payment of dividends by the Company. As a New Jersey-chartered commercial bank, the Bank is subject to the restrictions on the payment of dividends contained in the New Jersey Banking Act of 1948, as amended. Under that Act, the Bank may pay dividends only out of retained earnings, and out of surplus to the extent that surplus exceeds 50 percent of stated capital. The Company is also subject to Federal Reserve Board policies, which may, in certain circumstances, limit its ability to pay dividends. The Federal Reserve Board policies require, among other things, that a bank holding company maintain a minimum capital base and the Federal Reserve Board in supervisory guidance has cautioned bank holding companies about paying out too much of their earnings in dividends and has stated that banks should not pay out more in dividends than they earn. The Federal Reserve Board would most likely seek to prohibit any dividend payment that would reduce a holding company's capital below these minimum amounts.

Risks Related to Liquidity

We may lose lower-cost funding sources, which may affect our profitability.

Checking, savings, and money market deposit account balances and other forms of client deposits can decrease when clients perceive alternative investments, such as the stock market, as providing a better risk/return tradeoff. The competition for customers is strong and customers are increasingly seeking investments with higher rates. If clients move money out of bank deposits and into other investments, we would lose a relatively low-cost source of funds and have to replace them with higher cost funds, thus increasing our funding costs and reducing our net interest income and net income. The Bank does have certain deposits with high dollar balances which are subject to volatility. Customers with large average deposits may move these deposits for operational needs, investment opportunities or other reasons, which could require the Bank to pay higher interest rates to retain these deposits or use higher rate borrowings as an alternative funding source.

A lack of liquidity could adversely affect the Company’s financial condition and results of operations.

Liquidity is essential to the Company’s business. The Company relies on its ability to generate deposits and effectively manage the repayment and maturity schedules of loans to ensure that there is adequate liquidity to fund its operations. An inability to raise funds through deposits, borrowings, the sale and maturities of loans and other sources could have a substantial negative effect on liquidity. The Company’s most important source of funds is deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff, which are strongly influenced by such external factors as the direction and level of interest rates, local and national economic conditions and the availability and attractiveness of alternative investments. Further, the demand for deposits may be reduced due to a variety of factors such as demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, the

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monetary policy of the FRB or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, the Company would lose a relatively low-cost source of funds, which would increase its funding costs and reduce net interest income. Any changes made to the rates offered on deposits to remain competitive with other financial institutions may also adversely affect profitability and liquidity.

Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities and loans and borrowings from the FHLB of New York. The Company also has an available line of credit with the FRB discount window. The Company also may borrow funds from third-party lenders, such as other financial institutions. The Company’s access to funding sources in amounts adequate to finance or capitalize its activities, or on terms that are acceptable, could be impaired by factors that affect the Company directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, a decrease in the level of the Company’s business activity as a result of a downturn in markets or by one or more adverse regulatory actions against the Company.

Any decline in available funding could adversely impact the Company’s ability to originate loans, invest in securities, meet expenses, or to fulfill obligations such as repaying borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on its liquidity, business, financial condition and results of operations.

Risks Related to Competition

Competition from other financial institutions in originating loans and attracting deposits may adversely affect our profitability.

We face substantial competition in originating loans from other banks, savings institutions, credit unions, mortgage banking companies and other lenders. Many of our competitors enjoy advantages, including greater financial resources and higher lending limits, a wider geographic presence, and more accessible branch office locations.

In attracting deposits, we face substantial competition from other insured depository institutions such as banks, savings institutions and credit unions, as well as institutions offering uninsured investment alternatives, including money market funds. Many of our competitors enjoy advantages, including greater financial resources, more aggressive marketing campaigns, better brand recognition and more branch locations. These competitors may offer higher interest rates than we do, which could decrease the deposits that we attract or require us to increase our rates to retain existing deposits or attract new deposits.

We also compete with non-bank providers of financial services, such as brokerage firms, consumer finance companies, insurance companies and governmental organizations, which may offer more favorable terms. Some of our non-bank competitors are not subject to the same extensive regulations that govern our operations. As a result, such non-bank competitors may have advantages over us in providing certain products and services. This competition may reduce or limit our margins on banking services, reduce our market share and adversely affect our earnings and financial condition.

Risks Related to Operational Matters

Cyber-attacks and information security breaches could compromise our information or result in the data of our customers being improperly divulged, which could expose us to liability and losses.

Many financial institutions and companies engaged in data processing have reported significant breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. We are subject to such cyber-attacks or other information security breaches, which could result in losses. Additionally, our risk exposure to security matters may remain elevated or increase in the future due to, among other things, the increasing size and prominence of the Company in the financial services industry, our expansion of Internet and mobile banking tools and products based on customer needs and an increased level of employees working remotely. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities. Disruptions or failures in the physical infrastructure or operating systems that support our businesses, customers or third parties, or cyber-attacks or security breaches of the networks, systems or devices that our customers or third parties use to access our products and services could result in customer attrition, financial losses, the inability of our customers or vendors to transact business with us, violations of applicable privacy and other laws, regulatory

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fines, penalties or intervention, reputational damage, reimbursement or other costs, and/or additional compliance costs, any of which could materially adversely affect our results of operations or financial condition.

Although we take protective measures to maintain the confidentiality, integrity and availability of information, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber-attacks and other events that could have an adverse security impact. Furthermore, we may not be able to ensure that all of our clients, suppliers, counterparties and other third parties have appropriate controls in place to protect themselves from cyber-attacks or to protect the confidentiality of the information that they exchange with us, particularly where such information is transmitted by electronic means. Although we have developed, and continue to invest in, systems and processes that are designed to detect and prevent security breaches and cyber-attacks, a breach of our systems and global payments infrastructure of those of our fintech partners and processors could result in: losses to us and our customers; loss of business and/or customers; damage to its reputation; the incurrence of additional expenses (including the cost of investigation and remediation and the cost of notification to consumers, credit monitoring and forensics, and fees and fines imposed by the card networks); disruption to our business; an inability to grow our online services or other businesses; additional regulatory scrutiny, investigation or penalties; and/or exposure to civil litigation and possible financial liability - any of which could have a material adverse effect on our reputation, business, financial condition and results of operations. Although the impact to date for these types of events has not had a material impact on us, we cannot be sure this will be the case in the future.

Our information technology systems and the systems of third parties upon which we rely may experience a failure, interruption or breach in security that could negatively affect our operations and reputation.

We rely heavily on information technology systems to conduct our business, including the systems of third-party service providers. Any failure, interruption, or breach in security or operational integrity of these systems could result in failures or disruptions in our customer relationship management and general ledger, deposit, loan, and other systems. While we have policies and procedures designed to prevent or limit the impact of any failure, interruption, or breach in our security systems (including privacy and cyber-attacks), there can be no assurance that such events will not occur or if they do occur, that they will be adequately addressed. Information security and cyber-security risks have increased significantly in recent years because of new technologies, the use of the Internet and other electronic delivery channels (including mobile devices) to conduct financial transactions. Accordingly, we may be required to expend additional resources to continue to enhance our protective measures or to investigate and remediate any information security vulnerabilities or exposures. The occurrence of any system failures, interruptions, or breaches in security could expose us to reputation risk, litigation, regulatory scrutiny and possible financial liability that could have a material adverse effect on our financial condition and results of operations.

Our failure to successfully keep pace with technological changes could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve clients and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our clients. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.

Our board of directors relies on management and outside consultants in overseeing cybersecurity risk management.

The Company has a standing Information Technology Committee. The Chief Information Officer is the primary management liaison to the committee. The committee meets quarterly, or more frequently if needed, and reports to the board of directors after each meeting through committee minutes. The Company also engages outside consultants to support its cybersecurity efforts. One of our directors has significant experience in cybersecurity, security engineering and compliance. Our other directors do not have significant experience in cybersecurity risk management in other business entities comparable to the Company and rely on the Chief Information Officer and other consultants for cybersecurity guidance.

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We are subject to operational risk.

We face the risk that the design of our controls and procedures, including those to mitigate the risk of fraud by employees or outsiders, may prove to be inadequate or are circumvented, thereby causing delays in the detection of errors or inaccuracies in data and information. Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on key personnel and the loss of one or more of those key personnel may materially and adversely affect our prospects.

Our performance is largely dependent on the talents and efforts of highly skilled individuals. There is intense competition in the financial services industry for qualified employees. In addition, we face increasing competition with businesses outside the financial services industry for the most highly skilled individuals. Our business operations could be adversely affected if we were unable to attract new employees and retain and motivate our existing employees.

Risks Related to Our Wealth Management Business

Revenues and profitability from our wealth management business may be adversely affected by any reduction in assets under management, which could reduce fees earned.

The wealth management business derives the majority of its revenue from non-interest income, which consists of trust, investment advisory and other servicing fees. Substantial revenues are generated from investment management contracts with clients. Under these contracts, the investment advisory fees paid to us are typically based on the market value of assets under management. Assets under management may decline for various reasons including declines in the market value of the assets, which could be caused by price declines in the securities markets. Assets under management may also decrease due to redemptions and other withdrawals by clients or termination of contracts. This could be in response to adverse market conditions or in pursuit of other investment opportunities. If the assets under management we supervise decline and there is a related decrease in fees, it will negatively affect our results of operations.

We may not be able to attract and retain wealth management clients.

Due to strong competition, our wealth management business may not be able to attract and retain clients. Competition is strong because there are numerous well-established and successful investment management and wealth advisory firms with which we compete, including commercial banks and trust companies, investment advisory firms, mutual fund companies, stock brokerage firms, and other financial companies. Many of our competitors have greater resources than we have. Our ability to successfully attract and retain wealth management clients is dependent upon our ability to compete with competitors’ investment products, level of investment performance, client services and marketing and distribution capabilities. If we are not successful, our results of operations and financial condition may be negatively impacted.

The wealth management industry is subject to extensive regulation, supervision and examination by regulators, and any enforcement action or adverse changes in the laws or regulations governing our business could decrease our revenues and profitability.

The wealth management business is subject to regulation by a number of regulatory agencies that are charged with safeguarding the integrity of the securities and other financial markets and with protecting the interests of customers participating in those markets. In the event of non-compliance with regulation, governmental regulators, including the SEC and the Financial Industry Regulatory Authority, may institute administrative or judicial proceedings that may result in censure, fines, civil penalties, the issuance of cease-and-desist orders or the deregistration or suspension of the non-compliant broker-dealer or investment adviser or other adverse consequences. The imposition of any such penalties or orders could have a material adverse effect on the wealth management segment's operating results and financial condition. We may be adversely affected as a result of new or revised legislation or regulations. Regulatory changes have imposed and may continue to impose additional costs, which could adversely impact our profitability.

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Item 1B. UNRESOLVED ST AFF COMMENTS

None.

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Item 2. PR OPERTIES

The Company owns eight branches and leases eight branches. The Company also leases an administrative and operations office building in Bedminster, New Jersey, private banking offices in Princeton and Teaneck, New Jersey and New York City and wealth offices in Greenville, Delaware, Morristown, New Providence, Red Bank and Summit, New Jersey and Bonita Springs, Florida.

Item 3. LEGAL PROCEEDINGS

In the normal course of business, lawsuits and claims may be brought against the Company and its subsidiaries. Currently, there are no pending or threatened litigation or proceedings against the Company or its subsidiaries, which assert claims that if adversely decided, we believe would have a material adverse effect on the Company.

Item 4. MINE SAF ETY DISCLOSURE

Not applicable.

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PART II

Item 5. MARKET FOR REGIST RANT'S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of the Company is traded on the NASDAQ Global Select Market under the symbol “PGC”. On March 3, 2025, there were approximately 1,206 registered shareholders of record.

Stock Performance Graph

The following graph compares the cumulative total return on a hypothetical $100 investment made on December 31, 2019 (Five Year Total Return Performance), in (a) the Company’s common stock; (b) the KBW NASDAQ Regional Banking Index (top 50 U.S. banks); and (c) the Proxy Peer Group. The graph is calculated assuming that all dividends are reinvested during the relevant periods.

The KBW NASDAQ Regional Banking Index is comprised of the largest money center banks in the U.S. (i.e. those included in the KBW NASDAQ Bank Index), but also includes smaller regional banks. The Peer Group is comprised of the bank peer group included in the Company’s 2024 Proxy that the Company utilized for monitoring its executive compensation. (Note that banks that have since been acquired or did not file their required reports on a timely basis have been excluded.)

The Peer Group consists of: Arrow Financial Corporation, Cambridge Bancorp, Customers Bancorp, Inc., Dime Community Bancshares, Inc., Eagle Bancorp, Inc., Enterprise Bancorp, Inc., Lakeland Bancorp, Inc. (included through 5/15/2024 when it was acquired by Provident Financial Services), OceanFirst Financial Corp., Orrstown Financial Services, Inc., Peoples Financial Services Corp., Provident Financial Services, Inc., Sandy Spring Bancorp, Inc., The First of Long Island Corporation, Tompkins Financial Corporation, Univest Financial Corporation, and Washington Trust Bancorp, Inc.

The Company believes each of these indexes/groups are more closely aligned with the operations of the Company.

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		Period Ended
Index		12/31/19				12/31/20				12/31/21				12/31/22				12/31/23				12/31/24
Peapack-Gladstone Financial Corporation		$	100.00			$	74.42			$	116.48			$	123.17			$	99.38			$	107.60
KBW NASDAQ Regional Banking Index			100.00				91.29				124.74				116.10				115.64				130.90
Peer Group			100.00				81.50				123.32				103.05				95.55				103.79

Stock Repurchases

The following table sets forth information for the quarter ended December 31, 2024 with respect to common shares repurchased and common shares withheld to satisfy withholding obligations upon the exercise of stock options and vesting of restricted stock awards/units.

		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs				Total Number of Shares Withheld (1)				Average Price Paid Per Share				Maximum Number of Shares That May Yet Be Purchased Under the Plans Or Programs (2)
October 1, 2024 -
October 31, 2024			—				—			$	—				177,673
November 1, 2024 -
November 30, 2024			—				—				—				177,673
December 1, 2024 -
December 31, 2024			—				451				35.37				177,673
Total			0				451			$	35.37

Sales of Unregistered Securities

On September 1, 2019, the Company acquired Point View, a registered investment adviser (“RIA”) in Summit, New Jersey, which had approximately $325 million of assets under management at closing for cash and stock due on closing, and contingent post-closing payments of common stock based upon Point View’s post-acquisition performance. The contingent payments, to the extent earned, were payable on or about September 15 of 2020, 2021, 2022 and 2023. The Company issued 14,220 shares of Company common stock to the Point View shareholder on each of September 17, 2021, and September 19, 2022. On August 8, 2023, the Company issued 19,197 shares of Company common stock to the Point View shareholder. These Company shares were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act.

Item 6. [RES ERVED]

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS O F FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS : This Annual Report on Form 10-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about Management’s confidence, strategies and expectations about new and existing programs and products, investments, relationships, financial results and operations, opportunities and market conditions. These statements may be identified by such forward-looking terminology as “expect,” “look,” “believe,” “anticipate,” “may,” or similar statements or variations of such terms. Actual results may differ materially from such

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forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

Except as may be required by applicable law or regulation, the Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations. Although we believe that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES: Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Note 1 to the Company’s Audited Consolidated Financial Statements contains a summary of the Company’s significant accounting policies.

The Company's determination of the allowance for credit losses involves a higher degree of complexity and requires Management to make difficult and subjective judgments, which often require assumptions or estimates about highly uncertain matters. Changes in the methodology for determining the allowance for credit losses or in these judgments, assumptions or

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estimates could materially impact results of operations. This critical policy and its application are periodically reviewed with the Audit Committee and the Board of Directors.

