FIRST BANCORP /PR/ (FBP) Business
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Business
GENERAL
First
BanCorp.
is
a
publicly
owned
financial
holding
company
that
is
subject
to
regulation,
supervision
and
examination
by
the
Federal Reserve Board. The Corporation was incorporated under
the laws of the Commonwealth of Puerto Rico in 1948 to serve as the
bank holding company
for FirstBank. Through
its subsidiaries, including
FirstBank, the Corporation
provides full-service commercial
and
consumer
banking
services,
mortgage
banking
services,
automobile
financing,
insurance
agency
services,
and
other
financial
products and
services in
Puerto Rico,
the U.S.,
the USVI
and the
BVI. As
of December
31, 2025,
the Corporation
had total assets
of
$19.1 billion, including loans held for investment
of $13.1 billion, total deposits of $16.7 billion, and total
stockholders’ equity of $2.0
billion.
The
Corporation
has
two
wholly-owned
subsidiaries:
FirstBank
and
FirstBank
Insurance
Agency,
Inc.
(“FirstBank
Insurance
Agency”).
FirstBank
is
a
Puerto
Rico-chartered
commercial
bank,
and
FirstBank
Insurance
Agency
is
a
Puerto
Rico-chartered
insurance agency.
FirstBank is subject to
the supervision, examination
and regulation of both
the Office of the
Commissioner of Financial Institutions
of
Puerto
Rico
(“OCIF”)
and
the
FDIC.
Deposits
are
insured
through
the
FDIC
Deposit
Insurance
Fund
(the
“DIF”).
In
addition,
within FirstBank,
the Bank’s
USVI operations
are subject to
regulation and examination
by the USVI
Division of Banking
Insurance,
and Financial
Regulation;
its BVI
operations are
subject to
regulation by
the BVI
Financial Services
Commission; and
its operations
in
the
state
of
Florida
are
subject
to
regulation
and
examination
by
the
Florida
Office
of
Financial
Regulation.
The
Consumer
Financial Protection Bureau (“CFPB”)
regulates FirstBank’s
consumer financial products and services.
FirstBank Insurance Agency is
subject to
the supervision,
examination and
regulation of
the Office
of the
Insurance Commissioner
of the
Commonwealth of
Puerto
Rico (the “Insurance Commissioner of Puerto Rico”) and the Division of
Banking, Insurance and Financial Regulation in the USVI.
FirstBank conducts its
business through its main
office located in
San Juan, Puerto Rico,
57 banking branches
in Puerto Rico, eight
banking
branches
in
the
USVI
and
the
BVI,
and
eight
banking
branches
in
the
state
of
Florida.
FirstBank
has
six
wholly-owned
subsidiaries
with
operations
in
Puerto
Rico:
First
Federal
Finance
Corp.
(d/b/a
Money
Express
La Financiera),
a
finance
company
specializing
in
the
origination
of
small
loans
with
25
offices
in
Puerto
Rico;
First
Management
of
Puerto
Rico,
a
Puerto
Rico
corporation,
which
holds
tax-exempt
assets;
FirstBank
Overseas
Corporation,
an
international
banking
entity
(an
“IBE”)
organized
under
the
International
Banking
Entity
Act
of
Puerto
Rico;
two
companies
engaged
in
the
operation
of
certain
real
estate
owned
properties and
a limited liability
corporation organized
in 2022 under
the laws of
the Commonwealth
of Puerto
Rico and Puerto
Rico
Tax
Incentive
Code
(“Act
60
of
2019”),
which
commenced
operations
in
2023
and
engages
in
qualified
investing
and
lending
transactions. The limited
liability corporation organized
under the laws
of Act 60 of 2019
has one wholly-owned
subsidiary organized
under such laws.
For a
discussion of
certain significant
events that
have occurred
in the
year ended
December 31,
2025, please
refer to
“Significant
Events” included in Part II, Item
7, “Management’s
Discussion and Analysis of Financial Condition
and Results of Operations” of this
Form 10-K.
BUSINESS SEGMENTS
The Corporation has six reportable segments: Mortgage Banking;
Consumer (Retail) Banking; Commercial and Corporate Banking;
Treasury and Investments; United
States Operations; and Virgin
Islands Operations. These segments are described below,
as well as in
Note 21 – “Segment Information” to the audited financial statements
included in Part II, Item 8 of this Form 10-K.
Mortgage Banking
The Mortgage Banking segment consists of the origination, sale and
servicing of a variety of residential mortgage loan products
and
related hedging
activities in
the Puerto
Rico region.
Originations are
sourced through
different channels,
such as
FirstBank branches
and purchases from mortgage bankers,
and in association with new project developers.
This segment focuses on originating
residential
real
estate
loans,
including
those
that
conform
to
the
U.S.
Federal
Housing
Administration
(the
“FHA”),
the
U.S.
Veterans
Administration (the “VA”)
and the U.S. Department
of Agriculture Rural
Development (the “RD”)
standards. Loans that
meet FHA’s
standards
qualify
for
FHA’s
insurance
while
loans
that
meet
VA
or
the
RD
standards
are
guaranteed
by
the
respective
federal
agencies.
Mortgage
loans that
do not
qualify
for
the FHA,
the
VA
or the
RD programs
are referred
to as
conventional
loans which
can be
conforming or non-conforming. Conforming
loans are those that meet the
standards for sale under the U.S.
Federal National Mortgage
Association
(“FNMA”)
and
the
U.S.
Federal
Home
Loan
Mortgage
Corporation
(“FHLMC”)
programs.
Loans
that
do
not
meet
6
FNMA
or
FHLMC
standards
are
referred
to
as
non-conforming
residential
real
estate
loans.
The
Mortgage
Banking
segment
also
acquires
and
sells mortgages
in the
secondary
market. Conforming
residential
real estate
loans are
sold to
investors
such
as FNMA
and
FHLMC,
and
the
Corporation
has
commitment
authority
to
issue
Government
National
Mortgage
Association
(“GNMA”)
mortgage-backed securities (“MBS”).
Consumer (Retail) Banking
The
Consumer
(Retail)
Banking
segment
includes
the
Corporation’s
consumer
lending,
commercial
lending
to
small
businesses,
commercial
transaction
banking,
and
deposit-taking
activities
(other
than
those assigned
to
the
Commercial
and
Corporate
Banking
segment)
primarily
conducted
through
FirstBank’s
branch
network,
ATMs
and
online
banking
in
the
Puerto
Rico
region.
Retail
deposits gathered through each
branch of FirstBank’s
retail network serve as
one of the funding
sources for its lending and
investment
activities. Other activities included in this segment are insurance
activities in the Puerto Rico region.
Commercial and Corporate Banking
The
Commercial
and
Corporate
Banking
segment
consists
of
the
Corporation’s
lending
and
other
services
for
large
customers
represented by
specialized and
middle-market
clients and
the government
sector in
the Puerto
Rico region.
This segment
consists of
the
Corporation’s
commercial
lending
(other
than
small business
commercial
loans)
and commercial
deposit-taking
activities (other
than the government sector). A substantial
portion of the commercial and
corporate banking portfolio is secured
by the underlying real
estate collateral and the personal guarantees from the borrowers.
Treasury and Investments
The
Treasury
and
Investments
segment
is
responsible
for
the
Corporation’s
investment
portfolio
and
treasury
functions.
The
treasury
function centrally
manages funding
by providing
funds to
the Mortgage
Banking,
Consumer (Retail)
Banking,
Commercial
and
Corporate
Banking,
United
States
Operations,
and
Virgin
Islands
Operations
segments
to
support
their
respective
lending
activities and by
compensating these
units for deposits
gathered. The Treasury
and Investments segment
also obtains funding
through
brokered
deposits,
advances
from
the
FHLB,
and
repurchase
agreements
involving
investment
securities,
among
other
funding
sources.
United States Operations
The
United
States Operations
segment
consists of
all banking
activities conducted
by FirstBank
on the
U.S. mainland.
FirstBank
provides a wide
range of banking services
to individual and corporate
customers, primarily in
southern Florida, through
eight banking
branches.
This
segment
offers
a
variety
of
consumer
and
commercial
banking
products
and
services.
Consumer
banking
products
include checking, savings and money market accounts, retail
CDs, internet banking services, residential mortgages, home equity
loans,
and lines of credit. Retail deposits, as well as FHLB advances and
brokered CDs assigned to this segment, serve as funding sources
for
its lending activities.
Commercial
banking
services
include
checking,
savings
and
money
market
accounts,
retail
CDs,
internet
banking
services,
cash
management
services,
remote
deposit
capture,
and
automated
clearing
house
(“ACH”)
transactions.
Loan
products
include
the
traditional commercial and industrial
(“C&I”) and commercial real
estate products, such as lines
of credit, term loans
and construction
loans.
Virgin Islands Operations
The Virgin
Islands Operations
segment consists
of all
banking activities
conducted
by FirstBank
in the
USVI and
BVI, including
consumer and commercial
banking services.
This segment operates
through eight banking
branches serving in
the USVI islands of
St.
Thomas, St. Croix, and
St. John, as well the island
of Tortola
in the BVI. This segment’s
primary business activities include
consumer
and
commercial
lending
and
deposit-taking
activities.
Retail
deposits
gathered
through
each
branch
serve
as
the
primary
funding
sources for the segment’s lending
activities.
CORPORATE SUSTAINABILITY
PROGRAM OVERVIEW
The
Corporation
is
committed
to
supporting
its
clients,
employees,
shareholders
and
communities
it
serves.
