~~Table~~TABLE ofOF ~~Contents~~CONTENTS

~~Index~~Registration toNo. ~~Financial Statements~~333-

AsUNITED ~~filed~~STATES ~~with the Securities and Exchange Commission on October 18, 2012~~

~~Registration~~SECURITIES ~~No. 333-~~ AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES~~D.C. 20549

~~SECURITIES~~FORM ~~AND EXCHANGE COMMISSION~~ S-1

~~WASHINGTON,~~REGISTRATION ~~D.C. 20549~~ STATEMENT

~~FORM S-1~~ UNDER

~~REGISTRATION~~THE ~~STATEMENT~~SECURITIES ~~UNDER~~ACT OF 1933

~~THE SECURITIES~~OFG ~~ACT OF 1933~~ BANCORP

~~ORIENTAL~~(Exact ~~FINANCIAL~~name ~~GROUP~~of ~~INC.~~registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Commonwealth of Puerto Rico		6022		66-0538893
(State or other jurisdiction of incorporation or organization		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

254 Muñoz Rivera Avenue

~~Oriental~~San ~~Center~~Juan, Puerto Rico 00918

~~Professional~~(787) ~~Office Park~~ 771-6800

~~997~~(Address, ~~San~~including ~~Roberto~~zip ~~Street~~code, ~~10th~~and ~~Floor~~telephone number, including area code, of registrant’s principal executive offices)

~~San~~Hugh ~~Juan~~González, ~~Puerto Rico 00926~~ Esq.

~~(787)~~General ~~771-6800~~ Counsel

~~(Address, including~~Oriental ~~zip code, and telephone number, including area code, of registrant’s principal executive offices)~~ Center

~~Carlos~~254 O.Muñoz ~~Souffront~~ Rivera Avenue

~~General~~San ~~Counsel~~Juan, Puerto Rico 00918

~~Oriental~~(787) ~~Center~~ 771-6800

~~Professional~~(Name, ~~Office~~address, ~~Park~~including zip code, and telephone number, including area code, of agent for service)

~~997~~Copy ~~San~~of ~~Roberto~~communications ~~Street,~~to: ~~10th Floor~~

~~San~~Nicholas ~~Juan~~G. Demmo, ~~Puerto~~Esq. ~~Rico~~Wachtell, ~~00926~~Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Pedro J. Bermeo Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

~~(787)~~Approximate ~~771-6800~~ date of commencement of proposed sale to the public: As soon as practicable after this

~~(Name,~~Registration ~~address,~~Statement ~~including~~becomes ~~zip~~effective. ~~code, and telephone number, including area code, of agent for service)~~

~~Copies~~If any of the securities being registered on this Form are to: be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

Leslie N. Silverman		Michael J. Zeidel
Cleary Gottlieb Steen & Hamilton LLP		Skadden, Arps, Slate, Meagher & Flom LLP
One Liberty Plaza		Four Times Square
New York, New York 10006		New York, New York 10036
(212) 225-2000		(212) 735-3000

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~Approximate~~If ~~date~~this ofForm is ~~commencement~~a ofpost-effective ~~proposed~~amendment ~~sale~~filed pursuant to Rule 462(c) under the ~~public:~~Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

AsIf ~~soon~~this asForm is ~~practicable~~a ~~after~~post-effective ~~this~~amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement ~~becomes~~number of the earlier effective registration statement for the same offering. ☐

IfIndicate ~~any~~by ofcheck mark whether the ~~securities being~~registrant ~~registered~~is ona ~~this~~large ~~Form~~accelerated ~~are~~filer, toan beaccelerated ~~offered~~filer, ona non-accelerated filer, a ~~delayed~~smaller orreporting ~~continuous~~company, ~~basis~~or ~~pursuant~~an toemerging ~~Rule~~growth ~~415~~company. ~~under~~See the ~~Securities~~definitions ~~Act~~ of ~~1933~~“large accelerated filer,” ~~check~~“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the ~~following~~Exchange ~~box: ¨~~Act.

IfLarge ~~this~~accelerated ~~Form~~filer is☒ ~~filed~~Accelerated tofiler ~~register additional~~☐ ~~securities~~Non-accelerated ~~for~~filer an☐ ~~offering~~Smaller ~~pursuant~~reporting tocompany ~~Rule~~☐ ~~462(b)~~Emerging ~~under~~growth ~~the~~company ~~Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨~~ ☐

If ~~this~~an ~~Form~~emerging isgrowth acompany, ~~post-effective~~indicate ~~amendment~~by ~~filed~~check ~~pursuant~~mark toif ~~Rule~~the ~~462(c)~~registrant ~~under~~has ~~the~~elected ~~Securities~~not ~~Act,~~to ~~check~~use the ~~following~~extended ~~box~~transition ~~and~~period ~~list~~for ~~the~~complying ~~Securities~~with ~~Act~~any ~~registration~~new ~~statement~~or ~~number~~revised offinancial ~~the~~accounting ~~earlier~~standards ~~effective registration~~provided ~~statement~~pursuant ~~for~~to Section 7(a)(2)(B) of the ~~same~~Securities ~~offering: ¨~~Act. ☐

IfThe Registrant hereby amends this ~~Form~~Registration isStatement aon ~~post-effective~~such ~~amendment~~date ~~filed~~or ~~pursuant~~dates as may be necessary to ~~Rule~~delay ~~462(d)~~its ~~under~~effective date until the ~~Securities~~Registrant ~~Act,~~shall ~~check~~file ~~the~~a ~~following~~further ~~box~~amendment ~~and~~which ~~list~~specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act ~~registration~~of ~~statement~~1933 ~~number~~or ofuntil the ~~earlier~~Registration Statement shall become effective ~~registration~~on ~~statement~~such ~~for~~date as the ~~same~~Commission, ~~offering: ¨~~acting pursuant to said Section 8(a), may determine.

~~Indicate~~TABLE byOF check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): CONTENTS

~~Large~~The ~~accelerated~~information ~~filer~~in ¨this ~~Accelerated~~preliminary ~~filer~~prospectus xis ~~Non-accelerated~~not ~~filer~~complete ¨and ~~Smaller~~may ~~reporting~~be ~~company~~changed. ¨These securities may not be sold until the registration statement filed with the Securities and Exchange Commission becomes effective under the Securities Act of 1933, as amended. This preliminary prospectus does not constitute an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 11, 2026

~~CALCULATION~~PRELIMINARY OFPROSPECTUS ~~REGISTRATION FEE~~

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Preferred Stock, $25.00 liquidation preference per share						$33,000,000		$4,502

$200,000,000

~~(1)~~% ~~Estimated~~Fixed-to-Floating ~~solely~~Rate ~~for~~Subordinated ~~the~~Notes ~~purpose~~due ~~of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended.~~2036

~~The~~We ~~Registrant~~are ~~hereby~~offering ~~amends~~$200,000,000 aggregate principal amount of % fixed-to-floating rate subordinated notes due 2036 (the “Notes”) pursuant to this ~~Registration~~prospectus. ~~Statement~~The Notes will be offered in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on ~~such~~April ~~date~~1, or2036 ~~dates~~(the as“Maturity ~~may~~Date”). beFrom ~~necessary~~and including the date of original issuance to, ~~delay~~but ~~its~~excluding, ~~effective~~April 1, 2031 or the date ~~until~~of earlier redemption (the ~~Registrant~~“fixed ~~shall~~rate ~~file~~period”), athe ~~further~~Notes ~~amendment~~will ~~which~~bear ~~specifically~~interest ~~states~~at ~~that this~~an ~~Registration~~initial ~~Statement~~rate ~~shall~~of % ~~thereafter~~per ~~become~~annum, ~~effective~~payable semi-annually in ~~accordance~~arrears ~~with~~on ~~Section 8(a)~~April 1 and October 1 of each year, commencing on October 1, 2026. The last interest payment date for the ~~Securities~~fixed ~~Act~~rate ofperiod ~~1933~~will be April 1, 2031. From and including April 1, 2031 to, but excluding, the Maturity Date or ~~until~~the date of earlier redemption (the ~~Registration~~“floating ~~Statement~~rate ~~shall~~period”), ~~become~~the ~~effective~~Notes will bear interest at a floating rate per annum equal to the Benchmark rate based on ~~such~~Three-Month ~~date~~Term SOFR, each as defined and subject to the ~~Commission~~provisions described under “Description of the Notes — General” in this prospectus, ~~acting~~plus basis ~~pursuant~~points, topayable ~~said Section 8(a)~~quarterly in arrears on January 1, ~~may~~April ~~determine~~1, July 1 and October 1 of each year, commencing on July 1, 2031. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate will be deemed to be zero.

~~Table~~We may, at our option, beginning with the interest payment date of ~~Contents~~April 1, 2031 and on any interest payment date thereafter, redeem the Notes, in whole or in part. In addition, we may, at our option, redeem the Notes prior to maturity, in whole but not in part, upon or after the occurrence of a “Tier 2 Capital Event” or a “Tax Event” (each as defined under “Description of the Notes”) or our being required to register as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Notes will not otherwise be redeemable by us prior to maturity, unless certain events occur, as described under “Description of the Notes — Redemption”. The redemption price for any redemption is 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to the extent then required under applicable laws or regulations, including capital regulations.

~~Index~~The Notes will be unsecured subordinated obligations, will rank pari passu, or equally, with all of our existing and future unsecured subordinated debt, will be senior to ~~Financial~~all ~~Statements~~of our existing and future junior subordinated debt and will be junior to all of our existing and future senior debt. The Notes will be structurally subordinated to all existing and future liabilities of our subsidiaries and will be effectively subordinated to our existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness. There will be no sinking fund for the Notes. The Notes will be obligations of OFG Bancorp (“OFG” or the “Company”) only and will not be obligations of, and will not be guaranteed by, any of OFG’s subsidiaries. For a more detailed description of the Notes, see “Description of the Notes.”

~~The~~Prior ~~information~~to in this ~~preliminary~~offering, ~~prospectus~~there ishas ~~not~~been ~~complete~~no ~~and~~public ~~may~~market befor ~~changed. These securities may not be sold until~~ the ~~registration statement filed with the Securities and Exchange Commission is effective~~Notes. ~~This~~The ~~preliminary~~Notes ~~prospectus~~will is not anbe ~~offer~~listed toon ~~sell~~any ~~these~~ securities ~~and~~exchange isor ~~not~~included ~~soliciting an offer to buy these securities~~ in any ~~state~~automated ~~where~~quotation ~~the offer or sale is not permitted~~system.

~~SUBJECT~~The TONotes ~~COMPLETION~~are not savings accounts, ~~DATED~~deposits ~~OCTOBER~~or 18other obligations of, ~~2012~~or guaranteed by, our bank or non-bank subsidiaries and are not insured or guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency. The Notes are ineligible as collateral for a loan or extension of credit from OFG or any of its subsidiaries. None of the U.S. Securities and Exchange Commission (the “SEC”), the FDIC, the Federal Reserve, the Office of the Commissioner of Financial Institutions of Puerto Rico or any other bank regulatory agency or any state securities commission has approved or disapproved of the Notes or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

~~PRELIMINARY~~Investing ~~PROSPECTUS~~in the Notes involves risks. See “Risk Factors” beginning on page 11 of this prospectus and those risk factors in the documents incorporated by reference in this prospectus.

~~ORIENTAL~~(1) ~~FINANCIAL~~Plus ~~GROUP~~accrued ~~INC.~~interest, if any, from the original issue date.

~~Series~~(2) DSee ~~Non-Cumulative~~“Underwriting” ~~Perpetual~~in this prospectus for details regarding the underwriter’s compensation.

~~Preferred~~The ~~Stock~~underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company, against payment on or about , 2026. See “Underwriting” in this prospectus for details.

WeJoint ~~are offering shares of our non~~Book-~~cumulative~~running ~~perpetual preferred stock, Series D, with a liquidation preference of $25.00 per share.~~ Managers

WeThe ~~will~~date ~~pay dividends on the preferred stock, when, as, and if declared by our board~~ of ~~directors~~this ~~and~~prospectus ~~to the extent that we have lawfully available funds to pay dividends. Dividends will be payable quarterly~~is , in arrears, on of each year, beginning on , at a rate of % per annum2026. Dividends on the preferred stock will not be cumulative. If for any reason our board of directors does not declare a dividend on the preferred stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the preferred stock are declared for any future dividend period. Dividends on the preferred stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines.

WeTABLE ~~may~~OF redeem the preferred stock, in whole or in part, from time to time, on any dividend payment date on or after , or in whole, but not in part, within 90 days upon the occurrence of certain changes related to the regulatory capital treatment of the preferred stock, at a redemption price of $25 per share, plus any declared and unpaid dividends to, but excluding, the redemption date. Upon termination of the BBVAPR Acquisition Agreement (as defined herein), we must, subject to regulatory approval if required under 12 CFR 225.4, redeem all (but not less than all) the shares of preferred stock pursuant to a notice of redemption given on or prior to the third business day after September 30, 2013, in cash, at a redemption price equal to 101% of the liquidation preference of the shares of preferred stock, plus accrued and unpaid dividends for such dividend period (whether or not declared). CONTENTS

WeTABLE ~~intend~~OF toCONTENTS ~~apply for the preferred stock to be listed on the New York Stock Exchange (“NYSE”) under the symbol “ .”~~

~~Investing~~PROSPECTUS in our preferred stock involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus and similar sections in our filings with the Securities and Exchange Commission (“SEC”) incorporated by reference herein.

The securities offered hereby are not savings accounts, deposits, or other obligations of any bank or non-bank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation (the “FDIC”) or any other governmental agency.

Neither the SEC, any state securities commission, the FDIC, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), nor any other regulatory body, has approved or disapproved the issuance of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. i

~~PER~~TABLE ~~SHARE~~OF ~~TOTAL Public offering price $ $ Underwriting discount $ $ Proceeds to us (before expenses) $ $~~CONTENTS

~~Delivery~~ABOUT ofTHIS ~~the~~PROSPECTUS ~~shares of preferred stock is expected to be made on or about , 2012.~~

~~Jefferies~~ Unless the context indicates otherwise, the terms “OFG,” the “Company,” “we,” “our” and “us” in this prospectus refer to OFG Bancorp and its subsidiaries. References to the “Bank” refers to Oriental Bank, a Puerto Rico-chartered commercial bank and a wholly owned bank subsidiary of OFG. References to a particular year mean our fiscal year commencing on January 1 and ending on December 31 of that year.

~~Oriental~~This ~~Financial~~prospectus ~~Services~~is part of a registration statement on Form S-1 that we filed with the SEC. The registration statement incorporates by reference important business and financial information about us that is not included in or delivered with this document. This information, other than exhibits to documents that are not specifically incorporated by reference into this prospectus, is available to you via the SEC’s website at www.sec.gov or without charge upon written or oral request to OFG at the address or telephone number indicated in the section entitled “Incorporation of Certain Documents by Reference” in this prospectus.

~~Prospectus~~Neither ~~dated~~ we nor the underwriters have authorized anyone to provide you with any information other than that contained or incorporated by reference in this prospectus and any “free writing prospectus” prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, ~~2012~~and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any free writing prospectus relating to this prospectus provided or approved by us and the documents incorporated by reference in this prospectus is accurate only as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

~~Table~~Before you invest in the Notes, you should carefully read the registration statement (including the exhibits thereto) of ~~Contents~~which this prospectus forms a part, this prospectus and the documents incorporated by reference into this prospectus. The documents incorporated by reference into this prospectus are described under “Incorporation of Certain Documents by Reference.”

~~Index to Financial Statements~~1

WeTABLE ~~are~~OF responsible for the information contained in this prospectus and in any related free writing prospectus we may prepare or authorize to be delivered to you. We have not authorized anyone to give you any other information, and we take no responsibility for any other information that others may give you. We are not, and the underwriters are not, making an offer of our non-cumulative perpetual preferred stock, Series D, $25.00 liquidation preference per share (the “Preferred Stock”) in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. CONTENTS

~~For~~WHERE ~~investors~~YOU ~~outside~~CAN ~~the~~FIND ~~United States:~~MORE ~~Neither~~INFORMATION we nor the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

~~Table~~We offile ~~Contents~~annual, quarterly and current reports, proxy statements and other information with the SEC. Our reports filed electronically with the SEC are available to the public over the Internet at the SEC’s website at www.sec.gov.

~~Index~~We also maintain an Internet site where you can find additional information about us, including our SEC filings. The address of our Internet site is https://ofgbancorp.com. All Internet addresses provided in this prospectus are for informational purposes only and are not intended to ~~Financial~~be ~~Statements~~hyperlinks. In addition, the information on our Internet website, or any other Internet site described in this prospectus, is not a part of, and is not incorporated or deemed to be incorporated by reference in, this prospectus or other offering materials.

~~TABLE OF CONTENTS~~ 2

	PAGE
PROSPECTUS SUMMARY		1
RISK FACTORS		11
INCORPORATION BY REFERENCE		27
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		28
THE BBVAPR ACQUISITION		30
USE OF PROCEEDS		46
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS		47
CAPITALIZATION		48
DESCRIPTION OF SERIES D PREFERRED STOCK		50
DESCRIPTION OF CAPITAL STOCK		58
CERTAIN PUERTO RICO INCOME TAX CONSIDERATIONS		62
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		66
UNDERWRITING (Conflicts of Interest)		70
LEGAL MATTERS		73
EXPERTS		74
FINANCIAL STATEMENTS		F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1
EXHIBIT INDEX		E-1

TABLE OF CONTENTS

~~Table~~INCORPORATION ofOF ~~Contents~~CERTAIN DOCUMENTS BY REFERENCE

~~Index~~The SEC allows us to ~~Financial~~“incorporate ~~Statements~~by reference” much of the information that we have filed with it, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference is an important part of this prospectus. Any statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or supersedes the statement. In other words, in the case of a conflict or inconsistency between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

~~PROSPECTUS~~This ~~SUMMARY~~prospectus incorporates by reference the documents listed below; provided, however, that we are not incorporating by reference any documents, portions of documents or other information deemed to have been “furnished” and not “filed” with the SEC:

~~The~~• ~~following~~Annual ~~summary~~Report ~~highlights~~on ~~certain~~Form ~~information~~10-K ~~contained~~for ~~elsewhere in this prospectus or in~~ the ~~documents~~fiscal ~~incorporated~~year byended ~~reference~~December ~~herein.~~31, It2025, ~~may~~filed ~~not contain~~on ~~all~~February of25, the information that is important to you or that you should consider before investing in the Preferred Stock. For a more complete discussion of the information you should consider before investing in the Preferred Stock2026, ~~you~~as ~~should carefully~~amended; ~~read this entire prospectus~~ and ~~the incorporated documents.~~

~~Unless~~• ~~the~~The ~~context~~Definitive ~~suggests~~Proxy ~~otherwise,~~Statement ~~references~~on inSchedule ~~this~~14A ~~prospectus~~filed ~~to “Oriental,”~~with the ~~“Company,”~~SEC ~~“we,”~~on ~~“us,”~~March and “our” refer to Oriental Financial Group Inc. and its consolidated subsidiaries. References in this prospectus to “BBVAPR” and the “BBVAPR Companies” refer collectively to BBVAPR Holding Corporation3, ~~its wholly-owned subsidiaries, Banco Bilbao Vizcaya Argentaria Puerto Rico and BBVA Seguros, Inc~~2026.~~, and to BBVA Securities of Puerto Rico, Inc. (see “—Recent Developments”). Certain capitalized terms used elsewhere in this prospectus are defined in this summary.~~

~~About~~Upon ~~Oriental Financial~~request, ~~Group~~we ~~Inc~~will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus (other than the exhibits to such documents which are not specifically incorporated by reference therein). We will provide this information at no cost to the requester upon written or oral request to OFG Bancorp, 254 Muñoz Rivera Avenue, San Juan, Puerto Rico 00918, Attention: Investor Relations, Telephone: (212) 532-3232.

~~Oriental~~You ~~Financial~~should ~~Group~~rely ~~Inc.~~only ison athe ~~diversified~~information ~~financial~~incorporated ~~holding~~by ~~company~~reference ~~headquartered~~or inset ~~San~~forth ~~Juan,~~in ~~Puerto~~this ~~Rico,~~prospectus ~~offering~~or ~~a full~~in ~~range~~any offree ~~financial~~writing ~~services~~prospectus ~~through~~prepared ~~its~~by ~~wholly-owned~~or ~~subsidiaries~~on ~~Oriental~~behalf ~~Bank~~of ~~and~~us ~~Trust (“Oriental Bank”~~ or ~~the~~to ~~“Bank”),~~which ~~Oriental~~we ~~Financial~~have ~~Services~~referred ~~Corp~~you. ~~(“Oriental~~Neither ~~Financial Services”), Oriental Insurance, Inc. (“Oriental Insurance”) and Caribbean Pension Consultants, Inc. As of June 30, 2012,~~ we ~~had~~nor ~~total~~any ~~assets of $6.4 billion~~underwriter, ~~total~~dealer ~~loans~~or ~~(net~~agent ofhave ~~allowance~~authorized ~~for~~anyone ~~loan~~else ~~and~~to ~~lease~~provide ~~losses)~~you ofwith ~~$1.6~~additional ~~billion,~~or ~~total~~different ~~investment securities of $3~~information.~~5 billion,~~ total deposits of $2.2 billion, and stockholders’ equity of $692 million. We also had $4.5 billion of trust and brokerage assets managed as of June 30, 2012. We currently operate through a network of 28 financial centers located throughout Puerto Rico and one location in Boca Raton, Florida, which serves as the headquarters of our wholly-owned subsidiary Caribbean Pension Consultants, Inc., a pension and retirement plan administrator.

Oriental provides comprehensive banking and wealth management services to its clients through a complete range of banking and financial solutions, including commercial, consumer and mortgage lending; auto leasing; checking and savings accounts; financial planning, insurance, wealth management, and investment brokerage; and corporate and individual trust and retirement services. Oriental operates through three major business segments: Banking, Wealth Management, and Treasury, and seeks to distinguish itself based on quality service and marketing efforts focused on mid and high net worth individuals and families, including professionals and owners of small and mid-sized businesses, primarily in Puerto Rico. Oriental’s long-term goal is to strengthen its banking and wealth management franchise by expanding its lending businesses, increasing the level of integration in the marketing and delivery of banking and wealth management services, maintaining effective asset-liability management, growing non-interest revenues from banking and wealth management services, and improving operating efficiencies. 3

~~Oriental’s~~TABLE ~~strategy~~OF ~~includes:~~ CONTENTS

nCAUTIONARY ~~Strengthening~~NOTE ~~its~~CONCERNING ~~banking and wealth management franchise by expanding its ability to attract deposits and build relationships with individual customers and professionals and mid~~FORWARD-~~market~~LOOKING ~~commercial~~STATEMENTS ~~businesses through aggressive marketing and expansion of its sales force;~~

nThis ~~Focusing~~prospectus onand ~~greater~~the ~~growth~~documents inincorporated ~~commercial~~by reference or deemed incorporated by reference into this prospectus and any other written or oral statements made by us from time to time may contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may relate to the financial condition, ~~consumer~~results of operations, plans, objectives, future performance and ~~mortgage~~business ~~lending;~~of ~~trust~~OFG, including, but not limited to, statements with respect to the adequacy of the allowance for credit losses (“ACL”), delinquency trends, market risk and ~~wealth~~the ~~management~~impact ~~services~~of interest rate changes, ~~insurance~~capital ~~products;~~markets conditions, capital adequacy and ~~increasing~~liquidity, and the ~~level~~effect of ~~integration~~legal inproceedings ~~the~~and ~~marketing~~new accounting standards on OFG’s financial condition and ~~delivery~~results of ~~banking~~operations. All statements contained herein that are not clearly historical in nature are forward-looking, and ~~wealth~~the ~~management~~words ~~services;~~“anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions are generally intended to identify forward-looking statements.

nThese ~~Matching~~statements ~~its~~are ~~portfolio~~not guarantees of ~~investment~~future ~~securities~~performance ~~with~~and ~~the~~involve ~~related~~certain ~~funding~~risks, uncertainties, estimates and assumptions by management that are difficult to ~~achieve~~predict. ~~favorable~~Various ~~spreads~~factors, ~~primarily~~some ~~investing~~of which by their nature are beyond OFG’s control, could cause actual results to differ materially from those expressed in, Uor implied by, such forward-looking statements.S. ~~government~~Factors ~~agency~~that ~~obligations;~~might cause such a difference include, but are not limited to:

n• ~~Improving~~the ~~operating~~rate ~~efficiencies,~~of growth in the economy and ~~continuing~~employment tolevels, ~~maintain~~inflationary ~~effective~~pressures ~~asset-liability~~or ~~management;~~recessionary conditions, as well as general business and economic conditions;

n• ~~Implementing~~changes ain ~~broad~~interest ~~ranging~~rates, ~~effort~~as towell ~~instill~~as inthe ~~employees~~magnitude ~~and make customers aware~~ of ~~Oriental’s~~such ~~determination to effectively serve and advise its customer base in a responsive and professional manner.~~changes;

1• a credit default by municipalities of the government of Puerto Rico;

~~Table~~• a credit default by the U.S. government or a downgrade in the credit ratings of ~~Contents~~the U.S. government;

~~Index~~• the impacts related to, ~~Financial~~or ~~Statements~~resulting from, bank failures and other volatility, including potential increased regulatory and compliance requirements and costs and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including the Bank, to attract and retain depositors and to borrow or raise capital;

~~Together~~• ~~with~~the aactual ~~highly~~or ~~experienced~~perceived ~~group~~soundness of ~~senior~~other ~~and~~financial ~~mid-level~~institutions, ~~executives~~including ~~and~~as ~~the~~a ~~FDIC-assisted~~result ~~acquisition~~ of ~~Eurobank~~ inthe ~~April~~financial ~~2010,~~or ~~this~~operational ~~strategy~~failure ~~has~~of ~~resulted~~a inmajor ~~growth~~financial ininstitution, ~~Oriental’s~~or ~~commercial,~~concerns ~~consumer~~about ~~and~~the ~~mortgage~~creditworthiness ~~lending~~of ~~and~~such ~~wealth~~a ~~management~~financial ~~activities~~institution ~~over~~or ~~the~~its ~~past~~ability ~~seven~~to ~~years~~fulfill its obligations, ~~allowing~~which ~~Oriental~~can tocause ~~distinguish~~substantial ~~itself~~and incascading adisruption ~~highly~~within ~~competitive industry.~~the financial markets;

~~Oriental~~• ~~Bank~~amendments to the fiscal plans approved by the Financial Oversight and ~~Trust~~Management Board for Puerto Rico;

~~Our~~• ~~main operating~~determinations ~~subsidiary~~in isthe ~~Oriental~~court-supervised ~~Bank,~~debt-restructuring aprocess for the Puerto Rico ~~chartered~~Electric ~~commercial~~Power ~~bank~~Authority ~~subject~~(“PREPA”) tounder ~~examination~~Title byIII ~~the~~of ~~FDIC~~PROMESA, ~~and~~as well as the ~~Office~~ability ofto ~~the~~successfully ~~Commissioner~~implement ofany ~~Financial~~court-approved ~~Institutions~~plan of adjustment for PREPA or any other Puerto Rico ~~(the~~government ~~“OCFI”).~~instrumentality or public corporation;

~~The~~• ~~Bank~~unforeseen ~~offers~~or ~~banking~~catastrophic ~~services such as commercial~~events, ~~consumer~~including ~~and~~extreme ~~mortgage~~weather ~~lending~~events, ~~auto~~other ~~leasing~~natural disasters, ~~savings~~man-made ~~and time deposit products~~disasters, ~~financial planning~~pandemics, ~~and corporate~~war ~~and~~or ~~individual~~other ~~trust~~international ~~services,~~conflicts and ~~capitalizes~~acts onof ~~its~~terrorism ~~branch~~(including ~~network~~cyber-attacks), toor ~~serve~~utility ~~its clients. The Bank also operates an international banking entity subsidiary~~disruptions, ~~Oriental~~any ~~International~~of ~~Bank Inc.,~~ which ~~offers~~could ~~the~~significantly ~~Bank~~affect ~~certain~~delinquency ~~Puerto Rico tax advantages~~rates, loan and ~~its~~accounts ~~services~~receivable ~~are~~balances ~~limited~~and ~~under~~other ~~Puerto~~aspects ~~Rico~~of ~~law~~our tobusiness ~~persons~~ and ~~assets/liabilities~~results ~~located~~of ~~outside Puerto Rico.~~ operations;

~~Borrowings~~• ~~are~~ the ~~Bank’s~~ ~~largest~~impact ~~interest-bearing liability component. Borrowings consist mainly~~ of ~~diversified funding sources including repurchase agreements~~property, credit and ~~advances~~other ~~from~~losses ~~the~~in ~~Federal~~Puerto ~~Home~~Rico ~~Loan~~as ~~Bank~~a ofresult ~~New York. As~~ of ~~June 30~~hurricanes, ~~2012,~~earthquakes total borrowings amounted to $3.4 billion. Deposits are the Bank’s second largest category of interest-bearing liabilities. At June 30, 2012, total deposits amounted to $2.2 billion. Of the Bank’s total deposits, approximately 89.6% are retail deposits, approximately 3.8% are institutional deposits, and ~~approximately~~other ~~6.6%~~natural ~~are brokered deposits.~~ disasters;

~~The~~• ~~Bank’s~~the ~~lending~~amount ~~activities~~of ~~are~~government ~~primarily with~~financial ~~clients~~assistance ~~located~~for inthe ~~Puerto~~reconstruction ~~Rico.~~of ~~The~~Puerto ~~Bank~~Rico’s ~~loan~~infrastructure, ~~and~~which ~~lease~~was ~~transactions~~impacted ~~include~~by athe ~~diversified~~effects ~~number~~ of ~~industries~~Hurricane ~~and~~Maria ~~activities~~in 2017, ~~all~~earthquakes ofin ~~which are encompassed within four main categories: commercial~~2020, ~~consumer,~~and ~~mortgage~~Hurricane ~~and~~Fiona ~~auto~~in ~~leasing.~~ 2022;

~~Residential~~• ~~mortgage loans comprise~~ the ~~largest~~pace ~~component~~and magnitude of ~~the~~Puerto ~~Bank~~Rico’s ~~loan~~economic portfolio. Such loans represent approximately 66.8% of the gross loan portfolio that was not covered by the FDIC loss sharing arrangements described below at June 30, 2012 (such loan portfolio, the “non-covered loan portfolio”). The second largest component is commercial loans, which represent approximately 27.3% of the gross non-covered loan portfolio. The remaining components are consumer loans, which represent approximately 3.3% of the gross non-covered loan portfolio, and leasing, which represents approximately 2.5% of the gross non-covered loan portfolio. recovery;

~~Effective~~• ~~April 30, 2010,~~ the ~~Bank~~fiscal ~~assumed all of the retail deposits~~ and ~~other~~monetary ~~liabilities,~~policies ~~and acquired certain assets and substantially all~~ of the ~~operations,~~federal ofgovernment ~~Eurobank from the FDIC, as receiver for Eurobank, pursuant to the terms of a purchase~~ and ~~assumption~~its agreement entered into by the Bank and the FDIC on April 30, 2010. Certain acquired loans are subject to loss sharing arrangements (each, a “shared-loss agreement” and collectively, the “shared-loss agreements”), pursuant to which the FDIC will bear 80% of qualifying losses, beginning with the first dollar amount of qualifying losses. The shared-loss agreement applicable to single-family residential mortgage loans provides for FDIC loss sharing to last for ten years, and the shared-loss agreement applicable to commercial and other assets provides for FDIC loss sharing to last for five years, with additional recovery sharing for three years thereafter. The present value of the anticipated future payments by the FDIC pursuant to the loss sharing arrangements, also referred to as the FDIC shared-loss indemnification asset, amounted to $359.8 million as of June 30, 2012. agencies;

~~Oriental~~• ~~Trust,~~ the ~~Bank’s~~potential ~~trust~~impact ~~department,~~of is a ~~leader~~federal ingovernment ~~Puerto Rico’s~~shutdown, ~~retirement~~including ~~planning~~delays ~~market.~~in Wefederal ~~offer Keogh and 401(k) retirement plans~~spending, ~~deferred~~disruptions ~~compensation~~to ~~plans,~~economic ~~asset protection trusts~~activity, ~~custodial services~~ and ~~other~~uncertainty ~~trust~~in ~~services.~~financial ~~Our trust department had $2.4 billion of trust assets managed as of June 30, 2012.~~ markets;

2 4

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

~~Index~~• tothe ~~Financial~~impact ~~Statements~~of changes in trade policies of the federal government, including the changes in imported good tariffs, as well as the impact of federal spending cuts on federal emergency and stimulus funds, and their effect on the economy;

~~Oriental~~• ~~Financial~~the ~~Services~~impact of changes in federal economic policies, including the spending and tax cuts arising under the recently enacted One Big Beautiful Bill Act, as well as their effect on the U.S. and Puerto Rico economies;

~~Oriental~~• ~~Financial~~changes ~~Services~~in isfederal ~~our~~bank ~~securities~~regulatory ~~brokerage~~ and ~~investment~~supervisory ~~banking subsidiary with approximately $2.1 billion of total assets under management as of June 30~~policies, ~~2012.~~including Oriental Financial Services offers its customers a wide array of investment alternatives such as tax-advantaged fixed income securities, mutual funds, and various other equity and fixed income securities. In addition, Oriental Financial Services provides financial planning services to individuals and investment banking services, encompassing both public and corporate finance, to the Puerto Rico government and corporations. It also manages and participates in public offerings of debt and equity securities in Puerto Rico. Oriental Financial Services has a clearing agreement with ~~Pershing~~respect ~~LLC pursuant~~ to ~~which~~required ~~Pershing~~levels ~~LLC clears and executes the brokerage transactions~~ of Oriental Financial Services’ customers on a fully disclosed basis with Oriental Financial Services assuming the obligations of any defaulting customer. Oriental Financial Services is a Puerto Rico corporation and a full service broker-dealer registered with the SEC, the Financial Industry Regulatory Authority (“FINRA”), the Commonwealth of Puerto Rico and six other U.S. states and territories. capital;

~~Oriental~~• ~~Insurance~~the relative strength or weakness of the commercial and consumer credit sectors and the real estate market in Puerto Rico;

~~Oriental~~• ~~Insurance~~the isperformance aof Puerto Rico corporation and a licensed insurance producer that offers, as agent for unaffiliated insurance companies, annuities and life insurance products, property and casualty insurance, and title insurance for individual and commercial clients. Oriental Insurance’s licensed personnel have increasingly partnered with various business groups within the ~~Company~~stock ~~to develop new insurance business opportunities~~ and tobond ~~better serve our clients.~~ markets;

~~Caribbean~~• ~~Pension~~our ~~Consultants~~ability to successfully invest in, deploy, and maintain advanced technologies, including artificial intelligence and digital banking platforms;

~~Caribbean~~• ~~Pension~~competition ~~Consultants, Inc. is a Florida corporation headquartered~~ in ~~Boca Raton, Florida. It is engaged in~~ the ~~business~~financial ofservices ~~pension~~industry; and retirement plan administration, focused on 401(k) and Keogh retirement plans in Puerto Rico, the United States and the Bahamas. Caribbean Pension Consultants, Inc. is one of the largest independent third-party administrators of pension and retirement accounts in Puerto Rico.

~~Recent~~• ~~Developments~~possible additional legislative, tax or regulatory changes.

~~Pending~~Other ~~Acquisition~~possible events or factors that could cause results or performance to differ materially from those expressed in these forward-looking statements include the following: negative economic conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of ~~BBVAPR~~non-performing assets, charge-offs and provision for credit losses expense; changes in interest rates and market liquidity which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products or services in the primary and secondary markets; adverse movements and volatility in debt and equity capital markets; changes in market rates and prices which may adversely impact the value of financial assets and liabilities; risk of impairment of investment securities, goodwill, other intangible assets or deferred tax assets; liabilities resulting from litigation and regulatory investigations; changes in accounting standards, rules and interpretations; increased competition; OFG’s ability to grow its core businesses; decisions to downsize, sell or close units or otherwise change OFG’s business mix; and management’s ability to identify and manage these and other risks.

OnAll ~~June 28,~~forward-looking ~~2012, Oriental~~statements ~~and~~included ~~Banco~~in ~~Bilbao~~this ~~Vizcaya~~prospectus ~~Argentaria,~~and ~~S.A.~~the ~~(“BBVA”)~~documents ~~entered~~incorporated ~~into~~by areference ~~definitive~~or ~~acquisition~~deemed ~~agreement~~incorporated ~~(the~~by ~~“BBVAPR~~reference ~~Acquisition~~into ~~Agreement”),~~this ~~pursuant~~prospectus toand ~~which~~any ~~BBVA~~other ~~agreed~~written toor ~~sell~~oral tostatements ~~Oriental,~~made ~~and~~by ~~Oriental~~us ~~agreed~~from time to ~~purchase from~~time ~~BBVA,~~are ~~all~~based ofupon ~~the~~information ~~outstanding~~available ~~common~~to ~~stock~~OFG ofas ~~each~~ of ~~BBVAPR Holding Corporation (~~the ~~sole~~date ~~shareholder~~ of ~~Banco~~such ~~Bilbao~~document ~~Vizcaya~~or ~~Argentaria~~statement ~~Puerto Rico (“BBVAPR Bank”)~~and, aother ~~Puerto~~than ~~Rico~~as ~~chartered~~required ~~commercial~~by ~~bank~~law, ~~and~~including ~~BBVA~~the ~~Seguros,~~requirements ~~Inc. (“BBVA Seguros”), a subsidiary offering insurance services) and BBVA Securities~~ of ~~Puerto~~applicable ~~Rico,~~securities ~~Inc. (“BBVA Securities”)~~laws, aOFG ~~registered~~assumes ~~broker-dealer~~no ~~(the~~obligation ~~“BBVAPR~~to ~~Acquisition”).~~update ~~The~~or ~~BBVAPR~~revise ~~Companies~~any ~~are~~such ~~privately~~forward-looking ~~held companies~~statements ~~wholly~~to ~~owned~~reflect byoccurrences ~~BBVA.~~or ~~Oriental~~unanticipated ~~has~~events noor ~~affiliation~~circumstances ~~with~~after the ~~BBVAPR~~date ~~Companies, BBVA or any~~ of ~~its~~such ~~other subsidiaries~~statements.

In the BBVAPR Acquisition, Oriental will acquire all of the outstanding common stock of each of BBVAPR Holding Corporation and BBVA Securities for an aggregate purchase price of $500 million, payable in cash. Oriental intends to use the net proceeds from this offering to fund a portion of the purchase price. Following the BBVAPR Acquisition, Oriental will continue to operate under the Oriental Financial Group name and the acquired branches will be rebranded. Oriental does not expect any change to the composition of its board of directors as a result of the BBVAPR Acquisition. 5

~~Immediately~~TABLE ~~following~~OF the closing of the BBVAPR Acquisition (the “Closing”), Oriental will merge BBVAPR Bank with and into Oriental Bank, with Oriental Bank continuing as the surviving entity. Oriental also intends to merge BBVA Securities with and into Oriental Financial Services, with Oriental Financial Services as the surviving broker-dealer, and to combine the business of BBVA Seguros and Oriental Insurance. CONTENTS

~~Oriental~~PROSPECTUS ~~expects~~SUMMARY to retain most of the officers and employees of BBVAPR. In connection with the BBVAPR Acquisition, BBVAPR has offered bonuses to certain of its executives if they remain with BBVAPR through the Closing.

3This summary highlights selected information from this prospectus and does not contain all of the information that you should consider in making your investment decision. You should read this summary together with the more detailed information appearing elsewhere in this prospectus, as well as the information in the documents incorporated by reference or deemed incorporated by reference into this prospectus. You should carefully consider, among other things, the matters discussed in the section titled “Risk Factors” in this prospectus and in our most recent Annual Report on Form 10-K for the year ended December 31, 2025. In addition, certain statements include forward-looking information that involves risks and uncertainties. See “Cautionary Note Concerning Forward-Looking Statements” in this prospectus.

~~Table~~Overview ~~of Contents~~

~~Index~~OFG tois a registered bank holding company that has elected financial holding company status. OFG is headquartered in San Juan, Puerto Rico. OFG’s three principal subsidiaries, Oriental Bank, Oriental Financial ~~Statements~~Services LLC and Oriental Insurance LLC, provide a wide range of retail and commercial banking, lending and wealth management products, services, and technology, primarily in Puerto Rico and the U.S. Virgin Islands. Our mission is to make progress possible for our customers, employees, shareholders, and the communities we serve. As of December 31, 2025, OFG had $12.5 billion in total assets, $8.0 billion in net loans, $10.3 billion in deposits and $1.4 billion in stockholders’ equity.

OnOFG’s ~~July 3,~~common ~~2012,~~stock ~~Oriental~~is ~~closed~~traded aon ~~private placement of $84 million of its 8.75% Non-Cumulative Convertible Perpetual Preferred Stock (~~the ~~“Series~~NYSE Cunder ~~Convertible Preferred Stock”),~~ the ~~proceeds~~symbol of which Oriental intends to use to finance, in part, the BBVAPR Acquisition. In addition to the foregoing, Oriental agreed in the BBVAPR Acquisition Agreement to use its reasonable best efforts to raise at least an additional $66 million through the sale of additional equity (the “~~Buyer Capital Raise”)~~OFG.”

~~Oriental~~Corporate ~~plans~~Information ~~to finance the BBVAPR Acquisition through:~~

nOFG’s ~~the~~principal ~~consummation~~executive office is located at Oriental Center, 254 Munoz Rivera Avenue, San Juan, Puerto Rico, and its telephone number is (787) 771-6800. We maintain a website at https://ofgbancorp.com. The information on our website is not part of this ~~offering;~~prospectus and is not incorporated by reference herein.

~~n the net proceeds of its recent common stock offering, par value $1.00 per share (the “Common Stock”);~~6

nTABLE ~~the~~OF ~~net proceeds of the Series C Convertible Preferred Stock; and~~CONTENTS

nTHE ~~the~~OFFERING ~~remaining amount from cash on its balance sheet.~~

~~See~~The following summary highlights selected information from this prospectus about the Notes and this offering. This description is not complete and does not contain all of the information that you should consider before investing in the Notes. You should read this prospectus, as well as the documents incorporated by reference herein, carefully before making a decision about whether to invest in the Notes. For a more complete understanding of the Notes, you should read the section of this prospectus entitled “~~The~~Description ~~BBVAPR~~of ~~Acquisition—Additional~~the ~~Financing~~Notes.”

Consummation of the BBVAPR Acquisition is subject to the satisfaction of certain customary conditions, including the receipt of all required regulatory approvals without the imposition of a materially burdensome regulatory condition, as described in the BBVAPR Acquisition Agreement. On October 10, 2012, the OCFI approved Oriental’s acquisition of BBVAPR Bank and the merger of BBVAPR Bank with and into Oriental Bank, with Oriental Bank as the surviving entity. See “The BBVAPR Acquisition—Regulatory Considerations.” The consummation of this offering is not contingent on the closing of the BBVAPR Acquisition. Issuer

~~Related~~OFG ~~Transactions~~Bancorp, a Puerto Rico corporation and a bank holding company.

~~On ,~~Notes ~~Oriental~~Offered priced an underwritten public offering of shares of its Common Stock for an aggregate offering price of $ , which it expects to close on , subject to certain customary closing conditions. In addition, Oriental granted the underwriters of the Common Stock offering a 30-day option to purchase up to additional shares of Common Stock. The Common Stock was offered pursuant to a separate prospectus. The closing of this offering of Preferred Stock is not conditioned upon the closing of Oriental’s offering of the Common Stock.

In % addition, in connection with the BBVAPR Acquisition, Oriental plans to dispose of approximately $1.8 billion of its and BBVAPR Bank’s investment securities and repay the corresponding wholesale funding of the portfolio. The planned deleveraging is expected to reduce the sensitivity of Oriental’s balance sheet to interest rates and improve Oriental’s capital ratios by reducing the size of its balance sheet. Oriental expects that the $1.8 billion planned deleveraging will result in a oneFixed-~~time charge~~ to ~~income before income taxes of approximately $10 million (or $ million after giving effect to income taxes), in the aggregate, which includes the expected securities mark~~-~~to-market~~Floating ~~gains~~Rate orSubordinated ~~losses~~Notes ~~and~~due ~~the~~2036 expected cost on the termination of the wholesale funding agreements. There is no expected one-time charge from the planned deleveraging of BBVAPR Bank’s securities portfolio and wholesale funding since the purchase accounting fair value adjustments will reflect the sales price of the securities and the liquidation value of the liabilities being deleveraged. The $1.8 billion planned deleveraging is also expected to result in a reduction to pre-tax income of approximately $6.2 million in 2013 and approximately $4.0 million in 2014 (or $ million and $ million, respectively, after giving effect to income taxes). Actual amounts will depend on market prices for the investment securities to be sold and the remaining term under the wholesale funding agreements at the time of the deleveraging transactions. See “The BBVAPR Acquisition” and “Capitalization” for more information on the expected deleveraging transactions.

~~Risk~~Aggregate ~~Factors~~Principal Amount

~~An investment in the Preferred Stock involves risks. You should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors” beginning on page 11~~$200, ~~as well as other information included or incorporated by reference in this prospectus~~000,000 ~~before deciding whether to invest in the Preferred Stock.~~

4Issue Price

~~Table~~ % ~~of Contents~~

~~Index~~Maturity toDate ~~Financial Statements~~

~~Conflicts~~The ofNotes ~~Interest~~will mature on April 1, 2036.

~~Oriental~~Interest Financial Services, a broker-dealer registered with FINRA and affiliated with us, has been engaged to act as an underwriter for this offering. Consequently, Oriental Financial Services will be deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121(f)(5)(B), and this offering will be conducted in compliance with FINRA Rule 5121. No underwriter with a conflict of interest pursuant to FINRA Rule 5121 may sell securities to a discretionary account without written approval by the discretionary accountholder. Pursuant to FINRA Rule 5121, the appointment of a Qualified Independent Underwriter is not necessary in connection with this offering because, pursuant to FINRA Rule 5121(a)(1)(A), Jefferies & Company, Inc., as the member primarily responsible for managing the public offering, has no conflict of interest.

~~Other~~Fixed ~~Information~~rate period: A fixed rate per annum of %.

WeFloating ~~were~~rate ~~incorporated~~period: inA ~~Puerto~~floating ~~Rico~~per onannum ~~June 14,~~rate ~~1996.~~equal ~~Our~~to ~~principal~~the ~~executive~~Benchmark ~~offices are~~rate ~~located~~based aton ~~Oriental Center, Professional Office Park, 997 San Roberto Street, 10th Floor, San Juan, Puerto Rico 00926. Our telephone number is (787) 771~~Three-~~6800.~~Month WeTerm ~~maintain~~SOFR aplus basis ~~website~~points atfor ~~www.orientalfg.com~~each ~~where~~quarterly ~~general~~interest ~~information~~period ~~about~~during ~~us is available. Investors can obtain copies of our filings with~~ the ~~SEC~~floating ~~from~~rate ~~this~~period; ~~website~~provided, ~~free of charge~~however, asthat ~~well~~if ~~as from~~ the ~~SEC~~Benchmark ~~website~~rate atis ~~www.sec.gov.~~less Wethan ~~are~~zero, ~~not incorporating~~ the ~~contents~~Benchmark ofrate ~~our~~will ~~website~~be ~~into~~deemed ~~this~~to ~~prospectus~~be zero.

5For each interest period during the floating rate period, “Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the calculation agent after giving effect to the Three-Month Term SOFR Conventions (each as defined under “Description of the Notes”).

~~Table~~If the calculation agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined under “Description of ~~Contents~~the Notes”) have occurred with respect to Three-Month Term SOFR, then the provisions under “Description of the Notes — Effect of Benchmark Transition Event,” which are referred to herein as the “benchmark transition provisions,” will thereafter apply to all determinations of the interest rate on the Notes for each interest period during the floating rate period. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the floating rate period will be an annual rate equal to the Benchmark Replacement (as defined under “Description of the Notes”) plus basis points.

~~Index~~We will appoint a calculation agent for the Notes (which may be us or an affiliate) prior to ~~Financial~~the ~~Statements~~commencement of the floating rate period. We will act as the initial calculation agent.

~~The~~Interest ~~Offering~~Payment Dates

~~The~~Fixed ~~following~~rate ~~summary~~period: ~~contains~~April ~~basic~~1 ~~information about the offering~~ and ~~our~~October ~~Preferred~~1 ~~Stock~~of ~~and~~each isyear, ~~not~~commencing ~~intended~~on toOctober be1, ~~complete~~2026. ItThe ~~does~~last ~~not~~interest ~~contain~~payment ~~all~~date for the ~~information~~fixed ~~that~~rate isperiod ~~important~~will tobe ~~you.~~April ~~For a more complete description of our Preferred Stock~~1, ~~please refer to the section of this prospectus entitled “Description of the Series D Preferred Stock~~2031.”

~~Issuer Oriental Financial Group Inc., a Puerto Rico corporation.~~7

~~Shares~~TABLE weOF ~~are offering shares of Preferred Stock.~~CONTENTS

~~Use~~Floating ofrate ~~Proceeds~~period: WeJanuary ~~intend~~1, toApril ~~use~~1, ~~the~~July ~~net~~1 ~~proceeds~~and ~~from~~October ~~this~~1 ~~offering to fund a portion~~ of ~~the~~each ~~purchase~~year, ~~price~~commencing ~~for~~on ~~the~~July ~~pending BBVAPR Acquisition. If there is any excess of net proceeds over the amount of the Buyer Capital Raise~~1, ~~we intend to use any such excess net proceeds for general corporate purposes~~2031. ~~See “Use of Proceeds.”~~

~~Public~~Record ~~offering price $25 per share.~~Dates

~~Dividends~~Interest ~~Dividends~~ on ~~the~~each ~~Preferred Stock~~ Note will ~~only~~ be payable ~~when,~~to asthe ~~and~~person ifin ~~declared~~whose byname ~~our board of directors, out of funds legally available for payment at a rate of % per annum, on each dividend payment date. A “dividend payment date” means each , commencing , except if any~~ such ~~date~~ Note is ~~not~~registered ~~a business day, then such date will nevertheless be a dividend payment date but dividends~~ on the ~~Preferred~~15th ~~Stock, when, as and if declared, will be paid on the next succeeding business~~ day (~~without~~whether ~~adjustment~~or innot ~~the~~a ~~amount~~Business ofDay) ~~the~~immediately ~~dividend~~preceding ~~per~~the ~~share~~applicable ofinterest ~~the~~payment ~~Preferred Stock)~~date.

