10q10k10q10k.net

What changed in POPULAR, INC.'s 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of POPULAR, INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+278 added−299 removedSource: 10-K (2025-03-03) vs 10-K (2024-02-29)

Top changes in POPULAR, INC.'s 2024 10-K

278 paragraphs added · 299 removed · 230 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

92 edited+21 added−32 removed160 unchanged
Biggest changeOn January 17, 2024, the CFPB proposed a rule that would significantly reform the regulatory framework governing overdraft practices applicable to banks such as BPPR and PB that have more than $10 billion in assets. The proposed rule would modify or eliminate several long-standing exclusions from requirements generally applicable to consumer credit that previously exempted certain overdraft practices.
Biggest changeFor banks with at least $10 billion and less than $250 billion in total assets, compliance with the rule’s requirements is required beginning on April 1, 2027. 20 On December 12, 2024, the CFPB finalized a rule that significantly reforms the regulatory framework governing overdraft practices applicable to banks such as BPPR and PB that have more than $10 billion in assets.
Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, and the impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. In June 2021, the Financial Crimes Enforcement Network, a bureau of the U.S.
Many of the statutory provisions in the AMLA require additional rulemakings, reports and other measures, and the impact of the AMLA will depend on, among other things, rulemaking and implementation guidance. In June 2021, the Financial Crimes Enforcement Network, a bureau of the U.S.
Among other matters, the Capital Rules: (i) impose a capital measure called “Common Equity Tier 1” (“CET1”) and the related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; and (iii) mandate that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital.
Among other matters, the Capital Rules: (i) impose a capital measure called “Common Equity Tier 1” (“CET1”) and the related regulatory capital ratio of CET1 to risk-weighted assets; (ii) specify that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting certain revised requirements; and (iii) mandate that most deductions/adjustments to regulatory capital 15 measures be made to CET1 and not to the other components of capital.
Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face 16 constraints on dividends, equity repurchases and compensation based on the amount of the shortfall and eligible retained income (that is, four quarter trailing net income, net of distributions and tax effects not reflected in net income).
Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall and eligible retained income (that is, four quarter trailing net income, net of distributions and tax effects not reflected in net income).
Transactions with Affiliates BPPR and PB are subject to restrictions that limit the amount of extensions of credit and certain other “covered transactions” (as defined in Section 23A of the Federal Reserve Act) between BPPR or PB, on the one hand, and Popular, PNA or any of our other non-banking subsidiaries, on the other hand, and that impose collateralization requirements on such credit 14 extensions.
Transactions with Affiliates BPPR and PB are subject to restrictions that limit the amount of extensions of credit and certain other “covered transactions” (as defined in Section 23A of the Federal Reserve Act) between BPPR or PB, on the one hand, and Popular, PNA or any of our other non-banking subsidiaries, on the other hand, and that impose collateralization requirements on such credit extensions.
Department of the Treasury to promulgate priorities for anti-money laundering and countering the financing of terrorism policy; requires the development of standards for testing technology and internal processes for BSA compliance; expands enforcement- and investigation-related authority, including a significant expansion in the available sanctions for certain BSA violations; and expands BSA whistleblower incentives and protections.
Department of the Treasury to promulgate priorities for anti-money laundering and countering the financing of terrorism policy; requires the development of standards for testing technology and internal processes for BSA compliance; expands enforcement- and investigation-related authority, including a significant expansion in the available sanctions for certain BSA violations; and expands BSA whistleblower incentives and 19 protections.
The Fair Credit Reporting Act restricts information sharing among affiliates for marketing purposes and governs the use and provision of information to consumer reporting agencies. The federal banking regulators have also issued guidance and proposed rules regarding cybersecurity that are intended to enhance cyber risk management standards among financial institutions.
The Fair Credit Reporting Act restricts information sharing among affiliates for marketing purposes and governs the use and provision of information to consumer reporting agencies. The federal banking regulators have also issued guidance and rules regarding cybersecurity that are intended to enhance cyber risk management standards among financial institutions.
On July 6, 2023, the SEC adopted new rules that would require registrants, such as Popular, to (i) report material cybersecurity incidents on Form 8-K and, (ii) disclose in Annual Report on Form 10-K cybersecurity policies and procedures and governance practices, including at the board and management levels.
On July 6, 2023, the SEC adopted new rules that would require registrants, such as Popular, to (i) report material 21 cybersecurity incidents on Form 8-K and, (ii) disclose in Annual Report on Form 10-K cybersecurity policies and procedures and governance practices, including at the board and management levels.
In addition, as noted above in “Regulation of Reinsurers, Insurance Producers and Agents”, Popular’s reinsurance subsidiaries are subject to licensure and regulatory supervision by the Puerto Rico Office of the Commissioner of Insurance and to insurance laws and regulations. 24 Available Information We maintain an Internet website at www.popular.com.
In addition, as noted above in “Regulation of Reinsurers, Insurance Producers and Agents”, Popular’s reinsurance subsidiaries are subject to licensure and regulatory supervision by the Puerto Rico Office of the Commissioner of Insurance and to insurance laws and regulations. Available Information We maintain an Internet website at www.popular.com.
Popular’s reinsurance subsidiaries are subject to licensure and regulatory supervision by the Puerto Rico 23 Office of the Commissioner of Insurance and to insurance laws and regulations requiring, among other things, minimum capital and solvency standards, financial reporting, restrictions on the amount of dividends payable, record keeping and examinations.
Popular’s reinsurance subsidiaries are subject to licensure and regulatory supervision by the Puerto Rico Office of the Commissioner of Insurance and to insurance laws and regulations requiring, among other things, minimum capital and solvency standards, financial reporting, restrictions on the amount of dividends payable, record keeping and examinations.
We operate in two principal markets: ● Puerto Rico: We provide retail, mortgage and commercial banking services through our principal banking subsidiary, Banco Popular de Puerto Rico (“Banco Popular” or “BPPR”), as well as auto and equipment leasing and financing, investment banking, broker-dealer and insurance services through specialized subsidiaries.
We operate in two principal markets: ● Puerto Rico: We provide retail, mortgage and commercial banking services through our principal banking subsidiary, Banco Popular de Puerto Rico (“Banco Popular” or “BPPR”), as well as auto and equipment leasing and financing, broker-dealer and insurance services through specialized subsidiaries.
A depository institution is deemed to be “well managed” if, at its most recent inspection, examination or subsequent review by the appropriate federal banking agency (or the appropriate state banking agency), the depository institution received at least a “satisfactory” composite rating and at least a “satisfactory” rating for the management component of the 19 composite rating.
A depository institution is deemed to be “well managed” if, at its most recent inspection, examination or subsequent review by the appropriate federal banking agency (or the appropriate state banking agency), the depository institution received at least a “satisfactory” composite rating and at least a “satisfactory” rating for the management component of the composite rating.
For example, on October 24, 2023, the Federal Reserve, FDIC, and OCC finalized interagency guidance on principles for climate-related financial risk management applicable to regulated financial 22 institutions with more than $100 billion in total consolidated assets.
For example, on October 24, 2023, the Federal Reserve, FDIC, and OCC finalized interagency guidance on principles for climate-related financial risk management applicable to regulated financial institutions with more than $100 billion in total consolidated assets.
The FDIC, as required under the Federal Deposit Insurance Act 15 (“FDIA”), established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years.
The FDIC, as required under the Federal Deposit Insurance Act (“FDIA”), established a plan in September 2020 to restore the DIF reserve ratio to meet or exceed the statutory minimum of 1.35 percent within eight years.
In addition, a member 18 bank may not declare or pay a dividend in an amount greater than its undivided profits as reported in its Report of Condition and Income, unless the member bank has received the approval of the Federal Reserve Board.
In addition, a member bank may not declare or pay a dividend in an amount greater than its undivided profits as reported in its Report of Condition and Income, unless the member bank has received the approval of the Federal Reserve Board.
Popular’s broker-dealer / investment adviser subsidiary, Popular Securities, LLC (“PS”) and investment advisor subsidiary Popular Asset Management LLC (“PAM”) are subject to regulation by the SEC, the Financial Industry Regulatory Authority (“FINRA”), and the Securities Investor Protection Corporation, among others.
Popular’s broker-dealer / investment adviser subsidiary, Popular Securities, LLC (“PS”) and investment advisor subsidiary Popular Asset Management LLC 13 (“PAM”) are subject to regulation by the SEC, the Financial Industry Regulatory Authority (“FINRA”), and the Securities Investor Protection Corporation, among others.
We strive to distinguish ourselves from other banks and financial services providers in our marketplace by providin g a high level of service to enhance customer 11 loyalty and to attrac t and retain business.
We strive to distinguish ourselves from other banks and financial services providers in our marketplace by providin g a high level of service to enhance customer loyalty and to attrac t and retain business.
A bank may not engage in any covered transaction if the aggregate amount of the bank’s covered transactions with that affiliate would exceed 10% of the bank’s capital stock and surplus or the aggregate amount of the bank’s covered transactions with all affiliates would exceed 20% of the bank’s capital stock and surplus.
A bank may not engage in any covered transaction if the aggregate amount of the bank’s covered transactions with that affiliate would exceed 10% of the bank’s capital stock and surplus or the aggregate amount of the bank’s covered transactions with all non-bank affiliates would exceed 20% of the bank’s capital stock and surplus.
For purposes of the Interstate Banking Act, BPPR is treated as a state bank and is subject to the same restrictions on interstate branching as other state banks.
For purposes of the 18 Interstate Banking Act, BPPR is treated as a state bank and is subject to the same restrictions on interstate branching as other state banks.
A company who meets management and capital standards and whose subsidiary depository institutions meet management, capital and Community Reinvestment Act (“CRA”) standards may elect to be treated as a financial holding company and engage in a substantially broader range of nonbanking financial activities, including securities underwriting and dealing, insurance underwriting and making merchant banking investments in nonfinancial companies.
A company that meets management and capital standards and whose subsidiary depository institutions meet management, capital and Community Reinvestment Act (“CRA”) standards may elect to be treated as a financial holding company and engage in a substantially broader range of nonbanking financial activities, including securities underwriting and dealing, insurance underwriting and making merchant banking investments in nonfinancial companies.
Pursuant to an order of the Federal Reserve Board dated November 24, 1982, BPPR has been exempted from the reserve requirements of the Federal Reserve System with respect to deposits payable in Puerto Rico. Accordingly, BPPR is subject to the reserve requirement prescribed by the Banking Law. During 2023, BPPR was in compliance with the statutory reserve requirement.
Pursuant to an order of the Federal Reserve Board dated November 24, 1982, BPPR has been exempted from the reserve requirements of the Federal Reserve System with respect to deposits payable in Puerto Rico. Accordingly, BPPR is subject to the reserve requirement prescribed by the Banking Law. During 2024, BPPR was in compliance with the statutory reserve requirement.
During 2023, BPPR was in compliance with the lending limit requirements of Section 17 of the Banking Law. Section 14 of the Banking Law authorizes a bank to conduct certain financial and related activities directly or through subsidiaries, including finance leasing of personal property and originating and servicing mortgage loans.
During 2024, BPPR was in compliance with the lending limit requirements of Section 17 of the Banking Law. Section 14 of the Banking Law authorizes a bank to conduct certain financial and related activities directly or through subsidiaries, including finance leasing of personal property and originating and servicing mortgage loans.
In commercial and construction loans, certain exceptions may be approve d under certain circumstances, including (i) when past due status is administrativ e in nature, such as expiration of a loan facility before the new documentatio n is executed, and not as a result of paymen t or credit issues; (ii) to improve our collateral position or otherwise maximize recovery or mitigate potential future losses; and (iii) with respect to certain entities that, although related through common ownership, are not cross defaulted nor cross-collateralized and are performing satisfactorily under their respective loan facilities.
In commercial and construction loans, certain exceptions may be approved under certain circumstances, including (i) when past 10 due status is administrativ e in nature, such as expiration of a loan facility before the new documentatio n is executed, and not as a result of paymen t or credit issues; (ii) to improve our collateral position or otherwise maximize recovery or mitigate potential future losses; and (iii) with respect to certain entities that, although related through common ownership, are not cross defaulted nor cross-collateralized and are performing satisfactorily under their respective loan facilities.
On July 27, 2023, the federal banking regulators proposed revisions to the Capital Rules to implement the Basel Committee’s 2017 standards and make other changes to the Capital Rules, including the ability of banking organizations in Categories III and IV to elect not to recognize most elements of AOCI in regulatory capital.
