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 (1)
- 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 2/15/19 RSU Time-Based Grant. Shares vest evenly over 3 years 2/18/20 RSU Time-Based Grant. Shares vest evenly over 3 years 2/15/18 RSU time-based grant. Shares vest evenly over 3 years. 2/15/22 RSU Time-Based Grant. Shares vest evenly over 3 years 2/16/21 RSU Time-Based Grant. Shares vest evently over 2 years 2/15/17 RSU Time-Based Grant. Shares vest evenly over 3 years 2/16/16 RSU Time-Based Grant. Shares vest equally over 3 years. RSU time-based grant. Shares vest evenly over 3 years RSUs time-based; granted 2/17/15 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. 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. RSU time-based grant 8/17/15, with 5-year vesting schedule, whereby shares to vest in equal increments over 5-years.
