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DEAR SHAREHOLDERS:

On behalf of the Board of Directors of Popular, Inc. (“Popular” or the “Corporation”), we cordially invite you to our 2026 Annual Meeting of Shareholders (the “Annual Meeting”), to be held on Friday, May 8, 2026 at 9:00 a.m. (Atlantic Standard Time) at our headquarters located at Popular Center Building, PH Floor, 209 Muñoz Rivera Avenue, San Juan, Puerto Rico.

In 2025, Popular sustained its strong momentum, building on the foundation laid in previous years and advancing on key strategic initiatives. The team’s dedication resulted in robust financial performance, meaningful returns to shareholders and steadfast progress in our multi-year Transformation. The Board of Directors recognizes the senior management team and all employees for achieving these results. These achievements underscore our ongoing commitment to growth, innovation and value creation for all our stakeholders.

In July 2025, we welcomed Javier D. Ferrer as our new President and CEO and as a member of the Board. Javier’s leadership marks an exciting new chapter for Popular, and we are confident that his vision and dedication will further drive Popular’s growth and Transformation. We look forward to his contributions as we continue to build on our strong foundation and deliver value to our shareholders.

This Notice of Annual Meeting and Proxy Statement contains the details of the business to be conducted during the Annual Meeting. At this year’s Annual Meeting, shareholders will be considering the election of 11 candidates to our Board of Directors for a one-year term, an advisory vote to approve executive compensation and the ratification of PricewaterhouseCoopers LLP as our independent registered public accountants for 2026. This year, shareholders will also consider amendments to Popular’s Restated Certificate of Incorporation to modernize indemnification provisions and provide for director and officer exculpation to the extent permitted by Puerto Rico Law. These amendments will align our Restated Certificate of Incorporation with the current practice of other financial institutions and enhance Popular’s ability to attract and retain qualified directors, officers and employees.

I encourage you to read our proxy statement, annual report and other proxy materials. Whether or not you plan to participate in the Annual Meeting, we urge you to vote as soon as possible, either online, by phone or by mail. Please follow the voting instructions to ensure your shares are represented at the meeting. Your vote is important to us.

On behalf of the Board of Directors, thank you for your continued investment and support.

 

RICHARD L. CARRIÓN

Chairman of the Board of Directors

Popular, Inc.

 

 

DEAR SHAREHOLDERS:

2025 was an excellent year for Popular, reflecting the strength of our franchise and the work of our team across the organization. We delivered strong financial results, continued advancing our strategic priorities and executed significant capital actions for our shareholders.

During the year, we launched a new strategic framework centered on three clear objectives: be the #1 bank for our customers, be simple and efficient and be a top performing bank. This framework will continue to guide our Transformation as we deepen and expand client relationships, deliver exceptional service, simplify how we operate and generate tangible financial results and long-term shareholder value.

We reached important milestones in 2025. We launched a new consumer credit origination platform in Puerto Rico and the Virgin Islands which offers a fully digital origination process for personal loans and credit cards. We continued to invest in our physical retail network, blending the speed and convenience of self-service with in-person support, as well as in technology, modernizing our digital channels to provide customers with an exceptional experience across all points of interaction. We also executed a series of efficiency initiatives, including exiting our U.S. mortgage business, optimizing mortgage servicing operations in Puerto Rico, and transforming our ERP platform to a modern cloud-based solution that significantly improves agility and performance. We are proud of these accomplishments and are excited about the benefits of our ongoing and future initiatives.

Our achievements are the direct result of the commitment and dedication of our approximately 9,000 employees. I am deeply grateful for the work they do every day. I would also like to express my sincere appreciation to our senior management team and Board of Directors, whose support and counsel have been invaluable during my transition into the role of CEO.

Looking ahead, we are optimistic about Popular’s prospects for the year. We will continue to work with a strong sense of purpose to make a meaningful difference in the lives of our customers, colleagues and communities, and deliver sustained value to you, our shareholders.

On behalf of Popular, thank you for your trust and support.

 

JAVIER D. FERRER

President & Chief Executive Officer

Popular, Inc.

This Proxy Statement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including without limitation those regarding Popular’s business, financial condition, results of operations, plans, objectives and future performance. These statements are not guarantees of future performance, are based on management’s current expectations and, by their nature, involve risks, uncertainties, estimates and assumptions. Potential factors, some of which are beyond the Corporation’s control, could cause actual results to differ materially from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include, without limitation, the effect of competitive and economic factors, and our reaction to those factors, the adequacy of the allowance for loan losses, delinquency trends, market risk and the impact of interest rate changes (including on our cost of deposits), our ability to attract deposits and grow our loan portfolio, capital market conditions, capital adequacy and liquidity, the effect of legal and regulatory proceedings, new regulatory requirements or accounting standards on the Corporation’s financial condition and results of operations, the occurrence of unforeseen or catastrophic events, such as extreme weather events, pandemics, man-made disasters or acts of violence or war, as well as actions taken by governmental authorities in response thereto, and the direct and indirect impact of such events on Popular, our customers, service providers and third parties. Other potential factors include Popular’s ability to successfully execute its Transformation initiative, including, but not limited to, achieving projected earnings, efficiencies and return on tangible common equity and accurately anticipating costs and expenses associated therewith, our ability to execute capital actions, including with respect to share repurchases and dividends, the imposition of additional or special FDIC assessments, or increases thereto, changes to regulatory capital, liquidity and resolution-related requirements applicable to financial institutions in response to recent developments affecting the banking sector, the impact of bank failures or adverse developments at other banks and related negative media coverage of the banking industry in general on investor and depositor sentiment regarding the stability and liquidity of banks, the impact of any future U.S. government shutdown and changes in and uncertainty regarding federal funding, tax and trade policies, and rulemaking, supervision, examination and enforcement priorities of the federal administration. All statements contained herein that are not clearly historical in nature, are forward-looking, and the words “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.