Its
Corporate
Sustainability
program,
which
includes
environmental,
social
and
governance
(“ESG”)
matters,
builds
on
its
core
values,
including
being
a socially
responsible
company.
The Corporation
sees effective
ESG management
as a
critical step
towards
a sustainable
and
successful future.
During 2021, the Corporation adopted an ESG framework
to guide its corporate sustainability strategy and governance.
In 2025, the
Corporation
published
its
most
recent
First
Bancorp
Corporate
Sustainability
Report
for
2024
(the
“2024
Report”),
which
provides
7
disclosure
on
a
wide
range
of
ESG
topics,
including
governance;
business
ethics
and
compliance;
responsible
marketing
and
sales
practices; sustainable and
accessible finance; responsible
banking, including details
as to data
security and cyber
management; people
and culture; community impact; and environmental responsibility.
Sustainability Governance
The
Corporation’s
Board
of
Directors
and
executive
leadership
team
share
responsibilities
relating
to
oversight
of
its
corporate
sustainability
policies
and
practices.
In
February
2022,
the
Corporate
Governance
and
Nominating
Committee
of
the
Board
of
Directors
amended
its
charter
to
include
oversight
responsibility
of
sustainability
matters,
and
it
has
primary
oversight
of
ESG
policies,
practices
and
disclosures.
Nonetheless,
other
committees
of
the
Corporation’s
Board
of
Directors
also
play
a
role
in
ESG
oversight in matters related to risk and cybersecurity management, human
capital management, and credit risk management.
As
part
of
the
sustainability
governance
structure
set forth
in
FirstBanCorp.’s
Sustainability
Policy,
which
was
approved
by
the
Corporation’s Board of
Directors in 2022 and subsequently amended,
the responsibility of day-to-day management of
its sustainability
framework
and
strategy
has
been
delegated
to
a
management-level
Sustainability
Committee,
comprised
of
leaders
from
different
areas,
such
as
Human
Resources,
Enterprise
Risk
Management,
Strategic
Planning
and
Investor
Relations,
Legal
and
Corporate
Affairs,
Marketing,
Compliance,
Finance,
and
Corporate
Internal
Audit.
The
Sustainability
Committee
is
tasked
with
aligning
priorities
and
initiatives
for
the
year,
setting
and
monitoring
long-term
objectives,
and
leading
the
annual
reporting
process
on
sustainability-related
topics.
The
Sustainability
Committee
reports
to
the
Corporate
Governance
and
Nominating
Committee
of
the
Board of Directors.
HUMAN CAPITAL MANAGEMENT
First BanCorp.
strives to be
recognized as
a leading
and diversified financial
institution, offering
superior experience
to our clients
and employees. We
believe that the key to our success is caring about our team as much
as we care about our customers. Our goal is to
be an
employer of
choice
within our
primary operating
regions, which
we believe
is achieved
and sustained
by adding
value
to our
employees’
lives
and
providing
satisfying
and
evolving
work
experience.
The
core
of
our
employer
value
proposition,
“The
Experience of Being 1,” is our commitment to our employees’ well-being,
success, professional development, and work environment.
Employees
As of December 31,
2025, the Corporation and
its subsidiaries had 3,218
regular employees representing
a 3.4% increase in overall
headcount
from December
31, 2024.
The Corporation
had 2,854
employees in
the Puerto
Rico region,
206 employees
in the
Florida
region,
and
158
employees
in
the
Virgin
Islands
region.
As
of
December
31,
2025,
approximately
66%
of
the
total
employee
population and 58% of management positions were women.
Oversight
The Human
Resources Division,
led by
the Human
Resources Director
who reports
directly to
the Corporation’s
Chief Consumer
Officer
and
Corporate
Chief
of
Staff,
manages
all
elements
of
the
Corporation’s
human
capital
programs
and
strategies,
including
talent management, talent acquisition, engagement, learning and
development, compensation and benefits.
The
Human
Resources
Division’s
efforts
are
also
overseen
by
the
Corporation’s
Chief
Executive
Officer
(“CEO”)
and
the
executive management team
through regular work-related
interactions. Our leaders focus
on strengthening employee
management and
engagement
and
maximizing
collaboration
between
departments
and
talents
by
promoting
an
open-door
culture
that
stimulates
frequent communication
between employees and
management. This provides
more opportunities to
identify employees’
needs, obtain
feedback
about
their
work-life
experience,
and
act
upon
such
feedback
to
improve
employee
engagement.
In
addition,
the
Corporation’s
Board
of
Directors
and
its
Compensation
and
Benefits
Committee
monitor
and
are
regularly
updated
on
the
Corporation’s human capital management
strategies.
8
Talent
Management
First BanCorp. is an equal
opportunity employer which considers
qualified candidates for employment
to fill its open positions. We
focus
our
efforts
on attracting
and
retaining
the
best
talent for
the Corporation,
including
college
graduates,
and promoting
internal
mobility. The attraction
and selection process includes:
●
Posting vacancies internally and externally;
●
Building employer brand through digital presence, professional events and
job fairs, and university partnerships;
●
Collaboration with hiring managers to
ensure accurate role alignment to
accelerate the recruitment process and
attraction of top
candidates with the right fit for the role;
●
A robust management information system to enhance
recruitment effectiveness and provide
candidates with unique experience;
and
●
A robust
on-boarding process
to engage
and support
new employees’
induction process,
including assignment
of a
“FirstPal”
from day one to help with the organizational culture
transition and learning process.
We
believe
that financial
security
is critical
for
our employees.
Our goal
is to
maintain
compensation
levels that
are competitive
with the
market
and comparable
job categories
in similar
organizations.
Our salary
administration
program
is designed
to provide
a
compensation
structure
that
is
consistent
with
our
employees’
level
of
responsibilities
to
attract
the
best
talent
for
each
job
and
commensurately pay for performance.
In
addition
to
base
salaries,
certain
job
positions
are
eligible
to
participate
in
variable
pay
programs
designed
to
align
employee
performance
with
the
Corporation’s
strategic
and
financial
objectives.
The
Corporation
maintains
incentive
programs
for
revenue
generation
and
sales
functions
to
support
business
units.
These
programs
are
reviewed
annually
to
ensure
alignment
with
business
strategies, performance objectives,
and sound risk
management practices. The
Corporation’s Management
Award
Program recognizes
and
rewards outstanding
performance
for exempt
employees who
do not
participate in
other
variable pay
programs. In
addition,
the
Corporation maintains a long-term incentive
plan for top-performing leaders and
employees, as well as identified high-potential
talent,
to
promote
sustained
performance,
leadership
development,
and
long-term
retention.
These
programs
have
fostered
a
stable
and
experienced workforce, reflected in
an average tenure of 11
years as of December 31, 2025.
The Corporation’s
voluntary turnover rate
declined
to
9.59%
in
2025,
compared
to
10.91%
in
2024,
with
turnover
primarily
attributable
to
hourly
employees
in
call
centers,
collections
centers
and
branches.
Turnover
among
high
performers
improved,
decreasing
to
2.4%
in
2025
from
3.6%
for
2024,
underscoring the effectiveness of the Corporation’s
compensation, engagement, and retention strategies.
Talent Development
and Engagement
We
believe
that a
culture of
learning and
development
maximizes the
talent of
human
capital and
is the
foundation for
sustained
business success. Our commitment to employee engagement continues
throughout employees’ time with the Corporation.
Our
learning
and
development
program
strives
to
align
with
both
employees’
and
the
organization’s
needs,
offering
online,
in-
person,
and
virtual
training,
as
well
as
development
activities,
special
projects,
and
partial
tuition
reimbursement
to
complete
a
bachelor’s
or
master’s
degree
to
eligible
employees.
The
Learning
and
Development
priorities
cover
five
areas:
Fundamentals,
Governance and Compliance, Technical
and Specialized Development, Professional Development, and Leadership.
In
2025,
we
delivered
more
than
114,000
training
hours
across
more
than
1,800
courses
through
all
learning
modalities.
New
supervisors
completed
programs
focused
on
foundational
supervision,
leadership,
communication,
and
HR
policies,
while
the
leadership
curriculum continued
to strengthen
both technical
and people
-management
skills. The
Leadership
Development program,
which incorporates structured feedback from instructors and peers, has reached
63% of current leaders since its launch.
In
addition
to these
learning opportunities,
we
support professional
development
and
career
growth,
including
the internal
career
advancement,
performance
management
processes,
annual
talent
review,
and
robust
succession
planning.
We
also
encourage
employees to participate in community initiatives, volunteering over
2,800 hours supporting more than 35 organizations in 202
5.
9
Health & Wellness
First
BanCorp.
provides
comprehensive
health
and
wellness
benefits
designed
to
support
employees’
occupational,
physical,
emotional, and financial well-being.
Benefits include health, dental
and vision insurance offered
through multiple insurance providers,
enabling
employees
to
select
coverage
options
that
best
meet
their
individual
and
family
needs.
The
Corporation
also
offers
an
Employee
Assistance Program
to provide
holistic support
and
resources addressing
a broad
range of
employees’
needs. In
addition,
the Corporation
offers life
insurance and
disability plans,
as well
as a
defined
contribution retirement
plan in
which both
employees
and
the employer
contribute.
For
employees
in
the Puerto
Rico
region,
the
Corporation provides
an additional
true-up
contribution.
