S-1 1 ny20066736x4_s1.htm S-1

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OFG BANCORP

(Exact name of registrant as specified in its charter)

254 Muñoz Rivera Avenue

San Juan, Puerto Rico 00918

(787) 771-6800

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

Hugh González, Esq.

General Counsel

Oriental Center

254 Muñoz Rivera Avenue

San Juan, Puerto Rico 00918

(787) 771-6800

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

Copy of communications to:


Nicholas G. Demmo, Esq. Wachtell, 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

Approximate date of commencement of proposed sale to the public: As soon as practicable after this

Registration Statement becomes effective.

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. ☐

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. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the 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 Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.


Large accelerated filer	☒	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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			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


	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%	%


Underwriters			Principal Amount of Notes offered hereby
Keefe, Bruyette & Woods, Inc.			$
Piper Sandler & Co.
Total			$


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


EXHIBIT NO.			DESCRIPTION
1.1			Form of Underwriting Agreement⁽¹⁾

3.1			Composite Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to OFG’s annual report on Form 10-K filed with the SEC on February 26, 2021)

3.2			Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to OFG’s current report on Form 8-K filed with the SEC on January 31, 2023)

4.1			Description of Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated herein by reference to Exhibit 4.1 to OFG’s annual report on Form 10-K filed with the SEC on February 25, 2022)

4.2			Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.4 to OFG’s registration statement on Form S-8, as amended, filed with the SEC on October 7, 2013)

4.3			Form of Subordinated Indenture

4.4			Form of First Supplemental Indenture

4.5			Form of Fixed-to-Floating Rate Senior Notes due 2036 (included in Exhibit 4.4)

5.1			Opinion of Pietrantoni Mendez & Alvarez LLC

5.2			Opinion of Wachtell, Lipton, Rosen & Katz

23.1			Consent of Pietrantoni Mendez & Alvarez LLC (contained in Exhibit 5.1)

23.2			Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.2)

23.3			Consent of KPMG LLP

24.1			Powers of attorney (included on signature page)

25.2			Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture

107			Filing Fee Table


/s/ José Rafael Fernández			/s/ Maritza Arizmendi
José Rafael Fernández Chairman, President and Chief Executive Officer (Principal Executive Officer)			Maritza Arizmendi Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: March 11, 2026			Date: March 11, 2026

/s/ Jorge Colón-Gerena			/s/ Néstor de Jesús
Jorge Colón-Gerena			Néstor de Jesús Director

Date: March 11, 2026			Date: March 11, 2026

/s/ Annette Franqui			/s/ Roberto García
Annette Franqui Director			Roberto García Director

Date: March 11, 2026			Date: March 11, 2026

/s/ Lynda Grindstaff			/s/ Susan Harnett
Lynda Grindstaff Director			Susan Harnett Director

Date: March 11, 2026			Date: March 11, 2026

/s/ Angel Vázquez			/s/ Rafael Vélez
Angel Vázquez Director			Rafael Vélez Director

Date: March 11, 2026			Date: March 11, 2026

Commonwealth of Puerto Rico

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

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

SEC Form S-1 filed by OFG Bancorp