~~Dividends~~Day onCount shares of the Preferred Stock will not be cumulative and will not be mandatory. If our board of directors does not declare a dividend on the Preferred Stock in respect of a dividend period, then no dividend will be deemed to have accrued for such dividend period, be payable on the related dividend payment date, or accumulate, and we will have no obligation to pay any dividend accrued for such dividend period, whether or not our board of directors declares a dividend on the Preferred Stock or any other outstanding series of our preferred stock or on our Common Stock for any future dividend period.Convention

~~Dividends~~Fixed onrate ~~the~~period: ~~Preferred~~360-day ~~Stock~~year ~~will~~consisting not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and regulations, including applicable capital adequacy guidelines. See “Description of ~~the~~twelve ~~Series~~30-day ~~D Preferred Stock—Dividends~~months.”

~~Maturity~~Floating ~~The~~rate ~~Preferred~~period: ~~Stock~~360-day isyear ~~perpetual~~ and ~~has~~the noactual ~~maturity~~number ~~date~~of days elapsed.

~~Optional~~No Redemption We may redeem the Preferred Stock, in whole or in part, from time to time, on any dividend payment date on or after , or in whole, but not in part, within 90 days upon the occurrence of certain changes related to the regulatory capital treatment of the Preferred Stock, at a redemption price of $25 per share, plus any declared and unpaid dividends to, but excluding, the redemption date.Guarantee

6The Notes will not be guaranteed by any of our subsidiaries. As a result, the Notes will be structurally subordinated to the liabilities of our subsidiaries as discussed below under “Description of the Notes — Subordination” and “Risk Factors — The Notes will be unsecured and subordinated to any existing and future Senior Debt.”

~~Table~~Ranking; ~~of Contents~~Subordination

~~Index~~The Notes offered by this prospectus will be issued by us under a Subordinated Debt Securities Indenture between OFG and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), to ~~Financial~~be ~~Statements~~dated as of the issue date (the “Base Indenture”), as supplemented by a First Supplemental Indenture between OFG and the Trustee, to be dated as of the issue date (the “First Supplemental Indenture”). We refer to the Base Indenture, as supplemented by the First Supplemental Indenture, as the “Indenture.” The Notes will be our unsecured, subordinated obligations and:

~~Optional~~• ~~redemption of the Preferred Stock~~ will berank ~~subject~~junior toin ~~the~~right ~~prior approval~~ of ~~the~~payment ~~Federal~~and ~~Reserve~~upon ~~Board~~our ~~(or~~liquidation to any ~~successor~~of ~~appropriate~~our ~~federal~~existing ~~banking~~and ~~agency)~~all iffuture ~~then~~Senior ~~required~~Debt (as defined under ~~capital~~“Description ~~guidelines~~of orthe ~~other~~Notes ~~regulations~~— ~~applicable~~Subordination”), toall ~~us.~~as ~~See~~described under “Description of the ~~Series D Preferred Stock—Redemption—Optional redemption.~~Notes”;

~~Mandatory~~• ~~Redemption~~will ~~Upon~~rank ~~termination~~junior ofin ~~the~~right ~~BBVAPR Acquisition Agreement, we must, subject to regulatory approval if required under 12 CFR 225.4, redeem all (but not less than all) the shares~~ of ~~Preferred~~payment ~~Stock~~and ~~pursuant~~upon toour aliquidation ~~notice of redemption given on or prior~~ to ~~the~~our ~~third~~current ~~business day after September 30, 2013, in cash, at a redemption price equal to 101% of the liquidation preference of the shares of Preferred Stock, plus accrued~~ and ~~unpaid~~future ~~dividends~~general ~~for such dividend period (whether or not declared). See “Description of the Series D Preferred Stock—Redemption—Mandatory redemption.”~~creditors;

~~Liquidation~~• ~~rights In the event that we voluntarily or involuntarily liquidate, dissolve or wind up our affairs, holders of the Preferred Stock~~ will berank ~~entitled to receive an amount per share~~ equal toin ~~$25~~right ~~per share, plus any declared and unpaid dividends including, if applicable, a pro rata portion~~ of ~~any~~payment ~~declared~~ and ~~unpaid~~upon ~~dividends~~our ~~for the then-current dividend period to the date of~~ liquidation, ~~without~~with ~~regard~~all ~~to any undeclared dividends, out~~ of our ~~assets~~future ~~that~~indebtedness ~~are~~the ~~available~~terms ~~for distribution to shareholders, after payment or provision for payment~~ of ~~our~~which ~~debts~~provide ~~and~~that ~~other~~such ~~liabilities~~indebtedness ~~but~~ranks ~~before~~equally ~~any~~with ~~distribution of assets is made to holders of our Common Stock or any other junior stock. In addition,~~ the ~~Preferred~~Notes; Stock may be fully subordinate to interests held by the U.S. government in the event we enter into a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Act (as defined herein).and

If• ~~our~~will ~~assets~~be ~~are~~(i) ~~not~~effectively ~~sufficient~~subordinated to ~~pay~~any ~~the~~of ~~total~~our ~~liquidation~~secured ~~amount~~indebtedness ~~in full~~ to ~~all~~the ~~holders~~extent of the ~~Preferred~~value ~~Stock and all holders~~ of ~~any~~the ofcollateral ~~our~~securing ~~stock~~such ~~ranking~~indebtedness, ~~equally~~and ~~with~~(ii) ~~the~~structurally ~~Preferred~~subordinated ~~Stock as~~ to ~~distributions~~any ofexisting ~~assets~~and ~~upon~~future ~~any~~liabilities ~~liquidation,~~and ~~dissolution~~obligations ~~or winding-up~~ of usour subsidiaries, ~~the~~including ~~amounts paid to~~ the ~~holders~~deposit ofliabilities ~~the Preferred Stock~~ and toclaims ~~such~~of other ~~stock~~creditors ~~will~~of ~~be paid pro rata in accordance with~~ the ~~respective total liquidation amount for those holders~~Bank.

~~For~~As ~~purposes~~ of ~~the~~December 31, ~~liquidation rights~~2025, ~~neither~~on ~~the~~a ~~sale,~~consolidated ~~conveyance~~basis, ~~exchange~~our oroutstanding ~~transfer~~debt ofand ~~all~~deposits ortotaled ~~substantially~~approximately ~~all~~$10.8 ~~of our property and assets~~billion, ~~nor~~which ~~the~~includes ~~consolidation~~approximately or$10.3 billion ~~merger~~of bydeposit usliabilities ~~with~~and or$557 ~~into~~million ~~any~~in ~~other~~short- ~~corporation~~and ~~or by another corporation with or into us, will constitute a liquidation, dissolution or winding~~long-upterm ofFederal ~~our~~Home ~~affairs.~~Loan ~~See~~Bank ~~“Description~~advances ofand ~~the~~repurchase ~~Series D Preferred Stock—Liquidation Rights.”~~

Voting rights Holders of Preferred Stock will not have voting rights, except with respect to authorizing or increasing senior stock, certain changes in the terms of the Preferred Stock, certain dividend non-payments and as otherwise required by applicable law. See “Description of the Series D Preferred Stock—Voting Rights.”8

7TABLE OF CONTENTS

~~Table~~agreements to which the Notes would be structurally subordinated. In addition, as of ~~Contents~~December 31, 2025, we (at the holding company level) had no indebtedness that would rank senior or pari passu to the Notes and no indebtedness that would rank junior to the Notes. The Indenture will not limit the amount of additional indebtedness we or our subsidiaries may incur.

~~Index~~The toNotes ~~Financial~~are ~~Statements~~not savings accounts or deposits and are not insured or guaranteed by the United States, the FDIC or any other agency or fund of the United States.

~~Ranking With respect to the payment of dividends~~ Form and ~~distributions of assets upon any liquidation, dissolution or winding-up, the Preferred Stock will rank:~~Denomination

nThe ~~senior~~Notes towill ~~our~~be ~~Common~~offered ~~Stock~~in book-entry form only through the facilities of The Depository Trust Company (with its successors, “DTC”) in minimum denominations of $1,000 and ~~all~~integral ~~other~~multiples ~~junior~~of ~~stock;~~$1,000 in excess thereof.

nOptional ~~on a parity with our Series A, B and C preferred stock and any other series of our parity stock;~~Redemption

nWe ~~junior~~may, toat our option, beginning with the interest payment date of April 1, 2031, and on any ~~senior~~interest ~~stock;~~payment date thereafter, redeem the Notes, in whole or in part, from time to time, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus any accrued and unpaid interest, if any, to, but excluding, the date of redemption.

nSpecial ~~junior to all existing and future indebtedness and other non-equity claims on us.~~Redemption

~~Book-entry~~We ~~form~~may ~~The~~also ~~Preferred~~redeem ~~Stock~~the ~~will~~Notes beat ~~issued~~any intime ~~book-entry~~prior ~~form~~to ~~and~~their ~~will~~maturity, beincluding ~~represented~~prior byto ~~permanent~~April ~~global~~1, ~~certificates~~2031, ~~deposited~~in ~~with~~whole, orbut onnot ~~behalf~~in part, subject to obtaining the prior approval of the Federal Reserve to the extent such approval is then required under the rules of the Federal Reserve, ~~The~~upon ~~Depository~~or ~~Trust~~after ~~Company~~the occurrence of (~~“DTC”~~1) ~~and~~a ~~registered~~Tax Event (as defined in the ~~name~~Indenture); of(2) a ~~nominee~~Tier of2 ~~DTC.~~Capital ~~Beneficial~~Event ~~interests~~(as defined in ~~any~~the ofIndenture); or (3) our being required to register as an investment company under the ~~Preferred~~Investment ~~Stock~~Company ~~will~~Act beof ~~shown~~1940, onas amended. In each case, ~~and~~the ~~transfers~~redemption ~~will~~would be ~~effected~~at ~~only~~a ~~through,~~redemption ~~records~~price ~~maintained~~equal byto ~~DTC~~100% orof ~~its~~the ~~nominee~~principal ~~and~~amount of the Notes plus any ~~such~~accrued and unpaid interest ~~may~~to, ~~not~~but beexcluding, ~~exchanged~~the ~~for~~redemption ~~certificated~~date. ~~securities~~For more information, ~~except~~see in“Description ~~limited~~of ~~circumstances~~the Notes — Redemption.”

~~Puerto~~Sinking Rico Income Tax and U.S. Federal Income Tax Consequences For a description of the Puerto Rico income tax and U.S. federal income tax consequences of the holding and disposition of shares of our Preferred Stock, see “Certain Puerto Rico Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations,” respectively.Fund

~~Passive~~There ~~Foreign Investment Company Rules In light of our significant portfolio of investment securities, we~~ will ~~likely~~ be ~~classified~~no assinking afund ~~passive foreign investment company (a “PFIC”)~~ for ~~U.S. federal income tax purposes for~~ the ~~current taxable year and, if the BBVAPR Acquisition is not consummated, may be a PFIC in subsequent taxable years~~Notes. If we were to be or become classified as a PFIC, a U.S. Holder (as defined herein) that does not make a “mark-to-market” election may incur significantly increased U.S. income tax on gain recognized on the sale or other disposition of Preferred Stock and on the receipt of distributions on the Preferred Stock to the extent such gain or distribution is treated as an “excess distribution” under the U.S. federal income tax rules. See “Certain U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”

~~NYSE~~Future ~~Listing We intend to apply for the Preferred Stock to be listed on the NYSE.~~Issuances

8The Notes will initially be limited to an aggregate principal amount of $200,000,000. We may from time to time, without notice to or consent of the holders, increase the aggregate principal amount of the Notes outstanding by issuing additional notes in the future with the same terms as the Notes, except for the issue date, the offering price and the first interest payment date, and such additional notes may be consolidated with the Notes issued in this offering and form a single series; provided that if any such additional notes are not fungible with the Notes for U.S. federal income tax purposes, such additional notes will have a separate CUSIP or other identifying number.

~~Table~~Use of ~~Contents~~Proceeds

~~Index~~We toestimate ~~Financial~~that ~~Statements~~the net proceeds from this offering will be approximately $ , after deducting the underwriting

~~Summary Selected Consolidated Historical Financial Information~~ 9

~~The~~TABLE ~~table~~OF below sets forth a summary of our historical financial and other information for the periods presented. We derived the financial information as of and for each of the years in the three-year period ended December 31, 2011 from our audited consolidated financial statements incorporated by reference in this prospectus. We derived the financial information as of and for the six-month periods ended June 30, 2012 and 2011 from our unaudited consolidated financial statements incorporated by reference in this prospectus. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. The selected operating data presented below for the six months ended June 30, 2012 are not necessarily indicative of a full year’s operations. CONTENTS

~~The~~discount ~~selected~~and ~~consolidated~~our ~~historical~~estimated ~~financial~~offering ~~information~~expenses. ~~should~~We beintend ~~read~~to inuse ~~conjunction~~the ~~with:~~net proceeds from this offering for general corporate purposes. See “Use of Proceeds.”

n Our audited consolidated financial statements as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009 and our unaudited consolidated financial statements as of June 30, 2012 and for the six-month periods ended June 30, 2012 and 2011 and related notes incorporated by reference in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2011 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, which are incorporated by reference in this prospectus; andListing

n The ~~section~~Notes ~~entitled~~will ~~“Risk~~not ~~Factors”~~be inlisted ~~this~~on ~~prospectus~~any securities exchange or quoted on any quotation system. Currently, there is no market for the Notes, and there is no assurance that any public market for the Notes will develop.

9ERISA Considerations

~~Table~~For a discussion of ~~Contents~~certain prohibited transactions and fiduciary duty issues pertaining to purchases by or on behalf of an employee benefit plan or other benefit plan investor, see “Certain ERISA Considerations.”

~~Index~~Material toU.S. ~~Financial~~Federal ~~Statements~~Income Tax Considerations

	AS OF AND FOR THEYEAR ENDED DECEMBER 31,									AS OF AND FOR THESIX MONTHS ENDED JUNE 30,
										2012			2011
	2011			2010			2009
										(Unaudited)
	(in thousands except per share data)
Selected financial condition data:
Total assets		6,693,675			7,311,006			6,550,833			6,375,648			7,082,547
Total loans, net		1,669,953			1,772,579			1,140,069			1,620,356			1,707,249
Investment securities		3,867,970			4,413,957			4,974,269			3,531,490			4,469,659
Available for sale		2,959,912			3,700,064			4,953,659			2,612,839			3,581,087
Held to maturity		884,026			689,917			—			895,500			863,779
Deposits		2,395,267			2,588,888			1,745,501			2,222,942			2,385,231
Securities sold under agreement to repurchase and federal funds repurchased		3,056,238			3,456,781			3,557,308			3,053,865			3,459,135
Selected operations data:
Interest income		297,028			303,801			319,480			130,708			160,236
Interest expense		156,586			168,669			188,722			58,769			80,147
Net interest income		140,442			135,132			130,758			71,939			80,089
Provision for loan and lease losses, net		13,813			22,196			15,650			15,424			8,149
Net interest income after provision for loan and lease losses		126,629			112,936			115,108			56,515			71,940
Non-interest income		30,989			5,198			(1,813	)		30,181			24,164
Total non-interest expense		122,302			112,598			83,378			58,092			61,475
Income before income taxes		35,316			5,536			29,917			28,604			34,629
Income tax expense		866			(4,298	)		6,972			2,994			5,081
Net income		34,450			9,834			22,945			25,610			29,548
Preferred stock dividends		(4,802	)		(5,335	)		(4,802	)		(2,401	)		(2,401	)
Deemed dividend on preferred stock beneficial conversion feature		—			(22,711	)		—			—			—
Income available to common shareholders		29,648			(18,212	)		18,143			23,209			27,147
Stock and related per share data:
Total stockholders’ equity		695,555			732,331			330,166			692,202			724,357
Common stock outstanding		41,245			46,349			24,235			40,731			44,009
Preferred stock outstanding		68,000			68,000			68,000			68,000			68,000
Income per common share:
Basic		0.67			(0.50	)		0.75			0.57			0.60
Diluted		0.67			(0.50	)		0.75			0.57			0.59
Cash dividends per common share		0.21			0.17			0.16			0.12			0.10
Book value per common share		15.22			14.33			10.82			15.32			14.91

For a discussion of material U.S. federal income tax considerations of purchasing, owning and disposing of the Notes, see “Material U.S. Federal Income Tax Considerations.”

10Governing Law

~~Table~~The Notes and the Indenture will be governed by the laws of ~~Contents~~the State of New York.

~~Index to Financial Statements~~Trustee

~~RISK~~U.S. ~~FACTORS~~Bank Trust Company, National Association.

AnGlobal ~~investment~~Note; inBook-Entry our Preferred Stock involves certain risks. Before making an investment decision, you should read carefully and consider all of the information contained in, or incorporated by reference into, this prospectus, as well as the following risk factors. Those risks are not the only risks we face. Additional risks and uncertainties we do not yet know of or we currently judge to be immaterial may also impair our business, financial condition or results of operations. If any of the events or circumstances described in these risk factors or otherwise actually occurs, our business, financial condition or results of operations could be materially and adversely affected. System

~~Risks~~The ~~Related~~Notes tooffered ~~Our~~hereby ~~Business~~will be evidenced by a global note deposited with the trustee for the Notes, as custodian for DTC. Beneficial interests in the global note will be shown on, and transfers of those beneficial interests can only be made through, records maintained by DTC and its participants. See “Description of the Notes — Form, Denomination, Transfer, Exchange and Book-Entry Procedures.”

~~Most~~Risk ~~of our business is conducted in Puerto Rico, which in recent years has experienced a downturn in the economy and in the real estate market.~~ Factors

~~Because~~Investing ~~most~~in ofthe ~~our business~~Notes ~~activities~~involves ~~are~~risks. ~~conducted~~Potential ininvestors ~~Puerto~~are ~~Rico~~urged ~~and~~to aread ~~significant~~and ~~portion~~consider ofthe ~~our~~risk ~~credit~~factors ~~exposure~~relating isto ~~concentrated~~an investment in ~~Puerto~~the ~~Rico,~~Notes ~~our~~set ~~profitability~~forth ~~and~~under ~~financial~~“Risk ~~condition~~Factors” ~~may~~beginning beon ~~adversely~~page ~~affected~~11 byof anthis ~~extended~~prospectus, ~~economic~~as ~~slowdown,~~well ~~adverse~~as ~~political or~~the ~~economic~~risk ~~developments~~factors inand ~~Puerto~~other ~~Rico~~information included or ~~the~~incorporated ~~effects~~by ofreference ain ~~natural~~this ~~disaster~~prospectus, ~~all~~including ofthose ~~which~~under ~~could~~Item 1A, ~~result~~“Risk Factors” in aour ~~reduction~~Annual inReport ~~loan~~on ~~originations,~~Form 10-K anfor ~~increase~~the inyear ~~non-performing~~ended ~~assets~~December 31, an2025, ~~increase~~for ina ~~foreclosure~~discussion ~~losses~~of onfactors ~~mortgage~~that ~~loans,~~you ~~and~~should acarefully ~~reduction in~~consider ~~the~~before ~~value~~deciding ofwhether ~~our~~to ~~loans~~invest ~~and~~in ~~loan~~the ~~servicing portfolio~~Notes.

The economy of Puerto Rico entered into a recession in the fourth quarter of the government’s fiscal year ended June 30, 2006. For fiscal years 2007, 2008, 2009, 2010 and 2011, Puerto Rico’s real gross national product decreased by 1.2%, 2.9%, 3.8%, 3.4% and 1.5%, respectively. According to the projections of the Puerto Rico Planning Board, a government agency, made in April 2012, real gross national product for fiscal years 2012 and 2013 is expected to increase by 0.9% and 1.1%, respectively, although there can be no assurance this will prove accurate. 10

OnTABLE ~~June 5,~~OF 2012, Moody’s Investors Service (“Moody’s”) reaffirmed its rating and negative outlook on Puerto Rico’s general obligation debt. In taking such action, Moody’s stated that such outlook reflects the stress that the Puerto Rico government will face in the next few years as it continues to attempt to address the underfunding of the government’s retirement system from an already weak financial and economic position. It also stated that while the Puerto Rico economy has shown some preliminary signs of stabilizing, the government’s rising debt levels and continued reliance on deficit financing to fund budget gaps continue to pressure the rating. On June 6, 2012, Standard & Poor’s Rating Services (“S&P”) revised its outlook on Puerto Rico’s general obligation debt ratings from stable to negative. In taking such action, S&P stated that the negative outlook reflects its belief that Puerto Rico faces a challenging economic and fiscal environment, which has the potential to delay structurally balanced government budgets beyond fiscal year 2013. It also stated that a steady economic recovery has failed to take hold in Puerto Rico, which limits the government’s ability to implement additional expenditure cuts and revenue enhancement measures in the near term. According to S&P, given the disproportionate reliance of Puerto Rico’s economy on federal transfers, a significant reduction in such transfers as a result of the Budget Control Act of 2011 could result in additional challenges for Puerto Rico’s economy. It further stated that the upcoming legislative and gubernatorial elections could forestall progress on the adoption and implementation of a meaningful solution to the government’s unfunded pension and retirement obligations, which could further complicate the achievement of structurally balanced government budgets. CONTENTS

ARISK ~~period~~FACTORS of reduced economic growth or a recession has historically resulted in a reduction in lending activity and an increase in the rate of default in commercial loans, consumer loans and residential mortgages. A recession may have a significant adverse impact on our net interest income and fee income. We may also experience significant losses on the loan portfolio due to a higher level of defaults on commercial loans, consumer loans and residential mortgages. For a discussion of the impact of the economy on our loan portfolios, see “—A prolonged economic downturn or recession or a continuing decline in the real estate market would likely result in an increase in delinquencies, defaults and foreclosures and in a reduction in loan origination activity, which would adversely affect our financial results.”

11An investment in our securities is subject to risks inherent to our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with the risk factors and other information included in our Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated by reference into this prospectus. Additional risks and uncertainties that management is not aware of or that management currently deems immaterial may also impair our business operations. See also the discussion under the heading “Cautionary Note Concerning Forward-Looking Statements.” This prospectus is qualified in its entirety by these risk factors. If any of these risks actually occurs, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities could decline significantly, and you could lose all or part of your investment.

~~Table~~Risk ofFactors ~~Contents~~Related to the Notes

~~Index~~The Notes will be unsecured and subordinated to ~~Financial~~any ~~Statements~~existing and future Senior Debt.

The ~~prolonged~~Notes ~~recessionary~~will ~~economic~~be ~~environment~~unsecured ~~accelerated~~and subordinated obligations of OFG. Accordingly, the ~~devaluation~~Notes will be junior in right of ~~properties~~payment to any existing and ~~increased~~all ~~portfolio delinquency~~future ~~when~~Senior ~~compared~~Debt, including obligations to our or our subsidiaries’ general creditors, and in certain events of insolvency, to other financial obligations as described under “Description of the Notes.” Our Senior Debt includes all of OFG’s indebtedness, except indebtedness of OFG that is expressly subordinated to or ranked pari passu with ~~previous~~the ~~periods~~Notes, subject to certain exceptions. ~~Additional~~The ~~economic~~Notes ~~weakness~~will rank equally with all other unsecured subordinated indebtedness of OFG issued in ~~Puerto~~the ~~Rico~~future under the Indenture. In addition, the Notes will be structurally subordinated to all existing and future indebtedness, liabilities and other obligations, including deposits of our subsidiaries, including the UBank.~~S. mainland~~ ~~could~~As ~~further~~of ~~pressure~~December 31, ~~residential~~2025, ~~property~~on ~~values~~a consolidated basis, ~~loan~~our ~~delinquencies~~outstanding debt and deposits totaled approximately $10.8 billion, ~~foreclosures~~which includes approximately $10.3 billion of deposit liabilities and $557 million in short- and long-term Federal Home Loan Bank advances and repurchase agreements to which the ~~cost~~Notes would be structurally subordinated. In addition, as of ~~repossessing~~December 31, 2025, we (at the holding company level) had no indebtedness that would rank senior or pari passu to the Notes, and ~~disposing of~~no ~~real~~indebtedness ~~estate~~that ~~collateral~~would rank junior to the Notes.

~~The~~In ~~business~~addition, ~~activities~~the ofNotes ~~BBVAPR~~will ~~are~~not ~~similarly~~be ~~concentrated~~secured inby ~~the~~any ~~Puerto~~of ~~Rico~~our ~~market~~assets. ~~Moreover,~~As as a result, of the ~~BBVAPR Acquisition~~Notes ~~and~~will ~~the~~be ~~planned~~effectively ~~deleveraging~~subordinated to all of our ~~balance~~secured ~~sheet~~indebtedness ~~(as~~to ~~described~~the ~~under~~extent ~~“The~~of ~~BBVAPR~~the ~~Acquisition—Background~~value orof the ~~BBVAPR~~assets ~~Acquisition.”),~~securing ~~our~~such ~~loan~~indebtedness. ~~portfolio~~The ~~will~~Indenture ~~become~~governing the ~~largest~~Notes ~~component~~does ofnot ~~our~~limit ~~interest-earning assets. Consequently,~~ the ~~BBVAPR~~amount ~~Acquisition~~of ~~will~~Senior ~~increase~~Debt ~~the~~and ~~risk~~other wefinancial ~~face~~obligations inor ~~the~~secured ~~event~~obligations ofthat awe ~~continued~~or ~~down~~our ~~turn~~subsidiaries inmay ~~the Puerto Rico economy~~incur.

~~Our financial~~As ~~results~~a ~~are~~result ~~constantly~~of ~~exposed~~the tosubordination ~~market~~provisions ~~risk~~described above, inholders ~~particular~~of tothe ~~changes~~Notes may not be fully repaid in ~~interest~~the ~~rates~~event of our bankruptcy, liquidation or reorganization.

~~Market~~The ~~risk~~Notes ~~refers~~will tonot ~~the~~be ~~probability~~insured ~~of variations~~or inguaranteed by the ~~net~~FDIC, ~~interest~~any ~~income~~other orgovernmental ~~the~~agency ~~fair~~or ~~value~~any of ~~assets~~our ~~and~~subsidiaries. ~~liabilities~~The ~~due~~Notes will be structurally subordinated to ~~changes~~the inindebtedness ~~interest~~and ~~rates~~other liabilities of our subsidiaries, ~~currency~~which ~~exchange~~means ~~rates~~that orcreditors ~~equity~~of ~~prices~~our subsidiaries generally will be paid from those subsidiaries’ assets before holders of the Notes would have any claims to those assets.

~~Changes~~The inNotes ~~interest~~are ~~rates~~not ~~are~~savings ~~one~~accounts, deposits or other obligations of the ~~principal~~Bank ~~market~~or ~~risks~~any ~~affecting~~of ~~us.~~our ~~Our~~non-bank ~~income~~subsidiaries and ~~cash~~are ~~flows~~not ~~depend~~insured toor aguaranteed ~~great~~by ~~extent~~the onFDIC ~~the~~or ~~difference~~any ~~between~~other ~~the~~governmental ~~interest~~agency ~~rates~~or ~~earned~~public onor ~~interest-earning~~private ~~assets~~insurer. ~~such as~~The ~~loans~~Notes ~~and~~are ~~investment~~obligations ~~securities~~of OFG only and ~~the~~are ~~interest~~neither ~~rates~~obligations ~~paid~~of, onnor ~~interest-bearing~~guaranteed ~~liabilities~~by, ~~such~~any asof ~~deposits~~our subsidiaries. The Notes will be structurally subordinated to all existing and ~~borrowings.~~future ~~Net~~indebtedness ~~interest~~and ~~income~~other isliabilities of our subsidiaries, which means that creditors of our subsidiaries (including, in the ~~difference~~case ~~between~~of the ~~revenue~~Bank, ~~generated~~their ondepositors) ~~interest-earning~~generally will be paid from those subsidiaries’ assets ~~and~~before holders of the ~~interest~~Notes ~~cost~~would ~~of funding~~have any claims to those assets. ~~Depending~~Even onif ~~the~~we ~~duration~~become ~~and~~a ~~repricing~~creditor ~~characteristics~~of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets, ~~liabilities~~of that subsidiary and ~~off-balance~~any ~~sheet~~debt ~~items,~~of ~~changes~~that insubsidiary ~~interest~~senior ~~rates~~to that held by us, and our rights could ~~either~~otherwise ~~increase~~be orsubordinated ~~decrease~~to the ~~level~~rights of ~~net~~other ~~interest~~creditors ~~income~~and depositors of that subsidiary. ~~For~~Furthermore, none of our subsidiaries is under any ~~given~~obligation ~~period~~to make payments to us, and any payments to us depend on the ~~pricing~~earnings ~~structure~~or financial condition of ~~the~~our ~~assets~~subsidiaries and ~~liabilities~~various isbusiness ~~matched~~considerations. ~~when~~Statutory, ancontractual ~~equal~~or ~~amount~~other ofrestrictions ~~such~~also ~~assets~~limit ~~and~~our ~~liabilities~~subsidiaries’ ~~mature~~ability to pay dividends or ~~reprice~~make indistributions, ~~that~~loans ~~period~~or advances to us. For these reasons, we may not have access to any assets or cash flows of our subsidiaries to make interest and principal payments on the Notes.

We use an asset-liability management software program to project future movements in the balance sheet and income statement. The starting point of the projections generally corresponds to the actual values of the balance sheet on the date of the simulations. These simulations are highly complex and use many simplifying assumptions. In addition, the interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and the policies of various governmental and regulatory agencies, in particular, the Federal Reserve Board. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the prepayment speed of loans, the value of loans and investment securities, the purchase of investments, the generation of deposits and the rates received on loans and investment securities and paid on deposits or other sources of funding. 11

WeTABLE ~~are~~OF ~~subject to interest rate risk because of the following factors:~~ CONTENTS

nThe ~~Assets~~Indenture ~~and~~governing ~~liabilities~~the ~~may~~Notes ~~mature~~does ornot ~~reprice~~contain atany ~~different~~limitations ~~times.~~on ~~For~~our ~~example~~ability to incur additional indebtedness, ifgrant ~~assets~~or ~~reprice~~incur ~~slower~~a ~~than~~lien ~~liabilities~~on ~~and~~our ~~interest~~assets, ~~rates~~sell ~~are~~or ~~generally~~otherwise ~~rising~~dispose of assets, ~~earnings~~pay ~~may~~dividends ~~initially~~or ~~decline~~repurchase our capital stock.

nNeither ~~Assets~~we ~~and~~nor ~~liabilities~~any ~~may~~of ~~reprice~~our atsubsidiaries ~~the~~are ~~same~~restricted ~~time~~from ~~but~~incurring byadditional ~~different~~indebtedness ~~amounts.~~or ~~For~~other ~~example~~liabilities, ~~when~~including additional senior or subordinated indebtedness, under the ~~general~~Indenture ~~level~~governing the terms of ~~interest~~the ~~rates~~Notes. isIf ~~rising~~we incur additional indebtedness or liabilities, weour ~~may~~ability ~~increase~~to ~~rates~~pay ~~charged~~our obligations on ~~loans~~the byNotes ancould ~~amount~~be adversely affected. We expect that iswe ~~less~~will ~~than~~from time to time incur additional indebtedness and other liabilities. In addition, we are not restricted under the ~~general~~Indenture ~~increase~~governing inthe ~~market~~Notes ~~interest~~from ~~rates~~granting ~~because~~or ofincurring ~~intense~~a ~~pricing~~lien ~~competition.~~on ~~Also~~any of our assets, ~~basis~~selling ~~risk~~or ~~occurs~~otherwise ~~when~~disposing of any of our assets, ~~and~~paying ~~liabilities~~dividends ~~have~~or ~~similar~~issuing ~~repricing~~or ~~frequencies~~repurchasing ~~but~~our ~~are~~securities ~~tied~~including toour ~~different~~regular ~~market~~quarterly ~~interest~~dividend ~~rate~~and ~~indices~~share ~~that~~repurchases ~~may~~pursuant ~~not~~to ~~move~~our inpreviously ~~tandem~~announced share repurchase program.

nIn ~~Short-term~~addition, ~~and~~there ~~long-term~~are ~~market~~no ~~interest~~financial ~~rates~~covenants ~~may~~in ~~change~~the byIndenture ~~different~~governing ~~amounts,~~the iNotes.e. Except as expressly provided in the Indenture, you are not protected under the ~~shape~~Indenture ofgoverning the ~~yield~~Notes ~~curve~~in the event of a highly leveraged transaction, reorganization, default under our existing indebtedness, restructuring, merger or similar transaction that may adversely affect ~~new~~you. ~~loan~~See ~~yields~~“Description ~~and~~of ~~funding~~the ~~costs~~Notes ~~differently~~— Consolidation, Merger, Sale of Assets and Other Transactions.”

nPayments ~~The~~on ~~remaining~~the ~~maturity~~Notes ofwill ~~various~~depend ~~assets~~on ~~and~~receipt liabilities may shorten or lengthen as interest rates change. For example, if long-term mortgage interest rates decline sharply, our mortgage-backed securities portfolios may prepay significantly earlier than anticipated, which could reduce portfolio income. If prepayment rates increase, we would be required to amortize net premiums into income over a shorter period of ~~time,~~dividends ~~thereby reducing the corresponding asset yield~~ and ~~net~~distributions ~~interest~~from ~~income.~~our ~~Prepayment risk also has a significant impact on mortgage-backed securities and collateralized mortgage obligations since prepayments could shorten the weighted average life of these portfolios~~subsidiaries.

nWe ~~Interest~~are ~~rates~~a ~~may~~bank ~~have~~holding ancompany ~~indirect~~and ~~impact~~we onconduct ~~loan~~substantially ~~demand,~~all ~~credit~~of ~~losses,~~our ~~loan~~operations ~~origination~~through ~~volume~~subsidiaries, including the ~~value~~Bank. ofWe ~~financial~~depend ~~assets~~on ~~and financial liabilities~~dividends, ~~gains~~distributions and ~~losses~~other onpayments ~~sales~~from ofour ~~securities~~subsidiaries ~~and~~to ~~loans,~~meet ~~the~~our ~~value~~obligations, ofincluding ~~mortgage~~to ~~servicing~~fund ~~rights~~payments ~~and~~on ~~other~~the ~~sources of earnings~~Notes.

12U.S. federal and Puerto Rico banking regulations limit dividends from the Bank to us. Generally, banks are prohibited from paying dividends when doing so would cause them to fall below regulatory minimum capital levels. Additionally, limits exist on banks paying dividends in excess of net income for specified periods. The total amount available for payment of dividends by the Bank was approximately $429.8 million at December 31, 2025, based on the Bank’s net income for the year ended December 31, 2025. If this amount had been fully distributed as of December 31, 2025, the Bank would have maintained enough capital to be considered well-capitalized at that date.

~~Table~~During the year ended December 31, 2025 and the years ended December 31, 2024, the Bank paid dividends of ~~Contents~~$125.0 million and $75.0 million, respectively, to us. In addition, U.S. federal and Puerto Rico bank regulatory agencies have the authority to prohibit the Bank from engaging in unsafe or unsound practices in conducting its business. The payment of dividends or other transfers of funds to us, depending on the financial condition of the Bank, could be deemed an unsafe or unsound practice.

~~Index~~Dividend payments from the Bank would also be prohibited under the “prompt corrective action” regulations of federal bank regulators if the Bank is, or after payment of such dividends would be, undercapitalized under such regulations. In addition, the Bank is subject to ~~Financial~~restrictions ~~Statements~~under federal law that limit its ability to transfer funds or other items of value to us and our non-bank subsidiaries, including affiliates, whether in the form of loans and other extensions of credit, investments and asset purchases, or as other transactions involving the transfer of value. Unless an exemption applies, these transactions by the Bank with us are limited to 10% of the Bank’s capital stock and surplus and, with respect to all such transactions with affiliates in the aggregate, to 20% of the Bank’s capital stock and surplus. Moreover, loans and extensions of credit by the Bank to its affiliates, including us, generally are required to be secured in specified amounts. A bank’s transactions with its non-bank affiliates also are required generally to be on arm’s-length terms.

~~In limiting interest rate risk to an acceptable level~~Accordingly, ~~management~~we ~~may~~can ~~alter~~provide ~~the~~no ~~mix~~assurance ofthat ~~floating~~we ~~and~~will ~~fixed~~receive ~~rate~~dividends ~~assets and~~or ~~liabilities,~~other ~~change~~distributions ~~pricing~~from ~~schedules,~~our ~~adjust~~bank ~~maturities~~subsidiary ~~through sales~~ and ~~purchases~~our ~~of investment securities, and enter into derivative contracts, among~~ other ~~alternatives.~~subsidiaries ~~We may suffer losses or experience lower spreads than anticipated~~ in ~~initial~~ ~~projections~~an asamount ~~management~~sufficient ~~implements~~to ~~strategies~~pay tointerest ~~reduce~~on ~~future~~or ~~interest~~principal ~~rate~~of ~~exposure~~the Notes.

~~The~~Our ~~hedging~~indebtedness ~~transactions~~could ~~that~~adversely weaffect ~~enter~~our ~~into~~financial ~~may not~~results beand ~~effective~~prevent inus ~~managing~~from fulfilling our ~~exposure~~obligations tounder ~~market~~the ~~risk, including interest rate risk~~Notes.

WeIn ~~use~~addition ~~derivatives,~~to ~~such~~our ascurrently ~~interest~~outstanding ~~rate~~indebtedness ~~swaps~~ and ~~options~~ onany ~~interest~~additional ~~rate~~indebtedness ~~swaps,~~we tomay ~~manage~~incur ~~part~~pursuant ~~of our exposure~~ to ~~market~~this ~~risk~~offering, ~~caused~~we bymay ~~changes~~be inable ~~interest rates. We have also offered certificates of deposit with an option tied~~ to ~~the~~borrow ~~performance~~substantial ofadditional ~~the Standard & Poor 500 stock market index and use derivatives~~indebtedness, ~~such~~including asSenior ~~option agreements with major broker-dealer companies~~Debt, ~~to manage our exposure to changes~~ in the ~~value of the index~~future. ~~The~~If ~~derivative~~new ~~instruments~~indebtedness ~~that we may utilize also have their own risks, which include: (i) basis risk, which~~ is ~~the~~incurred ~~risk of loss associated with variations~~ in ~~the~~addition ~~spread between the asset yield and the funding and/or hedge cost; (ii) credit or default risk, which is the risk of insolvency or other inability of the counterparty~~ to aour ~~particular~~current ~~transaction~~debt ~~to perform its obligations thereunder; and (iii) legal risk~~levels, ~~which is~~ the ~~risk~~related risks that we ~~are~~now ~~unable~~face ~~to enforce certain terms of such instruments. All or any of such risks~~ could ~~expose us to losses~~increase.

If the counterparty to a derivative contract fails to perform, our credit risk is equal to the net fair value of the contract. We deal with counterparties that have high quality credit ratings at the time we enter into the counterparty relationships. However, there can be no assurances that the counterparties will have the ability to perform under their contracts. If the counterparty fails to perform, including as a result of the bankruptcy or insolvency of such counterparty, we would incur losses as a result. 12

WeTABLE ~~may~~OF ~~incur a significant impairment charge in connection with a decline in the market value of our investment securities portfolio.~~ CONTENTS

AOur ~~substantial part of our earnings come from the treasury business segment~~indebtedness, ~~which~~including ~~encompasses~~ the ~~investment~~indebtedness ~~securities~~we ~~portfolio.~~may ~~The~~incur ~~determination of fair value for investment securities involves significant judgment due to the complexity of factors contributing to the valuation, many of which are not readily observable~~ in the ~~market. In addition~~future, wecould ~~utilize~~have ~~and~~important ~~review~~consequences information obtained from third-party sources to measure fair values. Third-party sources also use assumptions, judgments and estimates in determining securities values, and different third parties may provide different prices for ~~securities. Moreover, depending upon, among other things,~~ the ~~measurement~~holders ~~date~~ of the ~~security~~Notes, ~~the~~including: subsequent sale price of the security may be different from its recorded fair value. These differences may be significant, especially if the security is sold during a period of illiquidity or market disruption.

~~When~~• ~~the~~limiting ~~fair~~our ~~value~~ability of a security declines, management must assess whether the decline is “other-than-temporary.” When the decline in fair value is deemed “other-than-temporary,” the amortized cost basis of the investment security is reduced to ~~its~~satisfy ~~then~~our ~~current~~obligations fair value. The term “other-than-temporary impairment” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Any portion of a decline in value associated with ~~credit~~respect loss is recognized in income with the remaining noncredit-related component being recognized in other comprehensive income. A credit loss is determined by assessing whether the amortized cost basis of the security will be recovered, by comparing the present value of cash flows expected to ~~be collected from~~ the security, computed using original yield as the discount rate, to the amortized cost basis of the security. The shortfall of the present value of the cash flows expected to be collected in relation to the amortized cost basis is considered to be the “credit loss.” Such impairment charges reflect non-cash losses at the time of recognition. Subsequent disposition or sale of such assets could further affect our future results of operations, as they are based on the difference between the sale prices received and the adjusted amortized cost of such assets at the time of sale. We consider numerous factors in our review of whether a decline in fair value is other-than-temporary, many of which involve complex judgment. Notes;

13• increasing our vulnerability to general adverse economic and industry conditions;

~~Table~~• oflimiting ~~Contents~~our ability to obtain additional financing to fund future working capital, capital expenditures, and other general corporate requirements;

~~Index~~• requiring a substantial portion of our cash flow from operations for the payment of principal of, and interest on, our indebtedness and thereby reducing our ability to ~~Financial~~use ~~Statements~~our cash flow to fund working capital, capital expenditures, and general corporate requirements;

A• ~~decline~~limiting inour ~~the~~flexibility ~~market~~in ~~value~~planning offor, ~~our~~or ~~investment~~reacting ~~securities~~to, ~~portfolio~~changes ~~could~~in ~~adversely~~our ~~impact~~business ~~our~~and ~~regulatory capital~~the ~~ratios.~~industry; and

~~The~~• ~~Federal~~putting ~~Reserve~~us ~~Board,~~at ~~together~~a ~~with~~disadvantage ~~other~~compared ~~federal banking regulatory agencies, recently issued proposed capital rules~~ to ~~implement~~ ~~the~~competitors so-called “Basel III” capital framework in the United States. Among other things, the proposed rules would require banking organizations such as ourselves to include gains and losses on our securities holdings classified as available-for-sale (“AFS”) in our common equity tier 1 capital (“CET1”). This aspect of the rules would be phased in over six years with ~~full~~less ~~gain and loss flow-through to capital starting in 2018~~indebtedness. Currently, unrealized losses on AFS equity securities are counted against Tier 1 capital, unrealized gains on AFS equity securities are partially included in Tier 2 capital and unrealized gains and losses on AFS debt securities are excluded from regulatory capital. However, these unrealized gains and losses are reflected in stockholders’ equity under accounting principles generally accepted in the United States (“GAAP”). The agencies’ proposals introduce the concept of CET1—which is comprised of qualifying common stock instruments, retained earnings, accumulated other comprehensive income (“AOCI”), certain qualifying minority interests in consolidated subsidiaries and other adjustments and establish a new minimum ratio of CET1 to total risk-weighted assets of 4.5% and a capital conservation buffer of 2.5% to be phased in over several years. Because of the inclusion of AOCI, unlike the current general risk-based capital rules, unrealized gains and losses on all AFS-classified securities would flow through to CET1 capital, after the transition period, if the proposals are adopted in their current form. Our CET1 levels are likely to be significantly more volatile under the agencies’ proposals than previously because unrealized gains and losses on AFS classified securities recognized in stockholders’ equity on the balance sheet for accounting purposes would also be incorporated for regulatory capital purposes. Accordingly, a decline in the market value of our investment securities portfolio could adversely impact our regulatory capital ratios.

~~Market~~The ~~conditions~~Indenture ~~and~~does ~~actions~~not bylimit ~~governmental authorities may upset~~ the ~~historical~~incurrence ~~relationship~~of ~~between~~additional ~~interest~~indebtedness ~~rate~~by ~~changes~~us, ~~and~~including ~~prepayment~~secured ~~trends~~indebtedness, which would ~~make~~be iteffectively ~~more~~senior ~~difficult~~to ~~for~~the usNotes to ~~analyze~~the ~~our~~extent ~~investment~~of ~~portfolio~~the value of the collateral securing such indebtedness.

~~Our~~We success depends in part on our ability to analyze the relationship of changing interest rates on prepayments of the mortgage loans that underlie our mortgage-backed securities (“MBS”) portfolio. Changes in interest rates and prepayments affect the market price of MBS that we may ~~purchase~~not ~~and~~be ~~any~~able ~~MBS that we may hold at a given time. As part of our overall portfolio risk management, we analyze interest rate changes and prepayment trends separately and collectively~~ to ~~assess~~generate ~~their~~sufficient ~~effects~~cash ~~on our investment portfolio. In conducting this analysis, we depend on certain assumptions based upon historical trends with respect~~ to ~~the~~service ~~relationship~~all between interest rates and prepayments under normal market conditions. U.S. government programs aimed at assisting homeowners, including the Homeowner Affordability and Stability Plan announced by the U.S. Treasury in February 2009, the “Operation Twist” program announced by the Federal Reserve Board on September 21, 2011, the expansion of ~~the~~our ~~Home Affordable Refinancing Program (“HARP”) announced by the Federal Housing Finance Agency (“FHFA”)~~debt, Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) on October 24, 2011, and other expansions to the U.S. Treasury’s Home Affordable Modification Program (“HAMP”), including proposals to allow Fannie Mae and Freddie Mac to use principal reductions when modifying loans under HAMP, could cause an increase in prepayment rates. Bills to implement these proposals, which were opposed by the ~~FHFA, are currently under consideration in both chambers of Congress~~Notes. On February 1, 2012, President Obama proposed legislation to expand HARP in order to allow a greater number of homeowners to refinance their mortgages at historically low interest rates. If the dislocations in the residential mortgage market, recent or future government actions, or other developments change the way that prepayment trends have historically responded to interest rate changes, our ability to (i) assess the market value of our investment portfolio, (ii) implement our hedging strategies, and (iii) adopt techniques to reduce our prepayment rate volatility would be significantly affected. This could adversely affect our results of operations, financial position or perception of financial health.

AOur ~~prolonged~~ability ~~economic~~to ~~downturn~~make orscheduled ~~recession~~payments of principal and interest, or ato ~~continuing~~satisfy ~~decline~~our obligations in respect of our debt or to refinance our debt, will depend on the ~~real~~future ~~estate~~performance ~~market~~of ~~would~~our ~~likely~~operating ~~result~~subsidiaries. inPrevailing ~~an increase~~economic inconditions ~~delinquencies~~(including interest rates), ~~defaults~~regulatory ~~and~~constraints, ~~foreclosures~~including, without limitation, limiting distributions to us from the Bank and inrequired acapital ~~reduction~~levels inwith ~~loan~~respect ~~origination~~to ~~activity~~the Bank and financial, business and other factors, many of which ~~would~~are ~~adversely~~beyond our control, will also affect our ~~financial~~ability ~~results~~to meet these needs. Our subsidiaries may not be able to generate sufficient cash flows from operations, or we may be unable to obtain future borrowings in an amount sufficient to enable us to pay our debt, or to fund our other liquidity needs. We may need to refinance all or a portion of our debt at or before maturity. We may not be able to refinance any of our debt when needed (including, without limitation, upon commencement of the floating rate period) on commercially reasonable terms or at all.

~~The~~Regulatory ~~residential~~guidelines ~~mortgage~~may ~~loan~~restrict ~~origination~~our ~~business~~ability ~~has~~to ~~historically~~pay ~~been~~the ~~cyclical,~~principal ~~enjoying periods~~ of ~~strong growth and profitability followed by periods of lower volumes and industry-wide losses. The market for residential mortgage loan originations is currently in decline~~, and ~~this~~accrued ~~trend could also reduce the level of mortgage loans that we may originate in the future~~ and ~~may~~unpaid ~~adversely impact our business. During periods of rising~~ interest ~~rates~~on, ~~refinancing~~ ~~originations for many mortgage products tend to decrease as~~ the ~~economic~~Notes. ~~incentives for borrowers to refinance their~~

14As a bank holding company, our ability to pay the principal of, and interest on, the Notes is subject to the rules and guidelines of the Federal Reserve regarding capital adequacy. We intend to treat the Notes as “Tier 2 capital” under these rules and guidelines. The Federal Reserve guidelines generally require us to review the effects of the cash payment on Tier 2 capital instruments, such as the Notes, on our overall financial condition. The guidelines also require that we review our net income for the current and past four quarters, and the amounts we have paid on Tier 2 capital instruments for those periods, as well as our projected rate of earnings retention. Moreover, pursuant to federal law and Federal Reserve regulations, as a bank holding company, we are required to act as a source of financial and managerial strength to the Bank and commit resources to its support. Such support may be required at times when we may not otherwise be inclined or able to provide it. As a result of the foregoing, we may be unable to pay accrued interest on the Notes on one or more of the scheduled interest payment dates, or at any other time, or the principal of the Notes at the maturity of the Notes.

~~Table~~If we were to be the subject of ~~Contents~~a bankruptcy proceeding under Chapter 11 of the U.S. Bankruptcy Code, then the bankruptcy trustee would be deemed to have assumed, and would be required to cure immediately, any deficit under any commitment we have to any of the federal banking agencies to maintain the capital of the Bank, and any other insured depository institution for which we have such a responsibility, and any claim for breach of such obligation would generally have priority over most other unsecured claims.