The Corporation
further supports employee
wellness through fitness
facilities at its
main offices,
instructor-led wellness sessions,
and
wellness tours that promote healthy lifestyle practices. The Corporation
subsidizes a substantial portion of the cost of these benefits.
Work-life
balance remains
a key
priority; therefore,
the Corporation
offers various
paid time-off
benefits, including
vacation, sick
leave,
maternity
and
paternity
leave,
bereavement
leave,
marriage
leave,
personal
days,
and
flexible
work
arrangements,
including
hybrid work arrangements.
The wellness program also includes on-site
occupational medical and nursing health
services, nutrition and
fitness initiatives, health
fairs, vaccination clinics preventive
healthcare activities and targeted
education focused on personal
financial
and
health
literacy.
To
enhance
quality
of
life
and
optimize
workplace
conditions,
the
wellness
program
provides
on-site
musculoskeletal
demonstrations,
tobacco-use prevention
education, discount
programs for
laboratory testing
and consumer
products,
and an emergency donation program to support employees
experiencing catastrophic events.
MARKET AREA AND COMPETITION
The
Corporation
operates
in
highly
competitive
markets
and
is
subject
to
significant
business,
economic
and
competitive
uncertainties
and contingencies.
In particular,
the banking
market
is highly
competitive in
Puerto Rico,
the main
geographic
service
area of
the Corporation.
As of December
31, 2025,
the Corporation
also had presence
in the state
of Florida
and in the
USVI and
the
BVI.
Puerto
Rico
banks
are
subject
to
the
same
federal
laws,
regulations
and
supervision
that
apply
to
similar
institutions
on
the
United States mainland.
Competitors include
other banks,
insurance companies,
mortgage banking
companies, small
loan companies,
automobile financing
companies,
leasing companies,
brokerage firms
with retail
operations,
credit unions
and certain
retailers that
operate in
Puerto Rico,
the
USVI,
the
BVI,
and
the
state
of
Florida,
as well
as
financial
technology
(“fintech”)
companies
and
emerging
competition
from
digital
platforms.
The
Corporation’s
businesses
compete
with
these
other
firms
with
respect
to
the
range
of
products
and
services
offered and the types of clients, customers and industries served.
See Part I, Item 1A, “Risk Factors” for further discussion of risks related to
competition.
SUPERVISION AND REGULATION
The
Corporation
and
FirstBank,
its
bank
subsidiary,
are
subject
to
comprehensive
federal
and
Puerto
Rican
supervision
and
regulation that
govern all aspects
of the Corporation’s
and the Bank’s
activities, including
commercial and
consumer lending, deposit
taking, management,
governance and
other activities.
As part
of this
regulatory framework,
the Corporation
and the
Bank are
subject
to extensive consumer financial protection laws, regulatory,
legal, and supervisory requirements, which continue to change in
response
to
new
legislative
or
regulatory
actions.
See
Part
I,
Item
1,
“Business–General”
above
for
additional
regulatory
oversight
and
supervision
of
FirstBank
Insurance
Agency.
Future
legislative
or
regulatory
developments
may
increase
the
oversight
of
the
Corporation and the Bank and could materially affect its business.
The
Corporation
is also
subject
to the
disclosure
and
regulatory
requirements
of the
Securities Act
of 1933,
as amended,
and
the
Securities
Exchange
Act
of
1934,
as amended,
both
as administered
by
the
SEC, as
well
as the
rules
applicable
to
companies
with
securities listed on the New York
Stock Exchange.
The following discussion summarizes
certain laws, regulations and policies
to which the Company is subject.
It does not address all
applicable laws, regulations
and policies that
affect the Company
currently or might
affect it in
the future. This
discussion is qualified
in its entirety by reference to the full texts of the laws, regulations and policies described.
10
Bank Holding Company Activities and Other Limitations
The Corporation
is registered
as a
bank holding
company under
the Bank
Holding Company
Act of
1956, as
amended (the
“Bank
Holding
Company
Act”),
and
is
subject
to
ongoing
supervision,
regulation,
and
examination
by
the
Federal
Reserve
Board.
In
this
capacity,
the
Corporation
is
required
to
file
periodic
and
annual
reports
as
well
as
other
information
regarding
its
own
business
operations and those of its subsidiaries.
The Bank Holding
Company Act also permits
a bank holding company
to elect to become
a financial holding
company and engage
in a
broader range
of financial
activities. As
a result,
the Corporation
has elected
to be
a financial
holding company
under the
Bank
Holding
Company
Act
and
may
engage,
directly
or
indirectly,
in
any
activity
that
is
determined
to
be
(i)
financial
in
nature,
(ii)
incidental to such
financial activity,
or (iii) complementary
to a financial activity
and does not pose
a substantial risk
to the safety and
soundness of
depository institutions
or the
financial system
generally.
The Bank
Holding Company
Act specifically
provides that
the
following
activities
have
been
determined
to
be
“financial
in
nature”:
(i)
lending,
trust
and
other
banking
activities;
(ii)
insurance
activities; (iii) financial or economic
advice or services; (iv) pooled investments;
(v) securities underwriting and dealing; (vi)
domestic
activities permitted for an existing
bank holding company; (vii) foreign activities
permitted for an existing bank holding
company; and
(viii) merchant banking activities.
The Corporation
and FirstBank
must be
“well-capitalized” and
“well-managed”
for regulatory
purposes, and
FirstBank must
earn
“satisfactory” or better ratings
on its periodic Community
Reinvestment Act (“CRA”) examinations
for the Corporation to preserve
its
financial holding
company status.
If these
standards are
not met,
the Federal
Reserve Board
may impose
limitations on
the financial
holding company’s activities until
compliance is restored.
Under
federal
law
and
Federal
Reserve
Board
policy,
a
bank
holding
company,
such
as the
Corporation,
is
expected
to
act
as
a
source
of strength
to its
banking
subsidiaries,
including
by providing
capital
and other
support
as necessary.
In the
event
of a
bank
holding company’s
bankruptcy,
any commitment made
by the bank
holding company to
a federal bank
regulatory agency
to maintain
capital
of
a
subsidiary
bank
will
be
assumed
by
the
bankruptcy
trustee
and
accorded
priority
for
payment.
In
addition,
any
capital
loans by
a bank
holding company
to any
of its
subsidiary banks
must be
subordinated in
right of
payment to
deposits and
to certain
other
indebtedness
of such
subsidiary bank.
As of
December
31,
2025,
and the
date hereof,
FirstBank was
and
is the
Corporation’s
sole banking subsidiary.
State-Chartered Non-Member Bank and Banking Laws and
Regulations
in General
FirstBank
is
subject
to
supervision,
regulation,
and
examination
by
the
OCIF,
the
CFPB
and
the
FDIC,
and
is
subject
to
comprehensive
federal
and
state
(including,
for
this
purpose,
the
Commonwealth
of
Puerto
Rico)
regulations
that
regulate,
among
other things,
the scope
of its
businesses, its
investments, its
reserves against
deposits, the
timing and
availability of
deposited funds,
and the nature and amount of collateral required for certain loans.
The
OCIF,
the
CFPB
and
the
FDIC
conduct
periodic
examinations
of
FirstBank
to
assess
its
financial
condition,
ensure
the
maintenance
of
safe
and
sound
banking
practices,
and
evaluate
compliance
with
applicable
statutory
and
regulatory
requirements.
Supervision by
the FDIC
is also
intended for
the protection
of the
Deposit Insurance
Fund (“DIF”)
and depositors.
These regulatory
authorities have discretion in connection with their
supervisory and enforcement activities and examination
policies, including policies
with respect
to the
classification of
assets and
the establishment
of adequate
loan loss
reserves for
regulatory purposes.
Enforcement
actions
include
civil
monetary
penalties,
cease-and-desist
or
removal
orders,
and
injunctive
actions
which
may
be
imposed
for
violations
of
laws
and
regulations,
or
for
unsafe
or
unsound
practices.
Other
actions
or
failure
to
act
may
provide
the
basis
for
enforcement action, including the filing of misleading or untimely reports
with regulatory authorities.
Regulatory Capital Requirements
The Corporation
and FirstBank are
each subject to
minimum regulatory
capital requirements imposed
by federal banking
agencies.
These
requirements
are
redesigned
to
align
U.S.
regulatory
capital
requirements
with
international
regulatory
capital
standards
adopted by the Basel Committee on Banking Supervision
(“Basel Committee”), in particular, the
international capital accord known as
“Basel
III.” Under
the
Basel
III
rules,
the
Corporation
must
maintain
certain
minimum
capital
ratios
to
be
considered
adequately
capitalized and to
avoid the regulatory limitations
described above. These
requirements include: (i) a
minimum common equity
Tier 1
Capital
(“CET1”)
ratio
of
4.5%,
plus
a
2.5%
capital
conservation
buffer;
(ii)
a
minimum
Tier
1
capital
ratio
of
6.0%,
plus
a
2.5%
capital conservation
buffer; (iii)
a minimum
Total
capital (Tier
1 plus
Tier
2) ratio
of 8.0%,
plus a
2.5% capital
conservation buffer;
and (iv) a required minimum leverage ratio (Tier
1 capital to average on-balance sheet non-risk adjusted assets) of 4%.
As part of
regulatory relief measures
implemented in
response to the
economic impact of
COVID-19, the
federal banking agencies
issued
an
interim
final
rule
on
March
31,
2020,
providing
the
option
to
temporarily
delay
the
regulatory
capital
effects
of
current
expected credit
losses (“CECL”). This
transition framework provided
for a total
five-year phase-in period,
which ended on
January 1,
2025.
