{"url_path":"/sec/fbp/8-k/2026-07-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1057706/0001140361-26-027163-index.html","accession_number":"0001140361-26-027163","cik":"0001057706","ticker":"FBP","issuer_name":"FIRST BANCORP /PR/","edgar_url":"https://www.sec.gov/Archives/edgar/data/1057706/0001140361-26-027163-index.html","primary_entity_key":"0001057706","primary_entity_name":"FIRST BANCORP /PR/"},"word_count":713,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nConsulting Arrangement with Orlando Berges\n\nIn connection with his retirement, on June 30, 2026, Mr. Berges and FirstBank Puerto Rico, a subsidiary of the Corporation\nentered into a Professional Services Agreement (the “PSA”) under which Mr. Berges will provide consulting and advisory services as an independent contractor to the Corporation from July 1, 2026 through December 31, 2026 (the “Term”), unless earlier\nterminated. The PSA may be renewed upon mutual agreement of the parties prior to the end of the Term. During the Term of the PSA, the Corporation shall pay Mr. Berges an hourly fee of $300 for the services provided pursuant to the PSA, which will\nbe provided only as requested by the Corporation and subject to Mr. Berges’ availability.\n\nThe PSA also provides that, during the Term, Mr. Berges shall provide advisory and consulting services to the Corporation in connection with pending or\nhistorical matters, financial and accounting matters, strategic and transactional matters, as well as audit, regulatory, and examination support. The PSA contains customary confidentiality, non-solicitation, and non-competition provisions, with the\nnon-solicitation and non-competition covenants applying for twelve (12) months and six (6) months, respectively, following termination of the PSA.\n\nThe foregoing description of the terms and conditions of the PSA does not purport to be complete and is qualified in its entirety by reference to the\nfull text of the PSA, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.\n\nCompensatory Arrangement with Said Ortiz\n\nIn connection with Mr. Ortiz’s appointment as Executive Vice President and Chief Financial Officer, the Corporation entered into a one-year employment\nagreement (the “Agreement”) effective July 1, 2026 with Mr. Ortiz. The Agreement automatically renews for successive one-year periods unless the Corporation or Mr. Ortiz provides prior notice of non-renewal. Under the terms of the Agreement, Mr.\nOrtiz is entitled to receive annually a base salary of $475,000 (the \"Annual Base Salary\"), plus an annual bonus opportunity based upon Mr. Ortiz’s achievement of predetermined business objectives. In addition, Mr. Ortiz is also eligible to\nparticipate in the Corporation’s employee benefit plans and programs available to executives of the Corporation. The Agreement contains customary confidentiality and non-solicitation provisions that apply for a period of twelve (12) months\nfollowing the termination of the Agreement.\n\nIf Mr. Ortiz is terminated by the Board without cause within a two-year period following\na change in control of the Corporation, he will be entitled to receive a severance lump sum payment equal to two times his Annual Base Salary plus two times the average cash performance bonus paid to him in any of the two calendar years prior to\nthe year of the termination without cause, and the value of any other benefits provided to Mr. Ortiz during the year in which the termination without cause occurs. In the event the Corporation terminates Mr. Ortiz’s employment without cause during the employment period, Mr. Ortiz will be entitled to a severance payment equal to the\nthen current cash base salary amount to which he would be entitled under the Agreement, plus the average cash performance bonus for the last two calendar years prior to the year in which the termination without cause occurs.\n\nFor purposes of the Agreement with Mr. Ortiz, a \"Change of Control\" will be deemed to have taken place if: (i) a third person, including a \"group\" as\ndefined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the Corporation having 25% or more of the total number of votes which may be cast for the election of directors of the Corporation or\nwhich, by cumulative voting, if permitted by the Corporation’s charter or bylaws, would enable such third person to elect 50% or more of the directors of the Corporation; or (ii) as the result of, or in connection with, any cash tender or exchange\noffer, merger or any other business combination, sales of assets or contested election, or any combination of the foregoing transactions, the person who were directors of the Corporation before such transaction shall cease to constitute a majority\nof the Board of the Corporation or any successor institution."}