~~Index~~Holders toof ~~Financial~~the ~~Statements~~Notes will have limited rights, including limited rights of acceleration, if there is an event of default.

~~existing~~Payment ~~mortgage~~of ~~loans~~principal ~~are~~on ~~reduced. In addition,~~ the ~~residential~~Notes ~~mortgage~~may ~~loan~~be ~~origination~~accelerated ~~business~~only isin ~~impacted~~the bycase ~~home~~of ~~values.~~certain Aevents ~~significant trend~~ of ~~decreasing~~bankruptcy ~~values~~or ininsolvency ~~certain~~involving ~~housing segments~~us inor ~~Puerto~~the ~~Rico has also been noted~~Bank. There is ano ~~risk~~automatic ~~that~~acceleration, aor ~~reduction~~right inof ~~housing~~acceleration, ~~values~~in ~~could~~the ~~negatively~~case ~~impact~~of ~~our~~default ~~loss~~in ~~levels on~~ the ~~mortgage~~payment ~~portfolio~~of ~~because~~principal ~~the value~~ of ~~the~~or ~~homes~~interest ~~underlying~~on the ~~loans~~Notes, isor ain ~~primary~~the ~~source~~performance of ~~repayment~~any ~~in the~~of ~~event~~our ofother ~~foreclosure.~~obligations

The decline in Puerto Rico’s economy has had an adverse effect in the credit quality of our loan portfolios. Among other things, during the recession, we experienced an increase in the level of non-performing assets and loan loss provision, which adversely affected our profitability. Although the delinquency rates have decreased in the short term, they may increase if the economy falls back into a recession. If there is another decline in economic activity, additional increases in the allowance for loan and lease losses could be necessary with further adverse effects on our profitability. 13

~~Any~~TABLE ~~sustained~~OF period of increased delinquencies, foreclosures or losses could harm our ability to sell loans, the price received on the sale of such loans, and the value of the mortgage loan portfolio, all of which could have a negative impact on our results of operations and financial condition. In addition, any material decline in real estate values would weaken our collateral loan-to-value ratios and increase the possibility of loss if a borrower defaults. For a discussion of the impact of the Puerto Rico economy on our business operations, see “—Most of our business is conducted in Puerto Rico, which in recent years has experienced a downturn in the economy and in the real estate market.” CONTENTS

Aunder ~~continuing~~the ~~decline~~Notes inor the ~~real~~Indenture ~~estate~~governing ~~market~~the inNotes. Our regulators can, if we or the ~~U.S.~~Bank ~~mainland~~become ~~and~~subject ~~ongoing disruptions~~to inan enforcement action, prohibit the ~~capital~~Bank ~~markets~~from ~~may~~paying ~~harm~~dividends to us, and prevent our ~~investment~~payment ~~securities~~of interest on or principal of the Notes and ~~wholesale~~any ~~funding~~dividends ~~portfolios~~on our capital stock, but such limits will not permit acceleration of the Notes. See “Description of the Notes — Events of Default.”

~~The~~An ~~housing~~active ~~market~~trading in the U.S. is undergoing a correction of historic proportions. After a period of several years of booming housing markets, fueled by liberal credit conditions and rapidly rising property values, the sector has been in the midst of a substantial correction since early 2007. The general level of property values in the U.S., as measured by several indices widely followed by the market, ~~has~~for ~~declined. These declines are~~ the ~~result~~Notes ofmay ongoing market adjustments that are aligning property values with income levels and home inventories. The U.S. residential real estate market has most recently shown signs of recovery driven by lower interest rates, fewer foreclosures, high affordability of home ownership, and satisfying demand that has built up during a period of economic uncertainty. However, we cannot predict whether the recovery will continue or if and when the market and related economic forces will return the U.S. residential real estate industry to a period of sustained growth. Diverse macroeconomic developments could also slow or impair a housing recovery and if the real estate market or the economy as a whole does not ~~improve, we may experience material adverse effects on our business or financial condition and liquidity, including our investment securities and wholesale funding portfolios~~develop. Furthermore, any concern regarding the long-term sovereign credit rating of the United States, including due to concerns related to U.S. federal fiscal policy or difficulties in addressing federal debt levels, could stress the capital markets in the United States and globally and could have a negative impact on our investment securities and wholesale funding portfolios.

~~Significant~~The ~~concern~~Notes constitute a new issue of securities for which there is no existing trading market. We do not intend to apply for listing of the Notes on any securities exchange or for quotation of the Notes in any automated dealer quotation system. We cannot provide you with any assurance regarding whether a trading market for the ~~creditworthiness~~Notes will develop, the ability of ~~some~~holders of the ~~governments~~Notes into ~~Europe~~sell ~~has~~their ~~also~~Notes ~~contributed~~or the prices at which holders may be able to ~~volatility~~sell their Notes. The underwriters have advised us that they currently intend to make a secondary market in the ~~financial~~Notes. ~~markets~~The underwriters, however, are not obligated to do so, and ~~led~~any market-making with respect to ~~greater~~ ~~economic~~the ~~uncertainty~~Notes ~~worldwide~~may be discontinued at any time without notice. ~~Sovereign~~There ~~debt~~may ~~concerns~~be ina ~~Europe~~limited ~~could~~number ~~diminish~~of ~~economic~~buyers ~~recovery~~if ~~and~~you ~~lead~~decide to ~~further~~sell ~~stress~~your inNotes. This may affect the ~~capital~~price ~~markets,~~you ~~both~~receive ~~globally~~for ~~and~~your Notes or your ability to sell your Notes at all. Investors in the ~~United~~Notes ~~States,~~may ~~which~~not ~~could~~be ~~also~~able ~~have~~to sell the Notes at all or may not be able to sell the Notes at prices that will provide them with a ~~negative~~yield ~~impact~~comparable onto ~~our investment~~similar ~~securities~~investments that have a developed secondary market, and ~~wholesale~~may ~~funding~~consequently ~~portfolios~~suffer from increased pricing volatility and market risk.

~~Our~~If ~~business~~a ~~could~~trading bemarket ~~adversely~~for ~~affected~~the ifNotes wedevelops, ~~cannot~~changes ~~maintain~~in ~~access~~the debt markets, among others, could adversely affect your ability to ~~stable~~liquidate ~~funding sources~~your investment in the Notes and the market price of the Notes.

~~Our~~Many ~~business~~factors ~~requires~~could ~~continuous~~affect ~~access~~the totrading ~~various~~market ~~funding~~for, ~~sources~~and the trading value of, the Notes. WeThese ~~are~~factors ~~able~~include: the method of calculating the principal, premium, if any, interest or other amounts payable, if any, on the Notes; the time remaining to ~~fund~~the ~~our~~maturity ~~operations~~of ~~through~~the ~~deposits~~Notes; asthe ~~well~~ranking ~~as through~~of ~~advances~~the ~~from~~Notes; the ~~Federal~~redemption ~~Home~~features ~~Loan~~of ~~Bank~~the Notes; the outstanding amount of ~~New~~subordinated ~~York~~notes ~~and~~with ~~other~~terms ~~alternative~~similar ~~sources~~or identical to the Notes offered hereby; ~~however,~~the ~~our~~prevailing ~~business~~interest isrates ~~significantly~~being ~~dependent~~paid ~~upon~~by other ~~wholesale~~companies ~~funding~~similar ~~sources,~~to ~~such~~us; aschanges ~~repurchase~~in ~~agreements~~U.S. ~~and~~interest ~~brokered~~rates; ~~deposits,~~whether ~~which~~the ~~consisted of~~ratings ~~approximately~~on ~~57%~~the ofNotes or us provided by any rating agency have changed; our ~~total~~financial ~~interest-bearing~~condition, ~~liabilities~~financial asperformance ofand ~~June 30~~future prospects; the level, ~~2012.~~direction ~~While~~and ~~most~~volatility of ~~our~~market ~~repurchase~~interest ~~agreements~~rates ~~have~~generally; ~~been~~general ~~structured~~economic ~~with~~conditions ~~initial~~of ~~terms~~the tocapital ~~maturity~~markets ofin ~~between~~the ~~three~~United States; and ~~ten~~geopolitical ~~years~~conditions and other financial, ~~most~~political, regulatory, and judicial events that affect the capital markets generally. The condition of the ~~counterparties~~financial markets and prevailing interest rates have fluctuated significantly in the ~~right~~ past and are likely to ~~exercise~~fluctuate ~~put~~in ~~options~~the ~~before~~future. Such fluctuations could adversely affect the ~~contractual~~trading ~~maturities~~market (if any) for, and the market price of, the Notes.

~~Brokered~~Because ~~deposits~~the ~~are~~Notes ~~typically~~may ~~sold~~be ~~through~~redeemed anat ~~intermediary~~our tooption ~~small~~under ~~retail~~certain ~~investors. Our~~circumstances ~~ability~~prior to ~~continue~~their tomaturity, ~~attract~~if ~~brokered~~we ~~deposits~~elect ~~is subject~~ to ~~variability~~redeem ~~based~~all ~~upon~~or aany ~~number~~portion of ~~factors~~the Notes, ~~including~~you ~~volume~~may ~~and~~be ~~volatility~~subject into reinvestment risk.

15On or after April 1, 2031, we may, at our option, redeem the Notes in whole or in part on each interest payment date. In addition, we may also redeem the Notes prior to maturity, at our option, in whole but not in part, upon or after the occurrence of (i) a Tier 2 Capital Event, (ii) a Tax Event or (iii) our being required to register as an investment company under the Investment Company Act of 1940, as amended. The redemption price for any redemption is 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption. Any redemption of the Notes will be subject to the receipt of the approval of the Federal Reserve, to the extent then required under applicable laws or regulations, including capital regulations. Any such redemption may have the effect of reducing the income or return that you may receive on an investment in the Notes by reducing the term of the investment. If we redeem the Notes prior to their Maturity Date, you may not be able to reinvest the proceeds at an interest rate comparable to the rate paid on the Notes. See “Description of the Notes — Redemption.”

~~Table~~We may elect to redeem the Notes on or after the date on which they become redeemable at our option; however, investors should not expect us to make such election on such date when the Notes are first redeemable or at any time thereafter. Under Federal Reserve regulations, unless the Federal Reserve authorizes us in writing to do otherwise, we may not redeem the Notes unless they are replaced with other Tier 2 capital instruments or unless we can demonstrate to the satisfaction of ~~Contents~~the Federal Reserve that, following redemption, we will continue to hold capital commensurate with our risk.

~~Index~~The toamount ~~Financial~~of ~~Statements~~interest payable on the Notes will vary after April 1, 2031.

During the ~~global~~fixed ~~securities~~rate ~~markets~~period, ~~our~~the ~~credit~~Notes ~~rating~~will ~~and~~bear ~~the relative~~ interest ~~rates~~at ~~that~~an weinitial ~~are~~rate ~~prepared to pay for these liabilities. Brokered deposits are generally considered a less stable source~~ of % ~~funding~~per ~~than core deposits obtained through retail bank branches~~annum. ~~Investors~~Thereafter, inthe ~~brokered~~Notes ~~deposits~~will ~~are~~bear ~~generally more sensitive to~~ interest ~~rates~~at ~~and~~a ~~will~~floating ~~generally~~rate ~~move~~per ~~funds~~annum ~~from~~equal ~~one depository institution~~ to ~~another~~the ~~based~~Benchmark onrate ~~small~~(which ~~differences~~is ~~in interest~~expected ~~rates~~to ~~offered~~be ~~on deposits.~~

We expect to have continued access to credit from the foregoing sources of funds. However, there can be no assurance that such financing sources will continue to be available or will be available on favorable terms. In a period of financial disruption, or if negative developments occur with respect to us, the availability and cost of funding sources could be adversely affected. In that event, our cost of funds may increase, thereby reducing the net interest income, or we may need to dispose of a portion of the investment portfolio, which, depending upon market conditions, could result in realizing a loss or experiencing other adverse accounting consequences upon the dispositions. The interest rates that we pay on our securities are also influenced by, among other things, applicable credit ratings from recognized rating agencies. A downgrade to any of these credit ratings could affect our ability to access the capital markets, increase our borrowing costs and have a negative impact on our results of operations. Our efforts to monitor and manage liquidity risk may not be successful to deal with dramatic or unanticipated changes in the global securities markets or other reductions in liquidity driven by us or market related events. In the event that such sources of funds are reduced or eliminated and we are not able to replace them on a cost-effective basis, we may be forced to curtail or cease our loan origination business and treasury activities, which would have a material adverse effect on our operations and financial condition. 14

~~Following~~TABLE ~~the~~OF completion of the proposed BBVAPR Acquisition, we expect to rely less on investment securities and the related wholesale funding, which will consist of approximately 54% of the combined entities’ total interest-earning assets pro forma for the BBVAPR Acquisition, and 66% after giving effect to approximately $1.8 billion deleveraging of investment securities and wholesale funding portfolios that we plan to implement in connection with the BBVAPR Acquisition. See “—We may not be able to complete the planned deleveraging of our and BBVAPR Bank’s investment securities and wholesale funding portfolios.” There can be no assurance that the BBVAPR Acquisition will be consummated, or if the BBVAPR Acquisition is consummated, that we will be able to reposition our balance sheet composition with a smaller investment securities portfolio following the acquisition. CONTENTS

~~Our~~Three-Month ~~decisions~~Term ~~regarding~~SOFR) ~~credit~~plus basis ~~risk~~points, ~~and~~subject to the ~~allowance~~provisions under “Description of the Notes — Interest.” The per annum interest rate that is determined at the reference time for ~~loan~~each ~~and~~interest ~~lease~~period ~~losses~~will ~~may~~apply ~~materially~~to ~~and~~the ~~adversely~~entire ~~affect~~quarterly ~~our~~interest ~~business~~period ~~and results~~following ofsuch ~~operations~~determination date even if the Benchmark rate increases during that period.

~~Making~~Floating ~~loans~~rate isnotes anbear ~~essential~~additional ~~element~~significant ofrisks ~~our~~not ~~business,~~associated ~~and~~with ~~there~~fixed israte adebt ~~risk~~securities. ~~that~~These risks include fluctuation of the ~~loans~~interest rates and the possibility that you will ~~not~~receive bean ~~repaid.~~amount ~~This~~of ~~default risk~~interest that is ~~affected~~lower bythan expected. We have no control over a number of ~~factors~~matters, including:, without limitation, economic, financial, and political events, that are important in determining the existence, magnitude, and longevity of market volatility and other risks and their impact on the value of, or payments made on, the Notes. In recent years, interest rates have been volatile, and that volatility may be expected in the future.

nOur ~~the~~published ~~duration~~credit ratings may not reflect all risks of an investment in the ~~loan;~~Notes.

nThe published credit ~~risks~~ratings of us or our indebtedness are an assessment by rating agencies of our ability to pay our debts when due. These ratings are not recommendations to purchase, hold or sell the Notes, inasmuch as the ratings do not comment as to market price or suitability for a particular ~~borrower;~~investor, are limited in scope, and do not address all material risks relating to an investment in the Notes, but rather reflect only the view of each rating agency at the time the rating is issued. The published credit ratings assigned to the Notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, the Notes.

nAccordingly, ~~changes~~you inshould ~~economic~~consult oryour ~~industry~~own ~~conditions;~~financial and legal advisors as to the risks entailed by an investment in the Notes and the suitability of investing in the Notes in light of your particular circumstances.

nA indowngrade of our credit ratings or the ~~case~~ratings of aour ~~collateralized~~subsidiaries ~~loan,~~or ~~risks~~other ~~resulting~~financial ~~from~~institutions ~~uncertainties~~could ~~about~~have ~~the~~a ~~future~~material adverse impact on us and the value of and market for the ~~collateral~~Notes.

WeRating ~~strive~~agencies tocontinuously ~~maintain~~evaluate anus ~~appropriate~~and ~~allowance~~our ~~for~~subsidiaries, ~~loan~~and their ratings of our long-term and ~~lease~~short-term ~~losses~~debt toare ~~provide~~based ~~for~~on ~~probable~~a ~~losses~~number ~~inherent~~of infactors, ~~the~~including ~~loan~~financial ~~portfolio.~~strength, Weas ~~periodically~~well ~~determine~~ as factors not entirely within our control, such as conditions affecting the ~~amount~~financial services industry generally. In light of these reviews and the ~~allowance~~continued ~~based~~focus on ~~consideration~~the offinancial ~~several~~services ~~factors~~industry ~~such~~generally, aswe ~~default~~and ~~frequency,~~our ~~internal~~subsidiaries ~~risk~~may not be able to maintain our current credit ratings,. ~~expected~~Ratings ~~future~~downgrades ~~cash~~by ~~collections,~~a ~~loss~~rating ~~recovery~~agency ~~rates~~could have a significant and ~~general~~immediate ~~economic~~impact ~~factors~~on our funding and liquidity through cash obligations, ~~among~~reduced ~~others~~funding capacity and collateral triggers. ~~Our~~A ~~methodology~~reduction ~~for~~in ~~measuring the~~our ~~adequacy~~or ofour ~~the~~subsidiaries’ ~~allowance~~credit ~~relies~~ratings oncould ~~several~~also ~~key~~increase ~~elements,~~our ~~which~~borrowing ~~include~~costs aand ~~specific~~limit ~~allowance~~access ~~for~~to ~~identified~~the ~~problem~~capital ~~loans,~~markets. These changes could have a ~~general~~material ~~systematic~~adverse ~~allowance,~~impact on the value of and anmarket ~~unallocated~~for ~~allowance~~the Notes.

WeDowngrades ~~believe~~in ~~our allowance for loan and lease losses is currently sufficient given~~ the ~~constant~~credit ~~monitoring~~or offinancial ~~the~~strength ~~risk~~ratings ~~inherent~~assigned into the ~~loan~~counterparties ~~portfolio.~~with ~~However,~~whom ~~there is no precise method of predicting loan losses and therefore~~ we ~~always~~transact ~~face~~could ~~the~~create ~~risk that charge-offs in future periods will exceed~~ the ~~allowance~~perception ~~for loan and lease losses and~~ that ~~additional~~our ~~increases~~financial incondition ~~the allowance for loan and lease losses~~ will be ~~required.~~adversely Inimpacted ~~addition, the FDIC~~ as ~~well~~a asresult ~~the OCFI~~of ~~may~~potential ~~require~~future usdefaults toby ~~establish~~such ~~additional reserves~~counterparties. ~~Additions~~Additionally, towe ~~the~~could ~~allowance~~be ~~for~~adversely ~~loan~~affected ~~and~~by ~~lease~~a ~~losses~~general, ~~would~~negative ~~result~~perception ~~in a decrease~~ of ~~net~~financial ~~earnings~~institutions ~~and~~caused ~~capital~~by ~~and~~the ~~could~~downgrade ~~hinder~~of ~~our~~other ~~ability~~financial ~~to pay dividends~~institutions.

IfAccordingly, ~~the~~ratings ~~BBVAPR~~downgrades ~~Acquisition~~for isother ~~consummated,~~financial weinstitutions ~~will~~could ~~acquire~~affect athe ~~significant~~market ~~portfolio~~price of ~~commercial~~our stock and ~~auto~~could ~~loans.~~limit Ifour weaccess ~~are~~to ~~unable~~or toincrease ~~accurately~~our ~~predict~~cost ~~loan~~of ~~losses with~~capital. ~~respect~~These tochanges ~~these~~could ~~loan~~have ~~categories,~~a wematerial ~~may~~adverse ~~have~~impact toon ~~increase~~the value of and market for the Notes.

16Investors should not rely on indicative or historical data concerning SOFR or Three-Month Term SOFR.

~~Table~~The interest rate during the floating rate period will be determined using Three-Month Term SOFR (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to Three-Month Term SOFR, in which case the rate of ~~Contents~~interest will be based on the next-available Benchmark Replacement, which is Compounded SOFR (as described under “Description of the Notes”)). In the following discussion of SOFR, when we refer to the Notes, we mean the Notes at any time during the floating rate period when the interest rate on the Notes is or will be determined based on SOFR, including Three-Month Term SOFR.

~~Index~~SOFR is published by the Federal Reserve Bank of New York (“FRBNY”) and is intended to ~~Financial~~be ~~Statements~~a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral U.S. Treasury repurchase agreement (“repo”) transactions cleared through the delivery-versus-payment service offered by the Fixed Income Clearing

allowance for loan and lease losses. See “—Risks Related to the Proposed BBVAPR Acquisition—Loans that we will acquire in the BBVAPR Acquisition may be subject to greater than anticipated impairment.” 15

WeTABLE ~~are~~OF ~~subject to default and other risks in connection with mortgage loan originations.~~ CONTENTS

~~From~~Corporation (the ~~time that we fund the mortgage loans originated to the time that they are sold~~“FICC”), wea ~~are~~subsidiary ~~generally~~of ~~at risk for any mortgage loan defaults~~DTC. ~~Once~~SOFR weis ~~sell~~filtered ~~the mortgage~~by ~~loans,~~FRBNY ~~the risk of loss from mortgage loan defaults and foreclosures passes~~ to ~~the~~remove ~~purchaser~~a orportion ~~insurer~~ of the ~~mortgage~~foregoing ~~loans.~~transactions ~~However,~~considered ~~in the ordinary course of business, we make representations and warranties~~ to ~~the purchasers and insurers of mortgage loans relating to the validity of such loans. If there is a breach of any of these representations or warranties, we may~~ be ~~required to repurchase the mortgage loan and bear any subsequent loss on the mortgage loan~~“specials.” WeAccording ~~also may be required~~ to ~~repurchase~~FRBNY, ~~mortgage~~“specials” ~~loans~~are inrepos ~~the~~for ~~event~~specific-issue ~~that~~collateral ~~there was improper underwriting or fraud or in the event~~ that ~~the~~take ~~loans~~place ~~become~~at ~~delinquent shortly after they are originated. For the six~~cash-~~month~~lending ~~period~~rates ~~ended~~below ~~June 30,~~those ~~2012,~~for wegeneral ~~repurchased $4.1 million~~collateral ofrepos ~~loans~~because ~~from~~cash ~~the~~providers ~~Government~~are ~~National~~willing ~~Mortgage Association. Any such repurchases in the future may negatively impact our liquidity and operating results. Termination of our ability~~ to ~~sell~~accept ~~mortgage products to the government-sponsored entities would have~~ a ~~material~~lesser ~~adverse~~return ~~effect~~ on ~~our~~their ~~results~~cash ~~of operations and financial condition. In addition, we may be required~~ to ~~indemnify~~obtain certain purchasers and others against losses they incur in the event of breaches of representations and warranties and in various other circumstances, including securities fraud claims, and the amount of such losses could exceed the purchase amount of the related loans. Consequently, we may be exposed to credit risk associated with sold loans. In addition, we incur higher liquidity risk with respect to mortgage loans not eligible to be insured by Fannie Mae, the Government National Mortgage Association or Freddie Mac, due to a ~~lack~~particular ~~of secondary market in which to sell these loans~~security.

WeFRBNY ~~have~~reports ~~established reserves in our consolidated financial statements for potential losses~~ that ~~are~~SOFR ~~considered~~is tocalculated beas ~~both~~a ~~probable~~volume-weighted ~~and~~median ~~reasonably estimable~~of ~~related~~transaction-level totri-party ~~the~~repo ~~mortgage~~data ~~loans~~collected ~~sold~~from ~~by us.~~ The ~~adequacy~~Bank of ~~the~~New ~~reserve~~York ~~and the ultimate amount of losses incurred will depend on~~Mellon, ~~among~~which ~~other~~currently ~~things,~~acts as the ~~actual~~clearing ~~future~~bank ~~mortgage~~for ~~loan performance,~~ the ~~actual~~tri-party ~~level~~repo ~~of future repurchase and indemnification requests~~market, ~~the~~as ~~actual~~well ~~success~~as ~~rate~~General ofCollateral ~~claimants,~~Finance ~~developments~~Repo intransaction ~~litigation~~data ~~related to us~~ and ~~the~~data ~~industry, actual recoveries~~ on ~~the~~bilateral ~~collateral~~U.S. ~~and~~Treasury ~~macroeconomic~~repo ~~conditions~~transactions ~~(including~~cleared ~~unemployment~~through ~~levels~~the ~~and~~FICC’s ~~housing~~delivery-versus-payment ~~prices)~~service. ~~Due~~FRBNY ~~to uncertainties~~states ~~relating to these factors, there can be no assurance~~ that ~~our~~it ~~reserves~~obtains ~~will be adequate or that the total amount of losses incurred will not have a material adverse effect upon our financial condition or results of operations. For additional~~ information ~~related~~from toDTCC ~~our~~Solutions ~~allowance for loan and lease losses~~LLC, ~~see~~an ~~“Note~~affiliate ~~5—Loans~~of Receivable and Allowance for Loan and Lease Losses” to our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated by reference into this prospectusDTC.

~~Our~~FRBNY ~~risk~~currently ~~management~~publishes ~~policies~~SOFR daily on its website at https://www.newyorkfed.org/markets/reference-rates/sofr. FRBNY states on its publication page for SOFR that use of SOFR is subject to important disclaimers, ~~procedures~~ limitations and ~~systems~~indemnification obligations, including that FRBNY may bealter ~~inadequate~~the tomethods ~~mitigate~~of ~~all~~calculation, ~~risks~~publication ~~inherent~~schedule, inrate ~~our~~revision ~~various~~practices ~~businesses~~or availability of SOFR at any time without notice. The foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this prospectus or incorporated by reference herein.

AIn ~~comprehensive~~2021, ~~risk~~the ~~management~~Alternative ~~function~~Reference isRates ~~essential~~Committee to (the ~~financial~~“ARRC”) ~~and~~convened ~~operational~~by ~~success~~the ofFederal ~~our~~Reserve ~~business. The types of risk we monitor~~ and ~~seek~~FRBNY toformally ~~manage~~recommended ~~include,~~the ~~but~~use ~~are~~of ~~not~~the ~~limited~~CME ~~to,~~Group’s ~~operational~~computation ~~risk,~~of ~~technological~~forward-looking ~~and~~SOFR ~~organizational~~term ~~risk~~rates, ~~market~~which ~~risk,~~are ~~fiduciary~~calculated ~~risk,~~by ~~legal~~the ~~and~~CME ~~compliance~~Group ~~risk, liquidity~~based ~~risk~~on ~~and~~SOFR ~~credit risk~~futures. WeIt ~~have~~is ~~adopted~~currently ~~various~~anticipated ~~policies, procedures and systems to monitor and manage these risks. There can be no assurance~~ that ~~those~~Three-Month ~~policies~~Term SOFR, ~~procedures~~for ~~and~~purposes systems are adequate to identify and mitigate all risks inherent in our various businesses. Our businesses and the markets in which we operate are also continuously evolving. If we fail to fully understand the implications of ~~changes in our business or~~ the ~~financial markets and to adequately or timely enhance the risk framework to address those changes~~Notes, wewill ~~could incur losses. In addition, in a difficult or less liquid market environment, our risk management strategies may not~~ be ~~effective~~based ~~because~~on ~~other market participants may be attempting to use~~ the ~~same~~CME orGroup’s ~~similar~~forward-looking ~~strategies~~SOFR toterm ~~deal~~rates with ~~the~~a ~~challenging~~tenor ~~market conditions. In such circumstances, it may be difficult for us to reduce our risk positions due to the activity~~ of ~~such~~three ~~other market participants~~months.

~~Competition~~FRBNY ~~with~~started ~~other~~publishing ~~financial~~SOFR ~~institutions~~in ~~could~~2018. ~~adversely~~FRBNY ~~affect~~has ~~our~~also ~~profitability~~started publishing historical indicative SOFRs dating back to 2014, although such historical indicative data inherently involves assumptions, estimates and approximations. Similarly, certain historical Three-Month Term SOFR data is available from the CME Group. Investors should not rely on any such historical data, indicative or otherwise, or on any historical changes or trends in SOFR or Three-Month Term SOFR as an indicator of the future performance of SOFR or Three-Month Term SOFR.

WeTerm ~~face~~SOFR ~~substantial competition in originating loans~~ and inSOFR ~~attracting~~may ~~deposits~~be ~~and~~more ~~assets~~volatile tothan ~~manage. The competition in originating loans and attracting assets comes principally from~~ other ~~U.S.,~~benchmark Puerto Rico and foreign banks, investment advisors, broker-dealers, mortgage banking companies, consumer finance companies, credit unions, insurance companies, and other institutional lenders and purchasers of loans. We will encounter greater competition as we expand our operations. Increased competition may require us to increase the rates paid on deposits or ~~lower~~market ~~the~~ rates ~~charged on loans which could adversely affect our profitability~~.

17Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates, and Term SOFR and SOFR over time may bear little or no relation to the historical actual or historical indicative data. In addition, the return on and value of the Notes may fluctuate more than floating rate securities that are linked to less volatile rates.

~~Table~~Changes in Term SOFR and SOFR could adversely affect holders of ~~Contents~~the Notes and the trading prices for the Notes.

~~Index~~Because Term SOFR and SOFR are based on data received from other sources, we have no control over its determination, calculation or publication. There is no assurance that either Term SOFR or SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to ~~Financial~~the ~~Statements~~interests of investors in the Notes. If the manner in which Term SOFR or SOFR are calculated is changed, that change may result in a reduction in the amount of interest that accrues on the Notes during the floating rate period, which may adversely affect the trading prices of the Notes. Further, if the Benchmark rate on the Notes during the floating rate period on any determination date declines to zero or becomes negative, the Benchmark will be deemed to equal zero. In addition, once the Benchmark rate for the Notes for each interest period during the floating rate period is determined by the calculation agent on the determination date, interest on the Notes will accrue based on such Benchmark rate for the applicable interest period and will not be subject to change during such interest period. There is no assurance that changes in Term SOFR or SOFR could not have a material adverse effect on the yield on, value of and market for the Notes.

~~Our~~The ~~ability~~interest torate ~~receive~~for ~~dividends~~the ~~from~~Notes ~~our~~during ~~subsidiaries~~the ~~could~~applicable ~~affect~~floating ~~our~~rate ~~liquidity~~period ~~and~~may ~~ability~~be todetermined ~~pay~~based ~~dividends~~on a rate other than Three-Month Term SOFR.

WeUnder ~~are~~the aterms ~~separate~~of ~~and~~the ~~distinct~~Notes, ~~legal~~the ~~entity~~interest ~~from~~rate ~~our~~on ~~subsidiaries.~~the ~~Dividends~~Notes tofor useach ~~from~~interest ~~our~~period ~~subsidiaries~~during ~~have~~the ~~represented~~applicable afloating ~~major~~rate ~~source~~period ~~of funds~~will ~~for~~be usbased ~~to pay dividends~~ on ~~our~~Three-Month ~~Common~~Term ~~Stock and outstanding preferred stock~~SOFR, ~~make payments on corporate debt securities and meet other obligations and will represent~~ a ~~major~~forward-looking ~~source~~term ofrate ~~funds~~ for ~~the~~a ~~payment~~tenor of ~~dividends~~three onmonths ~~the~~that ~~Preferred~~will ~~Stock. There~~be ~~are~~based ~~various federal law limitations~~ on ~~the extent to which Oriental Bank, our main subsidiary, can finance or otherwise supply funds to us through dividends and loans~~SOFR. ~~These~~Uncertainty ~~limitations~~surrounding ~~include minimum regulatory capital requirements, federal banking law requirements concerning~~ the ~~payment~~adoption ~~of dividends out of net profits or surplus, Sections 23A~~ and ~~23B~~use of ~~the~~forward-looking ~~Federal~~term ~~Reserve~~rates Act of 1913 and Regulation W of the Federal Reserve Board governing transactions between an insured depository institution and its affiliates, as well as general federal regulatory oversight to prevent unsafe or unsound practices.

If our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, our liquidity may be affected and we may not be able to make dividend payments to our holders of Common Stock, Preferred Stock and our other outstanding preferred stock, to make payments on outstanding corporate debt securities or meet other obligations, each of which could have a material adverse impact on our results of operations, financial position or perception of financial health. See “—Risks Related to Our Preferred Stock and this Offering—Our ability to declare dividends on the Preferred Stock may be limited.” 16

InTABLE ~~addition,~~OF ~~our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors.~~ CONTENTS

~~Loans~~based ~~that~~on weSOFR ~~acquired~~could inhave a material adverse effect on the ~~FDIC-assisted~~return ~~acquisition~~on, value of, ~~Eurobank~~and market for the Notes. Use and adoption of Three-Month SOFR or forward-looking term rates based on SOFR may ~~not~~require beupdates ~~covered~~to bysystems and operational processes to facilitate the ~~shared-loss~~calculation ~~agreements if~~and determination thereof. If, at the ~~FDIC~~commencement ~~determines~~of ~~that~~the floating rate period for the Notes, we ~~have~~determine that the use of a forward-looking rate for a tenor of three months based on SOFR is not ~~adequately~~administratively ~~performed~~feasible, then the next-available Benchmark Replacement under ~~these~~the ~~agreements~~benchmark ortransition ifprovisions will be used to determine the ~~shared-loss~~interest ~~agreements~~rate ~~have~~on ~~ended~~the Notes during the applicable floating rate period (unless a Benchmark Transition Event and its related Benchmark Replacement Date occur with respect to that next-available Benchmark Replacement).

~~Although~~Under the ~~FDIC~~ ~~has~~terms ~~agreed~~of tothe ~~reimburse~~Notes, usthe ~~for~~calculation ~~80%~~agent of(which ~~qualifying~~may ~~losses~~be onus) ~~covered~~is ~~loans,~~expressly weauthorized ~~are~~to ~~not~~make ~~protected~~determinations, ~~from~~decisions ~~all~~or ~~losses~~elections ~~resulting from charge-offs~~ with respect to ~~such~~technical, ~~loans.~~administrative ~~Also,~~or ~~the~~operational ~~FDIC~~matters ~~has~~that ~~the~~it ~~right~~decides toare ~~refuse~~appropriate orto ~~delay~~reflect ~~payment~~the ~~for~~use ~~loan~~of ~~and~~Three-Month ~~lease losses~~Term ifSOFR as the ~~shared-loss~~interest ~~agreements~~rate ~~are~~basis ~~not~~for ~~performed~~the byNotes, uswhich inare ~~accordance~~defined ~~with~~in ~~their~~the terms. ~~Additionally,~~of the ~~shared~~Notes as “Three-~~loss~~Month ~~agreements~~Term ~~have~~SOFR ~~limited~~Conventions.” ~~terms,~~Such determination and ~~therefore,~~implementation of any ~~charge~~Three-~~offs~~Month ~~that~~Term weSOFR ~~experience~~Conventions ~~after~~could result in adverse consequences to the ~~terms~~amount of interest that accrues on the ~~shared-loss~~Notes ~~agreements have~~during ~~ended~~the ~~would~~applicable ~~not~~floating berate ~~recoverable~~period, ~~from~~which could adversely affect the ~~FDIC~~return on, value of and market for the Notes.

~~Certain~~Any ~~provisions~~Benchmark ofReplacement ~~the shared-loss agreements entered into with the FDIC~~ may ~~have anti-takeover~~not ~~effects and could limit our ability to engage in certain strategic transactions that our board of directors believes would~~ be in the ~~best~~economic ~~interests~~equivalent of ~~shareholders~~Three-Month Term SOFR.

~~The~~Under ~~FDIC’s~~the ~~agreement~~benchmark totransition ~~bear~~provisions ~~80%~~ of ~~qualifying~~the ~~losses~~Notes, onif ~~single~~the ~~family~~calculation ~~residential~~agent ~~loans~~determines ~~for~~that ~~ten~~a ~~years~~Benchmark Transition Event and ~~commercial~~its ~~loans~~related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, then the floating interest rate on the Notes for ~~five~~each ~~years~~interest isperiod ~~one~~during ofthe ~~our~~floating ~~significant~~rate ~~assets~~period ~~and~~will abe ~~feature~~determined ofusing the ~~FDIC~~next-~~assisted acquisition~~available ~~without~~Benchmark Replacement (which wemay ~~would~~include ~~not~~a ~~have~~related ~~entered~~Benchmark ~~into~~Replacement ~~such transaction~~Adjustment). ~~Our~~However, ~~agreement~~the ~~with~~Benchmark Replacement may not be the ~~FDIC~~economic ~~requires~~equivalent ~~that~~of weThree-Month ~~receive~~Term ~~prior~~SOFR. ~~FDIC~~For ~~consent~~example, ~~which~~Compounded ~~may~~SOFR, bethe ~~withheld~~first-available byBenchmark Replacement, is the ~~FDIC~~compounded inaverage ~~its~~of ~~sole~~the ~~discretion~~daily SOFR calculated in arrears, ~~prior~~while Three-Month Term SOFR is intended to usbe ora ~~our~~forward-looking ~~shareholders~~rate ~~engaging~~with ~~in certain~~a ~~transactions~~tenor of three months. IfIn ~~any~~addition, ~~such~~very ~~transaction~~limited ismarket ~~completed~~precedent ~~without~~exists ~~prior~~for ~~FDIC~~securities ~~consent~~that use Compounded SOFR as the rate basis, and the ~~FDIC~~method ~~would~~for ~~have~~calculating Compounded SOFR in those precedents varies. Further, the ~~right~~ISDA toFallback ~~discontinue~~Rate (as defined under “Description of the ~~loss-sharing~~Notes”), ~~arrangement~~which is another Benchmark Replacement, has not yet been established and may change over time.

~~Among~~The ~~other~~implementation ~~things, prior FDIC consent is required for: (i) a merger or consolidation~~ of usBenchmark ~~with~~Replacement orConforming ~~into~~Changes ~~another~~could ~~company~~adversely ifaffect ~~our~~holders ~~shareholders will own less than 2/3~~ of the combined company and (ii) a sale of shares by one or more of our shareholders that will effect a change in control of Oriental Bank, as determined by the FDIC with reference to the standards set forth in the Change in Bank Control Act of 1978 (generally, the acquisition of between 10% and 25% of our voting securities where the presumption of control is not rebutted, or the acquisition of more than 25% of our voting securities)Notes. Such a sale by shareholders may occur beyond our control. If we or any shareholder desires to enter into any such transaction, there can be no assurances that the FDIC would grant its consent in a timely manner, without conditions, or at all. If one of these transactions were to occur without prior FDIC consent and the FDIC withdrew its loss-share protection, there could be a material adverse impact on us.

~~Loans~~Under ~~that~~the webenchmark ~~acquired~~transition inprovisions of the ~~FDIC~~Notes, if Three-~~assisted~~Month ~~acquisition~~Term SOFR has been discontinued or if a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next-available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be ~~subject~~selected or formulated by: (1) the Relevant Governmental Body (such as the ARRC or FRBNY); (2) the International Swaps and Derivatives Association, Inc. (“ISDA”); or (3) in certain circumstances, the calculation agent, which may be us. In addition, the benchmark transition provisions expressly authorize the calculation agent (which may be us) to ~~impairment~~make certain changes, which are defined in the terms of the Notes as “Benchmark Replacement Conforming Changes,” with respect to, among other things, the determination of interest periods, and the timing and frequency of determining rates and making payments of interest. The application of a Benchmark Replacement and Benchmark Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the amount of interest that accrues on the Notes during any interest period during the floating rate period, which could adversely affect the yield on, value of and market for the Notes. Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to the then-current Benchmark rate that it is replacing, or that any Benchmark Replacement will produce the economic equivalent of the then-current Benchmark rate that it is replacing.

~~Although~~Also, ~~the~~since ~~loan~~SOFR ~~portfolios~~and ~~acquired~~Term bySOFR usare ~~were~~relatively ~~initially~~new ~~accounted~~market ~~for~~indices, atSOFR-linked ~~fair~~debt ~~value,~~securities ~~certain~~may ofnot ~~such~~have ~~loans~~an ~~have~~established ~~become~~trading ~~impaired~~market when issued, and wean ~~have taken~~established ~~$58~~trading market may never develop or may not be very liquid.~~6 million~~ ofMarket ~~provisions~~terms for ~~loan~~debt ~~and~~securities ~~lease~~indexed ~~losses~~to ~~related~~SOFR toor ~~this~~Term ~~portfolio.~~SOFR, ~~There~~such isas nothe ~~assurance~~spread ~~that~~over ~~loans~~the inindex ~~this~~reflected ~~portfolio~~in ~~will~~interest ~~not~~rate ~~become~~provisions, ~~impaired~~may orevolve ~~further~~over ~~impaired~~time, ~~which~~and trading prices of the Notes may ~~result~~be inlower ~~additional~~than ~~provision~~those ~~for~~of ~~loan~~later-issued ~~and~~SOFR-linked ~~lease losses~~debt ~~related~~securities toas ~~these~~a ~~portfolios~~result. ~~The~~Similarly, ~~fluctuations~~if inTerm ~~economic~~SOFR ~~conditions,~~or ~~including~~SOFR ~~those~~does ~~related~~not prove to ~~the~~be ~~Puerto~~widely ~~Rico~~used ~~residential~~in ~~and~~securities ~~commercial~~similar ~~real~~to ~~estate~~the ~~and~~Notes, ~~construction~~the ~~markets,~~trading price of the Notes may be lower than those of debt

18 17

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

~~Index~~securities linked to ~~Financial~~such ~~Statements~~rates that are more widely used. Debt securities indexed to Term SOFR (as the Notes will be) may not be able to be sold at all or may not be able to be sold at prices that will provide a yield comparable to similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.

~~increase~~A ~~the~~change ~~level of provision for credit losses that we make to our loan portfolio and portfolios acquired~~ in the ~~FDIC-assisted~~Benchmark ~~acquisition,~~interest ~~and~~rate ~~consequently,~~may ~~reduce our net income. These fluctuations are not predictable, cannot~~ be ~~controlled,~~treated ~~and~~as ~~may~~a ~~have~~significant amodification ~~material~~of ~~adverse~~the ~~impact~~Notes onfor ~~our~~tax ~~operations~~purposes, ~~and~~which ~~financial~~could ~~condition~~result ~~even~~in iftaxable ~~other~~gain ~~favorable~~or ~~events~~loss ~~occur~~to holders.

WeIf ~~operate~~a interm of the Notes, such as the interest rate, is altered such that the Notes are impacted to a ~~highly~~degree ~~regulated~~that ~~environment~~is ~~and~~economically ~~may~~significant, the Notes will be ~~adversely~~treated ~~affected~~as byexchanged ~~changes~~for inthe modified notes for federal ~~and~~tax ~~local~~purposes. ~~laws~~A ~~and~~deemed ~~regulations~~exchange of the Notes could result in gain or loss to the holders. Thus, if the Benchmark interest rate is replaced with a rate other than the Three-Month Term SOFR, such replacement could adversely affect the holders of the Notes.

~~Our~~We operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or ~~all~~an ofaffiliate our operations. Because our business is highly regulated, the laws, rules and regulations applicable to us are subject to regular modification and change. For example, the Dodd-Frank Wall Street Reform and Consumer Protection Act of ~~2010~~ours ~~(the~~will ~~“Dodd-Frank~~or ~~Act”)~~could ~~has~~have ~~a broad impact on the financial services industry, including significant regulatory and compliance changes, such as: (i) enhanced resolution~~ authority ~~of troubled and failing banks and their holding companies; (ii) enhanced lending limits strengthening the existing limits on a depository institution’s credit exposure~~ to ~~one~~make ~~borrower~~determinations and toelections ~~affiliates;~~that ~~(iii) increased~~could ~~capital~~affect ~~and liquidity requirements; (iv) increased regulatory examination fees; (v) changes to assessments to be paid to~~ the ~~FDIC~~return ~~for federal deposit insurance; (vi) prohibiting bank holding companies~~on, ~~such~~value ~~as us, from including in regulatory Tier 1 capital future issuances~~ of ~~trust preferred securities or other hybrid debt~~ and ~~equity~~market ~~securities; (vii) caps on the interchange fees that banks are able to charge merchants~~ for ~~debit card transactions pursuant to~~ the ~~“Durbin Amendment”; and (viii) numerous other provisions designed to improve supervision and oversight of the financial services industry~~Notes. Additionally, the Dodd-Frank Act established a new framework for systemic risk oversight within the financial system to be distributed among new and existing federal regulatory agencies, including the Financial Stability Oversight Council, the Federal Reserve Board, the Office of the Comptroller of the Currency, and the FDIC. It also creates a new consumer financial protection regulator, the Consumer Financial Protection Bureau (“CFPB”), which assumed most of the consumer financial protection regulatory responsibilities that were exercised by federal banking regulators and other agencies. Further, the Dodd-Frank Act addresses many corporate governance and executive compensation matters that affect most U.S. publicly-traded companies, including us.

~~Certain~~Under ~~recent~~the ~~regulatory~~terms ~~changes~~of ~~under~~ the ~~Dodd-Frank~~Notes, ~~Act~~we may make certain determinations, decisions and ~~otherwise~~elections ~~apply~~with ~~only~~respect to ~~depository~~the ~~institutions~~Benchmark ~~with~~rate ~~more~~on ~~than~~the ~~$10~~Notes ~~billion~~during inthe ~~total~~floating ~~assets~~rate period, including ~~requirements~~, towithout ~~undergo~~limitation, ~~regular~~any ~~“stress~~determination, ~~testing”~~decision ofor ~~capital~~election ~~under~~required ~~hypothetical~~to ~~adverse~~be ~~economic~~made ~~scenarios,~~by ~~“large~~the ~~bank”~~calculation ~~adjustments~~agent tothat ~~assessments~~the ~~paid~~calculation agent fails to ~~the~~make. ~~FDIC~~We ~~for~~will ~~deposit~~make ~~insurance~~any such determination, ~~supervision~~decision ~~and~~or ~~examination~~election byin ~~the~~our ~~CFPB~~sole discretion, and ~~requirements~~any tosuch ~~establish~~determination, adecision ~~risk~~or ~~committee~~election onthat awe ~~company’s~~make ~~board~~could affect the amount of ~~directors.~~interest Inthat ~~addition,~~accrues ~~financial~~on ~~institutions~~the ~~with~~Notes ~~more~~during ~~than~~any ~~$10~~interest ~~billion~~period in ~~assets~~the ~~will~~floating ~~not~~rate beperiod. ~~eligible~~If ~~for~~ the ~~“commercial~~calculation ~~end~~agent ~~user”~~fails, ~~exemption~~when required, to ~~Dodd-Frank’s~~ ~~mandatory~~make ~~clearing~~a ~~requirements~~determination ~~for~~that ~~swaps~~a Benchmark Transition Event and ~~security-based~~its ~~swaps~~related ~~transactions~~Benchmark ~~used~~Replacement Date have occurred, or fails, when required, to ~~hedge~~determine ~~commercial~~the ~~risk.~~Benchmark ~~Although~~Replacement and Benchmark Replacement Adjustment, then we ~~expect~~will tomake ~~have~~those ~~total~~determinations ~~assets~~in ofour ~~less~~sole ~~than~~discretion. ~~$10~~Furthermore, ~~billion~~we ~~after~~or ~~the~~an ~~Closing~~affiliate of ours may serve as calculation agent. We expect to act as the ~~proposed~~initial ~~BBVAPR~~calculation ~~Acquisition~~ agent and, ~~the~~though ~~planned~~we ~~deleveraging~~will ofappoint ~~approximately~~a ~~$1.8~~calculation ~~billion~~agent inprior ~~investment~~to ~~securities~~the ~~and~~commencement ~~related~~of ~~borrowings~~the floating rate period, we may ~~still~~appoint beourselves ~~treated~~or ~~for~~an ~~certain~~affiliate ~~regulatory~~ and ~~supervisory~~we ~~purposes~~cannot asassure anyou ~~institution~~that ~~with~~we ~~more~~will ~~than~~appoint ~~$10~~an ~~billion~~independent inthird-party ~~assets~~calculation ~~based~~agent onat ~~the combined~~any ~~total~~time. ~~assets~~Any exercise of ~~Oriental~~discretion ~~and~~by ~~BBVAPR~~us ~~prior~~under tothe terms of the ~~merger~~Notes, ~~until~~including, ~~such~~without ~~time~~limitation, asany ~~the~~discretion ~~Bank~~exercised (by us or ~~Oriental,~~by an affiliate acting as ~~applicable)~~calculation ~~has~~agent, ~~closed~~could ~~four~~present ~~consecutive~~a ~~quarters~~conflict ~~with~~of ~~$10~~interest. ~~billion~~In ormaking ~~less~~the inrequired ~~total~~determinations, ~~assets.~~decisions Ifand elections, we ~~are~~or ~~not~~an ~~able~~affiliate toof ~~complete~~ours ~~the~~acting ~~deleveraging or~~as wecalculation ~~otherwise~~agent ~~grow~~may to have ~~more~~economic ~~than~~interests ~~$10~~that ~~billion~~are adverse to the interest of ~~assets~~the ~~through~~holders ~~additional~~of ~~acquisitions~~the orNotes, ~~organic~~and ~~growth~~those determinations, ~~our~~decisions ~~costs~~or ofelections ~~doing~~could ~~business~~have ~~would~~a bematerial ~~likely~~adverse toeffect ~~increase~~on ~~permanently~~the asyield aon, ~~result~~value of ~~these~~and ~~requirements~~market for the Notes. ~~See~~All ~~“—We~~determinations, ~~may~~decisions ~~not~~or beelections ~~able to~~by ~~complete~~us, ~~the~~or ~~planned~~by ~~deleveraging~~us ofor ~~our~~an ~~and~~affiliate ~~BBVAPR~~acting ~~Bank’s~~as ~~investment~~calculation ~~securities~~agent, under the terms of the Notes will be conclusive and ~~wholesale~~binding ~~funding~~absent ~~portfolios~~manifest error.”

