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d17859dex191p1i0
0
EXHIBIT 19.1
I
NSIDER
T
RADING
P
OLICY
AND
I
NSIDER
T
RADING
P
ROCEDURES
 
d17859dex191p1i0
1
I
NSIDER
T
RADING
P
OLICY
Responsible Unit:
Corporate Legal Division
Data Classification Level:
4 - Public
Approval Date:
November 14, 2025
2
INSIDER TRADING POLICY
I.
 
P
OLICY
P
URPOSE
This Insider
 
Trading
 
Policy
 
(the “Policy”)
 
describes the
 
standards
 
of Popular
 
on trading,
and causing the trading of,
 
Popular’s securities, or the securities of
 
certain other publicly
traded
 
companies,
 
while
 
in
 
possession
 
of
 
Material
 
Nonpublic
 
Information,
 
as
 
defined
below.
Federal
 
and
 
state
 
securities
 
laws
 
prohibit
 
“insider
 
trading,”
 
or
 
the
 
purchase,
 
sale
 
or
transfer of a security on the basis of “inside” or Material Nonpublic Information about an
issuer.
 
They also
 
prohibit “tipping,”
 
or the
 
disclosure of
 
Material Nonpublic
 
Information
about
 
an
 
issuer
 
to
 
others
 
who
 
use
 
such
 
information
 
to
 
trade
 
in
 
the
 
issuer’s
 
securities.
Although
 
“insider
 
trading”
 
and
 
“tipping”
 
are
 
separate
 
and
 
distinct
 
concepts,
 
both
 
are
generally
 
addressed
 
by
 
the
 
laws
 
and
 
regulations
 
that
 
prohibit
 
insider
 
trading
 
and
 
will
therefore be collectively addressed
 
in this document.
The
 
United
 
States
 
Securities
 
and
 
Exchange
 
Commission
 
(“SEC”),
 
together
 
with
 
state
securities
 
agencies
 
and
 
law
 
enforcement
 
authorities,
 
vigorously
 
pursue
 
and
 
severely
punish those who
 
engage in
 
insider trading.
 
As noted by
 
the SEC
 
in its website,
 
because
insider
 
trading
 
undermines
 
investor
 
confidence
 
in
 
the
 
fairness
 
and
 
integrity
 
of
 
the
securities markets,
 
the detection and
 
prosecution of insider
 
trading continues
 
to be one
of the
 
SEC's enforcement
 
priorities. The SEC
 
has been
 
aggressive in
 
bringing civil insider
trading
 
cases.
 
The
 
United
 
States
 
Department
 
of
 
Justice
 
has
 
also
 
aggressively
 
pursued
criminal
 
charges
 
against
 
those
 
involved
 
in
 
insider
 
trading.
 
While
 
regulatory
 
authorities
usually
 
concentrate
 
on
 
prosecuting
 
the
 
particular
 
individuals
 
or
 
entities
 
who
 
trade
 
on
inside
 
information,
 
as
 
well
 
as
 
those who
 
tip
 
inside information
 
to
 
others
 
that
 
use such
information
 
to
 
trade,
 
federal
 
securities
 
laws
 
also
 
impose
 
liability
 
on
 
issuers
 
and
 
other
“controlling
 
persons”
 
–
 
persons
 
with
 
power
 
to
 
control
 
the
 
transaction
 
upon
 
which
 
the
violation is based – if they fail to take reasonable steps to prevent insider trading by their
personnel.
Popular’s
 
reputation
 
for
 
integrity
 
and
 
ethical
 
conduct
 
cannot
 
be
 
compromised
 
by
 
the
appearance of impropriety.
 
To
 
prevent even the appearance of improper conduct on the
part
 
of
 
anyone
 
employed
 
by
 
or
 
affiliated
 
with
 
Popular,
 
such
 
as
 
Popular’s
 
directors,
Popular
 
has
 
adopted
 
this Policy.
 
To
 
highlight
 
the importance
 
of viewing
 
insider trading
within
 
the
 
context
 
of
 
corporate
 
ethics
 
and
 
compliance,
 
some
 
of
 
the
 
most
 
important
concepts
 
included
 
in
 
this
 
Policy
 
have
 
also
 
been
 
incorporated
 
within
 
Popular’s
 
Code
 
of
Ethics
(the
 
“Code”).
 
Pursuant
 
to
 
company
 
policy,
 
employees,
 
directors
 
and
 
officers
 
of
Popular must, upon commencing their employment or affiliation with Popular, and on an
annual basis thereafter,
 
acknowledge that they
 
have read,
 
understood and
 
will abide by
the standards included both in the Code and in this Policy.
 
Under
 
this
 
Policy,
 
Popular
 
shall
 
not
 
buy
 
or
 
sell
 
securities
 
of
 
Popular
 
on
 
the
 
basis
 
of
Material Nonpublic
 
Information and
 
shall buy or
 
sell securities of
 
Popular in
 
compliance
with federal or state
 
securities laws.
 
 
 
 
 
3
Through this Policy, Popular has further
 
sought to address
 
its obligation to
 
prevent insider
trading
 
by
 
helping
 
“Popular
 
Insiders,”
 
as
 
the
 
term
 
is defined
 
below,
 
raise
 
their
 
level
 
of
awareness
 
as
 
to
 
potential
 
insider
 
trading
 
violations
 
and
 
the
 
severe
 
consequences
 
and
penalties associated
 
with them. In
 
furtherance of
 
this goal, Popular
 
has also established
Insider
 
Trading
 
Procedures
 
(the
 
“Procedures”)
 
to
 
describe,
 
explain
 
or
 
include
 
specific
examples of the concepts mentioned in this Policy.
 
Neither
 
this
 
Policy
 
nor
 
the
 
Procedures
 
are,
 
however,
 
intended
 
to
 
replace
 
the
responsibility of
 
every Popular
 
Insider to
 
ensure that
 
they understand
 
and comply
 
with
the
 
legal
 
prohibitions
 
on
 
insider
 
trading.
 
This
 
Policy
 
and
 
the
 
Procedures
 
are,
 
in
 
part,
intended to assist
 
Popular Insiders in
 
understanding and complying
 
with applicable
 
insider
trading laws and regulations. Nevertheless, the
 
ultimate responsibility for complying with
this Policy and the
 
Procedures and avoiding improper transactions and other
 
violations of
applicable insider trading laws and regulations rests with the individual Popular
 
Insider.
II.
 
D
EFINITIONS
Popular
 
Insiders.
 
All
 
directors,
 
officers
 
and
 
employees
 
of
 
Popular,
 
whether
 
trading
 
on
their own behalf or on behalf of others, such as when trading for proprietary
 
or fiduciary
accounts of
 
Popular.
 
In certain
 
circumstances identified
 
in this Policy,
 
former directors,
officers and employees of Popular will be considered Popular
 
Insiders.
Specifically-Designated
 
Employees.
 
Certain
 
officers
 
and
 
employees
 
of
 
Popular
 
(such
 
as
members
 
of
 
Popular’s
 
Disclosure
 
Committee)
 
that,
 
given
 
their
 
access
 
to
 
financial
 
and
other sensitive information about Popular,
 
have been (or may be) specifically designated
by Popular from time to time as being subject to additional restrictions regarding
 
trading
in
 
Popular
 
securities.
 
The
 
additional
 
restrictions,
 
set
 
forth
 
in
 
the
 
Procedures,
 
include
blackout period restrictions and pre-clearance requirements
 
with respect to transactions
involving
 
Popular
 
securities,
 
comparable
 
to
 
those
 
that
 
are
 
applicable
 
to
 
directors
 
and
executive officers
 
of Popular.
Popular.
 
This term includes Popular,
 
Inc. and all its subsidiaries.
 
“securities
 
of
 
Popular”
 
and
 
“Popular
 
securities”.
 
These
 
terms
 
include
 
common
 
stock,
options
 
to
 
purchase
 
common
 
stock,
 
and
 
any
 
other
 
securities
 
that
 
may
 
be
 
issued
 
by
Popular,
 
including,
 
but
 
not
 
limited
 
to,
 
debt
 
securities,
 
preferred
 
stock,
 
convertible
debentures, and warrants,
 
as well as derivative securities that
 
are not issued by Popular,
such as exchange-traded put or call options or swaps relating to the
 
securities of Popular.
 
Material Information.
Includes any information that
 
a reasonable investor would
 
consider
important
 
in
 
making
 
a
 
decision
 
to
 
buy,
 
hold
 
or
 
sell
 
securities,
 
or
 
information
 
that,
 
if
disclosed, would
 
be expected
 
to significantly
 
change the
 
total mix
 
of the
 
information
 
in
the
 
marketplace.
 
Any
 
information
 
that
 
could
 
be expected
 
to
 
affect
 
a
 
public
 
company’s
share
 
price,
 
whether
 
it
 
is
 
positive
 
or
 
negative,
 
should
 
be
 
considered
 
to
 
be
 
Material
Information. If an individual is unsure whether the information
 
is material, the individual
should assume it is Material Information.
 
 
 
 
4
Material Nonpublic Information.
 
Refers to
 
information that
 
is both Material
 
Information
and Nonpublic Information.
Nonpublic Information. Refers
 
to information that
 
has not been disclosed broadly
 
to the
marketplace
 
(such
 
as
 
through
 
a
 
press
 
release,
 
an
 
SEC
 
filing,
 
a
 
publicly
 
accessible
conference
 
call, webcast
 
or similar method
 
of general
 
dissemination or
 
circulation). The
fact that
 
information has
 
been disclosed to
 
a few members
 
of the public
 
does not make
it public for insider trading purposes.
 
For information to be considered
 
public, it must be
widely
 
disseminated
 
in
 
a
 
manner
 
that
 
makes
 
it
 
generally
 
accessible
 
to
 
investors.
 
The
circulation
 
of
 
rumors,
 
even
 
if
 
accurate
 
and
 
reported
 
in
 
the
 
media,
 
does
 
not
 
constitute
effective
 
dissemination.
 
Even
 
after
 
such
 
information
 
is
 
broadly
 
disclosed
 
to
 
the
marketplace,
 
it
 
is
 
deemed
 
nonpublic
 
until
 
a
 
reasonable
 
period
 
of
 
time
 
elapses
 
for
 
the
investing public to fully absorb
 
it. If an
 
individual is unsure
 
about whether the
 
information
is public, the individual should assume it is nonpublic.
 
For
 
specific
 
examples
 
of
 
information
 
that
 
ordinarily
 
would
 
be
 
regarded
 
as
 
material
 
to
Popular,
 
or
 
about
 
when
 
information
 
is
 
considered
 
“public”
 
for
 
purposes
 
of
 
this
 
Policy,
please refer to the Procedures.
III.
 
C
ONTENT
A.
 
L
EGAL
R
EFERENCES
The
 
following
 
are
 
some
 
of
 
the
 
most
 
important
 
laws
 
and
 
regulations
 
that
 
address
insider trading:
◾
Section 17(a) of the Securities Act of 1933
◾
Section
 
10(b)
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934
 
and
 
SEC
 
Rules
 
10b-5
 
and
10b5-1
◾
Section 14(e) of the Securities Exchange Act of 1934 and SEC Rule 14e-3
◾
Section
 
16
 
of
 
the
 
Securities
 
Exchange
 
Act
 
of
 
1934
 
and
 
the
 
SEC
 
Rules
 
issued
thereunder
◾
Insider Trading
 
Sanctions Act of 1984
◾
Insider Trading
 
and Securities Fraud Enforcement Act of 1988
◾
SEC Regulation FD (Fair Disclosure)
B.
 