On January 1, 2022, the Company adopted ASU 2016-13 (Topic 326), which replaced the incurred loss methodology with current expected credit losses ("CECL") for financial instruments measured at amortized cost and other commitments to extend credit. The allowance for credit losses is a valuation allowance of Management’s estimate of expected credit losses in the loan portfolio. The process to determine expected credit losses utilizes analytic tools and Management judgment and is reviewed on a quarterly basis. When Management is reasonably certain that a loan balance is not fully collectable, an analysis is completed whereby a specific reserve may be established or a full or partial charge off is recorded against the allowance. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance via a quantitative analysis, which considers available information from internal and external sources related to past loan loss and prepayment experience and current conditions, as well as the incorporation of reasonable and supportable forecasts. Management evaluates a variety of factors, including available published economic information, in arriving at its forecasts. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. Also included in the allowance for credit losses are qualitative reserves that are expected, but, in the Management’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors may include, among others, changes in lending policies and procedures, size and composition of the portfolio, experience and depth of Management and the effect of external factors such as competition and legal and regulatory requirements, among others. The allowance is available for any loan that, in Management’s judgment, should be charged off.

Although Management uses the best information available, the level of the allowance for credit losses remains an estimate, which is subject to significant judgment and short-term change. Various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit losses. Such agencies may require the Company to make additional provisions for credit losses based upon information available to them at the time of their examination. Furthermore, the majority of the Company’s loans are secured by real estate in New Jersey and the boroughs of New York City. Accordingly, the collectability of a substantial portion of the carrying value of the Company’s loan portfolio is susceptible to changes in local market conditions and any adverse economic conditions. Future adjustments to the provision for credit losses and allowance for credit losses may be necessary due to economic, operating, regulatory and other conditions beyond the Company’s control.

The Company’s quantitative component of its allowance for credit losses for collectively evaluated loans is calculated with an economic forecast sourced from Moody’s. Management performed a hypothetical sensitivity analysis to understand the impact of changes in the economic forecast as a key input in our calculation of the allowance for credit losses for collectively evaluated loans. Within the various economic scenarios considered for this hypothetical sensitivity analysis, as of December 31, 2024, the quantitative estimate of the allowance for credit loss for collectively evaluated loans would increase by approximately $23 million under sole consideration of an adverse Moody’s economic forecast, which when stressed, resulted in the national unemployment rate increasing to 8.2 percent and negative growth for national GDP of approximately 2.5 percent. The hypothetical sensitivity calculation reflects the sensitivity of the modeled allowance estimate to macroeconomic forecast data but lacks other qualitative overlays and other qualitative adjustments that are part of the quarterly allowance calculation process. As such, this does not necessarily reflect the nature and extent of future changes in the allowance for reasons including increases or decreases in qualitative adjustments, changes in the risk profile, size and composition of the loan portfolio, changes in the severity of the macroeconomic scenario and the range of scenarios under management consideration.

The Company accounts for its debt securities in accordance with ASC 320, “Investments - Debt Securities” and equity securities in accordance with ASC 321, “Investments – Equity Securities”. All securities classified as available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income/(loss), net of tax. Securities classified as held to maturity are carried at amortized cost. The Company’s investment in a CRA investment fund is classified as an equity security. In accordance with ASU 2016-01, “Financial Instruments” unrealized holding gains and losses for equity securities are marked to market through the income statement.

OVERVIEW: The following discussion and analysis is intended to provide information about the financial condition and results of operations of the Company and its subsidiaries on a consolidated basis and should be read in conjunction with the consolidated financial statements and the related notes and supplemental financial information appearing elsewhere in this report.

For the year ended December 31, 2024, the Company recorded net income of $33.0 million, and diluted earnings per share of $1.85, compared to $48.9 million and $2.71, respectively, for 2023, reflecting decreases of $15.9 million, or 32 percent, and $0.86 per share, or 32 percent, respectively. During 2024, the Company continued to focus on executing its Strategic Plan, which included ongoing investment in our private banking model. During 2024, the Company hired a team of

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experienced professionals to gain entry into the New York City market. The Company's New York City initiative has resulted in approximately $950 million in new customer relationship deposits. The Strategic Plan calls for expansion of the Company’s wealth management business, organically and through acquisitions, and also expansion of the Company’s commercial and industrial (“C&I”) lending platform, through the use of private bankers, who lead with deposit gathering and wealth management discussions.

The following are selected highlights from 2024:

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EARNINGS SUMMARY : The following table presents certain key aspects of our performance for the years ended December 31, 2024, 2023 and 2022.

		At or for the Years Ended December 31,												Change
(Dollars in thousands, except share and per share data)		2024				2023				2022				2024 vs 2023				2023 vs 2022
Results of Operations:
Interest income		$	327,801			$	304,010			$	211,875			$	23,791			$	92,135
Interest expense			178,795				147,921				35,795				30,874				112,126
Net interest income			149,006				156,089				176,080				(7,083	)			(19,991	)
Provision for credit losses			7,500				14,091				6,353				(6,591	)			7,738
Net interest income after provision for credit losses			141,506				141,998				169,727				(492	)			(27,729	)
Wealth management fee income			61,458				55,747				54,651				5,711				1,096
Other income			17,664				17,831				11,766				(167	)			6,065
Total operating expense			175,676				148,295				133,800				27,381				14,495
Income before income tax expense			44,952				67,281				102,344				(22,329	)			(35,063	)
Income tax expense			11,964				18,427				28,098				(6,463	)			(9,671	)
Net income		$	32,988			$	48,854			$	74,246			$	(15,866	)		$	(25,392	)
Per Share Data:
Basic earnings per common share		$	1.87			$	2.74			$	4.09			$	(0.87	)		$	(1.35	)
Diluted earnings per common share			1.85				2.71				4.00				(0.86	)			(1.29	)
Cash dividends declared			0.20				0.20				0.20				—				—
Book value end-of-period			34.45				32.90				29.92				1.55				2.98
Average common shares outstanding			17,664,640				17,849,558				18,161,605				(184,918	)			(312,047	)
Common stock equivalents (dilutive)			175,121				199,494				406,493				(24,373	)			(206,999	)
Diluted average common shares outstanding			17,839,761				18,049,052				18,568,098				(209,291	)			(519,046	)
Average equity to average assets			8.97	%			8.70	%			8.56	%			0.27	%			0.14	%
Return on average assets			0.50				0.76				1.20				(0.26	)			(0.44	)
Return on average equity			5.61				8.77				14.02				(3.16	)			(5.25	)
Dividend payout ratio (A)			10.70				7.28				4.91				3.42				2.37
Net interest margin (B)			2.32				2.48				2.91				(0.16	)			(0.43	)
Noninterest expenses to average assets			2.68				2.32				2.16				0.36				0.16
Noninterest income to average assets			1.21				1.15				1.07				0.06				0.08
Balance sheet data (at period end):
Total assets		$	7,011,238			$	6,476,857			$	6,353,593			$	534,381			$	123,264
Securities held to maturity			101,635				107,755				102,291				(6,120	)			5,464
Securities available to sale			784,544				550,617				554,648				233,927				(4,031	)
Total loans			5,512,326				5,429,325				5,285,246				83,001				144,079
Allowance for credit losses			72,992				65,888				60,829				7,104				5,059
Total deposits			6,129,022				5,274,114				5,205,164				854,908				68,950
Total shareholders’ equity			605,849				583,681				532,980				22,168				50,701
Cash dividends:
Common			3,530				3,558				3,645				(28	)			(87	)
Assets under management and/or administration (market value)		$ 11.9 billion				$ 10.9 billion				$ 9.9 billion				$ 1.0 billion				$ 1.0 billion

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		At or for the Years Ended December 31,												Change
		2024				2023				2022				2024 vs 2023				2023 vs 2022
Asset quality ratios (at period end):
Nonperforming loans to total loans			1.82	%			1.13	%			0.36	%			0.69	%			0.77	%
Nonperforming assets to total assets			1.43				0.95				0.30				0.48				0.65
Allowance for credit losses to nonperforming loans			72.87				107.44				320.59				(34.57	)			(213.15	)
Allowance for credit losses to total loans			1.32				1.21				1.15				0.11				0.06
Net charge-offs to average loans plus other real estate owned			0.01				0.17				0.02				(0.16	)			0.15
Liquidity and capital ratios:
Average loans to average deposits			94.14	%			102.29	%			94.97	%			(8.15	)%			7.32	%
Total shareholders’ equity to total assets			8.64				9.01				8.39				(0.37	)			0.62
Selected Balance Sheet Ratios of the Company:
Regulatory total capital to risk-weighted assets			14.84	%			14.95	%			14.73	%			(0.11	)%			0.22	%
Regulatory leverage ratio			9.01				9.19				8.90				(0.18	)			0.29
Noninterest bearing deposits to total deposits			18.16				18.16				23.94				(0.00	)			(5.78	)
Time deposits to total deposits			8.01				10.85				7.11				(2.84	)			3.74

(A) Dividend payout ratio is calculated by dividing cash dividends by net income.

(B) Net interest income on a fully tax equivalent basis as a percentage of total average interest-earning assets.

2024 compared to 2023

The Company recorded net income of $33.0 million and diluted earnings per share of $1.85 for the year ended December 31, 2024, compared to net income of $48.9 million and diluted earnings per share of $2.71 for the year ended December 31, 2023. These results produced a return on average assets of 0.50 percent and 0.76 percent for 2024 and 2023, respectively, and a return on average shareholders’ equity of 5.61 percent and 8.77 percent for 2024 and 2023, respectively.

The decrease in net income for 2024 was principally driven by increased operating expenses, which was principally attributable to the Company's expansion of our private banking model that offers a single point of contact for all banking services into New York City. The decrease in net income was also driven by a decline in net interest income due to net interest margin contraction as a result of higher deposit and borrowing rates experienced during 2024, partially offset by a decrease in provision for credit losses and an increase in wealth management fee income. The Company experienced positive momentum in net interest margin during the second half of 2024, as a result of paying down overnight borrowings with core deposit growth at a lower cost. During 2024, deposits grew $854.9 million, which included $155.0 million in noninterest-bearing demand deposits. Both market volatility and the higher interest rate environment resulted in a decline of $1.2 million in gain on sale of SBA loans to $1.2 million when compared to $2.4 million for 2023.

NET INTEREST INCOME AND NET INTEREST MARGIN

The primary source of the Company’s operating income is net interest income, which is the difference between interest and dividends earned on interest-earning assets and interest paid on interest-bearing liabilities. Interest-earning assets include loans, investment securities, interest-earning deposits and federal funds sold. Interest-bearing liabilities include interest-bearing checking, savings and time deposits, Federal Home Loan Bank advances, subordinated debt and other borrowings. Net interest income is determined by the difference between the average yields earned on interest-earning assets and the average cost of interest-bearing liabilities (“net interest spread”) and the relative amounts of interest-earning assets and interest-bearing liabilities. Net interest margin ("NIM") is calculated as net interest income as a percent of total interest-earning assets. The Company’s net interest income, spread and margin are affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows and levels of nonperforming assets.

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The following table compares the average balance sheets, interest rate spreads and net interest margins for the years ended December 31, 2024, 2023 and 2022 (on a fully tax-equivalent basis "FTE"):

Year Ended December 31, 2024
		Average				Income/Expense				Yield
(Dollars in thousands)		Balance				(FTE)				(FTE)
Assets:
Interest-earnings assets:
Investments:
Taxable (A)		$	849,933			$	23,402				2.75	%
Tax-exempt (A)(B)			—				—				—
Loans (B)(C):
Mortgages			582,024				23,017				3.95
Commercial mortgages			2,406,726				107,659				4.47
Commercial			2,216,401				151,610				6.84
Commercial construction			18,647				1,570				8.42
Installment			70,852				4,814				6.79
Home Equity			38,321				3,113				8.12
Other			246				25				10.16
Total loans			5,333,217				291,808				5.47
Federal funds sold			—				—				—
Interest-earning deposits			297,448				13,644				4.59
Total interest-earning assets			6,480,598				328,854				5.07	%
Noninterest-earning assets:
Cash and due from banks			8,517
Allowance for loan losses			(69,372	)
Premises and equipment			25,705
Other assets			110,938
Total noninterest-earning assets			75,788
Total assets		$	6,556,386
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Checking		$	3,149,550			$	118,497				3.76	%
Money markets			842,606				24,851				2.95
Savings			105,351				410				0.39
Certificates of deposit - retail and listing service			500,842				20,984				4.19
Subtotal interest-bearing deposits			4,598,349				164,742				3.58
Interest-bearing demand - brokered			10,000				522				5.22
Certificates of deposit - brokered			58,425				2,950				5.05
Total interest-bearing deposits			4,666,774				168,214				3.60
Borrowed funds			65,299				3,848				5.89
Finance lease liability			2,207				89				4.03
Subordinated debt			133,413				6,644				4.98
Total interest-bearing liabilities			4,867,693				178,795				3.67	%
Noninterest-bearing liabilities:
Demand deposits			998,497
Accrued expenses and other liabilities			102,197
Total noninterest-bearing liabilities			1,100,694
Shareholders’ equity			587,999
Total liabilities and shareholders’ equity		$	6,556,386
Net interest income						$	150,059
Net interest spread											1.40	%
Net interest margin (D)											2.32	%

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Year Ended December 31, 2023
		Average				Income/Expense				Yield
(Dollars in thousands)		Balance				(FTE)				(FTE)
Assets:
Interest-earnings assets:
Investments:
Taxable (A)		$	800,811			$	19,743				2.47	%
Tax-exempt (A)(B)			1,251				50				4.00
Loans (B)(C):
Mortgages			562,488				19,733				3.51
Commercial mortgages			2,494,427				108,819				4.36
Commercial			2,254,617				144,141				6.39
Commercial construction			10,115				918				9.08
Installment			51,929				3,454				6.65
Home Equity			34,332				2,624				7.64
Other			257				29				11.28
Total loans			5,408,165				279,718				5.17
Federal funds sold			—				—				—
Interest-earning deposits			146,977				6,075				4.13
Total interest-earning assets			6,357,204				305,586				4.81	%
Noninterest-earning assets:
Cash and due from banks			8,973
Allowance for loan losses			(64,149	)
Premises and equipment			23,986
Other assets			79,192
Total noninterest-earning assets			48,002
Total assets		$	6,405,206
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Checking		$	2,777,390			$	88,829				3.20	%
Money markets			862,686				18,432				2.14
Savings			124,538				229				0.18
Certificates of deposit - retail and listing service			400,155				11,736				2.93
Subtotal interest-bearing deposits			4,164,769				119,226				2.86
Interest-bearing demand - brokered			13,973				611				4.37
Certificates of deposit - brokered			67,998				3,038				4.47
Total interest-bearing deposits			4,246,740				122,875				2.89
Borrowed funds			337,777				18,204				5.39
Finance lease liability			4,018				191				4.75
Subordinated debt			133,127				6,651				5.00
Total interest-bearing liabilities			4,721,662				147,921				3.13	%
Noninterest-bearing liabilities:
Demand deposits			1,040,403
Accrued expenses and other liabilities			86,193
Total noninterest-bearing liabilities			1,126,596
Shareholders’ equity			556,948
Total liabilities and shareholders’ equity		$	6,405,206
Net interest income						$	157,665
Net interest spread											1.68	%
Net interest margin (D)											2.48	%

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Year Ended December 31, 2022
		Average				Income/Expense				Yield
(Dollars in thousands)		Balance				(FTE)				(FTE)
Assets:
Interest-earnings assets:
Investments:
Taxable (A)		$	803,982			$	13,854				1.72	%
Tax-exempt (A)(B)			3,521				137				3.89
Loans (B)(C):
Mortgages			513,189				15,165				2.96
Commercial mortgages			2,478,891				87,488				3.53
Commercial			2,046,735				90,225				4.41
Commercial construction			12,600				533				4.23
Installment			36,685				1,447				3.94
Home Equity			37,755				1,656				4.39
Other			274				26				9.49
Total loans			5,126,129				196,540				3.83
Federal funds sold			—				—				—
Interest-earning deposits			171,491				2,763				1.61
Total interest-earning assets			6,105,123			$	213,294				3.49	%
Noninterest-earning assets:
Cash and due from banks			8,046
Allowance for loan losses			(60,037	)
Premises and equipment			23,312
Other assets			111,893
Total noninterest-earning assets			83,214
Total assets		$	6,188,337
Liabilities and shareholders’ equity:
Interest-bearing deposits:
Checking		$	2,363,412			$	17,861				0.76	%
Money markets			1,253,032				6,113				0.49
Savings			162,396				26				0.02
Certificates of deposit - retail and listing service			397,128				2,971				0.75
Subtotal interest-bearing deposits			4,175,968				26,971				0.65
Interest-bearing demand – brokered			84,178				1,579				1.88
Certificates of deposit – brokered			29,778				942				3.16
Total interest-bearing deposits			4,289,924				29,492				0.69
Borrowed funds			26,631				600				2.25
Finance lease liability			5,241				250				4.77
Subordinated debt			132,839				5,453				4.10
Total interest-bearing liabilities			4,454,635				35,795				0.80	%
Noninterest-bearing liabilities:
Demand deposits			1,107,943
Accrued expenses and other liabilities			96,331
Total noninterest-bearing liabilities			1,204,274
Shareholders’ equity			529,428
Total liabilities and shareholders’ equity		$	6,188,337
Net interest income						$	177,499
Net interest spread											2.69	%
Net interest margin (D)											2.91	%

