UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form
 [X]

 ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
 For the Fiscal Year Ended
 Or
 [ ]

Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 Commission File Number:

 001-34084
 Incorporated in the Commonwealth of
 IRS Employer Identification No.
 66-0667416
 Principal Executive Offices
 209 Mu oz Rivera Avenue
 Hato Rey
,
 00918
 Telephone Number: (
)
 765-9800

 Securities registered pursuant to Section 12(b)
of the Act:
 Title of each class
 Trading Symbol(s)
 Name of each exchange on which
 registered
 Common Stock ($0.01 par value)
 BPOP
 The
 Nasdaq Global Select Stock Market
 6.125% Cumulative Monthly Income Trust Preferred
 Securities
 BPOPM
 The
 Nasdaq Global Select Stock Market
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT:

 None
 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes

X No
.
 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section
15(d) of the Act. Yes

 No

X.
 Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by
Section 13 or 15(d) of the Securities
 Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the
registrant was required to file such reports),
and
 (2) has been subject to such filing requirements for the past
90 days.
 Yes

X No
.

 Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required
to be submitted pursuant to
 Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such
shorter period that the registrant was
 required to submit such files).
 Yes

X No
.
 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
 company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting
company"
 and "emerging growth company" in Rule 12b-2 of
the Exchange Act.
 Large accelerated filer

[X]
 Accelerated filer [
]
 Non-accelerated filer [
]
 Smaller reporting company
 [ ]
 Emerging growth company
 [ ]
 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended
transition period for
 complying with any new or revised financial accounting
standards provided pursuant to Section 13(a)
of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of
 its internal
financial reporting
under Section
404(b) of
the Sarbanes-Oxley Act
(15 U.S.C.
7262(b)) by
the registered
 accounting firm that prepared or issued its audit
report.
 [X]
 If securities are registered
pursuant to Section 12(b)
of the Act, indicate
by check mark whether
the financial statements of
the registrant
 included in the filing reflect the correction of an
error to previously issued financial statements.

 Indicate
by
check
mark
whether any
of
those
error
corrections
are
restatements
that
a
of
incentive-based
 compensation received by any of the registrant's executive
officers during the relevant recovery period pursuant to
§240.10D-1(b).

 Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the
Act). Yes
No
 X

 As of June 30, 2024, the aggregate market
value of the Common Stock held by non-affiliates of Popular, Inc. was approximately
$
 6.3
 billion based upon the reported closing price of $88.43
on the Nasdaq Global Select Market on that
date.

 As of February 27, 2025, there were
 69,606,726

shares of Popular, Inc.'s Common Stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE
 Portions of Popular,
Inc.'s definitive proxy
statement relating to the
2025 Annual Meeting
of Stockholders of Popular,
Inc. (the "Proxy
 Statement") are incorporated herein by reference in response to Items 10 through
14 of Part III. The Proxy Statement will be
filed with
 the Securities and Exchange Commission (the "SEC")
on or about March 25, 2025.

 Forward-Looking Statements
 This
Form
10-K contains
"forward-looking statements"
meaning
of
the
U.S. Private
Securities Litigation
Reform Act
of
 1995,
including,
limitation,
about
(the
"Corporation,"
"Popular,"
"we,"
"us,"
"our")
 financial condition, results
of operations, plans,
objectives and future
performance. These statements
guarantees of future
 performance,
are
based
on
and,
by
their
nature,
involve
uncertainties,
and
 assumptions. Potential
factors, some
of which
are beyond
control, could
cause actual
results to
differ materially
 from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include without limitation the effect
 of competitive and
economic factors, and our
reaction to those factors,
the adequacy of
the allowance for loan
losses, delinquency
 trends, market
risk and
rate changes
(including on
our cost
of deposits),
capital markets
conditions, capital
and
and
the
of
legal
and
and
new
on
the
and results
All statements
contained herein
that
clearly
historical in
nature are
forward-
 looking, and the words "anticipate," "believe," "continues,"
"expect," "estimate," "intend," "project" and similar expressions
and future
 or conditional verbs
"will," "would," "should,"
"could," "might," "can,"
"may" or similar
expressions are
generally intended to
 identify forward-looking statements.
 Various factors, some of which
are beyond Popular's control, could cause actual results to differ materially from those expressed in,
 or implied by, such forward-looking statements. Factors that might cause such a
difference include, but are not limited to:

the
rate
of
or
decline
in
the
and
employment
levels,
as
well
as
and
in
the
areas
we
serve
and,
in
particular,
in
the
Commonwealth
of
Rico
(the
 "Commonwealth" or "Puerto Rico"), where a significant
portion of our business is concentrated;

economic conditions,
including high
of
inflation, that
housing
prices, the
job
market,
 consumer confidence
and spending
habits which
may affect
in turn,
among other
things, our
non-performing
 assets, charge-offs and provision expense;

changes in interest rates and market liquidity,
which may reduce interest margins, impact funding sources, reduce loan
 originations, affect
our ability
to originate
and distribute
financial products
primary and
secondary markets
and
 impact the value of our investment portfolio and
our ability to return capital to our shareholders;

the
of
bank
failures
or
developments
at
other
banks
and
negative
media
coverage
of
the
 banking industry in general on investor and depositor
sentiment regarding the stability and liquidity of
banks;

the impact of the current fiscal and economic challenges of Puerto Rico and
the measures taken and to be taken by the
Rico
and
the
Federally-appointed
board
on
the
economy,
our
and
our
 business;

the
public sector
deposits held
at
the Corporation,
whose future
balances are
uncertain and
 difficult
to
predict
and
may
be
by
such
as
the
of
funds
by
the
P.R.
and
the
rate
of
expenditure
of
such
funds,
as
well
as
the
and
cash
 management practices of the Puerto Rico Government
and its instrumentalities;

unforeseen or
catastrophic events,
including extreme
weather events
hurricanes and
other natural
disasters,
 man-made disasters, acts of violence or war or
pandemics, epidemics and other health-related
crises, or the fear of any
 such event
occurring, any of
which could cause
adverse consequences for
our business, including,
but not
limited to,
 disruptions in our operations;

our ability to
achieve the expected
benefits from our
transformation initiative, including
our ability to
achieve projected
 earnings, efficiencies and
return on tangible
common equity and
accurately anticipate costs
and expenses associated
 therewith;

the fiscal and monetary policies of the federal government
and its agencies;

bank regulatory
and supervisory
policies, including
required levels
of
capital, liquidity,
resolution-
 related requirements and the impact of other proposed
capital standards on our capital ratios;

changes in and uncertainty regarding federal
funding, tax and trade policies,
and rulemaking, supervision, examination
 and enforcement priorities of the current federal
administration;

increases
to
or
("FDIC")
assessments,
such
as
the
special
 assessment implemented
FDIC to
recover the
losses to
the deposit
insurance fund
("DIF") resulting
 receiverships of Silicon Valley Bank and Signature Bank;

regulatory approvals
that may
be necessary
to undertake
certain actions
or consummate
strategic transactions,
such
 as acquisitions and dispositions;

the
relative strength
or
weakness
of
the
consumer and
commercial credit
sectors
and
of
the
real
estate markets
in
 Puerto Rico and the other markets in which
our borrowers are located;

a deterioration in the credit quality of our
clients, customers and counterparties;

the performance of the stock and bond markets;

competition in the financial services industry;

possible legislative, tax or regulatory changes;

a failure
in or
breach of
our operational
or security
systems or
infrastructure or
those of
Evertec, Inc.,
our provider
of
 core financial
transaction processing and
information technology services,
or of
third parties
providing services
to us,
as
a
of
cyberattacks, e-fraud,
denial-of-services and
computer intrusion,
that
might result
in,
among
 other
loss
or
breach
of
data,
disruption
of
reputational
damage
or
costs
to
 Popular;

changes in market rates and prices which may
adversely impact the value of financial assets
and liabilities;

potential judgments,
claims, damages,
penalties, fines,
enforcement actions
and
reputational damage
resulting from
 pending or future litigation and regulatory or government
investigations or actions;

changes in accounting standards, rules and interpretations;

our ability to grow our core businesses;

decisions to downsize, sell or close branches or business
units or otherwise change our business mix;
and

management's ability to identify and manage these and
other risks.
the outcome
legal and
regulatory proceedings, as
discussed in
"Part I,
Item 3.
Legal Proceedings,"
is inherently
 uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. Investors should refer to
 "Part I, Item 1A" of this Form 10-K for a discussion
of certain risks and uncertainties to which
the Corporation is subject.
 All forward-looking
statements included
Form 10-K
upon information
Popular as
this
 Form 10- K, and other than as required by law,
including the requirements of applicable securities laws, we assume no obligation to
 update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date

 of such statements.

 Page
 Item 1
 Business
 Item 1A
 Risk Factors
 Item 1B
 Unresolved Staff Comments
 Item 1C
 Cybersecurity
 Item 2
 Properties
 Item 3
 Legal Proceedings
 Item 4
 Mine Safety Disclosures
 Item 5
 Market for Registrant's Common Equity, Related Stockholder Matters and
 Issuer Purchases of Equity Securities
 Item 6
 [Reserved]
 Item 7
 Management's Discussion and Analysis of Financial Condition
and Results of
 Operations
 Item 7A
 Quantitative and Qualitative Disclosures About Market
Risk
 Item 8
 Financial Statements and Supplementary Data
 Item 9
 Changes in and Disagreements with Accountants
on Accounting and Financial
 Disclosure
 Item 9A
 Controls and Procedures
 Item 9B
 Other Information
 Item 9C
 Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
 Item 10
 Directors, Executive Officers and Corporate Governance
 Item 11
 Executive Compensation
 Item 12
 Security Ownership of Certain Beneficial Owners
and Management and
 Related Stockholder Matters
 Item 13
 Certain Relationships and Related Transactions, and Director
Independence
 Item 14
 Principal Accountant Fees and Services
 Item 15
 Exhibits and Financial Statement Schedules
 Item 16
 Form 10-K Summary

 PART I POPULAR, INC.
 ITEM 1. BUSINESS

 General:
is
a diversified,
publicly-owned financial
holding company,
registered under
the Bank
Holding Company
Act
of
1956, as
 amended (the "BHC Act"), and subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the
 "Federal Reserve Board"). 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. 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.
 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. BPPR's deposits are
insured under the Deposit Insurance Fund ("DIF") of
 the
Corporation ("FDIC").
The
of
BPPR
are
based
in
Rico,
 where BPPR has the largest retail banking franchise.

Mainland
States:
We
retail,
and
our
New
York-chartered
 banking subsidiary,
Popular Bank ("PB" or
"Popular U.S."), which has
branches in New York,
New Jersey and Florida;
 as investment and
insurance services, and commercial
direct financing leases through
specialized subsidiaries. PB's deposits
 are insured under the DIF of the FDIC.

BPPR
also
conducts
in
the
U.S.
Islands,
the
British
Islands
and
New
York.
In
to
 BPPR's commercial
banking operations
in New
York
that include
direct loan
origination and
participating loans
originated by
 PB,
BPPR
offers
or
holds
on
a
National
scale
in
the
U.S.
market,
loans
previously
 originated under
the E-Loan
brand, purchased
personal loans
originated by
third parties,
and
gathering insured
institutional
 deposits via online deposit gathering platforms. In the U.S. and British
Virgin Islands, BPPR offers a range of banking products,
 including loans and deposits to both retail and
commercial customers.
 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
 Consolidated Financial Statements included in this
Form 10-K.
 Lending Activities
 We concentrate our lending activities in the following areas:
 (1) Commercial. Commercial loans are comprised of (i) commercial and industrial ("C&I") loans and leases to commercial
 for use in normal
business operations and to finance
working capital needs, equipment purchases or
other projects, (ii) commercial
 real
("CRE")
loans
(excluding
loans)
for
income-producing real
properties
as
well
as
owner-occupied
 properties,
and (iii)
multifamily loans with
residential buildings with
five or
more living
units. C&I loans
are underwritten individually
 and usually secured with the assets of the company and
the personal guarantee of the business owners. CRE
loans consist of loans
 for income-producing
properties and
the financing
of owner-occupied
facilities if
there is
as collateral.
Non-
 owner-occupied CRE
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.
Multifamily loans, in
 cases, result from the conversion of the
Bank's construction financing to permanent financing and are repaid
through the cash flow,
 sale or refinance of the properties.

 (2) Mortgage. Mortgage
loans include residential
mortgage loans to
consumers for the
purchase or refinancing
of a
residence and
 also include residential construction loans made
to individuals for the construction of refurbishment
of their residence.

 (3) Consumer.
Consumer loans
are mainly
comprised of
unsecured personal
loans, credit
cards, and
automobile loans,
and to
a
 lesser extent home equity lines of credit ("HELOCs")
and other loans made by banks to individual
borrowers.

 (4) Construction. Construction loans are CRE loans to companies,
community or homeowners' associations, or developers used for
 the construction of a commercial or residential property for which repayment will be generated by the sale or permanent financing of
 the property.
Our construction loan
portfolio primarily consists
of retail, residential
(land and condominiums),
office and warehouse
 product types.

 (5) Lease Financings. Lease financings are offered by
BPPR and are primarily comprised of automobile loans/leases made through
 automotive dealerships.
 Business Concentration
 Since our
business activities
are currently concentrated
primarily in
our results
of operations
and financial
 condition are dependent upon the general trends of
the Puerto Rico economy and, in particular,
the residential and commercial real
 estate markets. The concentration of our
operations in Puerto Rico exposes us
to greater risk than other
banking companies with a
 wider
base.
Our
asset
and
revenue
composition
by
geographical
area
is
in
Note
to
the
 Financial Statements included in this Form 10-K.
 Our loan portfolio is diversified by loan category.
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
 real estate. The table below presents the distribution
of our loan portfolio by loan category at
December 31, 2024.
 Loan category
 (Dollars in millions)
 BPPR
 %
 PB
 %
 POPULAR
 %
 $308
 $2,092
 $2,400

 3,247
 2,117
 5,364

 1,376
 1,782
 3,158
 5,347
 2,395
 7,742
 1,051
 1,263
 6,810
 1,304
 8,114
 1,926
 -
 -
 1,926

 1,218
 -
 -
 1,218

 -
 -

 1,750
 1,855

Auto
 3,823
 -
 -
 3,823

Other
 -
 Total
 $26,179
 $10,929
 $37,108
 Except for the Corporation's exposure to the Puerto Rico and U.S. Governments, no individual or single group of related accounts is
 considered material
in relation
to our
total assets
or deposits,
or in
relation to
our overall
business.
For a
discussion of
our loan,
 investment,
and
and
our
to
the
of
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.
Administration
and
Policies
from our
loan portfolios
is our
principal source
of revenue.
Whenever we
make loans,
we expose
ourselves
to

risk.
risk
is
controlled
and
monitored
asset
management,
the
use
of
thorough
of
and through
asset quality
administration.
 Business
that
expose
us to
risk are
managed
the
Board
of Director's
Risk Management policy,
 and the Credit Risk Tolerance
Limits policy,
which establishes
that
consider
such
as maintainin
g
a prudent
 of risk-taking
across
diversified
risk types
and business
units,
with regulator
y
guidance,
and
controlling
the
 to lower
 We maintain
credit policies
for all lines of
business in order
to mitigate credit
risk. Our credit
are
 approved by
our Board
of Directors.
These policies set
forth,
among
other
 the objectives, scope and
responsibilities of the
management cycle.
Our
written
and
for
monitoring
and
loan
and
prompt
identificatio
n
and
quantificatio
n
of
asset
deterioration
or
 loss
 to provide for the adequacy of the allowance for credit losses. These written procedures establish various approval and lending
 limit levels,
ranging

from
bank
branch
or departmen
t
officers
to managerial
and senior
levels.
Approval
are
amount, type
of loan and
risk characteristics
of the credit
facility.
 Our
and
documentation
for
each
loan
and
type,
 when
applicable,
the
underwriting,
closing
and
monitoring
phases.
For
and
the
loan
process,
the
require,
at
a
minimum,
historical
or
tax
of
the
 borrower,
an analysis
of financial
contained
in
a
approval
package,
a
risk
and
reports
 from
and appraisal
s
for
real
estate-related
loans when applicable
.
The credit
also
set
forth
the
 closing
documentation
depending
loan
type.
we originat
e
most
loans
internally
in both
the
Rico
and mainlan
d
markets,
we
 occasionally
or
participate
in
loans
by
other
institutions.
When
we
or
participate
in
 loans
by
others,
we
the
same
of
the borrower
s
and apply
the
same
criteria
as we do
 for
loans
by us. This also
a review
legal
documentation.

 Refer
to
the
Risk
of
the
MD&A
in
this
Form
for
to
 committees and divisions with responsibilities for establishing
policies and monitoring the Corporation's credit risk.
 Loan
extensions
,
renewals
and restructurings
 Loans with
satisfactory
credit profiles
can be
extended, renewed
or restructured
.
Some commercia
l
loan facilities
are
 structured
as lines
of credit, which
are mainly
one year
in term
and therefore
are required
to be renewed
annually.
Other
 may be restructure
d
or extended
from time
to time based
upon changes
borrower's
needs,
use
of
funds,
timing
 of
completion
of
projects
and
other
factors.
If
the
is
not
to
have
,
extensions,
renewals
 and restructurings
are done
normal
course
of busines
s
loans
to be recorde
d
as performing.
 We
evaluate
to
if
a
is
difficulties.
Indicators
that
the
is
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
the modification
;
(ii)

 the
has declare
d
or is in
the
of declarin
g
bankruptcy;
(iii)
there
is significan
t
doubt
as to
the
 will
to
be
a
going
concern;
(iv)
the
has
that
have
been
delisted,
are
in
the
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
capabilities
,
the
forecasts
that
its
entity-specifi
c
cash
flows
will
be
insufficien
t
to
the
 debt
(both
and
principal)
in
with
the
terms
of
the
existing
maturity;
and
 (vi)
absent
the
modification,
the
cannot
obtain
funds
from
other
than
the
existing
creditors
at
an
rate
equal to the current market
rate for similar
debt for a non-troubled
debtor.
 We
have
specialized
workout
officers
who
handle
the majority
of
loans
that
are
past
due
days
and
 over,
,
and loans
that
are considered
problem loans
their risk
profile. As
a
policy,
we
do
not
advance
money
to
who
have
loans
that
are
days
past
due
or
over.
In
and
exceptions
may
be approved
under
circumstances,
(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
or
maximize
or
mitigate
losses;
and
(iii)
with
to
that,
although
ownership,
are
not
cross
 defaulted
nor
cross-collateralized
and
are
performing
satisfactorily
under
their
loan
facilities.
Such
advances
are
 underwritten
and
our
guidelines
and
limits,
which
are
on
the
borrower's
and guarantee,
among
 In addition
to the legal
lending limit
established under
state banking
law, discusse
d
in detail
below,
that
expose the
Corporation to
risk
are managed
guidelines described
Risk Tolerance
Limits
 policy.
Limits are defined for
loss and credit
performance metrics, portfolio composition and
concentration, and industry and
name-
 level,
 which
 monitors
concentration
to
a
or
a
group
of
borrowers,
based
on industr
y
or other
criteria,
such
as a percentage
banks'
capital.
 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
in
which
we
operate
is
competitive.
In
Rico,
our
primary
market,
the
is
with
to
originatin
g
acquiring
and
other
 services.
Most
of
our
competitio
n
for
our
and
comes
from
banks and
credit unions.
 The
for
BPPR
locally
based
banks
and
a
few
large
U.S.
and
foreign
banks
with
 operations in Puerto Rico.

