OFG Bancorp director reports equity award and tax withholding

OFG Bancorp director Nestor De Jesus reported equity award activity involving restricted units and common stock.

Rhea-AI Filing Summary

OFG Bancorp director Nestor De Jesus reported equity award activity involving restricted units and common stock. On March 4, 2026, 1,500 Restricted Units were exercised or converted into common stock on a one-to-one basis pursuant to the company’s Amended and Restated 2007 Omnibus Performance Incentive Plan.

On the same date, he acquired 1,500 shares of OFG Bancorp common stock as a grant or award at a stated price of $0.00 per share, and 150 shares of common stock were disposed of at $42.66 per share to cover applicable taxes by withholding shares from the award. After these transactions, he directly owned 24,040 shares of common stock.

Insider Trade Summary

1,500 shares exercised/converted

Exercise 3 txns

Insider De Jesus Nestor

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Units	1,500	$0.00	$0.00
Grant/Award	Common Stock	1,500	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	150	$42.66	$6K

Holdings After Transaction: Restricted Units — 0 contracts (Direct); Common Stock — 24,040 shares (Direct)

Footnotes (4)

1. F1. Not applicable.
2. F2. Represents shares of Common Stock withheld against Restricted Units for payment of appliable taxes.
3. F3. Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. They represent 100% of a grant of Restricted Units dated February 20, 2025.
4. F4. The RUs convert to Common Stock on a one-to-one basis.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did OFG (OFG Bancorp) director Nestor De Jesus report?

Director Nestor De Jesus reported exercising 1,500 Restricted Units and acquiring 1,500 OFG Bancorp common shares as an award. He also had 150 shares withheld at $42.66 each to satisfy tax obligations related to the equity award.

How many OFG Bancorp shares does Nestor De Jesus own after this Form 4 filing?

After the reported transactions, Nestor De Jesus directly owns 24,040 shares of OFG Bancorp common stock. This figure reflects the award of 1,500 shares and the tax-withholding disposition of 150 shares on March 4, 2026.

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

The Form 4 shows a disposition of 150 OFG Bancorp shares at $42.66, but it is described as shares withheld to pay applicable taxes. This indicates a tax-withholding transaction, not an open-market sale to third-party buyers.

What is the nature of the Restricted Units reported for OFG (OFG Bancorp)?

The Restricted Units were awarded under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. Footnotes state they represent 100% of a grant dated February 20, 2025 and convert into common stock on a one-to-one basis.

What do the transaction codes M, A, and F mean in this OFG Form 4?

Code M reflects an exercise or conversion of derivative securities (Restricted Units). Code A indicates a grant, award, or other acquisition of common stock. Code F represents payment of taxes by delivering or withholding OFG Bancorp shares from the award.

Did the OFG Bancorp director’s Form 4 indicate buying or selling activity in the usual sense?

The filing reports acquisitions through an equity award and a derivative exercise, not open-market buying. The only disposition is 150 shares withheld for tax payment, which is characterized as a tax-withholding transaction rather than a discretionary sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/06/2026 - 06:22 PM Learn about SEC filing dates

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^*

De Jesus Nestor

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		A		1,500	A	(1)	24,190	D
Common Stock	03/04/2026		F		150(2)	D	$42.66	24,040	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)	03/04/2026		M			1,500	(1)	(1)	Common Stock	1,500	(1)	0	D

Explanation of Responses:

1. Not applicable.

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

3. Awarded pursuant to the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan. They represent 100% of a grant of Restricted Units dated February 20, 2025.

4. The RUs convert to Common Stock on a one-to-one basis.

Remarks:

	/s /Nilda M. Vazquez-Rodriguez, Attorney-in-Fact for De Jesus Nestor	03/06/2026
	** 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.