More information on the risks and important factors that could affect the Corporation’s future results and financial condition is included in our Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. Our filings are available on the Corporation’s website (www.popular.com) and on the Securities and Exchange Commission website (www.sec.gov). The Corporation assumes no obligation to update or revise any forward-looking statements or information which speak as of their respective dates.

This summary highlights information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement before voting.

 

 

 

Popular’s GAAP net income for 2025 amounted to approximately $833.1 million, compared to $614.2 million in 2024. Excluding the partial reversal of the FDIC special assessment reserve, adjusted net income for the year 2025 was approximately $823.5 million, a 27% increase compared to the previous year. This variance was mainly driven by higher net interest income and operating income and lower provisions for credit losses. The increase in net interest income was due to higher loan balances, fixed-rate asset repricing in our investment portfolio and lower deposit costs in Puerto Rico public deposits and online deposits at Popular Bank. The increase in operating income was mainly due to higher debit and credit card fees. The decrease in the provision was due to improvements in the credit quality of certain portfolios and lower net charge-offs, partially offset by a specific reserve related to two-collateral dependent commercial loans. Operating expenses increased during the year as a result of the Corporation’s continued investment in its people and technology, but were below expectations as a result of efficiencies from targeted management efforts, as well as the delay of some investments as part of the Corporation’s Transformation initiative.

Popular’s capital levels remained robust during 2025 with a year-end Common Equity Tier 1 ratio of 15.7%. Tangible book value per share was $82.65 as of December 31, 2025, a 21.3% increase from 2024, primarily due to lower unrealized losses on investment securities and 2025 net income, offset in part by dividends and share repurchase activity. Popular also achieved a return on tangible common equity (“ROTCE”) of 13% for the year 2025, supported by targeted initiatives to grow revenues, capture cost efficiencies and balance sheet optimization. The Corporation remains committed to continue working to achieve a sustainable ROTCE of 14% over the long term. Popular’s shares closed 2025 at $124.52, a 32% increase when compared to year-end 2024. Popular’s stock outperformed the Nasdaq Composite Index, the KBW Nasdaq Regional Banking Index and the Nasdaq Bank Index, which increased by 20%, 4% and 3%, respectively, in the same period.

 

 

2025 was an exceptional year which reflected the strength of Popular’s franchise and the efforts of all employees across the organization. The Corporation achieved record earnings, increased deposits and experienced strong loan growth while maintaining stable credit quality. During 2025, Popular maintained a robust capital position and executed significant transactions to continue returning capital to shareholders. In addition, during 2025, Popular launched a new strategic framework aimed to sharpen Popular’s focus and enable the Corporation to move faster, work more cohesively, amplify its impact and deliver better financial results. Furthermore, as part of our Transformation initiative, Popular continued making significant progress in the modernization of its customer channels to provide customers with an exceptional experience across all points of interactions, no matter what channel they use. Popular’s 2025 results reflect disciplined execution, solid operating performance and continued progress on the Corporation’s strategic priorities.

 

In 2025, the Corporation established a new strategic framework centered on the following three strategic objectives:

 

This new strategic framework aims to sharpen Popular’s focus and enables the Corporation to move faster, work more cohesively, amplify its impact and deliver better financial results. This new strategic framework will continue to guide the Transformation efforts as Popular continues to reimagine customer solutions and unlock growth opportunities. As Popular transforms, providing exceptional customer service continues to be at the center of the Corporation’s value proposition.

Popular is fully committed to its company-wide, multi-year Transformation to ensure its long-term success. As part of this Transformation, we are making significant investments in technology, talent and new digital and data capabilities in order to provide our customers with more personalized and accessible services, increase employee performance and satisfaction with more agile work processes, and generate sustainable profitable growth and value for our shareholders. During 2025, Popular made steady and notable progress in its Transformation, which included, among other things:

 

Our executive compensation program is designed to motivate and reward performance, align executives with shareholder interests, promote long-term shareholder value, attract and retain highly qualified executives and mitigate conduct that may promote improper sales practices or excessive or unnecessary risk taking. Our program is premised upon:

Our executive compensation program focuses on the achievement of annual and long-term goals that generate sustained company performance and strong returns to our shareholders. As illustrated in the graphs below, in 2025, 81% of total target compensation for the President and CEO and 65% on average for the other NEOs was at-risk, subject to corporate and individual performance.

 

With the exception of Mr. Ferrer, who received a 32.9% adjustment on his base salary in connection with his promotion to CEO on July 1, 2025, the other NEOs received a salary increase adjustment in March 2025, ranging from 1.5% to 7.2%, upon consideration of market benchmarking and each NEO’s individual performance.

Popular’s short-term cash incentive rewards the achievement of annual financial and non-financial goals that reinforce the Corporation’s business strategy and priorities. The short-term annual cash incentive is awarded based on the degree of achievement of the corporate adjusted after-tax net income goal, the annual adjusted after-tax ROTCE goal, the key milestones tied to the Corporation’s muti-year Transformation initiative and individual pre-determined financial and non-financial goals based on each NEO’s role. For 2025, the total short-term cash incentive target as a percentage of base salary was 135% for the CEO and 80% for the other NEOs. Actual payouts can range from zero to 1.5 times the target award. After considering all incentive components, the Talent and Compensation Committee (the “Committee”) approved annual cash incentive payments in respect of 2025 equal to 136% of the prorated target for Mr. Ferrer, 134% of the prorated target

for Mr. Alvarez, 133% of target for Mr. García, 133% of target for Mr. Soriano, 128% of target for Mr. Chinea and 133% of target for Ms. Burckhart. Due to Mr. Ferrer’s appointment as CEO, effective July 1, 2025, the Committee approved a short term cash incentive based on a target of 80% of his base salary as President and COO, corresponding to the first half of 2025, and a target of 135% of his base salary as President and CEO, corresponding to the second half of 2025. Due to Mr. Alvarez’s retirement on June 30, 2025, the Committee approved a prorated short-term cash incentive equal to $1,023,441, corresponding to 134% of Mr. Alvarez’s target opportunity under the short-term incentive for 2025, prorated based on the six full calendar months of employment during 2025.