 We
also
with
specialized
players
in th
e
local
that
are
not subjec
t
to
the
same
as domestic
banks
and bank holdin
g
Those
brokerage
firms,
automobile
and
local
and
unions
(locally
known
as
 "cooperativas"),
credit car
d
institutional
lenders,
and non-financia
l
and entities.
unions
basic consume
r
services and collectively
represent a
 portion of the
market with
a lower cost structure
and fewer regulatory
constraints.
 In
the
we
to
face
substantial
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.
 In both
United States,
the primary
factors in
competing
for business
pricing,
convenience
 of branch
locations
delivery
methods,
range of
products offered,
service delivered.
We must
 effectively
along
all
these
parameters
to
be
successful.
We
pressure
as
some
of
our
seek
to
share
by
reducing
for
or
the
rates
charged
on
increasing
the
rates
offered
on
or offering
more flexible
terms. Increased
competition
could require
the rates
offered
on deposits
and
 lower the rates
charged on loans,
which could adversely
affect our profitability.
 Economic
along
with
legislative
and
technological
changes,
have
an
ongoing
on
the
 environment
the financia
l
industry.
We work
to anticipat
e
and adap
t
to dynamic
 through developing
and marketing
innovative
and services,
adopting
or developin
g
new technologie
s
that
differentiat
e
 our products
and
cross-marketing,
or
personalized
services.
We
strive
to
distinguish
ourselves
 from
other
banks
and
providers
in our
marketplace
by providin
g
a high
level
of service
to enhance
 loyalty
and to attrac
t
and retain
business.
we can
no assurance
as
to
the
of
these
efforts
on
 our
or
of
and
as
to
our
continued
to
anticipate
and
adapt
to
changing
and
to
sufficientl
y
improve
our
and/or
products,
in
order
to
successfully
in
our
primary
areas.
 Transformation Initiatives:

 The
launched
a significant,
multi-year,
broad-based
technological
and
transformation
the
 second
half
of
2022
which
continued
2024.
The
needs
and
of
our
as
well
as
the
 landscape,
have evolved,
compelling
us to
make important
in our
technological
infrastructure
and adopt
more agile
 practices.
2024,
the
made
meaningful
progress
in
the
modernization
of
our
channels
and
 enhancement
of
our
customers'
experience.
The
believes
these
will
in
an
digital
for
our
as
well
as
better
and
more
efficient
for
our
and
make
us
a more
 efficient
and
profitable
company.
The
had
anticipated
to
reach
a target
of
14%
on
 (ROTCE)
by
the
fourth
of
2025.
due
to
a
variety
of
drivers,
the
of
the
shift
to
higher-cost
in
2024,
and
lower
than
loan
in
the
U.S.,
the
now
expects
to
achieve
at
least
a
12%
 ROTCE by the
end of 2025.
Our technology
and business
transformation
will be a
priority for
over the
 next years.
the Overview
of Management's
Discussion
and Analysis
Form 10-K
for information
 on recent significant
events that have
impacted or
will impact our
current and future
 Human Capital Management
seeks
to
embody
our
purpose
of "putting
people
center
of progress"
throughout
its human
 Attracting,
developing
and
retaining
top
talent
in
an
environment
that
promotes
wellness,
inclusion,
respect,
learning
and
 transparency
are fundamental
pillars
long-term
strategy.
As of
had 9,406
none
 of whom were
represented
by a collective
bargaining group.
 Nurturing Well
-Being: Employee
Health & Financial
believes
that
the
and
wellness
of
our
is
essential
to
effectively
serve
our
and
 contribute
positively
communities
where we
operate.
Our health
and wellness
program includes
health, pharmacy,
vision
 and dental
insurance,
as other
wellness
initiatives.
Our programs
seek to
ensure that
healthcare
is both
accessible
and
 affordable
for our
with Popular
covering
up to
80% of
premiums,
a figure
that
surpasses
regional
 benchmarks.
In
2024,
we
prioritized
mental
by
emphasizing
the
importance
of
addressing
our
employees'
emotional
 needs
and
launching
an
campaign
featuring
short
videos
on
wellness.
We
also
valuable
on
the
 importance
of
sleep
hygiene.
the
promotes
and
wellbeing
by
encouraging
 physical
exams and
maintaining
a health
and wellness
center
at its
Rico-based
offices
staffed
with healthcare
 providers,
where
can
complete
their
physical
exam,
receive
acute
care
or visit
a nutritionist
or
psychologist
free
of
 charge. Our health
and wellness center
received over
15,561 visits
from employees
during 2024.

also seeks
to foster
work-life
balance by
paid time
off benefits
to our
including community
 leave,
paid
parental
leave
and
flexible
work
arrangements.
Our
hybrid
work
model,
accessible
to
half
of
our
 workforce,
underscores our
commitment to
flexible work
environments.
we continuously
offer activities
and workshops
 centered on
physical fitness
and personal financial

a 401(k)
savings
and investment
plan, in
which
98% of
participate.
matches
$0.50
 for every
dollar
the employee
contributes
401(k)
plan,
up to
8% of
their
salary.
offers
a profit
-sharing
 plan,
contingent
upon
the
achievement
of
pre-set
goals,
to
align
with
its
collective
 success.
The
profit-sharing
plan
allows
to
receive
up to
8%
of
their
eligible
(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
plan
 account.
regularly
employees'
base
to
better
with
the
salaries
paid
in
 similar positions
in other companies.
In 2024, we
invested more than
$13 million in
enhancing our
employees' compensation.

 Empowering Growth:
Our Commitment
to Talent
Developmen
 t
 We
are committed
to fostering
the continuous
and upskilling
and
believe
this
is fundamental
to
 maintaining
our
edge.
Towards
that
end,
opportunities
aimed
at
strengthening
our
 employees'
knowledge,
abilities
and skills
to support
their
growth which,
in turn,
seeks
to enhance
 strategies
and
organizational
competencies.
Our
40,000
square
foot
Development
Center
in
San
Juan,
Rico
and
our
 satellite
in New
York,
South Florida,
and the Virgin
Islands offer
year-round
training sessions,
and workshops.
 More than
4,100 employees
participated
in corporate
academy voluntary
courses, new
employee orientations,
health coordinator
 certifications,
and manager
onboarding
courses.
These courses
offer
instructor-led
training
experiences
for employees
to learn
 and
apply
core
and
technical
skills.
Our
commitment
to
continuous
learning
is
supported
by
offering
our
 employees access
to Linked In
Learning, which
provides an extensive
library of
over 16,000 e-learning
courses.

 Our
focus
on
training
and
has
opportunities
to
our
workforce.
As
a
result,
the
internal mobility
rate in 2024
was 44%. This
included employees
who applied
or were selected
for vacancies,
were
 promoted,
or
had
lateral
movements.
we
continued
strengthening
key
skills
across
accelerated
focused
on
data
science,
analytics,
excellence
and
2024,
we
engaged
 participants
in such
programs,
advancing
the organization's
talent.
In 2024,
also strategically
aligned
appraisals
with
the
cultural
framework,
by
transitioning
to
evaluate
our
new
and
behaviors
 instead
of
organizational
competencies.
This
shift
supports
the
of
a
culture
that
prioritizes
the
core
 values and desired
behaviors.

 Our
organizational
strategy
was
crucial
in
enhancing
organizational
targeted
initiatives.
By
 implementing
like
assessments,
team
integration
activities,
new manager
integration
facilitations,
and team
alignment
 sessions, we
aim to cultivate
a cohesive and
adaptable workforce.
 Enhancing Leadership
Continuity through
Strategic Succession
Planning
 Popular's business
strategy further
takes into
account succession
planning to
ensure effective
leadership transitions.
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
Program
to
identify
high-potential
and
high-performing
managers,
 them with learning
opportunities
to enhance their
skills and prepare
them for senior
management positions.
 Employee Experience
aims
to provide
an exceptional
that
inspires
our employees
to
deliver
to
our
and
communities.
We
recognize
the
dynamic
nature
of
our
employees'
needs
and
and
have
a robust
 approach
to
measuring
and
understanding
their
journey.
Our
engagement
and
survey
 biannual
pulse surveys,
an annual
complete
survey,
and additional
surveys
that measure
the end-to-end
journey.
We
 believe
that
these
insights
contributed
to
our
to
a
stable
turnover
rate
at
8.6%
as
of
the
end
of
2024.
our employee
efforts
are reflected
in an
loyalty
score
of 81%,
which
positions
us above
the
 50th percentile
of the Qualtrics
global benchmark
and above the
average benchmark
of the financial
industry.
 Board Oversight
in Human Capital
 The
Talent
and
of
the
Board
of
Directors
has
responsibility
for
the
human capital
As part
responsibilities,
the Talent
and Compensation
reviews and
 advises
philosophy,
and policies,
and
 talent acquisition
and development,
workforce engagement
succession
planning and culture,
among other human
capital topics.
 We
encourage
you
to
our Corporate
Sustainability
Report
published
on www.popular.com
for more
human capital
and initiatives.
The information
website,
the
Sustainability
Report,
is
not,
and
will
not
be
to
be,
a
part
of
this
Form
or
 incorporated
into any of the
filings with
the SEC.
 Regulation and Supervision
 Described below are the material elements of selected laws and regulations applicable to Popular, Popular North America
 ("PNA")
and
their
Such
laws
and
are
continually
under
by
Congress
and
state
 legislatures
and
and
state
agencies.
Any
in
the
laws
and
to
and
its
 subsidiaries could have a material effect on the
business of Popular and its subsidiaries. We will continue to
assess our businesses
 and risk management and compliance practices
to conform to developments in the regulatory
environment.
 General
 Popular and PNA are bank holding companies subject to consolidated supervision and
regulation by the Federal Reserve
 Board under
the Bank
Holding Company Act
of 1956
(as amended, the
"BHC Act"). BPPR
are subject to
supervision and
 examination by applicable
federal and state
banking agencies including,
case of BPPR,
the Federal Reserve
Board and the
 Office of
the Commissioner
of Financial
Institutions of
(the "Office
Commissioner"), and, in
the case
of PB,
the
Board
and
the
New
York
State
Department
of
Services
(the
"NYSDFS").
broker-dealer
/
 investment adviser
Popular Securities,
LLC ("PS")
and investment
advisor subsidiary
Popular Asset
Management LLC

 ("PAM")
to
regulation by
the SEC,
the Financial
Industry
Regulatory Authority
("FINRA"), and
the Securities
Investor
 Protection Corporation, among others. Other of our non-bank subsidiaries conduct reinsurance and
insurance producer and agency
 activities, which are
subject to other
federal, state and
Puerto Rico laws
and regulations as
well as licensing
and regulation by
the
 Puerto Rico Office of the Commissioner of Insurance and,
for one insurance agency subsidiary, the NYSDFS.
 Enhanced Prudential Standards
 Under
the
Dodd-Frank
Wall
Street
Reform
and
Protection
Act
(the
"Dodd-Frank
Act"),
as
modified
by
the
 Economic
Growth,
Regulatory
Relief,
and
Protection
Act
and
the
regulators'
2019
"Tailoring
Rules,"
organizations are
categorized based
on status
as
a U.S.
G-SIB,
size
and four
other risk-based
indicators. Among
bank
 holding companies with $100
billion or more in
total consolidated assets, the
most stringent standards apply
to U.S. G-SIBs,
which
 are subject to Category I standards and the
least stringent standards apply to Category IV organizations, which have between $100
 billion and $250 billion in total consolidated assets and less than $75 billion in all four other risk-based indicators and
which are also
 not U.S. G-SIBs. 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.
 Transactions with Affiliates
 BPPR
and
PB
are
to
that
limit
the
of
extensions
of
and
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
on
the
other
hand,
and
that
impose
collateralization
on
such
 extensions. 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. In addition, any transaction between BPPR
or PB,
 on the one
hand, and Popular,
PNA or any
of our other
non-banking subsidiaries, on
the other,
is required to
be carried out
on an
 arm's length basis.
 Source of Financial Strength
 The
Dodd-Frank Act
requires bank
holding companies,
such
as Popular
and
PNA, to
act
as
a source
of
and
 managerial strength to their subsidiary banks. Popular
and PNA are expected to commit resources
to support their subsidiary banks,
 including at times when Popular
and PNA may not be
in a financial position to
provide such resources. Any capital loans
by a bank
to any
subsidiary depository
institutions are
subordinated in
right of
payment to
depositors and
to certain
 other indebtedness of such subsidiary depository institution. In the
event of a bank holding company's bankruptcy,
any commitment
 by
the
bank
to
a
to
the
of
a
subsidiary
will
be
 assumed by
the bankruptcy
trustee and
entitled to
a priority
of payment.
PB are
currently the
only insured
 institution subsidiaries of Popular and PNA.
 Resolution Planning and Resolution-Related Requirements
 A
 bank holding
company with
$250 billion
in total
consolidated assets
(or that
is a
Category III
firm based
on
 certain risk-based indicators described in the Tailoring
Rules) is required to report periodically to the FDIC
and the Federal Reserve
 Board
such
plan
for
its
rapid
and
orderly
resolution
in
the
event
of
distress
or
failure.
In
 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
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. The amendments require insured
 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.
 On August
29, 2023,
Reserve Board,
FDIC and
Office of
the Comptroller
Currency ("OCC")
issued a
rule
that
would
bank
and
with
$100
or
more
in
 consolidated assets (as well as their insured depository institution affiliates) to maintain minimum
amounts of eligible long-term debt
 (generally, debt
that is unsecured, has
a maturity greater than one
year from issuance and satisfies
additional criteria), subject to a
 three-year phase-in
period. 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.

 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.
 FDIC Insurance
 Substantially all the deposits of BPPR and PB are insured up to applicable limits by the Deposit Insurance Fund ("DIF") of
 the
FDIC,
and
BPPR
and
PB
are
to
FDIC
assessments
to
the
DIF.
 assessments are
the average
consolidated total
the insured
depository institution
minus the
average tangible
 equity of the institution during the assessment period. For larger
depository institutions with over $10 billion in assets,
such as BPPR
 and PB, the FDIC uses a "scorecard" methodology, which considers CAMELS ratings, among
other measures, that seeks to capture
 both the probability that an individual large institution will
fail and the magnitude of the impact on the DIF
if such a failure occurs. The
 FDIC has the ability
to make discretionary adjustments to the
total score based upon significant
risk factors that are not
adequately
 captured in the calculations. The initial base deposit insurance assessment rate for larger depository institutions ranges from 3 to 30
 basis points on an annualized basis.
After the effect of
potential base-rate adjustments, the total base assessment rate could
range
 from 1.5 to 40 basis points on an annualized
basis.
 In
October
2022,
the
FDIC
finalized
a
rule
that
base
assessment
rates
by
basis
 points, beginning with the first quarterly assessment period of 2023. 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. 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.
 On
November 16,
2023,
the
FDIC finalized
a
rule
that
imposes
a special
assessment to
recover the
costs to
the
DIF
from
the
FDIC's
use,
in
March
2023,
of
the systemic
risk
exception to
the
least-cost resolution
test
FDIA
in
 connection with the
receiverships of Silicon
Valley Bank
and Signature Bank.
The FDIC estimated
in approving the
rule that those
 assessed losses
total approximately $16.3
billion. The
rule provides
that this
loss estimate
will be
periodically adjusted, which
will
the
of
the
special assessment.
Under the
rule, the
assessment
base
is
the
estimated uninsured
deposits that
an
 insured depository
institution reported
in its
Consolidated Reports of
Condition and Income
("Call Report")
31, 2022,
 excluding the
first
$5 billion
in estimated
uninsured deposits.
For a
that
has more
than one
insured depository
such
as
the
$5
exclusion
is
allocated
among
the
in
proportion
to
each
uninsured
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,
 first assessment period having begun
January 1, 2024. 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.
In June
2024, due
increase in
the estimate
of losses,
the
 FDIC announced that it
projects that the special assessment will
be collected for an additional
two quarters beyond the initial
eight-
 quarter collection period, at a lower rate.
 Brokered Deposits
 The FDIA
and regulations
adopted thereunder
restrict the
use of
brokered deposits
rate of
interest payable
on
 deposits for institutions
that are less
than well capitalized.
Popular does not
believe the brokered
deposits regulations have
had or
 will have a material effect on the funding or liquidity
of BPPR and PB.
 Capital Adequacy
 Popular, PNA,
BPPR and PB are
each required to comply
with applicable capital adequacy standards
established by the
(the
"Capital
Rules"),
which
implement
the
Basel
III
set
forth
by
the
Basel
on
 Banking Supervision (the "Basel Committee") as
well as certain provisions of the Dodd-Frank Act.
 Among other
matters, the
Capital Rules:
(i) impose
a capital
measure called
"Common Equity
Tier
1" ("CET1")
 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

