Gonzalez Hugh 4

What Happened
Hugh Gonzalez, General Counsel of OFG Bancorp (OFG), had 2,925 shares result from the conversion/settlement of a performance-based award (derivative exercise/conversion, code M) on 2026-02-09. To cover applicable taxes, 1,248 of those shares were withheld (code F) at an indicated value of $41.26 per share, totaling $51,492. This was not an open-market sale but a routine withholding to satisfy tax obligations tied to the equity award.

Key Details

• Transaction date: 2026-02-09; Form 4 filed 2026-02-11 (timely filing).
• Exercise/conversion (M): 2,925 shares acquired (price N/A — conversion of performance share units).
• Tax withholding (F): 1,248 shares disposed/withheld at $41.26 each = $51,492.
• Shares owned after the transaction: Not specified in the filing.
• Footnotes: F1 — shares stem from settlement of a PSU award (settled Feb 21, 2023) under OFG’s incentive plan; F3 — shares were withheld to pay applicable taxes; F2 — not applicable.
• These dispositions reflect tax withholding on award settlement, not market sales.

Context
This is a routine equity-award settlement and tax-withholding event: the insider received shares from a prior PSU settlement and surrendered/withheld a portion to cover taxes (a common cashless-like mechanism). Such withholdings are administrative and do not necessarily signal a change in the insider’s market view.