The annual equity grant rewards performance and aligns the interests of our NEOs with those of our shareholders. One half of the target award consists of performance shares, with actual earned shares determined at the end of a 3-year performance period based on total shareholder return (“TSR”) and ROTCE metrics. The other half of this award consists of time-vested restricted stock granted based on corporate and individual performance that vests on a pro-rata basis, with 25% vesting annually over a 4-year period. Actual payout for long-term incentive awards may range from zero to 1.5 times the target award. In February 2025, the Committee granted NEOs, other than Mr. Alvarez, (i) performance awards at target level, since vesting is determined based on future (3-year) performance, and (ii) time-vested restricted stock awards above the target level for the CEO and the other NEOs, in recognition of each NEO’s strong leadership and contribution to Popular’s solid performance in 2024. Due to Mr. Alvarez’s pending June 30, 2025 retirement, he was not awarded performance shares during 2025 and the Committee approved a long-term award of 300% of Mr. Alvarez’s base salary consisting of restricted stock with vesting on the first anniversary of his retirement date and subject to certain restrictive covenants. For purposes of the February 2025 grant, the percent of base salary awarded was equal to 160% for Mr. Ferrer, 300% for Mr. Alvarez, 113% for Mr. García, 110% for Mr. Soriano and Ms. Burckhart, and 95% for Mr. Chinea. At its June 2025 meeting, the Committee granted a prorated equity award for Mr. Alvarez based on his target opportunity under the long-term equity incentive equal to 300% of current base salary, prorated based on the six full calendar months of employment during 2025, consisting of restricted stock vesting on the first anniversary of his retirement date and subject to certain restrictive covenants. In addition, at its June 2025 meeting, in recognition of Mr. Ferrer’s promotion to the CEO role, the Committee granted a one-time equity incentive award of $1,022,000 in restricted stock reflecting the difference between the prorated value of his new long-term equity incentive target opportunity for the six-month period of 2025 during which Mr. Ferrer served as President and CEO and the grant he received in February 2025 as President and COO. Our executive compensation programs are discussed in more detail in the “Compensation Discussion and Analysis” and “2025 Executive Compensation Tables and Compensation Information” sections of this Proxy Statement.

For 2025, the total compensation paid to or earned by our NEOs was as follows:

Our Board of Directors believes that high standards of corporate governance are an essential component of the strength of our corporate culture and ensure that our institutional values are embedded in our day-to-day business operations. The Board’s Corporate Governance and Nominating Committee recommends to the Board the adoption of corporate governance guidelines to protect and enhance shareholder value and to set forth the principles as to how the Board, its various committees, individual directors and management should perform their functions. The Corporate Governance and Nominating Committee considers developments in corporate governance and periodically recommends to the Board changes to our corporate governance practices.

Popular’s Corporate Governance Guidelines provide that at least two-thirds of the Board shall consist of directors who the Board has determined have no material relationship with Popular and who are otherwise “independent” under the director independence standards of NASDAQ. The Board, with the assistance of the Corporate Governance and Nominating Committee, conducts an annual review of any relevant relationships that each director may have with Popular and whether each director meets the independence standards of NASDAQ. The Board has determined that all of its current directors and nominees, except for Mr. Carrión, who is our former CEO and Executive Chairman, and Mr. Ferrer, who is our current President and CEO, meet the independence standards of NASDAQ.

As part of the process to determine director independence, the Board considered payments made by Popular in the ordinary course of business to various entities indirectly related to Ms. Ferré in connection with call center services and marketing and advertising activities of Popular and its affiliates. The Board also considered donations made by Popular to a non-profit organization related to Ms. Ferré as part of Popular social commitment initiatives. In the case of Mr. Carrady, it also considered payments made and received by Popular in the ordinary course of business in connection with property lease transactions with entities related to him. None of the payments made to the entities related to Ms. Ferré or entities related to Mr. Carrady were for the provision of professional or other services by a professional services firm. Applying the independence standards of NASDAQ, the Board determined that these business relationships are not material and do not impair the ability of either Ms. Ferré or Mr. Carrady to act independently.

 

Each year, the Board evaluates whether Popular’s leadership structure is in the best interest of Popular. The Board does not have a policy on whether the Chairman and the CEO positions should be separate or combined. Currently, Mr. Carrión serves as the Chairman of the Board of Directors and Mr. Ferrer serves as President and CEO of Popular. The Board could in the future decide to consolidate these positions if it determines that doing so would serve the best interests of Popular.

The Board believes that its present structure provides Popular and the Board with strong and objective leadership, effective engagement with and oversight of management, and continuity of experience. As a highly regulated financial services provider, Popular and our shareholders benefit from having a Chairman with deep experience and leadership in and knowledge of the financial services industry, our company, its businesses and our markets.

Popular’s Corporate Governance Guidelines require the designation of a Lead Independent Director when the Chairman of the Board is not an independent director. If a Lead Independent Director is to be designated, the independent members of the Board elect amongst themselves a Lead Independent Director, a position currently occupied by Ms. Ferré since May 2025.

The Corporate Governance Guidelines provide that the Lead Independent Director has the following responsibilities:

The Board has five standing committees: an Audit Committee, a Corporate Governance and Nominating Committee, a Risk Management Committee, a Talent and Compensation Committee and a Technology Committee. The Board regularly evaluates whether the number, membership and responsibilities of each of its committees are best suited to fulfill its obligations. The Board believes that the present committee structure provides the Board with effective oversight of management and Popular’s operations. The following is the current structure and composition of the committees of the Board:

 

 

All five committees of the Board operate under written charters, which are posted on our website under the heading “Corporate Governance” at www.popular.com/en/investor-relations. Highlighted below are some of the key responsibilities of each committee, as well as information about committee members and their independence, number of meetings in 2025 and last charter revision date, among others. For additional information on the role of certain of the standing committees in connection with risk oversight and oversight of corporate sustainability matters, please see the “Board Oversight of Risk Management” and “Corporate Responsibility and Sustainability” sections of this Proxy Statement.