On July 27, 2023, the federal banking regulators proposed revisions to the Capital Rules to implement the Basel Committee’s 2017 standards, described below, and make other changes to the Capital Rules, including the ability of banking organizations in Categories III and IV to elect not to recognize most elements of AOCI in regulatory capital.
Thus, Popular, BPPR and PB are required to maintain such additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk- weighted assets of at least 10.5%.
Popular, BPPR and PB are therefore required to maintain such additional capital conservation buffer of 2.5% of CET1, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%.
As of December 31, 2023, Popular has $193 million of trust preferred securities outstanding which no longer qualify for Tier 1 capital treatment, but instead qualify for Tier 2 capital treatment. The Capital Rules also provide for a number of deductions from and adjustments to CET1.
As of December 31, 2024, Popular has $193 million of trust preferred securities outstanding which no longer qualify for Tier 1 capital treatment, but instead qualify for Tier 2 capital treatment. The Capital Rules also provide for a number of deductions from and adjustments to CET1.
Refer to Note 2 and Note 9 to the Consolidated Financial Statements included in this Form 10-K, for additional information on loan modifications to borrowers with financial difficulties. Competition The financial services industry in which we operate is highly competitive.
Refer to Note 2 and Note 8 to the Consolidated Financial Statements included in this Form 10-K, for additional information on loan modifications to borrowers with financial difficulties. Competition The financial services industry in which we operate is highly competitive.
Our internal written procedures establish underwriting standards and procedures for monitoring and evaluating loan portfolio quality and require prompt identificatio n and quantificatio n of asset quality deterioration or potential loss to ensure the adequacy of the allowance for credit losses.
Our internal written procedures establish underwriting standards and procedures for monitoring and evaluating loan portfolio quality and require prompt identificatio n and quantificatio n of asset quality deterioration or potential loss to provide for the adequacy of the allowance for credit losses.
At December 31, 2023, we ranked among the 50 largest U.S. bank holding companies based on total assets according to information gathered and disclosed by the Federal Reserve Board.
At December 31, 2024, we ranked among the 50 largest U.S. bank holding companies based on total assets according to information gathered and disclosed by the Federal Reserve Board.
During the year ended December 31, 2023, PB declared cash dividends of $50 million, a portion of which was used by Popular for the payments of the cash dividends on its outstanding common stock.
During the year ended December 31, 2024, PB declared cash dividends of $50 million, a portion of which was used by Popular for the payments of the cash dividends on its outstanding common stock.
Any such data provider would also have to make such data available to third parties, with the consumer’s express authorization and through an interface that satisfies formatting, performance and security standards, for the purpose of such third parties providing the consumer with financial products or services requested by the consumer.
Any such data provider also has to make such data available to third parties, with the consumer’s express authorization and through an interface that satisfies formatting, performance and security standards, for the purpose of such third parties providing the consumer with financial products or services requested by the consumer.
Section 17 of the Banking Law permits a bank to make loans to any one person, firm, partnership or corporation, up to an aggregate amount of fifteen percent (15%) of the paid-in capital and reserve fund of the bank. As of December 31, 2023, the legal lending limit for BPPR under this provision was approximately $341 million.
Section 17 of the Banking Law permits a bank to make loans to any one person, firm, partnership or corporation, up to an aggregate amount of fifteen percent (15%) of the paid-in capital and reserve fund of the bank. As of December 31, 2024, the legal lending limit for BPPR under this provision was approximately $349 million.
These written procedures establish various approval and lending limit levels, ranging from bank branch or department officers to managerial and senior management levels. Approval levels are primarily determined by the amount, type of loan and risk characteristics of the credit facility.
These written procedures establish various approval and lending limit levels, ranging from bank branch or departmen t officers to managerial and senior management levels. Approval levels are primarily determined by the amount, type of loan and risk characteristics of the credit facility.
Our health and wellness center received over 15,680 visits from employees during 2023. Popular also seeks to foster work-life balance by providing paid time off benefits to our employees, including community service leave, paid parental leave and flexible work arrangements. Our hybrid work model, accessible to approximately half of our workforce, underscores our commitment to flexible work environments.
Our health and wellness center received over 15,561 visits from employees during 2024. Popular also seeks to foster work-life balance by providing paid time off benefits to our employees, including community service leave, paid parental leave and flexible work arrangements. Our hybrid work model, accessible to approximately half of our workforce, underscores our commitment to flexible work environments.
Non-owner-occupied CRE loans are generally made to finance office and industrial buildings, healthcare facilities, multifamily buildings and retail shopping centers and are repaid through cash flows related to the operation, sale or refinancing of the property. (2) Mortgage.
Non- owner-occupied CRE loans are generally made to finance office and industrial buildings, healthcare facilities, and retail shopping centers and are repaid through cash flows related to the operation, sale or refinancing of the property.
At December 31, 2023, BPPR needed to obtain prior approval of the Federal Reserve Board before declaring a dividend in excess of $387 million due to its retained income, declared dividend activity and transfers to statutory reserves over the three year’s ended December 31, 2023.
At December 31, 2024, BPPR needed to obtain prior approval of the Federal Reserve Board before declaring a dividend in excess of $318 million due to its retained income, declared dividend activity and transfers to statutory reserves over the three year’s ended December 31, 2024.
Those competitors include brokerage firms, mortgage companies, insurance companies, automobile and equipment finance companies, local and federal credit unions (locally known as “cooperativas”), credit car d companies, consumer finance companies, institutional lenders and other financial and non-financia l institutions and entities. Credit unions generally provide basic consumer financial services.
Those competitors include brokerage firms, mortgage companies, insurance companies, automobile and equipment finance companies, local and federal credit unions (locally known as “cooperativas”), credit car d companies, consumer finance companies, institutional lenders, and other financial and non-financia l institutions and entities.
Our loan portfolio is diversified by loan category. However, approximately 55% of our loan portfolio at December 31, 2023 consisted of real estate-related loans, including residential mortgage loans, construction loans and commercial loans secured by commercial real estate. The table below presents the distribution of our loan portfolio by loan category at December 31, 2023.
However, approximately 55% of our loan portfolio at December 31, 2024 consisted of real estate-related loans, including residential mortgage loans, construction loans and commercial loans secured by commercial real estate. The table below presents the distribution of our loan portfolio by loan category at December 31, 2024.
Transformation Initiative: The Corporation launched a significant, multi-year, broad-based technological and business process transformation during the second half of 2022. The needs and expectations of our clients, as well as the competitive landscape, have evolved, compelling us to make important investments in our technological infrastructure and adopt more agile practices.
Transformation Initiatives: 11 The Corporation launched a significant, multi-year, broad-based technological and business process transformation during the second half of 2022 which continued during 2024. The needs and expectations of our clients, as well as the competitive landscape, have evolved, compelling us to make important investments in our technological infrastructure and adopt more agile practices.
During the year ended December 31, 2023, BPPR declared cash dividends of $200 million, a portion of which was used by Popular for the payments of the cash dividends on its outstanding common stock.
During the year ended December 31, 2024, BPPR declared cash dividends of $600 million, a portion of which was used by Popular for the payments of the cash dividends on its outstanding common stock.
Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis. Popular expects the special assessments to be tax deductible.
Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, extend the special assessment collection period and impose a final shortfall special assessment on a one-time basis.
Succession plans for senior management are developed by the CEO and presented to the Board of Directors. Popular’s succession planning also leverages our Executive Talent Management Program (the “Program”) that seeks to identify high-potential and high- performing managers, which are provided with learning opportunities to enhance their skills and prepare them for senior management positions.
Succession plans for senior management are developed by the CEO and presented to the Board of Directors. Popular’s succession planning also leverages our Executive Talent Management Program to identify high-potential and high-performing managers, providing them with learning opportunities to enhance their skills and prepare them for senior management positions.
The proposal would also generally require banks to restructure many overdraft fees, overdraft lines of credit, and other overdraft practices as separate consumer credit accounts that would be subject to those requirements.
The rule also generally requires banks to restructure many overdraft fees, overdraft lines of credit, and other overdraft practices as separate consumer credit accounts that would be subject to those requirements.
As part of its responsibilities, the Talent and Compensation Committee reviews and advises management on the Corporation’s general compensation philosophy, programs and policies, and on the Corporation’s talent acquisition and development, workforce engagement, succession planning, culture, diversity, equity (including pay equity) and inclusion, among other human capital topics.
As part of its responsibilities, the Talent and Compensation Committee reviews and advises management on the Corporation’s general compensation philosophy, programs and policies, and on the Corporation’s talent acquisition and development, workforce engagement succession planning and culture, among other human capital topics.
Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator.
Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks.
Indicators that the borrower is experiencing financial difficultie s include, for example: (i) the borrower is currently in default on any of its debt or it is probable tha t the borrower would be in payment default on any of its debt in th e foreseeable future without the modification ; (ii) the borrower has declare d or is in the process of declarin g bankruptcy; (iii) there is significan t doubt as to whether the borrower will continue to be a going concern; (iv) the borrower has securities that have been delisted, are in the process of being delisted, or are under threa t of bein g delisted from an exchange ; (v) based on estimates and projection s that only encompass the current business capabilities , the borrower forecasts that its entity-specifi c cash flows will be insufficien t to service the debt (both interest and principal) in accordance with the contractual terms of the existing agreement through maturity; and (vi) absent the current modification, the borrower cannot obtain funds from sources other than the existing creditors at an effective interest rate equal to the current market interest rate for similar debt for a non-troubled debtor. 10 We have specialized workout officers who handle the majority of commercial loans that are past due 90 days and over, borrowers experiencing financial difficulties , and loans that are considere d problem loans based on their risk profile .
Indicators that the borrower is experiencing financial difficultie s include, for example: (i) the borrower is currently in default on any of its debt or it is probable tha t the borrower would be in payment default on any of its debt in th e foreseeable future without the modification ; (ii) the borrower has declare d or is in the process of declarin g bankruptcy; (iii) there is significan t doubt as to whether the borrower will continue to be a going concern; (iv) the borrower has securities that have been delisted, are in the process of being delisted, or are under threa t of bein g delisted from an exchange ; (v) based on estimates and projection s that only encompass the current business capabilities , the borrower forecasts that its entity-specifi c cash flows will be insufficien t to service the debt (both interest and principal) in accordance with the contractual terms of the existing agreement through maturity; and (vi) absent the current modification, the borrower cannot obtain funds from sources other than the existing creditors at an effective interest rate equal to the current market interest rate for similar debt for a non-troubled debtor.
Additionally, the Corporation promotes employee health and wellbeing by encouraging annual physical exams and maintaining a health and wellness center at its Puerto Rico-based corporate offices staffed with healthcare providers, where employees can complete their physical exam, receive acute care or visit a nutritionist or psychologist free of charge.
We also shared valuable information on the importance of sleep hygiene. Additionally, the Corporation promotes employee health and wellbeing by encouraging annual physical exams and maintaining a health and wellness center at its Puerto Rico-based corporate offices staffed with healthcare providers, where employees can complete their physical exam, receive acute care or visit a nutritionist or psychologist free of charge.
The amendments generally fall within the following five categories: (i) increased mandatory controls associated with common attack vectors, (ii) enhanced requirements for privileged accounts, (iii) enhanced notification obligations, (iv) expansion of cyber governance practices and (v) additional cybersecurity requirements for larger companies. Most of the amendments will become effective 180 days after adoption.
The amendments generally fall within the following five categories: (i) increased mandatory controls associated with common attack vectors, (ii) enhanced requirements for privileged accounts, (iii) enhanced notification obligations, (iv) expansion of cyber governance practices and (v) additional cybersecurity requirements for larger companies.
The increased assessment is intended to improve the likelihood that the DIF reserve ratio would reach the required minimum by the statutory deadline of September 30, 2028. As of December 31, 2023, we had a DIF average total asset less average tangible equity assessment base of approximately $66 billion.
The increased assessment is intended to improve the likelihood that the DIF reserve ratio would reach the required minimum by the statutory deadline of September 30, 2028. As of December 31, 2024, BPPR and PB had a DIF average total asset less average tangible equity assessment base of approximately $67 billion.
Commercial loans are comprised of (i) commercial and industrial (“C&I”) loans and leases to commercial customers for use in normal business operations and to finance working capital needs, equipment purchases or other projects, and (ii) commercial real estate (“CRE”) loans (excluding construction loans) for income-producing real estate properties as well as owner- occupied properties.
Commercial loans are comprised of (i) commercial and industrial (“C&I”) loans and leases to commercial customers for use in normal business operations and to finance working capital needs, equipment purchases or other projects, (ii) commercial real estate (“CRE”) loans (excluding construction loans) for income-producing real estate properties as well as owner-occupied properties, and (iii) multifamily loans with residential buildings with five or more living units.