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The effect of volume and rate changes on net interest income (on an FTE basis) for the periods indicated are shown below:

		Year Ended 2024 Compared with 2023												Year Ended 2023 Compared with 2022
										Net												Net
		Difference due to								Change In				Change In								Change In
		Change In:								Income/				Income/								Income/
(In Thousands):		Volume				Rate				Expense				Volume				Rate				Expense
ASSETS:
Investments		$	1,084			$	2,526			$	3,610			$	387			$	5,415			$	5,802
Loans			(2,854	)			14,944				12,090				13,914				69,264				83,178
Federal funds sold			—				—				—				—				—				—
Interest-earning deposits			6,826				743				7,569				(446	)			3,758				3,312
Total interest income		$	5,056			$	18,213			$	23,269			$	13,855			$	78,437			$	92,292
LIABILITIES:
Checking		$	13,624			$	16,044			$	29,668			$	6,623			$	64,345			$	70,968
Money market			747				5,672				6,419				(2,313	)			14,632				12,319
Savings			(40	)			221				181				(32	)			235				203
Certificates of deposit - retail			3,414				5,834				9,248				23				8,742				8,765
Certificates of deposit - brokered			(457	)			369				(88	)			1,586				510				2,096
Interest bearing demand brokered			(193	)			104				(89	)			(1,995	)			1,027				(968	)
Borrowed funds			(15,782	)			1,426				(14,356	)			13,168				4,436				17,604
Finance lease liability			(76	)			(26	)			(102	)			(58	)			(1	)			(59	)
Subordinated debt			16				(23	)			(7	)			16				1,182				1,198
Total interest expense		$	1,253			$	29,621			$	30,874			$	17,018			$	95,108			$	112,126
Net interest income		$	3,803			$	(11,408	)		$	(7,605	)		$	(3,163	)		$	(16,671	)		$	(19,834	)

2024 compared to 2023

Net interest income, on a fully tax-equivalent basis, declined $7.6 million, or 5 percent, in 2024 to $150.1 million compared to $157.7 million in 2023. The net interest margin ("NIM") was 2.32 percent and 2.48 percent for the years ended December 31, 2024 and 2023, respectively, a decrease of 16 basis points year over year. The decrease in net interest income, on a fully tax-equivalent basis, and NIM for 2024 when compared to 2023 was predominately due to a rapid increase in interest expense mostly driven by higher deposit rates, partially offset by a decrease in the average balance of borrowed funds and an increase in loan yields and the average balance of interest-earning deposits. The Federal Reserve monetary policy intended to slow inflation led to a significant increase in interest rates, particularly rates impacting short term investments and deposits. This resulted in an inversion of the U.S. Treasury yield curve for an extended period of time, driving an increase in deposit and borrowing costs at a faster rate than the yields on interest-earning assets. The Federal Reserve decreased the target Federal Funds rate by 100 basis points during the latter half of 2024, though the impact of these rate cuts had minimal immediate impacts on financial results.

The average balance of interest-earning assets increased by $123.4 million to $6.5 billion at December 31, 2024 compared to $6.4 billion at 2023. The increase was predominately driven by growth in the average balance of investments of $47.9 million to $849.9 million and the growth in the average balance of interest-earning deposits of $150.5 million, which was offset by a decline in the average balance of loans of $75.0 million. The decline in the average balance of loans coupled with an increase of $378.1 million in the average balance of deposits contributed to growth in investments and interest-earning deposits in 2024.

Interest-earning deposits are an additional part of the Company's liquidity and interest rate risk management strategies. The combined average balance of these investments during the year ended December 31, 2024 was $297.4 million with an average yield of 4.59 percent as compared to $147.0 million and an average yield of 4.13 percent for 2023. The increase in the average yield for 2024 was due to the increase in the Federal Funds rate.

The decline in average balance of loans was primarily driven by a decline in commercial mortgages and commercial loans, offset slightly by growth in residential mortgages and installment loans. The average balance of commercial mortgages declined by $87.7 million to $2.4 billion in 2024 compared to $2.5 billion in 2023. The average balance of commercial loans declined by $38.2 million to $2.2 billion in 2024 as compared to $2.3 billion in 2023. The average balance of residential mortgages grew $19.5 million to $582.0 million for the year ended December 31, 2024 from $562.5 million for 2023. Additionally, the average balance of installment loans grew $18.9 million to $70.9 million for the year ended December 31,

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2024 from $51.9 million for 2023. The decline in the average balance of loans for 2024 was mostly a result of the Company tightening underwriting guidelines, pay downs of higher rate lines of credit and lower originations due to the higher interest rate environment.

For the 2024 and 2023 periods, the average yields earned on interest-earning assets were 5.07 percent and 4.81 percent, respectively, an increase year over year of 26 basis points. The increase in the yields on interest-earning assets was primarily due to the increase in target Federal Funds rate of 100 basis points during 2023 (525 basis points since the Federal Reserve commenced raising rates in March 2022). This resulted in an increased yield on loans of 30 basis points to 5.47 percent, 46 basis points on interest-bearing deposits to 4.59 percent and 28 basis points on investments to 2.75 percent for 2024 when compared to 2023.

The average yield on loans for the year ended December 31, 2024 compared to 2023 was driven by an increase in the yield on commercial loans, commercial mortgages and residential mortgages. The yield on commercial loans for the year ended December 31, 2024 increased 45 basis points to 6.84 percent from 6.39 percent for the year ended December 31, 2023. The average yield on commercial loans increased for 2024 due to an increase in the target Federal Funds rate, which had a greater impact on these loans, that are typically floating rates with short repricing periods. The average yield on commercial mortgages increased 11 basis points to 4.47 percent for the year ended December 31, 2024, when compared to 2023. The average yield on residential mortgages increased 44 basis points to 3.95 percent for the year ended December 31, 2024, when compared to 3.51 percent for 2023. The increase for both commercial and residential mortgages for 2024 were driven by the originations of loans with higher yields in the current higher interest rate environment. As of December 31, 2024, 32 percent of all loans will reprice within one month, 37 percent within three months and 49 percent within one year.

The average balance of interest-bearing liabilities totaled $4.9 billion for 2024 representing an increase of $146.0 million, or 3 percent, from $4.7 billion in 2023. The increase in interest-bearing liabilities was primarily due to an increase in the average balance of interest-bearing deposits of $420.0 million to $4.67 billion in 2024 from $4.23 billion in 2023. This increase was partially offset by a decrease in overnight borrowings of $272.5 million to $65.3 million in 2024 from $337.8 million in 2023.

The increase in the average balance of interest-bearing deposits was primarily due to an increase of interest-bearing checking accounts of $372.2 million to $3.15 billion from $2.78 billion and an increase of certificates of deposits of $91.1 million to $559.3 million from $468.2 million, partially offset by decreases of money market and savings deposits of $39.3 million in 2024. The increase in interest-bearing checking deposits was principally attributable to client demand for FDIC insured products, which we can offer through a reciprocal deposit program. The Company added short-term customer CDs to provide additional liquidity and replace brokered deposit run-off. The decrease in savings and money market accounts included clients shifting balances into higher-yielding short-term Treasuries and interest-bearing checking accounts. The expansion into New York City was a significant driver of deposit growth and reduced the Company's reliance on overnight borrowings, brokered deposits and other high cost funding sources while shifting funding into lower cost, relationship deposits.

The Company is a participant in the Reich & Tang demand Deposit Marketplace ("DDM") program and the Promontory Program. The Company uses these deposit sweep services to place customer funds into interest-bearing demand (checking) accounts at other participating banks. Customer funds are placed at one or more participating banks to ensure that each deposit customer is eligible for the full amount of FDIC insurance. As a participant, the Company receives an equal amount of reciprocal deposits from other participating banks. Such average reciprocal deposit balances were $1.3 billion and $862.5 million for 2024 and 2023, respectively.

At December 31, 2024, uninsured/unprotected deposits were approximately $1.6 billion, or 26 percent of total deposits. This amount was adjusted to exclude $339 million of public fund deposit balances, which are fully-collateralized and protected with securities and an FHLBNY letter of credit.

The decrease in the average balance of borrowings from $337.8 million to $65.3 million for 2024 was driven by the growth in client deposits led by the Company's expansion into New York City, which were used to pay down borrowings.

For the years ended December 31, 2024 and 2023, the cost of interest-bearing liabilities was 3.67 percent and 3.13 percent, respectively, reflecting an increase of 54 basis points. The increase was driven by an increase in the average cost of interest-bearing deposits of 71 basis points to 3.60 percent for 2024. The increase in deposit and borrowing rates was due to the Federal Reserve raising the target Federal Funds rate by 525 basis points since March 2022 and a change in the composition of the deposit portfolio. The cost of borrowings increased by 50 basis points to 5.89 percent in 2024 from 5.39 percent for 2023.

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INVESTMENT SECURITIES: Investment securities classified as held to maturity are those securities that the Company has both the ability and intent to hold to maturity. These securities are carried at amortized cost. Investment securities classified as available for sale are purchased, sold and/or maintained as a part of the Company’s overall balance sheet, liquidity and interest rate risk management strategies, and in response to changes in interest rates, liquidity needs, prepayment speeds and/or other factors. These securities are carried at estimated fair value, and unrealized changes in fair value are recognized as a separate component of shareholders’ equity, net of income taxes. Realized gains and losses are recognized in income at the time the securities are sold. Equity securities are carried at fair value with unrealized gains and losses recorded in non-interest income as incurred.

At December 31, 2024, the Company had investment securities held to maturity with a carrying cost of $101.6 million and an estimated fair value of $88.7 million compared with a carrying cost of $107.8 million and an estimated fair value of $94.4 million at December 31, 2023.

At December 31, 2024, the Company had investment securities available for sale with an estimated fair value of $784.5 million compared with $550.6 million at December 31, 2023. The increase was due to the use of excess liquidity for purchases, primarily of residential mortgage-backed securities, as deposit growth outpaced loan growth during 2024. A net unrealized loss (net of income tax) of $72.1 million and a net unrealized loss (net of income tax) of $69.2 million were included in shareholders’ equity at December 31, 2024 and 2023, respectively.

The Company had one equity security (a CRA investment security) with a fair value of $13.0 million and $13.2 million at December 31, 2024 and 2023, respectively, with changes in fair value recognized in the Consolidated Statements of Income. The Company recorded an unrealized loss of $125,000 for the year ended December 31, 2024, as compared to a $181,000 unrealized gain for the year ended December 31, 2023. Additionally, the Company sold its Visa B shares, which resulted in a positive fair value adjustment to equity securities of $953,000 recognized in the Consolidated Statement of Income during the year ended December 31, 2024.

The amortized cost and fair value of investment securities held to maturity and available for sale at December 31, 2024, 2023 and 2022 are shown below:

		2024								2023								2022
(In thousands)		Amortized Cost			Estimated Fair Value					Amortized Cost			Estimated Fair Value					Amortized Cost			Estimated Fair Value
Investment securities - held to maturity:
U.S. government-sponsored agencies		$	40,000		$	37,334				$	40,000		$	36,631				$	40,000		$	35,437
Mortgage-backed securities-residential (principally U.S. government-sponsored entities)			61,635			51,316					67,755			57,784					62,291			51,750
Total investment securities - held to maturity		$	101,635		$	88,650				$	107,755		$	94,415				$	102,291		$	87,187
Investment securities - available for sale:
U.S. government-sponsored agencies		$	244,813		$	196,914				$	244,794		$	197,691				$	244,774		$	190,542
Mortgage-backed securities-residential (principally U.S. government-sponsored entities)			595,789			548,612					363,893			320,796					372,471			325,738
SBA pool securities			27,772			24,482					27,148			23,404					31,934			27,427
State and political subdivision			—			—					—			—					1,866			1,849
Corporate bond			15,500			14,536					10,000			8,726					10,000			9,092
Total investment securities - available for sale		$	883,874		$	784,544				$	645,835		$	550,617				$	661,045		$	554,648
Total investment securities		$	985,509		$	873,194				$	753,590		$	645,032				$	763,336		$	641,835

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The following table presents the contractual maturities and yields of debt securities held to maturity and available for sale as of December 31, 2024. The weighted average yield is a computation of income within each maturity range based on the amortized cost of securities:

						After 1				After 5
						But				But				After
		Within				Within				Within				10
(Dollars in thousands)		1 Year				5 Years				10 Years				Years				Total
Investment securities - held to maturity:
U.S. government-sponsored agencies		$	—			$	40,000			$	—			$	—			$	40,000
			—	%			1.53	%			—	%			—	%			1.53	%
Mortgage-backed securities-		$	—			$	—			$	—			$	61,635			$	61,635
residential (A)			—	%			—	%			—	%			2.19	%			2.19	%
Total investment securities - held to maturity		$	—			$	40,000			$	—			$	61,635			$	101,635
			—	%			1.53	%			—	%			2.19	%			1.93	%
Investment securities - available for sale:
U.S. government-sponsored agencies		$	—			$	39,764			$	108,557			$	48,593			$	196,914
			—	%			1.23	%			1.56	%			1.77	%			1.56	%
Mortgage-backed securities-		$	50,148			$	16,749			$	29,720			$	451,995			$	548,612
residential (A)			5.16	%			2.76	%			3.13	%			3.88	%			3.92	%
SBA pool securities		$	—			$	2,157			$	9,786			$	12,539			$	24,482
			—	%			3.16	%			3.22	%			1.44	%			2.24	%
Corporate bond		$	—			$	—			$	14,536			$	—			$	14,536
			—	%			—	%			6.32	%			—	%			6.32	%
Total investment securities - available for sale		$	50,148			$	58,670			$	162,599			$	513,127			$	784,544
			5.16	%			1.72	%			2.30	%			3.58	%			3.25	%
Total investment securities		$	50,148			$	98,670			$	162,599			$	574,762			$	886,179
			5.16	%			1.64	%			2.30	%			3.43	%			3.10	%

LOANS: The loan portfolio represents the largest portion of the Company’s interest-earning assets and is the primary source of interest income. Loans are primarily originated in New Jersey and the boroughs of New York City and, to a lesser extent, Pennsylvania and Delaware. The Company also offers equipment financing loan and leases that are originated nationally. As of December 31, 2024, 43 percent of the total loan portfolio consisted of C&I loans (including equipment financing), 33 percent of multifamily loans, 11 percent of commercial mortgages and 11 percent of residential mortgages.

Total loans were $5.5 billion and $5.4 billion at December 31, 2024 and 2023, respectively, an increase of $83.0 million, over the previous year. Residential loans increased $36.5 million to $614.8 million at December 31, 2024 from $578.3 million at December 31, 2023. Multifamily mortgage loans were $1.8 billion at December 31, 2024, a decrease of $36.6 million, or 2 percent, when compared to $1.8 billion at December 31, 2023. During 2024, commercial mortgages decreased $49.5 million to $588.1 million when compared to $637.6 million for 2023. Commercial loans, which includes equipment financing, totaled $2.4 billion at December 31, 2024. This was an increase of $128.6 million, or 6 percent, when compared to December 31, 2023.