While management has primary responsibility for managing risk, the Board has a significant role in the risk oversight of Popular. The Board performs its risk oversight functions directly and through several Board committees, each of which oversees the management of risks that fall within its areas of responsibility, as described below. In discharging their responsibilities, Board committees have full access to management and independent advisors as they deem necessary or appropriate. In addition, each Board committee reports to the Board on their risk oversight functions after each meeting. Whenever it is deemed appropriate, management gives presentations to the full Board in connection with specific risks, such as those related to compliance, cybersecurity and information security, among others. The principal roles and responsibilities of the Board committees in the oversight of risk management are described next.

At Popular we are committed to elevating the social and economic well-being of our employees, customers and communities, through our core service offerings and responsible business practices. To fulfill our commitment, we have developed corporate sustainability practices that include transparently communicating our journey and progress.

Our 2025 Corporate Sustainability Report is expected to be published during the second quarter of 2026. To learn more about Popular’s commitment to sustainability, please visit https://www.popular.com/en/corporate-sustainability/. The information contained in our Corporate Sustainability Report and on our website is not incorporated by reference in this Proxy Statement or considered to be a part of this document.

The Board met 10 times during 2025. Each director attended 93% or more meetings of the Board and the meetings of committees of the Board on which each such director served. Directors also are kept informed of our business through meetings and direct communications with the Chairman and the CEO regarding matters

of interest to Popular and our shareholders. While Popular has not adopted a formal policy with respect to directors’ attendance at the meetings of shareholders, Popular encourages directors to attend all meetings of shareholders. All of our directors attended the 2025 annual meeting of shareholders.

The Corporate Governance Guidelines provide that the non-management directors will meet in executive sessions in-person after regularly scheduled Board meetings and that independent directors will also meet in executive sessions as frequently as determined by the independent directors, but not less frequently than twice a year. During 2025, directors met in executive sessions after each regularly scheduled in person Board meeting. The independent directors met 3 times during 2025.

Popular provides an onboarding and orientation process for new directors to facilitate the integration of new members to the Board and enhance the overall functioning of the Board. The onboarding process provides new directors with background material on Popular, its business and strategic plan, risk profile and an overview of Boardroom dynamics and director roles and responsibilities. The onboarding process also includes meetings with Board leadership and senior management, as well as access to supplemental materials and training resources, as appropriate.

Director continuing education enhances the skills and knowledge necessary to fulfill director responsibilities. The Board has established a Director Continuing Education Program that includes in-boardroom training and educational sessions, promotes individual director development and provides supplemental educational materials and resources. On an annual basis, the Corporate Governance and Nominating Committee of the Board establishes an in-boardroom training calendar for the year to provide the Board with educational sessions on a variety of topics, including regulatory compliance, financial crimes compliance, cybersecurity, and banking regulatory trends, among others. Directors are also encouraged to further their individual development by participating in at least one director-related continuing education session each year provided by a recognized organization engaged in director continuing education services. Additionally, on an ongoing basis, directors receive supplemental educational materials and resources to complement their continuing education. These materials and resources include, among others, access to the National Association of Corporate Directors’ (NACD) Continuing Education Program, which offers our directors access to a wide range of in-person, peer-based and webinar educational programs on a variety of topics, including, strategic oversight, corporate governance, committee duties, succession planning, cyber and information security, board leadership and industry developments.

Our Board conducts an annual self-assessment that is intended to determine whether the Board, its committees and each individual director are functioning effectively and provides them with the opportunity to evaluate, reflect and improve processes, performance and effectiveness. As part of such assessment, each director is provided a written questionnaire that is designed to gather suggestions for improving Board and committee effectiveness and solicit feedback on a wide range of issues, including, among others:

Each of the five standing committees of the Board is also required to conduct its own written annual self-assessment, which generally evaluates matters such as: (i) responsibilities and organization of the committee, including adequacy of its charter; (ii) operations of the committee; (iii) the adequacy of meeting materials and information provided; and (iv) assessment of the committee’s performance of its assigned duties, among others. Each director also participates in an individual director self-assessment where directors evaluate their own performance and effectiveness and identify areas for improvement. Additionally, our Corporate Governance Guidelines provide that the Corporate Governance and Nominating Committee shall retain, at least every three years, an independent consultant to facilitate the Board’s performance evaluation. The most recent Board evaluation facilitated by an independent consultant was performed as part of the 2024 Board evaluation process.

The Corporate Governance and Nominating Committee oversees the annual self-evaluation process with the input from the Chairman and the Lead Independent Director. Responses to the Board and committee self-assessments, including written comments, are tabulated to show trends compared to prior years.

Responses are not attributed to individual directors in order to promote openness, discussion and collegiality. The Board and Committee self-assessment results are discussed in the Corporate Governance and Nominating Committee, and the Chair of the Corporate Governance and Nominating Committee leads the discussion with the full Board. The committee self-assessment results are also discussed at each committee, followed by a discussion of the results with the full Board led by each Committee Chair. The results of the individual director self-assessments are shared with the Chairman and the Lead Independent Director, which then engage on one-on-one conversations with the individual directors to obtain their assessment and provide feedback, as needed. Following the discussions of the results of the evaluations, appropriate action plans are developed and executed in partnership with management.

The Corporate Governance and Nominating Committee annually reviews the format and process to be used to carry out the Board, committee and individual director self-assessment, as well as evaluates potential enhancements to the process.