Given that many of the provisions of the Dodd-Frank Act are being implemented over time and are subject to implementing regulations, the full extent of the impact that such requirements, and other legislative and regulatory developments, will have on our operations is unclear. The ~~changes~~Notes ~~resulting from the Dodd-Frank Act~~ may ~~impact~~be ~~the~~issued ~~profitability~~with oforiginal ~~our~~issue ~~business~~discount ~~activities,~~for ~~require~~U.S. ~~changes~~federal toincome ~~certain~~tax ~~of our business practices, impose upon us more stringent capital, liquidity and leverage ratio requirements or otherwise adversely affect our business~~purposes. ~~In particular, the potential impact of the Dodd-Frank Act on our operations and activities, both currently and prospectively, include, among others:~~

nThe aNotes ~~reduction~~may inbe ~~our~~issued ~~ability~~with original issue discount for U.S. federal income tax purposes. In such case, holders subject to ~~generate~~U.S. federal income taxation, whether on the cash or ~~originate~~accrual ~~revenue-producing~~method ~~assets~~of tax accounting, generally would be required to include any amounts representing original issue discount in gross income (as ordinary income) as the original issue discount accrues on a ~~result~~constant yield to maturity basis, in advance of ~~compliance~~the ~~with~~receipt ~~heightened~~of ~~capital~~cash ~~standards;~~payments to which such income is attributable. See “Material U.S. Federal Income Tax Considerations.”

19The use of the net proceeds from the sale of the Notes will be at the discretion of our management and could change depending on unforeseen events or changes in current business conditions or our circumstances.

~~Table~~While our current intention is to use the net proceeds from this offering for general corporate purposes, as discussed further under “Use of ~~Contents~~Proceeds” below, our management will have broad discretion in the use of the net proceeds from the sale of the Notes. The occurrence of any unforeseen events or change in business conditions could result in the application of the net proceeds of the offering in a manner other than as described in this prospectus.

~~Index to Financial Statements~~18

nTABLE ~~increased~~OF ~~cost of operations due to greater regulatory oversight, supervision and examination of banks and bank holding companies, and higher deposit insurance premiums;~~CONTENTS

nUSE ~~the~~OF ~~limitation~~PROCEEDS ~~on our ability to raise capital through the use of trust preferred securities as these securities will no longer be included as Tier I capital going forward; and~~

nWe estimate that the ~~limitation~~net onproceeds ~~our~~from ~~ability~~this tooffering ~~expand~~will ~~consumer~~be ~~product~~approximately $ , after deducting the underwriting discount and ~~service~~our ~~offerings~~estimated ~~due~~offering expenses. We intend to ~~anticipated~~use ~~stricter~~the ~~consumer~~net ~~protection~~proceeds ~~laws~~from ~~and~~this ~~regulations~~offering for general corporate purposes.

Further, we may be required to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements. Failure to comply with the new requirements may negatively impact our results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors. 19

~~Legislative~~TABLE ~~and~~OF other measures that may be taken by Puerto Rico governmental authorities could materially increase our tax burden or otherwise adversely affect our financial condition, results of operations or cash flows. CONTENTS

WeCAPITALIZATION operate an international banking entity pursuant to the International Banking Center Regulatory Act of Puerto Rico (the “IBE Act”) that provides us with significant tax advantages. The international banking entity has the benefits of exemptions from Puerto Rico income taxes on interest earned on, or gain realized from the sale of, non-Puerto Rico assets, including U.S. government obligations and certain mortgage-backed securities. This exemption has allowed us to have effective tax rates significantly below the maximum statutory tax rates. In the past, the Legislature of Puerto Rico has considered proposals to curb the tax benefits afforded to international banking entities. Recently, a new Puerto Rico law was enacted in this area. Although it did not repeal the IBE Act, the new law does not allow new license applications under the IBE Act to organize and operate an international banking entity. Any newly organized entity (now called an “international financial entity”) must be licensed under the new law and such entity (as opposed to existing international banking entities organized under the IBE Act, including us, which are “grandfathered”) will generally be subject to a 4% Puerto Rico income tax rate. In the event other legislation is passed in Puerto Rico to eliminate or modify the tax exemption enjoyed by international banking entities, the consequences could have a materially adverse impact on us, including increasing the tax burden or otherwise adversely affecting our financial condition, results of operations or cash flows.

~~Changes~~The infollowing ~~accounting~~table ~~standards~~shows ~~issued~~our bycapitalization ~~the~~as ~~Financial~~of ~~Accounting~~December 31, ~~Standards~~2025: ~~Board (“FASB”) or other standard-setting bodies may adversely affect our financial statements.~~

Our financial statements are subject to the application of GAAP, which are periodically revised and/or expanded. Accordingly, from time to time we are required to adopt new or revised accounting standards issued by FASB. Market conditions have prompted accounting standard setters to promulgate new guidance which further interprets or seeks to revise accounting pronouncements related to financial instruments, structures or transactions as well as to issue new standards expanding disclosures. See “Note (1~~—Summary~~) ~~of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report~~ on ~~Form~~an ~~10-K~~actual ~~for~~basis; ~~the fiscal year ended December 31, 2011~~ and incorporated by reference into this prospectus and “Note 1—Basis of Presentation” to our unaudited consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 and incorporated by reference into this prospectus, respectively, for a discussion of any accounting developments that have been issued but not yet implemented. An assessment of proposed standards is not provided as such proposals are subject to change through the exposure process and, therefore, the effects on our financial statements cannot be meaningfully assessed. It is possible that future accounting standards that we are required to adopt could change the current accounting treatment that applies to the consolidated financial statements and that such changes could have a material effect on our financial condition and results of operations.

~~Competition~~(2) on an adjusted basis to give effect to the issuance and sale of the Notes in ~~attracting~~this ~~talented~~offering ~~people~~(after ~~could~~deducting ~~adversely~~the ~~affect~~underwriting ~~our~~discount ~~operations~~and estimated offering expenses).

WeYou ~~depend~~should onread ~~our~~this ~~ability~~table toin ~~attract~~conjunction ~~and~~with ~~retain key personnel and we rely heavily on~~ our ~~management~~consolidated ~~team.~~financial ~~The~~statements, ~~inability~~the torelated ~~recruit~~notes and ~~retain~~other ~~key personnel~~financial orinformation ~~the~~contained ~~unexpected~~in ~~loss of key managers may adversely affect~~ our ~~operations.~~Annual ~~Our~~Report ~~success~~on toForm 10-K ~~date~~for ~~has been influenced strongly by~~ the ~~ability~~fiscal toyear ~~attract~~ended ~~and~~December 31, ~~retain~~2025, ~~senior~~filed ~~management~~on ~~experienced~~February 25, in2026, ~~banking~~as ~~and~~amended, ~~wealth~~which ~~management.~~are ~~Retention~~incorporated ~~of senior~~by ~~managers~~reference ~~and~~in ~~appropriate~~this ~~succession planning will continue to be critical to the successful implementation of our strategies~~prospectus. ~~For~~See ~~a discussion of retention risk with respect to BBVAPR employees following the proposed BBVAPR Acquisition, see~~ “~~—Risks~~Where ~~Related~~You toCan ~~the~~Find ~~Proposed~~More ~~BBVAPR Acquisition—We may not be able to integrate BBVAPR’s assets into our operations~~Information.”


	As of December 31, 2025
(Dollars in thousands)	Actual	As adjusted for this offering
Cash and Cash Equivalents Liabilities and Shareholders’ Equity:	$1,040,335	$
Deposits	$10,262,752	$10,262,752
Securities sold under agreements to repurchase	100,714	100,714
Federal Home Loan Bank advances	456,581	456,581
Long-term debt, net
% Notes offered hereby⁽¹⁾	—
Other liabilities	255,605	255,605
Total liabilities	11,075,652
Shareholders’ Equity:
Common stock, par value $1.00 per share: 100,000,000 shares authorized; 59,885,234 shares issued and 43,257,167 shares outstanding at December 31, 2025	59,885	59,885
Additional paid-in capital	642,973	642,973
Retained earnings	1,093,120	1,093,120
Treasury stock of 16,628,067 shares at December 31, 2025, at cost	(389,067)	(389,067)
Accumulated other comprehensive loss, net of tax	(16,906)	(16,906)
Total shareholders’ equity	1,390,005	1,390,005
Total liabilities and shareholders’ equity	$12,465,657	$
Capital Ratios of the Company
Tier 1 leverage ratio	10.71%	%
Common equity tier 1 risk based capital ratio	13.97%	%
Tier 1 risk based capital ratio	13.97%	%
Total risk based capital ratio	15.24%	%

~~Table~~(1) Represents the aggregate principal amount of ~~Contents~~the Notes, reduced by the underwriting discount ($ million) and our estimated offering expenses ($ million).

~~Index to Financial Statements~~20

~~Reputational~~TABLE ~~risk~~OF ~~and social factors may impact our results.~~ CONTENTS

~~Our~~DESCRIPTION ~~ability~~OF toTHE ~~originate~~NOTES loans and to attract deposits and assets is highly dependent upon the perceptions of consumer, commercial and funding markets of our business practices and our financial health. Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including lending practices, regulatory compliance, inadequate protection of customer information, or sales and marketing, and from actions taken by regulators in response to such conduct. Adverse perceptions regarding us could lead to difficulties in originating loans and generating and maintaining accounts as well as in financing them.

InWe ~~addition,~~will aissue ~~variety~~the ofNotes ~~social~~under ~~factors~~the ~~may~~Base ~~cause~~Indenture, ~~changes~~as insupplemented ~~borrowing~~by ~~activity,~~the ~~including~~First ~~credit~~Supplemental ~~card~~Indenture. ~~use,~~You ~~payment~~may ~~patterns~~request ~~and~~a copy of the ~~rate~~Indenture from us as described under “Incorporation of ~~defaults~~ Certain Documents by ~~account~~Reference.” ~~holders~~We ~~and~~have ~~borrowers.~~summarized Ifthe ~~consumers~~material ~~develop~~terms orof ~~maintain~~the ~~negative~~Indenture ~~attitudes~~and ~~about~~the ~~incurring~~Notes ~~debt~~below, orbut ifthe ~~consumption~~summary ~~trends~~does ~~decline,~~not ~~our~~purport ~~business~~to be complete and ~~financial~~is ~~results~~subject ~~will~~to beand ~~negatively~~qualified ~~affected~~in its entirety by reference to the Indenture and the Notes.

WeYou ~~could~~should ~~incur~~read ~~increased~~the ~~costs~~Indenture orand ~~reductions~~the inNotes ~~revenue~~because orthey, ~~suffer~~and ~~reputational~~not ~~damage~~this indescription, define your rights as holders of the ~~event~~Notes. For purposes of ~~misuse~~this section, references to “OFG,” the “Company,” “we,” “us” and “our” include only OFG and not any of ~~information~~its subsidiaries.

~~Our~~General operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks regarding our customers and their accounts. To provide these products and services, we use information systems and infrastructure that we and third party service providers operate. As a financial institution, we also are subject to and examined for compliance with an array of data protection laws, regulations and guidance, as well as to our own internal privacy and information security policies and programs.

~~Information security~~The ~~risks~~Notes ~~for~~offered ~~financial~~hereby ~~institutions~~will ~~like~~be usissued ~~have~~under ~~generally~~a ~~increased~~subordinated indebt ~~recent years in part because of the proliferation of new technologies~~indenture, ~~the~~dated ~~use~~as of the ~~Internet~~issue ~~and~~date ~~telecommunications~~as ~~technologies~~amended ~~to conduct financial transactions~~ and ~~the~~ ~~increased~~supplemented ~~sophistication~~by ~~and~~a ~~activities~~first ofsupplemental ~~organized crime~~indenture, hackers and other external parties. Our technologies and systems may become the target of cyber-attacks or other attacks that could result in the misuse or destruction of our or our customers’ confidential, proprietary or other information or that could result in disruptions to ~~the~~be ~~business~~dated ~~operations~~as of ~~us or our customers or other third parties. Further~~ , ~~a breach or attack affecting one of our third-party service providers or partners could impact us through no fault of our own. In addition~~2026, ~~because~~between the ~~methods~~Company and ~~techniques~~U.S. ~~employed~~Bank byTrust ~~perpetrators~~Company, ofNational ~~fraud and others to attack systems and applications change frequently and often are not fully recognized or understood until after they have been launched~~Association, weas ~~and our third-party service providers and partners may be unable to anticipate certain attack methods in order to implement effective preventative measures~~trustee.

~~While~~The weNotes ~~have~~will ~~policies~~be ~~and~~our ~~procedures~~general ~~designated~~unsecured, tosubordinated ~~prevent~~obligations orand ~~limit~~will ~~the~~rank ~~effect~~equally with all of ~~the~~our ~~possible~~unsecured, ~~security~~subordinated ~~breach~~obligations offrom ~~our~~time ~~information~~to ~~systems,~~time ifoutstanding. ~~unauthorized~~The ~~persons were~~Notes ~~somehow~~will rank junior to ~~get~~all ~~access~~of toour ~~confidential~~existing orand ~~proprietary~~future ~~information~~Senior inDebt ~~our~~(as ~~possession~~defined orbelow) to ~~our~~the ~~proprietary~~extent ~~information,~~and itin ~~could~~the ~~result~~manner inset ~~significant~~forth ~~legal~~in ~~and~~the ~~financial~~Indenture. ~~exposure~~In addition, ~~damage~~the Notes will be effectively subordinated to all of our ~~reputation~~secured orindebtedness ato ~~loss~~the extent of ~~confidence~~the invalue of the ~~security~~ collateral securing such indebtedness. The Notes will be structurally subordinated to all of ~~our~~the ~~systems~~existing ~~that~~and ~~could~~future ~~adversely~~liabilities ~~affect~~and obligations of our ~~business~~subsidiaries, including the deposit liabilities and claims of other creditors of the Bank. ~~Though~~See we“— ~~have~~Subordination.” ~~insurance~~The ~~against~~Notes ~~some~~will ~~cyber-risks~~not ~~and~~be ~~attacks~~savings accounts, itdeposits ~~may~~or other obligations of any of our subsidiaries and will not be ~~sufficient~~insured toor ~~offset~~guaranteed by the ~~impact~~FDIC or any other governmental agency or instrumentality. The Notes will be obligations of aOFG ~~material~~Bancorp ~~loss~~only ~~event~~and will not be obligations of, and will not be guaranteed by, any of our subsidiaries.

WeThe Notes will ~~likely~~mature beon ~~classified~~April as1, a2036 ~~passive~~(the ~~foreign~~“Maturity ~~investment~~Date”), ~~company~~unless ~~for~~previously Uredeemed or otherwise accelerated.S Holders of the Notes have no right to accelerate the Notes except on certain events of default. ~~federal~~See ~~income~~“—Events ~~tax~~of ~~purposes~~Default.” The Notes are not convertible into, ~~which~~or ~~could~~exchangeable ~~subject~~for, Uequity securities, other securities, or assets or property of the Company or its subsidiaries.S There is no sinking fund for the Notes. ~~investors~~We inintend for the ~~shares~~Notes to qualify (subject to applicable limitations) as Tier 2 capital under applicable capital regulations, guidance, and interpretations of ~~our~~the ~~Preferred~~Federal ~~Stock~~Reserve. We do not intend to ~~adverse~~apply ~~tax~~for ~~consequences, which~~the ~~may~~listing of the Notes on any securities exchange or the quotation of the Notes on any quotation system. The Notes will be ~~significant~~issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.

InBeginning ~~light~~with ofthe ~~our~~interest ~~significant~~payment ~~portfolio~~date of ~~investment~~April ~~securities~~1, we2031, ~~will~~and ~~likely~~on beany ~~classified~~interest aspayment adate ~~PFIC~~thereafter, ~~for~~we ~~U.S. federal~~may, ~~income~~at ~~tax~~our ~~purposes~~option, ~~for~~subject to obtaining the ~~current~~prior ~~taxable~~approval ~~year~~of ~~and,~~the ifFederal Reserve to the ~~BBVAPR~~extent ~~Acquisition~~such approval is ~~not~~then ~~consummated,~~required ~~may~~under bethe arules ~~PFIC~~of inthe ~~subsequent~~Federal ~~taxable~~Reserve ~~years.~~(“Federal ~~PFIC~~Reserve ~~status~~Approval”), isredeem athe ~~factual~~Notes, ~~determination~~in ~~made~~whole ~~annually~~or ~~after~~in ~~the~~part, ~~close~~at ofa ~~each~~price ~~taxable~~equal ~~year~~to on100% of the ~~basis~~ principal amount of the ~~composition~~Notes ofto ~~our~~be ~~income~~redeemed plus any accrued and ~~the~~unpaid ~~value~~interest ofto, ~~our~~but ~~active~~excluding, ~~versus~~the ~~passive~~redemption ~~assets~~date. The ~~overall~~Notes ~~level~~may ofnot ~~our~~be ~~passive~~redeemed ~~assets~~by ~~will~~us beprior ~~significantly~~to ~~affected~~April by1, ~~changes~~2031, inexcept ~~the~~that ~~amount~~we ofmay, at our ~~cash~~option, ~~cash~~subject ~~equivalents~~to ~~and~~Federal ~~securities~~Reserve ~~held for investment~~Approval, ~~each~~redeem ofthe ~~which~~Notes ~~may~~in bewhole, ~~classified~~but asnot ~~passive~~in ~~assets~~part, ~~under~~prior ~~the~~to ~~PFIC~~maturity, ~~rules.~~including Ifprior ~~we were~~ to beApril or1, ~~become~~2031, ~~classified~~upon asthe aoccurrence ~~PFIC,~~of a ~~U.S.~~“Tax ~~Holder~~Event” ~~that~~or ~~does~~a ~~not~~“Tier ~~make~~2 aCapital ~~“mark-to-market~~Event” ~~election~~(as ~~may~~such ~~incur~~terms ~~significantly~~are ~~increased~~defined ~~U.S.~~in ~~income tax~~the onIndenture) ~~gain~~or ~~recognized~~if onwe ~~the~~are ~~sale~~required orto ~~other~~register ~~disposition~~as ofan ~~Preferred~~investment ~~Stock~~company ~~and~~pursuant onto the ~~receipt~~1940 ofAct, ~~distributions~~in oneach ~~the~~case, ~~Preferred~~at ~~Stock~~a price equal to 100% of the ~~extent~~principal ~~such~~amount ~~gain~~of orthe ~~distribution~~Notes isto ~~treated~~be asredeemed anplus ~~“excess~~any ~~distribution”~~accrued ~~under~~and unpaid interest to, but excluding, the Uredemption date.S. ~~federal income~~Any ~~tax~~partial ~~rules.~~redemption ~~See~~will ~~“Certain~~be ~~U.S.~~made ~~Federal~~in ~~Income~~accordance ~~Tax~~with ~~Considerations—Passive~~the ~~Foreign~~applicable ~~Investment~~procedures of The Depository Trust Company ~~Rules~~(with its successors, “DTC”). See “— Redemption.”

21Further Issues

~~Table~~The Indenture does not limit the amount of ~~Contents~~Notes that we may issue from time to time in one or more series. The Indenture permits us to increase the principal amount of the Notes by issuing additional Notes on the same terms and conditions as the Notes (except for any differences in the issue price and interest accrued prior to the date of issuance of the additional Notes), and with the same CUSIP number as the Notes, provided that the additional Notes are fungible with the Notes for United States federal income tax purposes. The Notes and any additional Notes issued by the Company will rank equally and ratably and shall be treated as a single series of securities for all purposes under the First Supplemental Indenture.

~~Index to Financial Statements~~21

~~Investors~~TABLE ~~are~~OF urged to consult their tax advisors concerning the U.S. federal income tax consequences of acquiring, holding, and disposing of our Preferred Stock if we are classified as a PFIC, including the possibility of making a “mark-to-market” election. CONTENTS

~~Risks~~Interest ~~Related to the Proposed BBVAPR Acquisition~~

~~BBVAPR~~From isand ~~subject~~including the date of original issuance to, ~~similar~~but ~~business~~excluding, ~~risks~~April ~~that~~1, we2031 ~~face~~or the date of earlier redemption (the “fixed rate period”), the Notes will bear interest at a rate of % per annum, payable semi-annually in arrears on April 1 and October 1 of each year (each, a “fixed rate interest payment date”), commencing on October 1, 2026. The last fixed rate interest payment date for the fixed rate period will be April 1, 2031.

~~BBVAPR~~From ~~concentrates~~and ~~its~~including ~~business~~April ~~activities~~1, in2031 to, but excluding, the ~~geographic~~Maturity ~~area~~Date or the date of earlier redemption (the “floating rate period”), ~~operates~~the ~~its~~Notes ~~business~~will ~~and~~bear ~~offers~~interest ~~financial~~at ~~products~~a ~~that~~floating ~~are~~rate ~~similar~~per annum equal to ~~ours,~~the ~~and~~Benchmark ~~therefore,~~rate ~~BBVAPR~~(which is ~~affected~~expected byto ~~many~~be Three-Month Term SOFR) plus a spread of basis points. For each quarterly interest period during the ~~same~~floating ~~macroeconomic conditions~~rate period, interest will be payable quarterly in ~~Puerto~~arrears ~~Rico~~on ~~and~~January ~~similar~~1, ~~risks~~April ~~that~~1, weJuly ~~face~~1 inand ~~our~~October ~~business~~1 ~~operations.~~of ~~See~~each year (each, a “~~—Risks~~floating ~~Related~~rate tointerest ~~Our~~payment ~~Business~~date” ~~for~~and, atogether ~~discussion~~with ofthe ~~risks~~fixed ~~that~~rate weinterest ~~face~~payment dates, the “interest payment dates”), commencing on July 1, 2031. Notwithstanding the foregoing, if the Benchmark rate is less than zero, the Benchmark rate shall be deemed to be zero.

WeFor ~~may~~the ~~not~~purpose ~~receive~~of calculating the ~~necessary~~interest ~~regulatory~~on ~~approvals~~the Notes for each interest period during the floating rate period when the Benchmark is Three-Month Term SOFR, “Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any interest period, as determined by the calculation agent after giving effect to ~~consummate~~the Three-Month Term SOFR Conventions. We will act as the ~~BBVAPR~~initial ~~Acquisition~~calculation agent. All percentages used in or resulting from any calculation of Three-Month Term SOFR will be rounded, if necessary, to the nearest one-hundred-thousandth of a percentage point, with 0.000005% rounded up to 0.00001%.

The ~~consummation~~ offollowing ~~the~~definitions ~~proposed~~apply ~~BBVAPR Acquisition is subject~~ to the ~~receipt~~foregoing ofdefinition ~~all necessary regulatory approvals, including those~~ of ~~federal~~Three-Month ~~and~~Term ~~Puerto~~SOFR: ~~Rico~~“Benchmark” ~~bank~~means, ~~regulators. In determining whether to approve a proposed acquisition~~initially, ~~federal~~Three-Month ~~bank regulators~~Term ~~will~~SOFR; ~~consider,~~provided ~~among~~that ~~other~~if ~~factors,~~ the ~~effect~~calculation ofagent ~~the~~determines ~~acquisition~~ on ~~competition,~~or ~~our~~prior financial condition and future prospects, and the financial stability of the United States. The regulators also review current and projected capital ratios and levels, the competence, experience, and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to ~~be served (including~~ the ~~acquiring~~Reference ~~institution’s~~Time record of compliance under the Community Reinvestment Act of 1977) and the effectiveness of the acquiring institution in combating money laundering activities. Such regulatory approvals may not be granted at all or may be granted only on terms that ~~are so materially burdensome that they would prevent completion of the proposed transaction pursuant to the BBVAPR Acquisition Agreement. We may also be required to sell branches as~~ a ~~condition~~Benchmark toTransition ~~receiving~~Event ~~regulatory approval~~ and ~~that~~its ~~may~~related ~~reduce~~Benchmark ~~the benefit~~Replacement ofDate ~~the~~have ~~acquisition~~occurred ~~and~~with berespect ~~subject~~ to ~~our ability to find third~~Three-~~party~~Month ~~purchasers~~Term ~~for~~SOFR ~~the divestitures of such branches on satisfactory terms and conditions. There can be no assurance as to when~~ or ~~whether~~the ~~these~~then-current ~~regulatory~~Benchmark, ~~approvals~~then ~~will~~“Benchmark” ~~be received~~means or the ~~conditions~~applicable ~~associated~~Benchmark ~~with any approval~~Replacement.

We“FRBNY’s ~~may~~Website” ~~not~~means bethe ~~able~~website toof ~~realize~~the FRBNY at http://www.newyorkfed.org, or any successor source. The foregoing Internet website is an inactive textual reference only, meaning that the ~~anticipated~~information ~~benefits~~contained ofon the ~~BBVAPR~~website ~~Acquisition~~is not part of this prospectus or incorporated by reference herein.

~~Our~~“Reference ~~future~~Time” ~~growth~~with ~~and~~respect ~~profitability~~to ~~depend,~~any indetermination ~~part,~~of on the ~~ability~~Benchmark tomeans ~~successfully~~(1) ~~manage~~if the ~~combined~~Benchmark ~~operations.~~is ~~The~~Three-Month ~~success~~Term ofSOFR, ~~our~~the ~~proposed BBVAPR~~date ~~Acquisition~~that ~~will~~is ~~depend~~two ~~on,~~U.S. ~~among~~Government ~~other~~Securities ~~things,~~Business ~~our~~Days ~~ability~~prior to ~~assess~~ the ~~quality~~start of ~~assets acquired, to realize anticipated cost savings and to integrate~~ the ~~acquired~~relevant ~~companies~~floating inrate ainterest ~~manner~~period, ~~that~~or ~~permits~~such ~~growth~~other ~~opportunities~~time ~~and~~determined ~~does~~by ~~not materially~~the ~~disrupt~~calculation ~~our~~agent orafter ~~BBVAPR’s~~giving ~~existing~~effect ~~customer~~to ~~relationships~~the orThree-Month ~~result~~Term inSOFR ~~decreased~~Conventions, ~~revenues~~and ~~resulting~~(2) ~~from~~if ~~any~~the ~~loss~~Benchmark ofis ~~customers. If we are~~ not ~~able~~Three-Month toTerm ~~successfully achieve these objectives~~SOFR, the ~~anticipated~~time ~~benefits~~determined ofby the ~~BBVAPR Acquisition~~calculation ~~may~~agent ~~not~~after begiving ~~realized~~effect ~~fully~~to orthe atBenchmark ~~all~~Replacement orConforming ~~may take longer to realize than expected~~Changes.

~~Loans~~“Relevant ~~that~~Governmental weBody” ~~will~~means ~~acquire~~the inFederal Reserve and/or the ~~BBVAPR~~FRBNY, ~~Acquisition may~~or bea ~~subject~~committee toofficially ~~greater~~endorsed ~~than~~or ~~anticipated~~convened ~~impairment~~by the Federal Reserve and/or the FRBNY or any successor thereto.

We“SOFR” ~~will~~means ~~make~~the ~~fair~~secured ~~value~~overnight ~~estimates~~financing ofrate ~~certain~~published ~~assets~~by ~~and~~the ~~liabilities~~FRBNY, inas ~~recording~~ the ~~BBVAPR~~ ~~Acquisition.~~administrator ~~Actual values~~ of ~~these~~the ~~assets~~Benchmark ~~and~~(or ~~liabilities~~a ~~could~~successor ~~differ from our estimates~~administrator), ~~which~~on ~~could result in us not achieving~~ the ~~anticipated benefits of the BBVAPR Acquisition. In addition, BBVAPR~~FRBNY’s ~~loan scoring system may be different than ours, and as we evaluate their loan portfolio using our systems, we may have to make additional adjustments~~Website.

~~Given~~“Term ~~the~~SOFR” ~~economic conditions~~means ~~in Puerto Rico, we may continue to experience increased credit costs or need to take greater than anticipated markdowns and make greater than anticipated provisions to increase~~ the ~~allowances~~forward-looking ~~for~~term ~~loan~~rate ~~losses~~based on ~~the~~SOFR ~~loans acquired~~ that ~~could~~ ~~adversely~~has ~~affect~~been ~~our~~selected ~~financial~~or ~~condition~~recommended ~~and~~by ~~results~~the ofRelevant ~~operations~~Governmental ~~in the future~~Body.

We“Term ~~may~~SOFR ~~not~~Administrator” bemeans ~~able~~CME toGroup ~~complete~~Benchmark ~~the~~Administration ~~planned~~Limited ~~deleveraging~~(CBA) (or a successor administrator of ~~our~~ ~~and~~Three-Month ~~BBVAPR~~Term ~~Bank’s~~SOFR ~~investment~~selected ~~securities~~by ~~and~~the ~~wholesale~~calculation ~~funding~~agent ~~portfolios~~in its reasonable discretion).

In“Three-Month ~~connection~~Term ~~with~~SOFR ~~the~~Conventions” ~~BBVAPR~~means ~~Acquisition~~any wedetermination, ~~plan~~decision toor ~~dispose of~~election ~~approximately~~with ~~$1.8~~respect ~~billion~~to ofany ~~our~~technical, ~~and~~administrative ~~BBVAPR~~or ~~Bank’s~~operational ~~investment~~matter ~~securities~~(including ~~portfolio~~with ~~and~~respect ~~pay~~to the ~~corresponding~~manner ~~wholesale~~and ~~funding~~timing of the ~~portfolio~~publication toof ~~further~~Three-Month ~~shift~~Term ~~our~~SOFR, ~~funding~~or ~~base~~changes ~~from~~to ~~investment~~the ~~securities~~definition of “interest period,” timing and ~~wholesale~~frequency ~~funding~~of determining Three-Month Term SOFR with respect to ~~higher yielding~~each ~~assets,~~interest ~~reduce~~period ~~our~~and making payments of interest, ~~rate~~rounding ~~sensitivity~~of amounts or tenors, and ~~improve~~other ~~our~~administrative ~~regulatory~~matters) ~~capital~~that ~~ratios.~~the ~~The~~calculation ~~completion~~agent decides may be appropriate to reflect the use of Three-Month Term SOFR as the ~~deleveraging~~Benchmark ~~transactions~~in ~~could~~a bemanner ~~delayed~~substantially consistent with market practice (or, weif ~~may~~the ~~not~~calculation beagent ~~able~~decides tothat ~~complete~~adoption ~~the~~of ~~deleveraging~~any onportion ~~terms~~of ~~satisfactory~~such tomarket uspractice is not administratively feasible or ~~at all.~~if Ifthe wecalculation ~~are~~agent ~~unable~~determines tothat ~~complete~~no market practice for the ~~deleveraging~~use inof aThree-Month ~~timely~~Term ~~manner~~SOFR exists, wein ~~may~~such beother ~~permanently~~manner ~~subject~~as tothe ~~additional~~calculation ~~regulatory~~agent ~~requirements~~determines is reasonably necessary).

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

~~Index~~“U.S. toGovernment Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial ~~Statements~~Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

~~(see~~The terms “~~—We~~Benchmark ~~operate~~Replacement,” in“Benchmark aReplacement ~~highly~~Conforming ~~regulated~~Changes,” ~~environment~~“Benchmark ~~and~~Replacement ~~may~~Date,” be“Benchmark ~~adversely~~Transition ~~affected~~Event” ~~by changes in federal~~ and ~~local~~“Corresponding ~~laws~~Tenor” ~~and~~have regulations) and may be required to raise additional capital. We expect to incur a one-time charge to income before income taxes of approximately $10 million (or $ million after giving effect to income taxes) as well as a reduction to pre-tax income of approximately $6.2 million in 2013 and approximately $4.0 million in 2014 (or $ million and $ million, respectively, after giving effect to income taxes) in connection with the ~~deleveraging;~~meanings ~~however,~~set weforth ~~could~~below ~~incur~~under ~~larger than expected losses based on market conditions at~~ the ~~time~~heading we“— ~~complete~~Effect ~~the~~of ~~deleveraging~~Benchmark ~~and~~Transition ~~those losses could be material~~Event.”

WeNotwithstanding ~~may~~the ~~not~~foregoing beparagraphs ~~able~~related to ~~integrate~~the ~~BBVAPR’s~~determination ~~business~~of ~~into~~interest, ~~our~~if ~~operations~~the calculation agent determines on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred with respect to Three-Month Term SOFR, then the provisions set forth below under the heading “— Effect of Benchmark Transition Event,” which we refer to as the “benchmark transition provisions,” will thereafter apply to all determinations of the interest rate on the Notes for each interest period during the floating rate period. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate on the Notes for each interest period during the floating rate period will be an annual rate equal to the Benchmark Replacement plus basis points.

~~The~~Absent ~~successful~~manifest ~~integration of~~error, ~~BBVAPR~~the calculation agent’s ~~banking~~determination ~~operations~~of ~~and~~the ~~our~~interest ~~future~~rate ~~growth~~for ~~and~~an ~~profitability~~interest ~~depend~~period infor ~~part on our ability to successfully manage~~ the ~~combined~~Notes ~~operations.~~will ~~Integration of an acquired business can~~ be ~~complex~~binding and ~~costly,~~conclusive ~~sometimes~~on ~~including combining relevant accounting and data processing systems and management controls and policies~~you, asthe ~~well~~trustee ~~as managing relevant relationships with employees, clients, suppliers~~ and ~~other business partners~~us. ~~Integration~~The ~~efforts~~calculation ~~could~~agent’s ~~divert~~determination ~~management attention and resources, which could adversely affect our operations or results. The loss~~ of ~~key~~any ~~employees~~interest ~~in connection with this acquisition could adversely affect our ability to successfully conduct the combined operations. In connection with the BBVAPR Acquisition~~rate, ~~BBVAPR~~and ~~has~~its ~~offered~~calculation ~~bonuses to certain~~ of ~~its~~interest ~~executives~~payments iffor ~~they~~any ~~remain with BBVAPR through the Closing. However~~period, ~~there~~will ~~can~~ be nomaintained ~~assurance~~on ~~that~~file ~~any of these executives will choose to continue working~~ at the ~~combined~~calculation ~~business~~agent’s ~~following the~~principal ~~completion of the BBVAPR Acquisition~~offices, ~~or if they do, that we~~ will be ~~able~~made available to ~~successfully integrate~~ any holder of ~~these~~the ~~executives~~Notes asupon ~~part~~request ofand ~~our~~will ~~management~~be ~~team~~provided into the ~~combined business~~trustee.

~~The~~Interest ~~BBVAPR~~shall ~~Acquisition~~be ~~may~~calculated ~~also~~on ~~result~~the inbasis ~~business~~of ~~disruptions~~a ~~that~~360-day ~~cause~~year usconsisting toof ~~lose~~twelve ~~customers~~30-day ormonths ~~cause~~during ~~customers~~the tofixed ~~move~~rate ~~their~~period ~~accounts~~and oron ~~business~~the tobasis ~~competing~~of ~~financial~~a ~~institutions.~~360-day Ityear isand ~~possible that~~ the ~~integration~~ ~~process~~actual ~~related~~number toof ~~the~~days ~~proposed~~elapsed ~~acquisition~~during ~~could~~the ~~disrupt~~floating ~~our~~rate ~~ongoing~~period. ~~business~~Dollar oramounts ~~result~~resulting infrom ~~inconsistencies in customer service~~ that ~~could~~calculation ~~adversely~~will ~~affect~~be ~~our~~rounded ~~ability~~ to ~~maintain~~the ~~relationships~~nearest ~~with clients~~cent, ~~customers,~~with ~~depositors~~one-half ~~and employees.~~cent ~~Our~~being ~~inability~~rounded ~~to overcome these risks could have a material adverse effect on our business or financial condition, results of operations and future prospects~~upward. ~~There is no assurance that our integration efforts will not result in other unanticipated costs.~~

WeInterest ~~may~~on the Notes, subject to certain exceptions, will accrue during the applicable interest period. When we use the term “interest period,” we mean the period from and including the immediately preceding interest payment date in respect of which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from and including the date of issuance of the Notes to, but excluding, the applicable interest payment date or the Maturity Date or date of earlier redemption, if applicable. If a fixed rate interest payment date or the Maturity Date falls on a day that is not a business day, then the interest payment or the payment of principal and interest at maturity will be ~~able~~paid toon ~~agree~~the ~~with~~next ~~BBVA~~succeeding business day, but the payments made on such dates will be treated as being made on the date that the payment was first due and the holders of the Notes will not be entitled to any further interest or other payments. If a ~~transition~~floating ~~services~~rate ~~agreement~~interest payment date falls on a day that is not a business day, then such floating rate interest payment date will ~~provide~~be uspostponed ~~with~~to ~~sufficient~~the ~~services~~next succeeding business day unless such day falls in the next succeeding calendar month, in which case such floating rate interest payment date will be accelerated to ~~facilitate~~ the ~~integration~~immediately ofpreceding business day, and, in each such case, the ~~BBVAPR~~amounts ~~Acquisition~~payable on such business day will include interest accrued to, but excluding, such business day.

AtInterest ~~Closing~~on each Note will be payable to the person in whose name such Note is registered on the fifteenth calendar day immediately preceding the applicable interest payment date, ~~BBVA~~whether ~~and~~or ~~Oriental~~not ~~will~~such ~~enter~~day ~~into~~is a ~~transition~~business ~~services~~day. ~~agreement~~Any ~~pursuant~~interest to which ~~BBVA~~is ~~will~~payable, ~~provide~~but usis ~~with~~not ~~certain~~punctually ~~services~~paid toor ~~assist~~duly usprovided ~~with~~for, ~~the~~on ~~day-~~any interest payment date shall cease to~~-day~~ ~~operations~~be ofpayable to the ~~acquired~~holder ~~companies~~on ~~and~~the ~~their~~relevant ~~transition~~record todate ~~our~~by ~~infrastructure~~virtue of having been a holder on such date, and such defaulted interest may be paid by us to ~~provide~~the ~~data~~person ~~for~~in whose name the ~~integration~~Notes ofare ~~information,~~registered ~~for~~at athe ~~period~~close of upbusiness toon ~~12 months.~~a ~~Negotiations~~special ~~relating~~record todate for the ~~transition~~payment ~~services~~of ~~agreement~~defaulted ~~are~~interest, or in ~~their~~any ~~preliminary~~other ~~stages,~~lawful ~~and~~manner ~~there~~not ~~can~~inconsistent with the requirements of any securities exchange on which the Notes may be nolisted. ~~assurance~~However, interest that is paid on the ~~services~~Maturity ~~that~~Date ~~BBVA~~will ~~agrees~~be paid to ~~provide~~the person to uswhom the principal will be ~~sufficient,~~payable. Interest will be payable by wire transfer in ~~scope~~immediately available funds in U.S. dollars at the office of the principal paying agent or, ~~duration~~at our option in the event the Notes are not represented by global notes, toby ~~ensure~~check mailed to the ~~successful integration~~address of ~~BBVAPR~~the person specified for payment in the preceding sentences.

If the ~~BBVAPR~~then-current ~~Acquisition~~Benchmark is ~~completed~~Three-Month Term SOFR, wethe calculation agent will ~~incur~~have ~~significant~~the ~~transaction~~right to establish the Three-Month Term SOFR Conventions, and ~~acquisition~~if any of the foregoing provisions concerning the calculation of the interest rate and interest payments during the floating rate period are inconsistent with any of the Three-~~related~~Month ~~costs.~~ Term SOFR Conventions determined by the calculation agent, then the relevant Three-Month Term SOFR Conventions

If the BBVAPR Acquisition is completed, we expect to incur certain one-time restructuring charges of approximately $40 million in connection with the transaction. The substantial majority of non-recurring expenses resulting from the BBVAPR Acquisition will be comprised of transaction costs related to the BBVAPR Acquisition and financing arrangements and employment-related costs. We also will incur transaction fees and costs related to formulating and implementing integration plans. We continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the business integration of the two groups of companies. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies or synergies related to the integration of the businesses should allow us to offset incremental transaction and acquisition-related costs over time, this net benefit may not be achieved in the near term, or at all. 23

WeTABLE ~~may~~OF ~~fail to consummate the BBVAPR Acquisition, which may subject us to penalties.~~ CONTENTS

~~While~~will weapply. ~~intend and expect to meet all of the conditions required to consummate the BBVAPR Acquisition~~Furthermore, ~~our~~if ~~ability to consummate~~ the ~~BBVAPR~~calculation ~~Acquisition~~agent isdetermines ~~subject to certain events~~ that ~~are~~a ~~beyond~~Benchmark ~~our~~Transition ~~control.~~Event ~~These~~and ~~events~~its ~~include~~related ~~our~~Benchmark ~~raising~~Replacement ~~the~~Date ~~necessary~~have ~~additional~~occurred ~~funds~~with respect to ~~finance~~Three-Month ~~the~~Term ~~BBVAPR~~SOFR ~~Acquisition~~at ~~(including~~any ~~our~~time ~~ability~~when ~~to consummate~~any ~~this~~of ~~offering or~~ the ~~separate~~Notes ~~offering~~are ofoutstanding, ~~Common~~then ~~Stock~~the ~~that~~foregoing weprovisions ~~expect~~concerning ~~to close on ) and~~ the ~~receipt~~calculation of ~~regulatory approvals from~~ the ~~FDIC,~~interest ~~the~~rate ~~Federal Reserve Board, FINRA~~ and ~~the~~interest ~~OCFI~~payments ~~(the~~during ~~“Approvals”). On October 10, 2012,~~ the ~~OCFI~~floating ~~approved~~rate ~~Oriental’s~~period ~~acquisition~~will ofbe ~~BBVAPR~~modified ~~Bank~~in ~~and~~accordance with the ~~merger~~benchmark oftransition ~~BBVAPR~~provisions. ~~Bank with~~

23“Business day” means (i) each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are authorized or obligated by law or executive order to close or (ii) a day on which the corporate trust office of the trustee is not closed for business; provided, that, when used in connection with an amount that bears interest at a rate based on SOFR or Term SOFR or any direct or indirect calculation or determination of SOFR or Term SOFR, the term “business day” means any such day that is also a U.S. Government Securities Business Day.

~~Table~~Ranking ~~of Contents~~

~~Index~~The toNotes ~~Financial~~are ~~Statements~~our general unsecured, subordinated obligations and are:

~~and~~• ~~into~~junior ~~Oriental~~in ~~Bank,~~right ~~with~~of ~~Oriental~~payment ~~Bank as the surviving entity. See “—We may not receive the necessary regulatory approvals~~ to ~~consummate~~any ~~the~~of ~~BBVAPR~~our ~~Acquisition”~~existing ~~for~~and ~~factors that~~future ~~the~~Senior ~~federal bank regulators may consider in granting the Approvals.~~ Debt;

~~Under~~• ~~the~~junior ~~BBVAPR~~in ~~Acquisition~~right ~~Agreement, we may be subject to a termination fee~~ of ~~$25~~payment million if the Closing does not occur before one year after execution of the BBVAPR Acquisition Agreement (or before 15 months after execution of the BBVAPR Acquisition Agreement in certain circumstances), the BBVAPR Acquisition Agreement is terminated, and ~~the~~upon ~~failure to close within one year (or such later date) is due to~~ our ~~inability~~liquidation to raise the specified additional funds or to obtain the Approvals or any other reason other than certain breaches by BBVA, subject to certain conditions. In addition, BBVA could seek damages in excess of $25 million if BBVA terminates the BBVAPR Acquisition Agreement due to our ~~failure~~current ~~to satisfy the funding requirement or if our willful~~ and ~~knowing~~future ~~breach~~general of the BBVAPR Acquisition Agreement is the proximate cause of the Closing not having been consummated, and BBVA suffers losses as a result in excess of the $25 million termination fee. If BBVA decides to terminate the BBVAPR Acquisition Agreement and collect the termination fee, such additional damages would be limited to BBVA’s losses in excess of the termination fee, and could not exceed an additional $25 million. Such limit would not apply if BBVA does not elect to terminate the BBVAPR Acquisition Agreement and collect the termination fee. creditors;

~~Risks~~• ~~Related~~equal toin ~~Our~~right ~~Preferred~~of ~~Stock~~payment with any of our existing and ~~this~~future ~~Offering~~subordinated indebtedness;

If• weeffectively ~~fail~~subordinated to ~~consummate~~all ~~the~~of ~~BBVAPR~~our ~~Acquisition,~~secured weindebtedness ~~will be obligated~~ to ~~redeem~~ the ~~Preferred~~extent ~~Stock,~~of ~~subject~~the tovalue ~~receipt~~ of ~~regulatory~~the ~~approval,~~collateral ifsecuring ~~required,~~such ~~and~~indebtedness; ~~investors may not receive a market rate of return on their investment.~~ and

~~While~~• westructurally ~~intend~~subordinated to ~~use~~any ~~the~~existing ~~proceeds~~and offuture ~~this~~liabilities ~~offering~~and toobligations ~~fund part~~ of ~~the~~our ~~purchase price of the BBVAPR Acquisition~~subsidiaries, ~~this~~ ~~offering~~including ~~is not contingent on~~ the ~~BBVAPR~~deposit ~~Acquisition.~~liabilities ~~If we fail to consummate the BBVAPR Acquisition, we will be obligated to redeem the Preferred Stock at a redemption price equal to 101% of the liquidation preference of the Preferred Stock~~ and ~~accrued~~claims ~~and unpaid dividends for the dividend period in which the redemption occurs (whether or not declared). Any such redemption is subject to the receipt~~ of ~~any~~other ~~necessary~~creditors regulatory approvals under applicable regulation, and there is no assurance that we will be able to obtain such regulatory approvals, if required, and redeem the Preferred Stock, and even if we redeem the Preferred Stock, investors may not receive a market rate of ~~return on their investment. If we fail to obtain~~ the ~~necessary regulatory approvals to redeem the Preferred Stock, our obligation to redeem the Preferred Stock will cease and the Preferred Stock will be a perpetual security~~Bank.

IfSubordination ~~we consummate the BBVAPR Acquisition, investors should not expect us to redeem the Preferred Stock on the date it becomes redeemable or on any particular date afterwards.~~

The ~~Preferred~~Notes ~~Stock~~are isjunior ~~a perpetual equity security. If we consummate the BBVAPR Acquisition, we may redeem the Preferred Stock either~~ in ~~whole~~right orof inpayment ~~part, from time~~ to ~~time,~~the onprior ~~any dividend~~ payment ~~date on or after or~~ in ~~whole,~~full ~~but not in part, within 90 days upon the occurrence~~ of ~~certain~~all ~~changes~~our ~~related~~Senior toDebt. ~~the~~This ~~regulatory~~means ~~capital treatment of the Preferred Stock~~that, ~~as described below~~ under ~~“Description~~certain ofcircumstances ~~the~~where ~~Series~~we Dmay ~~Preferred~~not ~~Stock—Redemption—Optional~~be ~~redemption.”~~making ~~Any~~payments ~~decision~~on weall ~~may~~of ~~make~~our todebt ~~redeem~~obligations ~~the~~as ~~Preferred~~they ~~Stock~~become ~~will depend upon~~due, ~~among~~the ~~other~~holders ~~things, our~~of ~~evaluation~~all of our ~~capital~~Senior ~~position,~~Debt ~~including~~will ~~for~~be ~~bank~~entitled ~~capital~~to ~~ratio~~receive ~~purposes,~~payment ~~the~~in ~~composition~~full of ~~our~~all ~~shareholders’~~amounts ~~equity~~that ~~and~~are ~~general~~due ~~market~~or ~~conditions~~will atbecome ~~that~~due ~~time.~~on Intheir ~~addition,~~debt ~~any~~securities ~~such~~before ~~redemption~~the holders of the ~~Preferred~~Notes ~~Stock~~will ~~would~~ be ~~subject~~ entitled to ~~receipt~~receive ofany ~~prior~~amounts ~~approval~~under of the ~~Federal~~Notes. ~~Reserve~~These ~~Board~~circumstances ~~(or~~include ~~any~~when ~~successor~~we ~~appropriate~~make ~~federal~~a ~~banking~~payment ~~agency) if then required under capital guidelines~~ or ~~other~~distribute ~~regulations~~assets ~~applicable~~ to ~~us.~~creditors ~~There~~upon isour noliquidation ~~assurance~~or ~~that~~dissolution weor ~~will~~in bea ~~able~~bankruptcy, toreorganization, ~~obtain such~~insolvency, ~~regulatory~~receivership ~~approval,~~or ifsimilar ~~required,~~proceeding ~~and~~related ~~redeem~~to the ~~Preferred~~Company ~~Stock~~or its property.

AnThese ~~active~~subordination ~~trading~~provisions ~~market~~mean that if we are insolvent, a direct holder of a specific amount of our Senior Debt may ultimately receive more of our assets than a direct holder of the ~~Preferred~~same ~~Stock~~amount of Notes, and our creditor that is owed a specific amount may ultimately receive more of our assets than a direct holder of the same amount of Notes. The Indenture does not ~~develop~~limit our ability to incur Senior Debt or general obligations, including indebtedness ranking equally with the Notes or secured debt.

~~The~~Holders ~~shares~~ of ~~Preferred Stock are a new issue of securities with no established trading market. Although we plan to apply to list~~ the ~~shares~~Notes ~~on the NYSE, there is no guarantee that we will be able to list the shares. Even if the shares are listed, there~~ may benot ~~little~~accelerate ~~or no secondary market for~~ the ~~shares.~~maturity ~~Even if an active trading market develops, the Preferred Stock could trade at prices that may be lower than the price at which the shares~~ of ~~Preferred Stock were purchased, depending on many factors, including prevailing interest rates and~~ the ~~market for similar securities~~Notes, ~~general~~except ~~economic~~upon ~~conditions~~an ~~and~~event ~~our financial condition, performance and prospects. The liquidity~~ of, ~~and any trading market for, the Preferred Stock may be adversely affected by general declines or disruptions in the market for such similar securities~~default. ~~Further,~~See ~~because~~“— ~~the~~Events ~~shares~~of doDefault” ~~not have a stated maturity date, investors seeking liquidity in the shares will be limited to selling their shares in the secondary market~~below.

24The Indenture provides that, unless all principal of and interest on Senior Debt has been paid in full, no payment or other distribution may be made in respect of any Notes under the following circumstances:

~~Table~~• in the event of ~~Contents~~any liquidation or dissolution or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding related to the Company or its property;

~~Index~~• in the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Debt beyond any applicable grace period with respect thereto, the holders of such Senior Debt are permitted to ~~Financial~~accelerate ~~Statements~~its maturity, or in the event any judicial proceeding shall be pending with respect to any such default; or

~~The~~• ~~Preferred~~in ~~Stock~~the isevent anthat ~~equity~~any ~~security~~Notes ~~and~~have isbeen ~~junior~~declared indue ~~right~~and ofpayable ~~payment~~before totheir ~~our~~stated ~~existing and future indebtedness~~maturity.

