SEC Form S-8 filed by Cathay General Bancorp

As filed with the Securities and Exchange Commission on November 21, 2025

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933
 

CATHAY GENERAL BANCORP

(Exact name of registrant as specified in its charter)

CATHAY GENERAL BANCORP

2005 INCENTIVE PLAN

(As Amended and Restated)

(Full title of the plan)

May K. Chan

SVP, General Counsel, Secretary and Sustainability Officer

777 North Broadway

Los Angeles, California 90012

(Name and address of agent for service)

(213) 625-4700

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed to register the offer and sale of 1,724,538 additional shares of common stock, par value $0.01 per share, of Cathay General Bancorp (“Registrant”) under the Cathay General Bancorp 2005 Incentive Plan (As Amended and Restated). Pursuant to General Instruction E to Form S-8, this registration statement hereby incorporates by reference the contents of the registration statements on Form S-8 filed by Registrant with the Securities and Exchange Commission (the “Commission”) on August 22, 2005 (Registration No. 333-127762) and July 27, 2015 (Registration No. 333-205889), with respect to the Cathay General Bancorp 2005 Incentive Plan, as amended and restated, except as otherwise updated or modified by this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of the filing of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under this registration statement have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such documents; provided that the Registrant is not incorporating any documents or information that is deemed furnished and not filed in accordance with the rules and regulations promulgated by the Commission. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

The following documents filed by Registrant with the Commission are also incorporated herein by reference in this registration statement:

Item 6. Indemnification of Directors and Officers.

Registrant’s amended and restated bylaws provide for indemnification of its officers and directors as permitted by Delaware law. Registrant’s amended and restated certificate of incorporation contains a provision, consistent with Delaware law, reducing or eliminating director liability in certain circumstances. Registrant has also entered into indemnification agreements with each director and such officers of the Registrant and its subsidiaries as have been designated by the Board of Directors.

Section 145 of the Delaware General Corporation Law provides that corporations may indemnify an individual made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, because the individual is or was a director, officer, employee or agent of the corporation, against liability incurred in the proceeding if the person acted in good faith and reasonably believed his conduct was in the corporation’s best interest or was not opposed to the corporation’s best interest.

Section 145(c) further provides that a corporation shall indemnify an individual who was fully successful on the merits or otherwise in any proceeding to which the director or officer was a party because the individual was or is a director or officer of the corporation, for reasonable expenses incurred by the director or officer in connection with the proceeding. Section 145(g) provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against and incurred by the person in that capacity, or arising out of such person's status as a director, officer, employee or agent. Registrant currently maintains policies of directors’ and officers’ liability insurance.

Item 8. Exhibits.

^*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 21^st day of November, 2025.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dunson K. Cheng and Chang M. Liu, and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign the registration statement filed herewith and any or all amendments to said registration statement (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.