The following summarizes the 2025 Board’s self-assessment process:

 

Popular’s Board recognizes that one of its most important duties is to ensure senior leadership continuity by overseeing the development of executive talent and planning for the efficient succession of the CEO and other executive officers. The Board has delegated primary responsibility for succession planning to the Talent and Compensation Committee. The Talent and Compensation Committee reviews annually a management succession plan, developed by the CEO, and reports annually to the Board on the management succession plan. The principal components of this plan are: (i) a proposed plan for emergency CEO succession, (ii) a proposed plan for CEO succession in the ordinary course of business, and (iii) the CEO’s plan for management succession for the other policy-making officers of Popular. The succession plan includes an assessment of the experience, performance, skills and planned career paths for possible candidates within the senior management team. Development initiatives supporting the succession plan include job enhancements and rotations, the Executive Development Program, specialized external trainings and competency assessments.

Our Corporate Governance Guidelines prohibit executive officers and directors of Popular from engaging in hedging or monetization transactions with respect to Popular’s securities. Such prohibited transactions include, but are not limited to, zero-cost collars, equity swaps, and forward sale contracts since they are considered speculative as they allow the shareholder to lock in the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. This allows the holder to continue to own the underlying securities without the full rewards and risks of ownership. In addition, pledging of Popular’s securities, including restricted stock and restricted stock units granted as compensation, by executive officers and directors is also prohibited under the Corporate Governance Guidelines. This prohibition includes securities pledged as collateral for margin accounts, as well as securities pledged as collateral for loans.

The Board has adopted a Code of Ethics applicable to Popular’s employees, officers and directors. The Code of Ethics reaffirms Popular’s high standards of ethics, integrity and honesty, and provides the general rules to be followed in order to act in accordance with our ethical principles. Directors, NEOs, other executive officers and employees are required to read and comply with the Code of Ethics. Popular offers a training on its Code of Ethics to all new employees shortly after their start date and also provides periodic Code of Ethics training to all employees. The Code of Ethics training is available in both English and Spanish. Moreover, on an annual basis employees must certify that they have read the Code of Ethics and complete a Declaration on Code of Ethics, Anti-Bribery/Anti-Corruption Policy and Possible Conflicts of Interest. In addition, suppliers, including vendors, service providers, consultants and contractors, among others, are subject to the Code of Ethics for Popular Suppliers.

Overall responsibility for interpreting and applying the Code of Ethics rests with the Corporate Ethics Officer, whose work is overseen by Popular’s Chief Legal Officer and the Board. At least once a year, the Corporate Ethics Officer reports to the Board on the status of the Code of Ethics, ethics training and other ethics-related matters. Our Board of Directors plays an essential oversight role over ethics-related matters of the Corporation, by among others:

The Code of Ethics provides that any waivers of its terms granted to NEOs, other executive officers or directors may be made only by the independent members of the Board. Any such waivers must be promptly disclosed to the shareholders.

During 2025, Popular did not receive or grant any request from directors, NEOs or other executive officers for waivers under the provisions of the Code of Ethics. The Code of Ethics was last revised on September 2025 and is available on the Corporate Governance section of Popular’s website in English at https://investor.popular.com/eng/corporate-governance/ and in Spanish at https://investor.popular.com/esp/regencia-corporativa/. Popular posts on its website any amendments to the Code of Ethics and any waivers granted to the President and CEO, the CFO, the Corporate Comptroller or directors.

Popular expects employees to report behavior that concerns them or that may represent a violation of the Code of Ethics. Popular offers several channels by which employees may raise an issue or concern, including any actual or potential violations of the Code of Ethics. One such method is EthicsPoint, a website and telephone hotline that is available 24/7. EthicsPoint reports can be submitted anonymously.

Popular has adopted an Insider Trading Policy and Insider Trading Procedures (collectively, the “Insider Trading Policy and Procedures”) that govern the purchase, sale and/or disposition of securities of Popular by directors, officers and employees of Popular. In addition, the Insider Trading Policy and Procedures establish that Popular shall not buy or sell securities of Popular on the basis of material non-public information relating to Popular in violation of federal or state securities laws. We believe that these documents are reasonably designed to promote compliance with insider trading laws, rules and regulations and with any listing standards applicable to Popular. A copy of the Insider Trading Policy and Procedures are included as Exhibit 19.1 in our Annual Report on Form 10-K filed with the SEC on March 2, 2026.

The Corporate Governance and Nominating Committee Charter provides that, in nominating candidates, the Committee will take into consideration such factors as it deems appropriate, which may include judgment, skills, diversity, experience with business and other organizations, the interplay of the candidate’s experience with the experience of the existing Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board.

The Corporate Governance and Nominating Committee will consider candidates for director who are recommended by its members, by other Board members, by management, by shareholders, by contacts in the communities we serve, and by third-party search firms. The Corporate Governance and Nominating Committee has the authority to engage a third-party search firm or consultant to identify and provide information on potential candidates for review, based on the criteria described in this section.

There are no differences in the manner in which the Corporate Governance and Nominating Committee will evaluate nominees for director in the event the nominee is recommended by a shareholder.

Shareholders who wish to submit nominees for director for consideration by the Corporate Governance and Nominating Committee for election at Popular’s 2027 annual meeting of shareholders may do so as set forth under the “General Information About the Meeting—Shareholder Proposals” section of this Proxy Statement.

There were no nominees for director recommended by shareholders for consideration by the Corporate Governance and Nominating Committee for election at the 2026 annual meeting of shareholders. At this year’s annual meeting, all nominees are currently incumbent directors. Under Popular’s Corporate Governance Guidelines, the Board should, based on the recommendations of the Corporate Governance and Nominating Committee, select nominees for the position of independent director by considering the following criteria:

The Corporate Governance and Nominating Committee does not have a specific diversity policy with respect to the director nomination process. Rather, the committee considers diversity in the broader sense of how a candidate’s viewpoints, experience, skills, background and other demographics could assist the Board in light of the Board’s composition at the time. The Board believes that each director contributes to the overall diversity by providing a variety of personal and professional experiences and backgrounds. The Board believes that the current directors and nominees reflect a broad diversity of background, skills, experiences and other demographic.

