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OFG Bancorp (NYSE: OFG) CEO logs equity awards and tax share withholdings

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OFG Bancorp CEO and Chairman Jose Rafael Fernandez reported routine equity compensation transactions. He exercised 11,490 Restricted Units, which converted into the same number of shares of common stock at $0.00 per share, and received a grant or award of 11,490 common shares, all held directly. The restricted units convert to common stock on a one-for-one basis and were awarded under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan, representing 33% of grants made on February 21, 2023 and February 20, 2025. To cover tax obligations, 1,523 shares were disposed of at $42.66 per share and 2,195 shares at $41.39 per share, with the shares withheld against restricted units for applicable taxes. After these transactions, Fernandez directly owned about 211,720 common shares of OFG Bancorp.

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Insider FERNANDEZ JOSE RAFAEL
Role CEO; Chairman BOD
Type Security Shares Price Value
Exercise Restricted Units 11,490 $0.00 --
Grant/Award Common Stock 11,490 $0.00 --
Tax Withholding Common Stock 1,523 $42.66 $65K
Tax Withholding Common Stock 2,195 $41.39 $91K
Holdings After Transaction: Restricted Units — 33,195.17 shares (Direct); Common Stock — 215,243.688 shares (Direct)
Footnotes (1)
  1. Not applicable. Represents shares of Common Stock withheld against Restricted Units for payment of applicable taxes. Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. They represent 33% of grants of Restricted Units of February 21, 2023, and February 20, 2025. The Restricted Units convert to Common Stock on a one-for-one basis.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
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 11,490 A (1) 215,243.688 D
Common Stock 03/04/2026 F 1,523(2) D $42.66 213,720.688 D
Common Stock 03/04/2026 F 2,195(2) D $41.39 211,525.688 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
Restricted Units(3) (4) 03/04/2026 M 11,490 (1) (1) Common Stock 11,490 (1) 33,195.17 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 grants of Restricted Units of February 21, 2023, and February 20, 2025.
4. The Restricted Units convert to Common Stock on a one-for-one basis.
Remarks:
/s/ Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for FERNANDEZ JOSE RAFAEL 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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did OFG (OFG) CEO Jose Rafael Fernandez report?

Jose Rafael Fernandez reported exercising 11,490 Restricted Units and receiving 11,490 common shares. He also disposed of 1,523 shares at $42.66 and 2,195 shares at $41.39 to satisfy tax withholding obligations tied to these equity awards.

Were the OFG (OFG) insider share disposals open-market sales?

No, the disposals were for tax withholding. A total of 1,523 shares at $42.66 and 2,195 shares at $41.39 were delivered to cover tax liabilities on equity awards, rather than representing discretionary open-market share sales by the CEO.

How many OFG (OFG) Restricted Units did the CEO convert to common stock?

The CEO exercised 11,490 Restricted Units, which converted into 11,490 shares of OFG Bancorp common stock on a one-for-one basis. These units were granted under the company’s Amended and Restated 2007 Omnibus Performance Incentive Plan.

What equity award plan governs the OFG (OFG) CEO’s reported grants?

The reported awards were granted under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. The filing notes that the reported Restricted Units represent 33% of grants made on February 21, 2023, and February 20, 2025.

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

Following the transactions, Jose Rafael Fernandez directly owned approximately 211,721 shares of OFG Bancorp common stock. This figure reflects the exercise and award of shares, net of the shares delivered to satisfy associated tax withholding requirements.

What was the price used for OFG (OFG) tax-withholding share dispositions?

For tax withholding, 1,523 shares were valued at $42.66 per share and 2,195 shares at $41.39 per share. These prices were used in delivering shares to satisfy exercise price or tax liabilities tied to the CEO’s equity compensation.