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): July 24, 2017

CATHAY GENERAL BANCORP

(Exact name of registrant as specified in its charter)

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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               o

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.  o

Item 8.01  Other Events.

The Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the shares of common stock, par value $0.01 per share, of Cathay General Bancorp (the “Company”) offered pursuant to the Prospectus Supplement dated July 24, 2017 by the Selling Security Holder, as defined therein, is filed herewith and is incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-218973).

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

5.1          Opinion of Wachtell, Lipton, Rosen & Katz

23.1        Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1 filed herewith)

2

SIGNATURES

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 hereunto duly authorized.

3

EXHIBIT INDEX

4