Bank holding companies with total consolidated assets of $50 billion or more are subject to risk committee and risk management requirements. As of December 31, 2023, Popular had total consolidated assets of $70.8 billion.
Bank holding companies with total consolidated assets of $50 billion or more are subject to risk committee and risk management requirements. As of December 31, 2024, Popular had total consolidated assets of $73.0 billion.
On October 19, 2023, the CFPB proposed a new rule to implement Section 1033 of the Consumer Financial Protection Act that would require a provider of payment accounts or products, such as a bank, to make data available to consumers upon request regarding the products or services they obtain from the provider.
On October 22, 2024, the CFPB finalized a new rule to implement Section 1033 of the Consumer Financial Protection Act that requires a provider of payment accounts or products, such as a bank, to make data available to consumers upon request regarding the products or services they obtain from the provider.
The concentration of our operations in Puerto Rico exposes us to greater risk than other banking companies with a wider geographic base. Our asset and revenue composition by geographical area is presented in “Financial Information about Geographic Areas” below and in Note 37 to the Consolidated Financial Statements included in this Form 10-K.
The concentration of our operations in Puerto Rico exposes us to greater risk than other banking companies with a wider geographic base. Our asset and revenue composition by geographical area is presented in Note 36 to the Consolidated Financial Statements included in this Form 10-K. Our loan portfolio is diversified by loan category.
Failure to comply with these sanctions could have serious legal and reputational consequences. 21 Protection of Customer Personal Information and Cybersecurity The privacy provisions of the Gramm-Leach-Bliley Act of 1999 generally prohibit financial institutions, including us, from disclosing nonpublic personal financial information of consumer customers to third parties for certain purposes (primarily marketing) unless customers have the opportunity to opt out of the disclosure.
Protection of Customer Personal Information and Cybersecurity The privacy provisions of the Gramm-Leach-Bliley Act of 1999 generally prohibit financial institutions, including us, from disclosing nonpublic personal financial information of consumer customers to third parties for certain purposes (primarily marketing) unless customers have the opportunity to opt out of the disclosure.
Refer to the Consolidated Financial Statements in this Form 10-K., Note 21 and Table 9 of Management’s Discussion and Analysis for the capital ratios of Popular, BPPR and PB under Basel III.
Refer to the Consolidated Financial Statements in this Form 10-K., Note 20 and Table 10 of Management’s Discussion and Analysis for the capital ratios of Popular, BPPR and PB under Basel III. Refer to the Consolidated Financial Statements in this Form 10-K Note 2 for more information regarding CECL.
For further information about the Corporation’s results segregated by its reportable segments, see “Reportable Segment Results” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section (“MD&A”) and Note 37 to the Consolidated Financial Statements included in this Form 10-K.
For further information about the Corporation’s results segregated by its reportable segments, see “Reportable Segment Results” in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section (“MD&A”) and Note 36 to the Consolidated Financial Statements included in this Form 10-K. Lending Activities We concentrate our lending activities in the following areas: (1) Commercial.
The special assessments will be collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters in 2024 and 2025, with the first assessment period beginning January 1, 2024.
The special assessments are collected at an annual rate of approximately 13.4 basis points per year (3.36 basis points per quarter) over eight quarters, with the first assessment period having begun January 1, 2024.
In October 2022, the SEC adopted a final rule requiring securities exchanges to adopt rules mandating, in the case of a restatement, the recovery or “clawback” of excess incentive-based compensation paid to current or former executive officers and requiring listed issuers to disclose any recovery analysis where recovery is triggered by a restatement.
The U.S. financial regulators proposed revised rules in 2016, which have not been finalized. 22 In October 2022, the SEC adopted a final rule requiring securities exchanges to adopt rules mandating, in the case of a restatement, the recovery or “clawback” of excess incentive-based compensation paid to current or former executive officers and requiring listed issuers to disclose any recovery analysis where recovery is triggered by a restatement.
Popular was incorporated in 1984 under the laws of the Commonwealth of Puerto Rico and is the largest financial institution based in Puerto Rico, with consolidated assets of $70.8 billion, total deposits of $63.6 billion and stockholders’ equity of $5.1 billion at December 31, 2023.
Popular was incorporated in 1984 under the laws of the Commonwealth of Puerto Rico and is the largest financial institution based in Puerto Rico, with consolidated assets of $73.0 billion, total deposits of $64.9 billion and stockholders’ equity of $5.6 billion at December 31, 2024.
Whenever we make loans, we expose ourselves to credit risk. Credit risk is controlled and monitored through active asset quality management, including the use of lending standards, thorough review of potential borrowers and through active asset quality administration.
Credit Administration and Credit Policies Interest from our loan portfolios is our principal source of revenue. Whenever we make loans, we expose ourselves to 9 credit risk. Credit risk is controlled and monitored through active asset quality management, including the use of lending standards, thorough review of potential borrowers and through active asset quality administration.
If the institution is well capitalized and had been rated 1 in the last examination performed by the Office of the Commissioner or any regulatory agency, its legal lending limit shall also include 15% of 50% of its undivided profits and for loans secured by collateral worth at least 25% more than the amount of the loan, the capital of the bank shall also include 33 1/3% of 50% of its undivided profits.
In no event may the total of unsecured and secured loans to any one person, firm, partnership or corporation exceed an aggregate amount of 33 1/3% of the paid-in capital and reserve fund of the bank. 23 If the institution is well capitalized and had been rated 1 in the last examination performed by the Office of the Commissioner or any regulatory agency, its legal lending limit shall also include 15% of 50% of its undivided profits and for loans secured by collateral worth at least 25% more than the amount of the loan, the capital of the bank shall also include 33 1/3% of 50% of its undivided profits.
For a discussion of our loan portfolio, our deposits portfolio and our exposure to the Government of Puerto Rico, see “Financial Condition – Loans”, “Financial Condition – Deposits” and “Credit Risk – Geographical and Government Risk” in the MD&A and to Note 24 - Commitment and Contingencies to the Consolidated Financial Statements included in this Form 10-K. 9 Credit Administration and Credit Policies Interest from our loan portfolios is our principal source of revenue.
For a discussion of our loan, investment, and deposits portfolios and our exposure to the Government of Puerto Rico, see “Financial Condition – Loans”, “Financial Condition – Deposits” and “Credit Risk – Geographical and Government Risk” in the MD&A and to Note 23 - Commitment and Contingencies to the Consolidated Financial Statements included in this Form 10-K.
The profit-sharing plan allows employees to receive up to 8% of their eligible compensation (capped at $70,000), of which the first 4% is paid in cash and anything beyond such percent is paid to the employee’s Savings and Investment Plan account. Popular regularly evaluates employees’ base compensation to better compete with the salaries paid in similar positions in other companies.
The profit-sharing plan allows employees to receive up to 8% of their eligible compensation (capped at $70,000), of which the first 4% is paid in cash and anything beyond such percent is paid to the employee’s savings and investment plan account.
In addition, insured depository institutions with total assets of $50 billion or more are required to submit to the FDIC periodic contingency plans for resolution in the event of the institution’s failure. In 2018, the FDIC issued a moratorium on resolution plans for insured depository institutions with more than $50 billion in assets.
In addition, insured depository institutions with total assets of $50 billion or more are required to submit to the FDIC periodic contingency plans for resolution in the event of the institution’s failure. In June 2024, the FDIC finalized amendments to the resolution planning requirements for insured depository institutions with $50 billion or more in total assets.
Popular, BPPR and PB have made this election in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of their available for sale securities portfolios. The Capital Rules preclude certain hybrid securities, such as trust preferred securities, from inclusion in bank holding companies’ Tier 1 capital.
Popular, BPPR and PB have made this election in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of their available for sale securities portfolios.
Pursuant to the Capital Rules, the effects of certain AOCI items are not excluded; however, banking organizations that are not subject to Categories I or II standards under the framework for banking organizations with $100 billion or more in assets, including Popular, BPPR and PB, may make a one-time permanent election to continue to exclude these items.
Pursuant to the Capital Rules, the effects of certain accumulated other comprehensive income or loss (“AOCI”) items included in stockholders’ equity (for example, marks-to-market of securities held in the available for sale portfolio) are not excluded from regulatory capital ratios; however, banking organizations that are not subject to Categories I or II standards under the framework for banking organizations with $100 billion or more in assets, including Popular, BPPR and PB, may make a one-time permanent election to continue to exclude these items.
Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provide a new standardized approach for operational risk capital.
Among other things, these standards revise the Basel Committee’s standardized approach for credit risk (including by recalibrating risk weights and introducing new capital requirements for certain “unconditionally cancellable commitments,” such as unused credit card lines of credit) and provide a new standardized approach for operational risk capital. 16 Under the current U.S. capital rules, operational risk capital requirements and a capital floor apply only to Category I and Category II banking organizations and not to Popular, BPPR and PB.
We also compete with specialized players in th e local financial industry that are not subjec t to the same regulatory restrictions as domestic banks and bank holdin g companies.
The principal competitors for BPPR include locally based commercial banks and a few large U.S. and foreign banks with operations in Puerto Rico. We also compete with specialized players in th e local financial industry that are not subjec t to the same regulatory restrictions as domestic banks and bank holdin g companies.
In 2023, we invested more than $22.5M in enhancing our employees’ compensation. Empowering Growth: Our Commitment to Talent Development We are committed to fostering the continuous development and upskilling of our employees and believe it is fundamental to maintaining our competitive edge.
Empowering Growth: Our Commitment to Talent Developmen t We are committed to fostering the continuous development and upskilling of our employees and believe this is fundamental to maintaining our competitive edge.
The capital-based prompt corrective action provisions of the FDIA apply to the FDIC-insured depository institutions such as BPPR and PB, but they are not directly applicable to holding companies such as Popular and PNA, which control such institutions. As of December 31, 2023, both BPPR and PB met the quantitative requirements for ‘well capitalized’ status.
Critically undercapitalized depository institutions are subject to appointment of a receiver or conservator. 17 The capital-based prompt corrective action provisions of the FDIA apply to the FDIC-insured depository institutions such as BPPR and PB, but they are not directly applicable to holding companies such as Popular and PNA, which control such institutions.
The amendments would require insured depository institutions with between $50 billion and $100 billion in assets to submit informational filings on a two-year cycle, with an interim supplement updating key information submitted in the off years.
The amendments require insured depository institutions with between $50 billion and $100 billion in assets to submit informational filings on a three-year cycle, with an interim supplement updating key information submitted in the off years. These amendments became effective October 1, 2024, and BPPR’s first submission under the new rule is due by April 1, 2026.
During 2023, $44.5 million was transferred to the statutory reserve account.
During 2024, $52.8 million was transferred to the statutory reserve account.
The FDIA establishes five capital tiers: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized”. A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors.
A depository institution’s capital tier will depend upon how its capital levels compare with various relevant capital measures and certain other factors.
The proposed rule is intended to give consumers control over their financial data, including with whom it is shared, and encourage competition in the provision of consumer financial products or services.
Data required to be made available under the rule includes transaction information, account balance, account and routing numbers, terms and conditions, upcoming bill information, and certain account verification data. The rule is intended to give consumers control over their financial data, including with whom it is shared, and encourage competition in the provision of consumer financial products or services.
Our technology and business transformation will be a significant priority for the Corporation over the next three years and beyond. Refer to the Overview section of Management’s Discussion and Analysis included in this Form 10-K for information on recent significant events that have impacted or will impact our current and future operations.
Refer to the Overview section of Management’s Discussion and Analysis included in this Form 10-K for information on recent significant events that have impacted or will impact our current and future operations. Human Capital Management Popular seeks to embody our purpose of “putting people at the center of progress” throughout its human capital management.
As a general policy, we do not advance additional money to borrowers who have loans that are 90 days past due or over.
We have specialized workout officers who handle the majority of commercial loans that are past due 90 days and over, borrowers experiencing financial difficulties , and loans that are considered problem loans based on their risk profile. As a general policy, we do not advance additional money to borrowers who have loans that are 90 days past due or over.
The effective date of the final rule is April 1, 2024; however, banks will not be required to begin complying with certain provisions of the final rule until January 1, 2026, with data reporting requirements becoming applicable on January 1, 2027. 20 Interchange Fees Regulation The Federal Reserve Board has established standards for debit card interchange fees and prohibited network exclusivity arrangements and routing restrictions.
The effective date of the final rule was April 1, 2024; however, banks are not required to begin complying with certain provisions of the final rule until January 1, 2026, with data reporting requirements becoming applicable on January 1, 2027.