 measures be made
to CET1
and not to
the other components
of capital.
Under the Capital
Rules, for most
banking organizations,
the
most
form
of
Additional
Tier
is
non-cumulative
perpetual preferred
stock
and
the
most
 common form of Tier
2 capital is subordinated notes and
a portion of the
allocation for loan and lease losses,
in each case, subject
 to the Capital Rules' specific requirements.
 Pursuant to the Capital Rules, the minimum
capital ratios are:
 4.5% CET1 to risk-weighted assets;
 6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted
assets;
 8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
 4% Tier 1 capital to average consolidated assets as reported
on consolidated financial statements (known
 "leverage ratio").
 The Capital Rules also impose
a "capital conservation buffer,"
composed entirely of CET1, on top
of these minimum risk-
asset
ratios. The
conservation
buffer
is
designed
to
absorb
of
economic stress.
Banking
with
a
ratio
of
CET1
to
risk-weighted
above
the
minimum
but
below
the
conservation
buffer
will
face
 constraints on
dividends, equity repurchases
and compensation based
the shortfall and
eligible retained
 (that is, four
quarter trailing net income, net
of distributions and tax effects
not reflected in net
income). 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
7%, (ii)
Tier
1 capital
to risk-weighted
8.5%, and
(iii) Total
capital to
 risk-weighted assets of at least 10.5%.
 Pursuant
to
the
Capital
Rules,
the
of
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
ratios;
however,
organizations
that
are
not
to
Categories
I
or
II
under
the
 framework for
banking organizations
with $100
billion or
more in
assets, including
PB, may
make a
one-time
 permanent election to continue to
exclude these items. Popular,
BPPR and PB have
made this election in order
to avoid significant
 variations in
of capital
depending upon
rate fluctuations
of their
available for
sale
 securities portfolios.
On July
27, 2023,
the federal
banking regulators
proposed revisions
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. The proposal introduces
 revised credit risk, equity risk, operational risk, credit valuation adjustment risk and market risk requirements, among other changes.
 However, the
revised capital requirements
proposed rule would
not apply
to Popular,
BPPR, or
PB because
they have
less
 than $100 billion in total consolidated assets and trading
assets and liabilities below the threshold for market risk requirements. The
 Federal Reserve has indicated that it expects
to work with the other federal banking regulators
on a revised proposal in 2025.
 The
Capital
Rules
preclude certain
hybrid
securities, such
as
trust
securities, from
inclusion
in
bank
 companies' Tier 1 capital. Trust preferred securities no
longer included in Popular's Tier 1 capital may nonetheless be included as a
 component of
Tier 2 capital.
Popular has
not issued
any trust
preferred securities since
May 19,
2010. As
of December
 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.
Banking organizations that are
 not subject to Category
I or II standards
are subject to rules that
provide for simplified capital requirements relating
to the threshold
 deductions
for
tax
in
the
of
unconsolidated
 institutions and inclusion of minority interests
in regulatory capital.
 Failure
to
meet
guidelines
could
and
its
to
a
variety
of
 enforcement remedies, including the termination of deposit insurance by the FDIC
and to certain restrictions on our business. Refer
 to "Prompt Corrective Action" below for further
discussion.
 In
December 2017,
the Basel
Committee published
standards that
it
described as
the finalization
Basel III
post-
 crisis regulatory
reforms. Among other
things, these
standards revise
the Basel
Committee's standardized approach
for credit
risk
 (including
by
recalibrating
risk
and
introducing
new
for
"unconditionally
cancellable
 commitments," such
as
unused credit
card
lines of
credit) and
a new
standardized approach
for operational
risk capital.

 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.
 In
2018,
the
a
final
rule
modifying
their
rules
and
 providing an
option to
phase in
over a
period of
three years
the day-one
effects of
the Current
Expected Credit
 Loss ("CECL") model
of ASU 2016-13.
The final
rule also revised
the agencies'
other rules to
reflect the update
 standards. Popular has availed itself
of the option to
phase in over a period
of three years the
day one effects on
adoption of
CECL. In
2020, federal
bank regulators
adopted a
rule that
allowed banking
organizations to
elect to
delay
 temporarily
the
of
adopting
CECL
on
until
January
2022
and
subsequently
to
phase
in
the
through January
2025. Our
2024
ratios reflect
this election
to
phase in
the effects
of
CECL, but
 regulatory capital ratios will include the full impact
from CECL now that the phase-in period has ended.
the Consolidated
Financial Statements
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
 Form 10-K Note 2 for more information regarding
CECL.

 Prompt Corrective Action
 The
FDIA
requires,
among
other
the
to
take
prompt
corrective
action
in
of
that
do
not
meet
minimum
The
FDIA
establishes
five
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.
 An insured
depository institution will
be deemed
to be
(i) "well
capitalized" if
the institution
has a
total risk-based
 ratio of 10.0% or greater, a CET1 capital ratio of 6.5%
or greater, a Tier 1
risk-based capital ratio of 8.0% or greater, and a leverage
 ratio of 5.0% or
greater, and is
not subject to any order
or written directive by
any such regulatory authority to
meet and maintain a
 specific capital level for any capital
measure; (ii) "adequately capitalized" if the institution
has a total risk-based capital ratio
of 8.0%
 or greater, a
CET1 capital ratio of 4.5%
or greater, a
Tier 1 risk-based capital
ratio of 6.0% or greater,
and a leverage ratio of
4.0%
 or greater
and is
not "well
capitalized"; (iii)
"undercapitalized" if
the institution
has a
total risk-based
capital ratio
that is
less than
 8.0%, a CET1 capital
ratio less than 4.5%,
a Tier 1
risk-based capital ratio of
less than 6.0% or
a leverage ratio of
less than 4.0%;
 (iv) "significantly
undercapitalized" if
the institution
has a
total risk-based
capital ratio
of less
than 6.0%,
a CET1
capital ratio
less
 than 3%, a Tier
1 risk-based capital ratio of less than 4.0% or
a leverage ratio of less than 3.0%;
and (v) "critically undercapitalized"
 if
the
is
equal
to
or
less
than
2.0%
of
quarterly
An
may
be
 downgraded to, or deemed
to be in, a
capital category that is
lower than indicated by
its capital ratios if
it is determined to
be in an
 unsafe
or
unsound
or
if
it
receives
an
unsatisfactory
examination
with
to
matters.
An
 depository institution's capital category is determined solely for the purpose of applying prompt corrective action
regulations, and the
 capital category
may not
constitute an
accurate representation
institution's overall
or prospects
for other
 purposes.
 The FDIA generally prohibits an insured depository institution from making any capital
distribution (including payment of a
 dividend) or
paying any
management fee to
its holding
company, if
the depository
institution would thereafter
be undercapitalized.
 Undercapitalized
are
to
on
from
the
System.
In
 undercapitalized
are
to
limitations
and
are
to
submit
restoration
plans.
A
 depository institution's
holding company must
guarantee the capital
restoration plan, up
to an
amount equal to
the lesser
of 5%
of
 the
at
the
time
it
becomes
undercapitalized
or
the
of
the
deficiency,
when
the
 institution fails to comply with the
plan. The federal banking agencies may not
accept a capital restoration plan without determining,
 among other things,
that the plan
on realistic assumptions
and is
likely to succeed
in restoring the
depository institution's
 capital. If a depository institution fails to submit an
acceptable plan, it is treated as if it is
significantly undercapitalized.
 Significantly
undercapitalized
may
be
to
a
number
of
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
appointment of
a
 receiver or conservator.

 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
to
such
as
and
PNA,
which
such
 institutions. As of December 31, 2024,
both BPPR and PB met the quantitative requirements
for 'well capitalized' status.
 Restrictions on Dividends and Repurchases
 The
of
for
and
PNA
have
from
their
and
non-
 banking subsidiaries, asset sales
and proceeds from
the issuance of
debt and equity.
Various statutory
provisions limit the amount
 of
dividends an
insured depository
institution may
pay to
its
without regulatory
approval. A
member bank
must
 obtain the approval of the
Federal Reserve Board for any
dividend, if the total of
all dividends declared by the
member bank during
 the calendar year would exceed the total of its net income for that year,
combined with its retained net income for the preceding two
 years, after
considering those
years' dividend
activity,
less any
required transfers to
surplus or
to a
fund for
the retirement
 preferred 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. 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. 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. A member bank also may not permit
any
 portion of its permanent capital to
be withdrawn unless the withdrawal has
been approved by the Federal Reserve Board.
Pursuant
 to
these
requirements, PB
may
not
declare
or
pay
a
dividend without
the
prior
approval
of
the
Board
and
the
 NYSDFS.
 During the year
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.
 It is Federal Reserve Board policy that bank holding companies generally should pay dividends on common
stock only out
 of net
income available to
common shareholders
over the past
year and
only if
the prospective rate
of earnings retention
appears
 consistent with the organization's current and
expected future capital needs, asset quality
and overall financial condition. Moreover,
 under Federal Reserve Board policy, a bank
holding company should not maintain dividend levels that place undue pressure on the
 capital of depository
institution subsidiaries or that
may undermine the bank
holding company's ability to
be a source
of strength to
 its
banking subsidiaries.
also
provides that
a
bank
should
inform
the
 reasonably in advance of declaring or paying a dividend that
exceeds earnings for the period for which the dividend is
being paid or
 that could result in a material adverse change
to the bank holding company's capital structure.

 The
Board
also restricts
the
organizations to
conduct stock
repurchases. In
 circumstances, a banking organization's repurchases
of its common stock may
be subject to a
prior approval or notice requirement
 under other regulations or policies of the Federal Reserve. Any redemption or
repurchase of preferred stock or subordinated debt is
 subject to the prior approval of the Federal Reserve.
 Subject to compliance with certain conditions, distributions of U.S. sourced dividends to a corporation organized under
the
 laws
Commonwealth of
to
a withholding
tax
of 10%
instead of
the 30%
applied to
other "foreign"
 corporations. Accordingly, dividends from current or accumulated earnings and profits
paid by PNA to Popular, Inc. sourced from the
 U.S. operations of PB are subject to a 10% tax withholding.
 A corporation organized under the laws of the Commonwealth of Puerto
 Rico that is engaged in a U.S. trade or business is generally subject to a branch profits tax of 30% on its earnings and profits
 taxable year that are "effectively connected" with
such U.S. trade or business, adjusted as
provided by U.S. federal income tax law.
to
U.S. operations
generate effectively
connected earnings
and profits
that
reinvested in
 such U.S. operations
(and that are
not otherwise adjusted
as provided by
U.S. federal income tax
law), such effectively
connected
 earnings and profits will generally be subject
to a branch profits tax of 30%.

Part II,
Item 5,
"Market for
Registrant's Common
Equity,
Related Stockholder
Matters and
Issuer Purchases
of
 Equity Securities" for further information on Popular's
distribution of dividends and repurchases of equity
 See
"Puerto
Rico
Regulation"
below
for
a
of
on
to
pay
under
 Puerto Rico law.
 Interstate Branching
 The Dodd-Frank
Act amended
the Riegle-Neal
Interstate Banking
and Branching
Efficiency Act
of 1994
(the "Interstate
 Banking
Act")
to
authorize
national
banks
and
state
banks
to
branch
interstate
 de
novo

branches. 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.
 Activities and Acquisitions
 In general, the BHC Act limits the activities
permissible for bank holding companies to the business of banking, managing
 or controlling banks and such other activities as the Federal Reserve Board has determined to be so closely related to banking as to
 be
properly
incidental
thereto.
A
that
meets
and
and
whose
subsidiary
 institutions meet management,
capital and
Community Reinvestment Act
("CRA") standards may
elect to
be treated
as a
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
 In order for a bank holding company to elect to be treated as a financial
holding company, (i) all of its depository institution
must
be
well capitalized
(as described
above)
and
well managed
and
(ii)
it
must
file a
declaration with
 Reserve Board that it elects to be a "financial holding
company." As noted above, a bank
holding company electing to be a financial
 holding company must itself be and remain
well capitalized and well managed. The Federal Reserve Board's
regulations applicable
 to bank holding companies separately define
"well capitalized" for bank holding companies,
such as Popular,
to require maintaining
 a tier 1 capital
ratio of at least
6% and a total capital
ratio of at least 10%.
Popular and PNA have elected
to be treated as
A
is
to
be
"well
managed"
if,
at
its
most
inspection,
examination
or
 subsequent review
appropriate federal banking
agency (or
the appropriate state
banking agency), the
depository institution
at
least
a
"satisfactory"
composite
and
at
least
a
"satisfactory"
for
the
component
of
the
 composite
rating.
If,
after
becoming
a
company,
the
fails
to
to
meet
any
of
the
or
 management requirements
for financial
status, the
must
enter into
a confidential
agreement with
the
Board
to
with
all
applicable capital
and
If
the
does
not
to
days,
the
Board
may
extend
the
or
may
order
the
to
divest
its
 subsidiary banks or the
company may discontinue, or
divest investments in companies
engaged in, activities permissible only
for a
 bank holding company that has elected to be treated as a financial
holding company. In addition, if a depository institution subsidiary
 controlled by a financial holding company does not
maintain a CRA rating of at least "satisfactory," the financial holding company
will
 be subject to restrictions on certain new activities
and acquisitions.
 The Federal Reserve Board
may in certain circumstances limit
our ability to conduct
activities and make acquisitions that
 would otherwise be permissible for
a financial holding company.
Furthermore, a financial holding company must obtain
prior written
 approval from the Federal Reserve Board before acquiring a nonbank company with $10 billion or more in total consolidated assets.
 In addition, we
are required to
obtain prior Federal
Reserve Board approval
before engaging in
certain banking and
other financial
 activities both in the United States and abroad.
 The "Volcker
Rule" adopted
as part
Dodd-Frank Act
restricts the
Popular and
its subsidiaries,
 BPPR and PB as
well as non-banking subsidiaries, to
sponsor or invest in
"covered funds," including private funds,
or to engage in
 certain types
of proprietary
trading. Popular
and its
subsidiaries generally
engage in
the businesses
the Volcker
 Rule; therefore, the Volcker Rule does not have a material effect on our

 Anti-Money Laundering Initiative and the USA PATRIOT Act
 A major focus of governmental policy relating to financial institutions in
recent years has been aimed at combating money
 laundering and
terrorist financing.
The USA
PATRIOT
Act of
2001 (the
"USA PATRIOT
Act") strengthened
the ability
U.S.
 government to help prevent, detect and prosecute international money
laundering and the financing of terrorism. Title
III of the USA
 PATRIOT
Act imposed
significant compliance
and due
diligence obligations,
created new
crimes and
penalties and
expanded the
 extra-territorial jurisdiction of the United States. Failure of a financial institution to comply with the USA PATRIOT Act's requirements
 could have serious legal and reputational consequences
for the institution.
 The
Anti-Money
Laundering
Act
of
2020
("AMLA"),
which
amended
the
Bank
Secrecy
Act
(the
"BSA"),
is
intended
to
 comprehensively
reform
and
modernize
U.S.
anti-money
laundering
laws.
Among
other
the
AMLA
codifies
a
risk-based
 approach to anti-money laundering compliance for financial institutions; requires the U.S. Department of the Treasury to
promulgate
 priorities
for
anti-money
laundering
and
countering
the
financing
of
terrorism
policy;
the
of
for
 testing technology and
internal processes for BSA
compliance; expands enforcement-
and investigation-related authority,
 a
expansion
in
the
for
BSA
violations;
and
expands
BSA
whistleblower
incentives
and

 protections.
Many
of
the
statutory
provisions
in
the
AMLA
rulemakings,
reports
and
other
measures,
and
the
of
the
AMLA
will
depend on,
among
other
rulemaking and
implementation guidance.
In
June
2021,
the
 Crimes Enforcement Network, a bureau of
the U.S. Department of the
Treasury,
issued the priorities for anti-money laundering
and
 countering the
financing of
terrorism policy
required under AMLA.
The priorities
include: corruption, cybercrime,
terrorist financing,
 fraud, transnational crime, drug trafficking, human trafficking and
proliferation financing.
 Federal regulators
regularly examine BSA/Anti-Money
Laundering and sanctions
compliance to
enhance their
 and effectiveness, and the frequency and extent of such examinations
and related remedial actions have been
increasing.
 Community Reinvestment Act
 The
CRA
banks
to
help
serve
the
needs
of
their
communities,
extending
to
low-
and
 moderate-income individuals
and geographies.
Should
or our
bank
fail
to
serve
adequately
the community,
 potential penalties may include regulatory denials of applications to expand branches, relocate offices or branches, add subsidiaries
 and affiliates, expand
into new financial activities
and merge with or
purchase other financial institutions.
On October 24, 2023,
the
 OCC,
the
Board,
and
the
FDIC
jointly
a
final
rule
to
modernize
the
agencies'
CRA
 regulations and respond to changes in the
banking industry. Among other
items, the final rule introduces new tests
under which the
 performance of banks will
be assessed and includes
data collection and reporting requirements,
many of which are
applicable only
 to banks with over $10 billion in assets, such as
BPPR and PB. The effective date of the final rule was
April 1, 2024; however, banks
required to begin
complying with certain
provisions of the
final rule
until January 1,
2026, with data
reporting requirements
 becoming
on
January
1,
2027.
The
final
rule
has
been
challenged
in
court
and
is
stayed
as
to
the
 plaintiff trade associations while the court considers the
validity of the rule.
 Interchange Fees Regulation
 The Federal Reserve Board
has established standards for
debit card interchange fees
and prohibited network exclusivity
 arrangements and routing restrictions. The
maximum permissible interchange fee that
an issuer may receive
for an electronic debit
 transaction is
the sum
of
21 cents
per transaction
and 5
multiplied by
of
the transaction.
the
Board allows
for an
upward adjustment
of
no more
than 1
cent
to
an issuer's
debit card
interchange fee
if the
 issuer develops and implements policies and procedures
reasonably designed to achieve certain fraud-prevention
standards.
 In
October
2023,
the
Board
amendments
to
its
rules
on
interchange
fees.
The
 changes would establish a
maximum permissible interchange fee of
no more than
14.4 cents per transaction
plus four basis points
 multiplied by
transaction. The
fraud prevention
adjustment would
be increased
to 1.3
cents per
transaction. The
 proposed rule would also establish an automatic update of the interchange fee cap every other year based on a survey of debit card
 issuers.
 Consumer Financial Protection Act of 2010
 The Consumer
Financial Protection
Bureau (the
"CFPB") supervises
"covered persons"
(broadly defined
to include
any
 person offering or
providing a consumer financial
product or service and
any affiliated service
provider) for compliance with
 consumer financial laws. The CFPB
also has the broad power
to prescribe rules applicable to
a covered person or service
provider
 identifying
as
unlawful,
unfair,
deceptive,
or
abusive
acts
or
in
with
any
with
a
for
a
 consumer financial product or service, or the offering of
a consumer financial product or service. We are subject to examination and
 regulation by the CFPB.
 On October 22, 2024, the CFPB finalized a new rule to implement Section 1033 of the Consumer Financial Protection Act
 that
a
provider
of
or
products,
such
as
a
bank,
to
make
data
to
consumers
upon
request
 regarding the
products or
services they
obtain from
the provider.
Any such
data provider
also has
such data
 third parties, with the consumer's express authorization and
through an interface that satisfies formatting, performance
and security
for
the
purpose
of
such
third
parties
the
with
or
requested
by
the
 consumer. Data required to be made available under the rule includes
transaction information, account balance, account and routing
 numbers,
terms
and
upcoming
bill
information,
and
verification
data.
The
rule
is
intended
to
give
 consumers
over
their
data,
with
whom
it
is
shared,
and
encourage
competition
in
the
of
 consumer financial
products or
services. For
banks with
$10 billion
and less
than $250
billion in
total assets,
 with the rule's requirements is required beginning on
April 1, 2027.

