HoldCo group (NYSE: CPF) discloses 9.2% Central Pacific Financial stake

Rhea-AI Filing Summary

Central Pacific Financial Corp. received an updated ownership report from investment entities affiliated with HoldCo Asset Management on its common stock. HoldCo Opportunities Fund V, L.P. reports beneficial ownership of 2,359,980 shares, or 8.9% of the company. Related reporting persons, including Michael Zaitzeff and Vikaran Ghei, each report beneficial ownership of 2,427,576 shares, representing 9.2% of the outstanding stock, based on 26,374,967 shares outstanding as of December 31, 2025. GP VII LLC holds 67,596 shares, or 0.3%, received as an in-kind carried interest distribution, with an aggregate purchase price of about $172,229. Fund V’s 2,359,980 shares were bought with working capital for approximately $67,720,474. The reporting group states there have been no transactions in Central Pacific Financial securities during the past 60 days and explicitly disclaims beneficial ownership of any shares not directly owned.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

CENTRAL PACIFIC FINANCIAL CORP

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

154760409

(CUSIP Number)

HOLDCO ASSET MANAGEMENT, LP
515 E. Las Olas Blvd., Suite 1010,
Fort Lauderdale, FL, 33301
954-433-6862

MEAGAN REDA, ESQ.
OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas
New York, NY, 10019
212-451-2300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 154760409

1

Name of reporting person

VM GP VII LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 67,596.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 67,596.00

11

Aggregate amount beneficially owned by each reporting person

67,596.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 154760409

1

Name of reporting person

HoldCo Opportunities Fund V, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,359,980.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,359,980.00

11

Aggregate amount beneficially owned by each reporting person

2,359,980.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.9 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 154760409

1

Name of reporting person

VM GP X LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,359,980.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,359,980.00

11

Aggregate amount beneficially owned by each reporting person

2,359,980.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 154760409

1

Name of reporting person

HoldCo Asset Management, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,359,980.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,359,980.00

11

Aggregate amount beneficially owned by each reporting person

2,359,980.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.9 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 154760409

1

Name of reporting person

VM GP II LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,359,980.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,359,980.00

11

Aggregate amount beneficially owned by each reporting person

2,359,980.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 154760409

1

Name of reporting person

Zaitzeff Michael

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,427,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,427,576.00

11

Aggregate amount beneficially owned by each reporting person

2,427,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 154760409

1

Name of reporting person

Vikaran Ghei

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,427,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,427,576.00

11

Aggregate amount beneficially owned by each reporting person

2,427,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, No Par Value
(b)	Name of Issuer: CENTRAL PACIFIC FINANCIAL CORP
(c)	Address of Issuer's Principal Executive Offices: 220 S KING ST, HONOLULU, HAWAII , 96813.
Item 1 Comment: The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (the "Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and restated to read as follows: The Shares held by VM GP VII were acquired through an in-kind distribution of carried interest in connection with the wind-down of a prior investment vehicle over which VM GP VII served as general partner. The aggregate purchase price of the Shares held by VM GP VII is approximately $172,229, including brokerage commissions. The Shares purchased by Fund V were purchased with working capital and may be held from time to time in margin accounts established with its brokers or banks. Securities positions held in such margin accounts, including the Shares, may be pledged as collateral security for the repayment of debit balances in such accounts. The aggregate purchase price of the 2,359,980 Shares beneficially owned by Fund V is approximately $67,720,474, including brokerage commissions.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 26,374,967 Shares outstanding as of December 31, 2025, which is the total number of Shares outstanding as disclosed in Exhibit 99.l to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 28, 2026. See rows (11) and (13) of the cover pages to this Amendment No. 3 for the aggregate number of Shares and percentage of the Shares beneficially owned by each of the Reporting Persons. The filing of this Amendment No. 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
(b)	Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Amendment No. 3 for the number of Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VM GP VII LLC

Signature:	/s/ Michael Zaitzeff
Name/Title:	Michael Zaitzeff, Authorized Signatory
Date:	01/29/2026

HoldCo Opportunities Fund V, L.P.

Signature:	/s/ Michael Zaitzeff
Name/Title:	Michael Zaitzeff, Authorized Signatory
Date:	01/29/2026

VM GP X LLC

Signature:	/s/ Michael Zaitzeff
Name/Title:	Michael Zaitzeff, Authorized Signatory
Date:	01/29/2026

HoldCo Asset Management, LP

Signature:	/s/ Michael Zaitzeff
Name/Title:	Michael Zaitzeff, Authorized Signatory
Date:	01/29/2026

VM GP II LLC

Signature:	/s/ Michael Zaitzeff
Name/Title:	Michael Zaitzeff, Authorized Signatory
Date:	01/29/2026

Zaitzeff Michael

Signature:	/s/ Michael Zaitzeff
Name/Title:	Michael Zaitzeff
Date:	01/29/2026

Vikaran Ghei

Signature:	/s/ Vikaran Ghei
Name/Title:	Vikaran Ghei
Date:	01/29/2026

FAQ

What ownership stake in Central Pacific Financial (CPF) does HoldCo Opportunities Fund V report?

HoldCo Opportunities Fund V, L.P. reports beneficial ownership of 2,359,980 shares of Central Pacific Financial common stock, representing 8.9% of the company. This percentage is calculated using 26,374,967 shares outstanding as of December 31, 2025, as disclosed in the filing.

How many CPF shares do Michael Zaitzeff and Vikaran Ghei report owning in the latest 13D/A?

Michael Zaitzeff and Vikaran Ghei each report beneficial ownership of 2,427,576 shares of Central Pacific Financial. This represents 9.2% of the outstanding common stock, based on 26,374,967 shares outstanding as of December 31, 2025, cited in the amendment.

What total shares outstanding did the CPF ownership percentages rely on?

The reported ownership percentages are based on 26,374,967 shares of Central Pacific Financial common stock outstanding as of December 31, 2025. This outstanding share count comes from an exhibit to the company’s Form 8-K filed with the SEC on January 28, 2026.

How did GP VII LLC acquire its Central Pacific Financial shares and what is their value?

GP VII LLC received its Central Pacific Financial shares through an in-kind distribution of carried interest during the wind-down of a prior investment vehicle. It holds 67,596 shares, with an aggregate purchase price of approximately $172,229, including brokerage commissions.

What is the aggregate purchase price for HoldCo Opportunities Fund V’s CPF position?

The filing states that HoldCo Opportunities Fund V’s 2,359,980 shares of Central Pacific Financial have an aggregate purchase price of approximately $67,720,474, including brokerage commissions. The shares were acquired using the fund’s working capital and may be held in margin accounts.

Have the HoldCo reporting group members traded CPF shares recently?

The amendment states that there have been no transactions in Central Pacific Financial securities by the reporting persons during the past 60 days. This means the reported positions reflect holdings without recent buying or selling activity in that period.

Do the reporting persons claim full beneficial ownership of all CPF shares mentioned?

No. The amendment specifies that each reporting person disclaims beneficial ownership of any Central Pacific Financial securities that he or it does not directly own. The filing limits their beneficial ownership claims to the shares directly attributable to each reporting person.