Ortiz Cesar A 4

What Happened Cesar A. Ortiz, Chief Risk Officer of OFG Bancorp (OFG), converted/exercised a derivative award into 3,375 shares on Feb 9, 2026 and had 1,946 of those shares withheld to satisfy tax withholding obligations at $41.26 per share (total $80,292). The conversion represents settlement of performance share units (PSUs); the acquired-share price is listed as N/A because these were PSU shares rather than an open-market purchase. Net result: Ortiz increased his beneficial holdings by 1,429 shares (3,375 acquired minus 1,946 withheld).

Key Details

• Transaction date: 2026-02-09 (reported on Form 4 filed 2026-02-11).
• Exercise/conversion (code M): 3,375 shares acquired (price N/A — PSU settlement).
• Tax withholding (code F): 1,946 shares disposed at $41.26 each, totaling $80,292.
• Net shares acquired: 1,429.
• Shares owned after transaction: not specified in this filing.
• Footnotes: F1 indicates these shares relate to settlement of a PSU award under OFG’s omnibus plan; F3 notes shares were withheld to cover taxes.
• Filing timeliness: Form filed two days after the transaction date (appears to be timely within the typical 2-business-day window).

Context This was not an open-market sale or purchase: it reflects conversion/settlement of performance-based awards with a routine share-withholding to cover taxes. Such withholding is common and does not necessarily signal a change in the insider’s market view. The transaction is administrative (PSU settlement and tax withholding) rather than a discretionary sale or purchase in the market.