OFG Bancorp executive exercises awards, pays taxes

OFG Bancorp Chief Retail Banking Officer Mari Evelyn Rodriguez reported compensation-related equity transactions involving company stock.

Rhea-AI Filing Summary

OFG Bancorp Chief Retail Banking Officer Mari Evelyn Rodriguez reported compensation-related equity transactions involving company stock. On May 19, 2026, she exercised awards classified as derivative conversions and had a portion of the resulting shares withheld for taxes.

Rodriguez had 1,957 shares of Common Stock disposed of at $45.74 per share to cover tax obligations tied to Performance Units and Restricted Units. She also exercised awards for 3,500 Restricted Units, which convert to Common Stock on a one‑to‑one basis, and held 15,729 shares of Common Stock directly after these transactions, along with 4,827 Restricted Units remaining under the company’s incentive plan.

Insider Trade Summary

3,500 shares exercised/converted

Exercise 3 txns

Insider Rodriguez Mari Evelyn

Role Chief Retail Banking Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Units	3,500	$0.00	$0.00
Exercise	Common Stock	8,750	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,957	$45.74	$90K

Holdings After Transaction: Restricted Units — 4,827 contracts (Direct); Common Stock — 13,772 shares (Direct)

Footnotes (5)

1. F1. Represents shares of Common Stock received upon settlement of a Performance Share Unit award on May 1, 2023, and conversion of Restricted Units, both awarded under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan.
2. F2. Not applicable.
3. F3. Represents shares of Common Stock withheld against Performance Units and Restricted Units for payment of applicable taxes.
4. F4. Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. They represent 33% of a grant of Restricted Units of May 1, 2023.
5. F5. The Restricted Units convert to Common Stock on a one-to-one basis.

Key Figures

Tax-withheld shares: 1,957 shares Tax-withholding price: $45.74/share Restricted Units exercised: 3,500 units +3 more

6 metrics

Tax-withheld shares 1,957 shares Common Stock withheld for taxes at $45.74 per share

Tax-withholding price $45.74/share Value used for 1,957 withheld Common Stock shares

Restricted Units exercised 3,500 units Restricted Units converted to Common Stock one-to-one

Common Stock after transactions 15,729 shares Direct holdings of Common Stock following reported events

Restricted Units remaining 4,827 units Outstanding Restricted Units after derivative transaction

Total tax-withholding shares 1,957 shares TaxWithholdingShares in transaction summary

Key Terms

Performance Share Unit, Restricted Units, tax-withholding disposition, derivative exercise/conversion, +1 more

5 terms

Performance Share Unit financial

"Represents shares of Common Stock received upon settlement of a Performance Share Unit award on May 1, 2023"

A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.

Restricted Units financial

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

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan financial

"awarded under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

OFG Bancorp reported that Mari Evelyn Rodriguez exercised equity awards and had shares withheld for taxes. The Form 4 shows derivative conversions into Common Stock and a related tax-withholding disposition, all tied to company incentive plan awards.

How many OFG Bancorp shares were withheld for taxes in this Form 4?

The filing shows 1,957 shares of OFG Bancorp Common Stock disposed of at $45.74 per share. Footnotes explain these shares were withheld against Performance Units and Restricted Units to pay applicable tax obligations, rather than sold in an open-market transaction.

How many OFG Bancorp Restricted Units did Mari Evelyn Rodriguez convert?

Rodriguez exercised 3,500 Restricted Units classified as a derivative transaction. Footnotes state Restricted Units convert to Common Stock on a one-to-one basis, and these units were awarded under OFG Bancorp’s Amended and Restated 2007 Omnibus Performance Incentive Plan.

What are Mari Evelyn Rodriguez’s OFG Bancorp share holdings after these transactions?

After the reported transactions, Rodriguez directly holds 15,729 shares of OFG Bancorp Common Stock. She also retains 4,827 Restricted Units, which remain outstanding under the company’s equity incentive plan as disclosed in the Form 4 data.

Were the OFG Bancorp transactions open-market buys or sells?

No, the reported transactions are not open-market trades. The Form 4 classifies them as derivative exercises and a tax-withholding disposition, reflecting equity award settlement and tax payments rather than discretionary buying or selling in the market.

Which incentive plan governs the OFG Bancorp awards reported in this Form 4?

The awards are governed by the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. Footnotes state the Common Stock and Restricted Units involved in these transactions were granted and settled under this long-term equity incentive program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:23 PM Learn about SEC filing dates

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^*

Rodriguez Mari Evelyn

(Last) (First) (Middle)

P.O. BOX 195115

(Street)

SAN JUAN PUERTO RICO 00919-5115

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2026		M		8,750(1)	A	(2)	15,729	D
Common Stock	05/19/2026		F		1,957(3)	D	$45.74	13,772	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(4)	(5)	05/19/2026		M			3,500	(2)	(2)	Common Stock	3,500	(2)	4,827	D

Explanation of Responses:

1. Represents shares of Common Stock received upon settlement of a Performance Share Unit award on May 1, 2023, and conversion of Restricted Units, both awarded under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan.

2. Not applicable.

3. Represents shares of Common Stock withheld against Performance Units and Restricted Units for payment of applicable taxes.

4. Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. They represent 33% of a grant of Restricted Units of May 1, 2023.

5. 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	05/21/2026
	** 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)