P
OLICY
P
RINCIPLES
General
 
Prohibitions.
 
No
 
Popular
 
Insider
 
who
 
is
 
aware
 
of
 
Material
 
Nonpublic
Information relating to
 
Popular may – either directly
 
or indirectly,
 
such as through or
on
 
behalf
 
of family
 
members
 
or
 
other persons
 
or
 
entities
 
–
 
(a) buy,
 
sell
 
or transfer
(including donations and gifts)
 
securities of Popular,
 
or engage in any
 
other action to
take personal advantage of that information, or (b)
 
pass that information on to
 
others
outside Popular, including, but not limited
 
to, family members, clients, colleagues and
friends,
 
whether
 
through
 
a
 
tip,
 
recommendation
 
or
 
opinion,
 
until
 
the
 
information
becomes public or is no longer material.
 
 
 
5
In addition, Popular shall not buy or sell securities of Popular on the basis of Material
Nonpublic Information
 
and shall
 
buy or
 
sell securities
 
of Popular
 
in compliance
 
with
federal or state
 
securities laws.
Popular Insiders must keep in mind that anyone scrutinizing their transactions will be
doing so after the fact, with the benefit of hindsight. Therefore, as a practical matter,
before
 
engaging
 
in
 
any
 
transaction,
 
Popular
 
Insiders
 
should
 
carefully
 
consider
 
how
enforcement
 
authorities
 
and
 
others
 
might
 
view
 
the
 
transaction
 
in
 
hindsight,
particularly in the closely scrutinized corporate environment.
 
Popular
 
expects
 
its
 
directors,
 
officers
 
and
 
employees
 
to
 
conduct
 
their
 
personal
financial affairs in a responsible and
 
prudent manner. Popular’s directors, officers and
employees must never engage in investment practices that, by nature or practice are,
or
 
appear
 
to
 
be,
 
inconsistent
 
with
 
this
 
Policy,
 
illegal,
 
improper,
 
unethical
 
or
 
that
present a real or apparent conflict of interest.
Transactions
 
that
 
may
 
be
 
necessary or
 
justifiable
 
for
 
independent
 
reasons
 
(such
 
as
the need
 
to raise
 
money for
 
a personal
 
emergency or
 
required expenditure)
 
are not
exempted
 
from
 
the
 
requirements
 
of
 
applicable
 
laws
 
and
 
regulations
 
and
 
the
requirements of this Policy
 
and the Procedures. Securities
 
laws and regulations
 
do not
recognize such mitigating circumstances and, in any
 
event, even the appearance of
 
an
improper transaction
 
must be avoided
 
to preserve Popular’s
 
reputation for
 
adhering
to the highest standard of conduct.
 
Other
 
Issuers’
 
Stock.
 
During
 
employment
 
or
 
association
 
with
 
Popular,
 
a
 
Popular
Insider may gain access
 
to Material Nonpublic Information in
 
relation to other issuers,
including, but not
 
limited to, customers, partners and competitors of
 
Popular.
 
Trading
or tipping
 
on the
 
securities of
 
these issuers
 
while aware
 
of such
 
Material Nonpublic
Information
 
may violate
 
federal
 
and state
 
securities laws.
 
In addition,
 
inappropriate
trading
 
or
 
tipping
 
by
 
Popular
 
Insiders
 
could
 
damage
 
Popular’s
 
customer
 
or
 
partner
relationships. For
 
these reasons,
 
Popular Insiders
 
are prohibited
 
from buying, selling
or transferring (including donations and gifts) or tipping
 
on other issuers’ securities if
the person learns of
 
Material Nonpublic Information
 
relating to such issuers
 
through
his/her employment or affiliation with Popular,
 
until the information becomes public
or
 
is
 
no
 
longer
 
material.
 
Additional
 
information
 
on
 
other
 
issuers’
 
stock
 
trading
 
is
available in the Procedures.
Speculative Transactions.
 
No Popular
 
Insider may
 
engage in
 
speculative transactions
with securities
 
of Popular
 
(for
 
example,
 
transactions
 
in which
 
the Popular
 
Insider
 
is
trying
 
to
 
profit
 
from
 
short-term
 
movements,
 
either
 
increases
 
or
 
decreases,
 
in
 
the
price
 
of
 
Popular
 
securities)
 
or
 
other
 
transactions
 
that
 
could
 
otherwise
 
give
 
the
appearance of impropriety.
 
Therefore, Popular Insiders are prohibited
 
from engaging
in
 
hedging
 
or
 
monetization
 
transactions
 
such
 
as
 
zero-cost
 
collars
 
and
 
forward
 
sale
contracts
 
designed
 
to
 
hedge
 
or
 
offset
 
any
 
decrease
 
in
 
the
 
market
 
value
 
of
 
equity
securities
 
and
 
allow
 
the
 
holder
 
to
 
continue
 
to
 
own
 
the
 
underlying
 
securities,
 
but
without the full rewards and risks of
 
ownership. Additional information and examples
of speculative transactions are included in the Procedures.
 
 
 
6
Authorized Disclosure.
 
Popular is
 
required under
 
federal
 
securities laws to
 
avoid the
selective
 
disclosure
 
of
 
Material
 
Nonpublic
 
Information.
 
The
 
announcement
 
of
information
 
regarding
 
Popular
 
should be
 
coordinated
 
with Popular’s
 
Legal
 
Division,
the Corporate
 
Communications Division
 
and the Corporate
 
Comptroller Division
 
and
may
 
only
 
be
 
made
 
by
 
persons
 
specifically
 
authorized
 
by
 
Popular
 
to
 
make
 
such
announcements.
 
Except
 
for
 
specifically
 
authorized
 
persons,
 
no Popular
 
Insider who
receives
 
or
 
has
 
access
 
to
 
Material
 
Nonpublic
 
Information
 
may
 
comment
 
on
 
such
information
 
or on
 
any
 
other that
 
could be
 
of significance
 
to the
 
investing
 
public, at
any time. Additional information regarding the prohibition on the selective disclosure
of Material Nonpublic Information is available in the Procedures.
C.
 
P
ROCESS
Clearance
 
Procedures.
 
Because
 
there
 
are
 
many
 
“gray”
 
areas
 
in
 
the
 
law
 
of
 
insider
trading,
 
a
 
Popular
 
Insider
 
should
 
not
 
try
 
to
 
make
 
close
 
calls
 
about
 
what
 
is
 
legal
 
or
illegal
 
or
 
about
 
what
 
is
 
permitted
 
or
 
not
 
permitted
 
under
 
this
 
Policy
 
and
 
the
Procedures
 
by
 
himself
 
or
 
herself.
 
Popular
 
Insiders
 
should
 
always
 
err
 
on
 
the
 
side
 
of
caution;
 
either refrain
 
from
 
executing
 
transactions
 
or disclosing
 
Material Nonpublic
Information altogether
 
if there is any
 
question in their mind about
 
the propriety of a
particular
 
transaction
 
or
 
disclosure,
 
or
 
consult
 
with
 
Popular’s
 
Legal
 
Division
 
with
respect
 
to
 
a
 
particular
 
transaction
 
or
 
disclosure
 
prior
 
to
 
execution
 
or
 
disclosure
thereof. Popular expects its employees, directors and officers to
 
become familiar with
and
 
abide
 
by
 
Popular’s
 
clearance
 
procedures,
 
as
 
defined
 
in
 
the
 
Procedures.
 
In
 
all
cases,
 
the
 
responsibility
 
for
 
determining
 
whether
 
an
 
individual
 
is
 
in
 
possession
 
of
Material Nonpublic Information rests
 
with that individual, and any action on the part
of
 
Popular,
 
Popular’s
 
Legal
 
Division
 
or
 
any
 
other
 
employee,
 
attorney
 
or
 
director
pursuant to this Policy (or
 
otherwise) does not in any way insulate
 
an individual from
liability under applicable securities laws.
Inadvertent
 
Disclosures.
 
Should
 
a
 
Popular
 
Insider
 
inadvertently
 
comment
 
on
 
stock
price movement,
 
rumors or
 
otherwise disclose
 
Material Nonpublic
 
Information
 
to a
third party, he or she
 
should promptly notify
 
Popular through Popular’s Legal Division.
 
D.
 
S
COPE
This Policy applies to all Popular Insiders. The Policy also applies to
 
a Popular Insider’s
family
 
members
 
who
 
reside
 
with
 
him
 
or
 
her,
 
and
 
any
 
family
 
members
 
whose
transactions in Popular securities are directed by the Popular Insider or are subject to
the
 
Popular
 
Insider’s
 
influence
 
or
 
control
 
(such
 
as
 
parents
 
or
 
children
 
of
 
a
 
Popular
Insider who
 
consult with
 
him/her before
 
trading
 
in Popular
 
securities), even
 
if such
family
 
members do
 
not live
 
in the
 
Popular
 
Insider’s household.
 
Popular Insiders
 
are
responsible
 
for
 
the
 
transactions
 
of these
 
other persons
 
and
 
should therefore
 
make
them
 
aware
 
of
 
the
 
need
 
to
 
confer
 
with
 
them
 
before
 
executing
 
any
 
transaction
 
in
securities of Popular.
Notwithstanding
 
the
 
foregoing,
 
if
 
a
 
Popular
 
Insider
 
certifies
 
in
 
writing
 
that
 
(a)
 
the
Popular Insider
 
does not influence
 
the investment
 
decisions of his/her
 
dependent(s)
 
 
 
 
7
or family
 
member(s) who
 
reside(s) with
 
him or
 
her (other
 
than his/her
 
spouse), and
(b) the
 
dependent(s) or
 
family member(s)
 
who reside(s)
 
with him
 
or her (other
 
than
the
 
Popular
 
Insider’s
 
spouse)
 
do(es)
 
not
 
make
 
decisions,
 
in
 
whole
 
or
 
in
 
part,
 
upon
information that the
 
Popular Insider has
 
provided or provides,
 
Popular’s Legal Division
may,
 
in its
 
sole and absolute
 
discretion, determine
 
that such
 
dependent(s) or
 
family
member(s)
 
who
 
reside(s)
 
with
 
him
 
or her
 
will
 
not
 
be
 
considered
 
“Popular
 
Insiders”
subject
 
to
 
the
 
restrictions
 
set
 
forth
 
in
 
this
 
Policy
 
and
 
the
 
Procedures.
 
For
 
more
information on this certification, please refer
 
to Attachment A to the Procedures.
Application
 
of
 
Policy
 
after
 
Termination
 
of
 
Employment.
 
If
 
a
 
Popular
 
Insider’s
employment
 
or affiliation
 
with Popular
 
terminates
 
at
 
a time
 
when he
 
or she
 
has or
thinks
 
he
 
or
 
she
 
may
 
have
 
Material
 
Nonpublic
 
Information
 
about
 
Popular
 
or
 
its
customers,
 
partners
 
or competitors,
 
the prohibition
 
on trading
 
on such
 
information
set
 
forth
 
in
 
this
 
Policy
 
and
 
as
 
contemplated
 
in
 
applicable
 
insider
 
trading
 
laws
 
and
regulations
 
will
 
continue
 
until
 
such
 
information
 
becomes
 
public
 
or
 
is
 
no
 
longer
material.
 