The
Corporation
and
the
Bank
elected
to
utilize
this
transition
option
and,
as
of
January
1,
2025,
have
fully
recognized
the
impact of CECL in their regulatory capital ratios.
11
The following table presents
the Corporation’s
and FirstBank’s
regulatory capital ratios as
of December 31, 2025,
based on Federal
Reserve and FDIC guidelines:
Banking Subsidiary
First BanCorp.
FirstBank
Well-Capitalized
Minimum
As of December 31, 2025
Total capital to risk-weighted
assets
18.01%
17.61%
10.00%
CET1 Capital to risk-weighted assets
16.76%
15.60%
6.50%
Tier 1 capital to risk-weighted assets
16.76%
16.35%
8.00%
Leverage ratio
(1)
11.58%
11.30%
5.00%
_______________
(1) Tier 1 capital to average assets.
Stress-Testing
and Capital Planning Requirements
Federal
regulations
currently
do
not
impose
formal
stress-testing
requirements
on
banking
organizations
with
total
assets
of
less
than $100
billion, such
as the
Corporation
and FirstBank.
Instead, the
capital planning
and risk
management practices
of such
banks
are reviewed through
the regular supervisory
process. Notwithstanding,
the Corporation monitors
its capital consistent
with the safety
and
soundness
expectations
of
the
federal
regulators
and
continues
to
perform
internal
stress
testing
as
part
of
its
annual
capital
planning process.
Dividend Restrictions
The Federal
Reserve Board
generally restricts
bank holding
companies from
paying cash
dividends unless
its net
income available
to
common
shareholders
for
the
past
four
quarters,
net
of dividends
previously
paid
during
that
period,
has
been
sufficient
to
fully
fund the
dividends and
the prospective
rate of
earnings retention
appears to
be consistent
with the
organization’s
capital needs,
asset
quality,
and overall current and prospective
financial condition. Under the
Federal Reserve Board’s
regulatory capital rule (Regulation
Q), a bank holding
company must maintain a capital
conservation buffer of
CET1 capital in an amount
greater than 2.5% of total
risk-
weighted
assets to
avoid
limits
on
capital
distributions.
The
Corporation
is also
subject
to
certain
restrictions
generally
imposed
on
Puerto Rico corporations
with respect to
the declaration
and payment of
dividends (i.e.,
that dividends may
be paid out
only from
the
Corporation’s
capital
surplus
or,
in
the
absence
of
such
excess,
from
the
Corporation’s
net
earnings
for
such
fiscal
year
and/or
the
preceding fiscal year).
The principal
source of
funds for
the Corporation,
as a
parent holding
company,
is dividends
declared and
paid by
its subsidiary,
FirstBank. The
ability of
FirstBank to
declare and
pay dividends
on its
capital stock
is regulated
by the
Puerto Rico
Banking Law
of
1933,
as
amended
(the
“Puerto
Rico
Banking
Law”),
the
Federal
Deposit
Insurance
Act
(the
“FDIA”),
and
FDIC
regulations.
In
general
terms,
the
Puerto
Rico
Banking
Law
provides
that when
the
expenditures
of
a bank
are greater
than
receipts,
the
excess
of
expenditures over
receipts shall
be charged
against undistributed
profits of
the bank
and the
balance, if
any,
shall be
charged against
the required
reserve fund
of the
bank. If
the reserve
fund is
not sufficient
to cover
such balance
in whole
or in
part, the
outstanding
amount
must be
charged
against the
bank’s
capital account.
The Puerto
Rico Banking
Law provides
that, until
said capital
has been
restored to its original
amount and the reserve
fund to 20% of
the original capital, the
bank may not declare
any dividends. In general,
regulations
of
the
FDIA
and
the
FDIC
restrict
the
payment
of
dividends
when
a
bank
is
undercapitalized
(as
discussed
in
Prompt
Corrective
Action
below),
when
a
bank
has
failed
to
pay
insurance
assessments,
or
when
there
are
safety
and
soundness
concerns
regarding such bank.
Refer
to
Part
II,
Item
5,
“Market
for
Registrant’s
Common
Equity,
Related
Stockholder
Matters
and
Issuer
Purchases
of
Equity
Securities” of this Form 10-K for further information on the Corporation’s
distribution of dividends and repurchases of common stock.
Consumer Financial Protection Bureau (“CFPB”)
The
CFPB has
primary
examination
and enforcement
authority
over FirstBank
and other
banks
with assets
exceeding
$10 billion
with respect to consumer financial products and services.
The CFPB supervises “covered
persons” (broadly defined
to include any person
offering or providing
a consumer financial product
or
service
and
any
affiliated
service
provider)
for
compliance
with
federal
consumer
financial
laws,
including
the
Equal
Credit
Opportunity Act,
the Truth
in Lending
Act (“TILA”)
and the
Real Estate
Settlement Procedures
Act (“RESPA”).
The CFPB
also has
authority
to prescribe
rules applicable
to covered
persons and
service providers
in connection
with consumer
financial products
and
services.
12
Among
other
actions,
the
CFPB
has
issued
mortgage
servicing
regulations
applicable
to
the
Bank,
addressing
consumer
notices
regarding
delinquency,
foreclosure
alternatives,
modification
applications,
interest rate
adjustments
and
options
for avoiding
“force-
placed”
insurance,
as
well
integrated
disclosure
requirements
under
TILA
and
RESPA
applicable
to
mortgage
loan
origination
and
closing.
During
2025,
the
CFPB
finalized
and
advanced
several
significant
regulatory
initiatives
affecting
large
depository
institutions,
including
a
final
rule
substantially
restricting
overdraft
fees
for
institutions
with
more
than
$10
billion
in
assets
and
increased
supervisory focus
on mortgage servicing,
credit reporting
accuracy,
and fee practices
that may cause
tangible human
harm. However,
in May
2025, Congress
nullified the
CFPB’s
overdraft fee
rule pursuant
to the
Congressional Review
Act, and
the rule
will not
take
effect. As a result,
the CFPB is prohibited
from issuing substantially similar overdraft
fee rule absent new statutory
authorization from
Congress.
In
addition,
the
CFPB
finalized
its
Personal
Financial
Data
Rights
(Open
Banking)
rule
in
October
2024;
however,
implementation of that
rule has been stayed
by a federal court
and the CFPB initiated
a new rulemaking
process in 2025 to
reconsider
and potentially revise the framework, creating continued uncertainty
regarding compliance timelines.
Since
early
2025,
the
CFPB
has
significantly
reduced
its
enforcement,
supervision,
and
rulemaking
activities,
consistent
with
broader deregulatory
priorities of the
Trump administration.
These developments have
included the withdrawal
or recission of
certain
guidance,
dismissal
of
enforcement
actions,
reduced
examination
activity,
and
proposals
to
substantially
downsize
the
agency
and
limit its funding. While statutory
authority remains unchanged, the scope,
pace, and intensity of CFPB supervision
and regulation may
continue to evolve, and the ultimate impact on covered institutions remains
uncertain.
The Volcker
Rule
Section
13
of
the
Bank
Holding
Company
Act,
commonly
known
as
the
Volcker
Rule,
generally
prohibits
a
banking
entity,
including the
Corporation and the
Bank, from engaging
in short-term proprietary
trading of certain
securities, derivatives,
commodity
futures,
and
options
on
these
instruments
for
its
own
account.
The
Volcker
Rule
also
restricts
banking
entities
from
acquiring
or
retaining any ownership in, or acting as sponsor to, a hedge fund
or private equity fund (“covered fund”).
The Corporation and
the Bank are not engaged
in “proprietary trading” as
defined in the Volcker
Rule. In addition, the
Corporation
has reviewed its investments and concluded that they are not considered
covered funds under the Volcker
Rule.
Community Reinvestment Act
The
CRA
encourages
banks
to
help
meet
the
credit
needs
of
communities
they
serve,
including
low-
and
moderate-income
individuals,
consistent with
the safe
and sound
operation of
the bank.
The CRA
requires the
federal supervisory
agencies, as
part of
the
general
examination
of
supervised
banks,
to
assess
a
bank’s
record
of
meeting
the
credit
needs
of
its
community,
assign
a
performance
rating,
and
consider
the
rating
when
reviewing
certain
applications
such
as
mergers,
branch
establishment,
and
other
activities. A
rating of
less than
“satisfactory” could
result in
the denial
of such
applications. The
CRA also requires
all institutions
to
make
public
disclosure
of
their
CRA
ratings.
FirstBank
received
a
“satisfactory”
CRA
rating
in
its most
recent
examination
by
the
FDIC.
In
October
2023,
the
U.S.
federal
banking
regulatory
agencies
issued
a
final
rule
to
strengthen
and
modernize
their
regulations
implementing the CRA,
originally scheduled
to take effect
on April 1,
2024, with most
of its provisions
applicable beginning
January
1,
2026
and
data
reporting
required
in
2027.
However,
several
banking
industry
groups
filed
a
lawsuit
challenging
the
rule,
and
in
March
2024
a
federal
judge
granted
an
injunction
delaying
its
effective
date.
In
July
2025,
the
FDIC,
Federal
Reserve
Board,
and
OCC announced
their intent
to rescind
the 2023
CRA final
rule and
revert to
the 1995
CRA regulations.
