CFO at OFG Bancorp (NYSE: OFG) exercises units and covers taxes with shares

Rhea-AI Filing Summary

OFG Bancorp Chief Financial Officer Maritza Arizmendi exercised 1,417 Restricted Units into Common Stock and received a matching 1,417-share Common Stock award at no cash cost on March 10, 2026. The Restricted Units convert to Common Stock on a one-for-one basis.

To cover applicable taxes, 431 Common Shares were withheld at $41.39 per share, a tax-withholding disposition rather than an open-market sale. After these equity compensation transactions, Arizmendi directly holds 66,684 Common Shares and 4,011 Restricted Units.

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

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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^*

Arizmendi Maritza

(Last) (First) (Middle)

PO BOX 195115

(Street)

SAN JUAN PR 00919-5115

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OFG BANCORP [ OFG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/10/2026		A		1,417	A	(1)	67,115	D
Common Stock	03/10/2026		F		431(2)	D	$41.39	66,684	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Units(3)	(4)	03/10/2026		M			1,417	(1)	(1)	Common Stock	1,417	(1)	4,011	D

Explanation of Responses:

1. Not applicable.

2. Represents shares of Common Stock withheld against Restricted Units for payment of applicable taxes.

3. Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. They represent 33% of a grant of Restricted Units of February 23, 2024.

4. The Restricted Units convert to Common Stock on a one-for-one basis.

Remarks:

	/s/ Maritza Arizmendi	03/12/2026
	** 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).
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FAQ

What insider transactions did OFG (OFG) report for its CFO?

OFG Bancorp reported that CFO Maritza Arizmendi exercised 1,417 Restricted Units into Common Stock and received a 1,417-share stock award. These equity compensation events occurred on March 10, 2026, as part of the company’s omnibus performance incentive plan.

How many OFG (OFG) shares does the CFO hold after this Form 4?

After the reported transactions, CFO Maritza Arizmendi directly holds 66,684 shares of OFG Bancorp Common Stock. She also holds 4,011 Restricted Units, which are derivative awards that convert into Common Stock on a one-for-one basis under the company’s incentive plan.

Was there an open-market sale by the OFG (OFG) CFO in this filing?

No open-market sale occurred. The Form 4 shows 431 shares of Common Stock were withheld at $41.39 per share solely to pay applicable taxes on vested equity. This F-code transaction is a tax-withholding disposition, not a discretionary market sale of shares.

What do the 1,417 Restricted Units in OFG (OFG) represent?

The 1,417 Restricted Units represent 33% of a February 23, 2024 grant under OFG Bancorp’s Amended and Restated 2007 Omnibus Performance Incentive Plan. Each Restricted Unit converts into one share of Common Stock when vesting conditions are satisfied, according to the Form 4 footnotes.

How were taxes handled on the OFG (OFG) CFO’s equity vesting?

Taxes were satisfied through share withholding. The company withheld 431 shares of OFG Bancorp Common Stock at $41.39 per share to cover applicable tax obligations. This method avoids a separate cash payment by the executive and is common in equity compensation programs.