OFG Bancorp (OFG) CEO gets stock units; shares withheld for tax

Rhea-AI Filing Summary

OFG Bancorp CEO and Chairman Jose Rafael Fernandez reported equity compensation and related tax withholding transactions in company common stock dated January 16, 2026. He received 30,525 shares of Common Stock upon settlement of a prior performance share unit award granted under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. On the same date, 19,032 shares of Common Stock were withheld from him to cover applicable taxes tied to performance share units. After these transactions, he directly beneficially owned 203,753.688 shares of OFG Bancorp common stock.

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
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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^*

FERNANDEZ JOSE RAFAEL

(Last) (First) (Middle)

PO BOX 195115

(Street)

SAN JUAN PUERTO RICO 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO; Chairman BOD

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2026

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	01/16/2026		A		30,525(1)	A	(2)	222,785.688	D
Common Stock	01/16/2026		F		19,032(3)	D	$41.26	203,753.688	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

Explanation of Responses:

1. Represent shares of Common Stock received upon settlement of a performance share unit award on February 21, 2023, under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan.

2. Not applicable.

3. Represent shares of Common Stock withheld against Performance Share Units for payment of applicable taxes.

Remarks:

	/s/ Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for FERNANDEZ JOSE RAFAEL	01/16/2026
	** 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.

FAQ

What insider transaction did OFG (OFG) report for its CEO on January 16, 2026?

OFG Bancorp reported that CEO and Chairman Jose Rafael Fernandez received 30,525 shares of Common Stock on January 16, 2026 upon settlement of a performance share unit award.

Why were 19,032 OFG Bancorp shares reported as disposed of on the Form 4?

The Form 4 states that 19,032 shares of Common Stock were withheld against Performance Share Units for payment of applicable taxes, which is reflected with transaction code F at a price of $41.26.

How many OFG Bancorp shares does CEO Jose Rafael Fernandez own after these transactions?

Following the reported transactions, CEO and Chairman Jose Rafael Fernandez directly beneficially owned 203,753.688 shares of OFG Bancorp Common Stock.

What was the nature of the 30,525 OFG Bancorp shares acquired by the CEO?

The 30,525 shares of Common Stock represent shares received upon settlement of a performance share unit award granted on February 21, 2023 under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan.

Are the OFG Bancorp insider holdings reported as directly or indirectly owned?

The Form 4 shows that the OFG Bancorp Common Stock reported for Jose Rafael Fernandez is held with direct (D) beneficial ownership, with no indirect ownership nature specified.

What roles does Jose Rafael Fernandez hold at OFG Bancorp in this Form 4 filing?

In the filing, Jose Rafael Fernandez is identified as both a Director and an Officer, serving as CEO; Chairman BOD of OFG Bancorp.