As a
result, banks
currently
remain
subject
to
the
1995
CRA
framework,
and
the
enhanced
requirements
contemplated
by
the
2023
CRA
final
rule
are
not
in
effect.
USA PATRIOT
Act and Other Anti-Money Laundering Requirements
As
a
regulated
depository
institution,
FirstBank
is
subject
to
the
Bank
Secrecy
Act,
which
requires
financial
institutions
to
file
suspicious
activity and
currency transaction
reports that
are designed
to assist
in the
detection
and
prevention of
money laundering,
terrorist financing and other criminal activities. In addition,
under Title III of the USA PATRIOT
Act of 2001, all financial institutions
are
required
to
identify
their
customers,
adopt
formal
and
comprehensive
anti-money
laundering
programs,
scrutinize
or
prohibit
certain transactions
of special
concern, and
be prepared
to respond
to inquiries
from U.S.
law enforcement
agencies concerning
their
customers and their transactions.
In
January
2021,
major
legislative
amendments
to
U.S.
anti-money
laundering
requirements
became
effective
through
the
enactment
of
Division
F
of
the
National
Defense
Authorization
Act
for
fiscal
year
2021,
otherwise
known
as
the
Anti-Money
Laundering
Act
of
2020
(the
“AML
Act”).
The
AML
Act
significantly
modernized
the
U.S.
AML
and
counter-terrorist
financing
framework, including the creation of a national database of
corporate beneficial ownership along with significantly
enhanced reporting
13
requirements,
increased
penalties
for
Bank
Secrecy
Act
violations,
clarification
of
Suspicious
Activity
Report
filing
and
sharing
requirements,
and
provisions
addressing
the
adverse
consequences
of
“de-risking,”
namely,
the
practice
of
financial
institutions’
termination or
limitation of
business relationships
with clients
or classes
of clients
in order
to manage
the risks
associated with
such
clients.
Regulations implementing the Bank Secrecy Act and the
USA PATRIOT
Act are published and primarily enforced
by the Financial
Crimes Enforcement Network (“FinCEN”),
a bureau of the U.S.
Treasury.
Failure of a financial institution,
such as the Corporation
or
the
Bank,
to
comply
with
the
requirements
of
the
Bank
Secrecy
Act
or
the
USA
PATRIOT
Act
could
have
serious
legal
and
reputational
consequences
for
the
institution,
including
the
possibility
of
regulatory
enforcement
or
other
legal
actions,
such
as
significant
civil
monetary
penalties.
The
Corporation
is
also
required
to
comply
with
federal
economic
and
trade
sanctions
requirements enforced by the Office of Foreign Assets Control
(“OFAC”), a bureau
of the U.S. Treasury.
The Corporation believes
it has adopted appropriate
policies, procedures and controls
to address compliance with
the Bank Secrecy
Act, USA
PATRIOT
Act and
economic/trade
sanctions requirements,
and to
implement banking
agency,
FinCEN, OFAC
and
other
U.S. Treasury regulations.
Financial Privacy and Cybersecurity
The
Gramm-Leach-Bliley
Act
limits
the
ability
of
financial
institutions
to
disclose
non-public
consumer
information
to
non-
affiliated
third parties,
requires disclosure
of privacy
policies to
consumers and,
in some
circumstances,
allow consumers
to prevent
disclosure of certain personal information to a non-affiliated
third party.
The
federal
banking
regulators
regularly
issue
guidance
to
strengthen
cybersecurity
risk
management
standards.
Financial
institutions are expected to maintain multiple lines of
defense and robust risk management processes to
address potential cyber threats.
Management
must
ensure
effective
procedures
to
respond
to
and
recover
operations
after
a
cyber-attack
and
establish
processes
to
restore
data and
business functions
if a
critical service
provider is
impacted. Our
Corporate Information
Security
Program
(“CISP”)
reflects these
requirements
and
outlines
our
overall vision,
direction,
and governance
efforts to
protect
the confidentiality,
integrity,
and availability of customer information and prevent access by unauthorized
personnel.
In July
2023, the
SEC adopted
rules requiring
registrants to
disclose material
cybersecurity incidents
and provide
annual reporting
regarding cybersecurity
risk management,
strategy,
and governance.
Registrants must
report cybersecurity
material incidents
on Item
1.05 of Form
8-K within four
business days of
determining materiality,
describing the
incident’s
nature, scope,
and timing, as
well as
its material impact or reasonably likely material impact on the registrant.
The rule also added Regulation S-K Item 106, which requires
disclosure
of the
registrant’s
processes,
if any,
for assessing,
identifying, and
managing material
risks from
cybersecurity
threats, as
well
as
the
material
effects
or
reasonably
likely
material
effects
of
risks
from
cybersecurity
threats
and
previous
cybersecurity
incidents on Item
1C. Cybersecurity to
this Form 10-K.
Item 106 also
requires registrants to
describe the board
of directors’ oversight
of risks
from cybersecurity
threats and
management’s
role and
expertise in
assessing and
managing material
risks from
such threats.
These disclosures are included in Part I, Item 1C. “Cybersecurity”
to this Form 10-K.
Limitations on Transactions with Affiliates
and Insiders
Certain
transactions
between
FDIC-insured
depository
financial
institutions,
such
as
FirstBank,
and
its affiliates
are
governed
by
Sections 23A
and 23B of
the Federal Reserve
Act and Regulation
W of the
Federal Reserve.
An affiliate
of a bank
is, in general,
any
corporation
or entity
that controls,
is controlled
by,
or is
under
common
control with
the bank,
including
the bank’s
parent
holding
company and any companies that are controlled by such holding company.
Generally,
Sections 23A and 23B of
the Federal Reserve Act (i)
limit the extent to which
the bank or its subsidiaries
may engage in
“covered
transactions”
with
any
one
affiliate
to
an
amount
equal
to
10%
of
such
bank’s
capital
stock
and
surplus,
and
contain
an
aggregate limit
on all
such transactions
with all
affiliates to
an amount
equal to 20%
of such
bank’s
capital stock and
surplus and
(ii)
require
that all
“covered transactions”
be on
terms that
are substantially
the same,
or at
least as
favorable
to the
bank or
affiliate,
as
those
provided
to
a
non-affiliate.
The
term
“covered
transaction”
includes
the
making
of
loans,
purchase
of
assets,
issuance
of
a
guarantee, credit
derivatives, securities
lending and
other similar
transactions entailing
the provision
of financial
support by
the bank
to an affiliate. In
addition, loans or other extensions
of credit by the bank
to the affiliate are required
to be collateralized in accordance
with the requirements set forth in Section 23A of the Federal Reserve Act.
In
addition,
Sections
22(h)
and
(g)
of
the
Federal
Reserve
Act,
implemented
through
Regulation
O,
place
restrictions
on
commercial bank loans to executive
officers, directors, and principal stockholders
of the bank and its affiliates.
Under Section 22(h) of
the Federal Reserve
Act, bank loans to
a director, an
executive officer,
a greater than 10%
stockholder of the
bank, and certain related
interests of these persons,
may not exceed, together
with all other outstanding
loans to such persons
and affiliated interests,
the bank’s
limit on loans
to one borrower,
which is generally
equal to 15%
of the bank’s
unimpaired capital and
surplus in the
case of loans
that
are not fully secured,
and an additional 10% of
the bank's unimpaired capital
and unimpaired surplus in
the case of loans that
are fully
14
secured by
readily marketable
collateral having
a market
value at
least equal
to the
amount of
the loan.
Section 22(h)
of the
Federal
Reserve Act also requires
that loans to directors,
executive officers, and
principal stockholders be made
on terms that are substantially
the same
as offered
in comparable
transactions to
other persons
and also
requires prior
board approval
for certain
loans. In
addition,
the
aggregate
amount
of
extensions
of
credit
by
a
bank
to
insiders
cannot
exceed
the
bank’s
unimpaired
capital
and
surplus.
Furthermore, Section 22(g) of the Federal Reserve Act places additional
restrictions on loans to executive officers.
Executive Compensation
The federal
banking agencies
have adopted
interagency guidance
on incentive-based
compensation arrangements
applicable to
all
banking
organizations
regardless
of
asset
size.
This
guidance
establishes
a
principles-based
framework
designed
to
ensure
that
incentive-based
compensation
arrangements
appropriately
tie
rewards
to
longer-term
performance
and
do
not
undermine
the
safety
and soundness of banking
organizations or create undue
risks to the financial system.
The framework emphasizes
balanced risk-taking
incentives, compatibility
with effective
controls and risk
management, and
strong corporate governance,
and provides for
supervisory
or enforcement action where material deficiencies threaten an institution’s
safety and soundness.
In May
2016, the
federal financial
regulators re-proposed
regulations under
Section 956
of the
Dodd-Frank Act
(first proposed
in
2011)
governing
incentive-based
compensation
practices
at
covered
banking
institutions,
which
would
include,
among
others,
all
banking
organizations
with
assets
of
$1
billion
or
greater.
Portions
of
these
proposed
rules
would
apply
to
the
Corporation
and
FirstBank. Those
applicable provisions
would generally (i)
prohibit types
and features of
incentive-based compensation
arrangements
that encourage inappropriate
risk because they
are “excessive” or
“could lead to
material financial loss”
at the banking
institution; (ii)
require
incentive-based
compensation
arrangements
to
adhere
to
three
basic
principles:
(1)
a
balance
between
risk
and
reward;
(2)
effective
risk management
and controls;
and (3)
effective governance;
and (iii)
require appropriate
board of
directors (or
committee)
oversight and recordkeeping and disclosures to the banking
institution’s primary regulatory agency.
