What are the performance conditions tied to Michael McDonald’s First BanCorp Performance Share Units?

The vested units were based on three-year performance goals for relative total shareholder return versus the KBW Regional Bank Index and a tangible book value per share target. Results equaled 150% of target for TSR and 101.46% of target for the tangible book value metric.

Does Michael McDonald still hold unvested Performance Share Units in First BanCorp?

Yes. He has 11,837 Performance Share Units outstanding, granted in two tranches on March 21, 2024 and March 19, 2025. Each unit represents a contingent right to receive one First BanCorp common share if specified performance goals are achieved over the performance period.

First BanCorp (NYSE: FBP) EVP nets shares after PSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FIRST BANCORP /PR/ executive vice president Michael McDonald exercised performance-based equity awards and settled related taxes in shares. On March 16, 2026, he exercised 10,380 Performance Share Units into the same number of First BanCorp common shares at a conversion price of $0.00 per share.

To cover tax obligations on vested awards, 3,966 common shares were withheld at $20.57 per share through tax-withholding dispositions, a non-market mechanism. After these transactions, McDonald directly held 69,351 shares of First BanCorp common stock and 11,837 outstanding Performance Share Units that remain subject to future performance-vesting conditions.

Insider Trade Summary

10,380 shares exercised/converted

Mixed 4 txns

Insider McDonald Michael

Role EVP

Type	Security	Shares	Price	Value
Exercise	Performance Share Unit	10,380	$0.00	--
Exercise	First BanCorp Common Stock, par value $0.10 per share	10,380	$0.00	--
Tax Withholding	First BanCorp Common Stock, par value $0.10 per share	2,736	$20.57	$56K
Tax Withholding	First BanCorp Common Stock, par value $0.10 per share	1,230	$20.57	$25K

Holdings After Transaction: Performance Share Unit — 11,837 shares (Direct); First BanCorp Common Stock, par value $0.10 per share — 73,317 shares (Direct)

Footnotes (1)

Performance Share Units granted as a performance award, vesting based upon degree of achievement of performance goal. Each Performance Share Unit represents a contingent right to receive one share of FBP common stock. At the end of the three-year performance period, 50% of the award is paid for threshold-level performance up to 150% for maximum level performance, in FBP common stock free of restriction. Amounts between threshold, target, and maximum level performance are interpolated to reward incremental achievement and no amounts are paid if actual results of the performance goal are below threshold-level performance. Performance Share Units that vested based upon the degree of achievement of equally weighed performance goals at the end of a three-year performance period, comprising: (i) our total shareholder return relative to companies comprising the KBW Regional Bank Index ("TSR Target Performance"); and (ii) our pre-established targeted tangible book value per share goal ("TBV Target Performance"). Performance Share Units vested based on the achievement of (i) the TSR Target Performance goal at a level resulting in 150% of target, and (ii) the TBV Target Performance goal at a level resulting in 101.46% of target, each pursuant to the grant of Performance Units awarded on March 16, 2023. Shares withheld to cover taxes related to Performance Shares Units that vested on March 16, 2026 pursuant to the terms of the long-term incentive award made on March 16, 2023. Shares withheld to cover taxes related to restricted stock that vested on March 16, 2026 pursuant to the terms of the restricted stock award made on March 16, 2023. The amount of 11,837 Performance Share Units were granted as a performance award with 6,023 shares granted on March 21, 2024 and 5,814 shares granted on March 19, 2025, and vest upon the degree of achievement of performance goals. Each Performance Share Unit represents a contingent right to receive one share of FBP common stock.

Form 4 Insider Transactions: What Each Field Means →

03/18/2026 - 05:00 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McDonald Michael

(Last)

(First)

(Middle)

P.O. BOX 9146

(Street)

SAN JUAN

PUERTO RICO

00908-0146

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FIRST BANCORP /PR/ [ FBP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
First BanCorp Common Stock, par value $0.10 per share	03/16/2026		M		10,380⁽¹⁾	A	⁽²⁾	73,317	D
First BanCorp Common Stock, par value $0.10 per share	03/16/2026		F		2,736⁽³⁾	D	$20.57	70,581	D
First BanCorp Common Stock, par value $0.10 per share	03/16/2026		F		1,230⁽⁴⁾	D	$20.57	69,351	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Unit	⁽¹⁾	03/16/2026		M			10,380	⁽²⁾	03/16/2026	Common Stock	10,380⁽²⁾	⁽¹⁾	11,837⁽⁵⁾	D

Explanation of Responses:

1. Performance Share Units granted as a performance award, vesting based upon degree of achievement of performance goal. Each Performance Share Unit represents a contingent right to receive one share of FBP common stock. At the end of the three-year performance period, 50% of the award is paid for threshold-level performance up to 150% for maximum level performance, in FBP common stock free of restriction. Amounts between threshold, target, and maximum level performance are interpolated to reward incremental achievement and no amounts are paid if actual results of the performance goal are below threshold-level performance.

2. Performance Share Units that vested based upon the degree of achievement of equally weighed performance goals at the end of a three-year performance period, comprising: (i) our total shareholder return relative to companies comprising the KBW Regional Bank Index ("TSR Target Performance"); and (ii) our pre-established targeted tangible book value per share goal ("TBV Target Performance"). Performance Share Units vested based on the achievement of (i) the TSR Target Performance goal at a level resulting in 150% of target, and (ii) the TBV Target Performance goal at a level resulting in 101.46% of target, each pursuant to the grant of Performance Units awarded on March 16, 2023.

3. Shares withheld to cover taxes related to Performance Shares Units that vested on March 16, 2026 pursuant to the terms of the long-term incentive award made on March 16, 2023.

4. Shares withheld to cover taxes related to restricted stock that vested on March 16, 2026 pursuant to the terms of the restricted stock award made on March 16, 2023.

5. The amount of 11,837 Performance Share Units were granted as a performance award with 6,023 shares granted on March 21, 2024 and 5,814 shares granted on March 19, 2025, and vest upon the degree of achievement of performance goals. Each Performance Share Unit represents a contingent right to receive one share of FBP common stock.

	/s/ Adolfo Sepulveda, Esq., Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did First BanCorp (FBP) EVP Michael McDonald report in this Form 4?

Michael McDonald reported exercising 10,380 Performance Share Units into common stock and settling related taxes with 3,966 withheld shares. These actions reflect equity compensation vesting and tax withholding, not open-market buying or selling of First BanCorp shares.

How many First BanCorp shares does Michael McDonald hold after these transactions?

After the March 16, 2026 transactions, Michael McDonald directly holds 69,351 shares of First BanCorp common stock. This figure reflects his position after exercising 10,380 Performance Share Units and having 3,966 common shares withheld to satisfy associated tax obligations.

Were any of Michael McDonald’s First BanCorp transactions open-market buys or sells?

No open-market purchases or sales were reported. The Form 4 shows a derivative exercise of 10,380 Performance Share Units and two tax-withholding dispositions totaling 3,966 shares, which are administrative share withholdings to pay taxes rather than discretionary market trades.

What was the price used for tax-withholding on Michael McDonald’s First BanCorp shares?

For the tax-withholding dispositions on March 16, 2026, 3,966 First BanCorp common shares were withheld at $20.57 per share. These withholdings were used to cover taxes related to vested Performance Share Units and restricted stock from long-term incentive awards granted in March 2023.