 On December 12, 2024, the
CFPB finalized a rule that
significantly reforms the regulatory framework governing
overdraft
 practices applicable
to banks
PB that
have more
than $10
billion in
assets. The
rule has
an effective
 October
1,
2025.
The
rule
modifies
or
eliminates
several
long-standing
exclusions
from
to
 consumer credit
that previously
exempted certain
overdraft practices.
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.
These changes
regulatory framework
could result
in BPPR
and PB,
among other
things, facing
 compliance costs in charging overdraft
fees, experiencing a decreased ability
to recover amounts extended as
overdraft protection,
 reducing the availability of overdraft protection,
and/or charging lower overdraft fees.
 Office of Foreign Assets Control Regulation
 The
U.S.
Department
Office
of
Foreign
Control
("OFAC")
administers
that
with
foreign
countries,
nationals
and
The
OFAC-administered
targeting
countries
take
 many
forms.
Generally,
however,
they
contain
one
or
more
of
the
elements:
(i)
on
trade
with
or
 investment in a sanctioned country; and (ii) a blocking
of assets in which the government of the
sanctioned country or other specially
 designated nationals have an interest, by prohibiting
transfers of property subject to U.S. jurisdiction (including
property in the United
 States or the possession or control of U.S.
persons outside of the United States). Blocked assets (e.g., property
and bank deposits)
 cannot
be
paid
out,
withdrawn, set
off
or
in
any
manner without
a
license
from
OFAC.
Failure
to
with these
could
have
serious
legal
and
reputational
consequences,
denial
by
regulators
of
merger,
 acquisition, restructuring, or other expansionary activity.
 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
have
the
opportunity
to
opt
out
of
the
disclosure.
The
Fair
Reporting
Act
restricts
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. A financial institution is expected to establish lines
of defense and to
 maintain risk management processes that are designed to address the risk posed by compromised customer credentials. A financial
is
to
continuity
planning
for
the
rapid
recovery,
 resumption and maintenance of
the institution's operations
after a cyber-attack involving
destructive malware. A financial
 is
also
to
develop
to
enable
of
data
and
and
address
rebuilding
 network capabilities and restoring data if the institution or its critical service
providers fall victim to this type of cyber-attack. If we
fail
 to observe the
regulatory guidance, we could
be subject to various
regulatory sanctions, including financial
penalties. In November
 2021, the U.S.
federal bank regulatory agencies
issued a final
rule requiring banking organizations,
including Popular,
PNA, BPPR
 and PB, to notify
their primary federal banking regulator
within 36 hours of determining
that a "notification incident" has
occurred. A
 notification incident
is a
"computer-security incident" that
has materially
disrupted or degraded,
or is
reasonably likely to
 disrupt or
degrade, the
banking organization's
deliver services
to a
material portion
customer base,
jeopardize the
 viability
of
key
of
the
organization,
or
the
stability
of
the
sector.
The
final
rule
also
 specific and immediate notifications by bank
service providers that become aware of similar
incidents.
 State and foreign regulators
have also been increasingly active
in implementing privacy and cybersecurity
standards and
 regulations. Several states have adopted regulations requiring certain financial institutions to implement cybersecurity programs and
 providing detailed requirements with respect to these
programs, including data encryption requirements. In New York,
the NYSDFS
regulated
by
the
NYSDFS,
PB,
to,
among
other
(i)
and
a
 cybersecurity program designed
to enhance the
confidentiality, integrity
and availability of
their information systems;
(ii) implement
 and maintain a written
cyber security policy setting forth
policies and procedures for the
protection of their information systems
and
 nonpublic
information;
and
(iii)
designate
a
Chief
Officer.
 On
1,
2023,
the
NYSDFS
 amendments to
its
cybersecurity regulations
that
represent
a
update
to
the
regulation of
cybersecurity practices.
The
 amendments
fall
the
five
categories:
(i)
mandatory
with
attack
 vectors,
(ii)
for
privileged
accounts,
(iii)
notification
obligations,
(iv)
expansion
of
cyber
 governance practices and (v) additional cybersecurity
requirements for larger companies.

 On
July
6,
2023,
the
SEC
new
rules
that
would
registrants,
such
as
to
(i)
report

 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.
 Many states and foreign
governments have also recently implemented or
modified their data breach notification
and data
 privacy
requirements. The
California Consumer
Privacy Act
("CCPA")
imposes privacy
compliance obligations
with regard
to
the
 collection,
use
and
disclosure of
information of
California residents,
November 2020
amendment to
the
CCPA
 creates the California Privacy Protection Agency, a watchdog privacy agency, and further expands the scope of businesses covered
 by the law
and certain rights relating
to personal information. The
substantive obligations under the
2020 amendment to the
CCPA
 became effective
on January
1, 2023.
In European
Union, the
General Data
Protection Regulation heightens
privacy compliance
and
imposes
strict
for
data
breaches.
We
expect
this
trend
to
and
are
continually
 monitoring developments in the jurisdictions in which
we operate.
 See
"Puerto
Rico
Regulation"
below
for
a
of
legislations
and
on
privacy
and
 cybersecurity in Puerto Rico.
 Climate-Related and ESG Developments
 In
years,
federal,
state
and
international
lawmakers
and
regulators
have
their
focus
on
 institutions'
and
other
companies'
risk
oversight,
and
in
with
climate
and
other
 environmental, social and
governance ("ESG") matters.
on October
24, 2023, the
Federal Reserve, FDIC,
and OCC
 finalized
interagency
on
principles
for
climate-related
risk
to
regulated
 institutions with more
than $100 billion
in total consolidated
assets. The principles
are intended to
support efforts by
large financial
 institutions to
focus on key
aspects of climate-related
financial risk management
and cover six
areas: (1)
governance; (2) policies,
 procedures,
and
limits; (3)
strategic planning;
(4)
risk
management; (5)
data,
risk measurement,
and reporting;
and
(6)
scenario
 analysis.
On
21,
2022,
the
NYSDFS
on
climate-related
risk
to
 NYSDFS-regulated banking
and mortgage
organizations, including
PB.
The
proposed guidance
would address
material financial
 risks related to
climate change faced
by these organizations in
the context of
risk assessment, risk management,
and risk appetite
 setting. California recently enacted climate-related disclosure laws requiring certain companies doing business in California to make
 certain climate-related disclosures, including but not limited to greenhouse gas emissions data and climate-related risks. In addition,
 certain states have
enacted, or have
proposed to enact,
"anti-ESG" statutes, regulations or
policies, including statutes that
prohibit
institutions from
denying or
canceling products
or
to
a
person, or
otherwise discriminating
against a
person in
 making available products or services, on the basis
of social credit scores and certain other factors.

 Incentive Compensation
 The Federal Reserve Board reviews, as
part of its regular,
risk-focused examination process, the incentive compensation
 arrangements of
banking organizations, such
as Popular,
not "large,
complex banking
organizations." Deficiencies will
be
 incorporated into
the
organization's supervisory
ratings, which
can
the
organization's ability
to
make
acquisitions and
take
 other
actions. Enforcement
actions may
be taken
against
a
organization if
its
incentive compensation
arrangements, or
risk-management
or
governance
processes,
pose
a
risk
to
the
organization's
safety
and
soundness
and
the
 organization is not taking prompt and effective measures
to correct the deficiencies.
 The
Board,
OCC
and
FDIC
have
final
on
incentive
 policies intended to discourage excessive risk-taking in
the incentive compensation policies of banking organizations
in order to not
 undermine
the
safety
and
soundness
of
such
organizations.
The
guidance,
which
covers
all
that
have
the
to
 materially affect
the risk
profile of an
organization, either individually
or as
a group,
upon the key
principles that
a
 banking organization's incentive compensation arrangements should (i) provide incentives that do not encourage risk-taking beyond
 the
organization's
to
effectively
identify
and
manage
(ii)
be
compatible
with
and
risk
 management, and (iii)
be supported by
strong corporate governance,
including active and
effective oversight
organization's
 board of directors.
 The Dodd-Frank Act requires the U.S. financial regulators, including the Federal Reserve Board, the other federal banking
and
the
SEC,
to
adopt
rules
prohibiting
incentive-based
arrangements that
encourage
inappropriate
risks
by
 providing excessive
compensation or
that could
lead to
a material
financial loss
at specified
regulated entities
having at
least $1
 billion in total
assets (including Popular,
PNA, BPPR and
PB). The U.S.
financial regulators proposed revised
rules in 2016,
which
 have not been finalized.

 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 excess
 would be based
on the amount
the executive officer
would have received
had the incentive-based
compensation been determined
 using the restated
financials. The Nasdaq
Stock Market's listing
standards pursuant to the
SEC's rule became
effective October 2,
 2023. Popular's clawback policy adopted in accordance
with these listing standards is included as
Exhibit 97.1.
 Regulation of Broker-Dealers
 Our subsidiary,
PS, is a
registered broker-dealer with the
SEC and subject to
regulation and examination by
the SEC as
 well
as
FINRA
and
other
self-regulatory
organizations.
These
cover
a
broad
range
of
issues,
 requirements;
sales
and
practices;
use
of
client
funds
and
securities;
the
of
directors,
officers
and
employees;
 record-keeping and recording;
supervisory procedures to
prevent improper trading
on material
non-public information; qualification
 and
licensing
of
sales
personnel;
and
limitations
on
the
extension
of
in
transactions.
In
to
 registration, state securities
commissions require the
registration of certain
broker-dealers. PS is
registered with 35
U.S. state and
 territory securities commissions.
 Regulation of Reinsurers, Insurance Producers and
Agents
 Popular's subsidiaries that are engaged in
insurance agency and producer activities are
subject to regulatory supervision
 by the Puerto
Rico Office of
the Commissioner of Insurance
and to insurance laws
and regulations requiring licensing
of insurance
 producers and
agents. Popular's
reinsurance subsidiaries
to
licensure and
regulatory supervision
 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.
 Puerto Rico Regulation
 As
a
bank
organized
under
the
laws
of
Rico,
BPPR
is
to
supervision,
examination
and
 regulation by the Office of the Commissioner of Financial Institutions, pursuant to the Puerto Rico Banking Act of 1933, as amended
 (the "Banking Law").
 Section 27
Banking Law
requires that
at
least ten
percent (10%)
yearly net
income of
BPPR be
credited
 annually to a reserve
fund. The apportionment must be
done every year until the
reserve fund is equal to
the total of paid-in
 on common and preferred stock. During 2024, $52.8
million was transferred to the statutory reserve
account.
of
the
Banking
Law
also
provides that
when
the
expenditures
of
a
bank
are
greater
than
its
receipts, the
 excess of the
former over the latter
must be charged against
the undistributed profits of
the bank, and the
balance, if any,
must be
 charged against
the reserve
fund.
If the
reserve fund
is
not sufficient
to
cover such
balance in
whole or
in part,
the outstanding
 amount must be charged against
the capital account and no
dividend may be declared until capital
has been restored to its
original
 amount and the reserve fund to 20% of the original
capital.
 Section 16 of the
Banking Law requires every
bank to maintain a
legal reserve that, except
as otherwise provided by
the
 Office of
the Commissioner,
may not be
less than 20%
demand liabilities, excluding
government deposits (federal,
state and
 municipal) that
are secured
by collateral.
If a
bank is
authorized to
establish one
bank branches
in a
state of
the United
 States or in a foreign country, where such branches are subject to the reserve requirements of that state
or country, the Office of the
 Commissioner
may
exempt
said
branch
or
branches
from
the
of
16.
Pursuant
to
an
order
of
the
Board
dated
24,
1982,
BPPR
has
been
exempted
from
the
of
the
System
with
to
in
Rico.
BPPR
is
to
the
requirement
 prescribed by the Banking Law. During 2024, BPPR was in compliance
with the statutory reserve requirement.
 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. In
the case
of loans
which are
secured by
 worth at
least 25% more
than the amount
loan, the
maximum aggregate amount
of such secured
loans is
increased to
one
 third of
the paid-in capital
of the bank,
plus its reserve
fund. 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.

 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%
undivided profits
and for
loans secured
by collateral
 worth at
least 25%
more than
loan, the
capital of
the bank
shall also
include 33
1/3% of
50% of
its undivided
 profits. Institutions rated 2
in their last
regulatory examination may include this
additional component in their
legal lending limit
only
 with the previous authorization of the Office of the Commissioner. There are no restrictions under Section 17 on the amount of loans
 that are wholly secured
by bonds, securities and
other evidence of indebtedness
of the Government of
the United States or
 Rico,
or
by
debt
bonds,
not
in
default,
of
municipalities
or
of
Rico.
2024,
BPPR
was
in
 compliance with the lending limit requirements of Section
17 of the Banking Law.
of
the
Banking Law
authorizes a
bank to
conduct certain
and
activities directly
or
 subsidiaries, including finance leasing of personal property and originating and servicing
mortgage loans. BPPR engages in finance
 leasing through
its wholly-owned
Popular Auto,
LLC, which
is organized
and operates
Rico. The
origination
 and servicing of mortgage loans is conducted by
Popular Mortgage, a division of BPPR.
 With
information privacy,
Rico
law
requires businesses
to
implement information
controls to
 protect consumers'
personal information from
breaches, as
well as to
provide notice of
any breach to
affected customers. In
2024
Rico
enacted the
Cybersecurity Act
of
the
Commonwealth of
Rico,
which
establishes cybersecurity
standards for
 government entities
and their
contractors, including
certain reporting
and certification
obligations. As
a depositary
of government
 funds, BPPR
could be
considered a
"contractor" under
the statute;
however,
Rico Innovation
and Technology
Service
 has
not
yet
implementing
regulation
which
we
expect
to
address
applicability
and
any
exceptions
to
the
statute's
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.
Via the "Investor
Relations" link at our
website, our annual reports
 on
Form 10-K,
quarterly reports
on
Form 10-Q,
reports on
Form 8-K
and amendments
to
such
reports filed
or furnished
 pursuant to Section 13(a) or
15(d) of the Securities Exchange Act
of 1934, as amended (the
"Exchange Act"), are available, free
of
 charge, as
soon as
reasonably practicable
after such
forms are
electronically filed
with, or
furnished to,
the SEC.
The SEC
also
 maintains an
internet website at
 that
contains reports, proxy
and information statements,
and other information
 regarding issuers that file electronically with the
SEC. You may obtain copies of our filings on the SEC site.
 We have
adopted a
written code
of ethics
that applies
to all
directors, officers
and employees
of Popular,
including our
 principal executive officer
and senior financial
officers, in accordance
with Section 406
of the Sarbanes-Oxley
Act of 2002
 rules
of
the
SEC
promulgated
thereunder.
Our
Code
of
Ethics
is
on
our
website,
www.popular.com,
in
the
 section entitled "Corporate Governance." In the event that we make changes to, or provide waivers from, the provisions of this Code
 of Ethics that
the SEC requires
us to disclose,
we intend to
disclose these events
on our corporate
website in such
section. In
the
 Corporate Governance
website,
we
have also
posted the
charters
for
our Audit
Committee, Talent
and
Committee,
Risk
Committee,
Governance
and
Nominating
and
Technology
 Committee, as well as our Corporate Governance Guidelines. In addition, information concerning
purchases and sales of our equity
 securities by our executive officers and directors is
posted on our website.
 All
website
addresses
given
in
this
document
are
for
only
and
are
not
intended
to
be
links
or
to
 incorporate any website information into this Form
10-K.
 ITEM 1A. RISK FACTORS
 We, like
other financial institutions,
face risks
inherent to
financial condition, liquidity,
 and
position.
These
risks
could
cause
our
to
from
our
historical
or
the
 contemplated by the forward-looking statements contained
in this report.
 The risks described in
this report are not the
only risks we face. Additional
risks and uncertainties not currently
known by
 us
or
that
we
deem
to
be
immaterial,
or
that
are
to
all
institutions,
may
also
 adversely affect our business, financial condition, liquidity, results of operations or capital
position.

 ECONOMIC AND MARKET RISKS
 Weakness in
the economy,
particularly in
where a
significant portion
business is
concentrated, has

 adversely impacted us in the past and may adversely
impact us in the future.
 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
markets,
inflation,
monetary,
trade
and
policy,
 geopolitical conflicts, business and consumer sentiment
and unemployment. 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
31,
2024.
As
a
result,
our
and
of
are
on
the
trends
of
the
Rico
and
other
affecting
Rico
consumers
and
 businesses. The
concentration of
our operations
Rico exposes
us to
greater risks
than other
banking companies
 wider geographic base.
has faced significant
economic and fiscal
challenges in the
past, including a
severe recession that
began in
 2007 and
persisted for
over a
decade and
an acute
fiscal crisis
that led
Rico government
to file
for a
form
of federal
 bankruptcy protection
in 2017.
Puerto Rico's
fiscal and
economic challenges
have in
the past
adversely affected
our customers,
in
delinquencies,
charge-offs
and
for
us.
While
Rico's
has
been
gradually
 recovering
and
the
Rico
emerged from
bankruptcy
in
2022,
Rico
still
faces
and
 fiscal challenges.