Additional
 
Restrictions.
IN
 
ADDITION
 
TO
 
THE
 
RESTRICTIONS
 
SET
 
FORTH
 
IN
 
THIS
POLICY,
 
CERTAIN
 
POPULAR
 
INSIDERS,
 
SUCH
 
AS
 
POPULAR’S
 
DIRECTORS
 
AND
EXECUTIVE
 
OFFICERS,
 
EMPLOYEES
 
OF
 
POPULAR
 
SECURITIES,
 
LLC
 
(“POPULAR
SECURITIES EMPLOYEES”), EMPLOYEES OF POPULAR
 
ASSET MANAGEMENT
 
LLC (“PAM
EMPLOYEES”),
 
AND
 
CERTAIN
 
SPECIFICALLY-DESIGNATED
 
EMPLOYEES,
 
ARE
 
SUBJECT
TO
 
ADDITIONAL
 
RESTRICTIONS
 
AND
 
PROCEDURES,
 
INCLUDING
 
CERTAIN
 
BLACKOUT
PERIODS
 
AND
 
PRE-CLEARANCE
 
REQUIREMENTS
 
WITH
 
RESPECT
 
TO
 
TRANSACTIONS
INVOLVING
 
SECURITIES
 
OF
 
POPULAR.
 
FOR
 
FURTHER
 
INFORMATION
 
REGARDING
THESE
 
ADDITIONAL
 
RESTRICTIONS,
 
OR
 
WHO
 
IS
 
SUBJECT
 
TO
 
SUCH
 
RESTRICTIONS,
PLEASE REFER TO SECTION IV BELOW.
E.
 
S
ANCTIONS
Civil and
 
Criminal Penalties.
 
The consequences
 
of engaging
 
in insider
 
trading violations
or tipping can be severe. Persons violating insider trading laws and regulations can be
subject to
 
an array
 
of civil and
 
criminal penalties and
 
regulatory sanctions.
 
Potential
repercussions include:
 
(i)
 
Criminal
 
fines
 
and
 
penalties
 
for
 
individuals,
 
regardless
 
of
 
whether
 
a
sizable profit or any profit at all was made and possible incarceration;
 
(ii)
 
Return
 
of
 
profits
 
gained
 
or
 
losses
 
avoided
 
and
 
interest
 
thereon
 
(in
unlawful
 
tipping
 
situations,
 
tippees
 
may
 
be
 
subject
 
to
 
disgorgement
 
and
disgorgement of
 
both the tipper’s
 
and tippees’ profits
 
may be obtained
 
from the
tipper);
 
(iii)
 
Civil
 
penalties
 
(additional
 
civil
 
penalties
 
may
 
be
 
applicable
 
against
registered
 
securities
 
professionals
 
if
 
such
 
professionals
 
willfully
 
aid
 
and
 
abet
securities law violations);
 
(iv)
 
Injunctions against future violations or cease and desist proceedings;
 
 
 
8
 
(v)
 
Temporary
 
or permanent
 
bars from
 
serving as
 
a director
 
or officer
 
of a
publicly traded company;
 
(vi)
 
Bars
 
or
 
suspensions
 
from
 
practicing
 
before
 
the
 
SEC
 
for
 
certain
professionals; and
 
(viii)
 
Civil liability in private lawsuits.
Popular
 
may
 
also
 
be
 
required
 
to
 
pay
 
major
 
civil
 
or
 
criminal
 
penalties,
 
because
employers
 
and
 
other controlling
 
persons
 
(including supervisory
 
personnel)
 
who
 
are
deemed to
 
have
 
recklessly failed
 
to
 
take
 
preventive
 
steps
 
to control
 
insider trading
may,
 
among other things, face civil and/or criminal penalties.
Thus,
 
it
 
is
 
important
 
to
 
both
 
the
 
Popular
 
Insider
 
and
 
Popular
 
that
 
insider
 
trading
violations
 
do
 
not
 
occur.
 
Popular
 
Insiders
 
should
 
be
 
aware
 
that
 
stock
 
market
surveillance techniques are becoming
 
more sophisticated all the
 
time, and the
 
chance
that authorities will detect and prosecute small-level trading is significant.
Discipline.
 
Ultimately,
 
the
 
responsibility
 
for
 
adhering
 
to
 
this
 
Policy
 
and
 
the
Procedures,
 
and any
 
related
 
procedures
 
or guidelines,
 
will rest
 
with each
 
individual
Popular
 
Insider.
 
Therefore,
 
violations
 
of
 
this
 
Policy
 
or
 
any
 
federal
 
or
 
state
 
insider
trading law or regulation by any Popular Insider may, in the case of a director, subject
the
 
director
 
to
 
dismissal
 
proceedings
 
and,
 
in
 
the
 
case
 
of
 
an
 
officer
 
or
 
employee,
subject the officer or
 
employee to disciplinary
 
action by Popular,
 
up to and including
termination for
 
cause.
F.
N
ON
-C
OMPLIANCE
N
OTIFICATIONS
Any Popular Insider who violates this Policy or any federal or state
 
insider trading law
or regulation, or
 
knows of any
 
such violation by
 
any other Popular Insider, must report
the situation immediately
 
to Popular’s
 
Ethics Officer.
 
He or she may
 
also report such
violation
 
anonymously
 
through
 
EthicsPoint
 
at
 
www.popular.com/ethicspoint
 
-en
(English), www.popular.com/ethicspoint
 
(Spanish), or
 
by calling
 
toll free
 
1-866-737-
6813 from
 
Puerto Rico,
 
the United
 
States
 
or the
 
U.S. Virgin
 
Islands; 1-833-416-6777
from
 
Puerto
 
Rico;
 
1-833-439-1392
 
from
 
the
 
British
 
Virgin
 
Islands;
 
01-800-519-0915
from Colombia and 0-800-032-0114 from Costa Rica. Upon determining that any
 
such
violation
 
has occurred,
 
Popular’s
 
Ethics
 
Officer,
 
in consultation
 
with Popular’s
 
Chief
Legal Officer,
 
will determine whether
 
Popular should release
 
any material
 
nonpublic
information
 
and, when
 
required by
 
applicable law,
 
shall cause
 
Popular to
 
report the
violation to the SEC or other appropriate governmental
 
authority.
IV.
 
D
ELEGATION OF
A
UTHORITY
/R
ESPONSIBILITIES
Popular
 
Insiders.
 
All Popular
 
Insiders are
 
responsible for
 
complying with
 
this Policy
 
and
the Procedures at all times.
Directors
 
and
 
Executive
 
Officers.
 
In
 
addition
 
to
 
complying
 
with
 
this
 
Policy
 
and
 
the
Procedures,
 
Directors
 
and
 
Executive
 
Officers
 
of
 
Popular
 
are
 
subject
 
to
 
additional
restrictions and procedures, including requirements
 
regarding the filing of public reports
of
 
beneficial
 
ownership
 
and
 
changes
 
in beneficial
 
ownership
 
with
 
the
 
SEC,
 
short
 
swing
 
 
 
 
 
 
 
 
 
 
 
9
profit
 
provisions
 
and
 
certain
 
blackout
 
periods
 
and
 
pre-clearance
 
procedures.
 
These
restrictions and procedures are
 
set forth in
 
Popular’s Director and Executive Officer
 
Guide
to
 
Complying
 
with
 
Certain
 
Laws
 
and
 
Regulations.
 
Directors
 
and
 
executive
 
officers
 
of
Popular
 
should
 
refer
 
to
 
the
 
Guide
 
to
 
ensure
 
their
 
understanding
 
of
 
the
 
additional
requirements and procedures they are subject to.
Popular
 
Securities
 
Employees.
 
In
 
addition
 
to
 
complying
 
with
 
this
 
Policy
 
and
 
the
Procedures, Popular Securities
 
Employees are also
 
subject to
 
the stock trading
 
restrictions
and
 
procedures
 
set
 
forth
 
in
 
Popular
 
Securities’
 
Compliance
 
Manual.
 
Popular
 
Securities
Employees
 
should
 
refer
 
to
 
the
 
Compliance
 
Manual
 
to
 
review
 
and
 
ensure
 
their
understanding of the additional requirements and procedures
 
they are subject to.
PAM
 
Employees.
 
In
 
addition
 
to
 
complying
 
with
 
this
 
Policy
 
and
 
the
 
Procedures,
 
PAM
Employees are
 
also subject
 
to the
 
stock trading
 
restrictions
 
and procedures
 
set forth
 
in
the Code
 
of Ethics
 
for the
 
Popular Family
 
of Funds.
 
PAM
 
Employees should
 
refer
 
to the
Code of Ethics
 
to review
 
and ensure
 
their understanding
 
of the additional
 
requirements
and procedures they are subject to.
Specifically-Designated
 
Employees.
 
In
 
addition
 
to
 
complying
 
with
 
this
 
Policy
 
and
 
the
Procedures,
 
Specifically-Designated
 
Employees
 
are
 
subject
 
to
 
certain
 
black-out
 
periods
and
 
pre-clearance
 
procedures
 
that
 
are
 
particularly
 
covered
 
in
 
the
 
Procedures.
 
The
additional restrictions and requirements applicable to Specifically-Designated Employees
are set forth in Attachment
 
C to the Procedures.
Popular Legal Division. As
 
per the Procedures, the
 
Popular Legal Division is
 
responsible for
clearing those transactions and/or
 
disclosures as to which they
 
are consulted by Popular
Insiders.
 
They are
 
also responsible
 
for
 
pre-clearing
 
all transactions
 
in Popular
 
securities
conducted by Specifically-Designated Employees.
Popular’s Chief Legal Officer.
 
As per the Procedures, the Chief Legal Officer is responsible
for pre-clearing all
 
transactions in Popular securities
 
conducted by Popular directors
 
and
executive
 
officers,
 
as
 
well
 
as
 
Pre-Arranged
 
Trading
 
Program
 
participation
 
requests
submitted pursuant to Attachment
 
B of the Procedures.
Popular’s
 
Ethics
 
Officer.
 
The
 
Popular
 
Ethics
 
Officer
 
is
 
responsible
 
for
 
handling
 
non-
compliance notifications and consulting with the Chief Legal Officer –
 
as appropriate – on
the merits of such notices.
 
d17859dex191p11i1
10
Insider Trading
 
Procedures
Responsible Unit:
Legal Division
Data Classification
Level:
3 - Internal Use
Latest Revision Date:
December 2025
Next Revision Date:
December 2026
1
I
NTRODUCTION
Popular,
 
Inc.
 
has
 
adopted
 
an
 
Insider
 
Trading
 
Policy
 
(the
 
“Policy”)
 
to
 
create
 
awareness
 
among
Popular
 
Insiders
 
as
 
to
 
both
 
the
 
most
 
important
 
insider
 
trading
 
concepts
 
and
 
the
 
severe
consequences
 
and penalties
 
associated
 
with
 
violations
 
of the
 
insider trading
 
laws.
 
In
 
adopting
the Policy,
 
Popular also
 
intended to
 
prevent
 
even the
 
appearance
 
of improper
 
conduct on
 
the
part of its employees, directors and officers.
 
The Policy contains
 
high-level principles that
 
establish Popular’s
 
position with respect to
 
insider
trading and
 
tipping. The
 
Policy further
 
directs Popular
 
Insiders to
 
refer
 
to these
 
Insider Trading
Procedures (the “Procedures”) for further guidance on certain subjects. In accordance with such
mandate, these Procedures more specifically address the following
 
topics:
●
Types of information that
 
may be considered
material
.
●
When information is considered
public
.
●
Types
 
of
 
transactions
 
that
 
are
 
considered
speculative,
or
 
are
 
otherwise
 
prohibited
because they may give the appearance of impropriety.
●
Exceptions
 
to the restrictions on transactions involving securities of Popular.
●
The
clearance
 
procedures
that
 
must
 
be
 
followed
to
 
address
 
questions
 
or
 
concerns
about the possession of material nonpublic information.
 
