Central Pacific Financial insider purchase: 3,333 CPF shares via 10b5-1

Rhea-AI Filing Summary

Central Pacific Financial Corp (CPF) reporting person Agnes Catherine Ngo, a director, entered transactions under a Rule 10b5-1 plan that resulted in the acquisition of 3,333 common shares at a reported weighted average purchase price of $27.869. The filing notes the purchases were effected under an established plan, so the reporting person had no discretion on timing.

The Form also lists a total of 65,459 shares shown as beneficially owned in an indirect capacity (co-trustee of the Hines & Ngo 2000 Family Trust) and discloses numerous previously issued PSU/RSU grants and vesting events that create additional direct and indirect holdings reported on the form.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-arranged timing and lack of reporting person discretion
• Acquisition of 3,333 shares reported with a weighted average purchase price of $27.869
• Detailed footnotes clarify multiple vested PSU/RSU grants and separate previously combined RSU/PSU holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Director Agnes Ngo acquired 3,333 CPF shares under a 10b5-1 plan at a weighted average price of $27.869; holdings include multiple vested equity grants.

The reported transaction is an acquisition effected under a pre-established Rule 10b5-1 plan, which signals the trade was pre-planned rather than discretionary. The filing shows a weighted average purchase price of $27.869 and lists 65,459 shares as beneficially owned in an indirect capacity via a family trust. The disclosure of multiple PSU/RSU vesting events documents the provenance of other holdings and clarifies outstanding share amounts tied to past grants.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and detailed footnotes strengthens disclosure clarity about the director's holdings and past equity grants.

The Form provides explicit footnotes describing the 10b5-1 plan and multiple grant vesting schedules, improving transparency about the nature of direct and indirect ownership. Indirect holdings through a family trust, a foundation and an IRA are clearly itemized. No derivative transactions are reported in Table II, and the filing supplements prior RSU/PSU disclosures with actual vested share counts, which aids record reconciliation for governance reviewers.

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).

X

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^*

Ngo Agnes Catherine

(Last) (First) (Middle)

220 S KING STREET

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		S(1)		3,333	D	$27.869(2)	65,459	I	Co-Trustee of Hines & Ngo 2000 Family Trust dtd 4/18/00
Common Stock								5,886	I	CPB Foundation
Common Stock(3)								5,995	D
Common Stock(4)								6,793	D
Common Stock(5)								1,689	D
Common Stock(6)								2,588	D
Common Stock(7)								4,735	D
Common Stock(8)								7,645	D
Common Stock								3,548	D
Common Stock(9)(10)								5,594	D
Common Stock(11)								2,056	D
Common Stock(12)								3,365	D
Common Stock(13)								3,424	D
Common Stock(14)								3,039	D
Common Stock(15)								5,717	D
Common Stock(16)								9,746	D
Common Stock(16)								6,363	D
Common Stock(17)								2,375	D
Common Stock(18)								3,681	D
Common Stock(19)								3,128	D
Common Stock(20)								2,258	D
Common Stock								9,480	D
Common Stock(21)								5,767	D
Common Stock								2,714	I	Robert Hines IRA
Common Stock(22)								2,855	D
Common Stock(23)								11,431	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. 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.

2. Represents the weighted average purchase price. The shares were purchased at prices ranging from $27.22 to $28.14 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.

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. 2/16/16 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.

9. 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.

10. 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.

11. 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.

12. 2/15/19 RSU Time-Based Grant. Shares vest evenly over 3 years

13. 2/18/20 RSU Time-Based Grant. Shares vest evenly over 3 years

14. 2/15/18 RSU time-based grant. Shares vest evenly over 3 years.

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

16. 2/16/21 RSU Time-Based Grant. Shares vest evently over 2 years

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

18. 2/16/16 RSU Time-Based Grant. Shares vest equally over 3 years.

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

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

21. 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.

22. 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.

23. RSU time-based grant 8/17/15, with 5-year vesting schedule, whereby shares to vest in equal increments over 5-years.

	/s/ Stacey Rocha, attorney-in-fact for Ms. A.C. Ngo	08/12/2025
	** 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).
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FAQ

What did CPF director Agnes C. Ngo do in this Form 4 filing?

The filing reports the acquisition of 3,333 common shares under a pre-established Rule 10b5-1 plan with a weighted average purchase price of $27.869.

Was the transaction discretionary or pre-planned for CPF (ticker CPF)?

The transaction was effected pursuant to a Rule 10b5-1 plan entered into on February 3, 2025, and the reporting person had no discretion over timing.

How many shares does the filing list as beneficially owned after the reported transaction?

The filing lists 65,459 shares as beneficially owned in an indirect capacity, identified as co-trustee of the Hines & Ngo 2000 Family Trust.

Does the Form 4 disclose other holdings or awards for Agnes Ngo?

Yes; the filing itemizes multiple previously issued PSU and RSU grants with specific vesting notes and actual vested share counts for various grant years.

Are any derivative securities (options, warrants) reported in this filing?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.