CPF.NYSECentral Pacific Financial CORP
Form 4: Central Pacific Financial Director Sells Shares Under Pre-Arranged 10b5-1 Plan
Sentiment:
Insider Transaction Report
Agnes Catherine Ngo, a Director of Central Pacific Financial Corp., sold 3,333 shares of common stock for approximately $29.20 per share under a Rule 10b5-1 trading plan.
Summary
- Agnes Catherine Ngo, a Director of Central Pacific Financial Corp. (CPF), reported the sale of 3,333 shares of common stock.
- The transaction occurred on July 14, 2025, at a weighted average price of $29.2002 per share, with individual sale prices ranging from $28.39 to $29.36.
- The sale was executed pursuant to a Rule 10b5-1 Plan, which was established on February 3, 2025, indicating that the timing of the transaction was pre-determined and not discretionary.
- Following the reported transaction, Ms. Ngo's beneficial ownership includes 68,792 shares held indirectly as Co-Trustee of the Hines & Ngo 2000 Family Trust, 5,886 shares indirectly through the CPB Foundation, 2,714 shares indirectly through Robert Hines IRA, and various direct holdings totaling 68,792 shares from multiple PSU and RSU grants.
Sentiment
Score: 5
Explanation: The transaction is a pre-scheduled sale under a Rule 10b5-1 plan, which is a neutral event as it reflects prior planning rather than a new discretionary decision based on current information.
Positives
- The transaction was conducted under a Rule 10b5-1 Plan, which demonstrates pre-planning and reduces concerns about insider trading based on material non-public information.
Negatives
- A Director's sale of shares, even if pre-planned, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, although this is mitigated by the 10b5-1 plan.
Risks
- Potential for negative market perception regarding an insider sale, despite the transaction being pre-scheduled under a Rule 10b5-1 plan.
Future Outlook
NA
Management Comments
- The transaction was effected pursuant to a Rule 10b5-1 Plan entered into by the reporting person on February 3, 2025, indicating no discretion with regard to the timing of the transaction.
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Authorization Update | A Power of Attorney, executed on May 15, 2015, grants specific company officers (including CEO, President, CFO, etc.) the authority to prepare and file SEC Forms 3, 4, and 5 on behalf of A. Catherine Ngo, a Director, ensuring compliance with Section 16(a) of the Exchange Act. | 2015-05-15 | Streamlines the process for insider transaction reporting and ensures timely compliance with SEC regulations for the named individual. |
Related Party Transactions
- Agnes Catherine Ngo holds shares indirectly as Co-Trustee of the Hines & Ngo 2000 Family Trust and through the CPB Foundation, as well as via Robert Hines IRA, indicating existing related party beneficial ownership structures.
Stakeholder Impact
- Shareholders may interpret the insider sale differently; however, the execution under a Rule 10b5-1 plan mitigates potential negative interpretations by demonstrating a pre-planned, non-discretionary transaction.
Key Dates
| Date | Description |
|---|---|
| 2014-03-04 | Original filing date for RSUs performance-based and time-based grants. |
| 2015-02-17 | Grant date for RSUs time-based. |
| 2015-05-15 | Execution date of the Power of Attorney by A. Catherine Ngo. |
| 2015-08-17 | Grant date for RSU time-based grant with a 5-year vesting schedule. |
| 2016-02-16 | Grant date for PSU and RSU time-based grants. |
| 2017-02-15 | Grant date for PSU and RSU time-based grants. |
| 2018-02-15 | Grant date for PSU and RSU time-based grants. |
| 2019-02-15 | Grant date for PSU and RSU time-based grants. |
| 2019-02-15 | Vesting date for 2/16/16 PSU Grant based on 2018 year-end performance results. |
| 2020-02-18 | Vesting date for 2/15/17 PSU Grant based on 2019 year-end performance results. |
| 2020-02-18 | Grant date for RSU Time-Based Grant. |
| 2021-02-16 | Vesting date for 2/15/18 PSU Grant based on 2020 year-end performance results/approval. |
| 2021-02-16 | Grant date for PSU and RSU time-based grants. |
| 2022-02-15 | Vesting date for 2/15/19 PSU Grant based on 2021 year-end performance results/approval. |
| 2022-02-15 | Grant date for PSU and RSU Time-Based grants. |
| 2023-02-16 | Vesting date for 2/16/21 PSU Grant based on 2022 year-end performance results. |
| 2025-02-03 | Date Rule 10b5-1 Plan was entered into by the reporting person. |
| 2025-02-15 | Vesting date for 2/15/22 PSU Grant based on 2024 year-end performance results/approval. |
| 2025-02-18 | Vesting date for 2/15/22 PSU Grant based on 2024 year-end performance results/approval. |
| 2025-07-14 | Transaction date for the sale of common stock. |
Recommendation
holdKeywords
Central Pacific Financial Corp, CPF, Agnes Catherine Ngo, Director, Form 4, Insider Trading, Stock Sale, Rule 10b5-1 Plan, Common Stock, Beneficial Ownership
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