●
The handling of
 
inquiries
 
from analysts, investors,
 
the press, etc.
●
Additional restrictions
, including
black-out periods and
 
pre-clearance requirements
,
applicable
 
to
 
directors
 
and
 
executive
 
officers,
 
employees
 
of
 
Popular
 
Securities
(“Popular
 
Securities
 
Employees”),
 
employees
 
of
 
Popular
 
Asset
 
Management,
 
LLC
(“PAM”) (“PAM
 
Employees”) and Specifically-Designated Employees.
Although
 
these
 
Procedures
 
seek
 
to
 
provide
 
further
 
guidance
 
to
 
those
 
subject
 
to
 
the
 
Policy,
neither
 
the
 
Policy
 
nor
 
these
 
Procedures
 
are
 
intended
 
to
 
replace
 
the
 
responsibility
 
of
 
every
director,
 
officer,
 
employee
 
or
 
any
 
other
 
Popular
 
Insider
 
to
 
ensure
 
that
 
they
 
understand
 
and
comply with insider trading laws and regulations. Any action by Popular,
 
Popular’s Legal Division
or
 
any
 
other employee,
 
executive
 
officer,
 
attorney
 
and/or
 
director
 
of Popular
 
pursuant
 
to
 
the
Policy
 
and
 
these
 
Procedures
 
(or
 
otherwise)
 
does
 
not
 
in
 
any
 
way
 
insulate
 
an
 
individual
 
from
liability under applicable securities laws. Each individual Popular Insider is ultimately responsible
for
 
complying
 
with
 
the
 
Policy
 
and
 
these
 
Procedures
 
and
 
avoiding
 
improper
 
transactions
 
and
other violations of applicable insider trading laws and regulations.
Capitalized terms not otherwise defined in these Procedures shall have
 
the meaning assigned to
such term in the Policy.
W
HAT
I
NFORMATION IS
C
ONSIDERED
M
ATERIAL
The
 
Policy
 
defines
 
Material
 
Information
 
as
 
any
 
information
 
that
 
a
 
reasonable
 
investor
 
would
consider
 
important
 
in
 
making
 
a
 
decision
 
to
 
buy,
 
hold
 
or
 
sell
 
securities,
 
or
 
information
 
that,
 
if
disclosed
 
would
 
be
 
expected
 
to
 
significantly
 
change
 
the
 
total
 
mix
 
of
 
information
 
in
 
the
marketplace.
 
Any information
 
that could
 
be expected
 
to affect
 
a public
 
company’s
 
share price,
2
whether
 
it
 
is
 
positive
 
or
 
negative,
 
should
 
be
 
considered
 
material.
 
It
 
further
 
directs
 
Popular
Insiders to
 
refer to
 
these Procedures
 
for specific
 
examples
 
of information
 
that ordinarily
 
would
be regarded as material to Popular.
 
Pursuant
 
to
 
this
 
mandate,
 
the
 
following
 
is
 
a
 
list
 
of
 
some
 
of
 
the
 
most
 
prevalent
 
examples
 
of
Material Information:
●
Projections of Popular’s future earnings or losses, or other earnings guidance;
●
Earnings
 
that
 
are
 
inconsistent
 
with
 
Popular’s
 
prior
 
performance
 
or
 
the
 
consensus
expectations of the investment community;
●
Potentially
 
significant
 
problems
 
in
 
Popular’s
 
loan
 
portfolio,
 
including
 
non-accrual
 
or
foreclosure situations;
●
Potential liquidity problems and/or with the availability
 
or lack of availability of credit;
●
A pending or proposed merger,
 
acquisition or tender offer;
●
A significant sale of assets or the sale of a significant subsidiary;
●
A change
 
in dividend
 
policy,
 
the declaration
 
of a
 
stock
 
split, or
 
an offering
 
of additional
securities;
●
An
 
actual
 
or
 
threatened
 
significant
 
litigation
 
or
 
government
 
investigation,
 
or
 
the
resolution of such litigation or government investigation;
 
●
A significant new product or service;
 
●
A change in senior management;
●
A significant change in Popular’s strategic
 
plans;
●
Significant regulatory developments
 
or enforcement or
 
other actions
 
by regulatory bodies
involving Popular;
●
Significant
 
developments
 
regarding
 
customers
 
or
 
suppliers
 
of
 
Popular
 
(such
 
as
 
the
acquisition or loss of a significant client or contract);
●
A change in Popular’s independent auditors, a notification from the independent auditor
that Popular may no longer rely on an independent auditor’s report or the
 
determination
by the auditor of the existence of a material weakness;
●
An imminent change in Popular’s credit rating by a rating
 
agency;
●
Voluntary calls of debt or preferred
 
stock of Popular; or
●
Significant cybersecurity incidents.
The above list is only illustrative; many other types of information may
 
be considered “material”
depending on
 
the circumstances.
 
When in
 
doubt as
 
to whether
 
information in
 
their possession
could
 
be
 
considered
 
material,
 
Popular
 
Insiders
 
should
 
assume the
 
information
 
is material
 
and
contact Popular’s Legal Division.
 
 
3
W
HEN IS
I
NFORMATION
C
ONSIDERED
“P
UBLIC
”
The Policy specifically establishes that if a Popular Insider becomes
 
aware of Material Nonpublic
Information,
 
he or
 
she may
 
not
 
trade
 
until
 
the information
 
becomes
 
public;
 
that
 
is,
 
until
 
such
information has
 
been disclosed broadly
 
to the marketplace
 
(such as through
 
a press release,
 
an
SEC filing,
 
a publicly
 
accessible conference
 
call or
 
a similar
 
method of
 
general
 
dissemination or
circulation)
 
and
 
the
 
investing
 
public
 
has
 
had
 
time
 
to
 
fully
 
absorb
 
such
 
information.
 
It
 
further
directs Popular Insiders
 
to refer to these
 
Procedures for additional
 
guidance on
 
when information
can be considered “public.”
 
To
 
avoid the appearance of impropriety,
 
as a general rule, information should not be considered
fully absorbed
 
by the
 
marketplace
 
until after
 
the completion
 
of the
second business
 
day
 
after
the
 
information
 
is
 
released.
 
For
 
example,
 
if
 
Popular
 
were
 
to
 
make
 
an
 
announcement
 
on
 
a
Monday
 
before
 
the market
 
opens, Popular
 
Insiders should
 
not trade
 
in Popular
 
securities until
Wednesday.
 
If
 
an
 
announcement
 
were
 
made
 
on
 
a
 
Monday
 
after
 
the
 
market
 
opens,
 
however,
Popular Insiders should not trade in Popular
 
securities until Thursday.
 
If an announcement were
made on a Friday before
 
the market opens, Tuesday
 
generally would be the first
 
eligible trading
day, while if the announcement were made on Friday after the market opens, Wednesday would
generally
 
be
 
the
 
first
 
eligible
 
trading
 
day.
 
When
 
in
 
doubt
 
as
 
to
 
whether
 
information
 
in
 
their
possession
 
is public,
 
Popular
 
Insiders
 
should
 
assume the
 
information
 
is nonpublic
 
and
 
contact
Popular’s Legal Division.
W
HO
A
RE
C
ONSIDERED
“P
OPULAR INSIDERS
”
The
 
Policy
 
provides
 
that
 
the
 
term
 
“Popular
 
Insider”
 
applies
 
to
 
all
 
directors,
 
officers
 
and
employees of Popular,
 
whether trading on their own behalf or on behalf of others, such as when
trading for proprietary or fiduciary accounts of Popular. The Policy also provides that it applies
 
to
a Popular Insider’s family
 
members who reside with him or her,
 
and any family members whose
transactions
 
in
 
securities
 
of
 
Popular
 
are
 
directed
 
by
 
the
 
Popular
 
Insider
 
or
 
are
 
subject
 
to
 
the
Popular Insider’s influence
 
or control (such
 
as parents or
 
children of
 
a Popular Insider
 
who consult
with him/her before trading
 
in securities of Popular), even if
 
such family members do not live
 
in
the Popular Insider’s household.
Notwithstanding
 
the foregoing,
 
the
 
Policy
 
provides
 
that
 
if a
 
Popular
 
Insider
 
certifies in
 
writing
that (a) the Popular Insider does not influence the investment
 
decisions of his/her dependent(s)
or
 
family
 
member(s)
 
who
 
reside(s)
 
with
 
him
 
or
 
her
 
(other
 
than
 
his/her
 
spouse),
 
and
 
(b)
 
the
dependent(s) or family
 
member(s) who
 
reside(s) with him
 
or her
 
(other than
 
the Popular Insider’s
spouse) do(es) not make decisions,
 
in whole or
 
in part, upon
 
information that the Popular Insider
has
 
provided
 
or
 
provides,
 
Popular’s
 
Legal
 
Division
 
may,
 
in
 
its
 
sole
 
and
 
absolute
 
discretion,
determine that such dependent(s)
 
or family member(s) who reside(s) with him or her will not be
considered
 
Popular
 
Insiders
 
subject
 
to
 
the
 
restrictions
 
set
 
forth
 
in
 
the
 
Policy
 
and
 
these
Procedures. Such
 
request and
 
certification shall
 
be made
 
by the
 
Popular Insider
 
using the
 
form
included
 
as
 
Attachment
 
A
 
to
 
these
 
Procedures.
 
If
 
at
 
any
 
time
 
the
 
facts
 
and
 
circumstances
presented in the request
 
and certification change,
 
the Popular Insider
 
must notify Popular’s Legal
Division and presume
 
that his/her dependent(s)
 
or family
 
member(s) who reside(s)
 
with him or
her
 
is(are)
 
a
 
Popular
 
Insider
 
subject
 
to
 
the
 
restrictions
 
set
 
forth
 
in
 
the
 
Policy
 
and
 
these
Procedures.
 
 
 
 
 
4
S
PECULATIVE
T
RANSACTIONS
The Policy specifically provides that no Popular Insider may engage in speculative transactions in
securities
 
of
 
Popular
 
(for
 
example,
 
transactions
 
in which
 
the
 
Popular
 
Insider
 
is trying
 
to
 
profit
from short-term movements,
 
either increases or decreases, in the price of securities of Popular)
and other transactions
 
that may otherwise
 
give the appearance
 
of impropriety.
 
Pursuant to the
Policy, the following is a list
 
of the most
 
prevalent transactions that Popular considers
 
speculative
or that are otherwise prohibited because they may create
 
the appearance of impropriety:
(a)
Short Sales
: Short
 
sales of
 
securities of
 
Popular, that is, sales
 
of securities
 
of Popular which
are not then owned, including a “sale
 
against the box” (a sale with delayed
 
delivery), are
transactions whereby a person will benefit from
 
a decline in the price of the securities of
Popular.
 
These
 
transactions
 
generally
 
signal
 
to
 
the
 
market
 
that
 
the
 
seller
 
has
 
no
confidence in Popular or its short-term prospects. In addition, short sales may reduce the
seller’s incentive
 
to improve
 
Popular’s performance.
 
For these
 
reasons, Popular
 
Insiders
may not engage in short sales of securities of Popular.
(b)
Options and derivative securities
: A transaction in
 
options is, in
 
effect, a bet on
 
the short-
term movement
 
of securities
 
of Popular
 
and therefore
 
creates
 
the appearance
 
that the
Popular Insider
 
is trading
 
based on
 
inside information.
 
