Form 4: Central Pacific Financial CEO Gifts 4,000 Shares, Details Extensive Equity Holdings
Insider Transaction Report
Central Pacific Financial Corp.'s President and CEO, Arnold D. Martines, reported a gift of 4,000 common shares and disclosed a comprehensive breakdown of his remaining beneficial ownership, including various performance and restricted stock unit grants.
Summary
- Arnold D. Martines, President and CEO of Central Pacific Financial Corp. (CPF), reported a disposition of 4,000 shares of Common Stock via a gift (Transaction Code 'G') on July 31, 2025.
- The gifted shares were transferred at a price of $0 to 'AUW', likely a charitable organization.
- Following this transaction, Martines beneficially owns a significant number of Common Stock shares, categorized by various Performance Share Unit (PSU) and Restricted Stock Unit (RSU) grants.
- Beneficial ownership includes 1,335, 982, 1,113, 491, 1,069, 1,956, 1,643, 1,490, 10,507, 696, 1,260, 2,950, 2,405, 370, 3,813, 170, 197, 1,101, 17,854, 409, 13,052, and 10,437 shares held directly.
- Indirect beneficial ownership through a spouse includes 738, 281, 579, 592, and 3,859 shares.
- PSU grants (Notes 2-8) have cliff vesting schedules based on year-end performance results, with vesting dates ranging from February 2020 to February 2025.
- RSU grants (Notes 9-25) are primarily time-based, vesting evenly over 3 or 5 years, with grant dates spanning from February 2015 to February 2025.
Sentiment
Score: 6
Explanation: The filing reports a charitable gift of shares by the CEO, which is generally a neutral to slightly positive event from a corporate governance and social responsibility perspective, but it does not directly impact the company's financial performance or outlook.
Positives
- The gift of 4,000 shares to 'AUW' demonstrates charitable giving by the CEO, which can be viewed positively from a corporate social responsibility perspective.
Risks
- Intentional misstatements or omissions of facts in SEC filings constitute Federal Criminal Violations, as noted in the filing, highlighting the legal risks associated with inaccurate reporting.
Future Outlook
The filing does not contain forward-looking statements or guidance regarding the company's financial performance or strategic direction; it solely reports an insider transaction and beneficial ownership details.
Management Comments
- The Power of Attorney states that Central Pacific Financial Corp. and the attorneys-in-fact are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or any other securities laws, rules or regulations.
Industry Context
This Form 4 filing is a routine disclosure of an insider transaction and does not provide broader industry context or trends. It reflects an individual executive's equity activity within the financial services sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Authorization of Filings | Arnold D. Martines granted a Power of Attorney to Central Pacific Bank Human Resources Division management and staff, authorizing them to execute and file Forms 3, 4, and 5 with the SEC on his behalf for Section 16(a) reporting purposes. | 05/16/2014 | This streamlines the process for insider trading compliance filings for the CEO, ensuring timely and accurate reporting by designated company personnel. |
Related Party Transactions
- A gift of 4,000 shares was made to 'AUW', which is likely a charitable organization. The filing does not specify if 'AUW' is a formal related party beyond being the recipient of a donation.
Stakeholder Impact
- Shareholders: The gift of shares by the CEO is a minor disposition and does not significantly impact the company's overall share structure or value. It may be viewed as a positive signal of charitable engagement.
- Employees: No direct impact on employees is indicated by this filing.
- Customers: No direct impact on customers is indicated by this filing.
- Suppliers: No direct impact on suppliers is indicated by this filing.
- Creditors: No direct impact on creditors is indicated by this filing.
Next Steps
- Future vesting of various Performance Share Units (PSUs) and Restricted Stock Units (RSUs) held by Arnold D. Martines will occur on their respective scheduled dates, contingent on performance results for PSUs and continued employment for time-based RSUs.
Key Dates
| Date | Description |
|---|---|
| 05/16/2014 | Date Arnold D. Martines signed the Power of Attorney authorizing Central Pacific Bank Human Resources Division management and staff to execute SEC Forms 3, 4, and 5 on his behalf. |
| 02/16/2016 | Grant date for an RSU Time-Based Grant (Note 19). |
| 02/15/2017 | Grant date for a PSU Grant (Note 2) and an RSU Time-Based Grant (Note 18). |
| 05/02/2017 | Grant date for an RSU Time-Based Grant (Note 22). |
| 02/15/2018 | Grant date for a PSU Grant (Note 3) and an RSU Time-Based Grant (Note 16). |
| 05/02/2018 | Grant date for an RSU Time-Based Grant (Note 14). |
| 02/15/2019 | Grant date for a PSU Grant (Note 4) and an RSU Time-Based Grant (Note 10). |
| 05/15/2019 | Grant date for an RSU Time-Based Grant (Note 12). |
| 02/18/2020 | Vesting date for the 2/15/17 PSU Grant (Note 2) and grant date for an RSU Time-Based Grant (Note 11). |
| 05/15/2020 | Grant date for an RSU Time-Based Grant (Note 13). |
| 06/01/2020 | Grant date for an RSU Time-Based Grant (Note 15). |
| 02/16/2021 | Vesting date for the 2/15/18 PSU Grant (Note 3) and grant date for PSU Grants (Notes 7 and 8). |
| 02/15/2022 | Vesting date for the 2/15/19 PSU Grant (Note 4) and grant date for PSU Grants (Notes 5 and 6) and an RSU Time-Based Grant (Note 17). |
| 02/15/2023 | Grant date for an RSU Time-Based Grant (Note 9). |
| 02/15/2024 | Vesting date for the 2/16/21 PSU Grant (Note 7). |
| 02/16/2024 | Vesting date for the 2/16/21 PSU Grant (Note 8). |
| 02/15/2025 | Cliff vesting date for the 2/15/22 PSU Grants (Notes 5 and 6). |
| 02/18/2025 | Vesting date for the 2/15/22 PSU Grants (Notes 5 and 6) and grant date for an RSU Grant (Note 25). |
| 07/31/2025 | Date of the reported gift transaction and the filing date of the Form 4. |
| 08/08/2016 | Expiration date of the Notary Public commission for Tyler Y. Takahata, who notarized the Power of Attorney. |
Keywords
Insider Transaction, Form 4, SEC Filing, Central Pacific Financial Corp., CPF, Arnold D. Martines, CEO, Common Stock, Share Gift, Performance Share Units, Restricted Stock Units, Equity Compensation, Beneficial Ownership
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