FIRST BANCORP /PR/
For the period ended May 6, 2026. Filed Mar 25, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 25, 2026
Contents
PROXY STATEMENT HIGHLIGHTS
This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.
Meeting Information and Availability of Proxy Materials
| Date and Time: | May 6, 2026 at 10:00 A.M., Atlantic Standard Time |
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| Place: | Online at www.virtualshareholdermeeting.com/FBP2026 |
| Record Date: | March 9, 2026 |
This Proxy Statement and the accompanying proxy card are being distributed and made available to stockholders on or about March 25, 2026.
How to Vote
Your vote is important. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote in advance of the meeting. You may vote using one of the following voting methods, and if you were a stockholder as of the close of business on March 9, 2026.
| Record Holders | Beneficial Owners | |
| By Phone | Follow the instructions set forth on the voting instruction form provided by your broker, bank, trustee, or other nominee that holds your shares with these proxy materials. | |
| By Mail | ||
| Cast your ballot, sign your proxy card and return. | ||
| By-Internet | ||
| Visit www.proxyvote.com/318672 and vote online. | ||
| At the Virtual Annual Meeting | ||
| Attend our Annual Meeting virtually by logging into the virtual annual meeting website and vote by following the instructions provided on the website. | ||
| Proxy Statement for the 2026 Annual Meeting of Stockholders | First BanCorp | 1 |
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PROPOSALS FOR YOUR VOTE AND VOTING RECOMMENDATIONS
| Proposal No. 1 | |
| Election of Directors | BOARD’S RECOMMENDATION ✔FOR EACH NOMINEE |
| Refer to “Proposal No. 1 — Election of Directors” and “Information With Respect to Nominees Standing for Election as Directors and With Respect to Executive Officers of the Corporation” on page 13. |
| Proposal No. 2 | |
| Adoption of the 2026 Omnibus Incentive Plan | BOARD’S RECOMMENDATION✔FORTHIS PROPOSAL |
| Refer to “Proposal No. 2 — Adoption of the First BanCorp. 2026 Omnibus Incentive Plan” on page 47. |
| Proposal No. 3 | |
| Advisory vote to approve executive compensation | BOARD’S RECOMMENDATION ✔FORTHIS PROPOSAL |
| Refer to “Proposal No. 3 — Non-Binding Approval of Compensation of Named Executive Officers” on page 57 and “Executive Compensation Disclosure — Compensation Discussion & Analysis (CD&A)” on page 58. |
| Proposal No. 4 | |
| Ratification of Auditors | BOARD’S RECOMMENDATION✔FORTHIS PROPOSAL |
| Refer to “Proposal No. 4 — Ratification of the Appointment of the Independent Registered Public Accounting Firm” on page 91. |
| 2 | First BanCorp | Proxy Statement for the 2026 Annual Meeting of Stockholders |
2025 COMPANY PERFORMANCE
| FINANCIAL HIGHLIGHTS | ||
| $1.0BRevenues | $344.9MNet Income | 1.81%ROAA |
| $16.1Bin Deposits | $13.1Bin Loans | |
| OMNICHANNEL HIGHLIGHTS | ||
| 534.2KDigital BankingRegistered Users | 289.2KDigital BankingActive Users | +5% Active User Growth |
| 41%of Deposit Transactions Captured Through Digital Channels | 95%of Deposit Transactions Captured Through Self-Service Platforms | |
| STRONG CAPITAL POSITION | ||
| 16.8%Common Equity Tier 1 Ratio | 18.00%Total Capital Ratio | 96% Dividend and Buyback Payout Ratio1 |
| SUSTAINABILITY HIGHLIGHTS | ||
| 2,800Volunteer Hours | 114KTraining Hours | $1.3M Contributions |
| 1,102CRA-related loans originated | $411.1M CRA-related loans | |
| 1 | Includes $61.7 million redemption of the junior subordinated debentures |
| Proxy Statement for the 2026 Annual Meeting of Stockholders | First BanCorp | 3 |
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2025 Company Performance Highlights
Throughout 2025, we successfully navigated a dynamic operating environment and delivered an exceptional year by virtually all measures, including record revenue, disciplined loan growth, healthy core deposit flows, and strong profitability. We distributed close to 100% of earnings for the fifth consecutive year through repurchases of the Corporation’s common stock, par value $0.10 per share (the “Common Stock”) and the payment of Common Stock dividends, while completing the redemption of all outstanding junior subordinate debentures. During the year, we continued to reposition our balance sheet towards higher yielding investment securities, strengthened our liquidity and capital levels, and advanced key strategic technology initiatives across our operating regions. These actions contributed meaningfully to our performance and position the Corporation well for the future. We remain committed to our capital deployment priorities and targets as these measures will continue to drive sustainable franchise growth and industry-leading returns.