The Company originates loans that are partially guaranteed by the SBA, to provide working capital and/or, finance the purchase of equipment, inventory or commercial real estate and that could be used for start-up and smaller businesses. All SBA loans are underwritten and documented as prescribed by the SBA. The Company generally sells the guaranteed portion of the SBA loans in the secondary market, with the non-guaranteed portion held in the loan portfolio. During 2024, the Bank sold $15.0 million of the guaranteed portion of SBA loans into the secondary market. As of December 31, 2024, the balance of the non-guaranteed portion of SBA loans held on our balance sheet totaled $41.9 million and was included in commercial loans.

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The following table presents the contractual repayments of the loan portfolio, by loan type, at December 31, 2024:

										After 5 But
		Within				After 1 But				Within				After
(In thousands)		One Year				Within 5 Years				15 Years				15 Years				Total
Residential mortgage		$	1,876			$	20,617			$	67,327			$	525,020			$	614,840
Commercial mortgage (including multifamily)			166,465				808,053				1,377,248				36,092				2,387,858
Commercial loans (including equipment financing)			467,405				1,292,122				537,464				92,114				2,389,105
Commercial construction			—				—				—				—				—
Home equity lines of credit			492				—				1,767				40,068				42,327
Consumer and other loans			4,109				32,413				4,143				37,531				78,196
Total loans		$	640,347			$	2,153,205			$	1,987,949			$	730,825			$	5,512,326

The following table presents the loans, by loan type, that have a fixed interest rate and an adjustable interest rate due after one year:

		Fixed				Adjustable
(In thousands)		Interest Rate				Interest Rate
Residential mortgage		$	604,798			$	8,166
Commercial mortgage (including multifamily)			1,818,167				403,226
Commercial loans (including equipment financing)			995,287				926,413
Commercial construction			—				—
Home equity lines of credit			—				41,835
Consumer and other loans			4,703				69,384
Total loans		$	3,422,955			$	1,449,024

The Company has not made nor invested in subprime loans or “Alt-A” type mortgages.

The geographic breakdown of the multifamily portfolio, net of participated multifamily loans, at December 31, 2024 was as follows:

(Dollars in thousands)
New York		$	988,749				55	%
New Jersey			539,844				30
Pennsylvania			212,190				12
Other			58,971				3
Total Multifamily		$	1,799,754				100	%

A further breakdown of the multifamily portfolio by county within each respective State was as follows:

New Jersey						New York						Pennsylvania
Essex County			27	%		Bronx County			47	%		Philadelphia County			61	%
Hudson County			24			Kings County			25			Lehigh County			15
Union County			19			New York County			18			York County			12
Morris County			9			Westchester County			5			Lycoming County			4
Bergen County			9			All other NY counties			5			Bucks County			3
Monmouth County			3									All other PA counties			5
All other NJ counties			9
Total			100	%		Total			100	%		Total			100	%

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Principal types of owner occupied commercial real estate properties (by Call Report code), included in commercial mortgage loans on the balance sheet, at December 31, 2024 were:

(Dollars in thousands)
Office Buildings/Office Condominiums		$	65,242				24	%
Industrial (including Warehouse)			62,134				23
Medical Offices			42,477				15
Retail Buildings/Shopping Centers			37,207				13
Other Owner Occupied CRE Properties			68,029				25
Total Owner Occupied CRE Loans		$	275,089				100	%

Principal types of non-owner occupied commercial real estate properties (by Call Report code), at December 31, 2024 were as follows. These loans are included in commercial mortgage loans and commercial loans on the Company’s balance sheet.

(Dollars in thousands)
Healthcare		$	313,055				32	%
Retail Buildings/Shopping Centers			210,588				22
Office Buildings/Office Condominiums			95,275				10
Hotels and Hospitality			79,066				8
Medical Offices			67,515				7
Industrial (including Warehouse)			64,006				6
Mixed Use (Commercial/Residential)			62,277				6
Mixed Use (Retail/Office)			26,790				3
Other Non-Owner Occupied CRE Properties			59,864				6
Total Non-Owner Occupied CRE Loans		$	978,436				100	%

At December 31, 2024 and 2023, the Bank had a concentration in commercial real estate loans as defined by applicable regulatory guidance. The following table presents such concentration levels at December 31, 2024 and 2023:

		As of December 31,
		2024				2023
Multifamily mortgage loans as a percent of total regulatory capital of the Bank			225	%			238	%
Non-owner occupied commercial real estate loans as a percent of total regulatory capital of the Bank			122				137
Total CRE concentration			347	%			375	%

The Bank believes it addresses the key elements in the risk management framework laid out by its regulators for the effective management of CRE concentration risks.

GOODWILL: At both December 31, 2024 and 2023, goodwill was $36.2 million, primarily as a result of the acquisition of registered investment advisors related to the Company's Wealth Management Division. The Bank currently intends to continue to grow its wealth management business through growth in existing relationships, attraction of new clients and acquisitions. Future acquisitions could result in additional goodwill.

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DEPOSITS: The following table sets forth the details of total deposits as of December 31:

(Dollars in thousands)		2024								2023
Noninterest-bearing demand deposits		$	1,112,734				18.16	%		$	957,687				18.16	%
Interest-bearing checking (A)			3,334,269				54.40				2,882,193				54.65
Savings			103,136				1.68				111,573				2.12
Money market			1,078,024				17.59				740,559				14.04
Certificates of deposit - retail			483,998				7.90				443,791				8.41
Certificates of deposit - listing service			6,861				0.11				7,804				0.15
Subtotal deposits			6,119,022				99.84				5,143,607				97.53
Interest-bearing demand - Brokered			10,000				0.16				10,000				0.19
Certificates of deposit - Brokered			—				—				120,507				2.28
Total deposits		$	6,129,022				100.00	%		$	5,274,114				100.00	%

At December 31, 2024 and 2023, the Company reported total deposits of $6.1 billion and $5.3 billion, an increase of $854.9 million, or 16 percent. The Company’s strategy is to fund a majority of its loan growth with core deposits, which is an important factor in the generation of net interest income. The Company intentionally allowed $365 million in high cost, non-core relationship deposits to roll off during 2024. The increase in deposits was primarily due to increases of $155.0 million in noninterest-bearing demand deposits, $452.1 million in interest-bearing checking and $337.5 million in money market deposits. The growth in new client relationships was mainly driven by the expansion into New York City, an increase in retail deposits from our branch network; a focus on providing high-touch client service; and a full array of treasury management products that support core deposit growth. The Company has also successfully focused on:

At December 31, 2024, uninsured/unprotected deposits were approximately $1.57 billion, or 26 percent of total deposits. This amount was adjusted to exclude $339 million of public fund deposit balances, which are fully-collateralized by securities and an FHLBNY letter of credit. The Company continues to leverage interest rate swaps to extend the duration to the matched deposits. At December 31, 2024, the Company had transacted pay fixed, receive floating interest rate swaps totaling $360.0 million in notional amount.

The following table sets forth information concerning the composition of the Company’s average balance of deposits and average interest rates paid for the following years:

(Dollars in thousands)		2024								2023								2022
Noninterest-bearing demand		$	998,497				—	%		$	1,040,403				—	%		$	1,107,943				—	%
Checking			3,149,550				3.76				2,777,390				3.20				2,363,412				0.76
Savings			105,351				0.39				124,538				0.18				162,396				0.02
Money markets			842,606				2.95				862,686				2.14				1,253,032				0.49
Certificates of deposit - retail and listing service			500,842				4.19				400,155				2.93				397,128				0.75
Interest-bearing
Demand - brokered			10,000				5.22				13,973				4.37				84,178				1.88
Certificates of deposit - brokered			58,425				5.05				67,998				4.47				29,778				3.16
Total deposits		$	5,665,271				2.97	%		$	5,287,143				2.32	%		$	5,397,867				0.55	%

At December 31, 2024, the Company carried deposits that exceed the FDIC insurance limit of $250,000. At December 31, 2024, we had no deposits that were uninsured for any reason other than being in excess of the maximum amount for federal deposit insurance.

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The following table shows the maturity for certificates of deposit of $250,000 or more as of December 31, 2024 (in thousands):

Three months or less		$	41,728
Over three months through six months			16,583
Over six months through year			63,362
Over year			15,616
Total		$	137,289

FEDERAL HOME LOAN BANK ADVANCES AND OTHER BORROWINGS: As part of our overall funding and liquidity management program, from time to time we borrow from the Federal Home Loan Bank (the "FHLB").

		As of December 31,
(Dollars in thousands)		2024				2023				2022
Amount outstanding at end of the year		$	—			$	403,814			$	379,530
Weighted average interest rate end of the year			—	%			5.62	%			4.61	%
Average daily balance during the year		$	65,299			$	337,777			$	26,631
Weighted average interest rate during the year			5.89	%			5.39	%			2.25	%
Maximum month-end balance during the year		$	401,655			$	541,796			$	379,530

At December 31, 2024, the Company had no overnight borrowings. The Company had $403.8 million of overnight borrowings at the FHLB at a rate of 5.62 percent at December 31, 2023 compared to $379.5 million of overnight borrowings at the FHLB at a rate of 4.61 percent at December 31, 2022.

At December 31, 2024, unused short-term or overnight borrowing commitments totaled $1.8 billion from the FHLB, $22.0 million from correspondent banks and $2.0 billion from the Federal Reserve Bank.

SUBORDINATED DEBT: In December 2017, the Company issued $35.0 million in aggregate principal amount of fixed-to-floating subordinated notes (the “2017 Notes”) to certain institutional investors. The 2017 Notes have a stated maturity of December 15, 2027, and an interest rate that resets quarterly to a level equal to the then current three-month LIBOR rate plus 254 basis points, payable quarterly in arrears (which was 7.75 percent at December 31, 2024). Debt issuance costs incurred totaled $875,000 and are being amortized to maturity. The Company intends to fully redeem these notes, plus any accrued and unpaid interest on the redemption date of March 15, 2025.

In December 2020, the Company issued $100.0 million in aggregate principal amount of fixed to floating subordinated notes (the “2020 Notes”) to certain institutional investors. The 2020 Notes are non-callable for five years, have a stated maturity of December 22, 2030, and bear interest at a fixed rate of 3.50 percent per year until December 22, 2025. From December 23, 2025 to the maturity date or early redemption date, the interest rate will reset quarterly to a level equal to the then current three-month SOFR plus 326 basis points, payable quarterly in arrears. Debt issuance costs incurred totaled $1.9 million and are being amortized to maturity.

Subordinated debt is presented net of issuance cost on the Consolidated Statements of Condition. The subordinated debt issuances are included in the Company’s regulatory total capital amount and ratio.

ALLOWANCE FOR CREDIT LOSSES AND RELATED PROVISION : The allowance for credit losses ("ACL") was $73.0 million at December 31, 2024 compared to $65.9 million at December 31, 2023. The increase in the allowance for credit losses was primarily due to the recognition of a provision for credit losses of $7.5 million in 2024. The provision for credit losses was driven by specific reserves of $5.1 million associated with one freight-related credit totaling $20.3 million and specific reserves of $5.1 million recorded for seven multifamily property credits with outstanding balances totaling $37.8 million and certain qualitative adjustments in the CECL calculation made during the year ended December 31, 2024. At December 31, 2024, the allowance for credit losses as a percentage of total loans outstanding was 1.32 percent compared to 1.21 percent at December 31, 2023. The Company believes that the allowance for credit losses as of December 31, 2024 represents a reasonable estimate for probable incurred losses in the portfolio at that date.

The provision for credit losses was $7.5 million for 2024, $14.1 million for 2023 and $6.4 million for 2022. The decrease in the provision for credit losses for 2024 was primarily due to decreased levels of net charge-offs of $392,000, as compared to

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$9.1 million for 2023. Net charge-offs were lower as a result of $5.4 million in recoveries recorded on commercial loans in 2024. Net charge-offs for the year ended December 31, 2023 included charge-offs of $2.2 million of a previously established reserve on one multifamily loan and $5.6 million on one equipment finance relationship.

In determining an appropriate amount for the allowance, the Bank segments and aggregates the loan portfolio based on common characteristics. The following segments have been identified:

Risk characteristics associated with primary residential mortgage loans typically involve major living or lifestyle changes to the borrower, including unemployment or other loss of income; unexpected significant expenses, such as for major medical issues or catastrophic events; and divorce or death. In addition, residential mortgage loans that have adjustable rates could expose the borrower to higher debt service requirements in a rising interest rate environment. Further, real estate values could drop significantly and cause the value of the property to fall below the loan amount, creating additional potential exposure for the Bank.

Multifamily loans are expected to be repaid from the cash flows of the underlying property so the collective amount of rents must be sufficient to cover all operating expenses, maintenance, taxes and debt service. Increases in vacancy rates, interest rates or other changes in general economic conditions can have an impact on the borrower and their ability to repay the loan. Certain markets, such as the Boroughs of New York City, are rent regulated, and as such, feature rents that are below market rates. Generally, rent regulated properties are characterized by relatively stable

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occupancy levels and longer-term tenants. It is noted, however, that post Covid, New York City rent regulated buildings have had an increased level of non-paying tenants with a very protracted eviction process, which has negatively impacted rent collections. As a loan asset class for many banks, multifamily loans historically have experienced much lower historical loss rates compared to other types of commercial lending, however, given the stress on the New York rent regulated buildings, it is not clear if this will continue.

The Bank’s loan policy allows loan to appraised value ratios of up to 75 percent and the overall portfolio average loan to value ratio was approximately 62 percent at December 31, 2024 based on appraisals at the time of origination or at renewal or if any update is required per regulations. The majority of all new originations have a ten-year maturity with a repricing of the interest rate after five years.

Multifamily loan terms include prepayment penalties and generally require that the Bank escrow for real estate taxes. Multifamily loans will typically have a minimum debt service coverage ratio that provides for an adequate cushion for unexpected or uncertain events and changes in market conditions. In the loan underwriting process, the Bank requires an independent appraisal and review, appropriate environmental due diligence and an assessment of the property’s condition.

Multifamily properties generally present a lower level of risk as compared to investment commercial real estate projects given that there are a larger number of tenants in the property. The repayment of loans secured by multifamily real estate is typically dependent upon the successful operation of the related real estate property. If the cash flows from the property are reduced (for example, if tenants stop paying rent, leases are not obtained or renewed, or a bankruptcy court modifies a lease term), the borrower’s ability to repay the loan may be impaired.

d) Owner-Occupied Commercial Real Estate Loans . The Bank provides mortgage loans for owner-occupied commercial real estate properties in the Tri-State area and Pennsylvania.

The terms and conditions of all commercial mortgage loans are tailored to the specific attributes of the borrower and any guarantors as well as the nature of the property and loan purpose.

With an owner-occupied property, a detailed credit assessment is made of the operating business since its ongoing success and profitability will be the primary source of repayment. While owner-occupied properties include the real estate as collateral, the risk assessment of the operating business is more similar to the underwriting of commercial and industrial loans (described below). The Bank evaluates factors such as, but not limited to, the expected sustainability of profits and cash flows, the depth and experience of management and ownership, the nature of competition, and the impact of forces like regulatory change and evolving technology.

Commercial mortgage loans are generally made with an initial fixed rate with periodic rate resets every five or seven years over an underlying market index. Resets may not be automatic and subject to re-approval. Commercial mortgage loan terms include prepayment penalties and generally require that the Bank escrow for real estate taxes. The Bank requires an independent appraisal, an assessment of the property’s condition, and appropriate environmental due diligence. With all commercial real estate loans, the Bank’s standard practice is to require a depository relationship.

The terms and conditions of all commercial mortgage loans are tailored to the specific attributes of the borrower and any guarantors as well as the nature of the property and loan purpose. In the case of investment commercial real estate properties, the Bank reviews, among other things, the composition and mix of the underlying tenants, terms and conditions of the underlying tenant lease agreements, the resources and experience of the sponsor, and the condition and location of the subject property.

Commercial real estate loans are generally considered to have a higher degree of credit risk than multifamily loans as they may be dependent on the ongoing success and operating viability of a fewer number of tenants who are occupying the property and who may have a greater degree of exposure to various industry or economic conditions. To mitigate this risk, the Bank generally requires an assignment of leases, direct recourse to the owners, and a risk appropriate interest rate and loan structure. In underwriting an investment commercial real estate loan, the Bank evaluates the property’s historical operating income as well as its projected sustainable cash flows and generally requires a minimum debt service coverage ratio that provides for an adequate cushion for unexpected or uncertain events and changes in market conditions.

