Equity award for OFG (NYSE: OFG) director includes 1,500 shares and 150-share tax withholding

Rhea-AI Filing Summary

OFG Bancorp director Sue Harnett reported equity award activity and related tax withholding. On March 4, 2026, 1,500 Restricted Units were exercised or converted into 1,500 shares of Common Stock at $0.00 per share under the company’s Amended and Restated 2007 Omnibus Performance Incentive Plan.

The Restricted Units convert to Common Stock on a one-for-one basis and represent 100% of a grant dated February 20, 2025. On the same date, 150 Common Stock shares, valued at $42.66 per share, were withheld to cover applicable taxes, a tax-withholding disposition rather than an open-market sale. After these transactions, Harnett directly owned 8,470 Common Stock shares.

Insider Trade Summary

1,500 shares exercised/converted

Mixed 3 txns

Insider Harnett Sue

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Units	1,500	$0.00	--
Grant/Award	Common Stock	1,500	$0.00	--
Tax Withholding	Common Stock	150	$42.66	$6K

Holdings After Transaction: Restricted Units — 0 shares (Direct); Common Stock — 8,620 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 100% of a grant of Restricted Units ("RUs") of February 20, 2025. The Restricted Units convert to Common Stock on a one-for-one basis.

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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^*

Harnett Sue

(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)

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

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		1,500	A	(1)	8,620	D
Common Stock	03/04/2026		F		150(2)	D	$42.66	8,470	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			1,500	(1)	(1)	Common Stock	1,500	(1)	0	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 100% of a grant of Restricted Units ("RUs") of 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 Harnett Sue	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.

FAQ

What insider transactions did OFG (OFG) director Sue Harnett report?

Director Sue Harnett reported exercising 1,500 Restricted Units into 1,500 OFG Bancorp Common Stock shares and a related tax-withholding disposition of 150 shares. These actions are tied to an equity incentive grant made on February 20, 2025, under the company’s omnibus performance incentive plan.

How many OFG (OFG) shares does Sue Harnett own after these Form 4 transactions?

After the reported Form 4 transactions, Sue Harnett directly owns 8,470 OFG Bancorp Common Stock shares. This reflects the conversion of 1,500 Restricted Units into shares and the withholding of 150 shares to satisfy applicable tax obligations associated with that equity award.

Were the OFG (OFG) shares in Sue Harnett’s Form 4 sold on the open market?

No, the filing indicates a tax-withholding disposition, not an open-market sale. Specifically, 150 Common Stock shares were withheld from Sue Harnett to pay applicable taxes owed on the equity award, according to the footnote describing payment of tax liability by delivering securities.

What equity award plan is referenced in OFG (OFG) director Sue Harnett’s Form 4?

The equity award was granted under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. The 1,500 Restricted Units reported represent 100% of a grant of Restricted Units dated February 20, 2025, which convert into Common Stock on a one-for-one basis.

What does the Restricted Units conversion mean in OFG (OFG) Sue Harnett’s filing?

The Form 4 explains that the Restricted Units convert to Common Stock on a one-for-one basis. For this transaction, 1,500 Restricted Units became 1,500 OFG Bancorp Common Stock shares, reflecting a derivative exercise or conversion of the award without any cash purchase price per share.

What transaction codes appear in OFG (OFG) director Sue Harnett’s Form 4?

The Form 4 shows code M for exercise or conversion of derivative securities, code A for grant, award, or other acquisition of Common Stock, and code F for payment of tax liability by delivering securities, which in this case involved withholding 150 OFG Bancorp shares for taxes.