Cathay General Bancorp Insider Grant Adds 0.05% Potential Dilution

Rhea-AI Filing Summary

Cathay General Bancorp (CATY) has disclosed an insider equity award via Form 4. On 06/27/2025, President, Chief Executive Officer and Director Chang Liu received three tranches of performance-based Restricted Stock Units (RSUs): 10,633; 10,948; and 21,896 units, for a total of 43,477 RSUs. Each unit represents the contingent right to receive one common share when vested.

The award carries the following key terms: (i) the number of shares ultimately delivered may range from 0% to 150% of the stated target, depending on achievement of specified performance criteria; (ii) all units are scheduled to vest in a single installment on 31 December 2027, subject to continued employment, with accelerated vesting possible upon death, disability, qualifying retirement after 31 December 2026, or a change in control. No cash consideration was paid, and no sale of shares occurred.

Following the grant, Liu’s direct ownership stands at 113,643 common shares plus the newly granted 43,477 RSUs, underscoring a meaningful equity stake intended to align management incentives with long-term shareholder value. From a capital-structure perspective, potential dilution from the award is approximately 0.05%* of the company’s 86 million shares outstanding (based solely on the units reported). The filing does not include any new financial or operational data.

*Dilution estimate uses latest outstanding share count from prior filings; actual impact may differ.

Positive

• Performance-linked compensation ties CEO payout to measurable results, encouraging value creation.
• Long vesting horizon (to December 2027) enhances management retention and strategic focus.

Negative

• Potential dilution of roughly 43,477 shares, adding marginal supply over time.
• Incremental compensation expense will flow through income statement, albeit likely immaterial.

Insights

Compensation Analyst

TL;DR: Performance-based RSUs incentivise CEO through 2027; modest potential dilution, neutral overall impact.

The grant lengthens CEO Chang Liu’s equity horizon to end-2027, reinforcing retention and tying payout to measurable performance targets (0-150% payout range). Such structures are shareholder-friendly versus time-based vesting. However, 43,477 shares represent a de-minimis 0.05% of shares outstanding, so valuation impact and EPS dilution are negligible. Accounting expense will be recognised over three years but should not materially move earnings. Because no shares were sold, signal is neither bullish nor bearish for near-term trading.

Portfolio Manager

TL;DR: Routine incentive award; aligns leadership, unlikely to move CATY stock.

Equity compensation to insiders is commonplace. The absence of open-market buying or selling suggests no change in management’s view of valuation. Vesting through 2027 aligns with strategic planning cycle but does not alter the investment thesis, capital allocation, or dividend capacity. I view the filing as not impactful to portfolio positioning.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liu Chang

(Last) (First) (Middle)

777 NORTH BROADWAY

(Street)

LOS ANGELES CA 90012

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CATHAY GENERAL BANCORP [ CATY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								113,643	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/27/2025		A		10,633(1)		(2)	(2)	Common Stock	10,633	(1)	10,633	D
Restricted Stock Units	(1)	06/27/2025		A		10,948(1)		(2)	(2)	Common Stock	10,948	(1)	10,948	D
Restricted Stock Units	(1)	06/27/2025		A		21,896(1)		(2)	(2)	Common Stock	21,896	(1)	21,896	D

Explanation of Responses:

1. Each restricted stock unit represented a contingent right to receive one share of Common Stock upon vesting. The number of restricted stock units that are earned can be reduced by up to 100% of the target award or increased by up to 150% of the target award, depending upon the achievement of certain performance criteria.

2. These restricted stock units are scheduled to vest in a single installment on December 31, 2027, subject to continued employment, but may vest to some extent earlier in the event of death, disability, retirement after December 31, 2026 or a change in control, with the number of units earned being based on the achievement of certain performance criteria.

	/s/ Georgia Lo, attorney-in-fact	07/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

How many shares did CATY CEO Chang Liu receive in the latest Form 4?

The filing reports a total of 43,477 performance-based RSUs granted on 06/27/2025.

When do the newly granted RSUs to CATY's CEO vest?

All units are scheduled to vest on December 31, 2027, contingent on performance and continued employment.

Does the Form 4 show any insider selling of CATY shares?

No. The filing reports only acquisitions of RSUs; there were no open-market sales or purchases of common stock.

What is Chang Liu's total direct share ownership after the transaction?

Following the award, Liu directly owns 113,643 CATY common shares, excluding the unvested RSUs.

Could the RSU grant dilute existing CATY shareholders?

Yes, if fully vested the RSUs would add up to 43,477 new shares, about 0.05% of shares outstanding, a minimal dilution.