Some of the key corporate accomplishments during 2025 included the following:
| Strong Corporate Performance | ✔ | Earned $344.9 million in GAAP net income, an increase of 15% as compared to the prior year |
| ✔ | Adjusted pre-tax pre-provision income (non-GAAP)* of $499.2 million, an increase of 10% as compared to the prior year | |
| ✔ | Surpassed $1.0 billion in total revenues in 2025 | |
| ✔ | Achieved net interest margin of 4.58%, an improvement of 33 basis points as compared to 2024 | |
| ✔ | Achieved year-over-year organic loan growth of $380.2 million, or 3.0%, primarily driven by a $347.8 million increase in commercial and construction loans | |
| ✔ | Grew earnings per share by 19%, from $1.81 in 2024 to $2.15 in 2025 | |
| ✔ | Prudent expense management, evidenced by a strong efficiency ratio of 49.77% | |
| ✔ | Reached a non-performing assets to total ratio of 0.60%, an improvement of 1 basis points as compared to the prior year | |
| ✔ | Strong Return on Average Assets (ROAA) of 1.81%, and Return on Average Equity (ROAE) of 18.74% | |
| Franchise Highlights | ✔ | Expanded our total deposits, excluding brokered certificates of deposit and government deposits, by $193.3 million, or 1.5%, as compared to the prior year |
| ✔ | Advanced the evolution of our information technology (IT) infrastructure and digital capabilities to simplify operations and support further business growth | |
| ✔ | Promoted digital adoption with retail Digital Banking users increasing 5% as compared to 2024 | |
| ✔ | Advanced process improvement initiatives aimed at supporting business goals and increasing efficiency across the organization | |
| ✔ | Through our comprehensive Employee Engagement and Experience Survey, we sought to encourage employee engagement by understanding the needs and expectations of our workforce. Our current employee engagement score is 73%, which stands above both the global and local Qualtrics benchmarks. | |
| Value-Driven Capital Allocation | ✔ | Returned nearly 100% of 2025 earnings through the $150.0 million in repurchases of Common Stock, $115.7 million in Common Stock dividends declared and $61.7 million repurchase of junior subordinated debentures |
| ✔ | Ample capital position to continue growing franchise and delivering value to stockholders | |
| ✔ | Our tangible book value per share was $12.29, which represented a 24% increase compared to 2024 |
| * | The Corporation reports its financial measures in accordance with generally accepted accounting principles in the United States (“GAAP”). A reconciliation of the GAAP to non-GAAP financial measures is provided in Appendix A to this Proxy Statement. |
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| 4 | First BanCorp | Proxy Statement for the 2026 Annual Meeting of Stockholders |
Corporate Governance Highlights
| Majority voting standard for our director elections | Board strategic oversight and review of Enterprise Risk Management |
| Annual elections of all directors (not a staggered Board) | Frequent executive sessions of independent directors |
| Stock ownership guidelines for executive officers and non-management directors | Annual Board and committee self-evaluations |
| Robust compensation clawback policy | Oversight of corporate sustainability matters clearly delineated among Board, Board committees, and management |
Key statistics about our director nominees
| Average board tenure of current Board nominees is 10.1 years | Four fully independent Board committees |
| An independent Chair of the Board with extensive duties | 100% of Board nominees have experience in financial services, investment, and strategic planning |
| 100% of Board nominees have senior management and leadership experience | 78% of Board nominees have audit and risk oversight experience |
| 8 of our 9, or 89%, of our current directors are independent |
| Proxy Statement for the 2026 Annual Meeting of Stockholders | First BanCorp | 5 |
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Executive Compensation Highlights
Performance-Driven We believe executive compensation must, to a large extent, be at risk, so that the amount earned is directly tied to the achievement of rigorous corporate, business unit and individual performance objectives that drive long-term value creation.
Focus on variable incentive-based pay (58%-77% of total target NEO pay is at-risk as performance-based)
Stockholder-Aligned Executives should be compensated through compensation elements designed to enhance stockholder value.
Competitively Positioned Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which we compete for talent to ensure that the Corporation employs the best executives to continue its success.
Responsibly Governed Decisions about compensation should be guided by best-practice governance standards and rigorous processes that encourage prudent decision-making.
Cautionary Note Regarding Forward-Looking Statements
The Corporation cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by the Corporation, our management or our spokespeople involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Corporation’s control. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” and similar expressions may identify forward-looking statements. Actual results may differ from those set forth in the forward-looking statements due to a variety of risk factors, including those contained in the Annual Report and the Corporation’s other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Corporation does not undertake, and specifically disclaims any obligation, to update any “forward-looking statements” to reflect occurrences or unanticipated events or circumstances after the date of such statements, except as required by the federal securities laws.
Incorporation by Reference
Neither the Compensation and Benefits Committee Report nor the Audit Committee Report included herein shall be deemed soliciting material or filed with the SEC, and neither those reports nor the Annual Report shall be deemed incorporated by reference into any prior or future filings made by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except to the extent that we specifically incorporate such information by reference.
In addition, this Proxy Statement includes our website address. This website address is intended to provide an inactive, textual reference only. The information on our website is not part of or incorporated by reference into this Proxy Statement.
| 6 | First BanCorp | Proxy Statement for the 2026 Annual Meeting of Stockholders |
1519 PONCE DE LEÓN AVENUE
SAN JUAN, PUERTO RICO 00908
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