As of December 31, 2023, Popular, PNA, BPPR and PB’s total assets were below the thresholds for applicability of these rules, except that BPPR would be subject to the FDIC’s proposed amendments to its resolution planning requirements applicable to insured depository institutions with more than $50 billion but less than $100 billion in assets (if those amendments are adopted as proposed).
The proposal would also apply “clean holding company” requirements to Category II through IV bank holding companies, which would, among other things, prohibit prohibit those holding companies from entering into derivatives and certain other financial contracts with third parties. 14 As of December 31, 2024, Popular, PNA, BPPR and PB’s total assets were below the thresholds for applicability of these rules, except that BPPR is subject to the FDIC’s resolution planning requirements applicable to insured depository institutions with more than $50 billion but less than $100 billion in assets.
These competitors collectively represent a significant portion of the market and have a lower cost structure and fewer regulatory constraints. In the United States we continue to face substantial competitive pressure as our footprint resides in the two large, metropolitan markets of New York City / Northern New Jersey and the greater Miami area.
In the United States we continue to face substantial competitive pressure as our footprint resides in the two large metropolitan markets of New York City / Northern New Jersey and the greater Miami area. There is a large number of banks in both markets, including community, regional, and national ones, most of which have more resources than us.
We believe these investments will result in an enhanced digital experience for our clients, as well as better technology and more efficient processes for our employees, and make us a more efficient and profitable company, allowing us to achieve a 14% return on tangible common equity target by the end of 2025.
During 2024, the Corporation made meaningful progress in the modernization of our customer channels and enhancement of our customers' experience. The Corporation believes these investments will result in an enhanced digital experience for our clients, as well as better technology and more efficient processes for our employees, and make us a more efficient and profitable company.

… 65 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

104 edited+18 added−36 removed126 unchanged
Biggest changeAlthough the Evertec Business Acquisition Transaction eliminated certain provisions of a previous Master Services Agreement with Evertec that required us to use Evertec exclusively to develop and implement new or enhanced products and services, and is expected to improve Popular’s ability to manage and control the development of the customer channels supported by the assets acquired as part of the Evertec Business Acquisition Transaction (the “Acquired Assets”), Popular expects that it will continue to depend on Evertec’s technology services to operate and control current products and services and to implement future products and services, making our success dependent on Evertec’s ability to timely complete and introduce these enhancements and new products and services in a cost-effective manner.
Biggest changePopular expects that it will continue to depend on Evertec’s technology services to operate and control current products and services and to implement future products and services, making our success dependent on Evertec’s ability to timely complete and introduce these enhancements and new products and services in a cost-effective manner.
A deterioration in the fiscal situation of the Puerto Rico government and its instrumentalities, and in particular in the fiscal situation of the Puerto Rico municipalities to which we have direct lending exposure, could result in higher credit losses and reserves for credit losses.
A deterioration in the fiscal situation of the Puerto Rico government and its instrumentalities, and in particular the fiscal situation of the Puerto Rico municipalities to which we have direct lending exposure, could result in higher credit losses and reserves for credit losses.
The resolution of pending litigation and regulatory proceedings, if unfavorable, could have material adverse financial effects or cause significant reputational harm to us, which, in turn, could seriously harm our business prospects.
The resolution of pending litigation and regulatory proceedings, if unfavorable to us, could have material adverse financial effects or cause us significant reputational harm, which, in turn, could seriously harm our business prospects.
To the extent that these disruptions persist over time and/or recur, this could negatively impact our competitive position, require additional expenditures, and/or harm our relationships with our customers and thus may materially and adversely affect our business, financial condition, results of operations, or cause reputational harm. We face significant and increasing competition in the rapidly evolving financial services industry.
To the extent that these disruptions persist over time and/or recur, this could negatively impact our competitive position, require additional expenditures, and/or harm our relationships with our customers and thus may materially adversely affect our business, financial condition, results of operations, or cause reputational harm. We face significant and increasing competition in the rapidly evolving financial services industry.
Although Popular currently has less than $100 billion in assets, actual, anticipated or potential changes in regulatory requirements for banking organizations with at least $100 billion in assets could result in Popular deciding not to pursue growth opportunities that would result in its assets approaching or exceeding that threshold, or if Popular’s assets do exceed that threshold, a need for Popular to increase its regulatory capital, 32 issue substantial amounts of long-term debt or incur other significant expenses in order to satisfy applicable regulatory requirements.
Although Popular currently has less than $100 billion in assets, actual, anticipated or potential changes in regulatory requirements for banking organizations with at least $100 billion in assets could result in Popular deciding not to pursue growth opportunities that would result in its assets approaching or exceeding that threshold, or if Popular’s assets do exceed that threshold, a need for Popular to increase its regulatory capital, issue substantial amounts of long-term debt or incur other significant expenses in order to satisfy applicable regulatory requirements.
Certain risks particular to Evertec and our dependence on third parties are discussed under “We rely on other companies to provide key components of our business infrastructure, including certain of our core financial transaction processing and information technology and security services, which exposes us to a number of operational risks that could have a material adverse effect on us” in the Operational Risks section of Item 1A in this Form 10-K.
Certain risks particular to Evertec and our dependence on third parties are discussed under “We rely on other companies to provide key components of our business infrastructure, 28 including certain of our core financial transaction processing and information technology and security services, which exposes us to a number of operational risks that could have a material adverse effect on us” in the Operational Risks section of Item 1A in this Form 10-K.
Additionally, if BPPR or PB cease to be well-capitalized, the FDIA and regulations adopted thereunder would restrict their ability to accept brokered deposits and limit the rate of interest payable on deposits. 35 Our banking subsidiaries also have recourse obligations under certain agreements with third parties, including servicing and custodial agreements, that include ratings covenants.
Additionally, if BPPR or PB cease to be well-capitalized, the FDIA and regulations adopted thereunder would restrict their ability to accept brokered deposits and limit the rate of interest payable on deposits. Our banking subsidiaries also have recourse obligations under certain agreements with third parties, including servicing and custodial agreements, that include ratings covenants.
The inability of our third-party service providers to timely address evolving cybersecurity threats may further exacerbate these risks. Financial or operational difficulties of a third-party vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to serve us. Replacing these third-party vendors, when possible, could also create significant delay and expense.
The inability of our third-party service providers to timely address cybersecurity threats may further exacerbate these risks. Financial or operational difficulties of a third-party vendor could also hurt our operations if those difficulties interfere with the vendor’s ability to serve us. Replacing these third-party vendors, when possible, could also create significant delay and expense.
In addition, as a financial institution we are required to, among other things, identify our 33 customers, adopt formal and comprehensive anti-money laundering programs, scrutinize or altogether prohibit certain transactions of special concern, and be prepared to respond to inquiries from U.S. law enforcement agencies concerning our customers and their transactions.
In addition, as a financial institution we are required to, among other things, identify our customers, adopt formal and comprehensive anti-money laundering programs, scrutinize or altogether prohibit certain transactions of special concern, and be prepared to respond to inquiries from U.S. law enforcement agencies concerning our customers and their transactions.
Our credit ratings were reduced substantially in 2009 and, although one of the three major rating agencies upgraded our senior unsecured rating back to “investment grade” during 2021, the remaining two rating agencies have not upgraded their current “non-investment grade” rating. The market for non- investment grade securities is much smaller and less liquid than for investment grade securities.
Our credit ratings were reduced substantially in 2009 and, although one of the three major rating agencies upgraded our senior unsecured rating back to “investment grade” during 2021, the remaining two rating agencies have not upgraded their current “non-investment grade” rating. The market for non- 34 investment grade securities is much smaller and less liquid than for investment grade securities.
Factors that may be considered a change in circumstances, indicating that the carrying value of the goodwill or amortizable intangible assets may not be recoverable, include a decline in Popular’s stock price related to a deterioration in global or local economic conditions, declines in our market capitalization, reduced future earnings estimates, and interest rate changes.
Factors that may be considered a change in circumstances, indicating that the carrying value of the goodwill or amortizable intangible assets may not be recoverable, include a decline in Popular’s stock price related to a deterioration in global or local economic conditions, declines in 37 our market capitalization, reduced future earnings estimates, and interest rate changes.
See “Our businesses are highly regulated, and the laws and regulations that apply to us have a significant impact on our business and operations” in the Legal and Regulatory Risks section of Item 1A in this Form 10-K. Increases in FDIC insurance premiums may have a material adverse effect on our earnings.
See “Our businesses are highly regulated, and the laws and regulations that apply to us have a significant impact on our business and operations” in the Legal and Regulatory Risks section of Item 1A in this Form 10-K. 33 Increases in FDIC insurance premiums may have a material adverse effect on our earnings.
Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product presence, or other projected benefits from an acquisition could have a material adverse effect on our business, financial condition and results of operations. Similarly, acquiring loan portfolios involves various risks.
Furthermore, failure to realize the expected revenue increases, cost savings, increases in geographic or product 35 presence, or other projected benefits from an acquisition could have a material adverse effect on our business, financial condition and results of operations. Similarly, acquiring loan portfolios involves various risks.
If such estimates or assumptions are incorrect or differ materially from actual results, we could experience unexpected losses or other adverse impacts, some of which could be significant. For further information of other risks faced by Popular please refer to the MD&A section of this Form 10-K.
If such estimates or assumptions are incorrect or differ materially from actual results, we could experience unexpected losses or other adverse impacts, some of which could be significant. For further information on other risks faced by Popular please refer to the MD&A section of this Form 10-K.
Loss from e-fraud occurs when cybercriminals compromise our systems or the systems of our 28 customers and extract funds from customer’s credit cards or bank accounts, including through brute force, password spraying and credential stuffing attacks directed at gaining unauthorized access to individual accounts.
Loss from e-fraud occurs when cybercriminals compromise our systems or the systems of our customers and extract funds from customer’s credit cards or bank accounts, including through brute force, password spraying and credential stuffing attacks directed at gaining unauthorized access to individual accounts.
Puerto Rico’s fiscal and economic challenges have in the past adversely affected our customers, resulting in higher delinquencies, charge-offs and increased losses for us. While Puerto Rico’s economy has been gradually recovering and the Puerto Rico government emerged from bankruptcy in 2022, Puerto Rico still faces economic and fiscal challenges.
Puerto Rico’s fiscal and economic challenges have in the past adversely affected our customers, resulting in higher delinquencies, charge-offs and increased losses for us. While Puerto Rico’s economy has been gradually recovering and the Puerto Rico government emerged from bankruptcy in 2022, Puerto Rico still faces significant economic and fiscal challenges.
We have been, and will continue to be, impacted by global and local economic and market conditions, including weakness in the economy, disruptions and volatility in the financial markets, inflation, monetary and fiscal policies, public policy, geopolitical conflicts, business and consumer sentiment and unemployment.
We have been, and will continue to be, impacted by global and local economic and market conditions, including weakness in the economy, disruptions and volatility in the financial markets, inflation, monetary, trade and fiscal policies, public policy, geopolitical conflicts, business and consumer sentiment and unemployment.
Furthermore, financial services technology companies typically make capital investments to develop and modify their product and service offerings to facilitate their customers’ compliance with the extensive and evolving regulatory and industry 37 requirements, and in most cases such costs are borne by the technology provider.
Furthermore, financial services technology companies typically make capital investments to develop and modify their product and service offerings to facilitate their customers’ compliance with the extensive and evolving regulatory and industry requirements, and, in most cases, such costs are borne by the technology provider.
Difficulties associated 36 with potential acquisitions that may result from these factors could have a material adverse effect on our business, financial condition and results of operations. We have embarked on a broad-based multi-year, technological and business process transformation.
Difficulties associated with potential acquisitions that may result from these factors could have a material adverse effect on our business, financial condition and results of operations. We have embarked on a broad-based multi-year, technological and business process transformation.
While the overall fiscal situation of the Puerto Rico government has improved in recent years, including as result of the government and certain of its instrumentalities having restructured their debt obligations, some Puerto Rico government entities, including certain municipalities, still face significant fiscal challenges.
While the overall fiscal situation of the Puerto Rico government has improved in recent years, including as a result of the government and certain of its instrumentalities having restructured their debt obligations, some Puerto Rico government entities, including certain municipalities, still face significant fiscal challenges.
These technologies have also made it easier for non- depositary institutions to offer products and services that traditionally were banking products and allowed non-traditional financial service providers and technology companies to provide electronic and internet-based financial solutions and services.
These technologies have also made it easier for non-depositary institutions to offer products and services that were traditionally considered banking products and allowed non-traditional financial service providers and technology companies to provide electronic and internet-based financial solutions and services.