~~The~~If ~~shares of Preferred Stock are equity interests in~~ the ~~Company~~trustee ~~and~~or doany ~~not~~holders ~~constitute indebtedness. The shares~~ of ~~Preferred Stock~~Notes ~~will~~receive ~~rank~~any ~~junior in right of~~ payment toor ~~all~~distribution ofthat ~~our~~is ~~existing~~prohibited ~~and~~under ~~future~~the ~~indebtedness,~~subordination ~~and equal in right of payment with all of our outstanding preferred stock~~provisions, and ~~the~~if ~~terms~~this offact ~~the~~is ~~Preferred~~made ~~Stock~~known ~~will~~to ~~not prohibit us from issuing additional securities in~~ the ~~future~~trustee ~~that~~or ~~rank~~holders ~~senior~~at ~~(other than senior stock as described below)~~ or ~~equal~~prior into ~~right of payment with~~ the ~~Preferred~~time ~~Stock.~~of ~~Our~~such ~~existing and future indebtedness may also restrict~~ payment ofor ~~dividends on the Preferred Stock. As of June 30~~distribution, ~~2012,~~then ~~we had $5.7 billion of total consolidated indebtedness that would be senior in right of payment to~~ the ~~shares~~trustee ofor ~~Preferred Stock and our other outstanding series of preferred stock. In addition,~~ the ~~Preferred~~holders ~~Stock~~ will ~~effectively~~ behave ~~subordinated~~ to ~~all~~pay ~~existing~~over and future liabilities and obligations of our subsidiaries as our right to participate in any distribution of assets of any of our subsidiaries, including upon the subsidiary’s liquidation, will be subject to the prior claims of creditors of that ~~subsidiary,~~money ~~except~~ to ~~the extent that any of our claims as a creditor of such subsidiary may be recognized~~us.

~~The Preferred Stock may be junior in rights and preferences to our future preferred stock.~~ 24

~~Subject~~TABLE ~~to approval~~OF by holders of at least two-thirds of the shares of our Preferred Stock then outstanding, we may issue preferred stock in the future, the terms of which are expressly senior to the Preferred Stock. The terms of any such future preferred stock may restrict dividend payments on the Preferred Stock unless full dividends for all of our outstanding preferred stock senior to the Preferred Stock have been declared and paid or set aside for payment for the relevant period or periods specified by the terms of such preferred stock. If we issue such shares of preferred stock in the future, the rights of holders of the Preferred Stock or the market price of the Preferred Stock could be adversely affected. CONTENTS

~~Dividends~~Further, in the event of any liquidation or dissolution or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding related to the Company or its property, any creditors in respect of general obligations will be entitled to receive payment in full of all amounts due or to become due on or in respect of such general obligations, before any amount is made available for payment or distribution to the ~~Preferred~~holders ~~Stock~~of ~~are~~the ~~non-cumulative~~Notes.

~~Dividends~~Even onif the ~~Preferred~~subordination ~~Stock~~provisions ~~are~~prevent ~~non-cumulative~~us ~~and~~from ~~are~~making ~~payable~~any payment when, asdue ~~and~~on ifthe ~~declared~~Notes, bywe ~~our~~will ~~board~~be ofin ~~directors.~~default ~~Consequently,~~on if our ~~board~~obligations ofunder ~~directors~~the ~~does not~~Notes ~~authorize~~if ~~and~~we ~~declare~~do anot ~~dividend~~make ~~for any dividend period prior to~~ the ~~related dividend~~ payment ~~date,~~when ~~holders~~due. ofThis ~~the~~means ~~Preferred Stock would not be entitled to receive a dividend for~~ that ~~dividend~~the ~~period,~~trustee and the ~~undeclared~~holders ~~dividend~~of ~~will~~Notes ~~not~~can ~~accrue and~~take ~~not~~action beagainst ~~payable~~us, ~~whether~~but orthey will not ~~dividends~~receive ~~are declared for~~ any ~~subsequent~~money ~~dividend~~until ~~period with respect to~~ the ~~Preferred~~claims ~~Stock.~~of ~~We will have no obligation to pay dividends accrued for a dividend period after~~ the ~~dividend~~holders ~~payment date for that period if our board~~ of ~~directors~~Senior ~~has~~Debt ~~not~~have ~~declared~~been afully ~~dividend prior to such dividend payment date, whether or not dividends are declared for any subsequent period with respect to the Preferred Stock~~satisfied.

~~Our~~“Senior ~~ability~~Debt” tomeans ~~declare~~the ~~dividends~~principal onof ~~the~~(and ~~Preferred~~premium, ~~Stock~~if ~~may~~any) beand ~~limited.~~interests, if any on:

~~Unlike~~• ~~indebtedness,~~the ~~where~~ principal (and ~~interest customarily are payable on specified due dates~~premium, inif ~~the~~any) ~~case~~ of ~~the Preferred Stock, (i) dividends are payable only if~~ and ~~when~~interest ~~declared~~in byrespect ~~our board~~ of ~~directors~~ ~~out~~our ofindebtedness ~~funds legally available~~ for ~~such~~purchased ~~payments;~~or ~~(ii) as~~borrowed ~~a corporation~~money, wewhether ~~are subject to restrictions on dividend payments and redemption payments out of lawfully available funds; and (iii) there are no restrictions on our business~~ or ~~operations~~not orevidenced onby ~~our~~securities, ~~ability~~notes, ~~to incur indebtedness~~debentures, ~~issue~~bonds ~~additional preferred stock~~ or ~~engage~~other insimilar ~~any~~instruments ~~transactions.~~issued ~~Our~~by ~~ability~~us, toincluding ~~pay~~obligations ~~dividends~~incurred ~~on the Preferred Stock and our Common Stock is also subject to restrictions~~ in ~~our~~connection ~~Series A, B and C preferred stock, which rank equally~~ with the ~~Preferred~~acquisition ~~Stock~~of inproperty, ~~right~~assets ofor ~~payment.~~ businesses;

In• ~~addition, as a bank holding company,~~ our ~~ability to declare and pay dividends depends on a number of federal regulatory considerations, including our ability to meet minimum regulatory~~ capital ~~requirements.~~lease We will soon become subject to more stringent capital requirements, which could diminish our ability to pay dividends. New and evolving capital standards, both as a result of the Dodd-Frank Act and the implementation of new capital standards adopted by the Basel Committee on Banking Supervision, including the so-called “Basel III” international accord, will have a significant effect on banks and bank holding companies, including us. The Federal Reserve Board, together with the other federal banking agencies, recently issued a proposal to implement Basel III in the United States, that would, among other things, narrow the definition of regulatory capital, raise the capital requirements associated with many of our assets, and establish higher minimum risk-based capital ratios that, when fully phased in, will require banking organizations, including us, to maintain a minimum common equity Tier 1 risk-based ratio of 4.5%, a Tier 1 ratio risk-based ratio of 6%, and a total capital ratio of 8%. A capital conservation buffer of 2.5% above each of these levels (to be phased-in beginning in 2016) will also be required in order to avoid restrictions on our ability to pay dividends. Moreover, the need to maintain more and higher quality capital, as well as greater liquidity, going forward than historically has been required could also require us to take steps to increase our capital that may be dilutive to shareholders or may limit our ability to pay dividends or otherwise return capital to shareholders. obligations;

25• our obligations issued or assumed as the deferred purchase price of property, our conditional sale obligations and our obligations under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business;

~~Table~~• our obligations arising from off-balance sheet guarantees and direct credit substitutes, including obligations in respect of ~~Contents~~any letters of credit, bankers’ acceptances, security purchase facilities and similar credit transactions;

~~Index~~• toour ~~Financial~~obligations ~~Statements~~associated with derivative products, including obligations in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements;

~~Proposed~~• ~~capital~~any ~~regulations~~of ~~may~~the ~~require~~above uslisted toobligations ~~limit~~of ~~the~~other ~~restrictions~~persons ~~under~~ the ~~Preferred~~payment ~~Stock~~of ~~dividend~~which ~~stopper in~~we ~~order~~are ~~for~~responsible ~~the~~or ~~Preferred~~liable ~~Stock~~for, ~~to qualify~~ as ~~Tier~~obligor, 1guarantor ~~capital.~~or otherwise;

On• ~~June 7,~~any ~~2012,~~of the ~~Federal~~above ~~Reserve~~listed ~~approved~~obligations ~~for publication a notice~~ of ~~proposed~~ ~~rulemaking~~other ~~that~~persons ~~would~~secured ~~implement new international capital guidelines established~~ by ~~the~~any ~~Basel~~lien ~~Committee~~ on Banking Supervision. If adopted as proposed, this proposed rule would require the Preferred Stock to meet certain criteria in order to qualify as Tier 1 capital, including that we would be required to have full discretion at all times to cancel dividends or other capital distributions on the Preferred Stock without imposing any ~~restrictions~~of ~~on the Company other than restrictions on~~ our ~~ability~~property toor ~~make~~assets ~~capital~~whether ~~distributions~~or onnot ~~our Common Stock. As a result,~~ we ~~may~~assume ~~not~~that ~~be permitted to condition the payment of dividends or other capital distributions on our equity securities (other than our Common Stock) on the payment of dividends on the Preferred Stock.~~ obligation;

In• ~~addition~~any deferrals, ~~the~~renewals notice of proposed rulemaking indicates that the Federal Reserve is considering including further limits on dividend stopper provisions in securities eligible for Tier 1 capital by requiring that an issuer have the ability to cancel or ~~substantially~~extensions reduce dividend payments on Tier 1 capital instruments when the banking organization is paying up to a penny per share dividend to its common stockholders. Such a proposal would go beyond the core Basel III requirements for Tier 1 capital, and was not included in the proposed regulatory text. If this further restriction on dividend stoppers were adopted, the Preferred Stock dividend stopper could require the payment of ~~dividends~~any ~~on the Preferred Stock in order to pay dividends or other capital distributions on our Common Stock, except that we would be permitted to pay up to one cent per share~~ of ~~dividends on Common Stock so long as we paid an equivalent amount per share on~~ the ~~Preferred~~above ~~Stock.~~listed obligations; and

~~Accordingly,~~• weGeneral ~~have~~Obligations included in the Preferred Stock dividend stopper a provision under which the terms of the Preferred Stock dividend stopper will be modified as necessary, without holder consent, if after giving effect to any change in law or regulation (~~which~~defined may or may not be in connection with or otherwise resulting from the adoption of the notice of proposed rulemaking, or otherwise in connection with the implementation by applicable U.S. bank regulatory authorities of the Basel III capital accordbelow), the Preferred Stock would qualify as Tier 1 capital as a result of such modification. We intend any such change in the Preferred Stock dividend stopper to provide investors in the Preferred Stock with the maximum protection permitted by law and regulation consistent with the treatment of the Preferred Stock as Tier 1 capital. There can be no assurance if or when the proposed rule will be adopted or whether the proposed rule, if adopted, will include further changes or limitations on dividend stoppers

~~Holders~~However, ofSenior ~~the~~Debt ~~Preferred~~does ~~Stock~~not ~~will~~include: ~~have limited voting rights.~~

~~Holders~~• of the Preferred Stock have no rights with respect to matters that generally require the approval of holders of our Common Stock. Holders of the Preferred Stock will have voting rights only as required by law, in our certificate of incorporation, as amended (the “Certificate of Incorporation”), and in the certificate of designations for the Preferred Stock. Our Series A and B preferred stock have similar voting rights. See “Description of the Series D Preferred Stock—Voting Rights.” Notes;

If• ~~investors~~trade ~~are~~accounts ~~able~~payable toarising ~~resell~~in ~~their Preferred Stock, many other factors may affect~~ the ~~price~~ ~~they~~ordinary ~~receive,~~course ~~which~~of ~~may~~business; ~~be lower than they believe to be appropriate.~~ and

If• ~~investors~~any ~~are~~obligation ~~able~~that toby ~~resell~~its ~~their~~terms ~~shares~~expressly ofis ~~Preferred~~junior ~~Stock~~to, ~~the price~~or ~~they~~ranks ~~receive~~equally ~~will~~in ~~depend~~right onof ~~many~~payment ~~other factors that may vary over time~~with, ~~including:~~the Notes; or

n• ~~the~~any ~~number~~indebtedness to a Subsidiary of ~~potential~~the ~~buyers;~~Company.

n“General Obligations” are defined as all of our obligations to pay claims of general creditors, other than obligations on the ~~level~~Notes and our indebtedness for money borrowed ranking equally or subordinate to the notes. Notwithstanding the foregoing, if the Federal Reserve (or other competent regulatory agency or authority) promulgates any rule or issues any interpretation that defines general creditor(s), the main purpose of ~~liquidity~~which is to establish a criteria for determining whether the subordinated debt of a bank holding company is to be included in its capital, then the ~~Preferred~~term ~~Stock;~~“General Obligations” will mean obligations to general creditors as described in that rule or interpretation.

nAs ~~our~~of ~~financial~~December 31, ~~performance;~~2025, the Company had no Senior Debt. The Notes and the Indenture do not contain any limitation on the amount of Senior Debt that we may hereafter incur.

nWe ~~the~~are ~~amount~~a financial holding company and substantially all of ~~indebtedness~~our weassets ~~have~~are ~~outstanding;~~held by our direct and indirect subsidiaries. We rely on dividends and other payments or distributions from our subsidiaries to pay the interest on our debt obligations (such as the Notes offered hereby), which interest expense was $19.7 million for the year ended

~~n the level, direction and volatility of market interest rates generally;~~25

nTABLE ~~the~~OF ~~market for similar securities;~~CONTENTS

nDecember 31, 2025, and $11.6 million for the ~~market~~year ~~price~~ended December 31, 2024, respectively (holding company only). U.S. federal and Puerto Rico bank regulations impose certain restrictions on the ability of the Bank to pay dividends directly or indirectly to us, to make any extensions of credit to us or certain of our ~~Common~~affiliates ~~Stock;~~and to invest in our stock or securities. Federal regulations also prevent us from borrowing from the Bank unless the loans are secured by collateral. Accordingly, we may not have access to sufficient cash to make payments on the Notes. See “Risk Factors” in this prospectus and Item “1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

nBecause we are a holding company, our right and the ~~terms~~rights of our creditors, including holders of the ~~Preferred~~Notes, ~~Stock~~to participate in any distribution of assets of any of our subsidiaries upon their liquidation, reorganization, dissolution, winding up or otherwise would be subject to the prior claims of creditors of that subsidiary (except to the extent that we are a creditor with a recognized claim). In the event of any such distribution of assets of our bank subsidiaries due in part to their status as insured depository institutions, the claims of depositors and other general or subordinated creditors of such bank subsidiaries would be entitled to priority over claims of shareholders of such bank subsidiary, including us as its parent holding company and any creditor of ours, such as holders of the Notes. As of December 31, 2025, we had $10.3 billion of deposits and $557 million of interest expense related to Federal Home Loan Bank advances, repurchase agreements and other short-term borrowings, to which the Notes will be structurally subordinated.

AsNo aAdditional ~~result of~~Amounts these factors, investors may only be able to sell their Preferred Stock at prices that may be below those they believe to be appropriate, including prices below the price they paid for the Preferred Stock.

26In the event that any payment on the Notes is subject to withholding of any U.S. federal income tax or other tax or assessment (as a result of a change in law or otherwise), we will not pay additional amounts with respect to such tax or assessment. For a discussion relating to certain U.S. federal income tax consequences of the ownership and disposition of the Notes, see “Material U.S. Federal Income Tax Considerations.”

~~Table~~Redemption ~~of Contents~~

~~Index~~We may, at our option, beginning with the interest payment date of April 1, 2031, but not prior thereto (except upon the occurrence of certain events specified below), and on any interest payment date thereafter, redeem the Notes, in whole or in part, from time to ~~Financial~~time, ~~Statements~~subject to obtaining Federal Reserve Approval, at a price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

~~INCORPORATION~~The BYNotes ~~REFERENCE~~may not otherwise be redeemed prior to the Maturity Date, except that we may also, at our option, redeem the Notes, in whole, but not in part, subject to obtaining Federal Reserve Approval, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption, at any time, including before April 1, 2031, upon the occurrence of:

We• ~~file~~a ~~annual~~“Tax Event,” ~~quarterly~~defined ~~and~~in ~~current~~the ~~reports,~~Indenture ~~proxy~~to ~~statements~~mean ~~and~~the ~~other~~receipt ~~information~~by ~~with~~us of an opinion of independent tax counsel to the ~~SEC.~~effect ~~You~~that ~~may~~as ~~read~~a ~~and~~result ~~copy~~of (a) an amendment to or change (including any ~~document~~announced ~~that~~prospective weamendment ~~file~~or atchange) ~~the~~in ~~Public Reference~~any ~~Room~~law or treaty, or any regulation thereunder, of the ~~SEC~~United atStates, ~~100~~the FCommonwealth ~~Street~~of Puerto Rico or any of its political subdivisions or taxing authorities; (b) a judicial decision, ~~N.E.~~administrative action, ~~Washington~~official administrative pronouncement, ~~D.C.~~ruling, ~~20549.~~regulatory ~~You~~procedure, ~~may~~regulation, ~~obtain~~notice ~~information~~or onannouncement, ~~the~~including ~~operation~~any notice or announcement of ~~the~~intent ~~Public~~to ~~Reference~~adopt ~~Room~~or bypromulgate ~~calling~~any ruling, regulatory procedure or regulation (any of the ~~SEC~~foregoing, atan ~~1-800-SEC-0330.~~“administrative Inor ~~addition~~judicial action”); or (c) an amendment to or change in any official position with respect to, ~~the~~or ~~SEC~~any ~~maintains~~interpretation of, an administrative or judicial action or a ~~website~~law ator ~~www.sec.gov,~~regulation of the United States or the Commonwealth of Puerto Rico that differs from the previously generally accepted position or interpretation, in each case, which ~~interested~~change ~~persons~~or ~~can~~amendment ~~electronically~~or ~~access~~challenge ~~our~~becomes ~~SEC~~effective ~~filings~~or which pronouncement, ~~including~~decision or challenge is announced on or after the ~~registration~~original ~~statement~~issue todate ~~which~~of ~~this~~the ~~prospectus~~Notes, ~~supplement~~there ~~relates~~is ~~and~~more than an insubstantial risk that interest payable by us on the ~~exhibits~~Notes ~~and~~is ~~schedules~~not, ~~thereto.~~or, within 90 calendar days of the date of such opinion, will not be, deductible by us, in whole or in part, for purposes of United States federal or Puerto Rico income tax purposes.

~~The~~• ~~SEC~~a ~~allows~~“Tier us2 toCapital ~~“incorporate~~Event,” bydefined ~~reference”~~in the ~~information~~Indenture weto ~~file~~mean ~~with~~our ~~them,~~good ~~which~~faith ~~means~~determination that, weas ~~can~~a ~~disclose~~result ~~important~~of ~~information~~(a) toany ~~you~~amendment ~~by referring you~~ to, ~~those~~or ~~documents.~~change ~~The~~in, ~~information incorporated~~the bylaws, ~~reference~~rules isor anregulations ~~important part~~ of ~~this~~the ~~prospectus.~~United ~~Information~~States ~~that~~(including, wefor ~~file with~~ the ~~SEC~~avoidance ~~following the date~~ of ~~this~~doubt, ~~prospectus~~any ~~will~~agency ~~not~~or beinstrumentality ~~incorporated~~of bythe ~~reference~~United ~~and~~States, ~~you~~including ~~should~~the ~~rely~~Federal ~~only~~Reserve onand ~~the~~other ~~information~~federal ~~incorporated~~bank ~~by reference~~regulatory inagencies) ~~this~~or ~~prospectus.~~any Wepolitical ~~incorporate~~subdivision byof ~~reference~~or ~~into~~in ~~this prospectus~~ the ~~documents~~United ~~listed~~States ~~below:~~that is

~~(a) Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 9, 2012;~~26

~~(b)~~TABLE ~~Definitive~~OF ~~Proxy Statement on Schedule 14A filed with the SEC on March 14, 2012, to the extent incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2011;~~CONTENTS

enacted or becomes effective after the original issue date of the Notes; (cb) ~~Quarterly~~any ~~Reports~~proposed onchange ~~Form~~in ~~10-Q~~those ~~for~~laws, rules or regulations that is announced or becomes effective after the ~~quarters~~original ~~ended~~issue ~~March~~date 31of ~~and~~the ~~June~~Notes; 30or (c) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, ~~2012~~rules, ~~filed~~or regulations with respect thereto that is announced after the ~~SEC,~~original ~~respectively~~issue date of the Notes, onthere ~~May~~is 4more than an insubstantial risk that we will not be entitled to treat the Notes then outstanding as “Tier 2 Capital” (or its equivalent) for purposes of the capital adequacy rules or regulations of the Federal Reserve (or, ~~2012~~as and ~~August~~if 3applicable, ~~2012~~the ~~(as~~capital ~~amended~~adequacy onrules ~~August~~or 6,regulations ~~2012~~of any successor appropriate federal banking agency); as then in effect and applicable to us, for so long as any Notes are outstanding.

~~(d)~~• ~~Current Reports on Form 8-K filed with~~ the ~~SEC~~Company onbecoming ~~January~~required ~~30,~~to ~~2012,~~register ~~February~~as ~~28,~~an ~~2012,~~investment ~~May~~company 1,pursuant ~~2012,~~to ~~May~~the ~~29,~~1940 ~~2012, June 28, 2012 (Item 8~~Act.~~01) and July 3, 2012.~~

~~Our~~In ~~filings~~the ~~are~~event ~~available~~of onany redemption of the ~~Investor~~Notes, ~~Relations~~we ~~page~~will ofdeliver ~~our~~or ~~website~~cause atto ~~http://www.orientalfg.com. Information~~be ~~contained~~delivered ina ornotice ~~linked~~of toredemption (which notice may be conditional in our ~~website~~discretion ison ~~not~~one aor ~~part~~more ofconditions ~~this~~precedent, ~~prospectus.~~and ~~You~~the redemption date may ~~also~~be ~~request~~delayed auntil ~~free~~such ~~copy~~time as any or all of ~~the~~such ~~above~~conditions ~~mentioned~~have ~~filings~~been satisfied or ~~any~~revoked by us if we determine that such conditions will not be satisfied) to each holder of ~~our~~Notes ~~subsequent~~(with ~~filings~~a bycopy ~~written~~to orthe ~~oral~~trustee) ~~request~~not ~~directed~~less than 10 nor more than 45 calendar days prior to: the redemption date.

~~Oriental~~Any ~~Financial~~partial ~~Group~~redemption ~~Inc~~will be made in accordance with DTC’s applicable procedures among all of the holders of the Notes. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state that it is a partial redemption and the portion of the principal amount thereof to be redeemed. The Notes are not subject to redemption or prepayment at the option of the holders.

~~Investor~~Events ~~Relations~~of ~~c/o~~Default ~~Anreder & Company~~

~~10 E~~The only “events of default” with respect to the Notes under the Indenture are certain events related to our bankruptcy or insolvency, whether voluntary or involuntary, or certain events related to the insolvency of the Bank, which represents 50% or more of our consolidated assets or any subsidiary of ours that in the future represents 50% or more of our consolidated assets. ~~40th~~If ~~Street~~an event of default with respect to the Notes occurs and is continuing, ~~Suite~~the ~~1308~~ principal amount of all of the Notes shall become and be immediately due and payable without any declaration or other action on the part of the trustee or any holder of the Notes. If an event of default with respect to the Notes occurs and is continuing, the trustee may enforce its rights and the rights of the holders of the Notes by any judicial proceedings that the trustee deems to be most effectual to do so.

~~New~~The ~~York~~maturity of the Notes may only be accelerated upon the occurrence of an event of default described above. There is no right of acceleration of the payment of principal of the Notes upon a “default” in the payment of principal of or interest on the Notes or in the performance of any of our covenants or agreements contained in the Notes, NYin ~~10016~~the Indenture or any of our other obligations or liabilities, including the events described as a “default” below. For purposes of the Notes, “default” means (i) default in the payment payable in respect of the Notes or of any coupon appertaining thereto, when such interest or coupon becomes due and payable, and continuance of such default for a period of 30 calendar days; or, (ii) default in the payment of the principal of the Notes when it becomes due and payable at its Maturity Date, by acceleration of its Maturity Date or otherwise, and (iii) our default in the performance, or breach, of any covenant or agreement in the Indenture applicable to us and the Notes, and continuance of such default or breach for a period of 90 calendar days after there has been given, by registered or certified mail, to us by the trustee or to us and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of default under the Indenture. If a default in the payment of principal of or interest on the Notes occurs and is continuing under the Indenture, the trustee and holders of the Notes will have a right to institute suit directly against us for the collection of such overdue payment. Other than upon a default in the payment of principal of or interest on the Notes, the holders of the Notes will have limited rights to institute proceedings to enforce the terms of the Indenture.

~~Telephone:~~Modification ~~(212) 532-3232 or (800) 421-1003~~

~~Facsimile:~~From ~~(212) 679-7999~~time to time, we, together with the trustee, may, without the consent of the holders of Notes, amend the Indenture for one or more of the following purposes:

~~E-mail:~~• ~~[email protected]~~to provide for the assumption by a successor corporation of our covenants under the Indenture;

27• to add to our covenants and the default provisions for the benefit of the holders of Notes or to surrender any right or power conferred upon us by the Indenture;

~~Table of Contents~~27

~~Index~~TABLE toOF ~~Financial Statements~~CONTENTS

~~SPECIAL~~• ~~NOTE~~to ~~REGARDING~~permit ~~FORWARD-LOOKING~~or ~~STATEMENTS~~facilitate the issuance of Notes in bearer form or in uncertificated form;

~~The~~• information included in this prospectus contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may relate to ~~the~~cure ~~financial condition~~ambiguities, ~~results~~defects ofor ~~operations~~inconsistencies, ~~plans,~~so ~~objectives,~~long ~~future~~as ~~performance and business of~~ the ~~Company,~~amendment ~~including,~~does ~~but~~ not ~~limited~~adversely ~~to,~~affect ~~statements with respect to~~ the ~~adequacy~~interests of the ~~allowance for~~holders ~~loan losses, delinquency trends, market risk and the impact~~ of ~~interest~~Notes rate changes, capital markets conditions, capital adequacy and liquidity, and the effect of legal proceedings and new accounting standards on the Company’s financial condition and results of operations, all after giving pro forma effect to the BBVAPR Acquisition. All statements contained herein that are not clearly historical in ~~nature~~any ~~are~~material ~~forward-looking,~~respect ~~and the words “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project” and similar expressions and future or conditional verbs such~~ as ~~“will,”~~determined ~~“would,”~~in ~~“should,” “could,”~~good ~~“might,”~~faith ~~“can,”~~by ~~“may,” or similar expressions are generally intended to identify forward-looking statements.~~ us;

~~These~~• ~~statements~~to ~~are~~appoint ~~not~~a ~~guarantees~~successor oftrustee ~~future~~with ~~performance~~respect ~~and~~to ~~involve~~the ~~certain risks~~Notes, ~~uncertainties, estimates~~ and ~~assumptions~~to bymake ~~management~~any ~~that~~change ~~are~~necessary ~~difficult~~ to ~~predict.~~provide ~~Various~~for ~~factors,~~the ~~some~~appointment of ~~which~~more bythan ~~their nature~~one are beyond the Company’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Factors that might cause such a difference include, but are not limited to: trustee;

n• ~~the~~to ~~rate~~establish ~~of growth in~~ the ~~economy~~form ~~and~~or ~~employment~~terms ~~levels,~~of asa ~~well~~series asof ~~general business and economic conditions and specific factors impacting Puerto Rico~~Notes;

n• ~~changes~~to inmake ~~interest~~any ~~rates,~~change asto ~~well~~the asIndenture that (i) neither applies to any Note of any series created prior to the ~~magnitude~~execution of such ~~changes~~supplemental indenture and entitled to the benefit of such provision nor modifies the rights of any Note holder with respect to such provision, or (ii) shall become effective only when there is no such Note outstanding; or

n• ~~the~~to ~~fiscal~~secure ~~and monetary policies of~~ the ~~federal government and its agencies;~~Notes.

nThe aIndenture ~~credit~~permits ~~default~~us byand the ~~U.S.~~trustee, orwith ~~Puerto~~the ~~Rico~~consent ~~governments~~of orthe holders of a ~~downgrade~~majority in aggregate principal amount of each series of the ~~credit~~outstanding ~~ratings~~Notes affected thereby, to modify the Indenture in a manner affecting the rights of the ~~U.S.~~holders orof ~~Puerto~~the ~~Rico~~Notes ~~governments~~of such series; provided that no modification may, without the consent of the holders of each outstanding note affected:

n• ~~changes~~change inthe ~~federal~~maturity ~~bank~~of ~~regulatory~~the ~~and~~principal ~~supervisory~~of ~~policies,~~any ~~including~~Note ~~required~~or ~~levels~~the timing of ~~capital~~an interest payment on a Note;

n• ~~the~~reduce ~~impact of~~ the ~~Dodd-Frank~~principal ~~Act~~amount ~~and~~or ~~other regulatory initiatives on~~ the ~~Company’s~~rate ~~businesses,~~of ~~business~~interest ~~practices and cost~~ of ~~operations~~any Note;

n• reduce the ~~relative~~amount ~~strength~~of orthe ~~weakness~~principal of ~~the~~any ~~consumer~~Note ~~and~~which ~~commercial~~would ~~credit~~be ~~sectors~~due and ofpayable ~~the~~upon ~~real~~a ~~estate~~declaration ~~market~~of ~~in Puerto Rico~~acceleration;

n• change the ~~performance~~place of payment where, or the ~~stock~~currency ~~and~~or ~~bond~~currencies, ~~markets~~currency unit or units or composite currency or currencies in which any Note principal or interest is payable;

n• ~~competition~~impair inthe right to institute suit for the ~~financial~~enforcement ~~services~~of ~~industry~~any such due and payable obligation;

n• ~~additional~~modify ~~FDIC~~the ~~assessments~~provisions of the Indenture with respect to the subordination of the Notes in a manner adverse to the Note holders;

n• ~~possible~~reduce ~~legislative~~the percentage of any series, ~~tax~~the consent of whose holders is required for any such supplemental indenture, or ~~regulatory~~the ~~changes~~consent of whose holders is required for any waiver provided for in the Indenture; or

n• ~~the~~modify ~~receipt~~such ~~and~~provisions ~~timing~~with ofrespect ~~regulatory approvals required~~ to ~~consummate~~modification ~~the~~or ~~BBVAPR Acquisition;~~waiver.

nConsolidation, ~~our~~Merger, ~~ability~~Sale toof ~~raise~~Assets ~~the~~and ~~necessary~~Other ~~equity~~Transactions ~~to finance the BBVAPR Acquisition;~~

nWe ~~our~~will ~~ability~~not toconsolidate ~~successfully~~with ~~deleverage~~or ~~approximately~~merge ~~$1.8~~into ~~billion~~any ofother ~~our~~person ~~and~~or ~~BBVAPR~~convey, ~~Bank’s~~transfer ~~investment~~or ~~securities~~lease ~~portfolio~~all ~~and~~or ~~wholesale~~substantially ~~funding~~all inof ~~connection~~our ~~with~~properties ~~the~~and ~~BBVAPR~~assets ~~Acquisition;~~to ~~and~~any person, unless:

n• ~~difficulties~~if inwe ~~integrating~~are ~~BBVAPR’s~~the ~~operations~~surviving person or if we consolidate with or merge into ~~Oriental’s~~another ~~operations~~person or sell, convey, transfer or lease substantially all of our properties and ~~achieving~~assets to any person, the ~~expected~~successor ~~benefits~~is a corporation, partnership, limited liability company or trust organized under the laws of the ~~acquisition.~~United States of America, any state, Puerto Rico or the District of Columbia, and the successor expressly assumes our obligations relating to the Notes and the Indenture;

~~Other~~• ~~possible~~immediately ~~events~~after orgiving ~~factors~~effect ~~that could cause results or performance~~ to ~~differ materially from those expressed in these forward-looking statements include~~ the ~~following: negative economic conditions that adversely affect the general economy~~transaction, ~~housing~~no ~~prices,~~“event ~~the~~of ~~job~~default” ~~market, consumer confidence~~ and ~~spending~~no ~~habits,~~event which ~~may affect~~, ~~among~~after ~~other~~notice ~~things,~~or ~~the~~lapse ~~level~~ of ~~non-performing~~ ~~assets,~~time ~~charge-offs~~or ~~and provision expense; changes in interest rates and market liquidity~~both, ~~which~~would ~~may~~become ~~reduce~~an ~~interest~~“event margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; adverse movements and volatility in debt and equity capital markets; changes in market rates and prices that may adversely impact the value of ~~financial~~default” ~~assets~~shall ~~and~~have ~~liabilities;~~occurred ~~liabilities resulting from litigation~~ and ~~regulatory~~ ~~investigations;~~be ~~changes in accounting standards, rules and interpretations~~continuing; ~~increased competition; our ability to grow our core businesses; decisions to downsize, sell or close units or otherwise change our business mix;~~ and ~~management’s ability to identify and manage these and other risks.~~

28• certain other conditions described in the Indenture are met.

~~Table~~The general provisions of ~~Contents~~the Indenture do not limit the rights of OFG Bancorp to enter into transactions, such as a highly leveraged transaction, that may adversely affect the holders of the Notes.

~~Index to Financial Statements~~28

~~All~~TABLE ~~forward-looking~~OF statements included in this prospectus are based upon information available to the Company as of the date of this prospectus, and other than as required by law, including the requirements of applicable securities laws, we assume no obligation to update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements. CONTENTS

29Satisfaction and Discharge

~~Table~~The ofIndenture ~~Contents~~provides that when, among other things, all Notes not previously delivered to the trustee for cancellation:

~~Index~~• tohave ~~Financial~~become ~~Statements~~due and payable,

~~THE~~• ~~BBVAPR~~will ~~ACQUISITION~~become due and payable at their stated maturity within one year, or

~~The~~• ~~following~~are ~~discussion~~to ofbe ~~the~~called ~~BBVAPR~~for ~~Acquisition~~redemption iswithin ~~qualified~~one inyear ~~its~~under ~~entirety~~arrangements bysatisfactory ~~reference~~ to, ~~and~~the ~~should~~trustee befor ~~read in conjunction with,~~ the ~~information~~giving ~~included elsewhere~~of innotice ~~this~~of ~~prospectus~~redemption ~~and~~by in the ~~documents incorporated by reference herein.~~ trustee,

~~Background~~and we irrevocably deposit or cause to be deposited with the trustee as trust funds in trust for such purpose money in an amount sufficient to pay and discharge the entire indebtedness on the ~~BBVAPR~~Notes ~~Acquisition~~not previously delivered to the trustee for cancellation, for the principal and any premium and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Maturity Date or the date of redemption, as the case may be;

~~On June 28~~then, ~~2012,~~upon ~~Oriental~~our ~~and~~request, ~~BBVA entered into~~ the ~~BBVAPR~~Indenture ~~Acquisition~~will ~~Agreement,~~cease ~~pursuant~~ to ~~which~~be ~~BBVA~~of ~~agreed~~further ~~to sell to Oriental~~effect, and ~~Oriental~~we ~~agreed~~will be deemed to ~~purchase~~ ~~from~~have ~~BBVA,~~satisfied ~~all~~and ofdischarged the ~~outstanding~~Indenture ~~common~~with ~~stock~~respect ofto ~~each~~the ofNotes. ~~BBVAPR~~However, ~~Holding~~we ~~Corporation~~will ~~(the~~continue ~~sole~~to ~~shareholder~~be ofobligated ~~BBVAPR~~to ~~Bank,~~pay aall ~~Puerto~~other ~~Rico~~sums ~~chartered~~due ~~commercial~~under ~~bank,~~the Indenture and ~~BBVA~~to ~~Seguros,~~provide athe ~~subsidiary~~officers’ ~~offering~~certificates ~~insurance~~and ~~services)~~opinions ~~and~~of ~~BBVA Securities,~~counsel adescribed ~~registered~~in ~~broker-dealer~~the Indenture.

~~Closing~~Defeasance of the BBVAPR Acquisition is targeted to occur by year-end 2012. Consummation of the BBVAPR Acquisition is subject to the satisfaction of certain customary conditions, including the receipt of all required regulatory approvals without the imposition of a materially burdensome regulatory condition, as described in the BBVAPR Acquisition Agreement. See “—Regulatory Considerations.”

~~Oriental~~We ~~will~~may ~~acquire~~at ~~all~~any oftime ~~the~~terminate ~~outstanding~~all ~~common stock~~ of ~~each~~our ofobligations ~~BBVAPR~~under ~~Holding Corporation and BBVA Securities for an aggregate purchase price of $500 million, payable in cash. Immediately following~~ the ~~Closing~~Notes, ~~Oriental~~except ~~will~~for ~~merge~~certain ~~BBVAPR Bank with and into Oriental Bank~~obligations, ~~with~~including ~~Oriental~~those ~~Bank~~respecting ~~continuing as~~ the ~~surviving~~defeasance ~~entity~~trust. ~~Oriental~~Our ~~also~~obligations ~~intends to~~will ~~merge~~be ~~BBVA~~deemed ~~Securities~~to ~~with~~have ~~and~~been ~~into~~discharged ~~Oriental~~if ~~Financial Services, with Oriental Financial Services as~~ the ~~surviving~~following ~~registered~~applicable ~~broker-dealer~~conditions ~~and~~have tobeen ~~combine~~satisfied: ~~the businesses of BBVA Seguros and Oriental Insurance.~~

~~The~~• ~~Company~~we ~~plans~~have toirrevocably ~~finance~~deposited ~~the~~in ~~BBVAPR~~trust ~~Acquisition~~with ~~through (i)~~ the ~~net~~trustee ~~proceeds~~or ~~from~~ the ~~issuance~~defeasance ~~of Series C Convertible Preferred Stock on July 3~~agent, ~~2012,~~ ~~(ii) this~~if ~~offering~~any, ~~(iii) the~~money ~~net~~or ~~proceeds~~U.S. ~~from~~government ~~its~~obligations ~~recent~~for ~~Common Stock offering, and (iv)~~ the ~~remaining~~payment ~~amount~~of ~~from~~principal ~~cash~~and interest on ~~its~~the ~~balance~~Notes ~~sheet~~to ~~(see “—Additional Financing”).~~ maturity;

In• ~~addition,~~we tohave ~~reduce~~delivered ~~capital~~to ~~requirements and further strategic goals (see “—Reasons for~~ the ~~BBVAPR~~trustee ~~Acquisition”),~~or ~~Oriental~~defeasance ~~plans~~agent toan ~~deleverage approximately $1.8 billion of its and BBVAPR Bank~~officers’s ~~investment~~certificate ~~securities portfolio~~ and ~~wholesale~~an ~~funding~~opinion inof ~~connection~~counsel ~~with~~to the ~~BBVAPR~~effect ~~Acquisition.~~that ~~Consummation~~all ofconditions ~~the~~relating ~~deleveraging is not a condition~~ to ~~closing~~the ~~this~~satisfaction ~~offering. Oriental expects to sell approximately $1.4 billion of its investment securities~~ and ~~related~~discharge ~~funding~~pursuant ~~arrangements and approximately $450 million of investment securities and related funding arrangements from BBVAPR Bank’s balance sheet. See “Risk Factors—We may not be able~~ to ~~complete~~ the ~~planned~~Indenture ~~deleveraging~~have ofbeen ~~our~~complied ~~and BBVAPR Bank’s investment securities and wholesale funding portfolios.”~~ with;

In• ~~the~~such ~~BBVAPR~~defeasance ~~Acquisition~~will ~~Agreement,~~not ~~Oriental~~result ~~and~~in ~~BBVA~~a ~~agreed~~breach toor ~~use~~violation, ~~their~~or ~~reasonable~~constitute ~~best~~a ~~efforts~~default tounder, ~~consummate~~ the ~~transaction~~Indenture ~~and~~or ~~agreed~~any toother ~~cooperate~~material ~~with~~agreement ~~one~~or ~~another~~instrument to ~~make~~which ~~the~~we ~~necessary~~are ~~filings~~a ~~and~~party ~~obtain~~(other ~~the necessary~~than ~~consents and approvals of third parties and governmental authorities. BBVA and Oriental also agreed to use reasonable best efforts to cooperate with one another concerning finalization of~~ a ~~transition~~breach ~~services~~or ~~agreement~~violation ~~pursuant~~resulting tofrom ~~which BBVA will provide Oriental with certain services to assist Oriental with~~ the ~~day-to-day~~borrowing ~~operations~~ of ~~the~~funds ~~acquired companies and their transition~~ to ~~Oriental’s~~make ~~infrastructure,~~such ~~and~~deposit ~~to provide data for the integration of information, for a period of up to 12 months. Integration planning~~ and ~~negotiations relating to~~ the ~~transition~~grant ~~services agreement are in their preliminary stages. BBVA agreed to cause the BBVAPR Companies to operate in the ordinary course~~ of ~~business~~any ~~consistent~~lien ~~with~~securing ~~past practice,~~such ~~and not to enter into certain types of transactions prior to the Closing.~~ borrowings);

~~BBVA~~• ~~agreed~~we ~~not~~have delivered to ~~engage~~the intrustee ~~specified~~and ~~activities~~the ~~competitive~~defeasance ~~with~~ agent, if any, an opinion of counsel to the ~~businesses~~effect that holders of the ~~BBVAPR~~Notes ~~Companies~~will innot ~~Puerto~~recognize ~~Rico~~gain or loss for ~~three~~United ~~years~~States ~~following~~federal ~~the~~income ~~Closing~~tax orpurposes ~~solicit~~as ora ~~hire~~result ~~any~~of ~~senior-level~~such ~~officer~~defeasance ~~(other~~and ~~than~~will ~~certain~~be ~~excepted~~subject ~~employees)~~to ofUnited States federal income tax on the ~~BBVAPR~~same ~~Companies~~amount ~~for~~and ~~one~~in ~~year~~the ~~following~~same manner and at the ~~Closing.~~same times as would have been the case if such defeasance had not occurred; and

~~Oriental~~• ~~agreed~~certain ~~that~~other ~~after~~conditions ~~the~~set ~~Closing~~forth itin ~~will phase out~~ the use of BBVA marks within 60 days and provide each employee of the BBVAPR Companies who becomes an Oriental employee, for one year following the Closing, the base salary or hourly wage rate, annual bonus opportunity and employee benefits that are substantially comparable Indenture.

30Any defeasance of the Notes pursuant to the Indenture shall be subject to our obtaining the prior approval of the Federal Reserve and any additional requirements that the Federal Reserve may impose with respect to defeasance of the Notes. Notwithstanding the foregoing, if, due to a change in law, regulation or policy subsequent to the issue date of the Notes the Federal Reserve does not require that defeasance of instruments be subject to Federal Reserve approval in order for the instrument to be accorded Tier 2 capital treatment, then no such approval of the Federal Reserve will be required for such defeasance.

~~Table~~Effect of ~~Contents~~Benchmark Transition Event

~~Index~~Benchmark Replacement. If the calculation agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to ~~Financial~~the ~~Statements~~Reference Time in respect of any determination of the Benchmark on any date, then the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes during the floating rate period in respect of such determination on such date and all determinations on all subsequent dates.

~~to those to which the employee was entitled immediately prior to the Closing, as well as severance benefits that are no less favorable than those provided immediately prior to the Closing.~~ 29

InTABLE ~~connection~~OF with the execution of the BBVAPR Acquisition Agreement, 30 members of management from BBVAPR Bank signed retention agreements with BBVAPR Bank providing for transaction bonuses for employees that remain with the BBVAPR Bank through the Closing, and for severance payments if their employment is terminated within 18 months following the Closing, subject to certain conditions. Oriental has agreed to honor and assume all of BBVAPR Bank’s obligations under the retention agreements. CONTENTS

~~The~~Benchmark ~~BBVAPR~~Replacement ~~Acquisition~~Conforming ~~Agreement provides certain customary termination rights for BBVA~~Changes. ~~Oriental~~In ~~may~~connection bewith ~~subject to a termination fee of $25 million if~~ the ~~Closing~~implementation ~~does not occur before one year after execution~~ of ~~the~~a ~~BBVAPR~~Benchmark ~~Acquisition Agreement (or before 15 months after execution of the BBVAPR Acquisition Agreement under certain circumstances)~~Replacement, the ~~BBVAPR~~calculation ~~Acquisition~~agent ~~Agreement~~will ishave ~~terminated, and~~ the ~~failure~~right to ~~close~~make ~~within~~Benchmark ~~one~~Replacement ~~year~~Conforming ~~(or~~Changes such later date) is due to our inability to raise the specified additional funds or to obtain the Approvals or any other reason other than certain breaches by BBVA, subject to certain conditions. Also, under certain conditions, if the BBVA Acquisition Agreement is terminated, the termination fee is payable and BBVAPR proves that it sustained losses in connection with such non-consummation in excess of the termination fee amount, BBVA may recover from ~~Oriental~~time up to ~~an additional $25 million in losses~~time. There can be no assurance as to when or whether the acquisition will be consummated and what amounts Oriental may be obligated to pay under the BBVAPR Acquisition Agreement, if the acquisition is not consummated.

~~The~~Certain ~~BBVAPR~~Defined ~~Acquisition Agreement contains customary representations and warranties of each of BBVA and Oriental~~Terms. ItAs ~~also~~used ~~contains~~herein: customary indemnification provisions for each of BBVA and Oriental, subject, in certain cases, to a de minimis claim size threshold, an aggregate claim amount deductible, a cap on indemnification and other limitations on liability.

~~The~~“Benchmark ~~BBVAPR~~Replacement” ~~Acquisition~~means isthe ~~contingent~~Interpolated ~~upon~~Benchmark ~~receipt~~with ~~by Oriental~~respect ofto ~~all~~the ~~necessary~~then-current ~~regulatory approvals~~Benchmark, ~~including~~plus ~~approval~~the ofBenchmark ~~the~~Replacement ~~Federal~~Adjustment ~~Reserve~~for ~~Board,~~such Benchmark; provided that if (a) the ~~FDIC,~~calculation ~~FINRA~~agent ~~and~~cannot determine the ~~OCFI,~~Interpolated Benchmark as ~~well~~of asthe ~~other~~Benchmark ~~customary~~Replacement ~~closing~~Date ~~conditions.~~or On(b) ~~October~~the ~~10,~~then-current ~~2012,~~Benchmark ~~the~~is ~~OCFI~~Three-Month ~~approved~~Term ~~Oriental’s~~SOFR ~~acquisition~~and ~~of BBVAPR~~a ~~Bank~~Benchmark Transition Event and ~~the~~its ~~merger~~related ofBenchmark ~~BBVAPR~~Replacement ~~Bank~~Date have occurred with ~~and~~respect ~~into~~to ~~Oriental~~Three-Month ~~Bank,~~Term SOFR (in which event no Interpolated Benchmark with ~~Oriental~~respect ~~Bank~~to asThree-Month ~~the~~Term ~~surviving~~SOFR ~~entity.~~shall ~~See~~be determined), then “~~—Regulatory~~Benchmark ~~Considerations.~~Replacement” means the first alternative set forth in the order below that can be determined by the calculation agent as of the Benchmark Replacement Date:

~~Reasons~~(1) ~~for~~Compounded ~~the BBVAPR Acquisition~~ SOFR;

We(2) ~~believe~~the sum of: (a) the ~~major~~alternate ~~objectives~~rate ~~and~~that ~~anticipated~~has ~~benefits~~been ofselected or recommended by the ~~BBVAPR Acquisition~~Relevant ~~are:~~Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

~~Effective~~(3) ~~use~~the sum of: ~~excess~~(a) ~~capital~~the toISDA ~~enhance~~Fallback ~~financial~~Rate ~~performance, franchise~~ and ~~shareholder~~(b) ~~value.~~the WeBenchmark ~~believe~~Replacement ~~this transaction offers an efficient use of our excess capital to enhance our financial performance, franchise and shareholder value.~~ Adjustment;

n(4) ~~Earnings~~the ~~per~~sum ~~share~~of: ~~accretion.~~(a) ~~The~~the ~~BBVAPR~~alternate ~~Acquisition~~rate isthat ~~anticipated~~has been selected by the calculation agent as the replacement for the then-current Benchmark for the applicable Corresponding Tenor, giving due consideration to ~~result~~any inindustry-accepted ~~earnings~~rate ~~growth~~as ~~both~~a inreplacement for the ~~short~~then-~~term~~current Benchmark for U.S. dollar-denominated floating rate securities at such time, and ~~over~~(b) the ~~long-term~~Benchmark Replacement Adjustment.

n“Benchmark ~~Market~~Replacement ~~leading~~Adjustment” ~~bank.~~means ~~We believe~~ the ~~combination~~first ofalternative ~~Oriental~~set ~~Bank~~forth ~~and~~in ~~BBVAPR~~the ~~Bank~~order ~~will~~below ~~create a market leading bank~~ that iscan ~~strongly~~be ~~capitalized,~~determined ~~locally~~by ~~controlled~~the ~~(all~~calculation ~~but~~agent ~~three~~as of ~~BBVAPR’s management team is composed of local executives with significant retail and commercial banking experience) and focused on serving~~ the ~~needs~~Benchmark ofReplacement ~~Puerto~~Date: Rico businesses and consumers. Ultimately, combining two healthy institutions is expected to enable Oriental to continue to gain strength and leadership and enhance its competitive position in the Puerto Rico market. Pro forma for the BBVAPR Acquisition, the combined entities will rank second in Puerto Rico in total core deposits.

n(1) ~~Bigger~~the ~~branch~~spread ~~network.~~adjustment, ~~The~~or ~~BBVAPR~~method ~~Acquisition~~for ~~represents~~calculating aor ~~unique~~determining ~~opportunity~~such tospread ~~acquire~~adjustment ~~36 branches across Puerto Rico,~~ (which ~~will~~may be ~~rebranded~~a ~~and~~positive ~~add~~or tonegative ~~Oriental’s~~value 28or ~~branches at June 30~~zero), ~~2012,~~that ~~resulting~~has inbeen ~~the~~selected ~~combined~~or ~~entities~~recommended ~~ranking~~by ~~second~~the inRelevant ~~number~~Governmental ofBody ~~retail~~for ~~branches on~~ the ~~island.~~applicable ~~After~~Unadjusted ~~the~~Benchmark ~~integration of BBVAPR Bank and Oriental Bank is complete, Oriental will assess whether there are any branches with overlapping service areas for consolidation.~~Replacement;

n(2) ~~Expanded~~if ~~customer~~the ~~base~~applicable ~~and~~Unadjusted ~~complementary~~Benchmark ~~products~~Replacement ~~and~~is ~~services.~~equivalent ~~BBVAPR~~to ~~has~~the aISDA ~~strong~~Fallback ~~franchise~~Rate, ~~that~~then wethe ~~believe~~ISDA isFallback ~~highly~~Adjustment; ~~complementary to Oriental’s. BBVAPR’s branch network will substantially increase~~and

31(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the calculation agent giving due consideration to any industry-accepted spread adjustment or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate securities at such time.