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Commercial mortgage loans are generally made with an initial fixed rate with periodic rate resets every five or seven years over an underlying market index. Resets may not be automatic and subject to re-approval. Commercial mortgage loan terms include prepayment penalties and generally require that the Bank escrow for real estate taxes. The Bank requires an independent appraisal, an assessment of the property’s condition, and appropriate environmental due diligence. With all commercial real estate loans, the Bank’s standard practice is to require a depository relationship.

Commercial and industrial loans are typically repaid by the cash flows generated by the borrower’s business. The primary risk characteristics are specific to the underlying business and its ability to generate sustainable profitability and resulting positive cash flows. Factors that may influence a business’ profitability include, but are not limited to, demand for its products or services, quality and depth of management, degree of competition, regulatory changes, and general economic conditions. Commercial and industrial loans are generally secured by business assets; however, the ability of the Bank to foreclose and realize sufficient value from the assets is often highly uncertain. To mitigate the risk characteristics of commercial and industrial loans, the Bank often requires more frequent reporting requirements from the borrower in order to better monitor its business performance.

Asset risk in PCC’s portfolio is generally recognized through changes to loan income, or through changes to lease- related income streams due to fluctuations in lease rates. Changes to lease income can occur when the existing lease contract expires, the asset comes off lease, or the business seeks to enter a new lease agreement. Asset risk may also change depreciation, resulting from changes in the residual value of the operating lease asset or through impairment of the asset carrying value, which can occur at any time during the life of the asset.

Credit risk in PCC’s portfolio generally results from the potential default of borrowers or lessees, which may be driven by customer specific or broader industry-related conditions. Credit losses can impact multiple parts of the income statement including an increase in the provision for credit losses, loss of interest/lease/rental income and/or via higher costs and expenses related to the repossession, refurbishment, re-marketing and or re-leasing of assets.

h ) Construction. The Bank selectively provides commercial construction loans for properties located in the Tri-state area. Risks common to commercial construction loans are cost overruns, inaccurate estimates of the time to complete construction, changes in market demand for property, inadequate long-term financing arrangements and declines in real estate values. Changes in market demand for property could lead to longer marketing times resulting in higher carrying costs, declining values, and higher interest rates.

i) Consumer and Other . These are loans to individuals for household, family and other personal expenditures as well as obligations of states and political subdivisions in the U.S. This also represents all other loans that cannot be categorized in any of the previous mentioned loan segments. Consumer loans generally have higher interest rates and shorter terms than residential loans but tend to have higher credit risk due to the depreciating nature of the collateral securing the loan or in some cases the absence of collateral.

Management believes that the underwriting guidelines previously described adequately address the primary risk characteristics. Further, the Bank has dedicated staff and resources to monitor and collect on any potentially problematic loans.

The adoption of CECL on January 1, 2022 resulted in an initial day 1 reduction of $5.5 million to the allowance for credit losses. The lower allowance was in part attributed to historically low charge-offs combined with the shorter duration of the loan portfolio employed in our CECL analysis. Further, the incurred loss method required significant qualitative factors, including factors related to COVID-19, and the use of a multiplier for potential losses on criticized and classified loans, neither of which are included within the CECL methodology. The CECL methodology utilizes less qualitative factors as it uses economic factors and considers relevant available information from internal and external sources related to past events

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and calculates losses based on discounted cash flows on an individual loan basis. Accordingly, the CECL model quantitatively accounts for some of the qualitative factors utilized in the incurred loss methodology.

The following table presents the credit loss experience, by loan type, during the years ended December 31:

(Dollars in thousands)		2024				2023				2022				2021				2020
Average loans outstanding		$	5,327,594			$	5,396,212			$	5,105,200			$	4,494,473			$	4,552,358
Allowance for credit losses at beginning of year (A)		$	65,888			$	60,829			$	61,697			$	67,309			$	43,676
Day one CECL adjustment			—				—				(5,536	)			—				—
Loans charged-off during the period:
Residential mortgage			43				—				—				12				559
Commercial mortgage			5,379				3,422				1,450				7,137				1,485
Commercial			345				5,594				—				5,019				7,132
Home equity lines of credit			—				—				3				—				—
Consumer and other			39				139				53				80				27
Total loans charged-off			5,806				9,155				1,506				12,248				9,203
Recoveries during the period:
Residential mortgage			—				52				15				—				373
Commercial mortgage			—				—				—				—				31
Commercial			5,409				—				254				66				17
Home equity lines of credit			—				—				—				85				11
Consumer and other			5				6				2				10				4
Total recoveries			5,414				58				271				161				436
Net charge-offs/(recoveries)			392				9,097				1,235				12,087				8,767
Provision charge to expense			7,496				14,156				5,903				6,475				32,400
Allowance for credit losses at end of year		$	72,992			$	65,888			$	60,829			$	61,697			$	67,309
Ratios:
Allowance for credit losses/total loans (B)			1.32	%			1.21	%			1.15	%			1.28	%			1.54	%
Allowance for loans collectively evaluated/total loans (B)			1.09	%			1.13	%			1.12	%			1.20	%			1.48	%
Nonaccrual loans/total loans (B)			1.82	%			1.13	%			0.36	%			0.32	%			0.26	%
Allowance for credit losses/ total nonperforming loans			72.87	%			107.44	%			320.59	%			396.18	%			589.91	%
Net charge offs/average loans:
Residential mortgage			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
Commercial mortgage			0.10	%			0.06	%			0.03	%			0.16	%			0.03	%
Commercial			-0.10	%			0.10	%			0.00	%			0.11	%			0.16	%
Home equity lines of credit			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
Consumer and other			0.00	%			0.00	%			0.00	%			0.00	%			0.00	%
Total net charge offs/average loans			0.01	%			0.17	%			0.02	%			0.27	%			0.19	%

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The following table shows the allocation of the allowance for credit losses and the percentage of each loan category, by collateral type, to total loans as of December 31, of the years indicated:

						% of								% of								% of								% of								% of
						Loan								Loan								Loan								Loan								Loan
						Category								Category								Category								Category								Category
						To Total								To Total								To Total								To Total								To Total
(Dollars in thousands)		2024				Loans				2023				Loans				2022				Loans				2021				Loans				2020				Loans
Residential		$	4,578				11.9			$	4,108				11.5			$	3,048				10.7			$	1,520				11.3			$	3,138				13.0
Commercial and other			67,230				86.7				60,911				87.3				57,244				88.5				59,962				87.8				63,892				86.0
Consumer and other			1,184				1.4				869				1.2				537				0.8				215				0.9				279				1.0
Total		$	72,992				100.0			$	65,888				100.0			$	60,829				100.0			$	61,697				100.0			$	67,309				100.0

The portion of the allowance for credit losses allocated to loans collectively evaluated for impairment, commonly referred to as general reserves, was $60.3 million at December 31, 2024 and $61.3 million at December 31, 2023. General reserves at December 31, 2024 represented 1.09 percent of loans collectively evaluated for impairment compared to 1.13 percent at December 31, 2023. Though loan balances grew in 2024, the overall general reserve coverage declined primarily due to qualitative factor adjustments related to improved expectations in the economic forecast. The specific reserves on individually evaluated loans were $12.7 million at December 31, 2024 compared to $4.5 million at December 31, 2023. Specific reserves, recorded in 2024 were largely attributable to $5.1 million in required reserves associated with seven multifamily loans totaling $37.8 million at December 31, 2024.

The allowance for credit losses as a percentage of nonperforming loans decreased to 72.9 percent due to an increase in nonperforming loans. Nonperforming loans increased from $61.3 million to $100.2 million impacted by nine multifamily loans totaling $51.5 million that were transferred to nonaccrual status during 2024. Nonperforming loans are specifically evaluated for impairment. Also, the Company commonly records partial charge-offs of the excess of the principal balance over the fair value, less estimated costs to sell, of collateral for collateral-dependent impaired loans. As a result, the allowance for credit losses does not always change proportionately with changes in nonperforming loans. The Company charged off $5.4 million on loans identified as collateral-dependent individually evaluated loans during 2024. The Company charged off $9.0 million on loans identified as collateral-dependent impaired loans during 2023, which included $3.2 million in charge-offs of the specific reserve on the previously mentioned freight-related credit and multifamily property.

ASSET QUALITY : The following table presents various asset quality data at the dates indicated. These tables do not include loans held for sale.

		December 31,
(Dollars in thousands)		2024				2023				2022				2021				2020
Loans past due 30-89 days (A)		$	4,870			$	34,589			$	7,592			$	8,606			$	5,053
Modifications		$	49,479			$	3,254			$	—			$	—			$	—
Troubled debt restructured loans (B)		$	—			$	—			$	14,318			$	3,575			$	4,247
Loans past due 90 days or more and still accruing interest		$	—			$	—			$	—			$	—			$	—
Nonaccrual loans (C)			100,168				61,324				18,974				15,573				11,410
Total nonperforming loans			100,168				61,324				18,974				15,573				11,410
Other real estate owned			—				—				116				—				50
Total nonperforming assets		$	100,168			$	61,324			$	19,090			$	15,573			$	11,460
Ratios:
Total nonperforming loans/total loans			1.82	%			1.13	%			0.36	%			0.32	%			0.26	%
Total nonperforming loans/total assets			1.43				0.95				0.30				0.26				0.19
Total nonperforming assets/total assets			1.43				0.95				0.30				0.26				0.19

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At December 31, 2024, there were no commitments to lend additional funds to borrowers whose loans were classified as nonperforming.

LOAN MODIFICATIONS :

On January 1, 2023, the Company adopted ASU 2022-02, which replaced the accounting and recognition of Troubled Debt Restructurings ("TDRs"). The Company will provide modifications, which may include other than insignificant delays in payment of amounts due, extension of the terms of the notes or reduction in the interest rates on the notes. In certain instances, the Company may grant more than one type of modification.

The following table presents the modified loans, by collateral type, at December 31, 2024:

		December 31,				Number of
(Dollars in thousands)		2024				Relationships
Primary residential mortgage		$	648				2
Investment commercial real estate			17,838				2
Commercial and industrial			30,993				9
Total		$	49,479				13

The following table presents the modified loans, by collateral type, at December 31, 2023:

		December 31,				Number of
(Dollars in thousands)		2023				Relationships
Commercial and industrial		$	3,254				2
Total		$	3,254				2

The increase in modified loans was primarily due to modifications related to investment commercial real estate and commercial and industrial credits during 2024. The increase in investment commercial real estate modifications was due to one hotel relationship which totaled $17.8 million. The increase in commercial and industrial was due to modifications of seven loans which totaled $28.0 million during 2024. There were no specific reserves on the investment commercial real estate and commercial and industrial loans modified in 2024. Each of these loans was performing according to its modified terms as of December 31, 2024.

At December 31, 2024, there were four modified loans totaling $3.6 million included in nonaccrual loans. At December 31, 2023, there was one modified loan of $3.0 million included in nonaccrual loans. At December 31, 2024, four modified loans totaling $3.6 million was included in individually evaluated loans and had specific reserves of $86,000. At December 31, 2023, one modified loan of $3.0 million was included in individually evaluated loans and had a specific reserve of $185,000.

Except as disclosed, the Company did not have any potential problem loans at December 31, 2024 or December 31, 2023 that caused Management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms and which may result in disclosure of such loans.

Loans individually evaluated totaled $99.8 million, all of which were nonaccrual, at December 31, 2024 as compared to $60.7 million at December 31, 2023. The increase during 2024 was primarily due to the previously mentioned nine multifamily loans that migrated to nonperforming status, as the persistent nature of the elevated interest rate environment combined with

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inflationary pressures have presented challenges for certain borrowers during 2024. Individually evaluated loans include nonaccrual loans of $60.6 million at December 31, 2023. Individually evaluated loans included four modified loans at December 31, 2024, totaling $3.6 million. Individually evaluated loans included one modified loan of $3.0 million at December 31, 2023.

The following table presents individually evaluated loans, by collateral type, at December 31, 2024 and 2023:

		December 31,				Number of				December 31,				Number of
(Dollars in thousands)		2024				Relationships				2023				Relationships
Primary residential mortgage		$	2,779				10			$	652				5
Junior lien loan on residence			92				2				100				2
Multifamily property			53,105				10				16,645				3
Investment commercial real estate			11,684				2				9,881				1
Commercial and industrial			30,881				21				31,430				13
Lease financing			1,234				4				2,002				5
Total		$	99,775				49			$	60,710				29
Specific reserves, included in the allowance for loan losses		$	12,683							$	4,538

CONTRACTUAL OBLIGATIONS : Leases represent obligations entered into by the Company for the use of land and premises. The leases generally have escalation terms based upon certain defined indexes. Common area maintenance charges may also apply and are adjusted annually based on the terms of the lease agreements. The Company adopted the guidance in Topic 842 Leases effective January 1, 2019. See Note 1 to Notes to Consolidated Financial Statements for further discussion.

Purchase obligations represent legally binding and enforceable agreements to purchase goods and services from third parties and consist of contractual obligations under data processing service agreements. The Company also enters into various routine rental and maintenance contracts for facilities and equipment. These contracts are generally for one year.

The Company is a limited partner in a Small Business Investment Company (“SBIC”). As of December 31, 2024, the Company had unfunded commitments of $9.4 million for its investment in SBIC qualified funds.

OFF-BALANCE SHEET ARRANGEMENTS : The following table shows the amounts and expected maturities of significant commitments, consisting primarily of letters of credit, as of December 31, 2024.

		Less Than												More Than
(In thousands)		One Year				1-3 Years				3-5 Years				5 Years				Total
Financial letters of credit		$	16,845			$	2,548			$	2,992			$	—			$	22,385
Performance letters of credit			5,464				460				—				—				5,924
Interest rate lock commitments-residential mortgages			18,299				—				—				—				18,299
Total letters of credit		$	40,608			$	3,008			$	2,992			$	—			$	46,608

Commitments under standby letters of credit, both financial and performance, do not necessarily represent future cash requirements, in that these commitments often expire without being drawn upon.

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OTHER INCOME : The following table presents the major components of other income (excluding income from our wealth management operations, which is discussed separately):

		Years Ended December 31,												Change
(In thousands)		2024				2023				2022				2024 vs 2023				2023 vs 2022
Service charges and fees		$	5,317			$	5,152			$	4,225			$	165			$	927
Bank owned life insurance			1,556				1,269				1,243				287				26
Loan fee income			7,460				7,429				4,759				31				2,670
Gains on loans held for sale at fair value (mortgage banking)			163				91				483				72				(392	)
Loss on securities sale, net			—				—				(6,609	)			—				6,609
Fair value adjustment for equity securities			828				181				(1,700	)			647				1,881
Fee income related to loan level, back-to-back swaps			—				—				293				—				(293	)
Gains on loans held for sale at lower of cost or fair value			23				—				—				23				—
Gain on sale of SBA loans			1,214				2,433				6,765				(1,219	)			(4,332	)
Corporate advisory fee income			1,032				219				1,704				813				(1,485	)
Other income			71				1,057				603				(986	)			454
Total other income		$	17,664			$	17,831			$	11,766			$	(167	)		$	6,065

2024 compared to 2023

The Company recorded total other income, excluding wealth management fee income, of $17.7 million in 2024, compared to $17.8 million for 2023, reflecting a decrease of $167,000.

The Company provides loans that are partially guaranteed by the SBA, to provide working capital and/or finance the purchase of equipment, inventory or commercial real estate and that could be used for start-up business. All SBA loans are underwritten and documented as prescribed by the SBA. The Company generally sells the guaranteed portion of the SBA loans in the secondary market, with the non-guaranteed portion of SBA loans held in the loan portfolio. Gain on sale of SBA loans for 2024 decreased by $1.2 million to $1.2 million for 2024 compared to $2.4 million in 2023. The 2024 period was negatively affected by both market volatility and the higher interest rate environment, which has resulted in lower sale premiums and lower origination volumes.

