OFG 10-K/A
Ofg Bancorp (OFG)
10-K/A
2026-03-05
For: 2025-12-31
View Original
Added on
April 04, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from ______________ to ______________
Commission file number: 001-12647
(Exact name of registrant as specified in its charter)
Commonwealth of | ||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: ( | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company | |||||||||
Emerging Growth Company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. þ
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No þ
The aggregate market value of the common stock held by non-affiliates of OFG Bancorp (the “Company”) was approximately $1.915 billion as of June 30, 2025 based upon 44,741,933 shares outstanding and the reported closing price of $42.80 on the New York Stock Exchange on that date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s definitive proxy statement relating to the 2026 annual meeting of shareholders are incorporated herein by reference in response to Items 10 through 14 of Part III.
EXPLANATORY NOTE
Part IV of our Original Filing is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment:
(a)(3) The following exhibits are filed with this Amendment:
Exhibit No. | Description of Document: | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OFG BANCORP
| By: | /s/ José Rafael Fernández | Dated: March 5, 2026 | |||||||||
| José Rafael Fernández President and Chief Executive Officer | |||||||||||
| By: | /s/ Maritza Arizmendi Díaz | Dated: March 5, 2026 | |||||||||
| Maritza Arizmendi Díaz Chief Financial Officer | |||||||||||
EXHIBIT 31.1
CERTIFICATION
I, José Rafael Fernández, Chief Executive Officer of OFG Bancorp, certify that:
1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K for the fiscal year ended December 31, 2025, of OFG Bancorp; and
2.Based on knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: | March 5, 2026 | ||||||||||
| By: | /s/ José Rafael Fernández | ||||||||||
| José Rafael Fernández | |||||||||||
| President and Chief Executive Officer | |||||||||||
1
EXHIBIT 31.2
CERTIFICATION
I, Maritza Arizmendi, Chief Financial Officer of OFG Bancorp, certify that:
1.I have reviewed this Amendment No. 1 to the annual report on Form 10-K for the fiscal year ended December 31, 2025, of OFG Bancorp; and
2.Based on knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
| Date: | March 5, 2026 | ||||||||||
| By: | /s/ Maritza Arizmendi | ||||||||||
| Maritza Arizmendi | |||||||||||
| Chief Financial Officer | |||||||||||
1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. §1350)
In connection with OFG Bancorp’s report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, José Rafael Fernández, President and Chief Executive Officer of OFG Bancorp, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of OFG Bancorp.
In witness whereof, I execute this certification in San Juan, Puerto Rico, this 5th day of March 2026.
| By: | /s/ José Rafael Fernández | |||||||
| José Rafael Fernández | ||||||||
| President and Chief Executive Officer | ||||||||
1
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. §1350)
In connection with OFG Bancorp’s report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Maritza Arizmendi, Chief Financial Officer of OFG Bancorp, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of OFG Bancorp.
In witness whereof, I execute this certification in San Juan, Puerto Rico, this 5th day of March 2026.
| By: | /s/ Maritza Arizmendi | |||||||
| Maritza Arizmendi | ||||||||
| Chief Financial Officer | ||||||||
1