We rely primarily on bank deposits as a low cost and stable source of funding for our lending activities and the operation of our business. Therefore, our funding costs are largely dependent on our ability to maintain and grow our deposits.
We rely primarily on bank deposits as a low cost and stable source of funding for our lending and investment activities and the operation of our business. Therefore, our funding costs are largely dependent on our ability to maintain and grow our deposits.
The analysis considers all sources of 38 taxable income available to realize the deferred tax asset, including the future reversal of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years and tax-planning strategies.
The analysis considers all sources of taxable income available to realize the deferred tax asset, including the future reversal of existing taxable temporary differences, future taxable income exclusive of reversing temporary differences and carryforwards, taxable income in prior carryback years and tax-planning strategies.
We are also exposed to risks related to the state of the local economies of the other markets in which we do business, such as New York and Florida, and to the state of the global and U.S. economy and financial markets.
We are also exposed to risks related to the state of the local economies of the other markets in which we do business, such as New York and Florida, as well as to the state of the global and U.S. economy and financial markets.
Upon the transition of all or a portion of existing services provided by Evertec to a new financial services technology provider, either (i) at the end of the term of the Second Amended and Restated Master Services Agreement (the “MSA”) and related agreements or (ii) earlier upon the termination of any service for convenience under the MSA, these transition risks could result in an adverse effect on our business, financial condition and results of operations.
Upon the transition of all or a portion of existing services provided by Evertec to new financial services technology providers, either (i) at the end of the term of the Second Amended and Restated Master Services Agreement (the “MSA”) and related agreements or (ii) earlier upon the termination of any service for convenience under the MSA, these transition risks could result in an adverse effect on our business, financial condition and results of operations.
Any such revisions could require large banks to change the size and composition of their liquidity portfolios, which could have adverse effects on net interest income and net interest margin.
Any such revisions could require large 31 banks to change the size and composition of their liquidity portfolios, which could have adverse effects on net interest income and net interest margin.
The most significant cyber-attack risks that we or our critical service providers may face include, but are not limited to, e-fraud, denial-of-service (DDoS), ransomware, computer intrusion and the exploitation of software zero-day vulnerabilities that might result in disruption of services and in the exposure or loss of customer or proprietary data.
The most significant cyber-attack risks that we or our 27 critical service providers may face include, but are not limited to, e-fraud, denial-of-service (DDoS), ransomware, computer intrusion and the exploitation of software zero-day vulnerabilities that might result in disruption of services, in the exposure or loss of customer or proprietary data, and significant financial loss.
Incidents of this nature and investigations or examinations by governmental authorities have resulted in the past, and may in the future result, in judgments, settlements, fines, enforcement actions, penalties or other sanctions adverse to the Corporation, which could materially and adversely affect the Corporation’s business, financial condition or results of operations, or cause serious reputational harm.
Incidents of this nature and investigations or examinations by governmental authorities have resulted in the past, and may in the future result, in judgments, settlements, fines, enforcement actions, penalties or other sanctions adverse to the Corporation, which could materially and adversely affect the Corporation’s business, financial condition, results of operations or capital position or cause serious reputational harm.
As our competitors have raised the interest rates they pay on deposits, our funding costs have increased, as we have needed to increase the rates we pay to our depositors to avoid losing deposits and to procure new ones. Rising interest rates have also led customers to move their funds to alternative investments that pay higher interest rates.
As our competitors have raised the interest rates they pay on deposits, our funding costs have increased, as we have had to increase the rates we pay to our depositors to avoid losing deposits and to procure new ones. Rising interest rates have also led customers to move their funds to alternative investments that pay higher interest rates.
Defective and repurchased loans may harm our business and financial condition. 27 In connection with the sale and securitization of mortgage loans, we are required to make a variety of customary representations and warranties regarding Popular and the loans being sold or securitized.
Defective and repurchased loans may harm our business and financial condition. 26 In connection with the sale and securitization of mortgage loans, we are required to make a variety of customary representations and warranties regarding Popular and the loans being sold or securitized.
Notwithstanding our defensive measures and the significant resources we devote to protect the security of our systems, there is no assurance that all of our security measures will be effective at all times, especially as the threats from cyber-attacks are continuous and severe.
Notwithstanding our defensive measures and the significant resources we devote to protecting the security of our systems, there is no assurance that all of our security measures will be effective at all times, especially as the threats from cyber-attacks are continuous and severe.
The pending and anticipated proposals reflect a trend of increasingly stringent regulatory requirements for banking organizations with assets of $100 billion or more, relative to smaller banking organizations, as well as less differentiation in the requirements applicable among banking organizations with $100 billion or more in assets.
These proposals and anticipated proposals reflect a trend of increasingly stringent regulatory requirements for banking organizations with assets of $100 billion or more, relative to smaller banking organizations, as well as less differentiation in the requirements applicable among banking organizations with $100 billion or more in assets.
Other types of unforeseen or catastrophic events, including pandemics, epidemics, man-made disasters, or acts of violence or war, or the fear that such events could occur, could also adversely impact our operations and financial results.
Other types of unforeseen or catastrophic events, including pandemics, epidemics, man-made disasters, or acts of violence or war, or the fear that such events could occur in the future, could also adversely impact our operations and financial results.
While the size of our unrealized mark-to-market losses on available-for- sale securities had been reduced to $1.4 billion as of December 31, 2023, if interest rates were to again rise rapidly or for a prolonged period, we may accumulate significant additional mark-to-market losses on investment securities in our available-for-sale portfolio, which may adversely affect our tangible capital and impact our ability to return capital to our stockholders.
While the size of our unrealized mark-to-market losses on available-for- sale securities had been reduced to $1.3 billion as of December 31, 2024, if interest rates were to again rise rapidly or for a prolonged period, we may accumulate significant additional mark-to-market losses on investment securities in our available-for-sale portfolio, which may adversely affect our tangible capital and impact our ability to return capital to our stockholders.
Moreover, our efforts to timely mitigate vulnerabilities and manage such risks, given the rise in number and urgency of required patches and third-party software, including “zero-day vulnerabilities”, as well as the obsolescence in some of our hardware and software, may impact our day-to-day operations, the availability of our systems and delay the deployment of technology enhancements and innovation.
Moreover, our efforts to timely mitigate vulnerabilities and manage such risks, given the rise in number and urgency of required patches and third-party software, as well as the obsolescence in some of our hardware and software, may impact our day- to-day operations, the availability of our systems and delay the deployment of technology enhancements and innovation.
If we are unable to meet constant technological changes and react quickly to meet new industry standards, including as a result of our continued dependence on Evertec, we may be unable to enhance our current services and introduce new products and services in a timely and cost-effective manner, placing us at a competitive disadvantage and significantly affecting our business, financial condition and results of operations.
If we are unable to meet constant technological changes and react quickly to meet new industry standards, including as a result of our continued dependence on Evertec, we may be unable to enhance our current services and introduce new products and services in a timely and cost-effective manner, placing us at a competitive disadvantage and significantly affecting our business, financial condition, liquidity, results of operations or capital position.
Under the terms of BPPR’s deposit pricing agreement with Puerto Rico public sector, public fund deposit rates are market linked with a lag minus a specified spread. Therefore, as market rates rise, we are required to sequentially increase the rates we pay our public deposits.
Under the terms of BPPR’s deposit pricing agreement with the Puerto Rico government, most public fund deposit rates are market linked with a lag minus a specified spread. Therefore, as market rates rise, we are required to sequentially increase the rates we pay our public deposits.
As a result, a successful compromise or circumvention of the security of the systems of these third-party service providers could have serious negative consequences for us, including compromise of our systems, misappropriation of our confidential information or that of our clients, customers, counterparties or employees, or other negative implications identified above with respect to a cyber-attack on our systems, which could have a material adverse effect on us.
As a result, a successful compromise or circumvention of the security of the systems of these third-party service providers could have serious negative consequences for us, including compromise of our systems, misappropriation of our confidential information or that of our clients, customers, counterparties or employees, or other negative implications identified above with respect to a cyber-attack on our systems.
We have significant exposure to borrowers in certain economic sectors, such as residential and commercial real estate, hospitality and healthcare. Challenging economic or market conditions that affect the industries or types of clients to which we have significant exposure could result in higher credit losses and adversely affect our financial condition and results of operations.
We have significant exposure to borrowers in certain economic sectors, such as residential and commercial real estate, hospitality and healthcare. Challenging economic or market conditions that affect the industries or types of clients to which we have significant exposure could result in higher credit losses and adversely affect our business, financial condition, liquidity, results of operations or capital position.
Future unforeseen or catastrophic events, including new pandemic events, and actions taken by governmental authorities and other third parties in response to such events, could again adversely affect our operations, cause economic and market disruption, adversely 30 impact the ability of borrowers to timely repay their loans, or affect the value of any collateral held by us, any of which could have a material adverse effect on our business, financial condition or results of operations.
Future unforeseen or catastrophic events, and actions taken by governmental authorities and other third parties in response to such events, could adversely affect our operations, cause economic and market disruption, adversely impact the ability of borrowers to timely repay their loans, or affect the value of any collateral held by us, any of which could have a material adverse effect on our business, financial condition or results of operations.
During 2023, personal information of Popular customer data was compromised in a data breach incident that impacted MOVEit, the third-party file transfer platform used by one of our services providers. In both instances, Popular notified, as required or otherwise deemed appropriate, customers identified as affected by the incident.
During 2023, personal information of Popular customers’ data was compromised in a data breach incident that impacted MOVEit, the third-party file transfer platform used by one of our service providers. In both instances, Popular notified, as required or otherwise deemed appropriate, customers identified as affected by the incident.
If we pay a premium over book or market value in connection with an acquisition, some dilution of our tangible book value and net income per common share may occur in connection with any future transaction.
If we pay a premium over book or market value in connection with an acquisition, some dilution of our tangible book value and net income per common share may occur.
As of December 31, 2023, approximately 55% of our loan portfolio consisted of loans secured by real estate collateral (comprised of 30% in commercial loans, 22% in residential mortgage loans and 3% in construction loans). The value of the collateral securing such loans is dependent upon economic conditions in the area in which the collateral is located.
As of December 31, 2024, approximately 55% of our loan portfolio consisted of loans secured by real estate collateral (comprised of 29% in commercial loans, 22% in residential mortgage loans and 3% in construction loans). The value of the collateral securing such loans is dependent upon economic conditions in the area in which the collateral is located.
The failure to achieve the goals of the transformation project, the inability to maintain project expenses within current estimates or delays in executing our plans to implement the transformation project, may materially and adversely affect our business, financial condition, results of operations, or cause reputational harm. The Corporation has embarked on a broad-based multi-year, technological and business process transformation.
The failure to achieve the goals of the transformation project, the inability to maintain expenses related to our transformation program within current estimates or delays in executing our plans may materially and adversely affect our business, competitive position, financial condition, results of operations, or cause reputational harm. The Corporation has embarked on a broad-based multi-year, technological and business process transformation.
A weakening of the Puerto Rico economy or other adverse economic conditions affecting Puerto Rico consumers and businesses could result in 25 decreased demand for our products or services, deterioration in the credit quality of our customers, higher delinquencies, charge- offs or increased losses, all of which could adversely affect our financial condition and results of operations.
A weakening of the Puerto Rico economy or other adverse economic conditions affecting Puerto Rico consumers and businesses could result in decreased demand for our products or services, deterioration in the credit quality of our customers, higher delinquencies, charge-offs or increased losses, all of which could adversely affect our business, financial condition, liquidity, results of operations or capital position.
We may not succeed in executing the transformation project, may fail to properly estimate cost of the same, or may experience delays in executing our plans, which may in turn cause the Corporation to incur costs exceeding our current estimates or disrupt our operations, including our technological services to our customers, or fall short of our projected earnings targets driven by these efforts.
We may not succeed in executing the transformation program, may fail to properly estimate costs of the same, or may experience delays in executing our plans, which may in turn cause the Corporation to incur costs exceeding our current estimates or disrupt our operations, including our technological services to our customers, or fall short of our projected earnings or expense reduction targets driven by these efforts.
Although we are regularly targeted by unauthorized threat- actor activity, including denial-of-service attacks, we have not, to date, experienced any material losses as a result of cyber-attacks.
Although we are regularly targeted by unauthorized threat-actor activity, we have not, to date, experienced any material losses as a result of cyber-attacks.
As of December 31, 2023, we had $14.6 billion of deposits (other than collateralized public funds, which represent public deposit balances from governmental entities in the U.S. and its territories, including Puerto Rico and the United States Virgin Islands, that are collateralized based on such jurisdictions’ applicable collateral requirements) in excess of the FDIC-insured limit.