The Company recorded corporate advisory fee income of $1.0 million for 2024 compared to $219,000 for 2023. 2024 included a corporate advisory/investment banking acquisition transaction completed in the first quarter of 2024.

Income from the back-to-back swap, corporate advisory fee income and SBA programs are dependent on volume, and thus are not linear from year to year, as some years will be higher or lower than others.

Income from the sale of newly originated residential mortgages loans for 2024 increased to $163,000 from $91,000 for the year ended December 31, 2024. The Company continues to be impacted by the industry wide slowdown in refinancing and home purchase activity in the higher interest rate environment.

Loan fee income included $3.3 million of unused commercial credit line fees in 2024 compared to $3.2 million for 2023. Additionally, the Company recorded $2.6 million of income generated by the Equipment Finance Division related to equipment transfers to lessees in 2024 compared to $3.0 million for the same 2023 period.

During the year ended December 31, 2024, the Company recorded a $125,000 negative fair value adjustment for CRA equity securities compared to a positive adjustment of $181,000 for 2023. Additionally, the Company sold its Visa B shares which resulted in a positive fair value adjustment to equity securities of $953,000 during the year ended December 31, 2024.

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OPERATING EXPENSES : The following table presents the major components of operating expenses:

		Years Ended December 31,												Change
(In thousands)		2024				2023				2022				2024 vs 2023				2023 vs 2022
Compensation and employee benefits		$	122,325			$	100,524			$	89,476			$	21,801			$	11,048
Premises and equipment			22,485				19,733				18,719				2,752				1,014
FDIC assessment			3,510				2,946				1,939				564				1,007
Other operating expenses:
Professional and legal fees			7,309				5,710				5,062				1,599				648
Trust department expense			4,014				3,837				3,570				177				267
Telephone			1,616				1,531				1,460				85				71
Advertising			2,111				1,872				1,882				239				(10	)
Amortization of intangible assets			1,088				1,319				1,569				(231	)			(250	)
Branch restructure			286				565				201				(279	)			364
Swap valuation allowance			—				—				673				—				(673	)
Other operating expenses			10,932				10,258				9,249				674				1,009
Total operating expense		$	175,676			$	148,295			$	133,800			$	27,381			$	14,495

2024 compared to 2023

Operating expenses totaled $175.7 million in 2024, compared to $148.3 million in 2023, reflecting an increase of $27.4 million, or 18 percent. Increased operating expenses in 2024 were principally attributable to the Company's expansion into New York City, which included the hiring of multiple teams and expenses related to the opening of office and retail space in our Park Avenue location in New York City, including increased computer and software equipment costs related to the New York City expansion. 2024 included additional expense associated with annual merit increases and increased employee benefits and increased credit costs. FDIC assessment in 2024 increased $564,000 compared to 2023, due to an increase in average assets and a higher FDIC assessment rate.

INCOME TAXES : Income tax expense for the year ended December 31, 2024 was $12.0 million as compared to $18.4 million for 2023. The effective tax rate for the year ended December 31, 2024 was 26.6 percent as compared to 27.4 percent for the year ended December 31, 2023. The year ended December 2024 included the impact of discrete, favorable federal return to provision adjustments primarily related to the Company's state tax apportionment rate.

CAPITAL RESOURCES : A solid capital base provides the Company with financial strength and the ability to support future growth and is essential to executing the Company’s Strategic Plan. The Company’s capital strategy is intended to provide stability to expand its businesses, even in stressed environments. The Company employs quarterly capital stress testing - adverse case and severely adverse case. In the most recent completed stress test on September 30, 2024, under severely adverse case, no growth scenarios, the Bank remains well capitalized over the two-year stress period.

The Company strives to maintain capital levels in excess of internal “triggers” and in excess of those considered to be well capitalized under regulatory guidelines applicable to banks and bank holding companies. Maintaining an adequate capital position supports the Company’s goal of providing shareholders an attractive and stable long-term return on investment.

The Company’s capital position during 2024 was enhanced by net income of $33.0 million which was partially offset by the repurchase of $7.2 million of common shares under the Company’s stock repurchase program. Accumulated other comprehensive loss declined by $1.5 million, primarily due to a $2.3 million loss related to the available for sale securities portfolio partially offset by an $806,000 gain on cash flow hedges. The Company also made dividend payments of $3.5 million during the year ended December 31, 2024.

At December 31, 2024, the Company’s GAAP capital as a percent of total assets was 8.64 percent. At December 31, 2024, the Company’s regulatory leverage, common equity tier 1, tier 1 and total risk-based capital ratios were 9.01 percent, 11.51 percent, 11.51 percent and 14.84 percent, respectively. At December 31, 2024, the Bank’s regulatory leverage, common equity tier 1, tier 1 and total risk-based capital ratios were 10.57 percent, 13.50 percent, 13.50 percent and 14.75 percent, respectively. At December 31, 2024, the Company’s and the Bank’s regulatory capital ratios were all above the ratios to be considered well capitalized under regulatory guidance.

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As a result of the enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies set the minimum capital for the new Community Bank Leverage Ratio at 9 percent. The Bank did not opt into the CBLR and will continue to comply with the requirements under Basel III.

To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, common equity Tier I and Tier I leverage ratios as set forth in the table.

The Bank’s regulatory capital amounts and ratios are presented in the following table:

											To Be Well																		For Capital
											Capitalized Under									For Capital									Adequacy Purposes
											Prompt Corrective									Adequacy									Including Capital
		Actual									Action Provisions									Purposes									Conservation Buffer (A)
(Dollars in thousands)		Amount				Ratio					Amount				Ratio					Amount				Ratio					Amount				Ratio
As of December 31, 2024:
Total capital
(to risk-weighted assets)			801,365				14.75	%			$	543,234				10.00	%			$	434,587				8.00	%			$	570,396				10.50	%
Tier I capital
(to risk-weighted assets)			733,389				13.50					434,587				8.00					325,940				6.00					461,749				8.50
Common equity tier I
(to risk-weighted assets)			733,383				13.50					353,102				6.50					244,455				4.50					380,264				7.00
Tier I capital
(to average assets)			733,389				10.57					347,006				5.00					277,605				4.00					277,605				4.00
As of December 31, 2023:
Total capital
(to risk-weighted assets)		$	773,083				14.73	%			$	525,001				10.00	%			$	420,001				8.00	%			$	551,251				10.50	%
Tier I capital
(to risk-weighted assets)			707,446				13.48					420,001				8.00					315,000				6.00					446,251				8.50
Common equity tier I
(to risk-weighted assets)			707,434				13.47					341,250				6.50					236,250				4.50					367,500				7.00
Tier I capital
(to average assets)			707,446				10.83					326,507				5.00					261,205				4.00					261,205				4.00

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The Company’s regulatory capital amounts and ratios are presented in the following table:

											To Be Well														For Capital
											Capitalized Under					For Capital									Adequacy Purposes
											Prompt Corrective					Adequacy									Including Capital
		Actual									Action Provisions					Purposes									Conservation Buffer (A)
(Dollars in thousands)		Amount				Ratio					Amount		Ratio			Amount				Ratio					Amount				Ratio
As of December 31, 2024:
Total capital
(to risk-weighted assets)			806,404				14.84	%			N/A		N/A			$	434,830				8.00	%			$	570,715				10.50	%
Tier I capital
(to risk-weighted assets)			625,830				11.51				N/A		N/A				326,123				6.00					462,007				8.50
Common equity tier I
(to risk-weighted assets)			625,824				11.51				N/A		N/A				244,592				4.50					380,477				7.00
Tier I capital
(to average assets)			625,830				9.01				N/A		N/A				277,710				4.00					277,710				4.00
As of December 31, 2023:
Total capital
(to risk-weighted assets)		$	785,413				14.95	%			N/A		N/A			$	420,377				8.00	%			$	551,745				10.50	%
Tier I capital
(to risk-weighted assets)			600,444				11.43				N/A		N/A				315,283				6.00					446,651				8.50
Common equity tier I
(to risk-weighted assets)			600,432				11.43				N/A		N/A				236,462				4.50					367,830				7.00
Tier I capital
(to average assets)			600,444				9.19				N/A		N/A				261,358				4.00					261,358				4.00

The Dividend Reinvestment Plan of Peapack-Gladstone Financial Corporation, or the “Reinvestment Plan,” allows shareholders of the Company to purchase shares of common stock using cash dividends without payment of any brokerage commissions or other charges. Shareholders may also make voluntary cash payments of up to $200,000 per quarter to purchase shares of common stock. Voluntary share purchases in the Reinvestment Plan can be filled from the Company’s authorized but unissued shares and/or in the open market, at the discretion of the Company. All shares purchased through the Plan in both 2024 and 2023 were purchased in the open market.

Management believes the Company’s capital position and capital ratios are adequate at December 31, 2024. Further, Management believes the Company has sufficient common equity to support its planned growth for the immediate future. The Company continually assesses other potential sources of capital to support future growth.

LIQUIDITY: Liquidity refers to an institution’s ability to meet short-term requirements including funding of loans, deposit withdrawals and maturing obligations, as well as long-term obligations, including potential capital expenditures. The Company’s liquidity risk management is intended to ensure the Company has adequate funding and liquidity to support its assets across a range of market environments and conditions, including stressed conditions. Principal sources of liquidity

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include cash, temporary investments, securities available for sale, customer deposit inflows, loan repayments and secured borrowings. Other liquidity sources include loan and security sales and loan participations.

Management actively monitors and manages the Company’s liquidity position and believes it is sufficient to meet future needs. Cash and cash equivalents, including federal funds sold and interest-earning deposits, totaled $391.4 million at December 31, 2024. In addition, the Company had $784.5 million in securities designated as available for sale at December 31, 2024. These securities can be sold, or used as collateral for borrowings, in response to liquidity concerns. Available for sale and held to maturity securities with a carrying value of $558.9 million and $99.6 million as of December 31, 2024, respectively, were pledged to secure public funds and for other purposes required or permitted by law. However, only $45.7 million of pledged securities are encumbered. In addition, the Company generates significant liquidity from scheduled and unscheduled principal repayments of loans and mortgage-backed securities.

As of December 31, 2024, the Company had approximately $3.2 billion of external borrowing capacity available on a same day basis (subject to any practical constraints affecting the FHLB or FRB), which when combined with balance sheet liquidity provided the Company with 282 percent coverage of our uninsured/unprotected deposits.

The Company allowed $120.5 million of brokered certificates of deposits to mature during 2024. These deposits were replaced by lower cost core relationship deposits. Brokered interest-bearing demand (“overnight”) deposits were $10.0 million at December 31, 2024. The Company ensures ample available collateralized liquidity as a backup to these short-term brokered deposits. As of December 31, 2024, the Company has transacted pay fixed, receive floating interest rate swaps totaling $360.0 million in notional amount.

The Company has a Board-approved Contingency Funding Plan. This plan provides a framework for managing adverse liquidity stress and contingent sources of liquidity. The Company conducts liquidity stress testing on a regular basis to ensure sufficient liquidity in a stressed environment.

Peapack-Gladstone Financial Corporation is a separate legal entity from the Bank and must provide for its own liquidity to pay dividends to its shareholders, to repurchase shares of its common stock, and for other corporate purposes. Peapack-Gladstone Financial Corporation’s primary source of income is dividends received from the Bank. The Bank’s ability to pay dividends is governed by applicable law. At December 31, 2024, Peapack-Gladstone Financial Corporation (unconsolidated basis) had liquid assets of $20.1 million.

Management believes the Company’s liquidity position and sources were adequate at December 31, 2024.

EFFECTS OF INFLATION AND CHANGING PRICES: The financial statements and related financial data presented herein have been prepared in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than do general levels of inflation.

WEALTH MANAGEMENT DIVISION: This division includes: investment management services provided for individuals and institutions; personal trust services, including services as executor, trustee, administrator, custodian and guardian, and other financial planning, tax preparation and advisory services. Officers from the wealth management division are available to provide wealth management, trust and investment services at the Bank’s headquarters in Bedminster, New Jersey at private

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banking locations in Morristown, Princeton, Red Bank, Summit and Teaneck, New Jersey, in New York City and at the Bank’s subsidiary, PGB Trust & Investments of Delaware in Greenville, Delaware.

The following table presents certain key aspects of the Wealth Management Division's performance for the years ended December 31, 2024, 2023 and 2022.

		Years Ended December 31,												Change
(In thousands)		2024				2023				2022				2024 vs 2023				2023 vs 2022
Total fee income		$	61,458			$	55,747			$	54,651			$	5,711			$	1,096
Compensation and benefits (included in
Operating Expenses section above)			29,859				29,425				27,501				434				1,924
Other operating expense (included in
Operating Expenses section above)			11,570				11,876				13,021				(306	)			(1,145	)
Assets under management and/or
administration (AUM) (market value)		11.9 billion				10.9 billion				9.9 billion

2024 compared to 2023

The market value of assets under management and/or administration (“AUM”) at December 31, 2024 and 2023 was $11.9 billion and $10.9 billion, respectively, an increase of 9 percent, primarily due to an improved equity market and net business inflows. This includes assets held at the Bank at December 31, 2024 and 2023 of $227.2 million and $291.7 million, respectively.

Wealth management fees increased $5.7 million, or 10 percent, to $61.5 million for the year ended December 31, 2024 from $55.7 million in 2023. The increase in fee income for the year ended December 31, 2024 was largely due to the improved equity and bond markets during 2024 and new business inflows.

Wealth management expenses increased to $41.4 million for the year ended December 31, 2024 from $41.3 million for 2023, an increase of $128,000, or less than 1 percent. Compensation and benefits expense totaled $29.9 million and $29.4 million for the years ended December 31, 2024 and 2023, respectively, increasing $434,000 or 1 percent.

Compensation and benefits expense increased slightly due to overall growth in the business, new hires and increased healthcare costs. Remaining expenses are in line with the Company’s Strategic Plan, particularly the hiring of key management and revenue-producing personnel.

The Wealth Management Division currently generates adequate revenue to support the salaries, benefits and other expenses of the wealth division and Management believes it will continue to do so as the Company grows organically and/or by acquisition. Management believes that the Bank generates adequate liquidity to support the expenses of the Wealth Management Division should it be necessary.

Item 7A. QUANTI TATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company’s Asset/Liability Committee (“ALCO”) is responsible for developing, implementing and monitoring asset/liability management strategies and advising the Board of Directors on such strategies, as well as the related level of interest rate risk. In this regard, interest rate risk simulation models are prepared on a quarterly basis. These models demonstrate balance sheet gaps and predict changes to net interest income and economic/market value of portfolio equity under various interest rate scenarios. In addition, these models, as well as ALCO processes and reporting, are subject to annual independent third-party review.

ALCO generally manages interest rate risk through the management of capital, cash flows and the duration of assets and liabilities, including sales and purchases of assets, as well as additions of wholesale borrowings and other sources of medium/longer-term funding. ALCO engages in interest rate swaps as a means of extending the duration of shorter-term liabilities.

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The following strategies are among those used to manage interest rate risk:

The interest rate swap program is administered by ALCO and follows procedures and documentation in accordance with regulatory guidance and standards as set forth in ASC 815 for cash flow hedges. The program incorporates pre-purchase analysis, liability designation, sensitivity analysis, correlation analysis, daily mark-to-market analysis and collateral posting as required. The Board is advised of all swap activity. In these swaps, the Company is receiving floating and paying fixed interest rates with total notional value of $360.0 million as of December 31, 2024.

In addition, the Company initiated a loan level / back-to-back swap program in support of its commercial lending business. Pursuant to this program, the Company extends a floating-rate loan and executes a floating to fixed swap with the borrower. At the same time, the Company executes a third-party swap, the terms of which fully offset the fixed exposure and, result in a final floating-rate exposure for the Company. As of December 31, 2024, $430.8 million of notional value in swaps were executed and outstanding with borrowers under this program.

As noted above, ALCO uses simulation modeling to analyze the Company’s net interest income sensitivity, as well as the Company’s economic value of portfolio equity under various interest rate scenarios. The models are based on the actual maturity and repricing characteristics of rate sensitive assets and liabilities. The models incorporate certain prepayment and interest rate assumptions, which management believes to be reasonable as of December 31, 2024. The models assume changes in interest rates without any proactive change in the balance sheet by management. In the models, the forecasted shape of the yield curve remained static as of December 31, 2024.