 Puerto Rico's
economy is
closely tied
U.S. economy,
as
highly reliant
on U.S.
public policy
and funding
 decisions. Puerto Rico
has historically received
significant federal support
for a
wide range of
government programs and
 including healthcare, education,
infrastructure and social
assistance programs. More
recently, Puerto
Rico has
received significant
 federal stimulus,
disaster relief and
reconstruction funding, which
has served as
a major
driver of
economic activity.
Reductions in
for
Rico
or
delays
in
disbursements
could
Rico's
and
hinder
 reconstruction efforts, including the restoration
and improvement of critical infrastructure. The
Trump Administration is conducting
a
of
funding,
and
we
believe
that
the
of
to
that
have
benefited
the
Rico
 economy could
be reduced,
perhaps significantly.
Beyond direct
funding, broader
shifts in
U.S. policy,
changes to
tax or
 trade policies,
and shifts
in policies
of
other governments
in response,
could also
adversely impact
Rico economy.
A
 weakening of
Rico
or
other
adverse economic
conditions affecting
Rico consumers
and
businesses
 could
in
demand
for
our
or
deterioration
in
the
of
our
customers,
 delinquencies, charge-offs or increased losses,
all of which could adversely affect
our business, financial condition, liquidity,
 of operations or capital position.
 We are
also exposed
to risks
the state
local economies
other markets
in which
we do
and Florida, as
well as to
the state of
the global and
U.S. economy and
financial markets. Evolving
geopolitical
 tensions, the introduction
or escalation of tariffs,
inflationary pressures and other
political or economic shifts
may lead to
 market volatility
and disruption.
These factors
could, in
turn, adversely
impact our
business, financial condition,
 operations or capital position.
in
rates
and
spreads
can
our
our
 portfolio,
since
a
portion
of
our
business involves
and
money,
and
investing in
 instruments.
 Our business
and financial
performance are
impacted by
market interest
rates and
movements in
those rates.
Since a
 high percentage of our assets and liabilities are interest bearing or otherwise sensitive in value to changes in interest rates, changes
 in interest rates, in the shape of the yield curve or in spreads between different types of rates, have had and could in the future have
 a material impact on our results
of operations and the values of our
assets and liabilities, including our investment portfolio.
 rates are
highly sensitive
to many
factors over
which we
have no
control and
which we
may not
be able
to anticipate
adequately,
 including general
economic conditions
monetary and
tax policies
of various
governmental bodies,
particularly the
 Reserve Board.
these policies,
including changes
in interest
rates, impact
various aspects
business, including
 loan originations,
the speed
of prepayments,
loan delinquencies,
investments, the
rates we
receive on
our loans
 and investment
securities, our
maintain and
generate deposits
rates we
pay on
our deposits
 sources. The
effects of
these changes
amplified if
we are
unable to
effectively manage
the sensitivity
 liabilities to market interest rate changes.

 The
rapid
rise
in
rates
in
2022
resulted
in
$2.5
in
mark-to-market
on

 available-for-sale securities held in our investment securities portfolio. In October 2022, we transferred U.S. Treasury securities with
 a fair value of approximately $6.5 billion (par value of
$7.4 billion), and with accumulated unrealized losses of $873 million, from our
 available-for-sale portfolio to
our held-to-maturity portfolio.
While the size
of our unrealized
mark-to-market losses on
available-for-
 sale
had
been
reduced
to
$1.3
as
of
31,
2024,
if
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.
 For a discussion of the Corporation's
interest rate sensitivity, please refer
to the "Risk Management" section of the MD&A
 in this Form 10-K.
 BUSINESS RISKS
 Negative
in
the
of
our
clients
have
us
in
the
past
and
may
 impact us in the future.

A significant portion of
our business involves lending money,
which exposes us to
credit risk and
risk of loss if
 do
not
repay
their
leases, credit
cards
or
other
obligations.
The
performance of
these
 affects our
and results
We have
past been
adversely affected
by negative
the
 financial condition of our clients due to weakness in
the Puerto Rico and U.S. economy. If the current economic environment were to
 deteriorate, more customers may have difficulty in repaying their credit obligations, which may result in higher levels
of credit losses
 and reserves for credit losses.
 We are exposed to
increased credit risks and credit losses
to the extent our clients are
concentrated by industry segment
 or type of client.
 Our credit risk and credit
losses can increase to the extent
our loans are concentrated in borrowers engaged in
 or similar
activities or
in borrowers
who as
a group
uniquely or
disproportionately affected
by certain
economic or
 conditions. 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
losses and
financial condition,
 operations or capital position.
 We also
have direct
lending and
investment exposure
to Puerto
Rico government
entities, which
have faced
 fiscal challenges.
our exposure
government consisted
of $336
direct lending
 exposure to Puerto
Rico municipalities and
$220 million in
loans insured or
securities issued by
Puerto Rico governmental
 but for which the principal
source of repayment is non-governmental.
and indirect lending exposure to the
Puerto Rico government
form of
loans to
private borrowers
who are
service providers,
lessors, suppliers
or have
other relationships
 Rico government. While the overall fiscal situation of the Puerto
Rico government has improved in recent years, including
as a result
 of
the
and
of
its
having
restructured
their
debt
obligations,
some
Rico
 entities, including certain municipalities, still face significant fiscal challenges.
A deterioration in the fiscal situation of the Puerto Rico
 government and its
instrumentalities, and in
particular the fiscal
situation of the
municipalities to which
we have
exposure,
could
in
and
reserves
for
losses.
For
a
discussion
of
risks
to
the
 Corporation's credit exposure
to the Puerto
Rico and USVI
governments, see the
Geographic and Government
Risk section in
the
 MD&A section of this Form 10-K.
 Deterioration in the
values of real
properties securing our commercial, mortgage
loan and construction portfolios
have in
 the past resulted, and may in the future result,
in increased credit losses and harm our results
 As of
2024, approximately
55% of
our loan
portfolio consisted
of loans
secured by
 (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. Weakness in the economy
 of some of the
markets we serve has in
the past resulted in significant
declines in the value of
the real properties securing our
loan
 portfolio, leading to increased credit losses. If the value of
the real estate properties securing our loan portfolio declines again in
the
 future, we may be
required to increase our
provisions for loan losses
and allowance for loan
losses. Any such increase could
have
 an adverse effect on
our financial condition and results of
operations. For more information on the credit
quality of our construction,
 commercial and mortgage portfolio, see the Credit
Risk section of the MD&A included in this
Form 10-K.
 Defective and repurchased loans may harm our business
and financial condition.

 In
with
the
sale
and
securitization
of
we
are
to
make
a
variety
of
customary
 representations
and
warranties regarding
and
the
loans
being
sold
or
securitized.
Our
obligations with
these
 representations and warranties are generally outstanding for the
life of the loan, and they
relate to, among other things, compliance
 with
laws
and
regulations,
the
accuracy
of
in
the
loan
documents
and
loan
file
and
the
 characteristics
and
enforceability of
the
loan.
A
loan
that
does
not
with
the
secondary
market's
may
take
 longer to
sell, impact
our ability
to securitize
the loans
or pledge
the loans
as collateral
for borrowings,
or be
unsalable or
salable
 only
at
a
discount.
if
any
such
loan
is
sold
before
we
detect
non-compliance,
we
may
be
obligated
to
 repurchase the loan and bear any associated loss directly,
or we may be obligated to indemnify the purchaser against any loss.
We
 seek to
minimize repurchases and
losses from defective
loans by correcting
flaws, if possible,
and selling or
re-selling such loans.
if
we
were
to
suffer
from
defective
and
repurchased
our
of
and
 condition could be materially impacted.
 If we are
unable to maintain
or grow our
deposits, we may
be subject to
paying higher funding costs
and our net
 income may decrease.

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.
 As
our
have
raised
the
rates
they
pay
on
our
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.
Additionally, periods of market stress or lack
 of market
or customer
confidence in
financial institutions
may result
in a
loss of
customer deposits,
especially to
those
 deposits are in
excess of the
FDIC-insured limit of
$250,000. As of
we had $13
billion of total
deposits (other
 than collateralized
public funds,
which represent
public deposit
balances from
governmental entities
its territories,
 including Puerto Rico
United States Virgin
Islands, that are
collateralized based on
such jurisdictions'
applicable collateral
 requirements) in excess of the FDIC-insured limit. If deposits decrease, we may need to rely on more expensive sources of funding,
 which
would
our
rate
margin
and
net
In
a
in
our
would
 decrease our earning assets, which would also
negatively affect our net interest income.
 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
2024),
and
the
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.
 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. If
the mix
deposits shifts
towards a
higher proportion
of
higher-cost deposits
for
any reason,
our
 funding costs would increase and our net interest
income would be expected to decrease.

 OPERATIONAL RISKS
 We
and our
third-party providers
have been,
and expect
future to
be, subject
to cyber-attacks,
which
 could cause substantial harm and have an adverse
effect on our business and results of operations.
 Cybersecurity
risks
for
large
such
as
have
in
years
in
part
 because
of
the
proliferation
of
new
technologies,
such
as
mobile
banking,
cloud
hosting,
artificial
intelligence
and
the
to
 conduct instant
financial transactions
anywhere globally,
as due
to geopolitical
conflicts and
the increased
sophistication
 and
of
organized
crime,
hackers,
terrorists,
nation-states,
hacktivists
and
other
parties.
The
risk
of
cyber-attacks
is
 expected to increase with the evolution and emergence
of new technologies such as artificial intelligence
and quantum computing.

 In
the
ordinary
course
of
we
rely
on
electronic
communications
and
systems
to
our
and
to
transmit
and
store
sensitive
data.
Notwithstanding
our
defensive
and
the
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
risk
of
a
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.
 We
detect and
identify attacks
becoming more
sophisticated and
increasing in
volume, as
 attackers
that
respond
rapidly
to
in
defensive
countermeasures. The
most
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
zero-day
vulnerabilities
that
might
in
disruption
of
in
the
or
loss
of
 customer or proprietary data, and
significant financial loss. 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. Denial-of-service
 attacks intentionally
disrupt the
legitimate users,
including customers
and employees,
to access
networks, websites
and
 online resources. Computer intrusion attempts,
either direct or through social
engineering (pretext calls), supply chain
compromise,
 email,
text
or
voice
messages,
using
brand
impersonation
(regularly
referred
to
as
phishing,
vishing,
smishing
and
 quishing), have
resulted in
and may
the compromise
of sensitive
customer data,
account numbers,
cards
and
social
numbers,
and
could
reputational,
legal
and
costs
to
if
 successful.

 Our
customer-facing
platforms
are
also
routinely
attacked
by
threat
actors
aiming
to
gain
unauthorized
to
our
 clients'
accounts.
we
have
implemented
defensive
designed
to
protect
against
such
attacks,
there
is
no
 assurance that
these
defensive measures
will keep
pace with
threats that
are continuous
and
growing in
severity.
 certain customers have been affected by brute force attacks on one of
our platforms, which resulted in certain of our customers log-
 in
credentials
and
being
exposed
and
being
taken
over,
in
fraudulent
transfers
or
withdrawals.

customers have
also
been impacted
by card
skimming
events in
our
ATM
terminals. As
a result,
we have
notified, and
 conducted
remediation
for,
identified
as
by
these
incidents.
Cyber-security
risks
have
also
been
 recently exacerbated
discovery of
zero-day vulnerabilities
in widely
distributed third
party software,
which have
past
 affected and in the future could affect Popular's or any
of its service provider's systems, as further
detailed below.
 The
use
of
remote
and
video
conferencing
solutions
to
enable
work-from-home
 arrangements for employees and facilitate
the use of digital
channels by our customers,
has also increased our
exposure to cyber-
 attacks, including through the use of deep fakes and brand impersonation.
In addition, a third party could misappropriate confidential
 information obtained
by intercepting
signals or
communications from
mobile devices
used by
Popular's customers
or employees.
 Recent
geopolitical conflicts
have also
exacerbated the
risks related
to
supply-chain compromises
and de-stabilizing
activities of
 nation-state
actors.
we
are
regularly
targeted
by
unauthorized
threat-actor
activity,
we
have
not,
to
date,
 experienced any material losses as a result of
cyber-attacks.

 A material compromise or circumvention of the security of our systems could
have serious negative consequences for us,
disruption
of
our
and
those
of
our
and
counterparties,
misappropriation
of
 confidential
of
or
that
of
our
customers,
counterparties
or
or
damage
to
computers
or
 systems used
by us
or by
our clients,
customers and
counterparties, and
could result
in violations of
applicable privacy
 laws,
loss
to
us
or
to
our
customers,
scrutiny
and
enforcement
actions,
dissatisfaction,
 significant litigation exposure and harm to our reputation,
all of which could have a material adverse
effect on us.

 The
of
a
particular
cyber-attack
and
the
steps
that
we
may
need
to
take
to
investigate
the
attack
may
not
be
 immediately
clear,
and
it
may
take
a
of
time
before
such
an
investigation
can
be
completed.
While
such
an
 investigation is ongoing, Popular may not necessarily know the full extent
of the harm caused by the cyber-attack, and that
damage
 may continue to spread.
These factors may inhibit
our ability to provide
rapid, full and reliable
information about the cyber-attack to
 our clients,
customers, counterparties
and regulators,
public. Moreover,
new regulations may
require us
to disclose
 information about a cybersecurity event before
it has been resolved or
fully investigated. Furthermore, it may not
be clear how best
 to
contain
and
remediate
the
harm
caused
by
the
cyber-attack,
and
errors
or
could
be
repeated
or
 compounded before they are
discovered and remediated. Cyber-attacks could
also cause interruptions in our
operations and result
 in the incurrence of significant costs, including those related
to forensic analysis and legal counsel.

 We also
rely on
third parties
performance of
a significant
portion of
our information
technology functions and
the
 provision of information security,
technology and business process services. 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,
 compromise
of
our
systems,
misappropriation of
our
confidential
or
that
of
our
customers,
counterparties
or
 employees, or
other negative
implications identified
above with
a cyber-attack
on our
systems. 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.
Certain risks particular to Evertec and our dependence
 on
third
parties
are
discussed
under
"We
rely
on
other
to
key
of
our
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
on us"
Operational Risks
section of
Item 1A
 Form 10-K.
During 2021,
we determined that,
as a
result of
the widely
reported breach of
Accellion, Inc.'s
File Transfer
Appliance
 tool, which
was being
used at
the time
breach by
a U.S.-based
third-party advisory
services vendor
of Popular,
of
was
compromised.
2023,
information of
customers'
data
was
 compromised
in
a
data
breach
incident
that
MOVEit,
the
file
transfer
platform
used
by
one
of
our
 providers. In both instances, Popular notified,
as required or otherwise deemed appropriate, customers identified
as affected by the
 incident. Furthermore,
during 2024,
threat actors
exploited a
zero-day vulnerability
Fortinet enterprise
management server
used
by
Evertec,
which
migrated
to
one
of
domain
controllers
due
to
a
network
environment.
While
 Evertec determined that
no BPPR customer
information was exfiltrated
as a result
of this incident,
underscores the risks
 inherent
in
dependency
on
Evertec.
these
incidents
did
not
have
a
on
its
strategy,
of
or
and
our
providers
agreed
to
cover
external
 remediation
costs
therewith,
a
compromise
of
or
the
of
our
 maintained by third party
vendors could result in significant
regulatory consequences, reputational damage and financial
loss to us.
 The success
business depends in
part on the
continuing ability of
these (and
other) third
parties to perform
these functions
 and
in
a
timely
and
satisfactory manner,
which performance
could
be
disrupted or
otherwise adversely
due
to
 failures
or
other information
events originating
at
the
third parties
or
at
the third
parties' suppliers
or
vendors
(so-called
 "fourth party risk"). We may not be able to effectively directly monitor or mitigate fourth-party risk, in particular as it relates to the use
 of common suppliers or vendors by the third parties
that perform functions and services for us.

As cyber
threats continue
to evolve,
we also
expend significant
additional resources
to continue
to modify
or
 enhance
our
layers
of
defense
or
to
investigate
and
remediate
vulnerabilities
or
incidents.
The
 obsolescence
in
our
hardware
or
our
to
mitigate
vulnerabilities.
System
enhancements and
updates
also
 create
risks
with
implementing new
systems
and
integrating
them
with
existing
ones,
risks
with
 supply chain compromises and the software development lifecycle of the systems used by us and our service providers. In
 addressing certain
information security
vulnerabilities, such
as hardware-based
vulnerabilities, may
the performance
systems.
The
of
our
hardware
and
providers
to
deliver
patches
and
updates
to
mitigate
 vulnerabilities in a timely manner can introduce
additional risks, particularly when a vulnerability is being actively
exploited by threat
 actors.
our
efforts
to
timely
mitigate
vulnerabilities
and
manage
such
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 Popular's operational systems,
or those of
external parties on which
Popular's businesses depend, are
unable to meet
 the requirements of our
businesses and operations or bank
regulatory standards, or if they
fail, have other significant
shortcomings
 or are impacted by cyber-attacks, Popular could
be materially and adversely affected.
 Unforeseen or
catastrophic events,
extreme weather
events and
other natural
disasters, man-made
disasters,
 acts of violence or
war, or the
emergence of pandemics or epidemics, could
cause a disruption in our
operations or other
 consequences that could have a material adverse
effect on our financial condition and results
 A
portion
of
our
are
located
in
the
Caribbean
and
Florida,
a
region
susceptible
to
hurricanes,
 earthquakes and other
similar events. In
2017, Puerto Rico,
USVI and BVI
were severely impacted
by Hurricanes Irma
and Mar a,
 which resulted in significant disruption to our operations and adversely affected
our clients in these markets, and in 2022, Hurricane
 Fiona impacted the
southwest area of
adversely affecting our
customers in
that region. 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
future, could
also adversely
impact our
operations and
financial results.
in 2020,
the COVID-19
 pandemic
severely
global
health,
markets,
spending
and
global
and
caused
 significant disruption to businesses
worldwide, including our business
and those of
our customers, service providers
and suppliers.
 Future unforeseen or catastrophic events, and actions taken by governmental authorities and other third parties in response to such
 events, could
our operations,
cause economic
and market
disruption, adversely
impact the
borrowers to
 timely repay
their loans,
or affect
collateral held
by us,
any of
have a
material adverse
effect on
our
 business, financial condition or results of operations. The frequency, severity and impact of future unforeseen or catastrophic events
 is
difficult
to
predict. 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
serve and
the potential
negative impact
to
 economic activity.

