Central Pacific Financial cleans up charter, keeps 1M preferred shares authorised

Rhea-AI Filing Summary

Central Pacific Financial Corp. (NYSE: CPF) filed a Form 8-K to disclose an amendment to its charter under Item 5.03.

On 24 June 2025 the company submitted Hawaii Form DC-7, formally cancelling all previously designated but unissued series of preferred stock. These cancelled series are immediately returned to the pool of 1,000,000 authorised but unissued preferred shares already permitted by the Restated Articles of Incorporation. The action does not change the total number of authorised preferred shares, does not create or retire any outstanding securities, and involves no financial metrics, cash flows or operational adjustments.

This appears to be a housekeeping measure that streamlines the capital structure by removing dormant designations and preserves flexibility for any future preferred issuances. No immediate dilution, earnings effect or strategic shift is indicated.

Insights

Corporate Governance Expert

TL;DR – Administrative charter cleanup; no economic impact.

Cancelling dormant preferred series simplifies CPF’s articles and eliminates obsolete classes that could confuse investors. Because authorised share count remains 1 million and no new securities are issued, there is no dilution or capital change. The filing simply restores flexibility for future bespoke preferred structures should the board elect to issue them. From a governance perspective, this is routine and signals attention to charter clarity but is not financially material.

Bank Equity Analyst

TL;DR – Neutral for valuation; capital ratios unchanged.

The 8-K confirms CPF’s regulatory capital and share count stay intact. CET1 and total capital ratios are untouched, and no preferred dividends are added or removed. Consequently, earnings forecasts and dividend capacity remain the same. Investors should view the step as benign administrative housekeeping with no effect on fundamental valuation or risk profile.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 24, 2025

Central Pacific Financial Corp.

(Exact name of registrant as specified in its charter)

 

Hawaii

001-31567

99-0212597

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

220 South King Street, Honolulu, Hawaii

(Address of principal executive office)

96813

(Zip Code)

(808) 544-0500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, No Par Value

CPF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 24, 2025, Central Pacific Financial Corp. (the “Corporation”) filed a Statement of Cancellation of Acquired Shares Form DC-7 (the “Statement of Cancellation”) with the State of Hawaii, Department of Commerce and Consumer Affairs to cancel all previously designated, but unissued, shares of the Corporation’s Preferred Stock. Upon their cancellation, all such designated (but unissued) shares were restored to the status of authorized but unissued shares of preferred stock subject to the conditions and restrictions on issuance set forth in the Corporation’s Restated Articles of Incorporation. The number of the Corporation’s authorized but unissued shares of preferred stock remains at 1,000,000 (one million) shares. A copy of the Corporation’s Statement of Cancellation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.
3.1						Statement of Cancellation of Acquired Shares, Form DC-7, including attachment
104						Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									Central Pacific Financial Corp.
									(Registrant)
Date:			June 27, 2025			By:			/s/ Dayna N. Matsumoto
									Dayna N. Matsumoto
									Executive Vice President and Chief Financial Officer

FAQ

What did Central Pacific Financial Corp. (CPF) announce in its June 24 2025 Form 8-K?

CPF cancelled all previously designated but unissued preferred stock series, returning them to authorised but unissued status.

How many preferred shares does CPF remain authorised to issue after the cancellation?

The authorisation remains at 1,000,000 preferred shares; no numerical change occurred.

Does the cancellation affect CPF’s outstanding share count or earnings per share?

No. No new shares were issued or retired, so EPS and share count are unchanged.

Is there any immediate financial impact or dilution for CPF shareholders?

The filing is administrative; there is no dilution, dividend change, or capital ratio impact.

Why might CPF cancel previously designated preferred stock series?

To streamline its charter by removing obsolete designations and maintain flexibility for future tailored issuances.