In an immediate and sustained 100 basis point increase in market rates at December 31, 2024, net interest income would decrease approximately 0.5 percent for year 1 and increase 1.6 percent for year 2, compared to a flat interest rate scenario. In an immediate and sustained 100 basis point decrease in market rates at December 31, 2024, net interest income would increase approximately 0.1 percent for year 1 and decrease 2.9 percent for year 2, compared to a flat interest rate scenario.

In an immediate and sustained 200 basis point increase in market rates at December 31, 2024, net interest income would decrease approximately 0.6 percent for year 1 and increase 3.5 percent for year 2, compared to a flat interest rate scenario. In an immediate and sustained 200 basis point decrease in market rates at December 31, 2023, net interest income for year 1 would decrease approximately 0.7 percent, when compared to a flat interest rate scenario. In year 2, net interest income would decrease 6.9 percent, when compared to a flat interest rate scenario.

The Company's interest rate sensitivity models indicate the Company is asset sensitive as of December 31, 2024 and that net interest income would improve in a rising rate environment, but decline in a falling rate environment.

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The table below shows the estimated changes in the Company’s economic value of portfolio equity (“EVPE”) that would result from an immediate parallel change in the market interest rates at December 31, 2024.

(Dollars in thousands)
Change In						Estimated Increase/								EVPE as a Percentage of
Interest						Decrease in EVPE								Present Value of Assets (B)
Rates		Estimated												EVPE				Increase/(Decrease)
(Basis Points)		EVPE (A)				Amount				Percent				Ratio (C)				(basis points)
+200		$	724,821			$	(43,201	)			(5.62	)%			11.10	%			(20	)
+100			743,929				(24,093	)			(3.14	)			11.17				(13	)
Flat interest rates			768,022				—				—				11.30				—
-100			802,569				34,547				4.50				11.54				24
-200			781,951				13,929				1.81				11.08				(22	)

Certain shortcomings are inherent in the methodologies used in determining interest rate risk. Simulation modeling requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the modeling assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the information provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

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Item 8. FINANCIAL STATEME NTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors of Peapack-Gladstone Financial Corporation

Bedminster, New Jersey

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses – Qualitative Factors

As described in Note 1 to the consolidated financial statements, the Company accounts for credit losses under ASC 326, Financial Instruments – Credit Losses. ASC 326 requires the measurement of expected lifetime credit losses for financial assets measured at amortized cost at the reporting date. As of December 31, 2024, the balance of the allowance for credit losses on loans was $73.0 million.

Management employs a process and methodology to estimate the ACL on pooled loans that evaluated both the quantitative and qualitative factors. The methodology for evaluating quantitative factors includes pooling loans into portfolio segments for loans that share common characteristics.

For pooled loans, the Company utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses. The DCF Model captures losses over the historical charge-off and prepayment cycle and applies those losses at a loan level over the remaining maturity of the loan. The model then calculates a historical loss rate using the average losses over the reporting period, which is then applied to each segment utilizing a standard reversion rate.

This loss rate is then supplemented with adjustments for reasonable and supportable forecasts of relevant economic indicators. Also included in the ACL are qualitative factors based on the risks present for each portfolio segment. These qualitative factors include the following: levels of and trends in delinquencies and impaired loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures and practices; experience, ability and depth of lending management and other relevant staffing and experience; industry conditions; and effects of changes in credit concentrations. These factors are susceptible to change, which may be significant. Management performed a hypothetical sensitivity analysis to understand the impact of changes in the economic forecast as a key input in their allowance for credit losses for collectively evaluated loans; the output of this analysis forms the maximum loss rate for the qualitative factors.

We identified auditing the qualitative component of the ACL on pooled loans in the commercial and industrial, multifamily, and investment commercial real estate loan segments as a critical audit matter because the methodology to determine the estimate of credit losses relies on management judgment for key assumptions that may materially affect the estimate. Performing audit procedures to evaluate the qualitative factors on the commercial and industrial, multifamily, owner-occupied commercial real estate and investment commercial real estate loan segments involved a high degree of auditor judgment and required significant effort, including the need to involve more experienced audit personnel including the use of internal specialists.

The primary procedures we performed to address this critical audit matter included:

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/s/ Crowe LLP

Crowe LLP

We have served as the Company's auditor since 2006.

Livingston, New Jersey

March 12, 2025

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CONSOLIDATED STATE MENTS OF CONDITION

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		December 31,
(In thousands, except share and per share data)		2024				2023
ASSETS
Cash and due from banks		$	8,492			$	5,887
Federal funds sold			—				—
Interest-earning deposits			382,875				181,784
Total cash and cash equivalents			391,367				187,671
Securities held to maturity (fair value $ 88,650 at December 31, 2024 and $ 94,415 at December 31, 2023)			101,635				107,755
Securities available for sale			784,544				550,617
CRA equity security, at fair value			13,041				13,166
FHLB and FRB stock, at cost (A)			12,373				31,044
Loans held for sale, at fair value			—				100
Loans held for sale, at lower of cost or fair value			8,594				6,695
Loans			5,512,326				5,429,325
Less: allowance for credit losses			72,992				65,888
Net loans			5,439,334				5,363,437
Premises and equipment			28,888				24,166
Accrued interest receivable			29,898				30,676
Bank owned life insurance			47,981				47,581
Goodwill			36,212				36,212
Other intangible assets			8,714				9,802
Finance lease right-of-use assets			985				2,087
Operating lease right-of-use assets			40,289				12,096
Deferred tax assets, net			16,381				505
Other assets			51,002				53,247
Total assets		$	7,011,238			$	6,476,857
LIABILITIES
Deposits:
Noninterest-bearing demand deposits		$	1,112,734			$	957,687
Interest-bearing deposits:
Checking			3,334,269				2,882,193
Savings			103,136				111,573
Money market accounts			1,078,024				740,559
Certificates of deposit - retail			483,998				443,791
Certificates of deposit - listing service			6,861				7,804
Subtotal deposits			6,119,022				5,143,607
Interest-bearing demand – Brokered			10,000				10,000
Certificates of deposit - Brokered			—				120,507
Total deposits			6,129,022				5,274,114
Short-term borrowings			—				403,814
Finance lease liabilities			1,348				3,430
Operating lease liabilities			43,569				12,876
Subordinated debt, net			133,561				133,274
Due to brokers			18,514				—
Accrued expenses and other liabilities			79,375				65,668
Total liabilities			6,405,389				5,893,176
SHAREHOLDERS’ EQUITY
Preferred stock ( no par value; authorized 500,000 shares)			—				—
Common stock (no par value; stated value $ 0.83 per share; authorized 42,000,000 shares; issued shares, 21,535,856 at December 31, 2024 and 21,388,917 at December 31, 2023; outstanding shares, 17,586,616 at December 31, 2024 and 17,739,677 at December 31, 2023)			17,953				17,831
Surplus			348,264				346,954
Treasury stock at cost ( 3,949,240 shares at December 31, 2024 and 3,649,240 shares at December 31, 2023)			( 117,509	)			( 110,320	)
Retained earnings			423,552				394,094
Accumulated other comprehensive loss			( 66,411	)			( 64,878	)
Total shareholders’ equity			605,849				583,681
Total liabilities and shareholders’ equity		$	7,011,238			$	6,476,857

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(A) FHLB means "Federal Home Loan Bank" and FRB means "Federal Reserve Bank."

See accompanying notes to consolidated financial statements

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CONSOLIDATED STAT EMENTS OF INCOME

		Years Ended December 31,
(In thousands, except per share data)		2024				2023				2022
INTEREST INCOME
Loans, including fees		$	290,755			$	278,170			$	195,197
Taxable securities			23,402				19,743				13,854
Tax-exempt securities			—				22				61
Interest-earning deposits			13,644				6,075				2,763
Total interest income			327,801				304,010				211,875
INTEREST EXPENSE
Savings and interest-bearing deposit accounts			143,758				107,490				24,000
Certificates of deposit			20,984				11,736				2,970
Borrowed funds			3,848				18,204				600
Finance lease liability			89				191				251
Subordinated debt			6,644				6,651				5,453
Subtotal – interest expense			175,323				144,272				33,274
Interest-bearing demand - brokered			522				611				1,579
Interest on certificates of deposits – brokered			2,950				3,038				942
Total interest expense			178,795				147,921				35,795
Net interest income before provision for credit losses			149,006				156,089				176,080
Provision for credit losses			7,500				14,091				6,353
Net interest income after provision for credit losses			141,506				141,998				169,727
OTHER INCOME
Wealth management fee income			61,458				55,747				54,651
Service charges and fees			5,317				5,152				4,225
Bank owned life insurance			1,556				1,269				1,243
Gain on loans held for sale at fair value (mortgage banking)			163				91				483
Gain on loans held for sale at lower of cost or fair value			23				—				—
Fee income related to loan level, back-to-back swaps			—				—				293
Gain on sale of SBA loans			1,214				2,433				6,765
Corporate advisory fee income			1,032				219				1,704
Other income			7,531				8,486				5,362
Loss on securities sale, net			—				—				( 6,609	)
Fair value adjustment for equity securities			828				181				( 1,700	)
Total other income			79,122				73,578				66,417
OPERATING EXPENSES
Compensation and employee benefits			122,325				100,524				89,476
Premises and equipment			22,485				19,733				18,719
FDIC insurance expense			3,510				2,946				1,939
Swap valuation allowance			—				—				673
Other operating expenses			27,356				25,092				22,993
Total operating expenses			175,676				148,295				133,800
Income before income tax expense			44,952				67,281				102,344
Income tax expense			11,964				18,427				28,098
Net income		$	32,988			$	48,854			$	74,246
EARNINGS PER SHARE
Basic		$	1.87			$	2.74			$	4.09
Diluted			1.85				2.71				4.00

See accompanying notes to consolidated financial statements

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Years Ended December 31,
(In thousands)		2024				2023				2022
Net income		$	32,988			$	48,854			$	74,246
Other comprehensive income/(loss):
Unrealized gains/(losses) on available for sale securities:
Unrealized (losses)/gains arising during the period			( 4,112	)			11,179				( 100,072	)
Reclassification adjustment for amounts included in net income			—				—				6,609
			( 4,112	)			11,179				( 93,463	)
Tax effect			1,773				( 16	)			22,364
Net of tax			( 2,339	)			11,163				( 71,099	)
Unrealized gains/(losses) on cash flow hedge
Unrealized holding gains/(losses)			1,001				( 2,391	)			12,884
Reclassification adjustment for amounts included in net income			—				( 84	)			( 116	)
			1,001				( 2,475	)			12,768
Tax effect			( 195	)			645				( 3,506	)
Net of tax			806				( 1,830	)			9,262
Total other comprehensive (loss)/income			( 1,533	)			9,333				( 61,837	)
Total comprehensive income		$	31,455			$	58,187			$	12,409

See accompanying notes to consolidated financial statements

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CONSOLIDATED STATEMENTS OF CH ANGES IN SHAREHOLDERS’ EQUITY

																						Accumulated Other
		Preferred				Common								Treasury				Retained				Comprehensive
(In thousands, except share and per share data)		Stock				Stock				Surplus				Stock				Earnings				Income/(Loss)				Total
Balance at January 1, 2022
18,393,888 common shares outstanding		$	—			$	17,220			$	332,358			$	( 65,104	)		$	274,288			$	( 12,374	)		$	546,388
Cumulative effect adjustment for adoption of ASU 2016-13			—				—				—				—				3,909				—				3,909
Balance at January 1, 2022, adjusted			—				17,220				332,358				( 65,104	)			278,197				( 12,374	)			550,297
Net income 2022			—				—				—				—				74,246				—				74,246
Other comprehensive loss			—				—				—				—				—				( 61,837	)			( 61,837	)
Restricted stock units issued 347,623 shares			—			290					( 290	)			—				—				—				—
Restricted stock units repurchased on vesting to pay taxes, ( 80,400 ) shares			—				( 67	)			( 2,870	)			—				—				—				( 2,937	)
Amortization of restricted stock units			—				—				8,382				—				—				—				8,382
Cash dividends declared on common stock ($ 0.20 per share)			—				—				—				—				( 3,645	)			—				( 3,645	)
Shares repurchase, ( 930,977 ) shares			—				—				—				( 32,722	)			—				—				( 32,722	)
Common stock options exercised, 23,640 net of 1,115 used to exercise and related taxes benefits, 22,525 shares			—				20				272				—				—				—				292
Exercise of warrants, 49,860 net of 28,311 shares used to exercise, 21,549 shares			—				18				( 18	)			—				—				—				—
Issuance of shares for Employee Stock Purchase plan, 25,023 shares			—				20				884				—				—				—				904
Issuance of common stock for acquisition, 14,220 shares			—				12				( 12	)			—				—				—				—
Balance at December 31, 2022
17,813,451 common shares outstanding		$	—			$	17,513			$	338,706			$	( 97,826	)		$	348,798			$	( 74,211	)		$	532,980
Balance at January 1, 2023		$	—			$	17,513			$	338,706			$	( 97,826	)		$	348,798			$	( 74,211	)		$	532,980
Net income 2023			—				—				—				—				48,854				—				48,854
Other comprehensive gain			—				—				—				—				—				9,333				9,333
Restricted stock units issued 434,000 shares			—				362				( 362	)			—				—				—				—
Restricted stock units repurchased on vesting to pay taxes, ( 107,918 ) shares			—				( 90	)			( 3,153	)			—				—				—				( 3,243	)
Amortization of restricted stock units			—				—				10,751				—				—				—				10,751
Cash dividends declared on common stock ($ 0.20 per share)			—				—				—				—				( 3,558	)			—				( 3,558	)
Shares repurchase, ( 455,341 ) shares			—				—				—				( 12,494	)			—				—				( 12,494	)
Common stock options exercised, 2,600 net of 60 used to exercise and related taxes benefits, 2,540 shares			—				2				40				—				—				—				42
Issuance of shares for Employee Stock Purchase Plan, 33,748 shares			—				28				988				—				—				—				1,016
Issuance of common stock for acquisition, 19,197 shares			—				16				( 16	)			—				—				—				—
Balance at December 31, 2023
17,739,677 common shares outstanding		$	—			$	17,831			$	346,954			$	( 110,320	)		$	394,094			$	( 64,878	)		$	583,681

																						Accumulated Other
		Preferred				Common								Treasury				Retained				Comprehensive
		Stock				Stock				Surplus				Stock				Earnings				Income/(Loss)				Total
Balance at January 1, 2024		$	—			$	17,831			$	346,954			$	( 110,320	)		$	394,094			$	( 64,878	)		$	583,681
Net income 2024			—				—				—				—				32,988				—				32,988
Other comprehensive loss			—				—				—				—				—				( 1,533	)			( 1,533	)
Restricted stock units issued 148,989 shares			—				124				( 124	)			—				—				—				—
Restricted stock units repurchased on vesting to pay taxes, ( 36,625 ) shares			—				( 31	)			( 846	)			—				—				—				( 877	)
Amortization of restricted stock units			—				—				5,788				—				—				—				5,788
Modification of restricted stock units distributed in cash			—				—				( 4,336	)			—				—				—				( 4,336	)
Cash dividends declared on common stock ($ 0.20 per share)			—				—				—				—				( 3,530	)			—				( 3,530	)
Shares repurchase, ( 300,000 ) shares			—				—				—				( 7,189	)			—				—				( 7,189	)
Issuance of shares for Employee Stock Purchase Plan, 34,575 shares			—				29				828				—				—				—				857
Balance at December 31, 2024
17,586,616 common shares outstanding		$	—			$	17,953			$	348,264			$	( 117,509	)		$	423,552			$	( 66,411	)		$	605,849

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See accompanying notes to consolidated financial statements

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CONSOLIDATED STATEM ENTS OF CASH FLOWS

