OFG Bancorp (OFG) retail banking chief awarded stock, some withheld for taxes

Rhea-AI Filing Summary

OFG Bancorp Chief Retail Banking Officer Mari Evelyn Rodriguez reported equity compensation and related tax withholding transactions in company stock. On March 4, 2026, 660 Restricted Units were converted into 660 shares of Common Stock on a one-to-one basis. She also received a grant of 660 shares of Common Stock awarded under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan, representing 33% of a February 20, 2025 Restricted Unit grant. In a separate transaction the same day, 183 shares of Common Stock, valued at $42.66 per share, were withheld to cover applicable taxes on the award.

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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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^*

Rodriguez Mari Evelyn

(Last) (First) (Middle)

P.O. 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 Retail Banking Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		A		660	A	(1)	6,644	D
Common Stock	03/04/2026		F		183(2)	D	$42.66	6,461	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)	03/04/2026		M			660	(1)	(1)	Common Stock	660	(1)	6,254	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 ("RUs") of February 20, 2025.

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

Remarks:

	/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for Rodriguez Mari Evelyn	03/06/2026
	** 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).
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FAQ

What insider transactions did OFG (OFG) report for Mari Evelyn Rodriguez?

OFG Bancorp reported that Chief Retail Banking Officer Mari Evelyn Rodriguez acquired 660 shares via Restricted Unit conversion and received an additional 660-share Common Stock award. On the same date, 183 shares were withheld to satisfy tax obligations related to these equity awards.

How many OFG Bancorp shares did the officer acquire and dispose of?

Mari Evelyn Rodriguez acquired 660 shares through Restricted Unit conversion and a further 660-share stock award. She disposed of 183 shares through tax withholding, where shares were delivered back to the issuer to cover applicable tax liabilities on the equity compensation.

What equity compensation plan did OFG (OFG) use for these grants?

The Common Stock award to Mari Evelyn Rodriguez was granted under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. The 660 shares represent 33% of a Restricted Unit grant dated February 20, 2025, which vests and converts into stock over time.

At what price were OFG Bancorp shares withheld for taxes?

For the tax-withholding transaction, 183 shares of OFG Bancorp Common Stock were delivered at a price of $42.66 per share. These shares were withheld specifically to pay applicable taxes arising from the vesting and conversion of previously granted Restricted Units.

How do the Restricted Units convert into OFG Bancorp Common Stock?

The filing states that the Restricted Units convert into OFG Bancorp Common Stock on a one-to-one basis. This means each Restricted Unit becomes one share of Common Stock when it vests or is otherwise settled under the company’s equity incentive plan terms.