As of December 31, 2024, we had $13 billion of total deposits (other than collateralized public funds, which represent public deposit balances from governmental entities in the U.S. and its territories, including Puerto Rico and the United States Virgin Islands, that are collateralized based on such jurisdictions’ applicable collateral requirements) in excess of the FDIC-insured limit.
Over the course of our relationship with Evertec, we have experienced interruptions and delays in key services provided by Evertec, as well as cyber events, as a result of system breakdowns, misconfigurations, human error, application obsolescence and dependency on shared infrastructure components, which have in certain cases also led to exposure of BPPR customer information.
Over the course of our relationship with Evertec, we have experienced interruptions and delays in key services provided by Evertec, as well as cyber events, as a result of system breakdowns, their exposure to zero-day vulnerabilities, misconfigurations, human error, application obsolescence and dependency on shared infrastructure components and shared environments, which have in certain cases also led to exposure of Popular information and BPPR customer information.
As of December 31, 2023, we had $14.6 billion of deposits (other than collateralized public funds, which represent public deposit balances from governmental entities in the U.S. and its territories, including Puerto Rico and the United States Virgin Islands, that are collateralized based on such jurisdictions’ applicable collateral requirements) in excess of the FDIC-insured limit.
As of December 31, 2024, we had $13 billion of total deposits (other than collateralized public funds, which represent public deposit balances from governmental entities in the U.S. and its territories, including Puerto Rico and the United States Virgin Islands, that are collateralized based on such jurisdictions’ applicable collateral requirements) in excess of the FDIC-insured limit.
The ability to attract and retain qualified employees is critical to our success. Our success depends, in large part, on our ability to attract and retain qualified employees. Competition for qualified candidates is intense and has increased recently as a result of a tighter labor market.
The ability to attract and retain qualified employees is critical to our success. Our success depends, in large part, on our ability to attract and retain qualified employees. Competition for qualified candidates, especially in the area of information technology, is intense and has increased recently as a result of a tighter labor market.
A material compromise or circumvention of the security of our systems could have serious negative consequences for us, including significant disruption of our operations and those of our clients, customers and counterparties, misappropriation of confidential information of us or that of our clients, customers, counterparties or employees, or damage to computers or systems used by us or by our clients, customers and counterparties, and could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, significant litigation exposure and harm to our reputation, all of which could have a material adverse effect on us.
A material compromise or circumvention of the security of our systems could have serious negative consequences for us, including significant disruption of our operations and those of our clients, customers and counterparties, misappropriation of confidential information of Popular or that of our clients, customers, counterparties or employees, or damage to computers or systems used by us or by our clients, customers and counterparties, and could result in violations of applicable privacy and other laws, financial loss to us or to our customers, increased regulatory scrutiny and enforcement actions, customer dissatisfaction, significant litigation exposure and harm to our reputation, all of which could have a material adverse effect on us.
The risk of a security breach due to a cyber-attack could increase in the future as we continue to expand our mobile banking and other internet-based product offerings, the use of the cloud for system development and hosting and internal use of internet-based products and applications.
The risk of a security breach due to a cyber-attack is expected to increase as we continue to expand our mobile banking and other internet-based product offerings, the use of the cloud for system development and hosting and internal use of internet-based products and applications.
Although Evertec has agreed to provide certain transition assistance to us in connection with the termination of the MSA, we are ultimately dependent on their ability to provide those services in a responsive and competent manner.
Although Evertec has agreed to provide certain transition assistance to us in connection with the termination of the MSA, we are ultimately dependent on their ability to provide those services in a responsive and competent manner, as well as to retain experienced personnel to provide the services.
Upon failure to maintain the required credit ratings, the third parties could have the right to require us to engage a substitute fund custodian and increase collateral levels securing recourse obligations. Collateral pledged by us to secure recourse obligations approximated $27.1 million on December 31, 2023.
Upon failure to maintain the required credit ratings, the third parties could have the right to require us to engage a substitute fund custodian and increase collateral levels securing recourse obligations. Collateral pledged by us to secure recourse obligations approximated $23.9 million on December 31, 2024.
Any problems caused by these vendors, including those resulting from disruptions in the services provided, vulnerabilities in or breaches of the vendor’s systems, failure of the vendor to handle current or higher volumes, failure of the vendor to provide services for any reason or poor performance of services, or failure of the vendor to notify us of a reportable event in a timely manner, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business, result in potential liability to clients and customers, result in the imposition of fines, penalties or judgments by our regulators, lead to exposure of BPPR customer information or harm to our reputation, any of which could materially and adversely affect us.
Any problems caused by these vendors, including those resulting from disruptions in the services provided, vulnerabilities in or breaches of the vendor’s systems or environments, failure of the vendor to handle current or higher volumes, failure of the vendor to provide services for any reason or poor performance of services, failure of the vendor to notify us of a reportable event in a timely manner, our vendors’ misuse of artificial intelligence and other automatic decision making technologies, could adversely affect our ability to deliver products and services to our customers and otherwise conduct our business, disrupt our operations, result in potential liability to clients and customers, result in the imposition of fines, penalties or judgments by our regulators, lead to exposure of our information or that of our customers or harm to our reputation, any of which could materially and adversely affect us.
Our ability to cure legacy obsolescence in the hardware and software we procure from Evertec, as well as to effect the segregation of our shared infrastructure, is expected to be lengthy and complex, which exacerbates our exposure to resulting operational, including cybersecurity, risks.
Our ability to cure legacy obsolescence in the hardware and software we procure from Evertec, to expand our oversight over security services being provided by Evertec, as well as to effect the segregation of our shared infrastructure, is expected to be lengthy and complex, which exacerbates our exposure to resulting operational, including cybersecurity, risks.
A significant portion of our business is concentrated in Puerto Rico, which accounted for approximately 77% of our assets and 81% of our deposits as of December 31, 2023 and 78% of our revenues for the year ended December 31, 2023.
A significant portion of our business is concentrated in Puerto Rico, which accounted for approximately 77% of our assets and 80% of our deposits as of December 31, 2024 and 79% of our revenues for the year ended December 31, 2024.
Furthermore, we have a significant amount of deposits from the Puerto Rico government, its instrumentalities and municipalities ($18.1 billion, or approximately 28% of our total deposits, as of December 31, 2023), and the amount of these deposits may fluctuate depending on the financial condition and liquidity of these entities, as well as on our ability to maintain these customer relationships.
We have a significant amount of deposits from the Puerto Rico government, its instrumentalities and municipalities ($19.5 billion, or approximately 30% of our total deposits, as of December 31, 2024), and the amount of these deposits may fluctuate depending on the financial condition and liquidity of these entities, as well as on our ability to maintain these customer relationships.
While we maintain insurance against natural disasters and other unforeseen events, including coverage for business interruption, the insurance may not be sufficient to cover all of the damage from any such event, and there is no insurance against the disruption that a catastrophic event could produce to the markets that we serve and the potential negative impact to economic activity.
While we maintain insurance against natural disasters and other unforeseen events, including coverage for business interruption, the insurance may not be sufficient to cover all of the damage from any such event, and there is no insurance against the disruption that a catastrophic event could produce to the markets that we serve and the potential negative impact to economic activity. 29 Climate change could have a material adverse impact on our business operations and that of our clients and customers.
Cyber-attacks at third-party service providers are also becoming increasingly common, and, as a result, cybersecurity risks relating to our vendors have increased. The most important of these third-party service providers for us is Evertec.
The most important of these third-party service providers for us is Evertec. As a result, we depend on Evertec to identify and remediate certain of our cybersecurity vulnerabilities. Cyber-attacks at third-party service providers are also becoming increasingly common, and, as a result, cybersecurity risks relating to our vendors, including Evertec have increased.
Increased competition could create pressure to lower prices, fees, commissions or credit standards on our products and services, which could adversely affect our financial condition and results of operations. Increased competition could also create pressure to raise interest rates on deposits, which could also impact our financial condition and results of operations.
Increased competition could create pressure to lower prices, fees, commissions or credit standards on our products and services, which could adversely affect our financial condition and results of operations. Increased competition could also create pressure to raise interest rates on deposits or increase deposit attrition, which could negatively impact our business, financial condition, liquidity results of operations or capital position.
While the closing of the Evertec Business Acquisition Transaction narrowed the scope of services which we are dependent on Evertec to obtain and released us from exclusivity restrictions that limited our ability to engage other third-party providers of financial technology services, it also resulted in extensions of certain existing commercial agreements with Evertec and, as a result, have prolonged the duration of our exposure to the risks presented by Evertec’s technological capabilities and its failures to enhance its products and services and otherwise meet evolving demands.
While we have over time narrowed the scope of services which we are dependent on Evertec to obtain, in exchange for releases from exclusivity restrictions that limited our ability to engage other third-party providers of financial technology services, we agreed to extensions of certain existing commercial agreements with Evertec and, as a result, have prolonged the duration of our exposure to the risks presented by Evertec’s technological capabilities and its failures to enhance its products and services and otherwise meet evolving demands.
Additional laws and regulations may be enacted or adopted in the future that could significantly affect our powers, authority and operations and which could have a material adverse effect on our financial condition and results of operations.
Additional laws and regulations may be enacted or adopted in the future, and the application, interpretation or enforcement of laws and regulations may in the future be changed (including through executive orders), in ways that could significantly affect our powers, authority and operations and which could have a material adverse effect on our financial condition and results of operations.
In 2023, the federal banking regulators proposed revisions to the U.S. capital rules and new long-term debt requirements for banking organizations with $100 billion or more in assets.
In 2023, the federal banking regulators proposed revisions to the U.S. capital rules and new long-term debt requirements for banking organizations with $100 billion or more in assets. Higher capital requirements or new long-term debt requirements could increase interest and noninterest expense for banking organizations subject to those requirements.
If we do not appropriately comply with current or future laws or regulations, we may be subject to fines, penalties or judgements, or to material regulatory restrictions on our business, which could also materially and adversely affect our financial condition and results of operations.
If we do not appropriately comply with current or future laws or regulations, adapt to the changing interpretation of existing laws or regulations, or if we fail to meet supervisory expectations, we may be subject to fines, penalties or judgements, or to material regulatory restrictions on our business, which could also materially and adversely affect our business, financial condition, liquidity, results of operations or capital position.
Cybersecurity risks for large financial institutions such as Popular have increased significantly in recent years in part because of the proliferation of new technologies, such as mobile banking, artificial intelligence and the ability to conduct instant financial transactions anywhere globally, growing geo-political threats, such as the ongoing wars in Ukraine and in the Gaza Strip, and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, hacktivists and other parties.
Cybersecurity risks for large financial institutions such as Popular have increased significantly in recent years in part because of the proliferation of new technologies, such as mobile banking, cloud hosting, artificial intelligence and the ability to conduct instant financial transactions anywhere globally, as well as due to geopolitical conflicts and the increased sophistication and activities of organized crime, hackers, terrorists, nation-states, hacktivists and other parties.
As cyber threats continue to evolve, we expect to expend significant additional resources to continue to modify or enhance our layers of defense or to investigate and remediate additional information security vulnerabilities or incidents.
As cyber threats continue to evolve, we also expect to expend significant additional resources to continue to modify or enhance our layers of defense or to investigate and remediate additional information security vulnerabilities or incidents. The obsolescence in our hardware or software limits our ability to mitigate vulnerabilities.
As of December 31, 2023, we had approximately $804 million, $1 billion and $102 million, respectively, of goodwill, net deferred tax assets and amortizable intangible assets, including capitalized software costs, recorded on our balance sheet.
As of December 31, 2024, we had approximately $803 million, $926 million and $143 million, respectively, of goodwill, net deferred tax assets and amortizable intangible assets, including capitalized software costs, recorded on our balance sheet.
In particular, we could be adversely impacted by changes in laws and regulations, or changes in the application, interpretation or enforcement of laws and regulations, that proscribe or institute more stringent restrictions on certain financial services activities or impose new requirements relating to the impact of business activities on ESG concerns, the management of risks associated with those concerns and the offering of products intended to achieve ESG-related objectives.
In particular, we could be adversely impacted by changes in laws and regulations, or changes in the application, interpretation or enforcement of laws and regulations, that proscribe or institute more stringent restrictions on certain financial services activities, impose monetary fines or other penalties on institutions that fail to comply with applicable laws and regulations, or impose new requirements relating to the impact of business activities on ESG concerns, the management of risks associated with those concerns and the extent to which ESG-related objectives are taken into account in financing and other business activities and decision-making, such as the offering of products intended to achieve ESG-related objectives.
Evertec’s failure to sufficiently invest in and upscale its technology and services infrastructure to meet the rapidly changing technology demands of our industry may result in us being unable to meet customer expectations and attract or retain customers.