 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.
 Potential physical risks
from climate change
include the increase
frequency and severity
of weather
events, such as
storms
 and
hurricanes,
and
long-term
shifts
in
climate
patterns, such
as
sustained
and
lower
temperatures,
sea
level
rise,
heat
 waves
and
droughts,
among
Our
concentration
in
localities,
Rico,
the
U.S.V.I.,
B.V.I.
and
 Florida, particularly
susceptible to
risks arising
from climate
change, including
severe hurricanes
and sea
level rise,
heighten the
 threat we
face from
climate change. Additionally,
of climate
change in
the markets
operate and
in other
global
 markets may
have the
effect of
increasing the
costs or
reducing the
availability of
insurance needed
for our
business operations.
 Climate change may also create transitional risks resulting from a shift to a low-carbon economy.
These transition risks may include
 changes in the legal and regulatory landscape, technology, consumer sentiment and preferences, and market demands that seek to
 mitigate the
of climate
change. Changes
legal
and regulatory
landscape may
additionally increase
our compliance
 costs.
These
climate-driven
could
have
a
on
asset
and
on
our
and
 performance and those of our clients and customers.
 We
rely
on
other
to
key
of
our
infrastructure,
of
our
core
processing
and
and
which
exposes
us
to
a
number
of
 operational risks that could have a material
adverse effect on us.
 Third parties provide key components of our business operations, such
as data processing, information security, recording
 and monitoring transactions,
online banking interfaces and
services, Internet connections and
network access. The most
important
 of these
third-party service providers
for us
is Evertec. We
are dependent on
Evertec for
the provision of
essential services to
our
 business, including certain of our core financial transaction
processing and information technology and
security services. As a result,
 we
are
particularly
exposed
to
the
risks
of
Evertec,
those
to
its
architecture
and
 breakdowns or failures of Evertec's systems or internal
controls environment.

 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
infrastructure
and
environments,
which
 have in certain cases also
led to exposure of Popular information
and BPPR customer information. In particular,
the current level of
 obsolescence in the hardware and
software used by Evertec
to service us exposes
us to heightened operational and
 risks, including system outages.
Our ability to cure
legacy obsolescence in the
hardware and software we
procure from Evertec, to
 expand
our
over
being
by
Evertec,
as
well
as
to
the
segregation
of
our
 infrastructure,
is
to
be
lengthy
and
complex,
which
exacerbates
our
to
operational,
 cybersecurity,
risks. See
"The transition
to new
financial services
technology providers,
replacement of
services currently
 provided to us by Evertec, will be lengthy and
complex" in the Operational Risks section of Item 1A
in this Form 10-K below.

 While
we
select
third-party vendors
carefully
and
have
increased our
of
these
relationships, our
oversight is
 constrained by
ongoing visibility into
our vendor's systems
and operations, and
we do not
have direct control
over
 their actions, assets
or services. Any
problems caused by
these vendors, including
those resulting from
disruptions in the
 provided, vulnerabilities
in or
breaches of
the vendor's
systems or
environments, failure
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
our
to
deliver
and
to
our
and
our
 business, disrupt
our operations,
potential liability
to clients
and customers,
the imposition
of fines,
penalties or
 judgments by
our regulators,
lead to
exposure of
our information
or that
customers or
harm to
our reputation,
any of
which
 could materially and adversely affect us. The inability of our third-party service providers to timely address cybersecurity threats
may
exacerbate these
or
operational difficulties
of
a
vendor
could
also
hurt
our
operations if
those
interfere
with
the
vendor's
to
serve
us.
Replacing
these
vendors,
when
possible,
could
also
create
 significant delay and expense. Accordingly, the use of third parties creates an
unavoidable inherent risk to our business operations.
 The transition to new financial services technology providers, and the replacement of services currently provided to
us by
 Evertec, will be lengthy and complex.
 Switching from
one vendor
of core
bank processing
and related
technology and
security services
to
one
new
 vendors
is
a
complex
that
carries
and
The
implementation
cycle
for
such
a
transition
can
be
 lengthy and
require significant
financial and
management resources
from us.
Such a
transition can
also increase
costs (including

 conversion costs)
and expose
us and
our clients
to business
disruption, as
operational and
cybersecurity risks.
Upon the
 transition of all
or a portion
of existing services
provided by Evertec to
new financial services technology
providers, either (i)
 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
on our
 business, financial condition and results of operations. 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. Furthermore, we may
require transition
 assistance from
Evertec beyond
the term
MSA, delaying
and lengthening
any transition
process away
from Evertec
while
 increasing related costs.

Under the
MSA, we
are able
to terminate
services for
convenience with
180 days'
prior notice.
We expect
to exercise
term of
the MSA
the right
to terminate
certain services
for convenience
and to
transition such
services to
other service
 providers prior to the expiration
of the MSA, subject to
complying with the revenue minimums contemplated in
the MSA and certain
 other conditions. In
practice, in order
to switch
to a
new provider for
a particular service,
we will have
to commence procuring
and
 working on
a transition
process for
such service
significantly in
advance of
its termination
and, in
any case,
much earlier
than the
 automatic renewal notice date or the expiration date of
the MSA, and such process may extend beyond the current
term of the MSA.
 Furthermore, if
we
are
unsuccessful or
decide not
to
complete
the transition
after
expending significant
funds
and
 resources, it could also result in an adverse
effect on our business, financial condition and results
 LEGAL AND REGULATORY RISKS
 Our
businesses
are
regulated,
and
the
laws
and
that
apply
to
us
have
a
on
our
 business and operations.
 We are subject to extensive and evolving regulation
under U.S. federal, state and Puerto Rico laws
that govern almost all
 aspects of our operations and limit the businesses
in which we may be engaged, including
regulation, supervision and examination
 by federal, state and foreign banking authorities.
These laws and regulations have expanded
significantly over an extended period
 of time and are primarily intended for the protection
of consumers, borrowers and depositors. Compliance
with these laws and
 regulations has resulted, and will continue to
result, in significant costs. Additionally, the new federal administration is pursuing
a
 regulatory agenda significantly different from that of the
previous administration, including the possible
reversal of rules promulgated
 under the past administration and shifts in rulemaking,
supervision, examination and enforcement priorities.
The implementation of
 that agenda is happening rapidly and is constantly
evolving. The potential impact of any such changes
cannot be predicted at this
 time.
 Additional
laws
and
may
be
enacted
or
in
the
future,
and
the
application,
interpretation
or
 enforcement
of
laws
and
may
in
the
be
changed
(including
executive
orders),
in
ways
that
could
 significantly affect
our powers,
authority and
operations and
have a
material adverse
effect on
our financial
 and
of
operations. In
particular,
we
could
be
adversely impacted
by
in
laws
and
regulations,
or changes
in
the
 application, interpretation
or enforcement
of laws
and regulations,
that proscribe
or institute
more stringent
restrictions on
activities, impose
monetary fines
or
other
penalties on
institutions that
fail
to
with
applicable laws
and
 regulations, or
impose new
requirements relating
impact of
business activities
on ESG
concerns, the
management of
risks
with
those
concerns
and
the
to
which
ESG-related
objectives
are
taken
into
in
financing
and
other
 business activities and decision-making, such as
the offering of products intended
to achieve ESG-related objectives. For example,
states
have
enacted,
or
have
to
enact,
statutes
that
prohibit
from
denying
or
canceling
 products or services to a person, or otherwise discriminating against a person in making available products or services, on the basis
 of social
credit scores
and certain
other factors.
new laws
or regulations
could require
significant system
and process
 changes that require systems upgrades and could limit our ability to meet adoption timeframes or pursue our innovation
roadmap. 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
to
fines,
penalties
or
judgements,
or
to
 regulatory restrictions on
our business, which could
also materially and
adversely affect our
financial condition, liquidity,
 results of operations or capital position.
 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
those requirements.
during 2023,
the
 federal banking regulators indicated that they are considering
revisions to liquidity requirements applicable to banking organizations
 with $100 billion or more in light of
the failures of three large banks in March and
May 2023.
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.

 These proposals
and anticipated
proposals reflect
a trend
of increasingly
stringent regulatory
requirements for
 organizations
with assets
of
$100
or
more,
relative
to
smaller
organizations, as
well
as
less differentiation
in
the
 requirements applicable among banking organizations with $100 billion or more in assets.
Although Popular currently has less than
 $100
in
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
of
long-term
debt
or
incur
other
in
order
to
satisfy
 Our participation
(or lack
of participation)
in certain
governmental programs,
the Paycheck
Protection Program
 ("PPP") enacted
in response
COVID-19 pandemic,
also exposes
us to
increased legal
and regulatory
risks. We
have also
 been and could continue to
be exposed to adverse
action for the violation of
applicable legal requirements or the improper
 of our employees in connection with such loans. For example, on January 24, 2023, Popular Bank consented to the imposition of an
 order from
Reserve Board
requiring it
to
pay a
$2.3 million
civil money
penalty to
settle certain
findings arising
from
 Popular Bank's approval of six Payment Protection Program
loans.

 We
are from
time to
time subject
to information
requests, investigations
regulatory enforcement
 from departments and agencies of the U.S. and
Puerto Rico governments, including those that investigate
compliance with
 U.S. sanctions and consumer protection laws and regulations, which may
expose us to significant penalties and collateral
 consequences, and could result in higher compliance
costs or restrictions on our operations.
 We
from
time-to-time
self-report
matters
to,
or
receive
requests
for
from,
departments
and
of
the
U.S.
and
Rico
governments,
with
to
with
protection
laws
and
 regulations.
For
example,
BPPR
has
in
the
past
requests
for
information,
such
as
subpoenas
and
civil
investigative
 demands
from
U.S.
regulators,
concerning
add-ons
on
products,
real
appraisals
and
 residential and
construction loans
Rico. BPPR
has also
self-identified and
reported to
applicable regulators
 matters related to U.S. sanctions, as well as mortgage,
credit reporting and other consumer lending practices.

 Incidents of this nature and investigations or examinations by governmental authorities have resulted in the past, and may
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. Any such settlements or orders
that we enter into, or that regulatory authorities impose
on us could
 require enhancements to our
procedures and controls and
entail significant operational and
compliance costs. Furthermore, issues
 or delays in satisfying the requirements of a regulatory settlement or
action on a timely basis could result in additional
penalties and
 enforcement actions, which could be significant. In connection with the resolution of regulatory proceedings, enforcement authorities
 may seek admissions of wrongdoing and, in some cases, criminal pleas, which
could lead to increased exposure to private litigation,
 loss of clients or customers, and restrictions on offering certain products or
services. In addition, responding to information-gathering
 requests,
investigations
and
other
proceedings,
regardless
of
the
ultimate
of
the
matter,
could
be
time-
 consuming, expensive and divert management attention
from our business.

 Financial services
institutions such
as Popular
heightened expectations
and regulatory
scrutiny in
 recent years.
Our regulators'
oversight is
not limited
to banking
and financial
services laws
but extends
to other
significant laws
 such as those related to anti
money laundering, anti-bribery and anti-corruption laws. Further,
regulators in the performance of their
 supervisory and enforcement
duties, have significant
discretion and power
to prevent or
remedy what they
deem to be
unsafe and
 unsound
or
violations
of
laws
by
banks
and
bank
Therefore,
the
of
any
investigative
or
 enforcement action, which may take years and be
material to Popular, may be difficult to predict or estimate.

 Complying with economic and trade sanctions programs
and anti-money laundering laws and regulations
can increase our
and
costs
and
If
we,
and
our
affiliates
or
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,
and
penalties,
and
other
actions,
as
well
as
 governmental investigations.

 As
a
federally
regulated
institution,
we
must
with
and
and
trade
and
 embargo
administered by
the
Office
of
Foreign
Control
("OFAC")
of
the
U.S.
Treasury,
as
well
as
anti-money
 laundering laws and regulations, including those under
the Bank Secrecy Act.
 Economic and trade sanctions regulations and programs administered by OFAC prohibit U.S.-based entities from entering
 into or facilitating
unlicensed transactions with, for
the benefit of,
or in some
cases involving the
property and property interests
of,
 persons,
governments or
countries
designated by
the
U.S.
government under
one
or
more
regimes,
and
also
prohibit
that
a
that
is
received in
a
country
under
one
or
more
regimes.
We
are
also
a variety
of reporting
requirements under
the Bank
Secrecy Act,
including the
requirement to
file suspicious
 activity and currency
transaction reports, that
are designed to
assist in
the detection
and prevention of
money laundering, terrorist
 financing
and
other
criminal
activities.
In
as
a
we
are
to,
among
other
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. Failure
Corporation, its
subsidiaries, affiliates
or
third-party service
providers to
comply with
these
laws
and
could
have
serious
legal
and
reputational
consequences
for
the
Corporation,
the
possibility
of
 enforcement
or
other
legal
action,
civil
and
criminal
penalties.
We
also
incur
costs
and
face
greater
 compliance risks in
structuring and operating
our businesses to comply
with these requirements. The
markets in which
we operate
 heighten these costs and risks.
 We have established risk-based policies and procedures and employed software designed to
assist us and our personnel
 in complying
with these
applicable laws
and regulations.
Even if
the appropriate
controls are
in place,
there can
be no
assurance
 that
our
and
procedures will
prevent
us
from
blocking
and
rejecting
all
of
our
or
our
 customers' customers
that may
involve a
sanctioned person,
government or
country.
Any failure
to detect
and prevent
any such
could
in
a
violation
of
laws
and
and
our
reputation,
 condition and results of operations.
 From time
to time
we have
identified and
voluntarily self-disclosed
to OFAC
transactions that
were not
timely identified,
 blocked
or
rejected
by
our
and
for
screening
that
might
violate
the
and
 economic and
trade sanctions
programs administered
by OFAC.
second quarter
of 2022,
BPPR entered
 into
a
settlement
with
OFAC
with
to
processed
on
behalf
of
two
of
the
of
Venezuela,
in
apparent
violation
of
U.S.
against
Venezuela.
agreed
to
pay
 $256,000 to settle the
apparent violations, which had been
self-disclosed to OFAC.
There can be no
assurances that any failure
to
 comply with
U.S. sanctions
and embargoes,
or
with anti-money
laundering laws
and
regulations, will
not result
in material
fines,
 sanctions or other penalties being imposed on us.
 Furthermore, if
the policies,
controls, and
procedures of
one of
third-party service
providers, together
 with our
third-party oversight
providers, do
not prevent
it from
violating applicable
laws and
regulations in
transactions in
 which it engages, such violations could adversely affect its
ability to provide services to us.

 We are
adequacy requirements, and
if we
fail to
meet these
requirements our
business and
 financial condition will be adversely affected.
 Under regulatory capital adequacy requirements, and other
regulatory requirements, Popular and our banking
 must
meet
that
of
and
off-balance
sheet
items,
to
judgments
by
regulators
components,
risk
weightings
and
other
factors.
If
we
fail
to
meet
these
minimum
and
other
requirements,
our
and
will
be
and
 affected. If
a financial
fails to
maintain well-capitalized
status under
the regulatory
framework, or
is deemed
not
 well managed
under regulatory
exam procedures, or
if it
experiences certain
regulatory violations, its
status as
a financial
 company and its
related eligibility for
a streamlined review
process for acquisition
proposals, and its
ability to offer
certain financial
 products, may be
compromised and its
financial condition and
results of operations
could be adversely
affected. The failure
subsidiary
of
a
to
well-capitalized
or
well-managed
status
could
have
 similar consequences.

 In
addition, federal
regulators
have proposed
revisions to
increase capital
requirements for
banking organizations
with
 $100 billion or more in assets. If adopted, such standards may in the future affect us. 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.
 Substantially
all
the
of
BPPR
and
PB
are
to
up
to
by
the
FDIC's
 insurance fund
("DIF") and, as
a result, BPPR
are subject to
FDIC deposit
insurance assessments. On
October 18, 2022,
 the FDIC
finalized a
rule that
increased initial
base deposit
insurance assessment
rates by
2 basis
points, beginning
first
 quarterly assessment period of 2023. In addition, in November 2023, the FDIC finalized a rule that imposes a special assessment to
 recover the costs to the DIF resulting from the FDIC's
use, in March 2023, of the systemic risk exception to
the least-cost resolution
 test
under
the
FDIA
in
with
the
receiverships
of
Silicon
Valley
Bank
and
Signature
Bank.
The
exact
of
this
 assessment will be determined when the FDIC terminates
the related receiverships considered in the final
rule. Accordingly, the final
 special assessment
amount and collection
period may change
estimated cost
is periodically adjusted
or if
the total
 collected varies.
in June
2024, due
to an
increased estimate of
losses, the
FDIC announced that
it projects
 special assessment will be collected for an additional
two quarters beyond the initial eight-quarter
collection period, at a lower rate.
 We
are generally
unable to
control the
premiums or
additional assessments
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.
Any future
 increases in
FDIC premiums,
assessment rates
or special
assessments may
materially adversely
affect our
 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 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.
 We
face
legal
risks
in
our
businesses,
and
the
of
claims
and
of
damages
and
penalties
claimed
in
 litigation and regulatory proceedings against financial institutions
remains high. We are involved
in a number of litigation,
arbitration
 and regulatory proceedings
ordinary course of
our business. Substantial
legal liability or
significant regulatory action
against
 us could have material
adverse financial effects or cause significant
reputational harm to us or
other adverse consequences, which
 in turn could seriously harm our business prospects. For further information relating to our legal risk, see Note 24 - "Commitments &
 Contingencies", to the Consolidated Financial Statements
in this Form 10-K.
 LIQUIDITY RISKS
 We
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.

