[8-K] Popular, Inc. Popular Capital Tr II 6.125% Reports Material Event

Rhea-AI Filing Summary

Popular (NASDAQ:BPOPM) filed an 8-K announcing a material leadership change. The Board appointed Javier D. Ferrer as Director, President and Chief Executive Officer of Popular, its holding company Popular North America, and banking subsidiaries Banco Popular de Puerto Rico and Popular Bank, all effective July 1 2025.

Ferrer has been President & COO since May 2024, overseeing all business units and strategic planning. The filing confirms no family relationships or special arrangements and notes ordinary-course loans with standard terms. No financial statements accompanied the report; only XBRL cover-page exhibits were filed under Item 9.01. The succession represents a significant governance event that may influence strategic direction across Puerto Rico, mainland U.S. and Virgin Islands operations.

Positive

• None.

Negative

• CEO succession: Appointment of Javier D. Ferrer introduces leadership transition risk and strategic uncertainty until his performance and direction are demonstrated.

Insights

Corporate Governance Analyst

TL;DR: Internal COO promoted to CEO; Board seeks continuity, impact neutral near-term.

The Board elevated Javier D. Ferrer from COO to CEO and director, effective July 1. Because Ferrer already manages core operations and strategy, the move signals continuity rather than a directional shift. The absence of compensation details suggests those terms remain pending or unchanged, limiting immediate cost implications. Ordinary-course related loans appear immaterial, mitigating conflict-of-interest concerns under Regulation O. Investors should watch forthcoming guidance to assess whether Ferrer accelerates digital initiatives he previously spearheaded. Until the market observes execution, the succession is best viewed as governance housekeeping with neutral financial impact.

Risk Analyst

TL;DR: CEO transition brings execution risk, but internal hire limits disruption.

Leadership turnover inherently raises operational and strategic uncertainty, especially for a cross-jurisdictional bank. However, appointing an insider who already oversees Puerto Rico and U.S. businesses reduces transition friction and preserves institutional knowledge. No disclosure of severance for outgoing leadership suggests limited one-time costs. Key risk is whether Ferrer can sustain growth while navigating regulatory scrutiny in multiple markets. Investors should monitor initial 90-day strategic communications for clues on capital allocation and risk appetite. Overall impact remains neutral until measurable policy changes emerge.

false 0000763901 0000763901 2025-06-27 2025-06-27 0000763901 us-gaap:CommonStockMember 2025-06-27 2025-06-27 0000763901 us-gaap:CumulativePreferredStockMember 2025-06-27 2025-06-27

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 27, 2025

POPULAR, INC.

(Exact name of registrant as specified in its charter)

Puerto Rico		001-34084		66-0667416
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

209 Muñoz Rivera Avenue
Hato Rey, Puerto Rico		00918
(Address of principal executive offices)		(Zip code)

(787) 765-9800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication 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 ($0.01 par value)		BPOP		The NASDAQ Stock Market
6.125% Cumulative Monthly Income Trust Preferred Securities		BPOPM		The NASDAQ Stock Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 27, 2025, the Board of Directors of Popular, Inc. (the “Corporation”) appointed Javier D. Ferrer to serve as a director of the Corporation, effective July 1, 2025.

Mr. Ferrer has been appointed President and Chief Executive Officer of the Corporation effective July 1, 2025. Mr. Ferrer has also been appointed as President and Chief Executive Officer of the Corporation’s bank holding company subsidiary, Popular North America, Inc. (“PNA”), and its two banking subsidiaries, Banco Popular de Puerto Rico (“BPPR”) and Popular Bank (“PB”), in each case effective July 1, 2025. Mr. Ferrer has served, since May 2024, as President and Chief Operating Officer of the Corporation, PNA and BPPR and as President of PB, overseeing all business units in Puerto Rico, the mainland United States and the Virgin Islands, as well as directing the Corporation’s strategic planning and data and analytics functions.

There are no arrangements or understandings between Mr. Ferrer and any other person pursuant to which Mr. Ferrer was selected to serve as director of the Corporation. There are no family relationships between Mr. Ferrer and any director or executive officer of the Corporation. BPPR, the Corporation’s Puerto Rico-based banking subsidiary, has several outstanding loan transactions with Mr. Ferrer, his immediate family and entities controlled by them that were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with third parties, and did not involve and do not currently involve more than normal risks of collection or present other unfavorable features.

Item 9.01. Financial Statements and Exhibits.

101		Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

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.

				POPULAR, INC. (Registrant)
Date: June 27, 2025				By:		/s/ José R. Coleman Tió
						José R. Coleman Tió
						Executive Vice President and Chief Legal Officer

FAQ

When will Javier D. Ferrer assume the CEO role at Popular [[BPOPM]]?

The 8-K states Ferrer becomes President & CEO effective July 1 2025.

Which entities will Ferrer lead after the transition at [[BPOPM]]?

He will head Popular, Popular North America, Banco Popular de Puerto Rico and Popular Bank.

Did Popular disclose new compensation terms for the incoming CEO [[BPOPM]]?

No. The filing mentions no compensation or contract changes for Ferrer.

Are there family relationships between Javier D. Ferrer and Popular's directors [[BPOPM]]?

The filing affirms no family relationships with any director or executive officer.

Were financial statements included in Popular's June 27 2025 8-K [[BPOPM]]?

No financial statements were provided; only Inline XBRL cover-page exhibits were filed under Item 9.01.