OFG Bancorp (OFG) CEO settles 5,150 RSUs with 1,667 shares withheld

Rhea-AI Filing Summary

OFG Bancorp director and CEO Jose Rafael Fernandez reported compensation-related equity activity. He exercised 5,150 Restricted Units, which convert to the same number of shares of Common Stock on a one-for-one basis, and received these shares at a stated price of $0.0000 per share.

To cover tax obligations on this vesting event, 1,667 shares of Common Stock were withheld at $41.3900 per share, rather than sold in the open market. After these transactions, Fernandez directly holds 215,008.688 shares of Common Stock and 28,045.170 Restricted Units, reflecting a routine mix of equity award settlement and tax withholding.

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)
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		5,150	A	(1)	216,675.688	D
Common Stock	03/10/2026		F		1,667(2)	D	$41.39	215,008.688	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)	03/10/2026		M			5,150	(1)	(1)	Common Stock	5,150	(1)	28,045.17	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 FERNANDEZ JOSE RAFAEL	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).
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FAQ

What equity transactions did OFG (OFG) CEO Jose Rafael Fernandez report?

Jose Rafael Fernandez reported exercising 5,150 Restricted Units into Common Stock and a related tax withholding. The activity reflects routine settlement of a prior equity grant under an incentive plan, not an open-market stock purchase or sale.

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

A total of 1,667 shares of Common Stock were withheld at $41.3900 per share to pay applicable taxes on the vested Restricted Units, according to the Form 4 footnotes.

What is Jose Rafael Fernandez’s direct OFG Bancorp (OFG) shareholding after these transactions?

Following these transactions, Jose Rafael Fernandez directly holds 215,008.688 shares of Common Stock, as reported in the Form 4, along with 28,045.170 Restricted Units that remain outstanding.

Were the OFG (OFG) insider transactions open-market buys or sells?

No open-market buys or sells were reported. The Form 4 shows a grant and exercise of Restricted Units and a tax-withholding disposition, which are compensation and tax events rather than discretionary market trades.

What plan governed the Restricted Units in this OFG Bancorp (OFG) filing?

The Restricted Units were awarded under the OFG Bancorp Amended and Restated 2007 Omnibus Performance Incentive Plan and represent 33% of a grant originally made on February 23, 2024, according to the footnotes.

How do OFG (OFG) Restricted Units convert into Common Stock for the CEO?

The filing states that the Restricted Units convert to Common Stock on a one-for-one basis. In this case, 5,150 Restricted Units converted into 5,150 shares of Common Stock upon exercise and vesting.