 We must
maintain adequate liquidity
and funding sources
to support
our operations, fund
customer deposit withdrawals,
 repay
borrowings
and
debt,
with
our
obligations,
fund
planned
and
meet
The
most
source
of
funds
are
bank
and
In
to
of
arrangements,
such
as
those
with
the
 Reserve Bank of
and the Federal
Home Loan Bank
of New York
("FHLBNY"), unpledged securities from
our investment
 portfolio, the capital markets and proceeds from loan
sales or securitizations.

and
to
fund
and
operate
its
could
be
by
a
variety
of
 conditions and
factors, some
of which
are out
of Popular's control.
market events
or disruptions,
periods of
 market stress and
low investor confidence in
financial institutions could result
in deposit withdrawals, especially
to the extent
those
 deposits are in
excess of the
FDIC-insured limit of
$250,000. As of
we had $13
billion of total
deposits (other
 than collateralized
public funds,
which represent
public deposit
balances from
governmental entities
its territories,
 including Puerto Rico
United States Virgin
Islands, that are
collateralized based on
such jurisdictions'
applicable collateral
 requirements) in excess of
the FDIC-insured limit. We
may also suffer outflows
of customer deposits due
to competition from
other
 banks or
alternative investments. In
addition, in
periods of
stress, we
may not
be able
to access
existing funding sources,
 the capital markets or to sell or securitize loans or
other assets, or to access such sources or to
sell or securitize assets on favorable
 terms.
 In addition, actions
by the rating agencies
could raise the cost
of our borrowings, since
lower rated securities are
usually
 required by the
market to pay
higher rates than
obligations of higher credit
quality. 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
have
not
upgraded
their
"non-investment
grade"
rating.
The
for
non-

grade securities
is
much
smaller
and
less
liquid than
for investment
grade securities.
If
we
were to
attempt
to
issue
 preferred stock
or debt
securities into
the capital
markets, it
is possible
that there
would not
be sufficient
demand to
complete a
 transaction or
cost could
be substantially
higher than
for more
highly rated
securities. If
Popular is
unable to
access the
 capital markets on favorable terms, our liquidity
may be adversely affected.
 Changes in our ratings and capital levels could affect our
relationships with some creditors and limit our
access to funding.
having negative
tangible capital
may impact
our ability
to
access some
sources of
wholesale funding.
The Federal
 Housing Finance
Agency restricts the
FHLBNY from
lending to
members of
the FHLBNY
with negative
tangible capital
unless the
 member's primary banking regulator makes a written request to the
FHLBNY to maintain access to borrowings. Both BPPR
 have secured borrowing facilities with the FHLBNY and
could borrow up to $3.2 billion
and $1.5 billion respectively as of
 31,
2024,
of
which
$0.1
and
$0.4
billion respectively
were used.
Losing
to
the
FHLBNY borrowing
facilities could
at
the
if
BPPR
or
PB
cease
to
be
well-capitalized,
the
FDIA
and
thereunder
would
restrict
their
to
accept
and
limit
the
rate
of
on
 Our banking
subsidiaries also
have recourse
obligations under certain
agreements with
third parties,
including servicing
 and custodial agreements, that include ratings covenants. Upon failure to maintain the required credit ratings,
the third parties could
 have
the
right
to
us
to
engage
a
substitute
fund
custodian
and
securing
obligations.
 Collateral
pledged by
us
to
secure
obligations approximated
$23.9 million
on
2024.
While management
 expects that we would be able to meet any additional
collateral requirements if and when needed, the requirements
to post collateral
 under certain agreements or the loss of custodian
funds could reduce our liquidity resources and
impact our results of operations.

 As a holding company, we depend on dividends and distributions from
our subsidiaries for liquidity.
 As a bank holding company,
we depend primarily on dividends from
our banking and other operating subsidiaries
to fund
 our cash needs, including to capitalize our subsidiaries. Our banking subsidiaries, BPPR and PB, are limited by law in their ability to
 make dividend
payments and other
distributions to
us based
on their earnings,
dividend history,
and capital
position. Based on
its
 current financial condition,
PB may
not declare or
pay a
dividend without the
prior approval of
the Federal Reserve
Board and
the
 NYSDFS. A
failure by
our banking subsidiaries
to generate
sufficient income
and free
cash flow to
make dividend
payments to
us
 may
our
fund
our cash
needs, which
could have
a negative
impact on
our financial
condition, liquidity,
of
 operation or capital position. Such failure could also affect
our ability to pay dividends to our stockholders and to
repurchase shares
 of our common stock. We have in the past suspended dividend payments
on our common stock and preferred stock during times of
 economic uncertainty,
and there
can be
no assurance
will be
able to
declare dividends to
our stockholders
in
 any future periods.

 An
on
the
of
our
could
also
limit
the
of
we
may
 upstream to the holding company. Tangible
capital levels have in the past been, and may in the future be,
adversely affected by the
 impact of
rapidly rising interest
rates on investment
securities in our
available-for-sale portfolio. For
a discussion of
risks related to
 changes in interest
rates, see "Changes
in interest rates
and credit spreads
can adversely impact
our financial condition,
 our investment portfolio, since a significant portion of
our business involves borrowing and lending money,
and investing in financial
 instruments" in Item 1A of this Form 10-K.
 We also depend
on dividends from our
banking and other operating subsidiaries
to pay debt service
on outstanding debt
 and to repay maturing debt. Our ability to
declare such dividends would be subject to regulatory requirements and could
require the
 prior approval of the Federal Reserve Board.
 STRATEGIC RISKS
 Potential acquisitions of businesses or
loan portfolios could increase some
of the risks that
we face, and may
be delayed
 or prohibited due to regulatory constraints.
 To
permitted by
our applicable
regulators, we
may pursue
strategic acquisition
opportunities. Acquiring
other
 businesses, however, involves various risks,
including potential exposure to unknown or contingent liabilities of the
target company,
to
asset
issues
of
the
target
company,
disruption
to
our
the
possible
loss
of
key
 employees and customers of
the target company,
and difficulty in
estimating the value of
the target company.
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.
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
on our
business, financial condition
 and results of operations.
 Similarly,
acquiring
loan
involves
When
acquiring
loan
portfolios,
makes
 assumptions and
judgments about
the collectability
loans, including
the creditworthiness
of borrowers
the
 real
estate and
other assets
serving
as collateral
repayment of
secured loans.
In
estimating the
extent of
the losses,
we
 analyze
the
loan
based
on
historical
loss
experience,
and
classification
of
and
trends
in
 delinquencies
and
nonaccruals,
local
and
other
pertinent
information.
If
our
are
incorrect,
 however,
our actual
losses could
be higher
than estimated
and increased
loss reserves
required, which
would negatively
 affect our results of operations.
 Finally, certain
acquisitions by financial institutions,
including us, are
subject to approval
by a variety
of federal and
state
 regulatory agencies.
Regulatory approvals
could be
delayed, impeded,
restrictively conditioned
or denied.
We may
fail to
pursue,
 evaluate
or
complete
strategic
and
competitively
acquisition
opportunities
as
a
of
our
inability,
or
perceived
or
 anticipated inability,
to obtain regulatory
approvals in a
timely manner,
under reasonable conditions or
at all. Difficulties
 with
acquisitions
that
may
from
these
could
have
a
on
our
 condition and results of operations.
 We
have
embarked
on
a
broad-based
multi-year,
technological
and
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
 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. As
part
 of this
transformation, we are
making significant investments
in technology,
talent and
new digital
and data
capabilities in
 provide our customers with more personalized and
accessible services, increase employee performance and satisfaction with more
 agile work processes, and generate sustainable
profitable growth and value for our shareholders.

 We may
not succeed in
executing the transformation
program, may fail
to properly estimate
costs of the
same, or may
 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
by
these
efforts.
To
the
that
these
disruptions
persist
over
time
and/or
recur,
this
could
our
position,
expenditures, and/or
harm
our
relationships
with
our
and
thus
may
 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.
 We
operate
in
a
highly competitive
environment, in
which
we
on
the
basis
of
a
number of
 customer service,
quality and variety
of products
and services,
price, interest rates
on loans
and deposits,
innovation, technology,
 ease of use, reputation, and transaction execution. While our main competition
continues to come from other Puerto Rico banks and
 financial institutions, we
face increased competition
from non-Puerto Rico
institutions, as emerging
technologies and the
growth of
 e-commerce
have
reduced
barriers.
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
providers and
technology companies
to
provide electronic
and
internet-based financial
solutions
and services.
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,
negatively impact
financial condition,
liquidity results
of
 operations or capital position.
 If we are unable to
meet constant technological changes and react quickly to
meet new industry standards, including as a
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.
 To compete effectively,
we need to constantly enhance and modify our products and services and introduce new products
 and
to
attract
and
retain
clients
or
to
match
and
offered
by
our
competitors,
 companies and other
nonbank firms that
are engaged in
providing similar products
and services. Our
ability to compete
effectively
 will
depend
in
part
on
our
to
react
quickly
to
meet
new
and
use
new
technology,
such
as
artificial

 intelligence, to satisfy customer
demands, as well as
to create additional efficiencies
in our operations.
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.

 Some
of
our
rely
on
and
outsourcing
that
are
much
larger
than
 Evertec, serve a
greater number of
clients than Evertec,
and may have
better technological capabilities and
product offerings than
 Evertec.
typically
make
to
develop
and
modify
their
 product
and
offerings
to
facilitate
their
customers'
with
the
extensive
and
evolving
and
 requirements, and,
in most
cases, such
costs are
borne by
the technology
provider.
Because of
our contractual
relationship with
 Evertec, and because Popular is the
sole customer of certain of
Evertec's services and products, we
have in the past borne
the full
 cost of such developments and modifications and
may be required to do so in the future, subject
to the terms of the MSA.
the terms,
speed, scalability,
and functionality
of Evertec's
technology services
 when compared
to offerings
from its
competitors. Evertec's
failure to
sufficiently invest
in and
upscale its
technology and
 infrastructure to
meet the
rapidly changing
technology demands
industry may
us being
unable to
meet
 expectations and
attract or
retain customers.
Furthermore, Evertec's
strategy and
investments may
also be
refocused away
from
towards other
strategic initiatives.
Any such
impact could,
in turn,
reduce Popular's
revenues, place
us
in
a competitive
 disadvantage and
significantly affect
financial condition,
operations or
capital position.
While we
 have
over
time
narrowed
the
scope
of
which
we
are
on
to
obtain,
in
exchange
for
releases
from
 exclusivity restrictions
that
limited our
engage other
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.
We
may
also
be
exposed
to
heightened
risks
in
with
our
dependency
on
with
 respect to BPPR's
merchant acquiring business,
which exclusivity was
extended until 2035,
and with respect
ATH
Network,
 which commitment BPPR extended until 2030, in light
of the pace of technology changes and competition
in the payments industry.
 The ability to attract and retain qualified employees
is critical to our success.
 Our
success
depends,
in
large
part,
on
our
to
attract
and
retain
qualified
employees.
Competition
for
qualified
 candidates,
especially in
the
area of
information technology,
is
intense
and
has
recently as
a
of
a
tighter
labor
 market.
Increased
competition
may
lead
to
in
attracting
or
retaining
qualified
employees, which
may,
in
turn,
lead
to
 significant challenges in the execution of our business strategies
and have an adverse effect on the quality of the service we provide
 to
the
and
communities
we
serve.
Such
challenges
could
our
and
 condition. In addition, increased competition
may lead to higher compensation
packages and more flexible work
arrangements. We
 may also be required to hire employees outside of
our market areas for certain positions that require specific expertise,
employment and tax
compliance-related expenses, challenges
and risks. In
addition, flexible work
arrangements, such as
 remote or hybrid work
models, have led to
other workplace challenges, including fewer opportunities for
face-to-face interactions or
 to promote a cohesive corporate culture and heightened
cybersecurity, information security and other operational risks.
 Our
to
attract
and
retain
qualified
is
also
by
limitations
on
our
 practices, such as clawback requirements of incentive compensation, which may not affect other institutions with which we compete
 for talent.
The scope
and content of
regulators' policies
on executive compensation
develop and are
likely to
 evolving. Such policies and limitations on our compensation
practices could adversely affect our ability to attract, retain and motivate
 talented senior leaders in support of our long-term
strategy.
 OTHER RISKS
 An impairment
goodwill, deferred
or amortizable
intangible assets
could adversely
affect our
 condition and results of operations.
 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.
 Under
GAAP,
is
tested
for
at
least
annually
and
amortizable
are
tested
for
when
or
in
circumstances indicate
the
carrying value
may
not
be
recoverable. 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
a deterioration in
global or
local economic conditions,
declines in

 our market capitalization, reduced future earnings estimates, and interest rate changes. The goodwill impairment evaluation process
us
to
make
and
with
regards
to
the
fair
value
of
our
units.
Actual
may
from
these
estimates.
Such
differences
could
in
of
that
would,
in
turn,
 impact our results of operations and the reporting
unit where the goodwill is recorded.
 The
of
a
tax
asset
is
realizable
is
based
on
weighting
all
evidence.
The
 realization
of
tax
assets, including
carryforwards
and
deductible temporary
differences,
depends upon
the
existence
of
 sufficient taxable
income of the
same character during
the carryback or
carryforward period. The
analysis considers all
sources of
 taxable income
realize the
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. Changes in these
factors may affect
the realizability of our
deferred tax assets in
our Puerto Rico and
U.S.
 If our
goodwill, deferred
or amortizable
intangible assets
become impaired,
we may
be required
to record
a
 significant charge to earnings, which could adversely
affect our financial condition and results of operations.
 We could experience unexpected
losses if the estimates
or assumptions we use
in preparing our financial
statements are
 incorrect or differ materially from actual results.

 In preparing
our financial
statements pursuant to
U.S. GAAP,
we are
required to
make estimates
and assumptions
that
 are often based
on subjective and
complex judgments about
matters that are
inherently uncertain. For example,
we use estimates
 and assumptions to determine our allowance for credit losses, our
liability for contingent litigation losses, and the fair value of certain
liabilities, such
securities, loans
held for
sale, MSRs,
intangible assets
and deferred
tax assets.
If such
or
assumptions are
incorrect
or
from
results,
we
could
unexpected
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.
 ITEM 1B. UNRESOLVED STAFF COMMENTS
 None.
 Item 1C. Cybersecurity
 The
assesses,
identifies
and
manages
risk
as
part
of
the
risk
 framework, alongside
associated information
security,
anti-money laundering
and counterterrorism,
operational, fraud,
regulatory,
 legal and reputational risks, among others.

 The Corporation has established three management
committees that oversee and monitor different aspects of
cybersecurity risk.

The
Enterprise Risk
Management Committee
(the "ERM
Committee"), chaired
by
the Chief
Risk Officer,
oversees and
 monitors
the
risks
in
the
Risk Appetite
Statement
(the
"RAS")
of
the
Risk
Policy,
 including cybersecurity risks.

The Information
Cyber Risk
Committee ("ITCRC"),
chaired by
the Chief
Officer and
the Chief
 Information and
Digital Strategy
Officer, oversees
and monitors
information technology
("IT"), privacy
and cybersecurity
 risks, mitigating
actions and
controls, applicable
regulatory developments, key
risks metrics,
and IT
and cyber
incidents
 that may result in operational, compliance and reputational

The
Operational
Risk
Committee ("ORCO"),
chaired
by
the
Chief Risk
oversees
and
monitors
risk
 management activities
to ensure
the development
and consistent
application of
operational risk
policies, processes
and
 procedures that
measure, limit
and manage
operational risks
while maintaining
the effectiveness
and
 efficiency
of
the
operating and
processes. 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.

 The Board
has also established
a Board-level Risk
Management Committee ("RMC"),
which is responsible
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 RMC holds periodic meetings in
which management provides
 an
overview of
Popular's cybersecurity
threat
risk management
and strategy
processes,
which includes
summaries
of
escalated
 incidents
and
incident
remediation
status.
Our
Chief
Chief
and
Digital
Strategy
Chief
 Information Security Officer
("CISO"), Chief Risk
Officer and the
Financial and Operational
Risk Management Division
(the "FORM
 Division")
Manager
participate
in
such
meetings.
The
RMC
is
also
responsible
for
(i)
overseeing
the
development,
 implementation
and
maintenance
of
the
(the
"Information
Program");
(ii)
 approving the Corporation's risk management program
and any related policies and controls;
(iii) overseeing the implementation by
management of
risk management
program and
any related
policies, procedures
and controls;
 and (iv) reviewing reports regarding selected topics
such as cyber.

 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.

 In
as
part
of
the
Board's
director
education
plan,
 members of the
Board take, on
an annual basis,
a cybersecurity training that
provides the Board with
an overview of
 principles and regulations that are relevant to our institution
and the Board's oversight function.

 To identify, assess and manage risks from cybersecurity threats, the Corporation has established a three lines of defense
 framework. The first line of defense is composed of business line management that identifies and manages the risks associated with
 business activities, including cybersecurity risk. The second line of defense is made up of members of the Corporation's Corporate
 Risk Management Group and the Corporate Security Group (the "CSG") who, among other things, measure and report on the
 Corporation's risk activities. In such line of defense, the FORM Division, within the Corporate Risk Management Group, is
 responsible for (i) establishing baseline metrics that measure, monitor, limit and manage the framework that identifies and manages
 multiple and cross-enterprise risks, including cybersecurity risks; and (ii) articulating the RAS and supporting metrics, including
 those related to operational risk, business continuity, disaster recovery and third-party management oversight processes.
 Meanwhile, Popular's Cyber Security Division (the "CSD"), which is headed by the CISO and reports to the CSG, is responsible for
 the development of strategies, policies and programs to assess and mitigate cybersecurity risks. 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. Lastly, the third line of defense consists of the Corporate Auditing Division, which independently provides
 assurance regarding the effectiveness of the risk framework and reports directly to the Audit Committee of the Board.

 Popular monitors various vectors of threats and utilizes open-source intelligence forums and communities such as the Financial
 Services Information Sharing and Analysis Center and the Cybersecurity and Infrastructure Security Agency, among others, to
 receive threat intelligence feeds which are reviewed by the CSD. As cybersecurity threats are identified, they are evaluated to
 assess the level of exposure and the potential risk to Popular. The ITCRC and the ERM Committee discuss and track the threats
 identified in internal assessments and scans or in third-party reports. Depending on the evolution and materiality of the threat, these
 are escalated to the RMC as appropriate.

 The CSD
develops the
Information Security Program,
which considers and
evaluates risks
posed by
cybersecurity threats,
 and
impacting
the
and
the
The
Program
outlines
the
 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. 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.
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. The 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. The
IRP outlines
the measures
Popular must
take to
prepare for,
detect, respond
to and
recover from
incidents,
which
to
triage,
severity
for,
escalate,
contain,
investigate
and
remediate
 incidents, as well as to comply with potentially
applicable legal obligations and mitigate brand
and reputational damage.