As of December 31, 2025, the rule
has
not
been
finalized.
Although
several
federal
banking
agencies
re-proposed
the
rule
in
2024,
the
absence
of
joint
action
by
all
required regulators continues to delay adoption, and the timing and substance
of any final rule remain uncertain.
In August 2022,
the SEC introduced
new pay-versus-performance
disclosure rules, which
took effect
in October 2022,
requiring to
clearly disclose
the relationship
between executive
compensation and
the company’s
financial performance.
Additionally,
in October
2022,
the
SEC
finalized
a
rule
that
directs
stock
exchanges
to
require
listed
companies
to
implement
clawback
policies
to
recover
incentive-based
compensation
from
current
or
former
executive
officers
in
the
event
of
certain
financial
restatements,
and
requires
companies
to, among
other
things,
file
their
clawback
policies as
Exhibit
97 of
Form 10-K.
Our
Compensation
Clawback
Policy
is
compliant with NYSE’s listing standards
pursuant to this rule.
Prompt Corrective Action
The
“prompt
corrective
action”
provisions
of
the
FDIA
require
the
federal
bank
regulatory
agencies
to
take
prompt
corrective
action
against
any
insured
depository
institution
that
is
undercapitalized.
The
FDIA
establishes
five
capital
categories:
well-
capitalized,
adequately
capitalized,
undercapitalized,
significantly
undercapitalized,
and
critically
undercapitalized.
Well-capitalized
insured depository institutions significantly exceed the required minimum
level for each relevant capital measure.
A bank’s
capital category
may not
constitute
an accurate
representation
of the
overall financial
condition
or prospects
of a
bank,
such
as
the
Bank,
and
should
be
considered
in
conjunction
with
other
available
information
regarding
the
financial
condition
and
results of operations of such bank.
Deposit Insurance
FirstBank
is
subject
to
FDIC
deposit
insurance
assessments,
which
increased
for
all
banks,
including
FirstBank,
following
the
increase
in
deposit
insurance
coverage
to
up
to
$250,000
per
customer
and
the
FDIC’s
expanded
authority
to
increase
insurance
premiums implemented
by the
Dodd-Frank Act.
The FDIA
further requires
that the
designated reserve
ratio for
the DIF
for any
year
not be less than 1.35% of estimated
insured deposits or the comparable percentage
of the new deposit assessment base. In addition,
the
FDIC was
required to
take the
necessary actions
for the
reserve ratio
to reach
1.35% of
estimated insured
deposits by
September 30,
2020. The FDIC managed
to reach the goal early,
achieving a reserve ratio of
1.36% in September 2018. However,
in the third quarter
of 2020,
the FDIC
announced
that the
reserve
ratio of
the DIF
fell nine
basis points
between
the first
and
second
quarters of
2020,
from 1.39% to 1.30%.
The decline was attributed to
an unprecedented surge
in deposits. The FDIC approved
a plan that is expected
to
restore
the
DIF
to
at
least
1.35%
within
eight
years,
as
required
by
the
FDIA.
Under
the
plan,
the
FDIC
will
maintain
the
current
schedules
of assessment
rates
for
all banks;
monitor
deposit balance
trends,
potential losses
and
other
factors
that affect
the reserve
ratio; and
provide updates
to its
loss and
income projections
at least
twice a
year.
The FDIC
has also
adopted a
final rule
raising its
industry
target ratio
of reserves
to insured
deposits to
2%, 65
basis points
above the
statutory minimum,
but the
FDIC has
indicated
that it does not project that goal to be met for several years.
15
In
October
2022,
the
FDIC
adopted
a
final
rule,
applicable
to
all
insured
depository
institutions,
to
increase
initial
base
deposit
insurance assessment rate schedules
uniformly by 2 basis points,
beginning in the first quarterly
assessment period of 2023.
The FDIC
designated a
long-term reserve
ratio for
the DIF
of 2%
and has
continued to
maintain that
designation through
2026. The
increase in
assessment rate schedules
was intended to
increase the likelihood
that the reserve ratio
of the DIF would
reach the statutory
minimum
of 1.35% by
the statutory deadline
of September 30,
2028. As of 2025,
the FDIC has reported
that the DIF reserve
ratio has exceeded
the
statutory
minimum
and
remains
below
the
2%
designated
reserve
ratio.
Accordingly,
the
increased
assessment
rate
schedules
remain in effect. Progressively lower assessment rate schedules
will take effect if the reserve ratio reaches 2% and again at 2.5%.
In November
2023, the FDIC
issued a final
rule imposing
a special assessment
to recover
estimated losses incurred
by the Deposit
Insurance
Fund
(“DIF”)
resulting
from
the
closures
of
Silicon
Valley
Bank
and
Signature
Bank.
The
assessment
is
being
collected
quarterly
from
certain
insured depository
institutions,
including
the Bank,
beginning
with the
quarter
ending
June 30,
2024.
During
2024, the
Corporation recorded an
additional loss related
to the FDIC
special assessment
to reflect
updated estimates of
its obligation
based
on information
available at
that time,
including
the impact
of the
then-established extended
assessment period
provisions.
On
December
16,
2025, the
FDIC issued
an interim
final rule
amending
the collection
terms of
the special
assessment,
which
included
reducing
the
collection
rate
in
the
eighth
collection
quarter
from
3.36
basis
points
to
2.97
basis
points,
removing
the
previously
established
extended
assessment
period
provisions
and
providing
offsets
to
regular
quarterly
deposit
insurance
assessments
if
aggregate
collections
exceed
actual
losses.
As
of
December
31,
2025,
the
Corporation’s
total
estimated
FDIC
special
assessment
amounted to $6.3 million,
of which $5.5 million has been
paid. The Corporation continues to
monitor the FDIC’s
estimated loss to the
DIF, which
could affect the amount of its accrued liability.
FDIC Insolvency Authority
Under
Puerto
Rico banking
laws, the
OCIF may
appoint
the FDIC
as conservator
or receiver
of a
failed or
failing
FDIC-insured
Puerto Rican bank,
and the FDIA authorizes
the FDIC to accept
such an appointment or
to appoint itself as
conservator or receiver.
In
an insolvency
scenario or
the occurrence
of other
events, the
FDIC has
broad authority
to transfer
or liquidate
the bank’s
assets and
liabilities, pay
out insured
depositors, as
well as
uninsured depositors
and other
creditors to
the extent
of the
closed bank’s
available
assets, administer
the receivership
estate, pay
out estate
claims, and
repudiate or
disaffirm
certain types
of contracts.
In the
event of
any liquidation
or resolution
of an insured
depository institution,
including the
Bank, depositors’ claims
(including those
of the FDIC
as
subrogee
of
insured
depositors)
and
certain
administrative
expenses
have
priority
over
other
general
unsecured
creditors.
Accordingly, if the
Bank were to fail, insured and uninsured depositors, along
with the FDIC, would have priority in payment ahead of
unsecured, non-deposit
creditors, including
the Corporation,
with respect
to any
extensions of
credit they
have made
to such
insured
depository institution.
Activities and Investments
The
principal
activities
of
FDIC-insured,
state-chartered
banks,
such
as
FirstBank,
are
generally
limited
to
those
that
are
permissible for national
banks. Similarly,
under regulations dealing
with equity investments, an
insured state-chartered bank generally
may not directly
or indirectly acquire
or retain any equity
investments of a
type, or in an
amount, that is not
permissible for a national
bank.
Federal Home Loan Bank System
FirstBank is
a member
of the
FHLB system,
a network
of eleven
regional FHLBs
governed and
regulated by
the Federal
Housing
Finance Agency that serve as reserve or credit facilities for member
institutions within their assigned regions.
As a member
of FHLB of
New York,
FirstBank is required
to hold shares
of capital stock
in the FHLB
of New York
in an amount
calculated in
accordance with the
requirements set forth
in applicable laws
and regulations.
FirstBank is in
compliance with
the stock
ownership
requirements
of
the
FHLB
of
New
York.
All
loans,
advances
and
other
extensions
of
credit
made
by
the
FHLB
to
FirstBank
are
secured
by
a
portion
of
FirstBank’s
mortgage
loan
or
securities
portfolios,
certain
other
investments
and
the
capital
stock of the FHLB held by FirstBank.
The board
of directors
of each
FHLB may
increase minimum
investment requirements
to meet
regulatory capital
needs, subject
to
the Federal Housing
Finance Agency approval
in certain cases. Because
the extent of
any obligation to
increase our investment in
any
of the
FHLBs depends
entirely upon
the occurrence
of a
future event,
the amount
of any
future investment
in the
capital stock
of the
FHLBs is not determinable.
Ownership and Control
Because
of
FirstBank’s
status
as
an
FDIC-insured
bank,
as
defined
in
the
Bank
Holding
Company
Act,
the
Corporation,
as
the
owner of
FirstBank’s
common stock,
is subject to
certain restrictions and
disclosure obligations
under various federal
laws, including
the
Bank
Holding
Company
Act
and
the
Change
in
Bank
Control
Act
(the
“CBCA”).
