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): ~~May~~June 124, 2025

CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)

Delaware	001-31830	95-4274680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 North Broadway, Los Angeles, California 90012

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (213) 625-4700

Not Applicable

(Former name or former address, if changed since last report)

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(s)	Name of each exchange on which registered
Common stock	CATY	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 58.~~02.  Departure~~01 of- ~~Directors~~Other ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On June 4, 2025, Cathay General Bancorp ~~2005~~(the ~~Incentive~~“Company”) ~~Plan~~issued a press release announcing that the Company’s board of directors has adopted a new share repurchase program authorizing the Company to repurchase up to $150,000,000 Asof ~~Amended~~the Company’s common stock. The share repurchases may be made from time to time on the open market or in privately negotiated transactions. The timing, price and ~~Restated~~volume of the share repurchases will be determined by the Company’s management based on its evaluation of market conditions, relevant securities laws and other factors. Repurchases may also be made under a Rule 10b5-1 plan, which if adopted would allow stock repurchases when the Company might otherwise be precluded from doing so under insider trading laws. The share repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. As of the date of the press release, the Company has approximately 70,133,321 shares of common stock outstanding.

The ~~Board~~information in this Form 8-K and the exhibit attached to this Form 8-K contains certain forward-looking statements within the meaning of ~~Directors~~the Private Securities Litigation Reform Act of ~~Cathay~~1995. ~~General~~These ~~Bancorp~~statements ~~(the~~are ~~“Company”)~~based ~~‎previously~~on ~~approved,~~current expectations and are subject to ~~stockholder~~a ~~approval~~number of factors that could cause actual events to differ materially from those anticipated, including without limitation fluctuations in the ~~Cathay~~market ~~General~~price ~~Bancorp~~of ~~2005~~the ~~Incentive~~common ~~Plan~~stock, Asregulatory, ~~Amended~~legal and ~~Restated~~contractual (requirements, other uses of capital, the ~~“Plan”)~~Company’s financial performance, ~~which~~market ~~made~~conditions ~~certain~~generally ~~changes~~or tomodification, ~~the~~extension ~~existing~~or ~~equity~~termination ~~plan~~of ~~and~~the ~~increased~~share repurchase authorization by the ~~number~~board of ~~shares~~directors. ofForward-looking statements are based on beliefs and assumptions using information available at the time the statements are made. The Company’s ~~common~~cautions ~~stock~~you ~~authorized~~not ~~for~~to ~~issuance~~unduly ~~under~~rely on forward-looking statements because the ~~Plan~~assumptions, bybeliefs, 1expectations and projections about future events may,~~724~~ and often do,~~538~~ ~~shares~~differ materially from actual results. AtYou should consider the ~~Company’s~~above ~~2025~~uncertainties ~~Annual~~as ~~Meeting~~well ofas ~~Stockholders‎,~~the precautionary statements included in the Company’s ~~stockholders~~filings ~~approved~~with the ~~Plan~~SEC, ~~which~~including ~~shall~~without belimitation ~~effective~~the as“risk factors” section of ~~May~~its 12Form 10-K. Any forward-looking statement speaks only as to the date on which it is made, ~~2025~~and the Company undertake no obligation to update any forward-looking statement to reflect developments occurring after the statement is made.

A summary of the Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 10, 2025. The summary and the description above of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2025, the Company held its Annual Meeting of Stockholders at which the stockholders voted upon (i) the election of four Class II directors to serve until the 2028 annual meeting of stockholders, (ii) the approval of the Company’s 2005 Incentive Plan, as Amended and Restated, (iii) an advisory (non-binding) resolution to approve the Company’s executive compensation disclosed in the proxy statement, and (iv) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.

The stockholders elected all four Class II director nominees, approved the Company’s 2005 Incentive Plan, as Amended and Restated, the advisory (non-binding) resolution to approve the Company’s executive compensation disclosed in the proxy statement, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year.

On the record date of March 20, 2025, there were 70,004,272 shares of the Company’s common stock issued and outstanding and entitled to vote at the annual meeting. The number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each such matter voted upon, as applicable, are set forth below.

Election of Directors

Nominee	Class	For	Against	Abstain	Broker Non-Votes
Dunson K. Cheng	II	47,843,780	3,380,961	42,068	6,208,877
Chang M. Liu	II	50,254,826	970,023	41,960	6,208,877
Shally Wang	II	49,055,126	2,167,892	43,791	6,208,877
Elizabeth Woo	II	49,347,158	1,875,977	43,674	6,208,877

Proposal to Approve Our 2005 Incentive Plan, as Amended and Restated

For			Against			Abstain			Broker Non-Votes
48,697,079			2,481,806			87,924			6,208,877

Advisory (Non-Binding) Vote to Approve Our Executive Compensation

For			Against			Abstain			Broker Non-Votes
46,513,416			4,637,322			116,071			6,208,877

Proposal to Ratify the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for the 2025 Fiscal Year

For			Against			Abstain			Broker Non-Votes
56,456,002			978,492			41,192			N/A

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

1099.1 Press Release of Cathay General Bancorp, ~~2005~~dated ~~Incentive~~June ~~Plan~~4, ~~As Amended and Restated~~2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~May~~June 135, 2025

	CATHAY GENERAL BANCORP


	By:	/s/ Heng W. Chen
		Heng W. Chen
		Executive Vice President and
		Chief Financial Officer

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