~~Table~~“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of ~~Contents~~“interest period,” timing and frequency of determining rates with respect to each interest period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the calculation agent decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the calculation agent decides that adoption of any portion of such market practice is not administratively feasible or if the calculation agent determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the calculation agent determines is reasonably necessary).

~~Index~~“Benchmark Replacement Date” means the earliest to ~~Financial~~occur ~~Statements~~of the following events with respect to the then-current Benchmark:

~~Oriental’s~~(1) ~~presence~~in ~~across~~the ~~Puerto~~case ~~Rico.~~of ~~BBVAPR~~clause ~~also~~(1) ~~has~~of ~~substantial~~the ~~commercial~~definition ~~banking and auto lending operations supported by a management team~~ of ~~local~~“Benchmark ~~executives~~Transition ~~with~~Event,” ~~significant retail and commercial banking experience. We expect~~ the ~~BBVAPR~~relevant ~~Acquisition~~Reference ~~will~~Time ~~provide Oriental with a strategic advantage~~ in ~~continuing~~respect ~~to serve a market that desires both personalized attention and access to a broad array~~ of ~~financial~~any ~~products and services offered at competitive prices. The Company believes the Puerto Rico customers of BBVAPR will generally fit the Company’s traditional customer profile.~~determination;

~~Transformation~~(2) of Oriental’s financial profile. By acquiring the BBVAPR Companies, we will accelerate our long-standing goal of creating a more stable balance sheet, with a larger and more diversified loan portfolio, a greater core deposit funding base, and a smaller investment securities portfolio, improving earnings stability. Furthermore, in ~~connection with~~ the ~~BBVAPR~~case ~~Acquisition, we plan to deleverage approximately $1.8 billion~~ of ~~our~~ ~~and~~clause BBVAPR Bank’s investment securities and wholesale funding portfolios. In addition to reducing the sensitivity of our balance sheet to interest rates, the planned deleveraging would improve our capital ratios by reducing the size of our balance sheet. Oriental expects that the $1.8 billion planned deleveraging will result in a one-time charge to income before income taxes of approximately $10 million (~~or $ million after giving effect to income taxes~~2), ~~in the aggregate, which includes the expected securities mark-to-market gains~~ or ~~losses~~(3) ~~and the expected cost on the termination~~ of the ~~wholesale~~definition ~~funding agreements. There is no expected one-time charge from the planned deleveraging~~ of ~~BBVAPR~~“Benchmark ~~Bank’s~~Transition ~~securities~~Event,” ~~portfolio and wholesale funding since~~ the ~~purchase~~later ~~accounting fair value adjustments will reflect the sales price~~ of ~~the~~(a) ~~securities and~~ the ~~liquidation~~date ~~value~~ of the ~~liabilities~~public ~~being~~statement ~~deleveraged.~~or ~~The $1.8~~publication ~~billion planned deleveraging is also expected to result in a reduction to pre-tax income~~ of ~~approximately~~information ~~$6.2~~referenced ~~million~~therein ~~in 2013~~ and ~~approximately $4.0 million in 2014~~ (~~or $ million and $ million, respectively, after giving effect to income taxes~~b). ~~Actual~~the ~~amounts~~date ~~will depend~~ on ~~market~~which ~~prices for~~ the ~~investment~~administrator ~~securities to be sold and the remaining term under the wholesale funding agreements at the time~~ of the ~~deleveraging~~Benchmark ~~transactions.~~permanently ~~See~~or ~~“Risk~~indefinitely ~~Factors—We~~ceases ~~may not be able~~ to ~~complete~~provide the ~~planned~~Benchmark; ~~deleveraging of our and BBVAPR Bank’s investment securities and wholesale funding portfolios.”~~ or

n(3) ~~Larger~~in ~~and~~the ~~more~~case ~~diversified~~of ~~loan~~clause ~~portfolio.~~(4) ~~The BBVAPR Acquisition will create a more attractive interest-earning asset composition, with an increased proportion~~ of ~~loans,~~the ~~from~~definition ~~30%~~ of ~~Oriental’s~~“Benchmark ~~total~~Transition ~~interest-earning assets as at June 30~~Event,” ~~2012~~the todate ~~54%~~ of the ~~combined~~public ~~entities’~~statement ~~total~~or ~~interest-earning~~publication ~~assets pro forma for the BBVAPR Acquisition and 66% after giving effect to the planned deleveraging. The resulting loan portfolio~~ of ~~the~~information ~~combined~~referenced ~~entities pro forma for the BBVAPR Acquisition will be approximately a third each in commercial loans, residential mortgages, and consumer loans and leases~~therein.

n Greater core deposit funding base. The BBVAPR Acquisition creates a more attractive funding composition, especially after giving effect to the planned deleveraging. Core deposits, which accounted for 36% of our funding base at June 30~~, 2012, would remain 36% of the combined companies’ funding base and increase to 47% after giving effect to the planned deleveraging.~~

nTABLE ~~Smaller~~OF investment securities portfolio. The BBVAPR Acquisition will enable us to reposition our balance sheet composition away from wholesale assets and liabilities with a reduced proportion of investment securities, from 66% of Oriental’s total earning assets as of June 30, 2012 to 44% of the combined entities’ total earning assets pro forma for the BBVAPR Acquisition and 31% after giving effect to the planned deleveraging.CONTENTS

nFor ~~Earnings~~the ~~stability.~~avoidance Asof adoubt, ~~result~~for purposes of the ~~foregoing~~definitions ~~Oriental~~of ~~expects~~Benchmark Replacement Date and Benchmark Transition Event, references to ~~rely~~the ~~less~~Benchmark onalso ~~investment~~include ~~securities~~any ~~and~~reference ~~wholesale~~rate ~~funding,~~underlying ~~which~~the weBenchmark ~~expect~~(for ~~will~~example, ~~improve~~if ~~earnings~~the ~~stability~~Benchmark ~~and~~becomes ~~increase~~Compounded ~~our~~SOFR, ~~overall~~references ~~net~~to ~~interest~~the ~~margin~~Benchmark would include SOFR).

~~Strengthening~~For ~~Oriental’s~~the ~~position~~avoidance inof ~~Puerto Rico’s~~doubt, ~~banking~~if ~~industry.~~the Weevent ~~believe~~giving rise to the ~~BBVAPR~~Benchmark ~~Acquisition~~Replacement ~~further~~Date ~~increases~~occurs on the ~~strength~~same ofday ~~Oriental’s~~as, ~~position~~but inearlier than, the ~~local~~Reference ~~banking~~Time ~~industry.~~in Itrespect isof ~~well~~any ~~timed~~determination, as the ~~Puerto~~Benchmark ~~Rico~~Replacement ~~economy~~Date ~~has~~will ~~recently~~be ~~shown~~deemed ~~signs~~to ofhave ~~stabilization and~~occurred ~~the~~prior ~~Puerto~~to ~~Rico~~the ~~government’s~~Reference ~~fiscal~~Time ~~situation~~for ~~has~~such ~~continued to improve~~determination.

~~For~~“Benchmark aTransition ~~discussion~~Event” ofmeans the ~~potential~~occurrence ~~risks~~of ~~inherent~~one inor ~~the~~more ~~BBVAPR Acquisition,~~of ~~see~~the ~~“Risk~~following ~~Factors–Risks~~events ~~Related~~with respect to the ~~Proposed~~then-current ~~BBVAPR~~Benchmark: ~~Acquisition.”~~

~~Additional~~(1) ~~Financing~~if the Benchmark is Three-Month Term SOFR we determine that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible;

On(2) ~~July 3,~~a ~~2012,~~public ~~the~~statement ~~Company~~or ~~completed~~publication ~~its~~of ~~sale~~information toby ~~various~~or ~~institutional~~on ~~purchasers~~behalf of ~~$84~~the ~~million~~administrator of ~~its~~the ~~Series~~Benchmark Cannouncing ~~Convertible~~that ~~Preferred~~such ~~Stock~~administrator has ceased or will cease to provide the Benchmark, ~~with~~permanently ~~a conversion~~or ~~price~~indefinitely, provided that, at the time of ~~$11.77~~such statement or publication, ~~through~~there ais ~~private~~no ~~placement~~successor ~~pursuant~~administrator that will continue to aprovide the Benchmark;

32(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

~~Table~~(4) a public statement or publication of ~~Contents~~information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

~~Index~~“Compounded toSOFR” ~~Financial~~means ~~Statements~~the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the calculation agent in accordance with:

~~subscription~~(1) ~~agreement~~the ~~dated June 28~~rate, ~~2012,~~or ~~between~~methodology ~~the~~for ~~Company~~this rate, and ~~each~~conventions offor ~~the~~this ~~purchasers,~~rate inselected ~~accordance~~or ~~with~~recommended ~~Regulation D~~by ~~under~~ the ~~Securities~~Relevant ~~Act.~~Governmental Body for determining compounded SOFR; provided that:

In(2) ~~addition~~if, and to the ~~sale~~extent ofthat, the ~~Series~~calculation Cagent ~~Convertible~~determines ~~Preferred~~that ~~Stock,~~Compounded ~~prior~~SOFR tocannot ~~the~~be ~~Closing,~~determined ~~Oriental agreed~~ in ~~the~~accordance ~~BBVAPR~~with ~~Acquisition~~clause ~~Agreement~~(1) toabove, ~~use~~then ~~its~~the ~~reasonable best~~rate, ~~efforts~~or tomethodology ~~carry~~for ~~out~~this ~~the~~rate, ~~Buyer~~and ~~Capital~~conventions ~~Raise.~~for ~~BBVA~~this ~~agreed~~rate tothat ~~use~~have ~~its~~been ~~reasonable~~selected ~~best~~by ~~efforts~~the tocalculation ~~provide~~agent ~~information~~giving ~~reasonably~~due ~~requested~~consideration byto ~~Oriental,~~any ~~and~~industry-accepted ~~otherwise~~market topractice ~~cooperate,~~for inU.S. ~~connection~~dollar-denominated ~~with~~floating ~~the~~rate ~~Buyer~~securities ~~Capital~~at ~~Raise.~~such time.

~~The~~For ~~Company~~the ~~plans~~avoidance toof ~~carry~~doubt, ~~out~~the calculation of Compounded SOFR shall exclude the ~~Buyer~~Benchmark ~~Capital~~Replacement ~~Raise~~Adjustment ~~through:~~(if applicable) and the spread of basis points per annum.

n“Corresponding ~~the~~Tenor” ~~sale~~with ofrespect ~~shares~~to ofa ~~Common~~Benchmark ~~Stock~~Replacement inmeans ~~its~~a ~~recent~~tenor ~~public~~(including ~~offering,~~overnight) ~~expected~~having toapproximately ~~close~~the onsame ,length ~~for~~(disregarding anbusiness ~~aggregate~~day ~~offering~~adjustment) ~~price~~as ofthe $applicable ~~million;~~tenor ~~and~~for the then-current Benchmark.

n“Interpolated Benchmark” with respect to the ~~sale~~Benchmark ofmeans ~~shares~~the ofrate ~~our~~determined ~~Preferred~~for ~~Stock~~the inCorresponding ~~this~~Tenor ~~offering~~by interpolating on a linear basis between: (1) the Benchmark for anthe ~~aggregate~~longest ~~offering~~period ~~price~~(for ~~estimated~~which atthe $Benchmark ~~million~~is ~~and~~available) ~~net~~that ~~proceeds~~is toshorter usthan the Corresponding Tenor, ~~after~~and ~~deducting~~(2) ~~estimated~~the ~~underwriting~~Benchmark ~~discounts~~for ~~and~~the ~~offering~~shortest ~~expenses,~~period ~~estimated~~(for atwhich ~~approximately~~the $Benchmark ~~million~~is available) that is longer than the Corresponding Tenor.

~~The~~“ISDA” ~~closing~~means ~~of this offering of Preferred Stock is not conditioned upon~~ the ~~closing~~International ofSwaps ~~our~~and ~~recent~~Derivatives ~~offering of Common Stock~~Association, ~~and the closing of our offering of Common Stock will not be conditioned upon the closing of this offering of Preferred Stock~~Inc. ~~We are not required under the BBVAPR Acquisition Agreement to raise specific individual amounts~~ or aany specific proportion of Preferred Stock to other equity as part of the Buyer Capital Raise, and the final amount of Preferred Stock we issue may ultimately be driven by market conditions or regulatory requirementssuccessor.

~~Regulatory~~“ISDA ~~Considerations~~Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

~~Consummation~~“ISDA ofFallback ~~the~~Adjustment” ~~BBVAPR~~means ~~Acquisition is subject to certain customary conditions, including~~ the ~~receipt~~spread ofadjustment ~~required~~(which ~~regulatory~~may ~~approvals~~be ~~without the imposition of~~ a ~~materially~~positive ~~burdensome~~or ~~regulatory~~negative ~~condition,~~value asor ~~described~~zero) inthat ~~the~~would ~~BBVAPR~~apply ~~Acquisition~~for ~~Agreement.~~derivatives Wetransactions ~~have~~referencing ~~filed applications with~~ the ~~Federal~~ISDA ~~Reserve~~Definitions ~~Board, the FDIC, and the OCFI, and other relevant regulators~~ to ~~acquire~~be ~~the~~determined ~~BBVAPR~~upon ~~Companies. On October 10, 2012,~~ the ~~OCFI~~occurrence ~~approved Oriental’s acquisition~~ of ~~BBVAPR~~an ~~Bank~~index ~~and~~cessation ~~the~~event ~~merger of BBVAPR Bank~~ with ~~and~~respect ~~into Oriental Bank, with Oriental Bank as the surviving entity. Although we currently believe we should be able~~ to obtain all other required regulatory approvals in a timely manner, we cannot be certain when or if we will obtain them, or if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on the ~~Company~~Benchmark ~~after~~for ~~consummation of~~ the ~~BBVAPR~~applicable ~~Acquisition or that will be so materially burdensome that they would prevent completion of the transaction pursuant to the BBVAPR Acquisition Agreement~~tenor.

~~As of June 30, 2012 and December~~ 31, 2011, the Company maintained capital ratios that satisfied the “well capitalized” standards under applicable regulatory capital guidelines. The Company’s capital ratios as of the Closing will be affected by a number of factors, including the $84 million in Series C Convertible Preferred Stock issued on July 3, 2012, the recent offering of $33 million in Common Stock, expected to close on , and this offering, the net assets acquired in the BBVAPR Acquisition, fair value adjustments under purchase accounting rules, including adjustments due to interest rate changes, and our performance between June 30, 2012 and the Closing.

~~While~~TABLE noOF assurance can be given, we expect that, taking into account the private placement and offerings mentioned in the foregoing paragraph, after giving effect to approximately $1.8 billion deleveraging of the investment securities and wholesale funding portfolios planned to occur in connection with the BBVAPR Acquisition (see “—Background on the BBVAPR Acquisition”), and purchase accounting adjustments, including the recording of goodwill and other intangibles, we will remain “well capitalized” upon the completion of the BBVAPR Acquisition. See “Risk Factors—A decline in the market value of our investment securities portfolio could adversely impact our regulatory capital ratios.” CONTENTS

~~Set~~“ISDA ~~forth~~Fallback ~~below~~Rate” ~~are~~means ~~minimum~~the ~~capital~~rate ~~ratios,~~that ~~where~~would ~~applicable,~~apply ~~the~~for ~~capital~~derivatives ~~ratios~~transactions ~~for~~referencing the ~~Company~~ISDA asDefinitions ofto ~~December~~be ~~31,~~effective ~~2011~~upon onthe occurrence of an ~~actual~~ ~~basis,~~index ~~and~~cessation ~~the~~date ~~capital~~with ~~ratios~~respect to the Benchmark for the ~~Company~~applicable astenor ofexcluding ~~June 30,~~the ~~2012:~~applicable ISDA Fallback Adjustment.

n“Unadjusted onBenchmark anReplacement” ~~actual~~means ~~basis;~~the ~~and~~Benchmark Replacement excluding the Benchmark Replacement Adjustment.

nThe onterms a“FRBNY’s ~~pro~~Website,” ~~forma~~“Reference ~~basis giving effect to (i) the issuance of the Series C Convertible Preferred Stock~~Time,” ~~(ii)~~“Relevant ~~the~~Governmental ~~recent offering of $33 million in Common Stock~~Body,” ~~(iii)~~“SOFR” ~~this~~and ~~offering,~~“Term ~~and~~SOFR” ~~(iv)~~have the ~~consummation~~meanings ofset ~~the~~forth ~~BBVAPR~~above ~~Acquisition,~~under ~~including~~ the ~~purchase~~heading ~~accounting~~“— ~~adjustments~~Interest.”

33Determinations and Decisions

~~Table~~The calculation agent is expressly authorized to make certain determinations, decisions and elections under the terms of ~~Contents~~the Notes, including with respect to the use of Three-Month Term SOFR as the Benchmark for the floating rate period and under the benchmark transition provisions. Any determination, decision or election that may be made by the calculation agent under the terms of the Notes, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:

~~Index~~• towill ~~Financial~~be ~~Statements~~conclusive and binding on the holders of the Notes and the trustee absent manifest error;

We• ~~expect~~if ~~that~~made ~~the~~by ~~deleveraging~~us ofas ~~$1.8~~calculation ~~billion~~agent, ofwill ~~the~~be ~~investment~~made ~~securities and wholesale funding portfolios planned~~ in ~~connection with the BBVAPR Acquisition will have a positive effect on~~ our ~~capital~~sole ~~ratios.~~ discretion;

~~The~~• ~~following~~if ~~pro~~made ~~forma~~by ~~capital~~a ~~ratios~~calculation ~~are~~agent ~~presented~~other ~~for illustrative~~than purposes only and do not necessarily indicate the financial results of the combined companies had the companies actually been combined as of the periods presented. The pro forma capital ratios are based largely on the purchase accounting adjustmentsus, ~~including~~will ~~the~~be ~~recording~~made ofafter ~~goodwill~~consultation ~~and~~with ~~other intangibles~~us, ~~which are subject to adjustment~~ and ~~may vary significantly from~~ the ~~actual~~calculation ~~purchase~~agent ~~price allocation that~~ will benot ~~recorded~~make atany ~~the~~such time the BBVAPR Acquisition is completed. For more information on the purchase accounting and other adjustments used in preparing the pro forma financial information relating to the BBVAPR Acquisition adjustmentsdetermination, ~~see~~decision ~~“—Unaudited~~or ~~Pro~~election ~~Forma Condensed Combined Financial Information Relating~~ to ~~the~~which ~~BBVAPR~~we ~~Acquisition.”~~reasonably object; and

	EXISTING WELLCAPITALIZEDMINIMUMREGULATORYREQUIREMENTS			AS OF DECEMBER 31,2011			AS OF JUNE 30,2012
				ACTUAL			ACTUAL			PRO FORMA (1)
Oriental Financial Group Inc. (2)
Tier 1 risk-based capital ratio		6	%		31.52	%		32.50	%		11.49	%
Total risk-based capital ratio		10			32.80			33.79			14.09
Tier 1 common equity to risk-weighted assets (3)		—			28.28			29.22			8.37
Tier 1 Capital to Total Assets (“Tier 1 Leverage Capital Ratio”)		5			9.65			10.75			5.90
Tangible common equity to tangible assets (4)		—			9.32			9.73			5.35
Tangible common equity to risk weighted assets (4)		—			29.71			29.88			10.41

•	notwithstanding anything to the contrary in the indenture, shall become effective without consent from the holders of the Notes, the trustee or any other party.

~~(1) Assumes that $33 million of Preferred Stock was issued in this offering at a purchase price of $25.00 per share~~Form, ~~the liquidation value~~Denomination, ~~and $33 million in Common Stock was issued at a purchase price of $10.22 per share~~Transfer, ~~the~~Exchange ~~closing~~and ~~price~~Book-Entry ofProcedures ~~our Common Stock on the NYSE on October 15, 2012.~~

~~(2)~~The ~~From~~Notes ~~time~~offered tohereby ~~time,~~will ~~Oriental~~be ~~uses~~issued ~~certain~~only ~~non-GAAP measures of financial performance to supplement the financial statements presented~~ in ~~accordance~~fully ~~with~~registered ~~GAAP.~~form, ~~Oriental~~without ~~presents~~interest ~~non-GAAP~~coupons, ~~measures when its management believes that the additional information is useful~~ and ~~meaningful~~in tominimal ~~investors.~~denominations ~~Non-GAAP measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other companies. The presentation~~ of ~~non-GAAP measures is not intended to be a substitute for~~$1,000 and ~~should~~integral ~~not~~multiples beof ~~considered in isolation from~~$1,000 ~~the financial measures reported~~ in ~~accordance~~excess ~~with GAAP~~thereof.

~~(3)~~ The ~~Tier~~Notes 1offered ~~common~~hereby ~~equity~~will tobe ~~risk-weighted~~evidenced ~~assets~~by ~~ratio is~~ a ~~non-GAAP~~global ~~measure.~~note ~~Tier~~which 1will ~~common~~be ~~equity~~deposited ~~to total risk-weighted assets is proposed to become a required capital ratio beginning January 1, 2013,~~ with ~~a minimum requirement of 4.5%. Additionally~~, aor ~~capital conservation buffer composed of Tier 1 common equity is proposed to be applicable to avoid restrictions~~ on ~~distributions~~behalf ~~and compensation beginning January 1~~of, ~~2013~~DTC, ator aany ~~level~~successor ofthereto, ~~2.5%~~and toregistered ~~be phased~~ in ~~over several years. See “Risk Factors—A decline in~~ the ~~market~~name ~~value~~ of ~~our~~Cede ~~investment~~& ~~securities~~Co., ~~portfolio~~or ~~could~~Cede, ~~adversely~~as ~~impact~~nominee ~~our~~of ~~regulatory capital ratios~~DTC.” ~~Ratios~~Except ~~calculated~~as ~~based~~set ~~upon~~forth ~~Tier~~below, 1record ~~common~~ownership ~~equity~~of ~~have~~the ~~become~~global anote ~~focus~~may ofbe ~~regulators and investors~~transferred, ~~and~~in ~~management~~whole ~~believes~~or ~~ratios based on Tier 1 common equity assist investors~~ in ~~analyzing Oriental’s capital position. In connection with the Supervisory Capital Assessment Program~~part, ~~the~~only ~~Federal~~to ~~Reserve~~another ~~Board~~nominee ~~began supplementing its assessment~~ of ~~the~~DTC ~~capital~~or ~~adequacy~~to of a ~~bank~~successor ~~holding company based on a variation~~ of ~~Tier~~DTC 1or ~~capital,~~its ~~known as Tier 1 common equity~~nominee.

~~Because~~The ~~Tier~~global 1note ~~common~~will ~~equity is~~ not ~~formally~~be ~~defined~~registered ~~by GAAP or, unlike Tier 1 capital, currently codified~~ in the ~~federal~~name ~~banking~~of ~~regulations,~~any ~~this measure is considered to be a non-GAAP financial measure. Non-GAAP financial measures have inherent limitations~~person, ~~are not required to be uniformly applied and are not audited. To mitigate these limitations, Oriental has procedures in place to calculate these measures using the appropriate GAAP~~ or ~~regulatory~~exchanged ~~components.~~for ~~Although~~Notes ~~these~~that ~~non-GAAP financial measures~~ are ~~frequently~~registered ~~used by shareholders~~ in the ~~evaluation~~name of aany ~~company~~person, ~~they~~other ~~have~~than ~~limitations~~DTC asor ~~analytical~~its ~~tools~~nominee, ~~and~~unless ~~should~~one ~~not be considered in isolation, or as a substitute for analyses~~ of ~~results~~the asfollowing ~~reported~~occurs: ~~under GAAP.~~

~~(4)~~• ~~Tangible~~DTC ~~common~~notifies ~~equity,~~us ~~tangible~~that ~~assets~~it ~~and~~is ~~the~~unwilling ~~ratio~~or ofunable ~~tangible common equity~~ to ~~tangible~~continue ~~assets~~acting ~~are~~as ~~non-GAAP~~the ~~measures.~~depositary ~~Management~~for ~~and many stock analysts use tangible common equity to tangible assets ratio in conjunction with more traditional bank capital ratios to compare~~ the ~~capital~~global ~~adequacy~~note, ~~of banking organizations. Neither tangible common equity nor tangible assets~~ or ~~related~~DTC ~~measures~~has ~~should~~ceased to be ~~considered in isolation or as~~ a ~~substitute~~clearing ~~for~~agency ~~stockholders’~~registered ~~equity,~~under ~~total assets or any other measure calculated in accordance with GAAP. Moreover,~~ the ~~manner~~Exchange ~~in which the Company calculates its tangible common equity~~Act, ~~tangible assets~~ and ~~any~~in ~~other~~either ~~related~~case ~~measures~~we ~~may~~fail ~~differ~~to ~~from~~appoint ~~that~~a ofsuccessor ~~other~~depositary; ~~companies reporting measures with similar names.~~or

~~Tangible~~• ~~common~~an ~~equity~~event ~~consists~~ of ~~common~~default ~~equity~~with ~~less~~respect ~~intangible~~to ~~assets~~the ~~(defined~~Notes asrepresented ~~goodwill~~by ~~and core deposit intangibles). Management believes that~~ the ~~ratios~~global ofnote ~~tangible~~has ~~common~~occurred ~~equity to tangible assets~~ and tois ~~risk-weighted assets assist investors in analyzing Oriental’s capital position~~continuing.

34In those circumstances, DTC will determine in whose names any securities issued in exchange for the global note will be registered. Any such Notes in certificated form will be issued in minimum denominations of $1,000 and multiples of $1,000 in excess thereof and may be transferred or exchanged only in such minimum denominations.

~~Table~~DTC or its nominee will be considered the sole owner and holder of ~~Contents~~the global note for all purposes, and as a result:

~~Index~~• toyou ~~Financial~~cannot ~~Statements~~get Notes registered in your name if they are represented by the global note;

~~The~~• ~~following~~you ~~table~~cannot ~~provides~~receive acertificated ~~reconciliation of Oriental’s total stockholders’ equity at June 30, 2012~~ (~~on an actual and pro forma basis~~physical) ~~and~~notes ~~December~~in ~~31,~~exchange ~~2011~~for toyour ~~Tier~~beneficial 1interest ~~common~~in ~~equity as defined by~~ the ~~Federal~~global ~~Reserve Board, FDIC and other bank regulatory agencies:~~note;

	AS OF DECEMBER 31,2011			AS OF JUNE 30,2012 (ACTUAL)			AS OF JUNE 30,2012 (PRO FORMA)
	(in thousands)
Common stockholders’ equity	$	627,555		$	624,202		$	659,864
Unrealized gains on available-for-sale securities, net of income tax		(79,244	)		(70,700	)		(70,700	)
Unrealized losses on cash flow hedges, net of income tax		42,113			49,439			49,439
Disallowed deferred tax assets		(26,879	)		(26,243	)		(126,150	)
Disallowed servicing assets		(1,045	)		(1,079	)		(1,079	)
Intangible assets:
Goodwill		(2,701	)		(2,701	)		(71,663	)
Core deposit intangible		(1,185	)		(1,114	)		(8,240	)
Subordinated capital notes		35,000			35,000			35,000
Total Tier 1 common equity	$	593,614		$	606,804		$	466,471
Tier 1 common equity to risk-weighted assets		28.28	%		29.22	%		8.37	%

•	you will not be considered to be the owner or holder of the global note or any note it represents for any purpose; and

~~The~~• ~~following~~all ~~table~~payments ~~provides~~on athe ~~reconciliation~~global ofnote ~~Oriental’s~~will ~~total~~be ~~stockholders’~~made ~~equity~~ to ~~total~~DTC ~~tangible~~or ~~common~~its ~~equity and total assets to total tangible assets at June 30, 2012 (on an actual and pro forma basis) and December 31, 2011:~~ nominee.

	AS OF DECEMBER 31,2011			AS OF JUNE 30,2012			AS OF JUNE 30,2012 (PRO FORMA)
	(in thousands)
Total stockholders’ equity	$	695,555		$	692,202		$	833,297
Preferred stock		(68,000	)		(68,000	)		(173,433	)
Goodwill		(2,701	)		(2,701	)		(71,663	)
Core deposit intangible		(1,185	)		(1,114	)		(8,240	)
Total tangible common equity	$	623,669		$	620,387		$	579,961
Total assets		6,693,675			6,375,648			10,924,181
Goodwill		(2,701	)		(2,701	)		(71,663	)
Core deposit intangible		(1,185	)		(1,114	)		(8,240	)
Total tangible assets	$	6,689,789		$	6,371,833		$	10,844,278
Tangible common equity to tangible assets		9.32	%		9.73	%		5.35	%

The laws of some jurisdictions require that certain kinds of purchasers (for example, certain insurance companies) can only own securities in definitive (certificated) form. These laws may limit your ability to transfer your beneficial interests in the global note to these types of purchasers.

~~Description of BBVAPR~~ 32

~~General.~~TABLE ~~The~~OF BBVAPR Companies are privately held companies and wholly-owned direct or indirect subsidiaries of BBVA. They are organized under the laws of the Commonwealth of Puerto Rico and their headquarters are in San Juan. BBVAPR provides comprehensive banking, insurance and securities brokerage services through a complete range of banking and financial solutions, including commercial banking; auto lending; corporate banking; residential mortgage lending; retail banking; financial planning; insurance; wealth management and investment brokerage. Like Oriental, BBVAPR Holding Corporation is subject to the provisions of the Bank Holding Company Act of 1956 and, accordingly, subject to the supervision and regulation of the Federal Reserve Board. The FDIC and OCFI also have regulatory and examination authority over BBVAPR Bank. The Office of the Insurance Commissioner of Puerto Rico has regulatory and examination authority over BBVA Seguros. CONTENTS

~~BBVAPR~~Only ~~Bank~~institutions ~~operates~~(such ~~through~~as 36a ~~branches~~securities ~~across~~broker ~~Puerto~~or ~~Rico~~dealer) ~~and~~that ~~has~~have aaccounts ~~diversified~~with ~~business~~the ~~model~~DTC ~~offering~~or aits ~~variety~~nominee of(called ~~products~~“participants”) and ~~services.~~persons Itthat ismay ahold ~~leader~~beneficial ininterests ~~auto lending~~through ~~and~~participants ~~has~~(including ~~strong~~through ~~specialized~~Euroclear ~~corporate~~Bank ~~and~~SA/NV ~~institutional~~or ~~credit~~Clearstream ~~and~~Banking, ~~services~~société ~~lines~~anonyme, ofas ~~business.~~DTC Itparticipants) ~~also~~can ~~has~~own ~~strong~~a ~~franchises~~beneficial interest in ~~residential~~the ~~mortgage~~global ~~lending,~~note. ~~retail~~The ~~banking,~~only ~~insurance~~place where the ownership of beneficial interests in the global note will appear and ~~cash~~the ~~management.~~only Asway the transfer of ~~June 30,~~those ~~2012,~~interests itcan ~~had~~be ~~$5.0 billion~~made inwill ~~total~~be ~~assets,~~on ~~$3.7~~the ~~billion~~records inkept ~~gross~~by ~~loans~~DTC (for their participants’ interests) and ~~$3.4~~the ~~billion~~records inkept ~~deposits,~~by ~~including~~those ~~$680~~participants ~~million~~(for ininterests ~~brokered~~of ~~deposits~~persons held by participants on their behalf).

35Secondary trading in bonds and notes of corporate issuers is generally settled in clearing-house (that is, next-day) funds. In contrast, beneficial interests in a global note usually trade in DTC’s same-day funds settlement system, and settle in immediately available funds. We make no representations as to the effect that settlement in immediately available funds will have on trading activity in those beneficial interests.

~~Table~~We will make cash payments of ~~Contents~~interest on and principal of the global note to Cede, the nominee for DTC, as the registered owner of the global note. We will make these payments by wire transfer of immediately available funds on each payment date.

~~Index~~You may exchange or transfer the Notes at the corporate trust office of the trustee for the Notes or at any other office or agency maintained by us for those purposes. We will not require payment of a service charge for any transfer or exchange of the Notes, but we may require payment of a sum sufficient to ~~Financial~~cover ~~Statements~~any applicable tax or other governmental charge.

~~Historical~~We ~~Development.~~have ~~BBVAPR~~been ~~was~~informed ~~founded in 1969 as Banco de Mayagüez. In 1979~~that, itwith ~~was~~respect ~~acquired by~~to ~~Banco~~any ~~Occidental~~cash ~~(which~~payment ~~was~~of ~~later~~interest ~~acquired~~on byor ~~Banco~~principal deof ~~Vizcaya).~~the Inglobal ~~1992~~note, itDTC’s ~~changed~~practice ~~its~~is ~~name~~ to ~~Banco~~credit ~~Bilbao~~participants’ ~~Vizcaya~~accounts ~~Puerto~~on ~~Rico~~the ~~and~~payment indate ~~1998~~with ~~the~~payments ~~headquarters~~in ~~were~~amounts ~~moved~~proportionate to ~~San~~their ~~Juan.~~respective ~~BBVAPR~~beneficial ~~acquired~~interests ~~Royal Bank de Puerto Rico~~ in ~~1993 and Las Americas Trust & Company in 1994. In 1998, BBVAPR completed its expansion plan through~~ the ~~merger~~Notes ~~with~~represented ~~PonceBank~~by ~~and~~ the ~~acquisition~~global ofnote ~~certain~~as ~~assets~~shown ~~and~~on ~~liabilities~~DTC’s ~~of Chase Manhattan Bank. In October 1999~~records, ~~Banco~~unless ~~Bilbao~~DTC ~~Vizcaya~~has ~~merged with~~reason ~~Argentaria,~~to ~~creating~~believe ~~Banco~~that ~~Bilbao~~it ~~Vizcaya~~will ~~Argentaria,~~not ~~S.A.,~~receive ~~and~~payment ~~consequently,~~on ~~Banco~~that ~~Bilbao~~payment ~~Vizcaya Puerto Rico was renamed Banco Bilbao Vizcaya Argentaria Puerto Rico~~date. ~~In 2000, BBVAPR acquired a substantial part of Citibank’s auto financing business.~~

~~Operating~~Payments ~~Activities.~~by ~~BBVAPR~~participants ~~operates~~to ~~through~~owners ~~three~~of ~~major~~beneficial ~~business~~interests ~~segments:~~in ~~banking,~~Notes ~~insurance,~~represented ~~and~~by ~~securities brokerage~~the ~~and~~global ~~distinguishes~~note ~~itself~~held ~~based~~through onparticipants ~~quality~~will ~~service~~be ~~and~~the ~~marketing~~responsibility ~~efforts~~of ~~focused~~those onparticipants, ~~corporate~~as ~~and~~is ~~commercial~~now ~~customers,~~the ~~retail~~case ~~clients,~~with ~~state~~securities ~~and~~held ~~municipal~~for ~~governments~~the ~~and~~accounts ~~other~~of ~~non-profit~~customers ~~organizations,~~registered ~~primarily~~ in ~~Puerto~~“street ~~Rico~~name. ”

nWe ~~Banking~~also ~~Activities:~~understand ~~BBVAPR’s~~that ~~banking~~neither ~~activities~~DTC ~~are~~nor ~~carried~~Cede ~~out~~will ~~through~~consent ~~BBVAPR~~or ~~Bank,~~vote awith ~~commercial~~respect ~~bank~~to ~~offering~~the ~~a variety of products and services mostly in Puerto Rico~~Notes. ItWe ~~specializes~~have inbeen ~~commercial~~advised ~~banking~~that ~~and~~under ~~auto~~its ~~lending~~usual ~~with~~procedures, ~~strong~~DTC ~~corporate~~will ~~banking~~mail ~~services.~~an It“omnibus ~~also~~proxy” ~~has~~to ~~strong~~us ~~franchises~~as insoon ~~residential~~as ~~mortgage~~possible ~~lending~~after ~~and~~the ~~retail~~record ~~banking, including checking and savings accounts~~date. ~~Most~~The ofomnibus ~~BBVAPR~~proxy ~~Bank~~assigns Cede’s ~~business~~consenting ~~activities~~or ~~are~~voting ~~with~~rights ~~customers~~to ~~located~~those ~~within~~participants ~~Puerto~~to ~~Rico.~~whose ~~BBVAPR~~accounts ~~Bank~~the ~~operates~~Notes anare ~~international~~credited ~~banking~~on ~~entity,~~the ~~Banco~~record ~~Bilbao~~date ~~Vizcaya~~identified ~~Argentaria~~in ~~Puerto~~a ~~Rico—Overseas,~~listing asattached ato ~~unit~~the ofomnibus ~~BBVAPR Bank~~proxy.

~~The~~Because ~~majority~~DTC ofcan ~~BBVAPR~~only ~~Bank’s~~act ~~loan~~on ~~portfolio~~behalf ~~consists~~ of ~~commercial~~participants, ~~and~~who ~~industrial~~in ~~loans,~~turn ~~residential mortgage~~act ~~loans,~~on ~~and~~behalf ~~auto~~of ~~loans.~~indirect ~~Commercial~~participants, ~~and~~the ~~industrial~~ability ~~loans~~of ~~are~~a ~~granted~~person tohaving ~~clients~~a beneficial interest in ~~diverse~~the ~~industries~~principal ~~and~~amount dorepresented ~~not~~by ~~have~~the aglobal ~~significant~~note ~~concentration~~to inpledge ~~any~~the ~~one~~interest ~~industry~~to persons or ~~customer.~~entities ~~The~~that ~~composition~~do ofnot ~~BBVAPR~~participate ~~Bank’s~~in ~~loan~~the ~~portfolio,~~DTC ~~excluding residential~~book-entry ~~mortgage~~system, ~~loans~~or ~~held~~otherwise ~~for~~take ~~sale,~~actions asin respect of ~~December 31~~that interest, ~~2011~~may ~~and~~be ~~2010~~affected ~~and~~by asthe lack of ~~June 30,~~a ~~2012~~physical iscertificate ~~as follows:~~evidencing its interest.

	AS OF DECEMBER 31,						AS OF JUNE 30,2012
	2011			2010
	(in thousands)
Commercial and industrial, including overdraft balances on demand deposits of $974, $5,926 and $595, respectively	$	1,286,620		$	1,069,054		$	1,293,670
Construction and commercial real estate		303,162			390,031			285,398
Residential mortgage		921,768			942,034			916,857
Auto loans		1,196,993			1,155,630			1,246,612
Consumer, including overdraft balances on demand deposits of $55, $66 and $103, respectively		242,653			239,892			245,623
Subtotal		3,951,196			3,796,641			3,988,160
Unearned interest		(289,362	)		(262,896	)		(308,127	)
Discount on residential mortgage loans		(3,948	)		(4,759	)		(3,497	)
Net deferred loan costs		9,472			9,381			9,460
Allowance for loan losses		(132,001	)		(163,354	)		(129,277	)
Total	$	3,535,357		$	3,375,013		$	3,556,719

DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange) only at the direction of one or more participants to whose account with DTC interests in the global note are credited and only in respect of such portion of the principal amount of the Notes represented by the global note as to which such participant has, or participants have, given such direction.

~~Commercial~~DTC ~~and~~has ~~industrial~~also ~~loans~~advised ~~include~~us ~~commercial~~as ~~credit~~follows: ~~lines~~DTC is a limited purpose trust company organized under the laws of the State of New York, ~~overdrafts~~a “banking organization” within the meaning of the New York Banking Law, ~~unsecured~~a ~~commercial~~member ~~loans~~of the Federal Reserve System, ~~and~~a ~~commercial~~“clearing ~~loans~~corporation” ~~secured~~within bythe ~~real~~meaning ~~estate~~of the Uniform Commercial Code, as amended, and ~~by other~~a ~~types~~“clearing agency” registered pursuant to the provisions of ~~collateral.~~Section 17A ~~These~~of ~~loans~~the ~~are~~Exchange ~~granted~~Act. ~~mainly~~DTC was created to ~~corporate~~hold ~~clients,~~securities tofor ~~automobile~~its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants. Participants include securities brokers and dealers, tobanks, ~~finance~~trust companies and clearing corporations and may include certain other organizations. Certain of such participants (or their ~~inventory~~representatives), together with other entities, own DTC. Indirect access to the ~~government~~DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to ~~small~~DTC and ~~medium~~its ~~sized~~direct ~~enterprises~~and indirect participants are on file with the SEC.

36The policies and procedures of DTC, which may change periodically, will apply to payments, transfers, exchanges and other matters relating to beneficial interests in the global note. We and the trustee have no

~~Table of Contents~~33

~~Index~~TABLE toOF ~~Financial Statements~~CONTENTS

~~Construction~~responsibility ~~and~~or ~~commercial~~liability ~~real~~for ~~estate~~any ~~loans~~aspect ~~include~~of ~~interim~~DTC’s ~~construction~~or any participants’ records relating to beneficial interests in the global note, ~~land~~including for payments made on the global note, and ~~permanent~~we ~~loans~~and ~~(rental properties)~~the trustee are not responsible for maintaining, supervising or reviewing any of those records.

~~Residential~~Calculation ~~mortgage~~Agent loans are loans secured with first and second mortgages on residential properties that are originated in compliance with the specific guidance established by BBVAPR’s mortgage loan policy in relation to conforming and nonconforming loans. BBVAPR Bank also obtains approval from the Federal National Mortgage Association and the Government National Mortgage Association for subsequent sale of eligible loans in the secondary market. During 2011 and 2010, BBVAPR Bank sold and securitized residential loans amounting to $89 million and $106 million, respectively, for gains amounting to $1.4 million and $0.6 million respectively. During the first half of 2012 and 2011, BBVAPR Bank sold and securitized residential loans amounting to $64 million and $42.9 million, respectively, for gains amounting to $1.7 million and $0.66 million, respectively.

~~Auto~~We ~~loans~~will ~~consist~~appoint ofa ~~financings~~calculation agent for the ~~purchase~~Notes prior to the commencement of ~~new~~the orfloating ~~used~~rate ~~motor~~period ~~vehicles~~and ~~for~~will ~~private~~keep ora ~~public~~record ~~use.~~of ~~These~~such ~~loans~~appointment ~~are~~at ~~granted~~our ~~mainly~~principal ~~through dealers~~offices, ~~authorized~~which ~~and~~will ~~approved~~be byavailable to any holder of the ~~auto~~Notes ~~credit~~upon ~~department~~request. ~~committee~~In addition, we or an affiliate of ~~BBVAPR~~ours ~~Bank~~may assume the duties of the calculation agent. We will act as the initial calculation agent.

~~Consumer~~The ~~loans~~Trustee ~~include retail products, such as personal loans, credit cards, and lines of credits, among others.~~

The ~~following~~trustee ~~table~~for ~~summarizes~~the ~~BBVAPR’s~~holders ~~net~~of ~~deposits~~Notes byissued ~~type~~under asthe Indenture is U.S. Bank Trust Company, National Association (“U.S. Bank Trust Company”). If an event of ~~June 30~~default with respect to the Notes occurs, ~~2012~~and is not cured, the trustee will be required to use the degree of care of a prudent person in the conduct of his or her own affairs in the exercise of its powers. The trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holders of the Notes, unless they have offered to the trustee security or indemnity satisfactory to the trustee.

	BALANCE
	(in millions)
Non-interest bearing demand deposits	$	709
Interest bearing savings and NOW accounts		996
Certificates of deposit		1,729
Total	$	3,434

U.S. Bank Trust Company, in the future, may be the trustee under other indentures pursuant to which we issue debt. Pursuant to the Trust Indenture Act of 1939, if a default occurs with respect to the securities of any series, the trustee will be required to eliminate any conflicting interest as defined in the Trust Indenture Act or resign as trustee with respect to the securities of that series within 90 calendar days of such default, unless such default were cured, duly waived or otherwise eliminated.

nFrom ~~Insurance~~time ~~Activities:~~to ~~BBVAPR’s~~time, ~~insurance~~we, ~~services~~and ~~are~~one ~~offered~~or ~~through~~more ~~BBVA~~of ~~Seguros~~our subsidiaries, ~~acting~~may asmaintain adeposit ~~general~~accounts ~~insurance~~and ~~agency~~conduct toother ~~sell~~banking ~~life~~transactions, ~~health,~~including ~~disability~~lending transactions, ~~title~~with ~~and~~U.S. ~~property~~Bank ~~and~~Trust ~~casualty~~Company ~~insurance~~in ~~products~~the inordinary ~~Puerto~~course ~~Rico~~of itbusiness. ~~mainly~~Additionally, ~~sells~~we ~~through~~maintain ~~BBVAPR’s~~banking ~~branch~~relationships ~~network~~with U.S. Bank Trust Company and ~~through~~its ~~referrals~~affiliates ~~from~~in the ~~auto~~ordinary ~~and~~course ~~mortgage~~of ~~businesses~~business. These banking relationships include U.S. Bank Trust Company serving as trustee under indentures involving certain of our trust preferred securities and ~~the~~our ~~BBVAPR~~outstanding ~~branch~~subordinated ~~network~~notes.

nPayment ~~Securities Brokerage. BBVAPR’s securities trading~~ and ~~brokerage~~Paying ~~services~~Agents are offered through BBVA. It is engaged in a single line of business as securities broker-dealer, which comprises several classes of services, including principal transactions, agency transactions, investment banking (including underwriting and agency services), and financial advisory services (including merger and acquisition and financial and restructuring services). BBVA Securities’ counterparties include broker-dealers, banks and other financial institutions. BBVA Securities has a clearing agreement with Pershing LLC pursuant to which Pershing LLC clears and executes the brokerage transactions of BBVA Securities’ customers on a fully disclosed basis with BBVA Securities assuming the obligations of any defaulting customer.

~~BBVA~~We ~~Securities~~will ispay aprincipal ~~member~~and ofinterest ~~FINRA~~on ~~and~~ the ~~Securities~~Notes ~~Investor~~at ~~Protection~~the ~~Corporation.~~corporate Ittrust ~~does~~office ~~not~~of ~~carry~~the ~~customer~~trustee ~~accounts~~or ~~and~~at isthe ~~accordingly~~office ~~exempt~~of ~~from~~any ~~the Customer~~paying ~~Protection~~agent ~~Rule~~that ~~(SEC~~we ~~Rule~~may ~~15c3-3)~~designate.

~~Market~~We ~~Area~~will ~~and~~pay ~~Competition.~~any ~~Like~~interest ~~Oriental,~~on the ~~main~~Notes ~~geographic~~to ~~business~~the ~~and~~registered ~~service area~~owner of ~~BBVAPR~~the isNotes inat ~~Puerto~~the ~~Rico~~close of business on the record date for the interest, ~~where~~except in the ~~banking~~case ~~market~~of defaulted interest. Interest payable at maturity of the Notes will be paid to the registered holder to whom principal is ~~highly~~payable. ~~competitive~~We may at any time designate additional paying agents or rescind the designation of any paying agent.

~~Employees.~~Any Asmoneys deposited with the trustee or any paying agent, or then held by us in trust, for the payment of ~~June~~the principal of and interest on any Note 30that remains unclaimed for two years after the principal or interest has become due and payable will, ~~2012~~at our request, ~~BBVAPR~~be ~~had approximately~~repaid 1to us,~~000~~ ~~employees~~or (if then held by us) be discharged from such trust. ~~None~~After ofrepayment ~~its~~to ~~employees~~us, isyou ~~represented~~are byentitled ato ~~collective~~seek ~~bargaining~~payment ~~group~~only orfrom ~~unions~~us as an unsecured general creditor.