 

Any shareholder who desires to contact the Board or any of its members may do so by writing to:

Popular’s Corporate Secretary reviews all correspondence addressed to the Board or any of its members and provides the Board with copies of all communications that deal with the functions of the Board or its committees, or that otherwise require Board attention. Communications received by the Audit Committee that are not related to accounting or auditing matters may, in its discretion, be forwarded by the Audit Committee or any of its members to other committees of the Board or to Popular’s management for review.

Popular maintains a corporate governance section on its website at www.popular.com/en/investor-relations/ where investors may find copies of our principal governance documents. The corporate governance section of Popular’s website contains, among others, the following documents:

Information relating to director nominee’s participation in Popular’s committees, age, principal occupation, business experience during the past five years (including positions held with Popular or its subsidiaries and the period during which each director has served in such capacity), directorships, expertise, skills and qualifications is set forth below. All of Popular’s directors are also directors of the following subsidiaries of Popular: Popular North America, Inc., Banco Popular de Puerto Rico (“BPPR”) and Popular Bank.

 

 

 

 

 

 

 

 

 

 

 

The following information sets forth the names of our executive officers, their age, business experience and directorships during the past five years, as well as the period during which each such person has served as executive officer of Popular.

We may be party to transactions, arrangements or relationships with our directors, director nominees, executive officers, shareholders owning more than 5% of the Corporation’s voting securities, or their immediate family members (each, a “Related Party”). We have adopted a written Policy on Related Party Transactions (the “Related Party Policy”) to identify and evaluate potential conflicts of interest, independence factors and disclosure obligations arising out of transactions, arrangements or relationships between Related Parties and us.

Transactions covered by the Related Party Policy may also be subject to restrictions pursuant to the Federal Reserve Board’s regulation on Loans to Executive Officers, Directors, and Principal Shareholders of Member Banks (Regulation O), which is the subject of a separate policy.

The Related Party Policy governs the review, approval or ratification of transactions, arrangements or relationships: (i) in which Popular or any of its subsidiaries is a participant; (ii) the aggregate amount involved will or may be expected to exceed $120,000; and (iii) a Related Party has or will have a direct or indirect material interest. These transactions must be submitted to the Audit Committee for their review, evaluation and approval, unless pre-approved under the Related Party Policy.

Directors and executive officers must notify Popular’s Chief Legal Officer (“CLO”) of any transaction with a Related Party in which they, or their immediate family members, have a material interest. Any unit or division proposing a transaction with a Related Party must also notify the CLO, the Corporate Comptroller and the General Auditor by completing a Related Party Transaction Request Form. After review by the CLO, the form is submitted for consideration and approval of the Audit Committee of the Board. The form must contain, among other things, a description of the proposed transaction, its benefits to Popular and an assessment of whether the proposed transaction with a Related Party is on terms that are comparable to the terms available to an unrelated third party or to employees generally. Only disinterested members of the Audit Committee of the Board participate in the review and determination of whether a transaction with a Related Party is approved. The Audit Committee of the Board will approve or ratify transactions with Related Parties when the transaction is deemed to be in, or is not inconsistent with, the best interest of Popular.

In accordance with the terms of the Related Party Policy, certain types of transactions are pre-approved and certain recurring transactions are approved annually, without the need to submit the corresponding form to the Audit Committee. Pre-approved transactions include certain banking-related services and transactions in the ordinary course of business involving financial products and services provided by, or to, Popular, including loans, provided such transactions comply with the Sarbanes-Oxley Act of 2002, Regulation O and other applicable laws and regulations. Other pre-approved instances include transactions in which the rate or charges involved in the transaction are determined by competitive bids. In the event Popular becomes aware of a transaction with a Related Party that has not been approved under the terms of the Related Party Policy, the Audit Committee considers all relevant facts and circumstances regarding the transaction with the Related Party and evaluates all options available to Popular, including ratification, revision or termination. The Audit Committee of the Board also examines the facts and circumstances pertaining to the failure of reporting such transaction with a Related Party to the Audit Committee, as required by the Related Party Policy, and may take such actions as it deems appropriate.

Fundación Banco Popular, Inc. (the “BPPR Foundation”) is a Puerto Rico not-for-profit corporation created to improve the quality of life in Puerto Rico. As BPPR’s philanthropic arm, it provides a scholarship fund for employees’ children and supports education and community development projects. BPPR and the Puerto Rico employees of Popular, through voluntary personal donations, are a significant source of funds for the BPPR Foundation. In 2025, Popular and its subsidiaries contributed approximately $1.1 million to the BPPR Foundation through the matching of employee contributions. During 2025, Popular contributed an additional $1.0 million to support the BPPR Foundation’s activities. Popular also provided human and operational resources to support the activities of the BPPR Foundation, which during 2025 amounted to approximately $1.6 million, including maintenance and the amortization of leasehold improvements for the BPPR Foundation’s headquarters. The Board of Trustees of the BPPR Foundation appoints its eleven members. Mr. Carrión is the Chairman, while Messrs. Ferrer and Negrón and Ms. Burckhart are members, of the Board of Trustees of the BPPR Foundation.

The Popular Foundation, a New York not-for-profit corporation, was created to strengthen the social and economic well-being of the communities served by Popular Bank. Popular Bank and its employees, through

voluntary personal donations, are the main source of funds of the Popular Foundation. During 2025, Popular Bank contributed approximately $234,000 to the Popular Foundation through the matching of employee contributions. In addition, Popular provides human resources to support the activities of the Popular Foundation, which during 2025 amounted to approximately $103,000. As Popular Bank’s philanthropic arm, it provides support to charitable organizations with a focus on community development and education. Mr. Carrión is the Chairman, while Messrs. Chinea, Ferrer and Negrón are members, of the Board of Directors of the Popular Foundation.