		Years Ended December 31,
(In thousands)		2024				2023				2022
Operating activities:
Net income		$	32,988			$	48,854			$	74,246
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			3,539				3,688				3,475
Amortization of premium and accretion of discount on securities, net			242				578				2,665
Amortization of restricted stock			5,788				10,751				8,382
Amortization of intangible assets			1,088				1,319				1,569
Amortization of subordinated debt costs			287				287				286
Provision for credit losses (A)			7,500				14,091				6,353
Swap valuation allowance			—				—				673
Stock-based compensation and employee stock purchase plan expense			154				178				145
Deferred tax benefit			( 14,297	)			( 15,276	)			( 6,641	)
Fair value adjustment for equity security			( 828	)			( 181	)			1,700
Loss on sale of securities, available for sale, net			—				—				6,609
Proceeds from sales of loans held for sale (B)			28,886				41,355				98,568
Loans originated for sale (B)			( 29,308	)			( 30,000	)			( 74,856	)
Gain on loans held for sale (B)			( 1,377	)			( 2,524	)			( 7,248	)
Gain on loans held for sale at lower of cost or fair value			( 23	)			—				—
Loss/(gain) on disposal of fixed assets			102				6				( 275	)
Gain on life insurance death benefit			( 236	)			( 41	)			( 27	)
Increase in cash surrender value of life insurance, net			( 318	)			( 457	)			( 532	)
Decrease/(increase) in accrued interest receivable			778				( 5,519	)			( 3,568	)
(Increase)/decrease in other assets			( 27,055	)			( 3,324	)			5,261
Increase in accrued expenses and other liabilities			63,193				6,295				2,116
Net cash provided by operating activities			71,103				70,080				118,901
Investing activities:
Principal repayments, maturities and calls of securities held to maturity			6,034				4,803				6,286
Principal repayments, maturities and calls of securities available for sale			661,474				633,737				440,668
Redemptions for FHLB & FRB stock			59,709				115,947				33,804
Sales of securities available for sale			—				—				118,972
Proceeds from sales of equity securities			953				—				—
Purchase of securities held to maturity			—				( 10,347	)			—
Purchase of securities available for sale			( 899,669	)			( 619,025	)			( 420,169	)
Purchase of FHLB & FRB stock			( 41,038	)			( 116,319	)			( 51,526	)
Proceeds from sale of loans held for sale at lower of cost or fair value			23				—				—
Net increase in loans, net of participations sold			( 83,397	)			( 153,112	)			( 480,862	)
Sales of OREO			—				116				—
Purchases of premises and equipment			( 8,097	)			( 3,275	)			( 3,517	)
Disposal of premises and equipment			428				( 6	)			277
Proceeds from life insurance death benefit			154				—				—
Net cash used in investing activities			( 303,426	)			( 147,481	)			( 356,067	)

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		Years Ended December 31,
		2024				2023				2022
Financing activities:
Net increase/(decrease) in deposits			854,908				68,950				( 60,985	)
Net (decrease)/increase in short-term borrowings			( 403,814	)			24,284				379,530
Dividends paid on common stock			( 3,530	)			( 3,558	)			( 3,645	)
Exercise of stock options, net of stock swaps			—				42				292
Restricted stock repurchased on vesting to pay taxes			( 877	)			( 3,243	)			( 2,937	)
Issuance of restricted stock			( 4,336	)			—				—
Issuance of shares for employee stock purchase plan			857				1,016				904
Shares repurchased			( 7,189	)			( 12,494	)			( 32,722	)
Net cash provided by financing activities			436,019				74,997				280,437
Net increase/(decrease) in cash and cash equivalents			203,696				( 2,404	)			43,271
Cash and cash equivalents at beginning of period			187,671				190,075				146,804
Cash and cash equivalents at end of period		$	391,367			$	187,671			$	190,075
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest		$	170,801			$	141,166			$	33,158
Income tax, net			17,672				18,474				25,002
Transfer of loans to other real estate owned			—				—				116
Right-of-use asset obtained in exchange for operating lease liabilities			32,302				1,926				5,909

See accompanying notes to consolidated financial statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Additional contributions to the profit sharing plan are made at the discretion of the Board of Directors and all funds are invested solely in Company common stock. The Company did not make additional contributions to the profit sharing plan in 2024, 2023 or 2022.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROL S AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

The Company maintains “disclosure controls and procedures” which, consistent with Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is defined to mean controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that such information is accumulated and communicated to the Company’s Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company’s Management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this Annual Report on Form 10-K.

The Company’s Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, provides reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system reflects resource constraints; the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns occur because of simple error or mistake. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by Management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all future conditions; over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with the policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

The Company’s Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to the Company’s Management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, 2024, Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in 2013 Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operating effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit and Risk Committees.

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Based on this assessment, Management determined that, as of December 31, 2024, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Report of the Independent Registered Public Accounting Firm

Crowe LLP, the independent registered public accounting firm that audited the Company’s December 31, 2024 consolidated financial statements included in this Annual Report on Form 10-K, has issued an audit report expressing an opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. The report is included in Item 8 under the heading “Report of Independent Registered Public Accounting Firm.”

Item 9B. OTHER INFO RMATION

On December 2, 2024 , Douglas L. Kennedy , President and Chief Executive Officer of the Company and the Bank, entered into a written stock trading plan to sell 30,000 shares of common stock over a three-month period beginning on December 2, 2024, which is approximately 9% of his holdings of Company stock, including unvested restricted stock units. The trading plan is designed to satisfy the affirmative defense of Rule 10b5-1 of the Securities Exchange Act of 1934. In accordance with Rule 10b5-1, officers of a public company may adopt a plan for selling stock of the public company when the officer is not in possession of material, non-public information about the company.

Item 9C. DISCLOSURE REGARDING FOREIGN JUR ISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

Item 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE

The information set forth under the captions “Proposal 1 – Election of Directors – Nominee for Election as Directors,” “Corporate Governance – Committee of the Board of Directors – Audit Committee,” “– Code of Business Conduct and Conflict of Interest Policy and Corporate Governance Principles,” "Insider Trading Policy and Arrangements" and “Delinquent Section 16(a) Reports” in the 2025 Proxy Statement is incorporated herein by reference.

A copy of the Code of Business Conduct and Conflict of Interest Policy is available to shareholders on the “Governance Documents” section of the Investors Relations section of the Company’s website at www.peapackprivate.com .

Executive Officer		Age				Date Became an Executive Officer		Current Position and Business Experience
Douglas L. Kennedy			68			2012		Chief Executive Officer
Frank A. Cavallaro			56			2022		Chief Financial Officer
John P. Babcock			67			2014		President of Private Wealth Management
Robert A. Plante			65			2017		Chief Operating Officer
Gregory M. Smith			58			2019		President of Commercial Banking

Mr. Kennedy joined the Bank in 2012 as Chief Executive Officer. He is a career banker with over 45 years of commercial banking experience. Previously, Mr. Kennedy served as Executive Vice President and Market President at Capital One Bank/North Fork and held key executive level positions with Summit Bank and Bank of America/Fleet Bank. Mr. Kennedy has a Bachelor’s Degree in Economics and an M.B.A. from Sacred Heart University in Fairfield, Connecticut.

Mr. Cavallaro joined the Bank in October 2022 as Chief Financial Officer of the Company. Mr. Cavallaro had previously served as Chief Financial Officer of Republic First Bancorp, Inc. since 2009. Mr. Cavallaro, served as a vice president in the finance department for Commerce Bank, N.A. and its successor TD Bank, N.A., an American national bank, from 1997 to 2009. Mr. Cavallaro, a certified public accountant, has more than twenty-six years of experience in the financial services industry and, prior to that, three years of experience in public accounting with Ernst & Young LLP. Mr. Cavallaro has a Bachelor of Science Degree in Accounting from Rutgers University School of Business, Camden, New Jersey.

Mr. Babcock joined the Bank in 2014 as Senior Executive Vice President of the Bank and President of Private Wealth Management. Mr. Babcock has over 41 years of experience in commercial and wealth management/private bank businesses in New York City and regional markets through mergers, expansions, rapid growth and periods of significant organizational change. Prior to joining the Bank, Mr. Babcock was the managing director of the Northeast Mid-Atlantic region for the HSBC Private Bank. Mr. Babcock graduated from Tulane University’s A.B. Freeman School of Business and has an M.B.A. from Fairleigh Dickinson University. Mr. Babcock holds FINRA Series 7, 63 and 24 securities licenses.

Mr. Plante joined the Bank in 2017 as Chief Operating Officer. Mr. Plante previously served as Chief Operating Officer at Israel Discount Bank New York. Mr. Plante also served as Chief Information Officer at CIT Group and also held senior leadership positions at GE Capital Global Consumer Finance and with the Geary Corporation, a privately held IT consulting Company. Mr. Plante has a Bachelor of Science in Business Administration in Finance, from the University of Vermont.

Mr. Smith joined the Bank in April 2019 as Executive Vice President, Head of Commercial Banking. Mr. Smith was promoted to President of Commercial Banking in January 2021 and oversees commercial banking across the organization including: C&I, commercial real estate and multifamily lending, equipment finance, investment banking and corporate advisory, the Bank’s platinum service team and professional services group, residential lending, the small business administration team, and treasury management and escrow services. Prior to joining the Bank, Mr. Smith served as group sales executive for the Northeast and Mid-Atlantic regions for Capital One Bank and was also a senior regional vice president for Summit Bank. Mr. Smith has a Bachelor of Science in Finance from Fairleigh Dickinson University and an M.B.A in Business Administration from Rider University.

Item 11. EXECUTI VE COMPENSATION

The information set forth under the captions “Executive Compensation,” “Director Compensation,” “Compensation Discussion and Analysis,” and “Compensation Committee Report” in the 2025 Proxy Statement is incorporated herein by reference.

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information set forth under the caption "Beneficial Ownership of Common Stock" is incorporated herein by reference.

The Equity Compensation Plan Information set forth under the caption “Proposal 3 – Approval of the Peapack-Gladstone Financial Corporation 2025 Long-Term Incentive Plan" in the 2025 Proxy Statement is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATE D TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance – Director Independence” in the 2025 Proxy Statement is incorporated herein by reference.

Item 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES

The information set forth under the captions “Proposal 4 – Ratification of the Appointment of the Independent Registered Public Accounting Firm” and “– Audit Committee Pre-Approval Procedures” in the 2025 Proxy Statement is incorporated herein by reference.

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PART IV

Item 15. EXHIBITS AND FINA NCIAL STATEMENT SCHEDULES

(a)	Financial Statements and Schedules:
(1)	Consolidated Financial Statements of Peapack-Gladstone Financial Corporation.
	Report of Independent Registered Public Accounting Firm.
	Consolidated Statements of Condition as of December 31, 2024 and 2023.
	Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022.
	Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022.
	Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022.
	Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022.
	Notes to Consolidated Financial Statements.

The Consolidated Financial Statements of Peapack-Gladstone Financial Corporation as set forth in Item 8 of Part II of this Form 10-K for the year ended December 31, 2024 are incorporated by reference herein.

All financial statement schedules are omitted because they are either inapplicable or not required, or because the required information is included in the Consolidated Financial Statements or notes thereto contained in this 2024 Annual Report.

(b) Exhibits

	(3)		Articles of Incorporation and By-Laws:
		A.	Certificate of Incorporation as incorporated herein by reference to Exhibit 3 of the Registrant’s Form 10-Q Quarterly Report filed on November 9, 2009 (SEC File No. 001-16197).
		B.	By-Laws of the Registrant as in effect on the date of this filing are incorporated herein by reference to Exhibit 3.2 of the Registrant’s Form 8-K Current Report filed on March 23, 2023 .
	(4)		Instruments Defining the Rights of Security Holders
		A.	Indenture, dated December 12, 2017, by and between the Company and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K Current Report filed on December 12, 2017 .
		B.	First Supplemental Indenture, dated as of December 12, 2017, by and between the Company and U.S. Bank National Association, as Trustee, incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K Current Report filed on December 12, 2017 .
		C.	Indenture, dated as of December 22, 2020, by and between Peapack-Gladstone Financial Corporation and UMB Bank, National Association, as trustee is incorporated by reference to Exhibit 4.1 of the Registrant’s Form 8-K Current Report filed on December 23, 2020 (SEC File No. 001-16197).
		D.	Form of Subordinated Note Purchase Agreement, dated as of December 22, 2020, by and between Peapack-Gladstone Financial Corporation and the several Purchasers is incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K Current Report filed on December 23, 2020 (SEC File No. 001-16197).
		E.	Form of Registration Rights Agreement, dated as of December 22, 2020, by and between Peapack-Gladstone Financial Corporation and the several Purchasers is incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K Current Report filed on December 23, 2020 (SEC File No. 001-16197).
		F.	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.

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(10) Material Contracts:

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(19) Peapack-Gladstone Financial Corporation Insider Trading Policy.

(21) List of Subsidiaries:

(a) Subsidiaries of the Company:

				Percentage of Voting
		Jurisdiction		Securities Owned by
Name		of Incorporation		the Parent
Peapack-Gladstone Bank		New Jersey		100%

(b) Subsidiaries of the Bank:

Name
PGB Trust and Investments of Delaware		Delaware		100%
Peapack-Gladstone Mortgage Group		New Jersey		100%
BGP RRE Holdings, LLC		New Jersey		100%
BGP CRE Painter Farm, LLC		New Jersey		100%
BGP CRE Heritage, LLC		New Jersey		100%
BGP CRE K&P Holdings, LLC		New Jersey		100%
BGP CRE Office Property, LLC		New Jersey		100%
Peapack Ventures, LLC		Delaware		100%
Peapack-Gladstone Realty, Inc.		New Jersey		100%
Peapack Capital Corporation		New Jersey		100%
PGB Securities, LLC		New Jersey		100%
Peapack-Gladstone Financial Services, Inc. (Inactive)		New Jersey		100%

(23.1)	Consent of Crowe LLP
(24)	Power of Attorney
(31.1)	Certification of Douglas L. Kennedy, Chief Executive Officer of Peapack-Gladstone, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of Frank A. Cavallaro, Chief Financial Officer of Peapack-Gladstone, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Certification of Douglas L. Kennedy, Chief Executive Officer of Peapack-Gladstone and Frank A. Cavallaro, Chief Financial Officer of Peapack-Gladstone pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(97)	Peapack-Gladstone Financial Corporation Clawback Policy.
101.INS	Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104	The cover page from Peapack-Gladstone’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL and is included in Exhibits 101.

+ Management contract and compensatory plan or arrangement.

Item 16. Form 10-K Summary

Not applicable.

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SIGNA TURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Peapack-Gladstone Financial Corporation
By:		/s/ Douglas L. Kennedy
		Douglas L. Kennedy President and Chief Executive Officer

Dated: March 12, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.

Signature		Title		Date
/s/ Douglas L. Kennedy		President and Chief Executive Officer, and Director		March 12, 2025
Douglas L. Kennedy
/s Frank A. Cavallaro		Senior Executive Vice President and Chief Financial Officer		March 12, 2025
Frank A. Cavallaro
/s/ Francesco S. Rossi		Senior Vice President and Chief Accounting Officer		March 12, 2025
Francesco S. Rossi
/s/ F. Duffield Meyercord		Chairman of the Board		March 12, 2025
F. Duffield Meyercord
/s/ Carmen M. Bowser		Director		March 12, 2025
Carmen M. Bowser
/s/ Patrick M. Campion		Director		March 12, 2025
Patrick M. Campion
/s/ Susan A. Cole		Director		March 12, 2025
Susan A. Cole
/s/ Anthony J. Consi II		Director		March 12, 2025
Anthony J. Consi II
/s/ Richard Daingerfield		Director		March 12, 2025
Richard Daingerfield
/s/ Edward A. Gramigna		Director		March 12, 2025
Edward A. Gramigna
/s/ Peter D. Horst		Director		March 12, 2025
Peter D. Horst
/s/ Steven A. Kass		Director		March 12, 2025
Steven A. Kass
/s/ Patrick J. Mullen		Director		March 12, 2025
Patrick J. Mullen
/s/ Philip W. Smith III		Director		March 12, 2025
Philip W. Smith III
/s/ Tony Spinelli		Director		March 12, 2025
Tony Spinelli
/s/ Beth Welsh		Director		March 12, 2025
Beth Welsh

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