37Tier 2 Capital

~~Table~~The ofnotes ~~Contents~~are intended to qualify as Tier 2 capital under the capital rules established by the Federal Reserve for bank holding companies that became effective January 1, 2014. The rules set forth specific criteria for instruments to qualify as Tier 2 capital. Among other things, the notes must:

~~Index~~• tobe ~~Financial Statements~~unsecured;

~~Unaudited~~• ~~Pro~~have ~~Forma~~a ~~Condensed~~minimum ~~Combined~~original ~~Financial~~maturity ~~Information~~of ~~Relating~~at toleast ~~the~~five ~~BBVAPR Acquisition~~ years;

~~The~~• following unaudited pro forma condensed combined financial information and explanatory notes show the impact of the BBVAPR Acquisition on the historical financial positions and results of operations of Oriental and BBVAPR under the purchase method of accounting. Under the purchase method of accounting, the assets and liabilities of BBVAPR will be ~~recorded~~subordinated byto ~~Oriental~~depositors at their respective fair values as of the date the BBVAPR Acquisition is completed. The unaudited pro forma condensed combined financial information combines the historical financial information of Oriental and ~~BBVAPR~~general ascreditors of ~~and for~~ the six-month period ended June 30, 2012, and for the year ended December 31, 2011. The unaudited pro forma condensed combined statement of financial condition as of June 30, 2012, assumes the BBVAPR Acquisition was completed on that date. The unaudited pro forma condensed combined statements of operations give effect to the BBVAPR Acquisition as if the BBVAPR Acquisition had been completed at the beginning of the earliest period presented, January 1, 2011. The BBVAPR Acquisition, which is targeted to be completed by year-end 2012, involves an aggregate purchase price of $500 million. Company;

~~The~~• ~~unaudited~~not ~~pro~~contain ~~forma~~provisions ~~condensed~~permitting ~~combined~~the ~~financial~~holders ~~information~~of ~~has been~~the ~~derived~~notes ~~from~~to ~~and~~accelerate ~~should~~payment beof ~~read~~principal inprior ~~conjunction~~to ~~with~~maturity except in the ~~following~~event ~~financial~~of ~~statements~~receivership, ~~included~~insolvency, ~~elsewhere~~liquidation or ~~incorporated~~similar byproceedings ~~reference~~of inthe ~~this~~Company ~~prospectus:~~or of the Bank;

~~n Oriental’s historical unaudited consolidated financial statements as of and for the six-month period ended June 30, 2012;~~34

nTABLE ~~Oriental’s~~OF ~~historical audited consolidated financial statements as of and for the year ended December 31, 2011;~~CONTENTS

n• ~~BBVAPR’s~~by ~~historical~~their ~~unaudited~~terms ~~combined~~be ~~financial~~callable ~~statements~~by the Company only after five years, unless there occurs (i) a Tax Event, (ii) a Tier 2 Capital Event or (iii) our being required to register as ofan ~~and~~investment ~~for~~company under the ~~six-month~~Investment ~~period~~Company ~~ended~~Act ~~June~~of 301940, ~~2012;~~as ~~and~~amended;

n• ~~BBVAPR’s~~not ~~historical~~contain ~~audited~~credit ~~combined~~sensitive ~~financial~~features, ~~statements~~such as ofan ~~and~~interest ~~for~~rate ~~the~~reset, ~~year~~based ~~ended~~in ~~December~~whole 31or in part, ~~2011.~~on the credit standing of the Company; and

~~The~~• ~~unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does~~ not ~~necessarily~~contain ~~indicate~~provisions permitting the ~~financial~~institution ~~results of~~to ~~the~~redeem ~~combined~~or ~~companies~~repurchase ~~had~~ the ~~companies~~notes ~~actually~~prior ~~been~~to ~~combined at~~ the ~~beginning~~maturity ofdate ~~each~~without ~~period~~prior ~~presented~~approval ~~nor should it be considered a prediction~~ of ~~future~~the ~~results.~~Federal ~~The~~Reserve, ~~adjustments~~unless ~~included~~they ~~in these unaudited pro forma condensed financial statements~~ are ~~preliminary~~replaced and may be revised, and such revisions may be material. The unaudited pro forma condensed combined financial information does not give effect to our approximately $1.8 billion deleveraging of the investment securities and wholesale funding portfolios planned in connection with ~~the~~an ~~BBVAPR~~equivalent ~~Acquisition.~~amount ~~The unaudited pro forma condensed combined financial information also does not consider any potential impacts~~ of ~~current~~other ~~market~~Tier ~~conditions~~2 oncapital ~~income,~~instruments ~~potential income enhancements, anticipated cost savings and expense efficiencies,~~ or ~~asset~~we ~~dispositions,~~can ~~among~~demonstrate ~~other~~to ~~factors. Further,~~ the ~~pro~~satisfaction ~~forma allocation~~ of the ~~purchase~~Federal ~~price~~Reserve ~~reflected~~that infollowing ~~the~~redemption, ~~unaudited~~we ~~pro~~will ~~forma~~continue ~~condensed combined financial information is subject~~ to ~~adjustment~~hold ~~and~~capital ~~may~~commensurate ~~vary~~with ~~significantly~~our ~~from the actual purchase price allocation that will be recorded at the time the BBVAPR Acquisition is completed~~risk.

38Governing Law

~~Table~~The Indenture and the Notes are governed by and construed in accordance with the laws of ~~Contents~~the State of New York.

~~Index to Financial Statements~~35

~~Unaudited~~TABLE ~~Pro~~OF ~~Forma Condensed Combined Statement of Financial Condition as of June 30, 2012~~ CONTENTS

	OFG		BBVAPR			PRO FORMAADJUSTMENTS				PRO FORMAOFGBEFORESTOCKISSUANCES		NETCAPITALRAISES		PRO FORMACOMBINEDOFG
	(In thousands)
ASSETS
Cash and cash equivalents	$	464,579	$	428,570		$	(500,000	)	A	$	393,149	$	141,095	$	534,244
Securities purchased under agreements to resell and federal funds sold		225,000		14,000			—				239,000		—		239,000
Investments:
Trading securities, at fair value		214		1,172			—				1,386		—		1,386
Investment securities available-for-sale, at fair value		2,612,839		593,263			—				3,206,102		—		3,206,102
Investment securities held-to-maturity, at amortized cost		895,500		3,110			4		I		898,614		—		898,614
Federal Home Loan Bank (FHLB) stock, at cost		22,868		16,674			—				39,542		—		39,542
Other investments		69		—			—				69		—		69
Total investments		3,531,490		614,219			4				4,145,713		—		4,145,713
Loans held-for-sale, at lower of cost or fair value		34,718		16,893			—				51,611		—		51,611
Loans held for investment, net of allowance for loan and lease losses		1,585,638		3,556,719			(107,596	)	C		5,034,761		—		5,034,761
Total loans, net		1,620,356		3,573,612			(107,596	)			5,086,372		—		5,086,372
FDIC shared-loss indemnification asset		359,767		—			—				359,767		—		359,767
Foreclosed real estate		31,631		62,740			—				94,371		—		94,371
Deferred tax asset, net		35,887		44,288			48,646		H		128,821		—		128,821
Premises and equipment, net		20,090		38,603			23,351		J		82,044		—		82,044
Derivative assets		11,367		9,661			—				21,028		—		21,028
Goodwill		2,701		116,353			(47,391	)	E		71,663		—		71,663
Core Deposit Intangibles		1,114		—			7,126		D		8,240		—		8,240
Other assets		71,666		100,465			(19,210	)	L		152,921		—		152,921
Total assets	$	6,375,648	$	5,002,511		$	(595,070	)		$	10,783,089	$	141,095	$	10,924,181
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits	$	2,222,942	$	3,438,301	M	$	16,738		F	$	5,677,981	$	—	$	5,677,981
Securities sold under agreements to repurchase and federal funds purchased		3,053,865		351,416	M		19,217		G		3,424,498		—		3,424,498
Other borrowings		286,653		398,692	M		1,461		G		686,806		—		686,806
Subordinated capital notes		36,083		117,000			(13,887	)	G		139,196		—		139,196
Derivative liabilities		56,217		9,582			—				65,799		—		65,799
Accrued expenses and other liabilities		27,686		66,779	M		2,142		K		96,607		—		96,607
Total liabilities		5,683,446		4,381,770			25,671				10,090,887		—		10,090,887

CERTAIN ERISA CONSIDERATIONS

39The following is a summary of certain considerations associated with the purchase and holding of the Notes by (1) employee benefit plans subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, which we refer to as “ERISA”, (2) plans, individual retirement accounts and other arrangements subject to Section 4975 of the Code, (3) plans subject to any federal, state, local, non-U.S. or other laws or regulations that are similar to Title I of ERISA or Section 4975 of the Code, which we collectively refer to as “Similar Laws”, and (4) entities whose underlying assets are considered to include “plan assets” of such employee benefit plans, plans or arrangements (each of which we call a “Plan”).

~~Table~~Each fiduciary of ~~Contents~~a Plan should consider the fiduciary standards of ERISA, to the extent applicable, or any applicable Similar Laws in the context of the Plan’s particular circumstances before authorizing an investment in the Notes. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA, to the extent applicable, or any applicable Similar Laws and would be consistent with the documents and instruments governing the Plan.

~~Index~~In addition, Section 406 of ERISA and Section 4975 of the Code prohibit Plans subject to ~~Financial~~such ~~Statements~~provisions, which we call “ERISA Plans”, from engaging in certain transactions involving “plan assets” with persons that are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code with respect to the ERISA Plan. A violation of these “prohibited transaction” rules may result in an excise tax or other liabilities under ERISA and/or Section 4975 of the Code for such persons, unless exemptive relief is available under an applicable statutory or administrative exemption. In addition, a fiduciary of the ERISA Plan that engages in a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

	OFG			BBVAPR		PRO FORMAADJUSTMENTS				PRO FORMAOFGBEFORESTOCKISSUANCES			NETCAPITALRAISES			PRO FORMACOMBINEDOFG
	(In thousands)
Stockholders’ equity:
Preferred stock		68,000			—		—				68,000			117,000	N		185,000
Common stock		47,842			166,852		(166,852	)	B		47,842			3,229	O		51,071
Additional paid-in capital		499,852			362,891		(362,891	)	B		499,852			20,866			520,718
Legal surplus		52,668			—		—				52,668			—			52,668
Retained earnings		83,982			80,077		(80,077	)	B		83,982			—			83,982
Treasury stock, at cost		(81,403	)		—		—				(81,403	)		—			(81,403	)
Accumulated other comprehensive income, net of tax		21,261			10,921		(10,921	)	B		21,261			—			21,261
Total stockholders’ equity		692,202			620,741		(620,741	)			692,202			141,095			833,297
Total liabilities and stockholders’ equity	$	6,375,648		$	5,002,511	$	(595,070	)		$	10,783,089		$	141,095		$	10,924,184

The acquisition or holding of the Notes by or on behalf of an ERISA Plan with respect to which OFG, an underwriter, the trustee or any of their respective affiliates is or becomes a party in interest or a disqualified person may constitute or result in prohibited transactions under ERISA or Section 4975 of the Code, unless the notes are acquired and held pursuant to and in accordance with an applicable exemption.

~~Statement~~The U.S. Department of ~~financial~~Labor ~~condition~~has ~~pro~~issued ~~forma~~prohibited ~~adjustments~~transaction asclass ofexemptions, ~~June 30~~or PTCEs, ~~2012~~that may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase, holding or disposition of the Notes. Those class exemptions include:

A• ~~Cash~~PTCE ~~consideration~~96-23 ~~paid~~— for ~~BBVAPR.~~certain transactions determined by in-house asset managers;

B• ~~Elimination~~PTCE of95-60 ~~BBVAPR~~— ~~capital~~for ~~accounts~~certain totransactions ~~recognize~~involving ~~the~~insurance ~~BBVAPR~~company ~~Acquisition~~general ~~under the purchase method of accounting.~~accounts;

C• ~~Elimination~~PTCE of91-38 ~~existing~~— ~~BBVAPR allowance~~ for ~~loan~~certain ~~and~~transactions ~~lease~~involving ~~losses~~bank ofcollective ~~$129~~investment ~~million and recording mark to market of loan portfolio.~~funds;

D• ~~Recording~~PTCE of90-1 ~~core~~— ~~deposit~~for ~~intangible.~~certain transactions involving insurance company pooled accounts; and

E• ~~Elimination~~PTCE of84-14 ~~$116~~— ~~million~~for incertain ~~BBVAPR~~transactions ~~existing~~determined ~~goodwill~~by ~~and~~independent ~~recording~~qualified ofprofessional ~~acquisition~~asset ~~goodwill as a result of the BBVAPR Acquisition~~managers.

FIn ~~Recording~~addition, ~~fair~~ERISA ~~value~~Section 408(b)(17) and Section 4975(d)(20) of ~~BBVAPR~~the ~~time~~Code ~~deposits.~~provides ~~Core~~an ~~deposits~~exemption ~~have~~for ~~been~~transactions ~~evaluated~~between an ERISA Plan and a party in interest or disqualified person, provided that the party in interest or disqualified person is not a fiduciary (or an affiliate) who has or exercises any discretionary authority or control with respect to ~~record~~the investment of the ERISA Plan assets involved in the transaction or renders investment advice with respect to those assets, and is a ~~core~~party ~~deposit~~in ~~intangible~~interest or disqualified person solely by reason of being a service provider to the ERISA Plan or having a relationship to a service provider to the ERISA Plan and provided, further, that the ERISA Plan pays no more, nor receives no less, than adequate consideration in connection with the transaction (the so-called “service provider exemption”). No assurance can be made that any such exemptions or any other exemption will be available, or that all of the conditions of any such exemptions or any other exemption will be satisfied, with respect to transactions involving the Notes.

GEmployee ~~Recording~~benefit ~~fair~~plans ~~value~~that ofare ~~BBVAPR~~governmental ~~repurchase~~plans ~~agreements~~(as defined in Section 3(32) of ERISA), ~~subordinated~~certain ~~capital~~church ~~notes~~plans (as defined in Section 3(33) of ERISA) and ~~other~~non-U.S. ~~borrowings~~plans (as described in Section 4(b)(4) of ERISA) are not subject to the requirements of ERISA or Section 4975 of the Code, but may be subject to Similar Laws.

HBecause ~~Recording~~of ~~net~~the ~~deferred~~possibility ~~tax~~that ~~asset~~direct ~~assuming~~or aindirect ~~tax-free~~prohibited ~~merger~~transactions ~~through~~or aviolations ~~stock~~of ~~acquisition.~~Similar InLaws acould ~~tax-free~~occur ~~merger,~~as ~~BBVAPR~~a ~~would~~result ~~not~~of ~~recognize~~the ~~taxable~~purchase, ~~gain~~holding or ~~loss~~disposition onof the ~~BBVAPR~~Notes ~~Acquisition~~by ~~date.~~a ~~Therefore~~Plan, the ~~tax~~Notes ~~basis~~may ofnot ~~assets~~be ~~acquired~~purchased ~~and~~by ~~liabilities assumed will carry over to Oriental without consideration of fair value adjustments.~~

~~I Recording mark to market adjustment of BBVAPR held to maturity securities.~~36

JTABLE ~~Recording~~OF ~~fair value of BBVAPR premises.~~CONTENTS

Kany ~~Adjustment~~Plan, or any person investing on behalf of ~~income~~or ~~tax~~with ~~payable~~the ~~for~~assets ~~net~~of ~~operating~~any ~~loss~~Plan, ~~carry~~unless ~~forward~~its ~~limitations.~~purchase, ~~Net~~holding ~~deferred~~and ~~tax~~disposition ~~asset~~of isthe ~~also~~Notes ~~adjusted~~will ~~for~~not ~~this~~constitute ~~amount~~or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any Similar Laws.

LAny ~~Elimination~~purchaser ofor ~~accrued~~holder ~~interest~~of ~~receivable~~the ~~since~~Notes itor isany ~~part~~interest ofin the ~~mark~~Notes will be deemed to ~~market~~have represented by its purchase and holding of ~~loan~~the ~~valuation.~~Notes that either:

M• ~~Accrued~~it ~~interest~~is ~~payable~~not ~~was~~a ~~reclassified~~Plan ~~into~~and ~~deposits,~~is ~~securities~~not ~~sold~~purchasing ~~under~~the ~~agreements~~Notes toor ~~repurchase~~interest ~~and~~in ~~federal~~the ~~funds~~Notes ~~purchased,~~on ~~and~~behalf ~~other~~of ~~borrowings~~or towith ~~conform~~the toassets ~~Oriental’s~~of ~~presentation.~~any Plan; or

N• ~~Assuming~~its ~~that $33 million in Preferred Stock pursuant to this offering was issued at a~~ purchase ~~price of $25.00 per share~~, ~~the~~holding ~~liquidation value~~ and ~~that~~disposition ~~the~~of ~~BBVAPR Acquisition was consummated on June 30, 2012. Prior to~~ the ~~actual~~Notes ~~consummation~~or ofinterest ~~the~~in ~~BBVAPR Acquisition,~~ the ~~Preferred~~Notes ~~Stock~~ will benot ~~included~~constitute asor ~~temporary~~result ~~equity~~in ~~based~~a ~~on the provision of ASU 2009~~non-04exempt ~~because~~prohibited ittransaction ~~has~~under aERISA ~~contingent~~or ~~redemption feature that is not fully within~~ the ~~control~~Code ofor ~~the~~a ~~Company.~~violation ~~The contingent redemption feature is the requirement that the Company redeem all the shares~~ of ~~Preferred~~any ~~Stock~~Similar ~~upon termination of the BBVAPR Acquisition Agreement, which obligation is subject to regulatory approval if required under 12 CFR 225~~Laws.4.

ODue ~~Assuming~~to ~~that~~the ~~$33~~complexity ~~million~~of these rules and the penalties imposed upon persons involved in ~~Common~~non-exempt ~~Stock~~prohibited ~~was~~transactions, ~~issued~~it atis aimportant that any person considering the purchase ~~price~~of the Notes on behalf of ~~$10.22~~or with the assets of any Plan consult with its counsel regarding the consequences under ERISA, the ~~last~~Code ~~sale~~and ~~price~~any applicable Similar Laws of ~~our~~the ~~Common~~acquisition, ~~Stock~~ownership onand disposition of the ~~NYSE~~Notes, onwhether ~~October~~any 15exemption would be applicable, ~~2012~~and whether all conditions of such exemption would be satisfied such that the acquisition and holding of the Notes by the Plan would be entitled to full exemptive relief thereunder.

40Nothing herein will be construed as, and the sale of the Notes to a Plan is in no respect, a representation or advice by us or the underwriters (or any of our or their affiliates or representatives) as to whether any investment in the Notes would meet any or all of the relevant legal requirements with respect to investment by, or is appropriate for, Plans generally or any particular Plan. The foregoing discussion is merely a summary and should not be construed as legal advice or as complete in all relevant respects.

~~Table~~This summary is based upon ERISA, the Code and the related regulations, and administrative and judicial interpretations thereof, all as of ~~Contents~~the date hereof and all of which are subject to change, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements in this summary.

~~Index to Financial Statements~~37

~~Unaudited~~TABLE ~~Pro~~OF ~~Forma Condensed Combined Statements of~~ CONTENTS

~~Operations~~MATERIAL ~~for~~U.S. ~~the~~FEDERAL ~~Six-Month~~INCOME ~~Period~~TAX ~~Ended~~CONSIDERATIONS ~~June 30, 2012~~

	OFG			BBVAPR		PRO FORMAADJUSTMENTS				PRO FORMACOMBINEDOFG
	(In thousands)
Interest income:
Loans	$	77,229		$	118,019	$	40,159		D	$	235,407
Investments		53,479			7,373		—				60,852
Total interest income		130,708			125,392		40,159				296,259
Interest expense:
Deposits		17,210			19,080		(2,790	)	D		33,500
Securities sold under agreements to repurchase		34,156			8,315		(5,301	)	D		37,170
Other borrowed funds		6,754			7,321		(703	)	D		13,372
Subordinated capital notes		649			1,220		2,777		D		4,646
Total interest expense		58,769			35,936		(6,017	)			88,688
Net interest income		71,939			89,456		46,176				207,571
Provision for loan and lease losses, net		15,424			17,000		—				32,424
Net interest income after provision for loan and lease losses		56,515			72,456		46,176				175,147
Non-interest income		30,181			26,575		—				56,756
Non-interest expense:
Compensation and employee benefits		21,550			24,863		—				46,413
Professional and service fees		10,442			9,616		—				20,058
Occupancy and equipment		8,455			9,865						18,320
Insurance		3,262			3,874		—				7,136
Other		14,383			23,603		940		A, B		38,926
Total non-interest expense		58,092			71,821		940				130,853
Income before income taxes		28,604			27,210		45,236				101,050
Income tax expense		2,994			7,553		13,571		C		24,118
Net income		25,610			19,657		31,665				76,932
Less: Dividends on preferred stock		(2,401	)		—		(4,838	)			(7,239	)
Income available to common shareholders	$	23,209		$	19,657	$	26,827			$	69,693
Income per common share:
Basic	$	0.57		$	—	$	1.02		E	$	1.58
Diluted	$	0.57		$	—	$	0.86		E, F	$	1.43
Average common shares outstanding		40,873			—		3,113		E		43,986
Average common shares outstanding and equivalents		40,986			—		10,251		E, F		51,237

General

~~Statement~~The following is a general summary of ~~operations~~certain ~~pro~~material ~~forma~~U.S. ~~adjustments~~federal income tax consequences of the ownership and disposition of the Notes applicable to U.S. holders (as defined below) who acquire Notes pursuant to this offering at their original “issue price” (the first price at which a substantial amount of the notes is sold for cash (excluding sales to bond houses, brokers, or similar persons or organizations acting in the ~~six-month~~capacity ~~period~~of ~~ended~~underwriters, ~~June 30~~placement agents or wholesalers)). This summary is based on the Internal Revenue Code of 1986, ~~2012~~as amended, which we refer to as the “Code,” U.S. Treasury regulations promulgated thereunder, judicial opinions, published positions of the IRS and other applicable authorities, each as of the date hereof. These authorities are subject to change or differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the accuracy of the statements and conclusions set forth herein.

AThis ~~Incremental~~summary ~~amortization~~is for general information only and does not address all aspects of ~~core~~U.S. ~~deposit~~federal ~~intangible~~income ~~using~~taxation anthat ~~accelerated~~may be relevant to a particular investor in light of that investor’s individual circumstances, nor does it address the effects of any state, local or non-U.S. tax laws or any U.S. federal estate, gift, generation-skipping transfer or alternative minimum tax considerations. This discussion deals only with Notes held as “capital assets” within the meaning of Section 1221 of the Code, and it does not purport to be applicable to holders subject to special rules, such as banks, financial institutions, insurance companies, tax-exempt entities, grantor trusts, dealers in securities or currencies, traders in securities that elect the mark-to-market method ~~over~~of accounting for their securities holdings, U.S. holders whose “functional currency” is not the U.S. dollar, entities classified as partnerships for U.S. federal income tax purposes or other flow-through entities or arrangements (and investors therein), subchapter S corporations, retirement plans, individual retirement accounts or other tax-deferred accounts, controlled foreign corporations, real estate investment trusts, regulated investment companies or passive foreign investment companies for U.S. federal income tax purposes, certain former citizens or long-term residents of the United States subject to U.S. federal income tax as expatriates, persons holding the Notes through a ~~useful~~“hybrid ~~life~~entity” or persons holding the notes as a hedge against currency risks, as a position in a “straddle” or as part of ~~ten~~a ~~years~~“wash sale,” “hedging,” “conversion,” “constructive sale” or “integrated” transaction for U.S. federal income tax purposes, persons who are not U.S. holders and persons required to accelerate the recognition of any item of gross income with respect to the Notes as a result of such income being recognized on an applicable financial statement. This summary does not address the tax considerations that may be relevant to subsequent purchasers of the Notes and does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 nor any considerations with respect to any withholding required pursuant to the Foreign Account Tax Compliance Act of 2010 (including the Treasury regulations promulgated thereunder and intergovernmental agreements entered in connection therewith). This discussion assumes that the Notes will be treated as debt instruments for U.S. federal income tax purposes.

BIf ~~Additional~~a ~~depreciation~~partnership ~~expense~~or an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Notes, the tax treatment of ~~premises~~a ~~valuation~~partner ~~mark~~in upthe ~~adjustment~~partnership ~~over~~or 40an ~~years~~equity interest owner of such other entity will generally depend upon the status of the person and the activities of the partnership or other entity treated as a partnership. Thus, persons who are partners in a partnership or equity interest owners of another entity treated as a partnership holding any of the Notes should consult their own tax advisors. We have not sought and will not seek any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in this discussion, and there can be no assurance that the IRS will agree with such statements and conclusions.

CTHIS ~~Income~~SUMMARY ~~tax~~OF ~~expense~~U.S. ~~assumes~~FEDERAL anINCOME ~~effective~~TAX ~~tax~~ISSUES ~~rate~~IS ofFOR ~~30%,~~GENERAL aINFORMATION ~~tax~~ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSIDERATIONS FOR U.S. AND NON-~~free~~U.S. ~~merger~~HOLDERS ~~and~~RELATING anTO ~~acquisition~~THE ofOWNERSHIP ~~shares~~AND DISPOSITION OF THE NOTES. PROSPECTIVE HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, FOREIGN INCOME, ESTATE AND OTHER TAX LAWS OR ANY TAX TREATY.

DThe ~~Interest~~terms ~~income has been adjusted to reflect the amortization~~ of the ~~accounting~~Notes ~~adjustment~~provide ~~related~~for topayments ~~the~~by ~~difference~~us ~~between~~in ~~the~~excess ~~fair value~~ of ~~acquired~~stated ~~loans~~interest ~~and~~or ~~the~~principal, ~~loans’~~or ~~par~~prior ~~value.~~to ~~These~~their ~~loans~~scheduled ~~will~~payment bedates, ~~accounted for either~~ under ~~the~~certain ~~provisions of ASC 310-30 or ASC 310-20 based on the credit quality and risk characteristics of the acquired loans~~circumstances. The ~~amortization~~possibility ~~presented~~of ~~herein~~such ~~assumes~~payments ~~that~~may ~~all~~implicate ~~acquired~~special ~~loans~~rules ~~are accounted for~~ under ~~the~~U.S. ~~provisions~~Treasury ofregulations ~~ASC~~governing ~~310-20,~~“contingent ~~where~~payment ~~the~~debt ~~difference~~instruments.” ~~between~~According ~~the~~to ~~fair value of the acquired loans and the loans’ par value is amortized into interest income, and the pro forma provision for loan losses does not include any adjustments for credit losses, including~~ those ~~Oriental has taken into account in estimating the loans’ fair value~~U. ~~Credit losses will reduce future period’s net income as they are incurred~~S. ~~Upon~~Treasury ~~and~~regulations, ~~subsequent to~~ the ~~BBVAPR~~possibility ~~Acquisition, with respect to loans~~ that ~~are~~such topayments beof ~~accounted~~excess ~~under~~or ~~ASC~~accelerated ~~310-20,~~amounts we will ~~measure~~be ~~the~~made ~~effects~~will ofnot ~~credit~~affect ~~losses following~~ the ~~provisions~~amount of ~~ASC~~income ~~310-10~~a ~~and~~holder ~~ASC~~recognizes ~~450-20~~in toadvance of the ~~acquired~~payment ~~portfolio~~ of ~~loans.~~such ~~With~~excess ~~respect~~or toaccelerated ~~loans~~amounts ~~that~~if ~~are~~there tois beonly ~~accounted~~a ~~for~~remote ~~under~~chance ~~the~~as ~~provisions~~ of ~~ASC~~the ~~310-30,~~date the ~~interest~~Notes ~~income~~are ~~will~~issued ~~accrete~~that ~~from~~such ~~the~~payments ~~fair~~will ~~value~~be ofmade. ~~the~~We ~~acquired~~intend ~~loans~~ to ~~the~~take ~~expected cash flows and then~~ the ~~credit~~position ~~losses~~that ~~would be based on~~ the ~~changes~~likelihood tothat such ~~expected cash flows subsequent to the acquisition as prescribed in ASC 310-30.~~

Interest expense has been adjusted to reflect the amortization of the accounting adjustment related to current interest rates with respect to deposits and other liabilities for borrowed money being acquired. The adjustment relates to the difference between the fair value of these liabilities and their principal amount at maturity.38

ETABLE ~~Assuming~~OF ~~that $33 million in Common Stock was issued on January 1, 2011 at a purchase price of $10.22, the closing price of our Common Stock on the NYSE on October 15, 2012.~~CONTENTS

Fpayments ~~Assuming~~will ~~$84~~be ~~million~~made is remote within the meaning of the applicable U.S. Treasury regulations. Our position that these contingencies are remote is binding on a holder unless such holder discloses its contrary position to the IRS in ~~Series~~the Cmanner ~~Convertible~~required ~~Preferred~~by ~~Stock~~applicable ~~was~~U.S. ~~issued~~Treasury regulations. Our position is not, however, binding on ~~January~~the 1IRS, ~~2011~~and if the IRS were to challenge this position successfully, a holder might be required to, among other things, accrue interest income based on a projected payment schedule and comparable yield, which may be in excess of stated interest, and treat as ordinary income rather than capital gain any income realized on the taxable disposition of a Note. In the event a contingency described above occurs, it could affect the amount, timing and character of the income or loss recognized by a holder. Prospective holders should consult their own tax advisors regarding the tax consequences if the Notes were treated as contingent payment debt instruments. The remainder of this discussion assumes that the Notes will not be considered contingent payment debt instruments.

41U.S. Holders of the Notes

~~Table~~As used in this discussion, the term “U.S. holder” means a holder that is a beneficial owner of ~~Contents~~a Note and that is, for U.S. federal income tax purposes:

~~Index~~• toan ~~Financial~~individual ~~Statements~~who is a citizen or resident of the United States;

~~Unaudited~~• ~~Pro~~a ~~Forma~~corporation ~~Condensed~~(or ~~Combined~~any ~~Statement~~other ofentity ~~Operations~~treated as a corporation for U.S. federal income tax purposes) created or organized in or under the ~~Year~~laws ~~Ended~~of ~~December 31~~the United States, ~~2011~~ any state thereof or the District of Columbia (and certain non-U.S. entities taxed as U.S. corporations under specialized sections of the Code);

	OFG			BBVAPR		PRO FORMAADJUSTMENTS				PRO FORMACOMBINEDOFG
	(In thousands)
Interest income:
Loans	$	135,998		$	231,408	$	80,318		D	$	447,724
Investments		161,030			14,216		—				175,246
Total interest income		297,028			245,624		80,318				622,970
Interest expense:
Deposits		45,645			35,857		(5,579	)	D		75,923
Securities sold under agreements to repurchase		93,279			23,307		(10,604	)	D		105,982
Other borrowed funds		16,431			17,283		(1,406	)	D		32,308
Subordinated capital notes		1,231			3,042		5,554		D		9,827
Total interest expense		156,586			79,489		(12,035	)			224,040
Net interest income		140,442			166,135		92,353				398,930
Provision for loan and lease losses, net		13,813			31,050		—				44,863
Net interest income after provision for loan and lease losses		126,629			135,085		92,353				354,067
Non-interest income		30,989			49,501		—				80,490
Non-interest expense:
Compensation and employee benefits		45,552			48,209		—				93,761
Professional and service fees		21,742			18,387		—				40,129
Occupancy and equipment		17,407			20,178						37,585
Insurance		6,642			7,689		—				14,331
Other		30,959			39,435		1,879		A, B		72,273
Total non-interest expense		122,302			133,898		1,879				258,079
Income before income taxes		35,316			50,688		90,474				176,478
Income tax expense		866			16,763		27,142		C		44,771
Net income		34,450			33,925		63,332				131,707
Less: Dividends on preferred stock		(4,802	)		—		(9,675	)			14,477
Income available to common shareholders	$	29,648		$	33,925	$	53,657			$	117,230
Income per common share:
Basic	$	0.67		$	—	$	1.80		E	$	2.47
Diluted	$	0.67		$	—	$	1.60		E, F	$	2.27
Average common shares outstanding		44,433			—		3,113		E		47,546
Average common shares outstanding and equivalents		44,524			—		10,251		E, F		54,775

•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

~~Statement~~• a trust, if it (1) is subject to the primary supervision of ~~operations~~a ~~pro~~court ~~forma~~within ~~adjustments~~the ~~for~~United States and one or more U.S. persons have authority to control all substantial decisions of the ~~year~~trust ~~ended~~or ~~December 31,~~(2) ~~2011~~has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.

AInterest ~~Incremental~~on ~~amortization~~the Notes. It is expected, and this discussion assumes, that the Notes will be issued with less than a statutorily defined de minimis amount of ~~core~~original ~~deposit~~issue ~~intangible~~discount ~~using~~for anU.S. ~~accelerated~~federal ~~method~~income ~~over~~tax purposes. Accordingly, a ~~useful~~U.S. ~~life~~holder will generally be required to recognize as ordinary income any interest paid or accrued on the Notes in accordance with its regular method of ~~ten~~accounting ~~years~~for U.S. federal income tax purposes.

BDisposition ~~Additional~~of ~~depreciation~~Notes. ~~expense~~Upon the sale, exchange, redemption, retirement or other taxable disposition of ~~premises~~a ~~valuation~~Note, ~~mark~~a upU.S. ~~adjustment~~holder ~~over~~generally 40will ~~years~~recognize taxable gain or loss equal to the difference, if any, between the amount realized on the sale, exchange, redemption, retirement or other taxable disposition (except to the extent of accrued but unpaid interest, which will be taxable as ordinary income) and such holder’s adjusted tax basis in the note. A U.S. holder’s adjusted tax basis in a note generally will be equal to the amount that such U.S. holder paid for the note. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if at the time of the disposition a U.S. holder has held the note for more than one year. Long-term capital gains of non-corporate U.S. holders are generally subject to tax at preferential rates. The deductibility of capital losses is subject to limitations.

CInformation ~~Income~~Reporting ~~tax~~and ~~expense~~Backup ~~assumes~~Withholding. anInformation ~~effective~~reporting ~~tax~~requirements ~~rate~~generally will apply in connection with payments of ~~30%~~interest on the Notes to, and the proceeds from a ~~tax~~sale, exchange or other disposition of the Notes by, non-~~free~~corporate ~~merger~~U.S. holders. Under the Code and applicable U.S. Treasury regulations, a U.S. holder may be subject to backup withholding with respect to any payments on the notes, or the proceeds of a sale, exchange, redemption, retirement or other taxable disposition of the notes, unless such U.S. holder (a) comes within certain exempt categories and, when required, demonstrates this fact in the manner required, or (b) within a reasonable period of time, provides a correct taxpayer identification number, certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules. Backup withholding is not an ~~acquisition~~additional tax. The amount of ~~shares~~any backup withholding from a payment to a U.S. holder will generally be allowed as a credit against such U.S. holder’s U.S. federal income tax liability and may entitle such U.S. holder to a refund, provided that the required information is timely furnished to the IRS.

DTHE ~~Interest~~FOREGOING ~~income~~SUMMARY ~~has~~DOES ~~been~~NOT ~~adjusted~~DISCUSS toALL ~~reflect~~ASPECTS ~~the~~OF ~~amortization of the accounting adjustment related to the difference between the fair value of acquired loans and the loans’ par value~~U. ~~These loans will be accounted for either under the provisions of ASC 310-30 or ASC 310-20 based on the credit quality and risk characteristics of the acquired loans~~S. ~~The~~FEDERAL ~~amortization~~INCOME ~~presented~~TAXATION ~~herein~~THAT ~~assumes~~MAY ~~that~~BE ~~all~~RELEVANT ~~acquired~~TO ~~loans~~INVESTORS ~~are~~IN ~~accounted~~LIGHT ~~for~~OF ~~under~~THEIR ~~the~~PARTICULAR ~~provisions~~CIRCUMSTANCES ofAND ~~ASC~~INCOME ~~310-20,~~TAX where the difference between the fair value of the acquired loans and the loans’ par value is amortized into interest income, and the pro forma provision for loan losses does not include any adjustments for credit losses, including those Oriental has taken into account in estimating the loans’ fair valueSITUATION. ~~Credit~~INVESTORS ~~losses~~SHOULD ~~will~~CONSULT ~~reduce~~THEIR ~~future~~OWN ~~period’s~~TAX ~~net~~ADVISORS ~~income~~AS asTO ~~they~~THE ~~are~~SPECIFIC ~~incurred.~~TAX ~~Upon~~CONSEQUENCES ~~and~~THAT ~~subsequent~~WOULD toRESULT ~~the~~FROM ~~BBVAPR~~THEIR ~~Acquisition,~~OWNERSHIP ~~with~~AND ~~respect~~DISPOSITION toOF ~~loans~~THE ~~that are to be accounted under ASC 310-20~~NOTES, weINCLUDING ~~will~~THE ~~measure~~APPLICATION ~~the~~AND ~~effects~~EFFECT ofOF ~~credit losses following the provisions of ASC 310-10 and ASC 450-20 to the acquired portfolio of loans. With respect to loans that are to be accounted for under the provisions of ASC 310-30~~STATE, ~~the~~LOCAL ~~interest~~AND ~~income~~OTHER ~~will~~TAX ~~accrete~~LAWS ~~from~~AND ~~the~~THE ~~fair~~POSSIBLE ~~value~~EFFECTS ofOF ~~the~~CHANGES ~~acquired~~IN ~~loans~~FEDERAL toOR ~~the~~OTHER ~~expected~~TAX ~~cash flows and then the credit losses would be based on the changes to such expected cash flows subsequent to the acquisition as prescribed in ASC 310-30~~LAWS.

ETABLE ~~Assuming~~OF ~~that $33 million in Common Stock was issued on January 1, 2011 at a purchase price of $10.22, the closing price of our Common Stock on the NYSE on October 15, 2012.~~CONTENTS

FMATERIAL ~~Assuming~~PUERTO ~~$84~~RICO ~~million~~INCOME inTAX ~~Series~~CONSIDERATIONS ~~C Convertible Preferred Stock was issued on January 1, 2011.~~

42General

~~Table~~The following discussion summarizes the material Puerto Rico income tax considerations relating to the purchase, ownership and disposition of ~~Contents~~the Notes. This summary is based on the Puerto Rico Internal Revenue Code of 2011, as amended, which we refer to as the “PR Code”, PR Treasury regulations promulgated thereunder, judicial opinions, published positions of the Puerto Rico Treasury Department (“PR Treasury”) and other applicable authorities, each as of the date hereof. These authorities are subject to change or differing interpretations (possibly with retroactive effect), and any such change or interpretation could affect the accuracy of the statements and conclusions set forth herein.

~~Index~~This todiscussion ~~Financial~~deals ~~Statements~~only with Notes held by a holder who purchases the Notes upon initial issuance and holds them as capital assets within the meaning of Section 1034.01 of the PR Code (i.e., generally property held for investment). This discussion does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than Puerto Rico, any Puerto Rico estate or gift tax, or Puerto Rico alternative minimum tax or alternate basic tax considerations.

~~Note~~The 1:following ~~Basis~~discussion does not intend to cover all aspects of ~~Presentation~~Puerto Rico income taxation that may be relevant to a purchaser of Notes in light of the purchaser’s particular circumstances, or to purchasers subject to special rules of taxation, such as banks, financial institutions, insurance companies, tax-exempt entities, retirement plans, individual retirement accounts or other tax-deferred accounts, “Special Partnerships,” “Corporations of Individuals”, partnerships, flow-through entities, registered investment companies, real estate investment trusts, grantor trusts, estates and trusts.

~~The~~For ~~unaudited~~purposes ~~pro forma condensed combined financial information has been prepared using the purchase method~~ of ~~accounting, giving effect to~~ the ~~BBVAPR~~discussion ~~Acquisition as if it had occurred~~below, ~~with~~a ~~respect~~“Puerto toRico ~~the unaudited~~corporation” ~~pro~~is ~~forma~~a ~~condensed~~corporation ~~combined~~organized ~~statements~~under ~~of operations, as of~~ the ~~beginning~~laws of ~~the~~Puerto ~~earliest~~Rico ~~period presented, January 1, 2011,~~ and ~~with~~a ~~respect~~“foreign tocorporation” ~~the unaudited pro forma condensed combined statement of financial condition, as of June 30, 2012. The unaudited pro forma condensed combined financial information~~ is ~~presented~~a ~~for~~corporation ~~illustrative~~organized ~~purposes~~under ~~only and is not necessarily indicative of~~ the ~~results~~laws of ~~operations~~a orjurisdiction ~~financial~~other ~~position~~than ~~had~~Puerto ~~the~~Rico. ~~BBVAPR~~Corporations ~~Acquisition~~organized ~~been consummated~~under at the ~~beginning~~laws of the ~~period~~United ~~presented,~~States ~~nor is it necessarily indicative of the results of operations in future periods~~ or ~~the~~any ~~future financial position~~ of the ~~combined~~states ~~entities. Certain historical financial information~~ of ~~BBVAPR has been reclassified to conform to~~ the ~~condensed~~United ~~presentation~~States in the unaudited pro forma condensed combined financial statements. The BBVAPR Acquisition, which is targeted to be completed by year-end 2012, is subject to regulatory approval. The unaudited pro forma condensed combined financial information includes preliminary estimated adjustments to record assets and liabilities of BBVAPR at their respective fair values and represents management’s best estimates based on available information. The pro forma adjustments included herein are ~~subject~~considered to“foreign ~~updates,~~corporations” ~~which~~for ~~could~~Puerto beRico material, as additional information becomes available and as additional analyses are performed. The final allocation of the purchase price will be determined after the BBVAPR Acquisition is completed and after completion of additional analyses to determine the fair value of BBVAPR’s tangible and identifiable intangible assets and liabilities as of the date of the Closing of the BBVAPR Acquisition. Increases or decreases in the estimated fair values of the net assets, commitments, executory contracts, and other items of BBVAPR as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income ~~due~~tax ~~to adjustments in yield and/or amortization of the adjusted assets or liabilities~~purposes. Any changes to BBVAPR’s stockholder’s equity, including results of operations from July 1, 2012, through the date the BBVAPR Acquisition is completed, will also change the amount of goodwill recorded.

~~The~~This ~~unaudited~~discussion ~~pro~~assumes ~~forma~~that ~~condensed~~the ~~combined~~Notes ~~statement~~will ofbe ~~financial~~treated ~~condition~~as ~~also~~debt ~~includes~~instruments ~~the~~for ~~effects~~Puerto ofRico ~~Oriental’s~~income ~~issuance~~tax ofpurposes. ~~the~~We ~~Series~~will Cnot ~~Convertible Preferred~~seek ~~Stock~~a onruling ~~July 3,~~from ~~2012,~~the ~~its~~PR ~~offering~~Treasury ofwith ~~Common~~respect ~~Stock expected~~ to ~~price~~any ~~shortly~~matters ~~before~~discussed in this ~~offering~~section, and ~~this~~we ~~offering.~~cannot ~~See~~assure ~~Note~~you 4that ~~below.~~the ~~The~~PR ~~pro~~Treasury ~~forma~~will ~~adjustments~~not ~~include~~challenge ~~assumptions~~one ~~regarding~~or ~~the~~more ~~amounts~~ of ~~capital~~the totax beconsequences ~~raised~~described ~~in this offering, and amounts actually raised in this offering may differ~~below.

~~Note~~THIS 2:SUMMARY ~~Accounting~~OF ~~Policies~~PUERTO ~~and~~RICO ~~Financial~~INCOME ~~Statement~~TAX ~~Classifications~~ ISSUES IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSIDERATIONS RELATED TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES. PROSPECTIVE HOLDERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL, FOREIGN INCOME, ESTATE AND OTHER TAX LAWS OR ANY TAX TREATY.

~~The~~Taxation ~~accounting policies~~ of ~~BBVAPR~~Interest ~~are~~Paid ~~in the process of being reviewed in detail by Oriental. Upon completion of such review, conforming adjustments~~ or ~~financial~~Accrued statement reclassifications may be necessary. For example, the loss emergence periods used for various loan product classes, the estimated probability of default, the loss given default and the asset quality ratings assigned to specific credits used by BBVAPR may differ from those used by Oriental and may require conforming adjustments. Further, other conforming adjustments could be determined based on the ~~accounting~~Notes ~~policy review.~~

43General

~~Table~~A holder of ~~Contents~~the Notes using the accrual method of accounting to determine its taxable income will be required to recognize the interest income accrued on the Notes in the holder’s taxable year in which such interest accrues. The subsequent receipt of payments of interest previously accrued shall not constitute taxable income when received by such accrual basis holder.

~~Index~~A holder of the Notes using the cash basis method of accounting to ~~Financial~~determine ~~Statements~~its taxable income will be required to recognize the interest income on the Notes in the holder’s taxable year in which such interest is actually or constructively received by the holder thereof.

~~Note~~The 3:following ~~Prospective~~discussion ~~Pre-Tax~~regarding ~~Income~~the ~~Effect~~income taxation of interest on the Notes received by individuals not residents of Puerto Rico (except United States citizens not residents of Puerto Rico) and foreign corporations not engaged in a trade or business in Puerto Rico assumes that the interest will constitute income from sources within Puerto Rico. Generally, for Puerto Rico income tax purposes, the ~~Accounting~~interest ~~Adjustments~~paid ~~Affecting~~or accrued on indebtedness issued by a Puerto Rico corporation, such as OFG Bancorp, will constitute income from sources within Puerto Rico unless the ~~Acquisition~~corporation derived less than 20% of ~~BBVAPR~~ its gross income from sources within Puerto Rico for the three taxable years

The unaudited pro forma condensed combined statement of operations includes adjustments to estimate the amortization of the accounting adjustment related to current interest rates and spreads. The following table presents the estimated increase (decrease) on pre-tax income from the purchase accounting adjustments for five years related to this amortization. The following table does not include further adjustments for credit losses that Oriental may need to make subsequent to the BBVAPR Acquisition. Any further adjustments for credit losses may cause pre-tax income to be lower than amounts estimated below. Upon and subsequent to the BBVAPR Acquisition, with respect to loans that are to be accounted under ASC- 31-20, we will measure the effects of credit losses following the provisions of ASC 310-10 and ASC 450-20 to the acquired to the acquired portfolio of loans. With respect to loans that are to be accounted for under the provisions of ASC 310-30, the interest income will accrete from the fair value of the acquired loans to the expected cash flows and then the credit losses would be based on the changes to such expected cash flows subsequent to the acquisition as prescribed in ASC 310-30. The amounts for Year 1 agree with the pro forma adjustments in the unaudited pro forma condensed combined statement of operations. 40

	YEAR 1		YEAR 2		YEAR 3			YEAR 4			YEAR 5
Loans	$	80,318	$	35,085	$	78,049			$4,636		$	6,870
Deposits		5,579		4,464		3,348			2,232			1,116
Borrowings		6,455		2,240		(570	)		(1,389	)		—
	$	92,352	$	41,789	$	80,827			$5,479		$	7,986

TABLE OF CONTENTS

~~Note~~preceding 4:the ~~Capital~~year ~~Issuance~~of payment of the interest. OFG Bancorp has represented that it has derived more than 20% of its gross income from Puerto Rico sources on an annual basis since its incorporation in 1996 and expects to continue to derive in the future more than 20% of its gross income will be from Puerto Rico sources on an annual basis. However, there can be no assurance that OFG Bancorp or any legal successor to OFG Bancorp will be able to meet the Puerto Rico source of income requirements during the time that the Notes are outstanding. The interest from bonds, notes or other interest-bearing obligations received by a United States citizen not resident of Puerto Rico is deemed not to be from sources within Puerto Rico.

OnIndividual ~~July 3,~~Residents ~~2012, Oriental issued the Series C Convertible Preferred Stock in connection with the BBVAPR Acquisition. Holders~~ of ~~the~~Puerto ~~Series~~Rico Cand ~~Convertible~~Puerto ~~Preferred~~Rico ~~Stock~~Corporations may convert their shares into Common Stock. Subject to certain adjustments in the event of fundamental changes concerning Oriental, certain specified events, or to prevent dilution, the Series C Convertible Preferred Stock may be converted at a conversion rate of 84.9798 shares of Common Stock per share of preferred stock (the “Conversion Rate”).

~~The~~Puerto ~~unaudited~~Rico ~~pro~~resident ~~forma~~individuals ~~condensed~~or ~~combined~~Puerto ~~statement~~Rico ofcorporations ~~financial~~may ~~condition~~be ~~assumes~~eligible ~~the~~to ~~issuance~~be oftaxed ~~$33 million~~in ofPuerto ~~Common~~Rico ~~Stock~~on their interest income received or accrued on ~~January 1,~~ ~~2011,~~the Notes at a ~~price~~preferential income tax rate of $10%, if certain conditions are met.22 In general, ~~the~~to ~~closing~~be ~~price~~entitled ofto ~~our~~such ~~Common~~10% ~~Stock~~preferential onincome tax rate, the ~~NYSE~~proceeds onunder ~~October 15,~~the ~~2012.~~Notes ~~The~~must ~~unaudited~~be ~~pro~~used ~~forma~~solely ~~condensed~~in ~~combined~~the ~~statement~~Puerto Rico trade or business of ~~financial~~OFG ~~condition~~Bancorp ~~also~~and/or ~~assumes~~its subsidiaries (within a period of 24 months from the ~~issuance~~date of ~~$33 million~~issuance of ~~Preferred~~ ~~Stock~~the ~~pursuant~~Notes), tothe ~~this~~Puerto ~~offering~~Rico onresident ~~January 1,~~individuals ~~2011,~~or atthe aPuerto ~~purchase~~Rico ~~price~~corporations ofmust ~~$25.00~~file ~~per~~an ~~share,~~election with OFG Bancorp to be taxed at the ~~liquidation~~10% ~~value~~preferential ~~but~~income ~~does~~tax ~~not~~rate ~~give~~and ~~effect~~OFG toBancorp ~~any~~must ~~payment~~withhold ofat ~~dividends~~source onsuch ~~the~~10% ~~Preferred~~preferential ~~Stock~~income tax.

44Puerto Rico resident individuals or Puerto Rico corporations not electing the 10% preferential income tax rate will be subject to the regular income tax rates provided by the PR Code on ordinary income, which may be up to 31.35% in the case of individual residents and 37.5% in the case of Puerto Rico corporations.

~~Table~~In the case of ~~Contents~~Puerto Rico resident individuals or Puerto Rico corporations that elected the 10% preferential income tax rate, they may elect, upon filing their Puerto Rico income tax return, not to be subject to the 10% preferential income tax and to be subject to the regular income tax rates provided by the PR Code on ordinary income, and the 10% income tax withheld at source may be claimed as a credit against the Puerto Rico income tax payable by these individuals or corporations for such year.

~~Index~~United toStates ~~Financial~~Citizens ~~Statements~~not Residents of Puerto Rico

~~Note~~U.S. 5:citizens ~~Preliminary~~not ~~Purchase~~residents ~~Accounting~~of ~~Allocation~~Puerto Rico are not subject to Puerto Rico income or withholding taxation on their interest income received or accrued on the Notes.

