OFG Bancorp (OFG) risk chief nets shares after tax withholding

Rhea-AI Filing Summary

OFG Bancorp Chief Risk Officer Cesar A. Ortiz reported equity award activity involving the company’s common stock. On February 9, 2026, he acquired 3,375 shares through the exercise and settlement of performance share units granted under the OFG Bancorp Omnibus Performance Incentive Plan.

On the same date, 1,946 shares were disposed of to cover tax obligations at a price of $41.26 per share, as shares were withheld against the performance share units for applicable taxes. After these transactions, Ortiz directly held 1,780 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^*

Ortiz Cesar A

(Last) (First) (Middle)

PO BOX 195115

(Street)

SAN JUAN PR 00919

(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)
	Chief Risk Officer

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		3,375(1)	A	(2)	3,726	D
Common Stock	02/09/2026		F		1,946(3)	D	$41.26	1,780	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. Represent shares of Common Stock withheld against Performance Share Units for payment of applicable taxes.

Remarks:

	/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for Ortiz Cesar A	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 transactions did OFG (OFG Bancorp) report for Cesar A. Ortiz?

Cesar A. Ortiz reported equity award activity in OFG Bancorp common stock. He acquired 3,375 shares via performance share unit settlement, and 1,946 shares were withheld to cover taxes, leaving him with 1,780 directly owned shares after the transactions.

Did the OFG Chief Risk Officer buy or sell shares on the open market?

No open-market buy or sell is indicated. Ortiz acquired 3,375 shares through exercise and settlement of performance share units, while 1,946 shares were disposed of solely to cover tax liabilities by share withholding at $41.26 per share.

How many OFG Bancorp shares does Cesar A. Ortiz own after the Form 4 transactions?

Following the reported transactions, Cesar A. Ortiz directly owns 1,780 OFG Bancorp common shares. This reflects shares received from performance share units, net of the 1,946 shares withheld to satisfy tax obligations tied to those awards.

What price was used for the OFG shares withheld for taxes on the award settlement?

The shares withheld to cover taxes were valued at $41.26 per share. A total of 1,946 OFG Bancorp common shares were disposed of at this price for tax-withholding purposes related to performance share unit settlement.

What type of equity award did the OFG Chief Risk Officer settle in this filing?

The filing shows settlement of performance share units. Ortiz received 3,375 OFG Bancorp common shares upon settlement of a performance share unit award granted under the company’s Amended and Restated 2007 Omnibus Performance Incentive Plan.