Transactions
 
in options
 
may also
focus
 
the
 
transacting
 
person’s
 
attention
 
on
 
short-term
 
performance
 
at
 
the
 
expense
 
of
Popular’s
 
long-term
 
prospects.
 
For
 
these
 
reasons,
 
Popular
 
Insiders
 
may
 
not
 
engage
 
in
transactions in
 
options and other
 
derivative securities
 
based on securities
 
of Popular
 
on
an exchange or in any other organized
 
market.
(c)
Certain
 
hedging
 
transactions
:
 
Certain
 
forms
 
of
 
hedging
 
or
 
monetization
 
transactions,
such as zero
 
-cost collars
 
and forward
 
sale contracts, allow
 
a stockholder to
 
lock in much
of the value of his or her stock
 
holdings, often in exchange
 
for all or part of the potential
for upside
 
appreciation in
 
the stock.
 
These transactions
 
allow the
 
holder to
 
continue to
own the underlying securities, but without the
 
full rewards and risks of ownership. When
that
 
occurs,
 
the
 
owner
 
may
 
no
 
longer
 
have
 
the
 
same
 
objectives
 
as
 
Popular’s
 
other
shareholders.
 
For
 
this
 
reason,
 
Popular
 
Insiders
 
may
 
not
 
engage
 
in any
 
such
 
hedging or
monetization transactions involving securities of Popular.
Please
 
be
 
advised
 
that
 
any
 
other
 
type
 
of
 
speculative
 
transaction
 
in
 
securities
 
of
 
Popular
 
by
 
a
Popular Insider is prohibited under the Policy and these Procedures. If uncertain as to whether a
particular
 
transaction
 
is
 
speculative
 
for
 
purposes
 
of
 
the
 
Policy
 
and
 
these
 
Procedures,
 
Popular
Insiders should assume it is speculative and contact the Popular’s Legal
 
Division for guidance.
 
Exceptions
The
 
prohibition
 
on
 
trading
 
in
 
securities
 
of
 
Popular
 
set
 
forth
 
in
 
both
 
the
 
Policy
 
and
 
these
Procedures is not applicable to the following transactions:
(a)
The exercise of
stock options
 
under Popular’s
2004 Omnibus Incentive Plan
, the
Popular,
Inc. 2020
 
Omnibus Incentive
 
Plan
or any
 
other plan
 
adopted by
 
Popular or
 
that may
 
be
adopted
 
by Popular
 
in the
 
future
 
that
 
provides
 
for
 
the
 
issuance of
 
stock
 
options,
 
since
Popular is the other party to the transaction and the price does not vary with the market
 
 
 
 
 
 
5
but is
 
fixed by the
 
terms of
 
the option
 
agreement. Such prohibition
 
is, however, applicable
to the Popular Insider’s transfer
 
to a third party or sale of any such shares acquired upon
the exercise of stock options;
(b)
The
 
grant
 
by Popular
 
of
restricted
 
stock
 
or
 
restricted
 
stock
 
units under
 
Popular’s
2004
Omnibus Incentive Plan
, the
Popular,
 
Inc. 2020 Omnibus Incentive Plan
 
or any other plan
adopted by Popular or that may be adopted
 
by Popular in the future that
 
provides for the
issuance of restricted stock to certain of its executives, officers and other key employees.
Such prohibition is,
 
however,
 
applicable to the
 
Popular Insider’s transfer
 
to a third
 
party
or sale of any
 
such shares (unless it
 
involves a sale
 
of a portion of
 
the restricted
 
stock or
restricted
 
stock unit
 
award
 
and such
 
sale had
 
been previously
 
approved
 
by the
 
Popular
Insider at the time of the award in order to obtain required funds to pay
 
any withholding
tax requirement,
 
and at the time the sale was
 
approved by the Popular
 
Insider he or she
was not aware of any Material Nonpublic Information
 
regarding Popular);
(c)
The
periodic
 
contributions
 
made
 
by
 
Popular
 
or
 
its
 
employees
 
to
 
purchase
 
shares
 
of
Popular
common stock
under the
Popular,
 
Inc. Puerto Rico Savings and Investment
 
Plan,
Popular,
 
Inc.
 
USA
 
401(K)
 
Savings
 
and
 
Investment
 
Plan,
Popular,
 
Inc.
 
Puerto
 
Rico
Nonqualified Deferred Compensation Plan, Popular North America Deferral
 
Plan and any
other retirement,
 
savings or
 
other comparable
 
plan adopted
 
by Popular
 
or that
 
may be
adopted by
 
Popular in the
 
future, pursuant
 
to the terms
 
and conditions of
 
such plans or
the
 
employees’
 
advance
 
instructions.
 
Such
 
prohibition
 
is,
 
however,
 
applicable
 
to
 
the
Popular
 
Insider’s initial
 
election to
 
participate
 
and purchase
 
shares under
 
the plan,
 
any
changes
 
in the
 
instructions
 
regarding
 
the
 
purchase
 
of shares
 
of Popular
 
common
 
stock
pursuant to such plans and to the Popular Insider’s transfer to
 
a third party or any sale of
shares of Popular common stock held under such plans; and
(d)
The
purchase
 
of
 
shares
 
of
 
Popular
common
 
stock
 
pursuant
 
to
 
Popular’s
Dividend
Reinvestment and Stock Purchase Plan
resulting from (i) a Popular Insider’s reinvestment
of dividends
 
paid on
 
Popular’s
 
common stock
 
under the
 
plan, or
 
(ii) additional
 
periodic
contributions made by the
 
Popular Insider to purchase
 
additional shares under the plan.
Such prohibition is, however,
 
applicable to the Popular Insider’s election to participate in
the
 
plan,
 
any
 
changes
 
in
 
the
 
instructions
 
regarding
 
the
 
periodic
 
purchase
 
of
 
shares
 
of
Popular common
 
stock pursuant
 
to such
 
plans and to
 
the Popular
 
Insider’s transfer
 
to a
third party or sale of any shares of Popular common stock purchased under the plan.
 
(e)
Prearranged
 
trading
 
programs.
Notwithstanding
 
the
 
prohibition
 
set
 
forth
 
in
 
these
Procedures against insider trading, SEC Rule 10b5-1
 
and these Procedures permit
 
Popular
Insiders to
 
enter into
 
transactions in
 
Popular securities
 
regardless
 
of their
 
awareness of
inside information
 
if (i) the
 
transaction is
 
made pursuant
 
to a
 
pre-arranged
 
trading plan
that
 
was
 
entered
 
into
 
when
 
the
 
Popular
 
Insider
 
was
 
not
 
in
 
possession
 
of
 
Material
Nonpublic Information
 
relating to
 
Popular (the
 
“Prearranged
 
Trading
 
Program”)
 
and (ii)
the Prearranged Trading
 
Program meets each of the conditions set forth below:
 
1.
The
 
Prearranged
 
Trading
 
Program
 
must
 
be
 
in
 
writing,
 
substantially
 
in
 
the
 
form
included in Attachment B to these Procedures, or in a form approved by the Chief
Legal
 
Officer,
 
adopted
 
when
 
the
 
Popular
 
Insider
 
was
 
not
 
aware
 
of
 
Material
6
Nonpublic Information, and entered into in good faith and not as part of a plan or
scheme to evade prohibitions of SEC Rule 10b-5.
 
2.
Subject to certain limited exceptions set forth in SEC Rule 10b5-1, the Insider may
not have any other outstanding or overlapping contract, instruction or plan under
Rule
 
10b5-1(c)
 
to
 
trade
 
in
 
Popular
 
securities,
 
and
 
may
 
not
 
enter
 
into
 
any
 
such
other overlapping arrangement to trade
 
in Popular securities.
 
3.
The
 
Prearranged
 
Trading
 
Program
 
is
 
the
 
Popular
 
Insider’s
 
only
 
“single-trade”
trading plan within any 12-month period. A “single-trade” plan is one designed to
effect
 
the open-market
 
purchase
 
or
 
sale of
 
the total
 
amount of
 
securities to
 
be
purchased or sold in a single transaction.
 
4.
The
 
Prearranged
 
Trading
 
Program
 
includes a
 
written
 
certification
 
by
 
the
 
Insider
indicating that he or she (x) is not aware of Material Nonpublic Information about
the issuer
 
or its
 
securities and (y)
 
is adopting
 
or modifying the
 
plan in
 
good faith
and not as part of a plan or scheme to evade the prohibitions of SEC Rule 10b-5.
 
5.
The Prearranged Trading
 
Program:
 
(x) specifies the amount of
 
securities to be purchased
 
or sold and the
 
price
at which and date on which the securities were to be purchased or sold; or
 
(y)
 
Includes
 
a
 
written
 
formula
 
or
 
algorithm,
 
or
 
computer
 
program,
 
for
determining
 
the
 
amount
 
of
 
securities
 
to
 
be
 
purchased
 
or
 
sold
 
and
 
the
 
price
 
at
which and the date on which the securities were to be purchased or sold; or
 
 
(z) Does not permit
 
the person to
 
exercise any
 
subsequent influence over
how, when, or whether to effect purchase or sales; provided, in addition, that any
other
 
person
 
who,
 
pursuant
 
to
 
the
 
Prearranged
 
Trading
 
Program,
 
did
 
exercise
such influence must not be aware of Material Nonpublic Information.
 
6.
The Prearranged
 
Trading
 
Program
 
does not
 
permit the
 
Popular Insider,
 
after the
plan’s
 
adoption,
 
to
 
alter
 
or
 
deviate
 
from
 
the
 
plan
 
to
 
purchase
 
or
 
sell
 
securities
(whether by changing
 
the amount, price
 
or timing of
 
the purchase or
 
sale) without
formally amending
 
the plan, or
 
to enter
 
into or
 
alter a
 
corresponding or
 
hedging
transaction or position with respect to those securities.
7.
The first trade under the adopted or modified Prearranged Trading
 
Program does
not
 
occur
 
until
 
the
 
applicable
 
cooling-off
 
period
 
has
 
expired.
 
For
 
directors
 
and
Section
 
16
 
officers,
 
the
 
cooling-off
 
period
 
is
 
the
 
later
 
of
 
(i)
 
90
 
days
 
after
 
the
adoption or modification of the Prearranged
 
Trading Program
 
or (ii) two business
days
 
following
 
the filing
 
of the
 
Form 10-Q
 
or Form
 
10-K for
 
the fiscal
 
quarter
 
in
which the
 
Prearranged
 
Trading
 
Program
 
was adopted
 
or modified.
 
In any
 
event,
the
 
required
 
cooling-off period
 
applicable to
 
directors
 
and Section
 
16 officers
 
is
not
 
to
 
exceed
 
120
 
days
 
following
 
adoption
 
or
 
modification
 
of
 
the
 
Prearranged
Trading
 
Program.
 
For
 
Insiders
 
other
 
than
 
directors
 
or
 
Section
 
16
 
officers,
 
the
applicable cooling-off
 
period is 30
 
days after
 
the adoption or
 
modification of
 
the
Prearranged Trading
 
Program.
 
 
 
 
7
The
 
Popular
 
Insider
 
must
 
act
 
in
 
good
 
faith
 
with
 
respect
 
to
 
the
 
Prearranged
 
Trading
Program through the term of the Plan.
 
