OFG Bancorp (OFG) CEO Fernandez details restricted unit vesting and share withholding

Rhea-AI Filing Summary

OFG Bancorp CEO and Chairman Jose Rafael Fernandez reported equity award activity involving company stock. On January 9, 2026, 13,481 Restricted Units were converted to the same number of shares of Common Stock, reflecting the vesting of a portion of prior equity grants. These Restricted Units convert to Common Stock on a one-for-one basis and represent 33% of a grant made on January 1, 2024 under OFG Bancorp’s omnibus performance incentive plan.

On the same date, 5,895 shares of Common Stock were withheld at a price of $41.02 per share to cover applicable taxes related to the vesting. After these transactions, Fernandez directly held 192,260.688 shares of Common Stock and 44,685.17 Restricted Units. The restricted units are scheduled to vest in three equal annual installments of 33% on each of the first, second, and third anniversaries of the award date, subject to plan provisions.

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

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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)
01/09/2026

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	01/09/2026		M		13,481	A	(1)	198,155.688	D
Common Stock(2)	01/09/2026		F		5,895	D	$41.02	192,260.688	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)	01/09/2026		M			13,481	(5)	(5)	Common Stock	13,481	(1)	44,685.17	D

Explanation of Responses:

1. Not applicable.

2. Represents shares of Common Stock withheld against Restricted Units for payment of applicable taxes.

3. This represents 33% of a grant of Restricted Units ("RUs") of January 1, 2024.

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

5. Subject to the provisions of the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan, the Restricted Period shall lapse in three annual installments as follows: 33% on the first anniversary, 33% on the second anniversary, and 33% on the third anniversary of the date of the Award.

Remarks:

	/s/ Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for FERNANDEZ JOSE RAFAEL	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did OFG (OFG Bancorp) report for January 9, 2026?

OFG Bancorp reported that CEO and Chairman Jose Rafael Fernandez had 13,481 Restricted Units convert into 13,481 shares of Common Stock on January 9, 2026, reflecting a vesting event under the company’s equity incentive plan.

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

The filing shows that 5,895 shares of Common Stock were withheld at a price of $41.02 per share, representing shares taken from Restricted Units to pay applicable taxes associated with the vesting.

How many OFG Bancorp shares does Jose Rafael Fernandez own after the reported transactions?

Following the reported transactions, Jose Rafael Fernandez directly owned 192,260.688 shares of OFG Bancorp Common Stock, as disclosed in the Form 4.

What is the status of Jose Rafael Fernandez’s remaining Restricted Units at OFG Bancorp?

After the vesting on January 9, 2026, Fernandez beneficially owned 44,685.17 Restricted Units. These Restricted Units convert into Common Stock on a one-for-one basis, subject to the terms of the company’s equity plan.

How do the OFG Bancorp Restricted Units held by the CEO vest over time?

According to the filing, the Restricted Units are subject to a three-year vesting schedule: 33% on the first anniversary of the award date, 33% on the second anniversary, and 33% on the third anniversary, under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan.

What grant does the 13,481 Restricted Units vesting relate to at OFG Bancorp?

The 13,481 Restricted Units that vested on January 9, 2026 represent 33% of a grant of Restricted Units made on January 1, 2024, as explained in the footnotes to the Form 4.