OFG Form 4: CEO/Chairman discloses 600‑share gift; ownership ~214.7K shares

Rhea-AI Filing Summary

Jose Rafael Fernandez, the CEO and Chairman of OFG Bancorp (OFG), reported a non‑derivative transaction dated 09/22/2025 in which 600 shares of common stock were disposed of under transaction code G, which the filer explains is a bona fide gift with no consideration received. After the reported transaction, Mr. Fernandez is shown as beneficially owning 214,674.688 shares in a direct capacity. The Form 4 was submitted by a single reporting person and executed via an attorney‑in‑fact.

Positive

• Timely and complete disclosure of the insider transaction under Section 16
• Clear explanation that the 600‑share disposition was a bona fide gift with no consideration received

Negative

• Minor reduction in the CEO/Chairman's direct shareholding (600 shares), though immaterial relative to total ownership

Insights

Corporate Governance Expert

TL;DR: Small, disclosed gift from the CEO/Chairman; routine reporting, limited governance implications.

The reported 600‑share gift is explicitly described as a bona fide gift and is fully disclosed on Form 4, meeting Section 16 reporting obligations. Given the 214,674.688 shares remaining beneficially owned, the disposal represents a de minimis change in ownership (~0.28% of the reported holding). There is no indication of any change in role or control and no derivative transactions were reported, so governance impact is minimal.

Securities Analyst

TL;DR: Transaction is minor and non‑economic (gift); unlikely to affect OFG's valuation or trading.

The disposition code G and the explanation clarify this was a gift with no proceeds, which distinguishes it from a market sale. The size (600 shares) relative to the total beneficial holding of 214,674.688 shares is immaterial to ownership percentage and provides no new signal about insider liquidity needs or outlook. No derivative positions were reported, so there are no changes to option exposure.

Insider Trade Summary

600 shares gifted

Mixed 1 txn

Insider FERNANDEZ JOSE RAFAEL

Role CEO; Chairman BOD

Type	Security	Shares	Price	Value
Gift	Common Stock	600	$0.00	--

Holdings After Transaction: Common Stock — 214,674.688 shares (Direct)

Footnotes (1)

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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).

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)
09/22/2025

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	09/22/2025		G		600	D	(1)	214,674.688	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

Explanation of Responses:

1. This transaction represents a bona fide gift and no consideration was received in connection with the gift.

Remarks:

	/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for FERNANDEZ JOSE RAFAEL	09/22/2025
	** 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 transaction did OFG insider Jose Rafael Fernandez report on Form 4?

He reported a disposition of 600 shares of OFG common stock under transaction code G (a gift).

How many OFG shares does Jose Rafael Fernandez beneficially own after the transaction?

He beneficially owns 214,674.688 shares following the reported transaction.

What does transaction code G mean on a Form 4 for OFG (OFG)?

Transaction code G indicates the filing reports a bona fide gift, and the filer stated no consideration was received.

Was the Form 4 filed by multiple reporting persons for OFG?

No. The form indicates it was filed by one reporting person.

Were any derivative securities reported in this Form 4 for OFG?

No derivative securities were reported; only a non‑derivative common stock disposition is shown.