OFG Bancorp (OFG) General Counsel reports routine equity awards and tax withholding

Rhea-AI Filing Summary

OFG Bancorp General Counsel Hugh Gonzalez reported routine equity compensation activity. He exercised 667 Restricted Units into 667 shares of Common Stock and received a separate grant or award of 667 Common shares, both at no cash cost, under the company’s omnibus incentive plan. To cover applicable taxes, 250 Common shares were withheld at a price of $41.39 per share rather than sold on the open market. Following these transactions, Gonzalez directly owns 16,495 Common shares and 1,987 Restricted Units. The Restricted Units convert to Common Stock on a one-for-one basis, and this filing reflects a scheduled vesting and tax withholding event rather than an open-market trade.

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

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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^*

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)
03/10/2026

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	03/10/2026		A		667	A	(1)	16,745	D
Common Stock	03/10/2026		F		250(2)	D	$41.39	16,495	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)	03/10/2026		M			667	(1)	(1)	Common Stock	667	(1)	1,987	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 33% of a grant of Restricted Units of February 23, 2024.

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

Remarks:

	/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for Gonzalez Hugh	03/12/2026
	** 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) General Counsel Hugh Gonzalez report?

Hugh Gonzalez exercised 667 Restricted Units into Common Stock and received a separate grant of 667 Common shares. In the same event, 250 shares were withheld to satisfy tax obligations related to the equity award vesting.

Were any OFG (OFG) shares sold on the open market in this Form 4?

No open-market sale occurred. The 250 OFG Common shares reported under code F were withheld by the company to cover tax liabilities on the vested award, not sold to third-party buyers in the market.

How many OFG (OFG) shares does Hugh Gonzalez own after these transactions?

After the reported transactions, Hugh Gonzalez directly owns 16,495 shares of OFG Common Stock. He also holds 1,987 Restricted Units, which are equity awards that convert into Common Stock on a one-for-one basis upon vesting.

What do the Restricted Units in the OFG (OFG) filing represent?

The Restricted Units are equity awards that convert into OFG Common Stock on a one-for-one basis. The filing notes they were granted under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan and reflect part of a February 23, 2024 grant.

Why were 250 OFG (OFG) shares reported as a disposition at $41.39?

The 250 OFG shares at $41.39 were withheld to pay applicable taxes on the vested Restricted Units. This tax-withholding disposition reduces the shares delivered to the insider but does not indicate a discretionary market sale of company stock.

Is the OFG (OFG) Form 4 for Hugh Gonzalez a routine compensation event?

Yes. The Form 4 reflects routine equity compensation: vesting and exercise of Restricted Units, a related stock award grant, and share withholding for taxes. It does not show any open-market purchase or sale activity by the General Counsel.