A daughter of Ignacio Alvarez, Popular’s Chief Executive Officer until June 2025, is employed as a Counsel in the Legal Division of the Corporation. She received total compensation of approximately $136,500 during fiscal year 2025 and participated in the Corporation’s general benefit plans available to all employees. Her compensation was established in accordance with the Corporation’s employment and compensation practices applicable to employees with similar qualifications and responsibilities or holding similar positions. Her employment relationship and compensation structure was approved and ratified by the Audit Committee under the Related Party Policy.

In September 2022, an entity indirectly owned by Ms. Ferré Rangel and her siblings (the “Contracted Entity”) entered into a one-year contract (renewable for subsequent one-year periods) with BPPR to provide call center services in Puerto Rico to the Customer Contact Center Division of BPPR. As part of the procurement process, BPPR conducted a request for proposal for the call center services and obtained proposals from three different service providers, including the Contracted Entity. After evaluating the proposals, the Customer Contact Center Division of BPPR selected the Contracted Entity based on its service experience in Puerto Rico, system capabilities, experience with the financial services industry and the cost structure of the proposal. In June 2022, the Audit Committee approved the transaction with the Contracted Entity in accordance with the Related Party Policy. The contract was extended on September 1, 2023, on September 1, 2024 and on September 1, 2025, each time for a one-year term. The total amount of the contract for the current one-year term is estimated to be approximately $862,000. During 2025, BPPR paid the Contracted Entity approximately $817,000 for services rendered under the contract.

In 2025, Popular donated $155,000 to the Luis A. Ferré Foundation, Inc. (the “LAF Foundation”), a non-profit organization created for the development of the arts and education in Puerto Rico. Ms. Ferré Rangel serves as the President and a Trustee of the LAF Foundation. This donation was made pursuant to a Donation Agreement entered into in August 2024 between Popular and the LAF Foundation (the “Donation Agreement”), under which Popular committed to annual donations over a five-year period of $80,000 to support the repair of the LAF Foundation’s facilities, which were damaged by a series of earthquakes that affected the southern part of Puerto Rico in January 2020, and $75,000 to support the LAF Foundation’s educational and outreach programs. These donations are part of Popular’s social commitment to support the arts and educational programs throughout Puerto Rico and are made subject to terms and conditions available to other unrelated third parties that qualify and comply with the purpose and requirements established for Popular’s social commitment initiatives generally. In April 2024, the Audit Committee approved the Donation Agreement in accordance with the Related Party Policy.

Furthermore, BPPR has loan transactions with Popular’s directors and officers, and other Related Parties, and intends to continue such transactions in the ordinary course of its business, on substantially the same terms, including interest rates and collateral, as those prevailing for comparable loan transactions with third parties. Except as discussed below, the extensions of credit have not involved and do not currently involve more than the normal risks of collection or present other unfavorable features or otherwise require disclosure under Item 404 of Regulation S-K of the Securities and Exchange Commission:

Related Parties of Mr. Ballester have outstanding loans made prior to the borrowers on such loans having become Related Parties of Mr. Ballester. These loans—five commercial loans made to entities that are wholly-owned by one brother-in-law of Mr. Ballester—were acquired by BPPR in 2010 as part of the Westernbank FDIC-assisted transaction. The loans are secured by real estate and personally guaranteed by the brother-in-law of Mr. Ballester. The loans were originated by Westernbank between 2001 and 2005 and had an aggregate outstanding principal balance of approximately $33.5 million when they were acquired by BPPR. Between 2011 and 2014, the loans were restructured to consist of: (i) five notes with an aggregate outstanding principal balance of $19.8 million with a 6% annual interest rate (“Notes A”) and (ii) five notes with an aggregate outstanding balance of $13.5 million with a 1% annual interest rate, to be paid upon maturity (“Notes B”). The restructured notes had an original maturity of September 30, 2016 and, thereafter, various interim renewals were approved to allow for the negotiation of a longer-term extension. On April 2022, one of these interim extensions decreased the interest rate applicable to the Notes A to 4.25% and maintained the Notes B at an interest rate of 1%. In November 2022, BPPR and the Related Parties of Mr. Ballester entered into a five-year extension of the loans, until November 2027. The five-year extension, among other things: (i) increased the interest rate applicable to Notes A to 5.25% and maintained the Notes B at an interest rate of 1% and (ii) established a principal repayment schedule for Notes A, including a

$700,000 mandatory prepayment. The five-year extension of the loans was approved by the Audit Committee in accordance with the Related Party Policy. The largest outstanding balance of the loans during 2025 was approximately $27.7 million, of which approximately $14.2 million corresponded to Notes A and approximately $13.5 million to Notes B. During 2025, the borrower paid approximately $786,727 and $738,735 in principal and interest, respectively. The aggregate outstanding balance on the loans as of December 31, 2025, was approximately $27.0 million, of which approximately $13.5 million corresponded to Notes A and approximately $13.5 million to Notes B.

Mr. Carrión is President of and owns, together with his siblings, an entity which in turn owns 35% of a corporation that is the owner of a commercial building in Puerto Rico. In addition, Mr. Carrión’s sister is the owner of an entity that has a participation of 21.5% in the same corporation. In June 2001, this corporation obtained a $30.4 million commercial loan from Doral Bank to provide financing for the development of the commercial building. In March 2007, Westernbank acquired the loan from Doral Bank and increased the loan amount to $40.5 million through additional borrowings. The loan had a 40-year amortization schedule, an interest rate of LIBOR plus 1.40% and a maturity date of March 2017. The loan was secured by the commercial building developed with the proceeds of the loan and guaranteed by the owners of the borrower. The loan was acquired by BPPR in 2010 as part of the Westernbank FDIC-assisted transaction. In May 2017, the loan was sold by BPPR to the Corporation, and in August 2017, after another interim renewal, the Corporation refinanced the then-current $37.9 million principal balance of the loan at an interest rate of 5.15%, a maturity date of February 2019 and a 30-year amortization schedule. In February 2019, the loan was renewed for a period of 36-months at an interest rate of 5.75% and a 30-year amortization schedule. In December 2021, after receiving the approval of the Audit Committee under the Related Party Policy, the Corporation refinanced the then-current $36.0 million principal balance of the loan at an interest rate of 4.50%, a maturity date of December 2026 and a 20-year amortization schedule. The largest outstanding balance of the loan during 2025 was approximately $31.1 million. Payments of principal and interest of approximately $1.34 million and $1.39 million, respectively, were made during 2025. As of December 31, 2025, the outstanding balance of the loan was approximately $29.8 million. The borrower is current on its payments.