Regulations
adopted
pursuant
to
the
Bank
16
Holding Company Act and
the CBCA generally require prior
Federal Reserve Board or other
federal banking agency approval or
non-
objection for an acquisition
of control of an
“insured institution” (as defined
in the Act) or holding
company thereof by any person
(or
persons acting in
concert). Control is
deemed to exist
if, among other
things, a person (or
group of persons
acting in concert)
acquires
25% or more
of any class of
voting stock of
an insured institution
or holding company
thereof. Under the CBCA,
control is presumed
to exist
subject to
rebuttal if
a person
(or group
of persons
acting in
concert) acquires
10% or
more of
any class
of voting
stock and
either (i)
the corporation
has registered securities
under Section
12 of
the Exchange Act,
or (ii) no
person (or
group of persons
acting
in
concert)
will own,
control
or
hold
the
power
to
vote
a
greater
percentage
of that
class of
voting
securities
immediately
after
the
transaction.
The
concept
of
acting
in
concert
is
broad
and
subject
to
certain
rebuttable
presumptions,
including,
among
others,
that
relatives, business
partners, management
officials, affiliates
and others
are presumed
to be acting
in concert
with each other
and their
businesses. The regulations of the FDIC implementing the
CBCA are generally similar to those described above.
The Puerto
Rico Banking
Law requires
the approval
of the
OCIF for
changes in
control of
a Puerto
Rico bank.
See “Puerto
Rico
Banking Law” below for further detail.
Standards for Safety and Soundness
The
FDIA
requires
the
FDIC
and
other
federal
bank
regulatory
agencies
to
prescribe
standards
of
safety
and
soundness.
Bank
regulators
have
various
remedies
available
if
they
determine
that
the
financial
condition,
capital
resources,
asset
quality,
earnings
prospects, management,
liquidity,
or other
aspects of
a banking
organization’s
operations are
unsatisfactory.
The regulators
may also
take action
if they
determine that
the banking
organization or
its management
is violating
or has
violated any
law or
regulation. The
regulators
have
the
power
to,
among
other
things,
prohibit
unsafe
or
unsound
practices,
require
affirmative
actions
to
correct
any
violation
or
practice,
issue
administrative
orders
that
can
be
judicially
enforced,
direct
increases
in
capital,
direct
the
sale
of
subsidiaries
or
other
assets,
limit
dividends
and
distributions,
restrict
growth,
assess
civil
monetary
penalties,
remove
officers
and
directors, and terminate deposit insurance.
Engaging in
unsafe or
unsound practices
or failing
to comply
with applicable
laws, regulations,
and supervisory
agreements could
subject
the
Corporation,
its
subsidiaries,
and
their
respective
officers,
directors,
and
institution-affiliated
parties
to
the
remedies
described
above,
and
other
sanctions.
In
addition,
the
FDIC may
terminate
a
bank’s
deposit
insurance
upon
finding
that
the
bank’s
financial condition is unsafe or
unsound or that the bank has engaged
in unsafe or unsound practices or has
violated an applicable rule,
regulation, order, or condition enacted
or imposed by the bank’s regulatory
agency.
Regulatory Framework for Leveraged Lending Activities
In December
2025, the
OCC and
the FDIC
rescinded the
Interagency Guidance
on Leveraged
Lending (“2013
Guidance”) and
its
2014
FAQs,
citing
that
the
framework
was
overly
restrictive,
extended
beyond
its
intended
scope,
and
contributed
to
a
shift
of
leveraged
lending
to
nonbank
lenders.
In
addition,
the
2013
Guidance
had
not
been
submitted
to
Congress
as
required
under
the
Congressional
Review
Act.
Following
the
rescission,
banks
are
expected
to
manage
leveraged
lending
activities
under
general
principles for safe
and sound lending,
consistent with broader
commercial credit risk
management standards.
Institutions are expected
to maintain
a defined
risk appetite,
apply a
consistent internal
definition of
leveraged loans,
adhere to
sound underwriting
standards,
monitor
borrower
performance
and
refinancing
risk,
and
conduct
independent
credit
assessments
for
participations.
Examiners
will
continue
to
assess
underwriting,
risk
ratings,
and
reserves
based
on
the
size
and
risk
profile
of
each
bank’s
leveraged
lending
activities. The rescission does not result in immediate changes to Call Report requirements.
Brokered Deposits
FDIC regulations
adopted
under
the FDIA
govern
the receipt
of brokered
deposits by
banks. Well
-capitalized
institutions are
not
subject
to
limitations
on
brokered
deposits,
while
adequately
capitalized
institutions
are
able
to
accept,
renew
or
rollover
brokered
deposits only
with a
waiver from
the FDIC
and subject
to certain
restrictions on
the interest
paid on
such deposits.
Undercapitalized
institutions
are
not
permitted
to
accept
brokered
deposits.
In
October
2020,
the
FDIC
adopted
revisions
to
its
brokered
deposit
regulations that became
effective on April
1, 2021, with
full compliance extended
to January 1,
2022. For brokered
deposits, the final
rule established
a new framework
for analyzing
certain parts of
the “deposit
broker” definition,
including a new
interpretation for
the
“primary purpose” exception and
the business relationships that meet the
exception. Pursuant to this revision, during
the fourth quarter
of 2021, certain non-maturity deposits previously reported as brokered
deposits were recharacterized as non-brokered deposits.
Puerto Rico Banking Law
As
a
commercial
bank
organized
under
the
laws
of
the
Commonwealth
of
Puerto
Rico,
FirstBank
is
subject
to
supervision,
examination and regulation by the
commissioner of OCIF (the “Commissioner”)
pursuant to the Puerto Rico
Banking Law of 1933, as
amended (the “Banking Law”), which governs its corporate
structure, powers, capital and investment requirements,
lending limits, and
the authority of the Commissioner.
17
The Banking Law requires
every bank to maintain
a legal reserve, which shall
not be less than
20% of its demand
liabilities, except
government deposits (federal,
state and municipal) that
are secured by actual
collateral. The reserve is required
to be composed of
any
of the permitted
securities, or a
combination thereof,
including cash, immediately
collectible items,
and other assets
authorized by the
Commissioner.
Section 17 of the Banking Law,
as amended by Section 8.2 of Regulation No. 9680, permits Puerto
Rico commercial banks to make
loans to
any one
person, firm,
partnership or
corporation in
an aggregate
amount of
up to
15% of
the sum
of: (i) the
bank’s
paid-in
capital;
(ii) the
bank’s
reserve
fund;
(iii) 100%
of
the
bank’s
retained
earnings,
subject
to
certain
limitations;
and
(iv) any
other
components
that
the
Commissioner
may
determine
from
time to
time.
If such
loans
are secured
by collateral
worth
at least
25%
in
excess of the
loan amount,
the aggregate
maximum amount may
reach 33.33%
of the sum
of the bank’s
paid-in capital,
reserve fund,
100%
of retained earnings,
subject to certain
limitations, and such
other components that
the Commissioner may
determine from time
to time. There
are no restrictions
under the Banking
Law on the
amount of loans
that may be
wholly secured by
bonds, securities and
other evidences
of indebtedness of
the government
of the United
States, or of
the Commonwealth
of Puerto
Rico, or by
bonds, not
in
default, of municipalities or instrumentalities of the Commonwealth of
Puerto Rico.
The Banking Law
requires that Puerto
Rico commercial banks prepare
each year a balance
summary of their
operations and submit
such balance
summary
for approval
at a
regular meeting
of stockholders,
together with
an explanatory
report thereon.
The Banking
Law also requires
that at least
10% of the
yearly net income
of a Puerto
Rico commercial bank
be credited annually
to a reserve
fund
until such reserve fund is in an amount equal to the total paid-in-capital
of the bank.
The
Banking Law
also provides
that when
a Puerto
Rico commercial
bank’s
expenditures
exceed its
receipts,
the excess
must be
charged
first
to
undistributed
profits
of
the
bank,
then
to
the
reserve
fund,
and,
if
needed,
to
the
capital
account,
and
it
prohibits
declaration of dividends until capital has been restored to its original
amount and the reserve fund equals 20% of the original capital.
The
Finance
Board,
composed
of
representatives
from
various
Puerto
Rico
Government
agencies,
instrumentalities
and
public
corporations,
including the
Commissioner,
has the
authority to
regulate the
maximum interest
rates and
finance charges
that may
be
charged
on
loans
to
individuals
and
unincorporated
businesses
in
Puerto
Rico,
but
current
regulations
allow
most
such
rates
to
be
determined
by
free
competition.
Accordingly,
the
regulations
do
not
set
a
maximum
rate
for
charges
on
retail
installment
sales
contracts, small
loans, and
credit card
purchases. Furthermore,
there is
no maximum
rate set for
installment sales
contracts involving
motor vehicles, commercial, agricultural and industrial equipment,
commercial electric appliances and insurance premiums.
International Banking Center Regulatory Act of Puerto Rico (“IBE Act 52”)
The business and operations
of FirstBank International Branch
(“FirstBank IBE” or the “IBE
division of FirstBank”)
and FirstBank
Overseas Corporation (the IBE subsidiary of FirstBank)
are subject to supervision and regulation by
the Commissioner. FirstBank IBE
and FirstBank
Overseas Corporation
were established
pursuant to
Puerto Rico Act
52-1989, as
amended, known
as the “International
Banking
Center
Regulatory
Act”
(the
IBE
Act
52).
The
IBE
Act
52
provides
for
total
Puerto
Rico
tax
exemption
on
net
income
derived by
an IBE operating
in Puerto Rico
on the specific
activities identified
in the IBE
Act 52. An
IBE that operates
as a unit
of a
bank
pays
income taxes
at
the corporate
standard rates
to the
extent
that
the IBE’s
net
income
exceeds 20%
of the
bank’s
total net
taxable income.
