OFG Bancorp (OFG) General Counsel settles performance share units, withholds shares for taxes

Rhea-AI Filing Summary

OFG Bancorp’s General Counsel, Gonzalez Hugh, reported equity award activity. On February 9, 2026, he acquired 2,925 shares of Common Stock through the exercise and settlement of a performance share unit award granted under the company’s omnibus incentive plan.

On the same date, 1,248 shares of Common Stock were withheld from these units at a price of $41.26 per share to cover applicable taxes. After these transactions, he directly beneficially owned 15,328 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
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^*

Gonzalez Hugh

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		M		2,925(1)	A	(2)	16,576	D
Common Stock	02/09/2026		F		1,248(3)	D	$41.26	15,328	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 (the "Plan").

2. Not applicable.

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

Remarks:

	/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for Gonzalez Hugh	02/11/2026
	** 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 February 9, 2026?

OFG Bancorp reported that General Counsel Gonzalez Hugh settled a performance share unit award into 2,925 Common Stock shares, with a portion withheld for taxes. Following these transactions, he directly beneficially owned 15,328 OFG Bancorp Common Stock shares.

Who is the insider involved in the latest OFG (OFG) Form 4 filing?

The insider is Gonzalez Hugh, who serves as General Counsel of OFG Bancorp. He reported equity award-related transactions in company Common Stock, reflecting settlement of performance share units and tax withholding, resulting in updated direct beneficial ownership of 15,328 shares.

How many OFG (OFG) shares did the General Counsel acquire through awards?

Gonzalez Hugh acquired 2,925 OFG Bancorp Common Stock shares upon settlement of a performance share unit award granted under the company’s omnibus incentive plan. These shares represent equity compensation rather than an open-market purchase of the stock.

Why were some OFG (OFG) shares withheld in the Form 4 transaction?

Of the shares delivered from performance share units, 1,248 OFG Bancorp Common Stock shares were withheld to pay applicable taxes. This tax-withholding disposition is reflected with transaction code F, using shares instead of cash to satisfy the tax liability.

What is Gonzalez Hugh’s OFG (OFG) share ownership after the Form 4 events?

After the February 9, 2026 transactions, General Counsel Gonzalez Hugh directly beneficially owned 15,328 OFG Bancorp Common Stock shares. This total reflects both the performance share unit settlement and the share withholding for tax obligations reported on the same date.

What do transaction codes M and F mean in the OFG (OFG) insider filing?

Transaction code M shows an exercise or conversion of a derivative security, here the performance share units settling into 2,925 shares. Transaction code F records a tax-withholding disposition, where 1,248 shares were withheld to cover taxes instead of paying cash.