cpf-202506240000701347false12-3100007013472025-06-242025-06-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 24, 2025
Central Pacific Financial Corp.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Hawaii | | 001-31567 | | 99-0212597 |
(State or other
jurisdiction of
incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
220 South King Street, Honolulu, Hawaii
(Address of principal executive office)
96813
(Zip Code)
(808) 544-0500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, No Par Value | | CPF | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 24, 2025, Central Pacific Financial Corp. (the “Corporation”) filed a Statement of Cancellation of Acquired Shares Form DC-7 (the “Statement of Cancellation”) with the State of Hawaii, Department of Commerce and Consumer Affairs to cancel all previously designated, but unissued, shares of the Corporation’s Preferred Stock. Upon their cancellation, all such designated (but unissued) shares were restored to the status of authorized but unissued shares of preferred stock subject to the conditions and restrictions on issuance set forth in the Corporation’s Restated Articles of Incorporation. The number of the Corporation’s authorized but unissued shares of preferred stock remains at 1,000,000 (one million) shares. A copy of the Corporation’s Statement of Cancellation is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| | | | | | | | |
| Exhibit No. | | |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
| | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | | Central Pacific Financial Corp. |
| | | (Registrant) |
| | | |
| | | |
| | | |
| Date: | June 27, 2025 | By: | /s/ Dayna N. Matsumoto |
| | | Dayna N. Matsumoto |
| | | Executive Vice President and Chief Financial Officer |
| | | |