In this section, we describe the key features of Popular’s executive compensation program, 2025 compensation payments and rewards, and the factors that we considered in making 2025 compensation decisions regarding our NEOs. For 2025, Popular’s NEOs were:

The Corporation reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). A reconciliation of the GAAP to non-GAAP financial measures referred to herein is provided in Appendix A to this Proxy Statement. This discussion includes statements regarding financial and operating performance targets in the specific context of Popular’s executive compensation program. Shareholders should not interpret these statements in any other context.

2025 was an excellent year for Popular. The Corporation reported GAAP net income of $833.1 million, $219 million higher than in 2024, driven by strong loan growth, stable credit quality and continued capital returns to shareholders. After excluding a partial release of the FDIC special assessment reserve, the Corporation’s after-tax adjusted net income was $823.5 million, representing a 27% increase over the prior year. This growth was primarily driven by strong loan expansion across most business segments, led by commercial and construction lending at Banco Popular de Puerto Rico (“BPPR”) and Popular Bank and mortgage growth at BPPR. During 2025, Popular also maintained a robust capital position and executed significant transactions to continue returning capital to shareholders. For incentive purposes, we use Non-GAAP after-tax adjusted net income of $823.5 million as the key financial metric for incentive compensation because we believe it best reflects the underlying performance of our ongoing operations. The Talent and Compensation Committee’s (the “Committee”) use of adjusted net income ensures that participants are neither rewarded nor penalized for items that are non-recurring, unusual or not indicative of ongoing operations. Refer to the GAAP to Non-GAAP reconciliation in Appendix A.

During 2025, Popular launched a new strategic framework aimed to sharpen Popular’s focus and enable the Corporation to move faster, work more cohesively, amplify its impact and deliver better financial results. As part of its Transformation initiative, Popular also continued making significant progress in the modernization of its customer channels to provide customers with an exceptional experience across all points of interactions, no matter what channel they use.

Popular’s (“BPOP”) common stock closed 2025 at $124.52, 32% higher than year-end 2024. Popular's stock outperformed the Nasdaq Composite, the KBW Regional Bank Index, and the Nasdaq Bank Index, which increased by 20%, 4%, and 3% respectively, during the same period.

Some of Popular’s additional key corporate highlights during 2025 included:

As illustrated in the following graph, performance-based short- and long-term incentives represent the majority of our NEOs’ target total compensation opportunity (81% for the President and CEO and an average of 65% for the other NEOs). The following graph reflects our current CEO and other NEOs’ target compensation.

 

In February 2025, the Committee awarded NEOs, other than Mr. Alvarez, performance shares in line with their target opportunity and time-vested restricted stock above target in recognition of their leadership and contributions to Popular’s strong 2024 performance. For Mr. Alvarez, the Committee approved an award equal to his total long-term incentive target opportunity entirely in restricted stock that vest on the first anniversary of his retirement date (June 30, 2026), subject to his compliance with certain restrictive covenants, including customary confidentiality covenants, as well as non-competition and non-solicit restrictions that apply through the vesting date. In light of his pending retirement in June 2025, Mr. Alvarez’s February LTI excluded performance shares. In June 2025, the Committee granted additional restricted stock award to (i) Mr. Alvarez due to the Company’s and Mr. Alvarez’s performance during the first six months of 2025, and (ii) Mr. Ferrer in connection with his promotion to CEO on July 1, 2025 and associated compensation increase. For more information, refer to the “June 2025 Grants in Connection with CEO Transition” section of this Proxy Statement.

Mr. Alvarez’s performance during the first six months of 2025, and Mr. Ferrer received a grant of restricted shares in June 2025 to recognize his promotion and reflect prorated compensation for his service as CEO during 2025. For more information, refer to the “June 2025 Grants in Connection with CEO Transition” section of this Proxy Statement.

The Committee approves Popular’s compensation programs upon consideration of market competitive trends, regulatory guidelines and leading practices. Furthermore, our executive compensation program is designed to discourage excessive or unnecessary risk taking and improper sales practices through the adequate balance of short-term and long-term incentives, thresholds and caps to limit payouts, and a mix of financial and non-financial goals, among other design features.

The following summarizes the key features of our executive compensation program:

At Popular’s annual shareholders meeting in May 2025, 97.6% of voting shareholders approved our overall executive compensation policies and practices. We believe that this strong backing illustrates our shareholders’ support of our compensation philosophy and performance-based pay program. Shareholders’ perspectives and industry leading practices were taken into consideration by management and the Committee as they developed strategic objectives, business plans and compensation elements that underpinned the Corporation’s 2025 compensation decisions. The Committee considers our shareholders’ perspective on an annual basis through the results of the Say on Pay vote.

The key compensation objectives and guiding principles of Popular’s executive compensation program and practices are described below. They are supported and reinforced by the Committee’s review and advice on human capital strategies (encompassing succession, culture, employee engagement, and talent acquisition and development).

The following key components of our compensation program, combined with succession and talent development initiatives, drive our ability to secure top executive-level talent over the long-term.

 

We also provide limited perquisites to support our objectives of attracting and retaining talent for key positions, as well as to address security concerns. We do not provide employment or change in control agreements.

Each NEO, except for the current and former CEOs, received a salary increase adjustment in March 2025, ranging from 1.5% to 3.5%, upon consideration of market benchmarking and each NEO’s individual performance. The Committee approved a base salary adjustment of 32.9% for Mr. Ferrer effective July 1, 2025 in connection with his promotion to CEO.