Central Pacific Financial (NYSE: CPF) CEO gets 11,635-share award, covers taxes with shares

Rhea-AI Filing Summary

Central Pacific Financial Corp President & CEO Arnold D. Martines reported equity compensation activity in company common stock. On 2/17/26, he acquired 11,635 shares through a restricted stock unit grant at no cash cost, with shares scheduled to vest evenly over three years.

On the same date, a total of 7,317 shares were disposed of to cover tax liabilities associated with vested awards at a reported price of $34.38 per share. The filing also lists multiple direct and indirect holdings, including shares held by his spouse, showing updated post-transaction ownership balances.

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

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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^*

Martines Arnold D

(Last) (First) (Middle)

220 SOUTH KING ST

(Street)

HONOLULU HI 96813

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL PACIFIC FINANCIAL CORP [ CPF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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(1)	02/17/2026		A		11,635	A	$0	11,635	D
Common Stock(2)	02/17/2026		F(3)		2,109	D	$34.38	8,398	D
Common Stock(4)	02/17/2026		F(3)		3,152	D	$34.38	14,702	D
Common Stock(5)	02/17/2026		F(3)		2,056	D	$34.38	10,996	D
Common Stock(6)								982	D
Common Stock(7)								1,113	D
Common Stock(8)								491	D
Common Stock(9)								1,069	D
Common Stock(10)								1,956	D
Common Stock(11)								1,643	D
Common Stock(12)								1,490	D
Common Stock(13)								696	D
Common Stock(14)								1,260	D
Common Stock(15)								2,950	D
Common Stock(16)								2,405	D
Common Stock(17)								738	I	Spouse
Common Stock(18)								281	I	Spouse
Common Stock(19)								370	D
Common Stock(20)								3,813	D
Common Stock(21)								170	D
Common Stock(22)								197	D
Common Stock(23)								1,101	D
Common Stock(24)								579	I	Spouse
Common Stock(25)								592	I	Spouse
Common Stock(26)								409	D
Common Stock								10,437	D
Common Stock								3,859	I	Spouse
Common Stock								1,335	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

Explanation of Responses:

1. 2/17/26 RSU Grant. Shares vest evenly over 3 years.

2. 2/15/23 RSU Time-Based Grant. Shares vest evenly over 3 years

3. Shares used for taxes on vested shares

4. 2/15/24 RSU Grant. Shares vest evenly over 3 years.

5. 2/18/25 RSU Grant. Shares vest evenly over 3 years.

6. 2/15/17 PSU Grant that cliff vests on 2/18/20 based on 2019 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/18/20.

7. 2/15/18 PSU Grant that cliff vests on 2/16/21 based on 2020 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/16/21.

8. 2/15/19 PSU Grant that cliff vests on 2/15/22 based on 2021 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/15/22.

9. 2/15/22 PSU Grant that cliff vests on 2/15/25 based on 2024 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/18/25.

10. 2/15/22 PSU Grant that cliff vests on 2/15/25 based on 2024 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/18/25.

11. 2/16/21 PSU Grant that cliff vests on 2/15/24 based on 2023 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/15/24.

12. 2/16/21 PSU Grant that cliff vests on 2/16/24 based on 2023 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/16/24.

13. 2/15/19 RSU Time-Based Grant. Shares vest evenly over 3 years

14. 2/18/20 RSU Time-Based Grant. Shares vest evenly over 3 years

15. 5/15/19 RSU Time-Based Grant. Shares vest evenly over 5 years

16. 5/15/20 RSU Time-Based Grant. Shares vest evenly over 3 years.

17. 5/2/18 RSU time based grant. Shares vest evenly over 3 years

18. 6/1/20 RSU Time-Based Grant. Shares vest evenly over 3 years.

19. 2/15/18 RSU time-based grant. Shares vest evenly over 3 years.

20. 2/15/22 RSU Time-Based Grant. Shares vest evenly over 3 years

21. 2/15/17 RSU Time-Based Grant. Shares vest evenly over 3 years

22. 2/16/16 RSU Time-Based Grant. Shares vest equally over 3 years.

23. RSU time-based grant. Shares vest evenly over 3 years

24. RSU grant; 3-year time-based vesting, in which 1/3 will vest each year.

25. 5/2/17 RSU Time-Based Grant. Shares vest evenly over 3 years

26. RSUs time-based; granted 2/17/15

	/s/ Stacey Rocha, attorney-in-fact for Arnold D. Martines	02/19/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did CPF President & CEO Arnold Martines report?

Arnold Martines reported receiving 11,635 shares of Central Pacific Financial common stock via a restricted stock unit grant, and disposing of 7,317 shares to satisfy tax obligations on vested awards, all dated February 17, 2026, as reflected in the Form 4 filing.

How many CPF shares were granted to the CEO in this Form 4?

The CEO was granted 11,635 shares of Central Pacific Financial common stock on February 17, 2026 through a restricted stock unit award that vests evenly over three years, representing equity-based compensation rather than an open-market stock purchase transaction.

Why were 7,317 CPF shares disposed of at $34.38 per share?

A total of 7,317 Central Pacific Financial shares were disposed of at $34.38 per share to pay tax liabilities related to vested equity awards. These Form 4 transactions are classified as tax-withholding dispositions, not open-market sales initiated for portfolio rebalancing.

What vesting schedule applies to the CEO’s new 11,635-share RSU grant at CPF?

The 11,635-share restricted stock unit grant reported for the CEO on February 17, 2026 vests evenly over three years. This means one-third of the award is scheduled to vest each year, subject to the company’s standard restricted stock unit terms.

Does the CPF Form 4 show indirect holdings for the CEO through a spouse?

Yes. The Form 4 lists several indirect holdings labeled as "Spouse," including positions of 738, 281, 579, 592 and 3,859 shares. These entries indicate additional ownership reported as indirect, separate from the CEO’s directly held Central Pacific Financial shares.

Are the CEO’s reported CPF share disposals open-market sales?

No. The reported disposals with transaction code F are designated as payments of tax liability by delivering shares. According to the filing, these are tax-withholding dispositions tied to vested awards, not discretionary open-market sales of Central Pacific Financial stock.