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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						Statement of Cancellation of Acquired Shares, Form DC-7, including attachment
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

EX-3.1 2 formdc-7centralpacificfi.htm EX-3.1 formdc-7centralpacificfi

~ www.8USINEssREOISTRAT10NS.COM FORM DC-7 '- 111111111~i1iii1m 111; STATE OF HAWAII FILED 06/24/2025 12:15 PM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street State of Hawaii Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810 Phone No. (808) 586-2727 STATEMENT OF CANCELLATION OF ACQUIRED SHARES (Sedlan-41-4-102, Hawaii RNIGCI &atutelJ PLEASE TYPE OR PRINT LEG/BLY IN BLACK INK The undersigned, duly authorized officer of the corporation submitting this Statement. certifies as follows: 1. The name of the corporation is: CENTRAL PACIFIC FINANCIAL CORP. 2. The total number of shares the corporation is authorized to issue ts: CLASS/SERIES NUMBER OF SHARES See Attachment 3. The number of acquired shares cancelled is: CLASS/SERIES NUMBER OF SHARES See Attachment 4. The total number of authorized sharas remaining after the reduc1ion of the shares is: CLASS/SERIES NUMBER OF SHARES See Attachment 50136D1 The undersigned certifies under the penalties of Section 414-20, Hawaii Revised Statutes, that the undersigned has read the above statements, I/We are authorized to make this change, and that the statements are true and correc1. Signed this _2_4 ___ day of June 2025 Ian Tanaka, Senior Vice President (T~ Name & TIO.) SEE INSTRUCTIONS ON REVERSE SIDE. The articles must be signed by at least one officer of the corporation. m 1/1 -0 0 -~

Attachment to STATEMENT OF CANCELLATION OF ACQUIRED SHARES Corporation: Central Pacific Financial Corp. 2. The total number of shares, itemized by class and series, that the corporation is authorized to issue is: Class/Series Number of Shares Common Stock 185.000.000 Preferred Stock - No Par Value 265,000 Junior Participating Preferred Stock, Series A 500,000 Fixed Rate Cumulative Perpetual Preferred Stock 135,000 Junior Particioatim! Preferred Stock, Series C 100.000 3. The number of acquired shares, itemized by class and series, cancelled is: Class/Series Number of Shares Common Stock 0 Preferred Stock - No Par Value 0 Junior Participating Preferred Stock. Series A 500,000 Fixed Rate Cumulative Perpetual Preferred Stock 135,000 Junior Participating Preferred Stock, Series C I 00,000 4. The total number of authorized shares, itemized by class and series, remaining after the reduction of the shares is: Class/Series Number of Shares* Common Stock 185.000,000 Preferred Stock - No Par Value 1.000,000 Junior Participating Preferred Stock, Series A 0 Fixed Rate Cumulative Peroetual Preferred Stock 0 Junior Participating Preferred Stock. Series C 0 Note: Pursuant to the Corporation's Restated Articles of Incorporation, as amended, all shares of Junior Participating Preferred Stock, Series A, Fixed Rate Cumulative Perpetual Preferred Stock, and Junior Participating Preferred Stock, Series C, shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of the Preferred Stock subject to the conditions and restrictions on issuance set forth in the Restated Articles of Incorporation or in any Statement of Designation creating a series of Preferred Stock. 403648465.2 ... 8 ... ~