~~The~~Individuals ~~following~~not ~~table~~Citizens ~~presents~~of the ~~preliminary~~United ~~pro~~States ~~forma~~and ~~goodwill~~not ~~resulting~~Residents ~~from~~of ~~the~~Puerto ~~BBVAPR~~Rico ~~Acquisition.~~

Cash Consideration	$	500,000
BBVAPR stockholder’s equity		620,741
BBVAPR goodwill		(116,353	)
Adjustments to reflect assets acquired and liabilities assumed at fair value:
Loans, net		(107,596	)
Securities held-to-maturity		4
Premises and equipment, net		23,351
Core deposit intangible		7,126
Other assets		(19,210	)
Deposits		(16,738	)
Accrued expenses and other liabilities		(2,142	)
Repurchase agreements, subordinated capital notes and other borrowings		(6,791	)
Deferred taxes		48,646
Fair value of net assets acquired		431,038
Preliminary pro forma goodwill resulting from the BBVAPR Acquisition	$	68,962

Individuals not citizens of the United States and not residents of Puerto Rico and who are not engaged in a trade or business in Puerto Rico are not subject to Puerto Rico income tax or withholding on the interest income received on the Notes, provided such holders, individually, do not own, directly, indirectly or constructively, 50% or more of all issued and outstanding shares of stock of OFG Bancorp.

~~Note~~Foreign 6:Corporations ~~Effect of Hypothetical Adjustments on BBVAPR’s Historical Financial Statements~~

The ~~unaudited~~income ~~pro~~taxation ~~forma condensed combined statement~~ of ~~operations~~interest ~~presents~~income ~~the~~received ~~pro~~or ~~forma~~accrued ~~results~~on ~~assuming~~ the ~~consummation~~Notes ~~of BBVAPR Acquisition occurred at the earliest date presented, January 1, 2011. As required~~ by ~~Regulation~~a ~~S-X~~foreign ~~Article~~corporation ~~11,~~will ~~the~~depend ~~pro~~upon ~~forma~~whether ~~financial~~or ~~statements for the six months ended June 30, 2012 and for the year ended December 31, 2011, do~~ not ~~reflect any adjustments to eliminate BBVAPR’s historical provision for credit losses and goodwill impairment charges. Had~~ the ~~BBVAPR~~corporation ~~Acquisition~~is ~~been~~engaged ~~consummated~~in ona ~~January 1,~~trade ~~2011,~~or ~~the~~business ~~application of purchase accounting as required by ASC 805, Business Combinations, would have resulted~~ in ~~the~~Puerto ~~acquired assets and liabilities being recorded at fair value with any excess fair value recorded as goodwill as of that date~~Rico.

45A foreign corporation that is not engaged in a trade or business in Puerto Rico is not subject to Puerto Rico income or withholding taxation on its interest income received on the Notes, provided such foreign corporation does not own, directly, indirectly or constructively, 50% or more of all issued and outstanding shares of stock of OFG Bancorp and provided OFG Bancorp does not own, directly, indirectly or constructively, 50% or more of all issued and outstanding shares of stock of such foreign corporation.

~~Table~~A offoreign ~~Contents~~corporation that is engaged in a trade or business in Puerto Rico may be subject to Puerto Rico corporate income tax at the preferential 10% income tax rate, in the same manner and terms applicable to Puerto Rico corporations, with respect to the interest income received or accrued on the Notes. In order to be eligible for the 10% preferential income tax rate, the foreign corporation must comply with the requirements described above. In general, foreign corporations that are engaged in a trade or business in Puerto Rico are also subject to a 10% branch profit tax when the Puerto Rico source or effectively connected income, including interest on the Notes, is deemed to have been repatriated outside Puerto Rico. If 10% withholding election is not made, the foreign corporation will be subject to the regular corporate income tax rates described above for Puerto Rico corporations, plus the 10% branch profit tax.

~~Index to Financial Statements~~41

~~USE~~TABLE OF ~~PROCEEDS~~ CONTENTS

WeTaxation ~~estimate that the net proceeds to us from the sale~~ of ~~the shares~~Gain ofupon ~~Preferred Stock offered in this offering~~Sales, ~~after~~Exchanges ~~deducting estimated underwriting discounts and estimated offering expenses~~Redemptions, ~~will~~Retirements beor ~~approximately~~Other ~~$ million.~~Taxable WeDispositions ~~intend to use the net proceeds from this offering to fund a portion~~ of ~~the~~Notes purchase price for the pending BBVAPR Acquisition described under “The BBVAPR Acquisition.” If there is any excess of net proceeds over the amount of the Buyer Capital Raise for the BBVAPR Acquisition, we intend to use any such excess net proceeds for general corporate purposes.

Until Closing of the BBVAPR Acquisition, the proceeds of this offering will be held as cash or cash equivalents. If the Closing does not occur, the proceeds will be applied for the mandatory redemption of the Preferred Stock. Redemption of the Preferred Stock may be subject to the receipt of prior regulatory approval under then applicable regulations. General

46The sale, exchange, redemption, retirement or other taxable disposition of a note prior to maturity generally will give rise to gain or loss equal to the difference between the amount realized on such disposition and the adjusted tax basis of the note in the hands of the holder. The tax basis in a note will be, in general, the cost of the note to the holder. The gain required to be recognized on the disposition of the Notes will be considered ordinary income up to the amount of interest accrued on the Notes to the date of disposition to the extent such interest has not been previously recognized as income while the holder was the owner of the Notes, with the excess being recognized as a capital gain or loss if the Notes are held as a capital asset by the holder. Any such capital gain or loss will be a long-term capital gain or loss if the holder’s holding period of the Notes exceeds one year. Capital losses cannot be applied to offset ordinary income for Puerto Rico income tax purposes, except in a few limited cases.

~~Table~~Individual Residents of ~~Contents~~Puerto Rico and Puerto Rico Corporations

~~Index~~Any gain on the sale, exchange, redemption, retirement or other taxable disposition of the Notes by an individual resident of Puerto Rico or a Puerto Rico corporation will generally be required to ~~Financial~~be ~~Statements~~recognized as gross income and will be subject to Puerto Rico income tax. To the extent such gain constitutes a capital gain; it will be eligible to be taxed in Puerto Rico at a maximum 15% income tax rate in the case of Puerto Rico resident individuals or at a 20% income tax rate in the case of Puerto Rico corporations if the holder’s holding period of the Notes exceeds one year, in each case.

~~RATIO~~Any OFsuch ~~EARNINGS~~gain TOrecognized ~~COMBINED~~by ~~FIXED~~Puerto ~~CHARGES~~Rico ~~AND~~resident ~~PREFERRED~~individuals ~~STOCK~~constituting ~~DIVIDENDS6~~a long-term capital gain may be subject to the alternative basic tax, which may have the effect of increasing the applicable income tax rate to 24%.

~~The~~United ~~ratios~~States ~~shown~~Citizens ~~below~~not ~~demonstrate~~Residents ~~our ability to generate sufficient earnings to pay the fixed charges or expenses~~ of ~~our~~Puerto ~~debt~~Rico ~~and preferred stock dividends.~~

~~Our~~A ~~consolidated~~United ~~ratios~~States citizen who is not a resident of ~~earnings~~Puerto Rico should not be subject to ~~combined~~Puerto ~~fixed~~Rico ~~charges~~income ~~and~~tax ~~preferred~~on ~~stock~~such ~~dividends~~part ~~were~~of ~~computed~~the bygain ~~dividing~~realized ~~earnings~~on bythe ~~combined~~sale, ~~fixed~~exchange, ~~charges~~redemption, ~~and preferred~~retirement ~~stock~~or ~~dividends~~other taxable disposition of the Notes that constitutes a capital gain and, as ~~specified~~explained ~~below~~above, ~~using~~the ~~two~~part ~~different~~of ~~assumptions,~~the ~~one~~gain ~~excluding~~that represents interest onshould ~~deposits~~not ~~and~~be ~~the~~subject ~~second~~to ~~including~~Puerto ~~interest~~Rico onincome ~~deposits:~~taxation.

CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERREDSTOCK DIVIDENDS:

YEAR ENDEDDECEMBER 31,

SIX MONTHSENDEDJUNE 30,2012

AS ADJUSTEDSIX MONTHSENDEDJUNE 30, 2012 (1)

2011

2010

2009

2008

2007

Excluding Interest on Deposits

1.26x

(2)

1.18x

1.07x

1.22x

1.58x

2.51x

Including Interest on Deposits

1.19x

(2)

1.13x

1.05x

1.17x

1.42x

1.98x

Individuals not Citizens of the United States and not Residents of Puerto Rico

An individual who is not a citizen of the United States and who is not a resident of Puerto Rico (1the “Non-US Citizen/Non-PR Resident”) ~~Adjusted~~should not be subject to ~~include~~Puerto Rico income tax on such part of the ~~issuance~~gain realized on the sale, exchange, redemption, retirement or other taxable disposition of 84the Notes that constitutes a capital gain,~~000~~ ~~shares~~unless such gain is effectively connected with the conduct of ~~our~~a ~~Series~~trade Cor ~~Convertible~~business ~~Preferred~~in ~~Stock~~the onPuerto ~~July~~Rico 3by the Non-US Citizen/Non-PR Resident. The part of the gain that constitutes interest income should not be subject to Puerto Rico income or withholding taxation, ~~2012~~provided such holder, ~~assuming~~individually, ~~the~~does ~~corresponding~~not ~~quarterly~~own, ~~dividend~~directly, ~~was~~indirectly ~~paid~~or ~~for~~constructively, 50% or more of the ~~first~~issued ~~two~~and ~~quarters~~outstanding shares of ~~2012~~stock of OFG Bancorp.

~~(2)~~Foreign In 2010, earnings were not sufficient to cover preferred stock dividends, and the ratio was less than 1:1. We would have had to generate additional earnings of $22.0 million to achieve a ratio of 1:1 in 2010.Corporations

~~For~~A ~~purposes~~holder ofwhich ~~computing~~is ~~these~~a ~~consolidated~~foreign ~~ratios,~~corporation ~~earnings~~that ~~represent~~is ~~income~~engaged ~~before~~in ~~income~~a ~~taxes~~trade ~~plus fixed~~or ~~charges~~business ~~and~~in ~~amortization~~Puerto ofRico ~~capitalized~~will ~~interest,~~generally ~~less~~be ~~interest~~subject ~~capitalized.~~to ~~Fixed~~Puerto ~~charges~~Rico ~~consist~~corporate ofincome ~~interest~~tax, ~~expensed~~plus ~~and~~the ~~capitalized~~10% branch profit tax, ~~amortization~~on any part of ~~debt~~the ~~issuance~~gain ~~costs~~realized on the sale, ~~and~~exchange, ~~our~~redemption, ~~estimate~~retirement or other taxable disposition of the ~~interest~~Notes ~~component~~that ofis ~~rental~~considered ~~expense~~effectively connected with such foreign corporation’s trade or business in Puerto Rico. The ~~term~~ ~~“preferred~~part ~~stock~~of ~~dividends”~~the gain that does not constitute a capital gain since it is based on the ~~amount~~interest accrued on the Notes as of ~~pre-tax~~the ~~earnings~~date ~~that~~of isthe ~~required~~sale, exchange, redemption, retirement or other taxable disposition should be subject to ~~pay~~regular ~~dividends~~corporate onincome ~~our~~tax ~~outstanding~~rates, ~~preferred~~plus ~~stock.~~the branch profit tax, as explained above.

AsA ~~of each~~holder ofwhich ~~the~~is ~~dates~~a ~~presented~~foreign ~~above,~~corporation wethat ~~had~~is ~~noncumulative~~not ~~perpetual~~engaged ~~preferred~~in ~~stock~~a ~~issued~~trade ~~and~~or ~~outstanding~~business ~~amounting~~in Puerto Rico should generally not be subject to ~~$68.0 million,~~Puerto asRico ~~follows:~~income ~~(i) Series A~~taxes ~~Preferred~~on ~~Stock~~any ~~amounting~~capital togain ~~$33.5~~realized ~~million~~on orthe 1sale,~~340~~ exchange,~~000~~ ~~shares~~redemption, atretirement aor ~~$25~~other ~~per share~~taxable ~~liquidation~~disposition ~~value;~~of ~~and~~the ~~(ii) Series B~~Notes. ~~Preferred~~The ~~Stock~~part ~~amounting~~of the gain that represents interest income should not be subject to ~~$34.5 million~~Puerto Rico income or ~~1,380,000 shares~~withholding attaxation aprovided ~~$25~~such ~~per~~foreign ~~share~~corporation, ~~liquidation~~individually, ~~value.~~does Onnot ~~July 3~~own, ~~2012~~directly, weindirectly ~~issued~~or ~~$84~~constructively, ~~million~~50% or ~~84,000~~more of all the issued and outstanding shares of ~~Series~~stock Cof ~~Convertible Preferred~~OFG ~~Stock~~Bancorp atand aprovided $1OFG Bancorp does not own directly,~~000~~ ~~per~~indirectly ~~share~~or ~~liquidation~~constructively ~~value~~50% or more of all issued and outstanding shares of stock of such foreign corporation.

~~6 OFG to provide numbers.~~42

47TABLE OF CONTENTS

~~Table~~Information ofReporting ~~Contents~~Requirements

~~Index~~Information reporting requirements will generally apply in connection with payments of interest on the Notes, and the proceeds from a sale, exchange or other disposition of the Notes. OFG Bancorp will be required to ~~Financial~~file ~~Statements~~certain informative returns with the PR Treasury to report the interest paid under the Notes and any proceeds paid in connection with the acquisition, redemption or purchase of the Notes.

~~CAPITALIZATION~~THE FOREGOING SUMMARY DOES NOT DISCUSS ALL ASPECTS OF PUERTO RICO INCOME TAXATION THAT MAY BE RELEVANT TO INVESTORS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND INCOME TAX SITUATION. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES THAT WOULD RESULT FROM THEIR PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN PUERTO RICO OR OTHER TAX LAWS.

~~The following table sets forth our unaudited cash and cash equivalents, indebtedness, capitalization and certain bank regulatory capital ratios at June 30, 2012:~~ 43

nTABLE onOF ~~an actual basis (adjusted only to include the issuance and sale of $84 million in 84,000 shares of our Series C Convertible Preferred Stock that closed on July 3, 2012);~~CONTENTS

nUNDERWRITING on an as adjusted basis to give effect to (i) the issuance and sale of $33 million of Common Stock as part of the Buyer Capital Raise, or 3,229,000 shares of Common Stock assuming the shares of Common Stock are offered at a price per share of $10.22 (the last sale price of our Common Stock on the New York Stock Exchange on October 15, 2012), (ii) the issuance and sale of 1,320,000 shares of our Preferred Stock in this offering, assuming the shares of Preferred Stock are offered at $25.00 per share and (iii) after deducting underwriting discounts and commissions and estimated offering expenses; and

nWe onhave entered into an underwriting agreement, dated , 2026 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co., as ~~pro~~representatives ~~forma~~of ~~basis~~the toseveral ~~give~~underwriters, ~~effect~~with respect to the ~~consummation~~Notes ofoffered hereby. Subject to certain conditions, the ~~BBVAPR~~underwriters ~~Acquisition~~have ~~(see~~agreed ~~“The~~to ~~BBVAPR~~purchase ~~Acquisition—Unaudited~~the ~~Pro~~aggregate ~~Forma~~principal ~~Condensed~~amount ~~Combined~~of ~~Financial~~Notes ~~Information~~set ~~Relating~~forth next to its name in the ~~BBVAPR~~following ~~Acquisition”)~~table.

~~The~~Underwriters ~~following~~Principal ~~table should~~Amount beof ~~read~~Notes inoffered ~~conjunction~~hereby ~~with our~~Keefe, ~~consolidated~~Bruyette ~~financial~~& ~~statements~~Woods, ~~and~~Inc. ~~the~~$ ~~related~~Piper ~~notes~~Sandler ~~incorporated~~& by reference in this prospectus and in conjunction with the unaudited pro forma condensed combined financial and other information and related notes included in this prospectus under “The BBVAPR Acquisition—Unaudited Pro Forma Condensed Combined Financial Information Relating to the BBVAPR AcquisitionCo.” Total $

	AS OF JUNE 30, 2012
	(UNAUDITED) ($ IN THOUSANDS)
	ACTUAL (1)			AS ADJUSTED			PRO FORMA (2)(3)
Cash and Cash Equivalents	$	543,634		$	605,674		$	534,244
Liabilities:
Deposits	$	2,222,942		$	2,222,942		$	5,677,981
Borrowings:
Securities sold under agreements to repurchase		3,053,865			3,053,865			3,424,498
Other borrowings		286,653			286,653			686,806
Subordinated capital notes		36,083			36,083			139,196
Total borrowings		3,376,601			3,376,601			4,250,500
Derivative liabilities		56,217			56,217			65,799
Accrued expenses and other liabilities		27,686			27,686			96,607
Total liabilities	$	5,683,446		$	5,683,446		$	10,090,887
Stockholders’ equity:
Preferred stock, $1 par value; 10,000,000 shares authorized:
1,340,000 shares of Series A and 1,380,000 shares of Series B issued and outstanding, $25 liquidation value		68,000			68,000			68,000
84,000 shares of Series C authorized; $1,000 liquidation value; 84,000 shares of Series C issued and outstanding (4)		84,000			84,000			84,000
1,320,000 shares of Series D issued and outstanding, $25 liquidation value		—			33,000			33,000
Common stock, $1 par value; 100,000,000 shares authorized; 47,841,611 shares issued; 40,730,831 shares outstanding actual and 51,140,611 shares issued; 43,959,831 shares outstanding as adjusted		47,842			51,071			51,071
Additional paid-in capital		494,907			520,718			520,718
Legal surplus		52,668			52,668			52,668
Retained earnings		83,982			83,982			83,982
Treasury stock, at cost, 7,110,780 shares		(81,403	)		(81,403	)		(81,403	)
Accumulated other comprehensive income, net of tax of $1,411		21,261			21,261			21,261
Total stockholders’ equity	$	771,257		$	833,297		$	833,297
Total liabilities and stockholders’ equity	$	6,454,703		$	6,516,743		$	10,924,184

The Underwriting Agreement provides that the obligations of the underwriters to purchase the Notes offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the Notes offered hereby if any of the Notes are purchased.

48The Notes sold by the underwriters to the public will be offered at the public offering price set forth on the cover of this prospectus. The underwriters may offer the Notes to selected dealers at the public offering price set forth on the cover of this prospectus less a concession not in excess of % of the principal amount per note. After the initial offering, the underwriters may change the offering price and the other selling terms. The offering of the Notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

~~Table~~Discounts, ofCommission ~~Contents~~and Expenses

~~Index~~The following table shows the public offering price, the underwriting discounts and commissions that we are to ~~Financial~~pay ~~Statements~~the underwriters and the proceeds, before expenses, to us in connection with this offering (expressed as a percentage of the principal amount of the Notes offered hereby).

~~(1)~~Per ~~Adjusted~~Subordinated toNote ~~include~~Total ~~the~~Public ~~issuance~~offering ~~and~~price(l) ~~sale~~% of $84 ~~million~~Underwriting indiscounts ~~84,000~~and ~~shares~~commissions ofpaid ~~our~~by ~~Series~~us C% ~~Convertible~~$ ~~Preferred~~Proceeds ~~Stock~~to ~~that~~us, ~~closed~~before onexpenses ~~July~~% ~~3, 2012.~~$

(21) ~~Does~~Plus ~~not~~accrued ~~give~~interest ~~effect~~from to, the approximately $1.8 billion deleveraging of the investment securities and wholesale funding portfolios planned in connection with the BBVAPR Acquisition. The deleveraging would result in a reduction in Borrowings; however2026, the amounts and effect of the deleveraging transactions will depend on the actual terms of the deleveraging transactions and the amounts and types of investment securities and wholesale funding included. The deleveraging may not be possible on terms satisfactory to ~~us or at all. See “Risk Factors—We may not be able to complete~~ the ~~planned~~date ~~deleveraging~~ of ~~our and BBVAPR Bank’s investment securities and wholesale funding portfolios~~delivery.~~” Any difference in the actual amount deleveraged from the planned deleveraging amount will be reflected in Securities sold under agreements to repurchase.~~

~~(3)~~We ~~Upon~~estimate ~~termination~~expenses ofpayable ~~the~~by ~~BBVAPR~~us ~~Acquisition~~in ~~Agreement,~~connection wewith ~~must~~this offering, ~~subject~~other tothan, ~~regulatory~~in ~~approval~~each case, ~~redeem~~underwriting ~~all~~discounts ~~the~~and ~~shares~~commissions, ofwill ~~the~~be ~~Preferred~~approximately ~~Stock~~$ . atThis aestimate ~~redemption~~reflects ~~price~~that ~~equal~~we tomay ~~101%~~reimburse of the ~~liquidation~~underwriters ~~preference~~for certain of ~~the~~their ~~Preferred~~reasonable ~~Stock~~out-of-pocket toexpenses beincurred ~~redeemed~~in ~~and~~connection ~~accrued~~with ~~and~~their ~~unpaid~~engagement ~~dividends~~as ~~for~~underwriters, ~~the~~including ~~dividend~~certain ~~period~~expenses inattributable ~~which~~to ~~the~~legal ~~redemption~~fees ~~occurs~~and ~~(whether~~marketing, orsyndication ~~not~~and ~~declared)~~travel.

~~(4)~~Indemnification Upon termination of the BBVAPR Acquisition Agreement, we have the option to redeem the Series C Convertible Preferred Stock, subject to regulatory approval, at a redemption price equal to 101% of the liquidation preference and unpaid dividends plus a redemption premium.

49We have agreed to indemnify each underwriter, its affiliates, selling agents, employees, officer and directors and each person who controls any underwriter, against certain losses and liabilities, including liabilities under the Securities Act and to contribute to payments that the underwriters may be required to make in respect of these liabilities.

~~Table~~No ofPublic ~~Contents~~Trading Markets

~~Index~~There is currently no public trading market for the Notes. In addition, we have not applied and do not intend to ~~Financial~~apply ~~Statements~~to list the Notes on any national securities exchange or to have the Notes quoted on an automated dealer quotation system. The underwriters have advised us that it intends to make a market in the Notes. However, the underwriters are not obligated to do so and may discontinue any market-making in the Notes at any time in their sole discretion and without prior notice. Therefore, we cannot assure you that a liquid trading market for the Notes will develop or continue, that you will be able to sell your Notes at a particular time, or that the price that you receive when you sell will be favorable.

~~DESCRIPTION OF SERIES D PREFERRED STOCK~~ 44

~~The~~TABLE ~~following~~OF is a brief description of the material terms of the Preferred Stock. The following summary of the terms and provisions of the Preferred Stock does not purport to be complete in all respects, and is qualified in its entirety by reference to the pertinent sections of our Certificate of Incorporation, including the certificate of designations creating the Preferred Stock, copies of which are available upon request from us, and the applicable provisions of the Puerto Rico General Corporation Act, as amended (the “General Corporation Act”), and United States federal law governing bank holding companies. CONTENTS

~~General~~No Sale of Similar Securities

~~Under~~We ~~our~~have ~~Certificate~~agreed ofwith ~~Incorporation, we have~~ the ~~authority~~ tounderwriters ~~issue~~that upfrom tothe ~~10,000,000~~date ~~shares~~ of ~~preferred~~the ~~stock,~~Underwriting ~~par~~Agreement ~~value~~to ~~$1.00~~the ~~per~~settlement ~~share.~~date ~~Our board~~ of ~~directors~~this ~~(or~~offering, awe ~~duly~~and ~~authorized~~our ~~committee~~subsidiaries ofwill ~~the~~not, ~~board) is authorized~~ without ~~further stockholder action to cause~~ the ~~issuance~~prior ofconsent ~~shares~~ of ~~preferred~~ ~~stock, including~~ the ~~Preferred~~representatives, ~~Stock.~~directly ~~Any additional preferred stock may be issued from time to time in one~~ or ~~more series~~indirectly, ~~each with powers~~issue, ~~rights,~~offer ~~preferences,~~or ~~qualifications~~sell, ~~limitations,~~or ~~restrictions,~~enter ~~dividend~~into ~~rights,~~any ~~dissolution rights,~~agreement ~~conversion~~to ~~rights~~sell, ~~exchange~~any ~~rights~~debt ~~and~~securities ~~redemption~~(excluding ~~rights~~deposit obligations and other ~~rights~~wholesale asborrowings ~~our~~entered ~~board~~into ~~(or~~in athe ~~duly~~normal ~~authorized~~course ~~committee~~ of ~~the board~~business) ~~may determine prior to the time~~ of ~~issuance.~~ours ~~Prior~~or ~~to the issuance~~ of ~~the~~our ~~Preferred Stock, we will have filed the certificate of designations with respect to the Preferred Stock with the Secretary of State of the Commonwealth of Puerto Rico~~subsidiaries.

AsStabilization of the date of this prospectus, 1,340,000 shares of 7.125% Non-Cumulative Monthly Income Preferred Stock, Series A (the “Series A Preferred Stock”), 1,380,000 shares of 7.0% Non-Cumulative Monthly Income Preferred Stock, Series B (the “Series B Preferred Stock”) and 84,000 shares of 8.75% Non-Cumulative Convertible Perpetual Preferred Stock, Series C (the “Series C Convertible Preferred Stock”) are the only issued and outstanding shares of our preferred stock.

~~The~~In ~~Preferred~~connection ~~Stock~~with ~~represents~~this aoffering ~~single~~of ~~series~~the ofNotes, ~~our~~the ~~authorized~~underwriters ~~preferred~~may ~~stock~~engage in overallotment, stabilizing transactions and syndicate covering transactions. WeOverallotment ~~are~~involves ~~offering shares~~sales in excess of the ~~Preferred~~offering ~~Stock~~size, bywhich ~~this~~create ~~prospectus~~a short position for the underwriters. ~~Shares~~Stabilizing oftransactions involve bids to purchase the ~~Preferred~~Notes ~~Stock~~in the open market for the purpose of pegging, ~~upon~~fixing ~~issuance~~or ~~against~~maintaining ~~full~~the ~~payment~~price of the ~~purchase~~Notes. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the price ~~for~~of ~~such~~the ~~shares,~~Notes ~~will~~to be ~~fully~~higher ~~paid and~~than ~~nonassessable~~it would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue such activities at any time without notice.

~~The~~Neither ~~Preferred~~we ~~Stock~~nor ~~will~~the ~~not~~underwriters bemake ~~convertible~~any ~~into,~~representation or ~~exchangeable~~prediction ~~for,~~as ~~shares~~to ofthe ~~our~~direction ~~Common Stock~~ or ~~any~~magnitude ~~other class or series~~ of ~~our other~~any ~~securities~~effect ~~and~~that ~~will~~the ~~not~~transactions bedescribed ~~subject~~above tomay ~~any~~have ~~sinking~~on ~~fund~~the orprice ~~any other obligation~~ of ~~ours~~the ~~for~~Notes. ~~their~~In ~~repurchase or retirement~~addition, ~~except~~neither ~~upon~~we ~~termination~~nor any of the ~~BBVAPR~~underwriters ~~Acquisition~~make ~~Agreement.~~any ~~See~~representation ~~“Redemption—Mandatory~~that ~~redemption.”~~the ~~The Preferred~~underwriters ~~Stock~~ will ~~not~~engage bein ~~insured~~these transactions or ~~guaranteed~~that bythese ~~the~~transactions, ~~FDIC~~once orcommenced, ~~any~~will ~~other~~not ~~governmental~~be ~~agency~~discontinued orwithout ~~instrumentality~~notice.

~~The~~Electronic ~~authorized~~Distribution number of shares of the Preferred Stock initially is . Such number of shares may be increased or decreased by resolution of the board of directors (or a duly authorized committee of the board), without the vote or consent of the holders of the Preferred Stock.

WeThis ~~reserve~~prospectus ~~the~~may ~~right~~be tomade ~~re-open~~available ~~this~~in ~~series~~electronic ~~and~~format ~~issue~~on ~~additional~~websites ~~shares~~or ~~of Preferred Stock either~~ through ~~public~~other oronline ~~private~~services ~~sales~~maintained ~~at any time and from time to time. The additional shares of Preferred Stock would be deemed to form a single series with the Preferred Stock offered~~ by ~~this prospectus. In~~ the ~~event~~underwriters ~~that~~or wetheir ~~issue additional shares of the Preferred Stock after the original issue date, any dividends on such additional shares will accrue from the issue date of such additional shares~~affiliates.

~~Ranking~~Other than the prospectus in electronic format, information on such websites and any information contained in any other website maintained by any of the underwriters or their affiliates is not part of this prospectus or our registration statement of which the prospectus forms a part, has not been approved or endorsed by us or the underwriters in their capacity as underwriters and should not be relied on by investors.

~~With~~Our ~~respect~~Relationships towith the ~~payment~~Underwriters ~~of dividends and distributions of assets upon any liquidation, dissolution or winding-up, the Preferred Stock will rank:~~

nThe ~~senior~~underwriters toand their affiliates have engaged, or may in the future engage, in investment banking transactions, lendings and other commercial dealings in the ordinary course of business with us or our ~~Common~~affiliates. ~~Stock~~The underwriters have received, or may in the future receive, customary fees and ~~all~~commissions ~~other~~for ~~junior~~these ~~stock;~~transactions.

nIn onaddition, in the ordinary course of its business activities, the underwriters and their affiliates may make or hold a ~~parity~~broad ~~with~~array of investments and actively trade indebtedness and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our ~~parity~~affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. BlackRock, Inc. and The Vanguard Group, Inc. each owns more than 10% of the common stock; of Piper Sandler & Co.’s parent company, Piper Sandler Companies, and the Company.

nAlternative ~~junior~~Settlement toCycle ~~any~~and ~~senior~~Other ~~stock;~~Matters ~~and~~

nOther ~~junior~~than toin ~~all~~the ~~existing~~United States, no action has been taken by us or the underwriters that would permit a public offering of the Notes offered by this prospectus in any jurisdiction in which action for that purpose is required. The Notes offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and ~~future~~sale ~~indebtedness~~of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and ~~other~~regulations ~~non-equity~~of ~~claims~~that onjurisdiction. usWe and the underwriters require that the persons into whose possession this prospectus comes inform themselves about, and observe any restrictions relating to, the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

50 45

~~Table~~TABLE ofOF ~~Contents~~CONTENTS

~~Index~~We expect that delivery of the Notes will be made against payment therefor on or about , 2026, which will be the third business day following the date hereof (such settlement being referred to ~~Financial~~as ~~Statements~~“T+3”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the business day before delivery of the Notes will be required, by virtue of the fact that the Notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors.

AsSelling ~~used~~Restrictions in this description of the Preferred Stock, “junior stock” means our Common Stock and each other class or series of capital stock we may issue in the future, the terms of which do not expressly provide that such equity securities rank on parity with or senior to the Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Company.

AsEuropean ~~used~~Economic inArea this description of the Preferred Stock, “parity stock” means our Series A Preferred Stock, Series B Preferred Stock, Series C Convertible Preferred Stock and each class or series of capital stock (other than Common Stock) we may issue in the future, the terms of which do not expressly provide that such equity securities shall rank senior or junior to the Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding-up of the Company.

AsIn ~~used~~relation into ~~this~~each ~~description~~member state of the ~~Preferred~~ ~~Stock,~~European ~~“senior~~Economic ~~stock”~~Area ~~means~~(the “EEA”), each ~~class~~a orMember ~~series~~State, ofno ~~capital~~offer ~~stock~~of wethe ~~may~~Notes ~~issue~~to in the ~~future,~~public ~~the~~has ~~terms~~been ofor ~~which~~will ~~expressly~~be ~~provide~~made in that ~~such~~Member ~~equity~~State, ~~securities~~except ~~shall~~that ~~rank~~offers ~~senior~~of to the ~~Preferred~~Notes ~~Stock as~~ to ~~dividend~~the ~~rights~~public ~~and rights~~may onbe ~~liquidation,~~made ~~dissolution~~in orthat ~~winding-up~~Member ofState ~~the~~at ~~Company.~~any Astime ofunder the ~~date~~following ofexemptions ~~this~~under ~~prospectus,~~the weProspectus ~~have~~Regulation: ~~not issued any senior stock.~~

~~Dividends~~ • to any legal entity which is a “qualified investor” as defined in the Prospectus Regulation;

~~Holders~~• ~~of the Preferred Stock, in preference~~ to ~~the~~fewer ~~holders~~than of150 ~~our~~natural ~~Common~~or ~~Stock~~legal ~~and~~persons ~~of any~~ (other ~~junior~~than ~~stock,~~qualified ~~will be entitled to receive~~investors, ~~only when,~~ as ~~and~~defined if declared by our board of directors (or a duly authorized committee of the board), out of funds legally available for payment, noncumulative cash dividends applied to the liquidation amount of $25.00 per share of the Preferred Stock at % per annum, on each dividend payment date. A “dividend payment date” means each , commencing , except if any such date is not a business day, then such date will nevertheless be a dividend payment date but dividends on the Preferred Stock, when, as and if declared, will be paid on the next succeeding business day (without adjustment in the ~~amount~~Prospectus ~~of the dividend per share of the Preferred Stock~~Regulation)~~. A “business day” means any day that is not Saturday or Sunday and that~~, insubject ~~New York City or in San Juan, Puerto Rico is not a day on which banking institutions generally are authorized or obligated by law, regulation or executive order~~ to beobtaining ~~closed. A “dividend period” means each period from and including a dividend payment date (except that~~ the ~~initial~~prior ~~dividend~~consent ~~period shall commence on the original issue date~~ of the ~~Preferred~~underwriters ~~Stock)~~for ~~and~~any continuing to but not including the next succeeding dividend payment date. As that term is used in this description of the Preferred Stock, each dividend payment date “relates” to the dividend period most recently ending before such ~~dividend~~offer; payment date. Dividends will be paid to holders of record of the Preferred Stock as they appear on our books on the applicable record date, at the close of business on the first day of the month, whether or ~~not a business day, in which the relevant dividend payment date occurs.~~

~~The~~• ~~amount~~in ofany ~~dividends~~other ~~payable~~circumstances ~~per~~falling ~~share~~within ofArticle ~~the~~1(4) ~~Preferred~~of ~~Stock will be computed on~~ the ~~basis~~Prospectus ~~of a 360-day year consisting of twelve 30-day months~~Regulation.

~~Dividends~~provided onthat ~~shares~~no ofsuch ~~the~~offer ~~Preferred~~of ~~Stock~~Notes ~~will~~shall ~~not~~require beus ~~cumulative and will not be mandatory. If our board of directors (~~or ~~a duly authorized committee of~~ the ~~board) does~~underwriters ~~not~~to ~~declare~~publish a ~~dividend~~prospectus onpursuant ~~the~~to ~~Preferred~~Article 3 ~~Stock in respect~~ of ~~a dividend period, then no dividend will be deemed to have accrued for such dividend period, be payable on~~ the ~~related~~Prospectus ~~dividend~~Regulation ~~payment date,~~ or ~~accumulate,~~supplement ~~and we will have no obligation to pay any dividend accrued for such dividend period, whether or not our board of directors (or~~ a ~~duly~~prospectus ~~authorized~~pursuant ~~committee of the board) declares a dividend on the Preferred Stock or any other series of our preferred stock or on our Common Stock for any future dividend period. References~~ to ~~the~~Article 23 ~~“accrual” (or similar terms)~~ of ~~dividends in this description of~~ the ~~Preferred~~Prospectus ~~Stock refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared~~Regulation.

~~Restrictions~~For the purposes of the above provisions, the expression “an offer of Notes to the public” in relation to any Notes in any Member State means the communication in any form and by any means of sufficient information on ~~Dividends~~the terms of the offer and any Notes to be offered so as to enable an investor to decide to purchase or subscribe for any Notes, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

SoUnited ~~long~~Kingdom as any share of Preferred Stock remains outstanding, (i) no dividend shall be declared and paid or set aside for payment and no distribution shall be declared and made or set aside for payment on any junior stock (other than a dividend payable solely in shares of junior stock) and (ii) no shares of junior stock shall be purchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than (1) as a result of a reclassification of junior stock for or into other junior stock, (2) repurchases, redemptions or acquisitions in connection with any employment contract, benefit plan or similar arrangements with or for the benefit of any one or more employees,

51The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes: (a) the expression retail investor means a person who is neither: (i) a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal Act 2018 (“EUWA”), nor (ii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation “) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

~~Table~~Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of ~~Contents~~the offering contemplated by this prospectus supplement in relation thereto to any retail investor in the United Kingdom. For the purposes of this provision:

~~Index~~(a) tothe ~~Financial~~expression ~~Statements~~retail investor means a person who is neither:

~~officers,~~(i) ~~directors or consultants or in connection with~~ a ~~dividend~~professional ~~reinvestment~~client, oras ~~shareholder~~defined ~~stock~~in ~~purchase~~point ~~plan providing for the purchase of junior stock by the shareholders of the Company from the Company,~~ (38) ~~through~~ ~~the use~~ of ~~the~~Article ~~proceeds of a substantially contemporaneous sale of other shares of junior stock and~~ 2(41) ~~conversions~~ ~~into or exchanges for other junior stock and cash solely in lieu~~ of ~~fractional~~Regulation ~~shares of junior stock~~(EU), ~~unless,~~No in600/2014 ~~each~~as ~~case,~~it ~~the~~forms ~~full~~part ~~dividends for the most recent dividend payment date on all outstanding shares~~ of ~~Preferred~~domestic ~~Stock~~law ~~and~~by ~~parity~~virtue ~~stock have been paid or declared and a sum sufficient for the payment thereof has been set aside. However, the foregoing will not restrict the ability~~ of ~~us or any of our affiliates to engage in any market-making transactions in junior stock in~~ the ~~ordinary~~EUWA; ~~course of business.~~ nor

~~Subject~~(ii) toa ~~the~~qualified ~~succeeding~~investor ~~sentence, for so long~~ as ~~any~~defined shares of Preferred Stock remain outstanding, no dividends shall be declared or paid or set aside for payment on any parity stock for any period unless full dividends on all outstanding shares of Preferred Stock for the then-current dividend period have been paid in ~~full~~paragraph or15 ~~declared and a sum sufficient for the payment thereof set aside for all outstanding shares~~ of ~~Preferred~~Schedule ~~Stock.~~1 Toto the ~~extent~~Public ~~we declare~~Offers ~~dividends for the then-current dividend period on the Preferred Stock~~ and onAdmissions any parity stock but do not make full payment of such declared dividends, we shall allocate the dividend payments on a pro rata basis among the holders of the shares of Preferred Stock and the holders of any parity stock then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, we shall allocate those payments so that the respective amounts of those payments for the then-current dividend period bear the same ratio to ~~each~~Trading ~~other~~Regulations as2024; ~~all accrued~~ and ~~unpaid dividends per share on the Preferred Stock and all parity stock bear to each other.~~

~~Subject~~(b) to the ~~foregoing,~~expression ~~such~~offer ~~dividends~~includes ~~(payable~~the communication in ~~cash,~~any ~~stock~~form orand ~~otherwise) as may be determined~~ by ~~our~~any ~~board~~means of ~~directors~~sufficient ~~(or~~information aon ~~duly~~the ~~authorized~~terms ~~committee~~ of the ~~board)~~offer ~~may be declared~~ and ~~paid~~the onNotes ~~our~~to ~~Common Stock,~~be ~~any~~offered ~~other~~so ~~junior~~as ~~stock~~to ~~and~~enable ~~any~~an ~~parity~~investor ~~stock~~to ~~from~~decide ~~time~~ to ~~time~~buy ~~out~~or ofsubscribe ~~funds legally available~~ for ~~such payment, and~~ the ~~Preferred Stock will not be entitled to participate in any such dividend~~Notes.

Dividends on the Preferred Stock will not be declared, paid or set aside for payment if we fail to comply, or if and to the extent such act would cause us to fail to comply, with applicable laws and regulations, and the certificate of designations creating the Preferred Stock provides that dividends on the Preferred Stock may not be declared or set aside for payment if and to the extent such dividends would cause us to fail to comply with the applicable capital adequacy guidelines. 46

~~Redemption~~TABLE OF CONTENTS

~~Optional~~LEGAL ~~redemption~~MATTERS

The ~~Preferred~~validity ~~Stock is perpetual and has no maturity date. We may, at our option, but subject to regulatory approval, if required, redeem the shares~~ of the ~~Preferred~~Notes ~~Stock~~offered ~~(i) in~~hereby ~~whole~~will orbe inpassed ~~part,~~upon ~~from~~for ~~time~~OFG toBancorp ~~time,~~by onPietrantoni ~~any~~Mendez ~~dividend~~& ~~payment~~Alvarez ~~date~~LLC onand ~~or after~~ Wachtell, ~~or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Treatment Event~~Lipton, inRosen ~~each~~& ~~case at a cash redemption price of $25~~Katz.00 ~~per~~Certain ~~share,~~legal ~~plus~~matters ~~any~~related ~~declared and unpaid dividends, without regard~~ to ~~any undeclared dividends, to but excluding~~ the ~~redemption~~offering ~~date,~~will onbe ~~the~~passed ~~shares~~upon ~~of the Preferred Stock called~~ for ~~redemption. Dividends will cease to accrue on~~ the ~~shares~~underwriters ofby ~~the~~Davis ~~Preferred~~Polk ~~Stock~~& ~~called~~Wardwell ~~for~~LLP, ~~redemption~~New ~~from~~York, ~~and~~New ~~including the redemption date~~York.

AEXPERTS “Regulatory Capital Treatment Event” means the good faith determination by the Company that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25.00 per share of the Preferred Stock then outstanding as “Tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve Board (or, as and if applicable, the capital adequacy guidelines or regulations of any successor appropriate federal banking agency) as then in effect and applicable (which may or may not be in connection with or otherwise resulting from the adoption of the notice of proposed rulemaking issued by the Office of the Comptroller of the Currency, the Federal Reserve Board and the FDIC, approved by the Federal Reserve Board on June 7, 2012,

52The consolidated financial statements of OFG Bancorp as of December 31, 2025 and 2024, and for each of the years in the three-year period ended December 31, 2025, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2025 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

~~Table of Contents~~47

~~Index~~TABLE toOF ~~Financial Statements~~CONTENTS

~~that would revise capital requirements for U.S. banking organizations consistent with Basel III~~$200, ~~or otherwise in connection with the implementation by applicable U.S. bank regulatory authorities of the Basel III capital accord)~~000, for so long as any share of the Preferred Stock is outstanding; provided that, if a Regulatory Capital Treatment Event occurs solely as a result of the provisions described under “—Restrictions on Dividends,” then such provisions shall not be applicable if as a result of such modification the Preferred Stock would then qualify as Tier 1 capital and a Regulatory Capital Treatment Event shall be deemed not to have occurred. For the avoidance of doubt, the provisions under “—Restrictions on Dividends” shall be retained and reinstated (if applicable) to the maximum extent allowable under applicable regulatory guidelines that permit the Preferred Stock to qualify as Tier 1 capital. “Appropriate federal banking agency” means the “appropriate federal banking agency” with respect to us as that term is defined in Section 3(q) of the Federal Deposit Insurance Act or any successor provision. 000

If% ~~fewer than all of the outstanding shares of the Preferred Stock are~~ Fixed-to-Floating beRate ~~redeemed,~~Subordinated ~~the~~Notes ~~shares~~due to2036 be redeemed will be selected either pro rata from the holders of record of shares of the Preferred Stock in proportion to the number of shares held by those holders or by lot or in such other manner as our board of directors or a committee thereof may determine to be fair and equitable.

WePRELIMINARY ~~will~~PROSPECTUS mail notice of every redemption of the Preferred Stock by first class mail, postage prepaid, addressed to the holders of record of the Preferred Stock to be redeemed at their respective last addresses appearing on our books. This mailing will be at least 30 days and not more than 60 days before the date fixed for redemption (provided that if the Preferred Stock is held in book-entry form through DTC, we may give this notice in any manner permitted by DTC). Any notice mailed or otherwise given as provided in this paragraph will be conclusively presumed to have been duly given, whether or not the holder receives this notice, and failure duly to give this notice by mail or otherwise, or any defect in this notice or in the mailing or provision of this notice, to any holder of the Preferred Stock designated for redemption will not affect the validity of the redemption of any other shares of Preferred Stock.

~~Each~~Joint ~~notice~~Book-running ~~will~~Managers ~~state:~~

n , ~~the~~2026 ~~redemption date;~~

nTABLE ~~the~~OF ~~number of shares of the Preferred Stock to be redeemed and, if less than all shares of the Preferred Stock held by the holder are to be redeemed, the number of shares to be redeemed from the holder;~~CONTENTS

nPART ~~the redemption price; and~~II

nINFORMATION ifNOT ~~Preferred~~REQUIRED ~~Stock~~IN isPROSPECTUS ~~evidenced by definitive certificates, the place or places where the certificates representing those shares are to be surrendered for payment of the redemption price.~~

IfItem notice of redemption of any Preferred Stock has been duly given and if, on or before the redemption date specified in the notice, we have set aside all funds necessary for the redemption in trust for the pro rata benefit of the holders of record of any shares of Preferred Stock so called for redemption, then, notwithstanding that any certificate for any share called for redemption has not been surrendered for cancellation, from and after the redemption date, those shares shall no longer be deemed outstanding and all rights of the holders of those shares (including the right to receive any dividends) will terminate, except the right to receive the redemption price13. AtOther ~~our~~Expenses ~~option, we may, on or prior to the redemption date, irrevocably deposit the entire amount payable upon redemption~~ of ~~the~~Issuance shares of Preferred Stock to be redeemed with a bank or trust company designated by us having its principal office in New York, New York, San Juan, Puerto Rico, or any other city in which we shall at that time maintain a transfer agent with respect to our capital stock, and ~~having a combined capital and surplus of at least $50,000,000 (the “Depositary”)~~Distribution. The Depositary will hold this amount in trust for payment to the holders of the shares of Preferred Stock to be redeemed. If the deposit is made and the funds deposited are immediately available to the holders of the shares of Preferred Stock to be redeemed, we will no longer have any obligation to make payment of the amount payable upon redemption of the shares of Preferred Stock to be redeemed. Following the deposit, except as discussed in the next paragraph, holders of these shares shall look only to the Depositary for payment.

~~Any~~The ~~funds unclaimed~~following attable ~~the~~sets ~~end~~forth ~~of two years from~~ the ~~redemption date will~~expenses, toother ~~the~~than ~~extent~~underwriting ~~permitted by law~~compensation, beexpected ~~released~~ to usbe ~~after~~incurred ~~which~~in ~~time~~connection ~~the~~with ~~holders of~~ the ~~shares~~registration soand ~~called~~sale ~~for redemption will look only to us for payment~~ of the ~~redemption~~securities ~~price~~covered ~~of such shares. Shares of outstanding Preferred Stock that are redeemed, purchased or otherwise acquired~~ by usthis ~~will~~registration ~~be cancelled and will revert to authorized but unissued shares of our preferred stock undesignated as to series~~statement.


SEC registration fee			$27,620
Rating agency fees			220,000
Legal and accounting fees and expenses			600,000
Reimbursable bookrunner expenses			200,000
Trustee fees and expenses			30,000
Printing expenses			15,000
Miscellaneous			32,200
Total			$1,124,820

~~Table~~Item 14. Indemnification of ~~Contents~~Directors and Officers.

~~Index~~Section 1.02(B)(6) of the Puerto Rico General Corporations Act, as amended (the “PR-GCA”), provides that a corporation may include in its certificate of incorporation a provision eliminating or limiting the personal liability of members of its board of directors or governing body for breach of a director’s fiduciary duties. However, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty, failing to ~~Financial~~act ~~Statements~~in good faith, engaging in intentional misconduct or knowingly violating a law, paying an unlawful dividend or approving an unlawful stock repurchase, or obtaining an improper personal benefit.

~~Mandatory~~Article NINTH ~~redemption~~of the Company’s certificate of incorporation, as amended, provides that the personal liability of the directors and officers of the Company for monetary damages shall be eliminated to the fullest extent permitted by the PR-GCA.

~~Upon~~Section 4.08 ~~termination~~ of the ~~BBVAPR~~PR-GCA ~~Acquisition~~authorizes ~~Agreement,~~a wePuerto ~~must,~~Rico ~~subject~~corporation to ~~regulatory~~indemnify ~~approval~~its directors, officers, employees and agents (if ~~required~~they ~~under~~acted 12in ~~CFR~~good ~~225.4,~~faith ~~redeem~~and ~~all~~in ~~(but~~a ~~not~~manner ~~less~~they ~~than~~reasonably ~~all)~~believed ~~the~~to ~~shares~~be ofin, ~~Preferred~~or ~~Stock~~not ~~pursuant~~opposed to, athe ~~notice~~best interests of ~~redemption~~ ~~given~~the oncorporation, orand ~~prior~~with respect to ~~the~~any ~~third~~criminal ~~business~~action ~~day~~or ~~after September 30~~proceeding, ~~2013,~~had inno ~~cash,~~reasonable atcause ato ~~redemption~~believe ~~price~~their ~~equal~~conduct was unlawful) and to ~~101%~~purchase ofand ~~the~~maintain ~~liquidation~~insurance ~~preference~~on behalf of ~~the~~such ~~shares~~persons against liabilities arising out of ~~Preferred~~pending ~~Stock~~or ~~and~~threatened ~~accrued~~actions, ~~and~~suits ~~unpaid~~or ~~dividends~~proceedings ~~for~~to which such ~~dividend period~~persons ~~(whether~~are or ~~not~~may


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			3
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS			4
PROSPECTUS SUMMARY			6
THE OFFERING			7
RISK FACTORS			11
USE OF PROCEEDS			19
CAPITALIZATION			20
DESCRIPTION OF THE NOTES			21
CERTAIN ERISA CONSIDERATIONS			36
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			38
MATERIAL PUERTO RICO INCOME TAX CONSIDERATIONS			40
UNDERWRITING			44
LEGAL MATTERS			47
EXPERTS			47

Commonwealth of Puerto Rico

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification No.)

Filing Compare · OFG BANCORP