Agnes Ngo Form 4: 3,333 CPF shares sold under 10b5-1 plan
Rhea-AI Filing Summary
Central Pacific Financial Corp (CPF) director Agnes Catherine Ngo sold 3,333 shares of Common Stock on 09/12/2025 at a weighted average price of $30.656 per share under a pre-existing Rule 10b5-1 plan entered on 02/03/2025, meaning the reporting person had no discretion over the timing. After the reported transactions, the filing lists 60,514 shares beneficially owned indirectly by Ms. Ngo as Co-Trustee of the Hines & Ngo 2000 Family Trust and additional indirect and direct holdings across multiple grant and trust accounts described in the form. The filing details a series of past equity awards and vesting clarifications for performance and time-based PSUs/RSUs that account for many of the holdings reported.
Positive
- Sale executed under a Rule 10b5-1 plan, indicating the reporting person had no discretion over transaction timing
- Detailed disclosure of holdings and grant origins including PSU/RSU vesting histories and clarifications of prior filings
- Reporting person identified as a director and transaction properly signed by attorney-in-fact, showing procedural compliance
Negative
- Disposition of 3,333 shares on 09/12/2025 at a weighted average price of $30.656 reduces the reporting person's shareholdings
- Significant portion of ownership is indirect through trusts and foundations, which can complicate direct monitoring of insider ownership changes
Insights
TL;DR: Director sale of 3,333 shares executed under a 10b5-1 plan; holdings remain substantial and many shares arise from vested awards.
The Form 4 shows a single reported sale on 09/12/2025 for 3,333 shares at a weighted average price of $30.656, executed pursuant to a Rule 10b5-1 plan dated 02/03/2025, which supports an affirmative defense for planned trading. The filing lists total indirect beneficial ownership of 60,514 shares tied to trusts and additional holdings derived from historical PSU/RSU grants and vesting schedules. Disclosure is comprehensive regarding the provenance of holdings via multiple grant vintages and clarifying prior filings.
TL;DR: Report is a routine, properly documented insider sale with clear disclosures about award vesting and indirect holdings.
The submission identifies the reporting person as a director and provides explanations for numerous grant-related holdings (PSUs and RSUs across grant years) and clarifies prior combined filings. Use of a 10b5-1 plan is explicitly stated, reducing concerns about trading on undisclosed information. The filing includes an attorney-in-fact signature, evidencing procedural compliance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 3,333 | $30.656 | $102K |
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Footnotes (23)
- F1. This transaction was effected pursuant to a Rule 10b5-1 Plan entered into by the reporting person on February 3, 2025. Accordingly, the reporting person had no discretion with regard to the timing of the transaction.
- F2. Represents the weighted average purchase price. The shares were purchased at prices ranging from $30.44 to $30.83 per share. Full information regarding the number of shares purchased at each price shall be provided to the Securities and Exchange Commission staff (the "Staff"), Issuer, or a security holder of Issuer, upon request.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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.
- F8. 2/16/16 PSU Grant that cliff vests on 2/15/19 based on 2018 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/15/19.
- F9. 2/16/21 PSU Grant that cliff vests on 2/16/23 based on 2022 year-end performance results. Amount reported is actual number of shares that vested and were issued on 2/16/23.
- F10. 2/16/21 PSU Grant that cliff vests on 2/16/23 based on 2022 year-end performance results/approval. Amount reported is actual number of shares that vested and were issued on 2/16/23.
- F11. 2/16/21 PSU Grant that cliff vests on 2/16/23. Amount reported is actual number of shares that vested and were issued on 2/16/23.
- F12. 2/15/19 RSU Time-Based Grant. Shares vest evenly over 3 years
- F13. 2/18/20 RSU Time-Based Grant. Shares vest evenly over 3 years
- F14. 2/15/18 RSU time-based grant. Shares vest evenly over 3 years.
- F15. 2/15/22 RSU Time-Based Grant. Shares vest evenly over 3 years
- F16. 2/16/21 RSU Time-Based Grant. Shares vest evently over 2 years
- F17. 2/15/17 RSU Time-Based Grant. Shares vest evenly over 3 years
- F18. 2/16/16 RSU Time-Based Grant. Shares vest equally over 3 years.
- F19. RSU time-based grant. Shares vest evenly over 3 years
- F20. RSUs time-based; granted 2/17/15
- F21. RSUs performance-based were originally filed on 3/4/2014 at the maximum performance criteria. This supplements that filing to note the actual number shares that vested based on the performance results.
- F22. RSUs time-based originally filed on 3/4/2014 were reported with RSUs performance-based and combined into one holding. This clarifies that filing and creates a separate holding for the RSUs time-based only.
- F23. RSU time-based grant 8/17/15, with 5-year vesting schedule, whereby shares to vest in equal increments over 5-years.
AI-generated analysis. How Rhea-AI works. Not financial advice.