Under the
IBE Act 52,
certain sales,
encumbrances, assignments,
mergers, exchanges
or transfers
of shares,
interests
or participation(s)
in the
capital of
an IBE
may not
be initiated
without the
prior approval
of the
Commissioner.
The IBE
Act 52
and
the regulations issued thereunder
by the Commissioner (the “IBE
Regulations”) limit the business
activities that may be
carried out by
an IBE. Such activities are limited in part to persons and assets located outside
of Puerto Rico.
Pursuant to the
IBE Act 52 and
the IBE Regulations,
each of FirstBank IBE
and FirstBank Overseas
Corporation must maintain,
in
Puerto
Rico,
books
and
records
of
its
transactions
conducted
in
the
ordinary
course
of
business.
FirstBank
IBE
and
FirstBank
Overseas
Corporation
are
also
required
to
submit
to
the
Commissioner
quarterly
reports
of
their
financial
condition
and
results
of
operations, and are required to comply with the annual audited financial
statements requirement.
The IBE Act
52 empowers
the Commissioner
to revoke
or suspend, after
notice and hearing,
a license issued
thereunder if,
among
other things, the IBE fails to
comply with the IBE Act 52, the IBE
Regulations or the terms of its license,
or if the Commissioner finds
that the business or affairs of the IBE are conducted in a manner
that is not consistent with the public interest.
On February
16, 2024,
the Governor
of Puerto
Rico approved
Act 45
of 2024
which amended
the IBE
Act 52. These
amendments
became
effective
on
May
15,
2024,
and,
among
other
things,
increased
the
annual
license
fee
paid
by
the
IBEs
to
OCIF
from
$5
thousand to $25 thousand and amended
certain other compliance matters, including
a minimum employment requirement of eight
full-
time
employees.
The amendments
also
established
updated
prudential
standards,
such
as higher
minimum
paid-in
capital, enhanced
custody
and
asset-quality rules,
and
a phased
increase in
required
unencumbered
assets for
existing
IBEs, from
$0.5 million
for
the
2024-2025
compliance
period
to
$1.5
million
by
2027–2028,
while
newly
organized
entities
must
maintain
at
least
$1
million
in
unencumbered assets.
18
Puerto Rico Income Taxes
Under the
Puerto Rico
Internal Revenue
Code of
2011,
as amended
(the “PR
Tax
Code”), the
Corporation and
its subsidiaries
are
treated as separate taxable
entities and are not entitled
to file consolidated tax returns.
However, certain
subsidiaries that are organized
as
limited
liability
companies
with
a
partnership
election
are
treated
as
pass-through
entities
for
Puerto
Rico
tax
purposes.
A
subsidiary
may
realize
a
tax benefit
from
a
net
operating
loss (“NOL”)
only
if
it
can generate
sufficient
taxable
income
within
the
applicable NOL
carryforward period.
The PR Tax
Code provides
a dividend received
deduction of
100% on
dividends received
from
“controlled” subsidiaries subject to taxation in Puerto Rico and 85% on
dividends received from other taxable domestic corporations.
On July 17, 2025, the Government of Puerto Rico enacted
Act 65-2025 which, among other things, allows domestic
limited liability
companies owned
by legal entities
to elect to
be treated
as disregarded
entities for tax
purposes. As a
result of this
change, during
the
third
quarter
of
2025,
the
Corporation
reversed
approximately
$16.6
million
in
valuation
allowance
related
to
deferred
tax
assets
primarily
associated
with
NOL
carryforwards
at
the
holding
company
level.
This
reversal
reflects
the
Corporation’s
expectation
of
realizing these tax benefits under the new election established by
the Act.
The
Corporation
has
maintained
an
effective
tax
rate
lower
than
the
maximum
statutory
rate
in
Puerto
Rico,
which
has
resulted
mainly
from conducting
business through
certain
entities
that have
special
tax treatments,
including
doing business
through
an IBE
unit of
the Bank and
through FirstBank Overseas
Corporation, each
of which are
generally exempt
from Puerto
Rico income taxation
under IBE
Act 52,
and through
a wholly-owned
subsidiary that
engages in
certain Puerto
Rico qualified
investing activities
that have
certain tax advantages under Act 60 of 2019.
United States Income Taxes
As
a
Puerto
Rico
corporation,
First
BanCorp.
is
treated
as
a
foreign
corporation
for
U.S.
and
USVI
income
tax
purposes
and,
accordingly,
is generally
subject to
U.S. and
USVI income
tax only
on its income
from sources
within the
U.S. and
USVI or
income
effectively
connected with
the conduct
of a
trade or
business in
those jurisdictions.
Any such
tax paid
in the
U.S. and
USVI is
also
creditable against the Corporation’s
Puerto Rico tax liability, subject
to certain conditions and limitations.
Insurance Operations Regulation
As a financial holding
company under the Bank
Holding Company Act,
we are permitted to
engage in a broader
range of activities,
including insurance activities, that are permitted to bank holding
companies.
FirstBank Insurance Agency
is registered as an
insurance agency with the
Insurance Commissioner of
Puerto Rico and is
subject to
regulations issued by
the Insurance Commissioner
of Puerto Rico and
the Division of
Banking, Insurance and
Financial Regulation in
the USVI
relating to,
among other
things, the
licensing of
employees and
sales and
solicitation and
advertising practices,
and by
the
Federal Reserve
Board as
to certain
consumer protection
provisions mandated
by the
Gramm-Leach-Bliley Act
and its
implementing
regulations.
Mortgage Banking Operations
In
addition
to
FDIC
and
CFPB
regulations,
FirstBank
is
subject
to
the
rules
and
regulations
of
the
FHA,
VA,
FNMA,
FHLMC,
GNMA, and
the U.S.
Department of
Housing and
Urban Development
(“HUD”)
with respect
to originating,
processing,
selling and
servicing mortgage
loans and the
issuance and
sale of MBS.
Those rules
and regulations,
among other
things, prohibit discrimination
and
establish
underwriting
guidelines
that
include
provisions
for
inspections
and
appraisals,
require
credit
reports
on
prospective
borrowers
and
fix
maximum
loan
amounts,
and,
with
respect
to
VA
loans,
fix
maximum
interest
rates.
Moreover,
lenders
such
as
FirstBank are required
annually to submit
audited financial statements
to the FHA, VA,
FNMA, FHLMC, GNMA and
HUD and each
regulatory entity
has its
own financial
requirements. FirstBank’s
affairs are
also subject
to supervision
and examination
by the
FHA,
VA,
FNMA,
FHLMC,
GNMA
and
HUD
at
all
times
to
assure
compliance
with
applicable
regulations,
policies
and
procedures.
Mortgage origination activities are subject
to, among other requirements, the Equal
Credit Opportunity Act, TILA and
the RESPA
and
the
regulations
promulgated
thereunder
that,
among
other
things,
prohibit
discrimination
and
require
the
disclosure
of certain
basic
information to
mortgagors concerning
credit terms
and settlement
costs. FirstBank
is licensed
by the
Commissioner under
the Puerto
Rico
Mortgage
Banking
Law,
and,
as
such,
is
subject
to
regulation
by
the
Commissioner,
with
respect
to,
among
other
things,
licensing requirements and the establishment of maximum origination
fees on certain types of mortgage loan products.
19
WEBSITE ACCESS TO REPORT
The Corporation
makes available
annual reports
on Form
10-K, quarterly
reports on Form
10-Q, and current
reports on
Form 8-K,
and amendments to
those reports, and proxy
statements on Schedule 14A,
filed or furnished pursuant
to Sections 13(a), 14(a)
or 15(d)
of the Exchange
Act, free of
charge on or
through its internet
website at www.1firstbank.com
(under “Investor Relations”)
or directly
through
the
Corporation’s
investor
relations
website,
fbpinvestor.com,
as
soon
as
reasonably
practicable
after
the
Corporation
electronically
files
such
material
with,
or
furnishes
it
to,
the
SEC.
The
SEC
maintains
a
website
that
contains
reports,
proxy
and
information statements, and other information regarding
issuers that file electronically with the SEC at www.sec.gov.
The
Corporation
also
makes
available
its
Corporate
Governance
Guidelines
and
Principles,
the
charters
of
the
Audit,
Asset/Liability,
Compensation
and
Benefits,
Credit,
Risk,
Trust,
and
Corporate
Governance
and
Nominating
Committees
and
the
documents listed below,
free of charge on or through its internet website at www.fbpinvestor.com
(under Corporate Governance):
•
Code of Ethics for CEO and Senior Financial Officers (the “Code of
Ethics”)
•
Code of Ethical Conduct applicable to all employees
•
Independence Principles for Directors
•
Corporate Sustainability Reports
•
Sustainability Policy
The Corporate
Governance Guidelines and
Principles and the
aforementioned charters
and documents may
also be obtained
free of
charge
by
sending
a written
request
to
Mrs. Sara
Alvarez Cabrero
,
Executive
Vice
President,
General
Counsel
and
Secretary
of the
Board, PO Box 9146, San Juan, Puerto Rico 00908.
Website addresses
referenced in this Form
10-K are provided as textual references
and for convenience only,
and the content on the
referenced
websites does
not constitute
a part
of this
Form
10-K
or any
other report
or document
that the
Corporation
files with
or
furnishes to the SEC.