A Popular
 
Insider who
 
wishes to
 
enter into,
 
amend or
 
terminate
 
a Prearranged
 
Trading
Program must
 
submit the trading
 
plan to Popular’s
 
Chief Legal
 
Officer for approval
 
prior
to adoption,
 
amendment or
 
termination of
 
the trading
 
plan. Such
 
request for
 
approval,
amendment or
 
termination of
 
a trading
 
plan shall
 
be made
 
by the
 
Popular Insider
 
using
the form
 
included in
 
Attachment
 
B-1 to
 
these Procedures
 
.
 
The approval
 
of the
 
entering
into, amendment or
 
termination is subject
 
to the
 
sole and
 
absolute discretion of
 
Popular’s
Chief
 
Legal
 
Officer.
 
The
 
entering
 
into,
 
amendment
 
or
 
termination
 
of
 
a
 
Prearranged
Trading
 
Program
 
by a
 
director or
 
Section 16
 
officer,
 
as well
 
as trades
 
made pursuant
 
to
such program, are subject to disclosure requirements
 
under SEC rules.
Prearranged
 
Trading
 
Programs
 
may
 
not be
 
adopted,
 
amended or
 
terminated
 
when the
Popular
 
Insider
 
is
 
in
 
possession
 
of
 
Material
 
Nonpublic
 
Information
 
about
 
Popular.
 
A
Popular Insider may
 
only adopt,
 
amend or
 
terminate his or
 
her trading plan
 
during periods
when trading in securities of
 
Popular is permitted to
 
Popular Insiders in accordance
 
with
the
 
Policy
 
and
 
these
 
Procedures
 
and
 
any
 
other
 
applicable
 
requirement
 
applicable
 
to
directors, executive
 
officers, employees of Popular Securities, PAM
 
Employees and other
Specifically-Designated Employees.
 
C
LEARANCE
P
ROCEDURES AND
C
ONTACTS
The Policy specifically directs
 
Popular Insiders to review
 
these Procedures for additional
 
guidance
on Popular’s approved clearance
 
procedures. Popular Insiders are
 
not all
 
subject to a
 
general pre-
clearance
 
requirement
 
for
 
trades
 
in
 
securities
 
of
 
Popular.
 
Nonetheless,
 
Popular
 
directors,
executive
 
officers and
 
other Specifically-Designated
 
Employees are
 
subject to black-out
 
periods
and pre-clearance procedures that are referenced
 
or discussed below.
In accordance therewith, and to
 
prevent insider trading by Popular Insiders, Popular has
 
adopted
the following procedures:
 
Trading
If uncertain whether the
 
information they possess is Material Nonpublic
 
Information, or whether
a
 
proposed
 
transaction
 
constitutes
 
trading
 
upon
 
Material
 
Nonpublic
 
Information,
 
Popular
Insiders should not engage in such transaction (including transactions in securities of Popular (or
those of another company
 
which is a customer,
 
partner or competitor
 
of Popular)) without first
contacting
 
Popular’s
 
Legal
 
Division
 
(if the
 
Popular
 
Insider
 
is a
 
Popular
 
employee),
 
or Popular’s
Chief Legal Officer or his
 
designated person (if the Popular Insider
 
is a Popular director, executive
officer or member of Popular’s Disclosure Committee).
Tipping
To
 
reduce the
 
probability that
 
Popular Insiders
 
tip inside
 
information, Popular
 
has adopted
 
the
following procedures:
●
Popular
 
Insiders
 
should
 
not
 
discuss
 
or
 
distribute
 
Material
 
Nonpublic
 
Information
regarding
 
Popular
 
(or
 
any
 
other
 
company
 
that
 
is
 
a
 
customer,
 
partner
 
or
 
competitor
 
of
Popular) with
 
or to
 
(1) any
 
person inside
 
Popular,
 
except
 
on a
 
“need to
 
know” basis,
 
or
 
 
8
(2)
 
any
 
person
 
outside Popular,
 
unless
 
(a)
 
specifically
 
authorized
 
to
 
do
 
so
 
by
 
Popular’s
Legal Division or (b)
 
the disclosure is made
 
to a Popular
 
service provider that has
 
agreed
or
 
is
 
otherwise
 
required
 
to
 
maintain
 
such
 
information
 
confidential.
 
This
 
prohibition
includes any discussion, distribution
 
or posting of Material
 
Nonpublic Information in any
Popular “intranet” or other electronic or other type of employee forum.
 
●
Popular
 
Insiders
 
should
 
not
 
discuss
 
confidential
 
information
 
or
 
Material
 
Nonpublic
Information
 
regarding
 
Popular
 
(or
 
any
 
other
 
company
 
that
 
is
 
a
 
customer,
 
partner
 
or
competitor
 
of
 
Popular)
 
within
 
the
 
hearing
 
range
 
of
 
outsiders,
 
including
 
friends
 
and
relatives.
 
It
 
is
 
particularly
 
important
 
to
 
exercise
 
care
 
and
 
refrain
 
from
 
discussing
confidential
 
information
 
or
 
Material
 
Nonpublic
 
Information
 
in
 
public
 
places,
 
such
 
as
elevators, taxis, airplanes, lavatories, restaurants, and other places where the discussions
might be overheard.
●
Popular
 
Insiders should
 
not discuss
 
or disseminate
 
confidential
 
information
 
or Material
Nonpublic
 
Information
 
regarding
 
Popular
 
(or
 
any
 
other
 
company
 
that
 
is
 
a
 
customer,
partner
 
or
 
competitor
 
of
 
Popular)
 
in
 
any
 
internet-based
 
forum
 
or
 
in
 
any
 
social
 
media
outlet (i.e., Facebook, X (formerly known as Twitter
 
), Instagram, Snapchat, etc.).
●
Popular
 
Insiders
 
are
 
prohibited
 
from
 
addressing
 
any
 
inquiries
 
from
 
securities
 
analysts,
companies in the same business as Popular,
 
and members of the press. All such inquiries
should be immediately
 
referred
 
to Popular’s
 
Corporate Communications
 
Division, which
will direct them to the appropriate officer for handling.
 
A
DDITIONAL
R
ESTRICTIONS
Additional Restrictions Applicable to Directors and Executive
 
Officers.
In addition to the restrictions
 
and procedures set forth
 
both in the Policy and
 
these Procedures,
directors and executive
 
officers of Popular are subject to
 
additional restrictions and procedures,
including requirements regarding the filing of public
 
reports of beneficial ownership and changes
of beneficial ownership
 
with the SEC,
 
short-swing profit
 
provisions and certain
 
blackout periods
and
 
pre-clearance
 
procedures.
 
These
 
restrictions
 
and
 
procedures
 
are
 
set
 
forth
 
in
 
Popular’s
Director and Executive
 
Officer Guide
 
to Complying
 
with Certain Laws
 
and Regulations
. Directors
and
 
executive
 
officers
 
of
 
Popular
 
should
 
refer
 
to
 
the
 
aforementioned
 
Guide
 
to
 
review
 
and
understand the additional requirements and
 
procedures that they are
 
subject to. The
 
restrictions
on
 
trading
 
contained
 
in
 
the
 
Guide
 
as
 
well
 
as
 
the
 
Policy
 
and
 
these
 
Procedures
 
will
 
continue
 
to
apply to
 
those former
 
directors
 
and executive
 
officers who
 
leave during
 
a blackout
 
period until
the next window period.
Additional Restrictions Applicable to Popular Securities Employees and PAM
 
Employees
In addition to the restrictions
 
and procedures set forth
 
both in the Policy and
 
these Procedures,
Popular
 
Securities Employees
 
are
 
also subject
 
to the
 
stock
 
trading
 
restrictions
 
and procedures
set forth
 
in
Popular Securities’
 
Compliance Manual
. Popular
 
Securities Employees
 
should refer
to
 
the
 
aforementioned
 
Compliance
 
Manual
 
to
 
review
 
and
 
understand
 
the
 
additional
requirements and procedures that they are subject to.
 
 
 
 
 
9
In addition to the restrictions
 
and procedures set forth
 
both in the Policy and
 
these Procedures,
PAM Employees
 
are also subject to the stock trading restrictions and procedures
 
set forth in the
Code
 
of
 
Ethics
 
for
 
Popular
 
Asset
 
Management,
 
LLC.
 
PAM
 
Employees
 
should
 
refer
 
to
 
the
aforementioned
 
Code
 
of
 
Ethics
 
to
 
review
 
and
 
ensure
 
their
 
understanding
 
of
 
the
 
additional
requirements and procedures they are subject to.
Additional Restrictions Applicable to Specifically-Designated
 
Employees
Given their access
 
to financial and
 
other sensitive information about
 
Popular, certain officers and
employees
 
of
 
Popular
 
such
 
as
 
the
 
members
 
of Popular’s
 
Disclosure
 
Committee
 
have
 
been
 
(or
may be)
 
specifically designated
 
by Popular
 
as being
 
subject to
 
additional restrictions
 
regarding
trading
 
in securities
 
of Popular.
 
The Specifically-Designated
 
Employees are
 
subject to
blackout
period
restrictions
 
and
pre-clearance
 
requirements
 
with
 
respect
 
to
 
transactions
 
involving
securities of Popular comparable
 
to those that are applicable
 
to directors and executive
 
officers
of
 
Popular.
 
The
 
additional
 
restrictions
 
and
 
requirements
 
applicable
 
to
 
Specifically-Designated
Employees are set forth in Attachment
 
C to these Procedures.
Popular’s
 
Chief
 
Legal
 
Officer
 
will
 
maintain
 
a
 
list
 
of
 
the
 
Specifically-Designated
 
Employees
 
and
each
 
such Specifically-Designated
 
Employee
 
will be
 
notified
 
in writing
 
by Popular’s
 
Chief Legal
Officer or by Popular’s
 
Legal Division of the
 
additional restrictions and procedures
 
that are then
applicable. The Specifically-Designated
 
Employees will be
 
designated on the
 
basis of an analysis
of
 
their
 
possible
 
access
 
to
 
Material
 
Nonpublic
 
Information
 
regarding
 
Popular
 
because
 
of
 
their
position and/or because of their responsibilities.
Special Blackout Periods that May Be Applicable to
 
all Popular Insiders
Popular
 
Insiders
 
(other
 
than
 
directors,
 
executive
 
officers
 
and
 
other
 
Specifically-Designated
Employees)
 
are
 
not
 
subject
 
to
 
the
 
regular
 
blackout
 
periods
 
established
 
on
 
trading
 
of
 
Popular
securities.
 
In
 
general
 
terms,
 
a
 
blackout
 
period
 
is a
 
period
 
during which
 
trading
 
in securities
 
of
Popular is prohibited.
Nonetheless,
 
under
 
certain
 
extraordinary
 
circumstances,
 
Popular
 
may
 
designate
 
a
 
special
blackout period (for example,
 
if there is some extraordinary material
 
development with Popular
that merits a suspension
 
of trading by some or
 
all Popular Insiders) during which
 
some additional
Popular Insiders or
 
all Popular
 
Insiders will
 
be prohibited
 
from entering into
 
transactions involving
securities of Popular.
 
If Popular determines
 
that it is
 
necessary to implement
 
a special blackout
period applicable
 
to some
 
additional Popular
 
Insiders or
 
all Popular
 
Insiders, it
 
will send
 
one or
more
 
notices
 
to
 
the
 
affected
 
Popular
 
Insiders
 
specifying
 
the
 
commencement
 
date
 
and
termination date of such special blackout period.
Special Trading
 
Restrictions that May Be Applicable to Securities of Other Issuers
The Policy provides that trading
 
or tipping in the securities of another issuer while in possession
of Material
 
Nonpublic Information
 
about such other
 
issuer,
 
which information
 
was obtained
 
by
the
 
Popular
 
Insider
 
in
 
the
 
course
 
of
 
his
 
or
 
her
 
employment
 
or
 
association
 
with
 
Popular,
 
is
prohibited until the information about such other issuer becomes public
 
or is no longer material.
 