Evertec’s failure to sufficiently invest in and upscale its technology and services infrastructure to meet the rapidly changing technology demands of our industry may result in us being unable to meet customer expectations and attract or retain customers. Furthermore, Evertec’s strategy and investments may also be refocused away from Popular towards other strategic initiatives.
Both BPPR and PB have secured borrowing facilities with the FHLBNY and had outstanding exposures of $2.5 billion and $1.7 billion respectively as of December 31, 2023. Losing access to the FHLBNY borrowing facilities could adversely impact liquidity at the banking subsidiaries.
Both BPPR and PB have secured borrowing facilities with the FHLBNY and could borrow up to $3.2 billion and $1.5 billion respectively as of December 31, 2024, of which $0.1 billion and $0.4 billion respectively were used. Losing access to the FHLBNY borrowing facilities could adversely impact liquidity at the banking subsidiaries.
If we, and our subsidiaries, affiliates or third-party service providers, are found to have failed to comply with applicable economic and trade sanctions programs and anti-money laundering laws and regulations, we could be exposed to fines, sanctions and penalties, and other regulatory actions, as well as governmental investigations.
If we, and our subsidiaries, affiliates or third-party service providers, are found to have failed to comply with applicable economic and trade sanctions programs and anti-money laundering laws and regulations, we could be exposed to fines, sanctions and penalties, and other regulatory actions, as well as governmental investigations. 32 As a federally regulated financial institution, we must comply with regulations and economic and trade sanctions and embargo programs administered by the Office of Foreign Assets Control (“OFAC”) of the U.S.
Furthermore, actions by the rating agencies or decreases in our capital levels may have adverse effects on our liquidity and business, including by raising the cost of our obligations or affecting our ability to borrow.
LIQUIDITY RISKS We are subject to liquidity risks arising from market events or disruptions and instances of low investor and depositor confidence. Furthermore, actions by the rating agencies or decreases in our capital levels may have adverse effects on our liquidity and business, including by raising the cost of our obligations or affecting our ability to borrow.
System enhancements and updates also create risks associated with implementing new systems and integrating them with existing ones, including risks associated with supply chain compromises and the software development lifecycle of the systems used by us and our service providers.
System enhancements and updates also create risks associated with implementing new systems and integrating them with existing ones, including risks associated with supply chain compromises and the software development lifecycle of the systems used by us and our service providers. In addition, addressing certain information security vulnerabilities, such as hardware-based vulnerabilities, may affect the performance of our information technology systems.
Climate change could have a material adverse impact on our business operations and that of our clients and customers. Our business and the activities and operations of our clients and customers may be disrupted by global climate change.
Our business and the activities and operations of our clients and customers may be disrupted by global climate change.
See the “Supervision and Regulation—FDIC Insurance” discussion in Item 1. Business of this Form 10-K for additional information related to the FDIC’s deposit insurance assessments applicable to BPPR and PB.
Any future additional increases in FDIC premiums, assessment rates or special assessments may materially adversely affect our results of operations. See the “Supervision and Regulation—FDIC Insurance” discussion in Item 1. Business of this Form 10-K for additional information related to the FDIC’s deposit insurance assessments applicable to BPPR and PB.
The transition to new financial services technology providers, and the replacement of services currently provided to us by Evertec, will be lengthy and complex. 31 Switching from one vendor of core bank processing and related technology and security services to one or more new vendors is a complex process that carries business and financial risks.
Switching from one vendor of core bank processing and related technology and security services to one or more new vendors is a complex process that carries business and financial risks. The implementation cycle for such a transition can be lengthy and require significant financial and management resources from us.
If there are additional bank or financial institution failures, our level of non-performing assets increases, or our risk profile changes or our capital position is impaired, we may be required to pay even higher FDIC premiums. Any future additional increases in FDIC premiums, assessment rates or special assessments may materially adversely affect our results of operations.
We are generally unable to control the amount of premiums or additional assessments that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures, our level of non-performing assets increases, or our risk profile changes or our capital position is impaired, we may be required to pay even higher FDIC premiums.
Cyber-security risks have also been recently exacerbated by the discovery of zero- day vulnerabilities in widely distributed third party software, such as the vulnerability identified in the Apache log4j in December 2021 and in the MOVEit file transfer application in May 2023, which could affect Popular’s or any of its service provider’s systems.
Cyber-security risks have also been recently exacerbated by the discovery of zero-day vulnerabilities in widely distributed third party software, which have in the past affected and in the future could affect Popular’s or any of its service provider’s systems, as further detailed below.

… 78 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

19 edited+1 added−0 removed19 unchanged
Biggest changeThe CSD also manages the Incident Response Program (“IRP”) of the Corporation and is in charge of overseeing, assessing and managing cyber incidents.
Biggest changeThe CRI Profile was produced through public-private collaboration and is a list of assessment questions curated based on the intersection of global regulations and cyber standards, such as the International Standards Organization (ISO) and the NIST. The CSD also manages the Incident Response Program (“IRP”) of the Corporation and is in charge of overseeing, assessing and managing cyber incidents.
Members of the CSD (including the CISO) and FORM Division report on and escalate privacy, IT and cybersecurity risks to management committees, such as the ITCRC, ORCO and ERM Committee, and, if appropriate, to the RMC and the Board of Directors, as required under relevant policies and procedures.
Members of the CSD (including the CISO) and FORM Division report on and escalate cybersecurity, IT and privacy risks to management committees, such as the ITCRC, ORCO and ERM Committee, and, if appropriate, to the RMC and the Board of Directors, as required under relevant policies and procedures.
The Board has also established a Board-level Risk Management Committee (“RMC”), which is responsible for the oversight of the Corporation’s overall risk framework, and assists the Board in the monitoring, review and approval of the policies that measure, limit and manage the Corporation’s risks, including cybersecurity risk.
The Board has also established a Board-level Risk Management Committee (“RMC”), which is responsible for the oversight of the 38 Corporation’s overall risk framework, and assists the Board in the monitoring, review and approval of the policies that measure, limit and manage the Corporation’s risks, including cybersecurity risk.
Prior to that she held positions for 16 years as Operational and IT Risk Director, Head of ERM and Operational Risk, and Chief Information Security Officer for other banks. She also held positions in 41 Internal Audit and IT Management for other industries throughout her career.
Prior to that she held positions for 16 years as Operational and IT Risk Director, Head of ERM and Operational Risk, and Chief Information Security Officer for other banks. She also held positions in Internal Audit and IT Management for other industries throughout her career.
The Corporation also undertakes the below listed additional activities in its effort to maintain regulatory compliance, identify, assess and manage its material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents: ● Conduct tabletop exercises that simulate cybersecurity incidents to raise awareness and enhance Popular’s responsive measures; ● Assess how business and corporate strategies, new products, technology deployments, external events and the evolution of threats impact the Corporation’s information security controls in order to determine if they require any additional resources, technology or processes; ● Discuss cybersecurity risks with law enforcements, peer groups, industry forums and trade associations; 40 ● Provide training to all Popular employees upon hiring and annually thereafter on cybersecurity and customer data handling and use requirements; ● Offer training and awareness campaigns to customers and employees based on their role; ● Conduct phishing simulations for employees, with escalation protocols for employees that fail such tests to enhance awareness and responsiveness to such possible threats; ● Offer learning and development opportunities to employees who handle and manage cybersecurity matters; ● Carry cyber insurance to provide protection against potential losses arising from cybersecurity incidents; and ● Monitor emerging legal and regulatory requirements and implement changes to our processes, policies and statements, as necessary.
The Corporation also undertakes the below listed additional activities in its effort to maintain regulatory compliance, identify, assess and manage its material risks from cybersecurity threats, and to protect against, detect and respond to cybersecurity incidents: 39 ● Conduct tabletop exercises that simulate cybersecurity incidents to raise awareness and enhance Popular’s responsive measures; ● Assess how business and corporate strategies, new products, technology deployments, external events and the evolution of threats impact the Corporation’s information security controls in order to determine if they require any additional resources, technology or processes; ● Discuss cybersecurity risks with law enforcement, peer groups, industry forums and trade associations; ● Provide training to all Popular employees upon hiring and annually thereafter on cybersecurity and customer data handling and use requirements; ● Offer training and awareness campaigns to customers and employees based on their role; ● Conduct phishing simulations for employees, with escalation protocols for employees that fail such tests to enhance awareness and responsiveness to such possible threats; ● Offer learning and development opportunities to employees who handle and manage cybersecurity matters; ● Carry cyber insurance to provide protection against potential losses arising from cybersecurity incidents; and ● Monitor emerging legal and regulatory requirements and implement changes to our processes, policies and statements, as necessary.
She is a Certified Public Accountant that also holds a Juris Doctor degree and Series 7 and Series 27 certifications. She holds the title of Executive Vice President and Chief Security Officer and has been in her role since 2018.
She is a Certified Public Accountant that also holds a Juris Doctor degree and FINRA administered Series 7 and Series 27 certifications. She holds the title of Executive Vice President and Chief Security Officer and has been in her role since 2018.
The CISO has over 25 years of prior work experience in various roles in major financial institutions involving leading top-level cybersecurity governance strategy and initiatives, integrating security governance into the overall business strategy and advising boards of directors on cyber risks and cybersecurity standards. He has been a certified information security professional since 2007.
The CISO has over 26 years of work experience in various roles in major financial institutions involving leading top-level cybersecurity governance strategy and initiatives, integrating security governance into the overall business strategy and advising boards of directors on cyber risks and cybersecurity standards. He has been a certified information security professional since 2007.
Popular leverages the Cyber Assessment Tool (the “CAT”), a tool based on NIST standards and controls developed by the Federal Financial Institutions Examination Council, in order to measure the Corporation’s cybersecurity preparedness and maturity levels. The CAT assessment results are integrated into the overall Information Security Program.
Popular currently leverages the Cyber Assessment Tool (the “CAT”), a tool based on NIST standards and controls developed by the Federal Financial Institutions Examination Council (“FFIEC”), in order to measure the Corporation’s cybersecurity preparedness and maturity levels. The CAT assessment results are integrated into the overall Information Security Program evaluation.
The RMC is also responsible for (i) overseeing the development, implementation and maintenance of the Information Security Program; (ii) approving the Corporation’s risk management program 39 and any related policies and controls; (iii) overseeing the implementation by the Corporation’s management of the Corporation’s risk management program and any related policies, procedures and controls; and (iv) reviewing reports regarding selected topics such as cyber.
The RMC is also responsible for (i) overseeing the development, implementation and maintenance of the Corporation’s information security program (the “Information Security Program”); (ii) approving the Corporation’s risk management program and any related policies and controls; (iii) overseeing the implementation by the Corporation’s management of the Corporation’s risk management program and any related policies, procedures and controls; and (iv) reviewing reports regarding selected topics such as cyber.
He holds a BS with a major in Computer Engineering and an MBA with majors in Finance and Accounting. The FORM Division Manager has over 28 years of experience. She holds the title of Senior Vice President and FORM Division Manager and has been in her role since March 2022.
He holds a BS with a major in Computer Engineering and an MBA with majors in Finance and Accounting. The FORM Division Manager has over 29 years of work experience. She holds the title of Senior Vice President and FORM Division Manager and has been in her role since March 2022.
The Board in turn also receives briefings on cybersecurity matters and risks, including an annual presentation from the Chief Security Officer and the CISO on the Corporation’s information security program (the “Information Security Program”).
The Board in turn also receives briefings on cybersecurity matters and risks, including an annual presentation from the Chief Security Officer and the CISO on the Information Security Program.
He holds the title of CISO and Cybersecurity Division Manager and has been in his role since 2019. The Corporate Risk Management Group operates under the direction of the Chief Risk Officer. The Chief Risk Officer has over 30 years of experience.
He holds the title of CISO and Cybersecurity Division Manager and has been in this role since 2019. 40 The Corporate Risk Management Group operates under the direction of the Chief Risk Officer. The Chief Risk Officer has over 31 years of work experience.
The CSG operates under the direction of the Chief Security Officer. The Chief Security Officer has over 35 years of experience. She has over 10 years of experience in information technology and cybersecurity matters, including the oversight of the Information Security Program and the design and execution of the information security audit plan of the Corporation.
The CSG operates under the direction of the Chief Security Officer. The Chief Security Officer has over 36 years of experience, including over 12 years of professional experience in information technology and cybersecurity matters such as the oversight of the Information Security Program and the design and execution of the information security audit plan of the Corporation.
