Central Pacific Financial (NYSE: CPF) CEO reports stock grant and tax share withholding

Rhea-AI Filing Summary

Central Pacific Financial Corp Chairman, President & CEO Arnold D. Martines reported equity compensation activity in company common stock. He received a grant or award of 13,384 shares of common stock on February 17, 2026 at a stated price of $0.00 per share, reflecting a stock-based compensation award.

On the same date, 6,324 shares of common stock at $34.38 per share were disposed of to satisfy exercise price or tax withholding obligations, rather than through an open-market sale. The filing also updates multiple direct and indirect holdings, including shares reported as held by his spouse, without indicating additional purchases or sales.

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

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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)
	Chairman, 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		13,384	A	$0	13,384	D
Common Stock(1)	02/17/2026		F(2)		6,324	D	$34.38	7,060	D
Common Stock(3)								982	D
Common Stock(4)								1,113	D
Common Stock(5)								491	D
Common Stock(6)								1,069	D
Common Stock(7)								1,956	D
Common Stock(8)								1,643	D
Common Stock(9)								1,490	D
Common Stock(10)								8,398	D
Common Stock(11)								696	D
Common Stock(12)								1,260	D
Common Stock(13)								2,950	D
Common Stock(14)								2,405	D
Common Stock(15)								738	I	Spouse
Common Stock(16)								281	I	Spouse
Common Stock(17)								370	D
Common Stock(18)								3,813	D
Common Stock(19)								170	D
Common Stock(20)								197	D
Common Stock(21)								1,101	D
Common Stock(22)								579	I	Spouse
Common Stock(23)								592	I	Spouse
Common Stock(24)								14,702	D
Common Stock(25)								409	D
Common Stock(26)								11,635	D
Common Stock(27)								10,996	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. 2/15/23 PSU Grant that cliff vests on 2/15/26 (next business day if 2/15 falls on weekend/holiday) based on performance results/approval. The Board Compensation Committee reviewed and certified final performance results on 2/23/26. Amount reported is the actual number of shares that vested and were issued.

2. Shares used for taxes on vested shares

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 2/15/23 RSU Time-Based Grant. Shares vest evenly over 3 years

11. 2/15/19 RSU Time-Based Grant. Shares vest evenly over 3 years

12. 2/18/20 RSU Time-Based Grant. Shares vest evenly over 3 years

13. 5/15/19 RSU Time-Based Grant. Shares vest evenly over 5 years

14. 5/15/20 RSU Time-Based Grant. Shares vest evenly over 3 years.

15. 5/2/18 RSU time based grant. Shares vest evenly over 3 years

16. 6/1/20 RSU Time-Based Grant. Shares vest evenly over 3 years.

17. 2/15/18 RSU time-based grant. Shares vest evenly over 3 years.

18. 2/15/22 RSU Time-Based Grant. Shares vest evenly over 3 years

19. 2/15/17 RSU Time-Based Grant. Shares vest evenly over 3 years

20. 2/16/16 RSU Time-Based Grant. Shares vest equally over 3 years.

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

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

23. 5/2/17 RSU Time-Based Grant. Shares vest evenly over 3 years

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

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

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

27. 2/18/25 RSU Grant. Shares vest evenly over 3 years.

	/s/ Stacey Rocha, attorney-in-fact for Arnold D. Martines	02/24/2026
	** 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 CEO Arnold Martines report on this Form 4?

Arnold D. Martines reported a grant of 13,384 shares of Central Pacific Financial common stock and a related 6,324-share disposition used to cover exercise price or tax liabilities, along with updated direct and spouse-held indirect share balances across multiple accounts.

Was the CPF CEO’s share disposition an open-market sale of stock?

No, the 6,324-share disposition was reported with code F, meaning shares were delivered to satisfy exercise price or tax withholding obligations. It reflects administrative tax settlement, not an ordinary open-market sell order into the market.

How many Central Pacific Financial Corp shares were granted to the CEO?

Arnold D. Martines received a 13,384-share grant of Central Pacific Financial common stock on February 17, 2026 at a stated price of $0.00 per share, indicating a stock-based compensation award rather than a cash purchase transaction.

What price was used for the CPF shares disposed of for tax withholding?

The 6,324 Central Pacific Financial common shares delivered for tax or exercise obligations were valued at $34.38 per share. This price is used for reporting the value of shares withheld, rather than indicating an open-market trade execution level.

Does the CPF Form 4 include indirect holdings through the CEO’s spouse?

Yes. The filing lists several positions with ownership coded as indirect and the nature of ownership specified as Spouse. These entries update the number of Central Pacific Financial common shares attributed to accounts held by, or for the benefit of, the spouse.

What do the RSU and PSU footnotes in the CPF Form 4 indicate?

The footnotes describe performance stock units (PSUs) and restricted stock units (RSUs) granted on various dates, with vesting based on time or performance. They state that the amounts reported represent actual shares that vested and were issued after performance certification or scheduled vesting dates.