In addition, under certain
 
circumstances, Popular may establish additional restrictions relating to
the trading of securities of another
 
issuer that could be applicable to
 
some Popular Insiders or all
10
Popular Insiders. If Popular
 
determines that it is necessary to implement
 
such additional trading
restrictions to
 
some additional Popular
 
Insiders or
 
all Popular
 
Insiders, it
 
will send
 
one or
 
more
notices
 
to
 
the
 
affected
 
Popular
 
Insiders
 
specifying
 
the
 
additional
 
trading
 
restrictions
 
and
 
the
commencement date and termination dates of such additional trading restrictions.
 
 
 
 
1
REQUEST AND CERTIFICATION
RE: EXCEPTION FOR DEPENDENTS OR FAMILYMEMBER
 
The
 
undersigned
 
Popular
 
Insider
 
hereby
 
requests
 
that
 
the
 
following
 
dependent[s]
 
or
member[s]
 
of his
 
or her
 
family
 
who reside[s]
 
with him
 
or her(other
 
than the
 
Popular
 
Insider’s
spouse,
 
who
 
may
 
not
 
be
 
exempted)
 
(the
 
“Family
 
Member[s]”)
 
not
 
be
 
considered
 
[a]
 
Popular
Insider[s]
 
for
 
purposes
 
of
 
Popular’s
 
Insider
 
Trading
 
Policy
 
and
 
Insider
 
Trading
 
Procedures
(collectively,
 
the “Policy and Procedures”):
Name of family member
Relationship to Popular Insider
 
In
 
connection
 
with
 
such
 
request,
 
the
 
undersigned
 
Popular
 
Insider
 
hereby
 
certifies
 
to
Popular that (a)
 
the Popular Insider[s]
 
do[es] not
 
influence the investment decisions
 
of the Family
Member,
 
and
 
(b)
 
the
 
Family
 
Member
 
does
 
not
 
make
 
decisions,
 
in
 
whole
 
or
 
in
 
part,
 
upon
information that the Popular Insider[s] has/have provided
 
or provide[s].
 
The undersigned Popular Insider understands
 
that, as is provided in
 
the Policy,
 
Popular’s
Legal Division
 
may,
 
in its
 
sole and
 
absolute discretion
 
and based
 
on the
 
foregoing
 
certification,
determine
 
that
 
the
 
Family
 
Member[s]
 
will
 
not
 
be
 
considered
 
a
 
Popular
 
Insider
 
subject
 
to
 
the
restrictions set forth in the Policy.
 
Sincerely,
By:
 
_____________________________________
 
Signature
 
___
 
Request approved
 
___
 
Request denied
___
 
Request approved with the following modification:
 
______________________
Date:
By:
 
_____________________________________
 
Signature
 
1
Rule 10b5-1 [Sales/Purchase] Plan
 
 
Rule
 
10b5-1
 
[Sales/Purchase]
 
Plan,
 
dated
 
__________,
 
20___
 
(the
 
“[Sales/Purchase]
Plan”),
 
between
 
[name
 
of
 
seller/purchaser]
 
(“[Seller/Purchaser]”)
 
and
 
[name
 
of
 
broker]
(“Broker”).
 
WHEREAS,
 
[Seller/Purchaser]
 
desires
 
to
 
establish
 
this
 
[Sales/Purchase]
 
Plan
 
to
[sell/purchase] shares of common stock, par value $0.01 per share (the “Stock”), of Popular,
 
Inc.
(the “Issuer”); and
 
WHEREAS,
 
[Seller/Purchaser]
 
desires
 
to
 
engage
 
Broker
 
to
 
effect
 
[sales/purchases]
 
of
shares of Stock in accordance with the [Sales/Purchase] Plan;
 
NOW,
 
THEREFORE, [Seller/Purchaser] and Broker hereby agree
 
as follows:
 
1.
 
Broker shall effect
 
a [sale/purchase] (each a “[Sale/Purchase]”) of _____
 
shares
of
 
Stock
 
on [each
 
[day][Monday]
 
on which
 
the Nasdaq
 
Stock
 
Market
 
(the “Exchange”)
 
is open
and the Stock trades regular way on the Exchange] at [a price of not [less/more] than $_______]
[the
 
then
 
prevailing
 
market
 
price],
 
commencing
 
on
 
[insert
 
date
 
that
 
complies
 
with
 
applicable
cooling-off period], 20__,
 
in compliance with
 
the requirements
 
of Rule 10b5-1(c)(1)(ii)(B) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) .
 
2.
 
This
 
[Sales/Purchase]
 
Plan
 
shall
 
become
 
effective
 
the
 
date
 
hereof
 
and
 
shall
terminate
 
on
 
[the
 
earlier
 
of
 
the
 
date]
 
[when
 
aggregate
 
sales
 
proceeds
 
of
 
$_____
 
have
 
been
received/____
 
shares
 
of
 
Stock
 
have
 
been
 
sold/an
 
aggregate
 
of
 
$___
 
/___shares
 
of
 
stock
 
have
been purchased] [or date, 20__].
 
3.
 
[Seller/Purchaser]
 
understands
 
that
 
Broker
 
may
 
not
 
be
 
able
 
to
 
effect
 
a
[Sale/Purchase]
 
due
 
to
 
a
 
market
 
disruption
 
or
 
a
 
legal,
 
regulatory
 
or
 
contractual
 
restriction
applicable to Broker.
 
If any [Sale/Purchase] cannot be executed as required by paragraph 1, due
to a
 
market
 
disruption, a
 
legal, regulatory
 
or contractual
 
restriction applicable
 
to Broker,
 
[such
Sale/Purchase shall be cancelled
 
and shall not be effected
 
pursuant to this Sales/Purchase
 
Plan]
[Broker shall effect such
 
Sale/Purchase as promptly
 
as practical after the
 
cessation or
 
termination
of such market disruption, applicable restriction or other event].
 
4.
 
[Seller/Purchaser]
 
represents
 
and
 
warrants
 
that
 
[he/she]
 
(i)
 
is
 
not
 
aware
 
of
material,
 
nonpublic
 
information
 
with
 
respect
 
to
 
the
 
Issuer
 
or
 
any
 
securities
 
of
 
the
 
Issuer
(including
 
the
 
Stock),
 
(ii)
 
is
 
not
 
subject
 
to
 
any
 
legal,
 
regulatory
 
or
 
contractual
 
restriction
 
or
undertaking that would prevent Broker from
 
conducting [Sales/Purchase] in
 
accordance with this
Sales Plan,
 
and (iii)
 
is entering
 
into this
 
[Sales/Purchase] Plan
 
in good
 
faith and
 
not as
 
part of
 
a
plan or scheme to evade
 
the prohibitions of Rule 10b5
 
-1.
 
Seller shall immediately notify Broker
if [he/she]
 
becomes subject
 
to a
 
legal, regulatory
 
or contractual
 
restriction or
 
undertaking that
would prevent Broker from making
 
[Sales/Purchases] pursuant to
 
this [Sales/Purchase]
 
Plan, and,
in such
 
a case,
 
[Seller/Purchaser] and
 
Broker shall
 
cooperate
 
to amend
 
or otherwise revise
 
this
[Sales/Purchase]
 
Plan
 
to
 
take
 
account
 
of
 
such
 
legal,
 
regulatory
 
or
 
contractual
 
restriction
 
or
undertaking
 
(provided
 
that
 
neither
 
party
 
shall
 
be
 
obligated
 
to
 
take
 
any
 
action
 
that
 
would
 
be
inconsistent with the requirements of Rule 10b5-1(c)).
2
 
5.
 
It
 
is
 
the
 
intent
 
of
 
the
 
parties
 
that
 
this
 
[Sales/Purchase]
 
Plan
 
comply
 
with
 
the
requirements of
 
Rule 10b5-1(c) under
 
the Exchange
 
Act, and this
 
[Sales/Purchase] Plan shall
 
be
interpreted to comply with the requirements
 
of Rule 10b5-1(c).
 
6.
 
[Broker
 
agrees
 
to
 
conduct
 
all
 
Sales
 
in
 
accordance
 
with
 
the
 
manner
 
of
 
sale
requirement of Rule 144 under the Securities Act
 
of 1933, and in no
 
event shall Broker effect any
Sale if
 
such Sale would
 
exceed the
 
then applicable
 
volume limitation
 
under Rule 144,
 
assuming
Broker’s Sales under this Sales Plan are the only
 
sales subject to that limitation.
 
Seller agrees not
to
 
take,
 
and
 
agrees
 
to
 
cause
 
any
 
person
 
or
 
entity
 
with
 
which
 
he
 
or
 
she
 
would
 
be
 
required
 
to
aggregate
 
sales of
 
Stock pursuant
 
to paragraph
 
(a)(2) or
 
(e) of
 
Rule 144
 
not to
 
take,
 
any action
that
 
would
 
cause
 
the
 
Sales
 
not
 
to
 
comply
 
with
 
Rule
 
144.
 
[Broker
 
will
 
be
 
responsible
 
for
completing and filing on behalf of Seller the required
 
Form 144s.
 
Seller understands and agrees
that
 
Broker
 
shall
 
make
 
one
 
Form
 
144
 
filing
 
at
 
the
 
beginning
 
of
 
each
 
three-month
 
period
commencing [date], 20__.] [Seller will be responsible for making all required Form 144 filings.]
 
7.
 
[Seller/Purchaser] agrees to make all
 
filings, if any, required under Sections
 
13 and
16
 
of
 
the
 
Exchange
 
Act.
 
[Seller/Purchaser]
 
agrees
 
to
 
promptly
 
(but
 
in
 
any
 
case
 
within
 
one
business day) notify Issuer of all [Sales/Purchases]
 
made under this [Sales/Purchase] Plan.
 
8.
 
This [Sales/Purchase] Plan shall be governed by and construed in accordance
 
with
the laws of
 
the Commonwealth of
 
Puerto Rico and
 
may be modified
 
or amended
 
only by a
 
writing
signed by the parties hereto, acknowledged by the Issuer.
 
9.
 
[Seller/Purchaser]
 
acknowledges
 
that
 
modifications
 
or
 
amendments
 
to
 
the
amount, price or
 
timing of the
 
[Purchase/Sale] of shares
 
of Stock under
 
this [Sales/Purchase] Plan
will require
 
compliance with
 
Popular’s
 
pre-clearance
 
and other
 
insider trading
 
procedures
 
and
with the applicable cooling-off period set forth in
 
Rule 10b5-1(c)(1)(ii)(B) under the Exchange Act
upon such modification or amendment.
IN WITNESS WHEREOF, the undersigned have signed this Rule 10b5-1 [Sales/Purchase] Plan as
 
of
the date first written above.
[SELLER/PURCHASER]:
BROKER:
By:
By:
Name:
Name:
Title:
Acknowledged:
POPULAR, INC.
By:
Name:
Title:
 
 
1
REQUEST AND CERTIFICATION
RE: APPROVAL
 
OF PREARRANGED TRADING PROGRAM
 
The
 
undersigned
 
Popular
 
Insider
 
hereby
 
requests
 
that
 
Popular,
 
Inc.
 