Prior to that, she served as Senior Vice President and General Auditor of the Corporation from November 2012 to April 2018. Before 2012, she served in various risk related functions of the Corporation.
Prior to that, she served as Senior Vice President and General Auditor of the Corporation from November 2012 to April 2018. Before 2012, she served in various risk related functions of the Corporation and as the Chief Operating Officer and Chief Financial Officer of Popular’s broker dealer business.
Popular performs due diligence on third parties and monitors third parties that have access to its systems, data or facilities that house such systems or data on a periodic basis. Popular’s due diligence determines how often vendor assessments are performed on such third party. Popular also conducts periodic application and vendor assessments for third-party providers and their products.
Popular performs due diligence on third parties and monitors third parties that have access to its systems, data or facilities that house such systems or data on a periodic basis, and based on due diligence results, determines how often vendor assessments are performed on such third party.
As part of its responsibilities, ORCO oversees business continuity matters. The ITCRC and ORCO meet at least quarterly and report on cybersecurity and other matters to the ERM Committee.
As part of its responsibilities, ORCO oversees business continuity matters, as well as operational losses stemming from any cybersecurity or fraud events. The ITCRC and ORCO meet at least quarterly and report on cybersecurity and other matters to the ERM Committee.
Furthermore, Popular requires third parties that have access to its systems, data or facilities that house such systems or data to take a training on cybersecurity at least annually.
Popular also conducts periodic application and vendor assessments for third-party providers and their products. Furthermore, Popular requires third parties that have access to its systems, data or facilities that house such systems or data to take a training on cybersecurity at least annually.
The Information Security Program is based on standards and controls set by the National Institute of Standards and Technology (“NIST”), including the NIST’s Framework for Improving Critical Infrastructure Cybersecurity.
The Information Security Program outlines the Corporation’s overall strategy and governance to protect the confidentiality, integrity and availability of information and prevent access by unauthorized personnel, and is based on standards and controls set by the National Institute of Standards and Technology (“NIST”), including the NIST’s Framework for Improving Critical Infrastructure Cybersecurity.
The CSD develops the Information Security Program, which considers and evaluates risks posed by cybersecurity threats, events and activities impacting the industry and the Corporation. The Information Security Program outlines the Corporation’s overall strategy and governance to protect the confidentiality, integrity and availability of information and prevent access by unauthorized personnel.
The CSD develops the Information Security Program, which considers and evaluates risks posed by cybersecurity threats, events and activities impacting the industry and the Corporation.
Added
In 2025, we will transition to the Cyber Risk Institute (“CRI”) Profile 2.0 assessment framework, following the announcement by the FFIEC of the sunset of the CAT in 2025.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−0 removed3 unchanged
Biggest changeITEM 2. PROPERTIES As of December 31, 2023, BPPR operated 162 branches, of which 68 were owned and 94 were leased premises, and PB operated 40 branches of which 3 were owned and 37 were on leased premises. Also, the Corporation had 576 ATMs operating in Puerto Rico, 23 in the Virgin Islands and 100 in the U.S. Mainland.
Biggest changeITEM 2. PROPERTIES As of December 31, 2024, BPPR operated 162 branches, of which 68 were owned and 94 were leased premises, and PB operated 40 branches of which 3 were owned and 37 were on leased premises. Also, the Corporation had 579 ATMs operating in Puerto Rico, 24 in the Virgin Islands and 99 in the U.S. Mainland.
Ponce de León 167 Building, a five-story office building located in Hato Rey, Puerto Rico. U.S. & British Virgin Islands BPPR Virgin Islands Center, a three-story building located in St. Thomas, U.S. Virgin Islands. Popular Center -Tortola, a four-story building located in Tortola, British Virgin Islands.
Ponce de León 167 Building, a five-story office building located in Hato Rey, Puerto Rico. U.S. & British Virgin Islands BPPR Virgin Islands Center, a three-story building located in St. Thomas, U.S. Virgin Islands. Popular Center -Tortola, a four-story building located in Tortola, British Virgin Islands. 41 ITEM 3.
Added
LEGAL PROCEEDINGS For a discussion of Legal proceedings, see Note 23, “Commitments and Contingencies”, to the Consolidated Financial Statements in this Form 10-K.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

12 edited+7 added−1 removed8 unchanged
Biggest changeThe cumulative total stockholder return was obtained by dividing (i) the cumulative amount of dividends per share, assuming dividend reinvestment since the measurement point, December 31, 2018, plus (ii) the change in the per share price since the measurement date, by the share price at the measurement date. 44 Comparison of Five-Year Cumulative Total Return (TSR) Assumes all dividends were reinvested Base Year: December 31, 2018 = $100 (1) Unless Popular specifically states otherwise, this Stock Performance Graph shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Biggest changeComparison of Five-Year Cumulative Total Return (TSR) Assumes all dividends were reinvested Base Year: December 31, 2019 = $100 (1) Unless Popular specifically states otherwise, this Stock Performance Graph shall not be deemed to be incorporated by reference and shall not constitute soliciting material or otherwise be considered filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Popular’s Preferred Stock issued and outstanding at December 31, 2023 consisted of: ● 885,726 shares of 6.375% non-cumulative monthly income Preferred Stock, Series A, no par value, liquidation preference value of $25 per share. All series of Preferred Stock are pari passu. Dividends on each series of Preferred Stock are payable if declared by our Board of Directors.
Popular’s Preferred Stock issued and outstanding at December 31, 2024 consisted of: ● 885,726 shares of 6.375% non-cumulative monthly income Preferred Stock, Series A, no par value, liquidation preference value of $25 per share. All series of Preferred Stock are pari passu. Dividends on each series of Preferred Stock are payable if declared by our Board of Directors.
Upon the final settlement of the March ASR Agreement, the Corporation received an additional 1,582,922 shares of common stock. The Corporation repurchased a total of 5,066,864 shares at an average purchase price of $78.9443, which were recorded as treasury stock by $440 million under the March ASR Agreement.
Upon the final settlement of the March ASR Agreement, the Corporation received an additional 1,582,922 shares of common stock. The Corporation repurchased a total of 5,066,864 shares at an average purchase price of $78.94, which were recorded as treasury stock by $440 million under the March ASR Agreement.
Monthly dividends on the Preferred Stock amounted to a total of $1.4 million for the year 2023. There can be no assurance that any dividends will be declared on the Preferred Stock in any future periods.
Monthly dividends on the Preferred Stock amounted to a total of $1.4 million for the year 2024. There can be no assurance that any dividends will be declared on the Preferred Stock in any future periods.
The 2020 Incentive Plan replaced the Popular, Inc. 2004 Omnibus Incentive Plan, which was in effect prior to the adoption of the 2020 Incentive Plan. As of December 31, 2023, the maximum number of shares of 43 common stock remaining available for future issuance under this plan was 3,144,461.
The 2020 Incentive Plan replaced the Popular, Inc. 2004 Omnibus Incentive Plan, which was in effect prior to the adoption of the 2020 Incentive Plan. As of December 31, 2024, the maximum number of shares of common stock remaining available for future issuance under this plan was 2,896,568.
Preferred Stock Popular has 30,000,000 shares of authorized Preferred Stock that may be issued in one or more series, and the shares of each series shall have such rights and preferences as shall be fixed by the Board of Directors when authorizing the issuance of that particular series.
The last sales price for the Common Stock on that date was $100.41 per share. 42 Preferred Stock Popular has 30,000,000 shares of authorized Preferred Stock that may be issued in one or more series, and the shares of each series shall have such rights and preferences as shall be fixed by the Board of Directors when authorizing the issuance of that particular series.
Dividend Reinvestment and Stock Purchase Plan Popular offers a dividend reinvestment and stock purchase plan for our stockholders that allows them to reinvest their dividends in shares of the Common Stock at a 5% discount from the average market price at the time of the issuance, as well as purchase shares of Common Stock directly from Popular by making optional cash payments at prevailing market prices.
Dividend Reinvestment and Stock Purchase Plan Popular offers a dividend reinvestment and stock purchase plan (the “Plan”) for our shareholders that allows them to reinvest their dividends in shares of the Common Stock at a 5% discount from the average market price at the time of the issuance.
Purchases of Equity Securities The following table sets forth the details of purchases of Common Stock by the Corporation during the quarter ended December 31, 2023: Issuer Purchases of Equity Securities Not in thousands Period Total Number of Shares Purchased [1] Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs October 1 – October 31 174 $62.92 - - November 1 – November 30 - - - - December 1 – December 31 498 67.95 - - Total December 31, 2023 672 $66.65 - - [1] Includes 174 and 498 shares of the Corporation's common stock acquired by the Corporation during October and December 2023, respectively, in connection with the satisfaction of tax withholding obligations on vested awards of restricted stock or restricted stock units granted to directors and certain employees under the Corporation’s Omnibus Incentive Plan.
Purchases of Equity Securities The following table sets forth the details of purchases of Common Stock by the Corporation during the quarter ended December 31, 2024: Issuer Purchases of Equity Securities Not in thousands Period Total Number of Shares Purchased [1] Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs [2] Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs [2] October 1 – October 31 354,933 $96.23 353,811 $407,182,276 November 1 – November 30 549,290 95.60 549,290 354,669,382 December 1 – December 31 754,336 95.48 754,223 282,659,169 Total December 31, 2024 1,658,559 $95.68 1,657,324 $282,659,169 [1] Includes 1,122 and 113 shares of the Corporation's common stock acquired by the Corporation during October and December 2024, respectively, in connection with the satisfaction of tax withholding obligations on vested awards of restricted stock or restricted stock units granted to directors and certain employees under the Corporation’s Omnibus Incentive Plan.
As of February 27, 2024, Popular had 6,564 stockholders of record of the Common Stock, not including beneficial owners whose shares are held in record names of brokers or other nominees. The last sales price for the Common Stock on that date was $84.07 per share.
As of February 27, 2025, Popular had 6,100 stockholders of record of the Common Stock, not including beneficial owners whose shares are held in record names of brokers or other nominees.
The Common Stock ranks junior to all series of Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding up of Popular.
During 2024, the Corporation declared cash dividends in the total amount of $2.56 per common share outstanding, for an aggregate amount of $183.9 million. The Common Stock ranks junior to all series of Preferred Stock as to dividend rights and rights on liquidation, dissolution or winding up of Popular.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Popular’s Common Stock is traded on the Nasdaq Global Select Market under the symbol “BPOP”. 42 During 2023, the Corporation declared cash dividends in the total amount of $2.27 per common share outstanding, for an aggregate amount of $163.7 million.
ITEM 4. MINE SAFETY DISCLOSURE Not applicable. PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Popular’s Common Stock is traded on the Nasdaq Global Select Market under the symbol “BPOP”.
The acquired shares of common stock were added back to treasury stock. Equity Compensation Plans For information about our equity compensation plans, refer to Part III, Item 12.
As of December 31, 2024, the Corporation repurchased 2,256,420 shares of common stock for $217.3 million at an average price of $96.32 per share, under the previously announced share repurchase authorization. Equity Compensation Plans For information about our equity compensation plans, refer to Part III, Item 12.
Removed
ITEM 4. MINE SAFETY DISCLOSURE Not applicable. PART II ITEM 5.
Added
During the year ended December 31, 2024, the Corporation repurchased 2,256,420 shares of common stock for $217.3 million, at an average price of $96.32 per share. These actions resulted from a common stock repurchase authorization of up to $500 million announced on July 24, 2024.
Added
The Corporation’s planned common stock repurchases may be executed in open market transactions, privately negotiated transactions, block trades or any other manner determined by the Corporation.
Added
The timing, quantity and price of such repurchases will be subject to various factors, including market conditions, the Corporation’s capital position and financial performance, the capital impact of strategic initiatives and regulatory and tax considerations.
Added
The common stock repurchase program does not require the Corporation to acquire a specific dollar amount or number of shares and may be modified, suspended or terminated at any time without prior notice.
Added
Under the Plan, shareholders may also purchase shares of Common Stock at prevailing market prices by making optional cash payments.
Added
The acquired shares of common stock were added back to treasury stock. 43 [2] As part of its capital plan, in July 2024, the Corporation announced plans to repurchase up to $500 million in common stock and repurchases began in August 2024.
Added
The cumulative total stockholder return was obtained by dividing (i) the cumulative amount of dividends per share, assuming dividend reinvestment since the measurement point, December 31, 2019, plus (ii) the change in the per share price since the measurement date, by the share price at the measurement date.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information regarding the market risk of our investments appears under the caption “Risk Management”, on page 84 within Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information regarding the market risk of our investments appears under the caption “Risk Management”, on page 80 within Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-K.

Other BPOPM 10-K year-over-year comparisons