(“Popular”)’s
 
Chief
Legal Officer approve the adoption/amendment/termination
 
of the trading plan for securities of
Popular that is attached to this Request
 
and Certification Form. This approval is being requested
pursuant to the requirements of Popular’s Insider Trading
 
Policy and Insider Trading Procedures.
 
In
 
connection
 
with
 
this
 
request,
 
the
 
undersigned
 
Popular
 
Insider
 
certifies
 
to
 
Popular’s
Chief Legal Officer that:
(i)
The
 
undersigned
 
Popular
 
Insider
 
is
 
entering
 
into/amending/terminating
 
the
attached trading
 
plan in good
 
faith and
 
not as part
 
of a plan
 
or scheme to
 
evade
the
 
prohibitions
 
of
 
applicable
 
insider
 
trading
 
laws
 
and
 
regulations
 
and
 
the
applicable
 
provisions
 
of
 
Popular’s
 
Insider
 
Trading
 
Policy
 
and
 
Insider
 
Trading
Procedures.
(ii)
At
 
the
 
time
 
that
 
the
 
undersigned
 
Popular
 
Insider
 
is
 
entering
into/amending/terminating
 
the
 
attached
 
trading
 
plan
 
he
 
or
 
she
 
is not
 
aware
 
of
any Material Nonpublic Information regarding
 
Popular.
(iii)
At
 
the
 
time
 
that
 
the
 
undersigned
 
Popular
 
Insider
 
is
 
entering
into/amending/terminating
 
the
 
attached
 
trading
 
plan
 
he
 
or
 
she
 
is
 
permitted
 
to
trade in Popular securities (i.e., he or she is not subject to a blackout period).
(iv)
If the undersigned Popular Insider is entering into/amending the attached trading
plan, the first trade thereunder
 
will not occur
 
until the expiration of the
 
applicable
cooling-off period set forth in paragraph (c)(1)(ii)(B) of SEC Rule 10b5-1.
(v)
At
 
the
 
time
 
the
 
undersigned
 
Popular
 
Insider
 
is
 
entering
 
into/amending
 
the
attached
 
trading
 
plan,
 
the
 
Popular
 
Insider
 
does
 
not
 
have
 
any
 
other
 
contract,
instruction, or plan
 
in effect for
 
trading securities of
 
Popular on the
 
open market
that would qualify for the affirmative defense
 
in SEC Rule 10b5-1(c).
(vi)
With the execution or amendment of the attached plan, the undersigned Popular
Insider will
 
not have
 
two (2)
 
or more
 
trading
 
plans designed
 
to effect
 
the open-
market purchase or sale of Popular securities
 
as a single transaction
 
(“single-trade
plans”), that would qualify for the affirmative defense
 
in SEC Rule 10b5-1(c).
 
The
 
undersigned
 
Popular
 
Insider
 
understands
 
that,
 
as
 
is
 
provided
 
in
 
Popular’s
 
Insider
Trading
 
Procedures, Popular’s
 
Chief Legal Officer
 
may,
 
in his or her
 
sole and absolute discretion
and
 
based
 
on
 
the
 
foregoing
 
certification
 
and
 
the
 
review
 
of
 
the
 
trading
 
plan,
 
approve
 
or
disapprove
 
the
 
proposed
 
adoption/amendment/termination
 
of
 
the
 
Prearranged
 
Trading
Program.
 
Sincerely
 
[Name of Popular Insider]
 
[Title of Popular Insider]
2
___
 
Request approved
 
___
 
Request denied
___
 
Request approved with the following modification:
 
______________________
Date:
By:
 
_____________________________________
 
Popular’s Chief Legal Officer
 
 
 
 
 
1
ADDITIONAL TRADING RESTRICTIONS AND REQUIREMENTS APPLICABLE TO
SPECIFICALLY
 
-DESIGNATED
 
EMPLOYEES
 
The
 
additional
 
trading
 
restrictions
 
and
 
requirements
 
set
 
forth
 
below
 
are
 
applicable
 
to
Specifically-Designated Employees of Popular,
 
Inc. and its subsidiaries (collectively,
 
“Popular” or
the
 
“Company”).
 
These
 
restrictions
 
and
 
requirements,
 
which
 
are
 
comparable
 
to
 
the
requirements that
 
are applicable
 
to directors
 
and executive
 
officers of
 
Popular under
 
Popular’s
Director
 
and Executive
 
Officer
 
Guide to
 
Complying with
 
Certain
 
Laws
 
and
 
Regulations,
 
are
 
not
applicable to all Popular Insiders.
Pre-Clearance
 
Specifically-Designated Employees may not engage in any transaction involving Company
equity
 
securities
 
without
 
first
 
obtaining
 
pre-clearance
 
of
 
the
 
transaction
 
from
 
Popular’s
 
Legal
Division. A request for pre-clearance should be
 
submitted to Popular’s Legal Division in writing at
least
 
two
 
business
 
days
 
in
 
advance
 
of
 
the
 
proposed
 
transaction
 
in
 
the
 
form
 
included
 
in
Attachment
 
D
 
to
 
these
 
Procedures.
 
Popular’s
 
Legal
 
Division
 
will
 
then
 
determine
 
whether
 
the
transaction
 
may
 
proceed.
 
Pre-clearance
 
will
 
not
 
be
 
granted
 
if
 
a
 
blackout
 
period,
 
as
 
described
below,
 
is in effect.
Quarterly or Regular Blackout Periods
 
Popular must be sensitive to
 
even the appearance of impropriety.
 
The announcement of
our quarterly
 
financial results
 
almost always
 
has the
 
potential to
 
have
 
a material
 
effect
 
on the
market for
 
our securities. Accordingly,
 
transactions in Company
 
securities, directly or
 
indirectly,
are permitted
 
to the
 
Specifically-Designated
 
Employee or
 
his/her immediate
 
family only
 
during
the
 
“window
 
period.”
 
The
 
window
 
period
 
will
 
run
 
from
 
and
 
including
 
the
 
date
 
that
 
is
 
two
complete trading days on the Nasdaq Global Securities
 
Market after the public announcement of
our earnings until the tenth day of the last month of each fiscal quarter (the tenth day of March,
June, September and
 
December). The remainder
 
of each quarter
 
from and including
 
the eleventh
day
 
of
 
the
 
last
 
month
 
of
 
each
 
quarter
 
(the
 
eleventh
 
day
 
of
 
March,
 
June,
 
September
 
and
December)
 
through
 
and
 
including
 
the
 
second
 
complete
 
day
 
of
 
trading
 
on
 
the
 
Nasdaq
 
Global
Securities Market following the announcement of our earnings is a blackout period during which
transactions
 
in
 
Company
 
securities,
 
directly
 
or
 
indirectly,
 
are
 
prohibited
 
to
 
the
 
Specifically-
Designated
 
Employee
 
or
 
his/her
 
immediate
 
family.
 
In
 
order
 
to
 
avoid
 
trading
 
during
 
blackout
periods, the Specifically-Designated Employee and his/her immediate family must
 
also cancel all
open trade
 
orders
 
involving Company
 
securities during
 
the blackout
 
period. The
 
trade must
 
be
completed within the window period; however,
 
the settlement may take
 
place after the trading
window closes.
 
While
 
Popular
 
recognizes
 
that
 
some
 
Specifically-Designated
 
Employees
 
will
 
not
 
have
Material
 
Nonpublic
 
Information
 
during
 
the
 
quarterly
 
blackout
 
periods,
 
Popular
 
believes
 
that
preventing
 
Specifically-Designated
 
Employees
 
from
 
transacting
 
in
 
Company
 
securities
 
during
such periods is important
 
to assure Popular’s
 
investors
 
that they are
 
not trading on
 
the basis of
Material Nonpublic Information regarding
 
Popular.
 
 
2
Event-Specific Blackouts
 
From time to time an event
 
may occur that is material to Popular
 
and is known by only a
few directors, executive officers and other employees. So long as
 
the event remains material and
nonpublic, directors,
 
executive
 
officers
 
and such
 
other persons
 
as Popular
 
designates
 
may
 
not
trade in Company
 
Securities. The existence of an event
 
-specific blackout will not be
 
announced,
other
 
than
 
to
 
those
 
who
 
are
 
aware
 
of
 
the
 
material
 
event
 
that
 
gives
 
rise
 
to
 
the
 
blackout.
 
If,
however,
 
the
 
Specifically-Designated
 
Employee
 
requests
 
permission
 
to
 
trade
 
in
 
Company
securities
 
during an
 
event-specific
 
blackout
 
Popular’s
 
Legal
 
Division will
 
inform
 
him/her of
 
the
existence
 
of
 
the
 
blackout
 
period
 
without
 
telling
 
him/her
 
the
 
specific
 
reason
 
for
 
it.
 
If
 
the
Specifically-Designated Employee is told of the existence of an event-specific blackout,
 
he or she
may not disclose
 
its existence to
 
others because that
 
information could
 
itself be material.
 
If the
Specifically-Designated
 
Employee
 
is
 
in
 
possession
 
of
 
Material
 
Nonpublic
 
Information,
 
the
 
fact
that Popular may
 
not specifically tell him/her
 
of any blackout
 
will not relieve
 
him/her of his/her
legal responsibility and obligation to Popular and it shareholders
 
to refrain from trading.
 
1
POPULAR, INC.
INSIDER TRADING POLICY AND PROCEDURES
FORM FOR PRE-CLEARANCE REQUEST
Type of Security [check applicable boxes]
___
 
Common stock
___
 
Preferred Stock
___
 
Other (Please describe): ____________________________________
Number of Shares: ____________________
 
 
 
 
 
 
 
 
 
2
Type of Transaction [check applicable boxes]
___
 
Purchase
___
 
Sale
___
 
Gift
___
 
401K Investments
___
 
Other (Please describe): ___________________________________)
Comments: _______________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
Broker Contact Information (if applicable)
 
Company Name
 
_______________________________________
 
Contact Name
 
_______________________________________
 
Telephone
 
_______________________________________
 
Account Number
 
_______________________________________
CERTIFICATION
I am not currently in possession of any Material
 
Nonpublic Information relating to Popular,
 
Inc. or any of
its
 
subsidiaries.
 
I
 
hereby
 
certify
 
that
 
the
 
statements
 
made
 
on
 
this
 
form
 
are
 
true
 
and
 
correct.
 
I
 
have
discussed
 
any
 
questions
 
I
 
may
 
have
 
with
 
respect
 
to
 
Popular,
 
Inc.’s
 
Insider
 
Trading
 
Policy
 
and
 
Insider
Trading
 
Procedures and
 
their applicability to
 
the transactions
 
contemplated herein
 
with Popular's
 
Legal
Division. I understand
 
that I am
 
ultimately responsible for
 
complying with Popular,
 
Inc.’s
 
Insider Trading
Policy
 
and
 
Insider
 
Trading
 
Procedures
 
and
 
avoiding
 
improper
 
transactions
 
and
 
other
 
violations
 
of
applicable insider trading laws and regulations.
Signature
 
____________________________
Date
 
____________________________
Print Name
 
____________________________
Telephone # Where I May be Reached ______________ Fax #
 
____________________________
___
 
Request Approved (transaction must be completed within 5 business days after approval and the
person
 
must
 
not
 
be
 
in
 
possession
 
of
 
Material
 
Nonpublic
 
Information
 
at
 
the
 
time
 
the
 
transaction
 
is
completed)
___
 
Request Denied
___
 
Request Approved with the following modification: ______________________
Date:
By:
 
_____________________________________
Name:
 
________________________________
 
Division: ________________________________