 The Corporation also undertakes the below listed
additional activities in its effort
to maintain regulatory compliance, identify,
 and manage its material risks from cybersecurity
threats, and to protect against, detect and
respond to cybersecurity incidents:

Conduct
tabletop
exercises
that
simulate
incidents
to
raise
awareness
and
enhance
responsive
 measures;

Assess how business
and corporate strategies, new
products, technology deployments, external
events and the
evolution of
 threats impact
information security
controls in
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
with
escalation
protocols
for
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.

 Popular engages third parties to assist in certain cybersecurity matters.
 In particular, Popular uses the expertise of third parties to
 perform specialized assessments to test its systems, such as periodic penetration testing, that provide insights into the effectiveness
 of its controls. Popular also engages third parties to provide computer forensics and investigations services as needed to assess
 and address actual or potential cybersecurity incidents. In addition, Popular hires third parties to provide the first level security
 monitoring of Popular's external and internal networks.

 Popular's Outsourced
Risk Management
Policy
outlines the
management of
risks
use
of third-
 party service
providers, and
the CSG
assesses the
impact and
cybersecurity and
privacy risk
providers. 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.
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.
 Under the heading "We and our third-party providers have been, and expect in the future to continue to be, subject to cyber-attacks,
 which could cause
substantial harm and
have an adverse
effect on our
business and results
of operations." and
"We rely on
other
 companies to
provide key components
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
on
us.",
as
part
of
our
risk
factor
in
Item
1A
in
this
Form
10-K,
which
are
 incorporated by
reference herein,
 we describe whether and how risks from identified cybersecurity threats, including as a result of
 any previous cybersecurity incidents, could have materially affected or are reasonably likely to materially affect us, including our
 business strategy, results of operations, or financial condition.

 The CSG
operates under
the direction
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
Program
and
the
design
and
execution
of
the
audit
plan
of
the

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. Prior to
that, she served
 as Senior
Vice President
and General
Auditor of
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.

 The
CISO
has
over
years
of
work
in
roles
in
major
involving
leading
top-level
 cybersecurity governance
strategy and
initiatives, integrating
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.
 He holds the title of CISO and Cybersecurity Division
Manager and has been in this role since
2019.

 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.

He holds the title of Executive Vice President and
Chief Risk Officer and has been in
his role since 2011.
 Prior to
joining the
Corporation, he served
for 17
years as
Chief Financial
Head of
Retail Bank
and Mortgage
Operations,
 Head of Commercial and Construction Mortgage and
Head of Interest Rate Risk, among
other positions, for other banks.
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.
Prior
to
that
she
held
positions
for
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
Audit
and
IT
for
other
industries
throughout
her
career.
She
holds
a
BBA
with
majors
in
and
 Information Systems, and a Master of Science in Information
Technology Management.

 ITEM 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. The principal properties owned by Popular
for banking operations
 and other services
are described below.
Our management believes that
each of our
facilities is well
maintained and suitable
for its
 purpose.
 Popular Center, the twenty-story Popular and BPPR headquarters building, located
at 209 Mu oz Rivera Avenue, Hato Rey,
 Rico.

 Popular Center North Building, a three-story building, on
the same block as Popular Center.

 Popular Street Building, a parking and office building located
at Ponce de Le n Avenue and Popular Street, Hato
Rey, Puerto Rico.

 Cupey Center
Complex,
one building, three-stories
high, two
buildings, two-stories high
each, and
two buildings three-stories
high
 each located in Cupey, R o Piedras, Puerto Rico.

 Old San Juan Building, a twelve-story structure
located in Old San Juan, Puerto Rico.

 Guaynabo Corporate Office Park Building, a two-story building
located in Guaynabo, Puerto Rico.

 Altamira Building,
a nine-story office building located in Guaynabo,
Puerto Rico.

 El Se orial Center, a four-story office building and a two-story branch building
located in R o Piedras, Puerto Rico.

 Ponce de Le n 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.

 ITEM 3. 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 DISCLOSURE
 Not applicable.
 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".

 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.
Our ability
to declare
or pay
dividends on,
or purchase,
redeem or
 acquire, the Common
Stock is subject
to certain restrictions
in the event
that Popular fails
to pay or
set aside full
dividends on the
 Preferred Stock for the latest dividend period.
 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
repurchase authorization
of up
to
 $500 million announced on July
24, 2024. The Corporation's planned common
stock repurchases may be executed in
open market
 transactions,
privately
negotiated
transactions,
block
trades
or
any
other
manner
by
the
The
timing,
 quantity
and
price
of
such
repurchases
will
be
to
the
and financial
performance, the
capital impact
of strategic
initiatives and
regulatory and
tax considerations.
The common
 stock repurchase
program does
not require
to acquire
a specific
dollar amount
or number
of shares
and may
be
 modified, suspended or terminated at any time without prior
notice.
 On July 12, 2022, the Corporation completed an accelerated share repurchase ("ASR") program for the repurchase of an
 aggregate $400
Popular's common stock
an initial
delivery of
3,483,942 shares
were delivered
in March
2022
 (the
"March
ASR
Agreement").
Upon
the
final
settlement
of
the
March
ASR
Agreement,
the
an
 1,582,922
of
stock.
The
repurchased a
total
of
5,066,864 shares
at
an
price
of
 $78.94, which were recorded as treasury stock by
$440 million under the March ASR Agreement.
 On December
7, 2022
completed the
settlement of
another ASR
Agreement for
the repurchase
of an
 aggregate $231
Popular's common stock,
an initial
2,339,241 shares
were delivered
on August
26, 2022
(the
 "August ASR Agreement"). Upon the final settlement of the ASR Agreement, the Corporation received an additional 840,024 shares
 of common
stock. The
Corporation repurchased
a total
of 3,179,265
shares at
an average
purchase price
of $72.66,
which were
 recorded as treasury stock by $245 million under
the August ASR Agreement.
 Additional information concerning legal or
regulatory restrictions on the payment
of dividends by Popular,
BPPR and PB
 is contained under the caption "Regulation and Supervision"
in Item 1 herein.
 As
of
February
27,
2025,
had
6,100
stockholders
of
record
of
the
Common
Stock,
not
beneficial
 owners whose shares
are held in
record names
of brokers
or other
nominees. The last
sales price
Common Stock
on that
 date was $100.41 per share.

 Preferred Stock
 Popular has 30,000,000 shares of
authorized Preferred Stock that may
be issued in one
or more series, and the
 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. 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.
Our
to
declare
and
pay
on
the
Preferred
Stock
is
on
 considerations,
the
guidelines
of
the
Board
and
dividends.
The
Board
of
 Directors is not obligated to declare dividends and
dividends do not accumulate in the event
they are not paid.
 Monthly
on
the
Preferred
Stock
amounted
to
a
total
of
$1.4
for
the
year
2024.
There
can
be
no
 assurance that any dividends will be declared on
the Preferred Stock in any future periods.
 Dividend Reinvestment and Stock Purchase Plan
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.
 Under the
Plan, shareholders
may
also purchase
Common Stock
at
prevailing market
prices by
making
optional cash
 payments.
 Equity Based Plans
 On May
12, 2020, the
stockholders of
approved the Popular,
Inc. 2020
Omnibus Incentive Plan,
which
 permits the
Corporation to issue
several types of
stock-based compensation to
employees and directors
of the Corporation
and/or
 any of its subsidiaries (the "2020 Incentive Plan"). 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
 common stock remaining available for future issuance under this plan was 2,896,568. For information about
the securities remaining
 available for issuance under our equity-based plans,
refer to Part III, Item 12.
 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
 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. The
acquired shares of
 common stock were added back to treasury
stock.

 [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. 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.
 Stock Performance Graph (1)
 The graph
below compares
the cumulative
total stockholder
return during
the measurement
period with
the cumulative
 total return, assuming reinvestment of dividends, of
the Nasdaq Bank Index and the Nasdaq Composite
Index.
 The
cumulative
total
stockholder
was
obtained
by
dividing
(i)
the
cumulative
of
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.
 Comparison 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
or
be
filed
under
the
Securities
Act
of
1933
or
the
 Securities Exchange Act of 1934.
 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 The information required by this item is included in
this Form 10-K, commencing on page 53.
 ITEM 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
 within Management's Discussion and Analysis of Financial
Condition and Results of Operations in this
Form 10-K.
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 The information required by this item appears under the caption "Statistical Summaries" on pages 105 to 107 of this Form
 10-K.
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 Not Applicable.
 ITEM 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
 Our
management,
with
the
participation
of
our
Chief
Executive
Officer
and
Chief
has
the
of
our
and
(as
such
term
is
in
Rules
13a-15(e)
and
15d-15(e)
under
the
 Exchange Act) as
of the end
of the period covered
by this report.
Based on such
evaluation, our Chief Executive
Officer and Chief
Officer
have
concluded
that,
as
of
the
end
of
such
period,
our
and
are
in
 recording, processing, summarizing and
reporting, on a timely
basis, information required to
be disclosed by Popular
in the reports
 that
we
file
or
submit
under
the
Exchange
Act
and
such
is
and
communicated
to
management,
as
 appropriate, to allow timely decisions regarding required
disclosures.
 Assessment on Internal Control over Financial Reporting
 Information relating to our assessment on
internal control over financial reporting is presented under the
captions "Report
 of
on
Control
Over
Reporting"
and
"Report
of
Independent
Registered
Public
Firm"
 located on pages 108 and 109 of this Form 10-K.
 Changes in Internal Control over Financial Reporting
 There have
been no
our internal
financial reporting
(as such
term is
defined in
Rules 13a-15(f)
 and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024, that have materially affected, or
 are reasonably likely to materially affect, our internal control
over financial reporting.
 ITEM 9B. OTHER INFORMATION
 Rule 10b5-1 Trading Plans or Other Preplanned Trading Arrangements
 Certain of
our officers
or directors have
made and
may from time
to time
make elections to
 participate in
, and
are participating in,
 our dividend reinvestment and purchase plan, the
Company stock fund associated with our 401(k)
plans and/or the Company stock

 fund associated with
our non-qualified deferred compensation
plans and have shares
withheld to cover
withholding taxes upon the
 vesting of
equity awards, which
designed to satisfy
the affirmative defense
conditions of Rule
10b5-1 under the
Exchange
 Act or may constitute non-Rule 10b5–1
 trading arrangements

(as defined in Item 408(c) of Regulation
S-K).
 ITEM 9C. DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS
 Not applicable.
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 The
contained
under
the
captions
"Security
Ownership
of
Certain
Beneficial
Owners
and
Management",
 "Delinquent Section
16(a) Reports",
"Corporate Governance", "Nominees
for Election
as Directors"
and "Executive
Officers" in
the
 Proxy Statement
are incorporated herein
by reference.
Information about our
Code of
Ethics, which
applies to
our senior
 officers, is included in "Business — Available Information" in Part
I of this Form 10-K.
 ITEM 11. EXECUTIVE COMPENSATION
 The
in
the
Proxy
Statement
under
the
caption
"Executive
and
Compensation,"
the
 "Compensation
Discussion
and
Analysis,"
the
"2024
Executive
Tables
and
Information"
and
the
 "Compensation
of
Non-Employee
Directors,"
and
under
the
caption
"Committees
of
the
Board
–
Talent
and
 Committee – Talent and Compensation Committee Interlocks and Insider Participation" is
incorporated herein by reference.
 ITEM
12.
SECURITY
OWNERSHIP
OF
CERTAIN
BENEFICIAL
OWNERS
AND
MANAGEMENT
AND
RELATED
 STOCKHOLDERS MATTERS
 The information under the captions "Principal Shareholders" and "Shares Beneficially
Owned by Directors,
Nominees and
 Executive Officers" in the Proxy Statement is incorporated herein
by reference.
 The following tables sets forth information as
of December 31, 2024 regarding securities remaining available for issuance
 to directors and eligible employees under our
equity-based compensation plans.
 Plan Category
 Plan
 Number of Securities
 Remaining Available

 for Future Issuance

 Under Equity Compensation

Plan
 Equity compensation plan approved by security holders
 2020 Omnibus Incentive Plan
 2,896,568
 Total
 2,896,568
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 The
under
the
caption
"Board
of
Directors
and
Nominees'
Independence"
and
"Certain
Relationships
and
 Transactions" in the Proxy Statement is incorporated herein by reference.
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Information regarding principal accountant fees and services is set forth under Proposal 3 – Ratification of Appointment of
 Independent Registered Public Accounting Firm in
the Proxy Statement, which is incorporated herein
by reference.
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a). The following financial statements and reports are
included on pages 109 through 265 in this Form10K.
 (1)

Financial Statements
 Report of Independent Registered Public Accounting
Firm (
 PCAOB ID
)
 Consolidated Statements of Financial Condition as of
December 31, 2024 and 2023
 Consolidated Statements of Operations for each of
the years in the three-year period ended December
of
Comprehensive
(Loss)
for
each
of
the
years
in
the
three-year
ended
of
in
Stockholders'
for
each
of
the
years
in
the
three-year
ended
 Consolidated Statements of Cash Flows for each of
the years in the three-year period ended
 Notes to Consolidated Financial Statements
 (2)
Statement
Schedules:
No
schedules
are
because
the
is
not
or
is
in
the
 Consolidated Financial Statements described in (a) (1)
above or in the notes thereto.
 (3) Exhibits
 ITEM 16. FORM 10-K SUMMARY
 None.
 The exhibits listed on the Exhibits Index below are
filed herewith or are incorporated herein by
reference.

 Exhibit Index
 3.1
 Restated Certificate of Incorporation of Popular, Inc. (incorporated by reference to Exhibit 3.1 of the Corporation's
 Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).
 3.2
 Amended and Restated Bylaws of Popular, Inc. as of May 9, 2024 (incorporated by reference to Exhibit 3.1 of Popular,
 Inc.'s Current Report on Form 8-K dated May 9, 2024 and filed on May 10, 2024).
 4.1
 Specimen of Physical Common Stock Certificate of Popular, Inc. (incorporated by reference to Exhibit 4.1 of Popular,
 Inc.'s Current Report on Form 8-K dated May 29, 2012 and filed on May 30, 2012).
 4.2
 Certificate of Designation of Popular, Inc.'s 6.375% Non-Cumulative Monthly Income Preferred Stock, 2003 Series A
 (incorporated by reference to Exhibit 3.3 of Popular, Inc.'s Form 8-A filed on February 25, 2003).
 4.3
 Form of certificate representing Popular, Inc.'s 6.375% Non-Cumulative Monthly Income Preferred Stock, 2003 Series A
 (incorporated by reference to Exhibit 4.1 of Popular, Inc.'s Form 8-A filed on February 25, 2003).
 4.4
 Senior Indenture of Popular, Inc., dated as of February 15, 1995, as supplemented by the First Supplemental Indenture
 thereto, dated as of May 8, 1997, each between Popular, Inc. and The Bank of New York Mellon, as successor trustee
 (incorporated by reference to Exhibit 4(d) to the Registration Statement on Form S-3, File No. 333-26941, of Popular,
 Inc., Popular International Bank, Inc., and Popular North America, Inc., filed on May 12, 1997).
 4.5
 Second Supplemental Indenture of Popular, Inc., dated as of August 5, 1999, between Popular, Inc. and The Bank of
 New York Mellon, as successor trustee (incorporated by reference to Exhibit 4(e) to Popular, Inc.'s Current Report on
 Form 8-K dated August 5, 1999 and filed on August 17, 1999).
 4.6
 Subordinated Indenture of Popular, Inc., dated as of November 30, 1995, between Popular, Inc. and The Bank of New
 York Mellon, as successor trustee (incorporated by reference to Exhibit 4(e) to the Registration Statement on Form S-3,
 File No. 333- 26941, of Popular, Inc., Popular International Bank, Inc. and Popular North America, Inc., filed on May 12,
 1997).
 4.7
 Senior Indenture of Popular North America, Inc., dated as of October 1, 1991, as supplemented by the First
 Supplemental Indenture thereto, dated as of February 28, 1995, and by the Second Supplemental Indenture thereto,
 dated as of May 8, 1997, each among Popular North America, Inc., Popular, Inc., as guarantor, and The Bank of New
 York Mellon, as successor trustee (incorporated by reference to Exhibit 4(f) to the Registration Statement on Form S-3,
 File No. 333-26941, of Popular, Inc., Popular International Bank, Inc. and Popular North America, Inc., filed on May 12,
 1997).
 4.8
 Third Supplemental Indenture of Popular North America, Inc., dated as of August 5, 1999, among Popular North
 America, Inc., Popular, Inc., as guarantor, and The Bank of New York Mellon, as successor trustee (incorporated by
 reference to Exhibit 4(h) to Popular, Inc.'s Current Report on Form 8-K, dated August 5, 1999, as filed on August 17,
 1999).
 4.9
 Junior Subordinated Indenture of Popular, Inc., dated as of October 31, 2003, between Popular, Inc. and The Bank of
 New York Mellon, as successor trustee (incorporated by reference to Exhibit 4.2 of Popular, Inc.'s Current Report on
 Form 8-K, dated October 31,2003 and filed on November 4, 2003).
 4.10
 Description of Popular, Inc.'s securities registered pursuant to Section 12 of the Securities Exchange Act. (1)

 10.1
 Popular, Inc. 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 of Popular, Inc.'s Form S-8 filed on
 May 12, 2020). *
 10.2
 Form of Compensation Agreement for Directors Elected Chairman of a Committee (incorporated by reference to Exhibit
 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). *
 10.3
 Form of Compensation Agreement for Directors not Elected Chairman of a Committee (incorporated by reference to
 Exhibit 10.2 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004). *
 10.4
 Compensation Agreement for Alejandro M. Ballester as director of Popular, Inc., dated January 28, 2010 (incorporated
 by reference to Exhibit 10.9 of Popular, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). *
 10.5
 Compensation Agreement for Carlos A. Unanue as director of Popular, Inc., dated January 28, 2010 (incorporated by
 reference to Exhibit 10.10 of Popular, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009). *
 10.6
 Compensation Agreement for C. Kim Goodwin as director of Popular, Inc., dated May 10, 2011 (incorporated by
 reference to Exhibit 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011). *
 10.7
 Compensation Agreement for Joaquin E. Bacardi, III as director of Popular, Inc., dated April 30, 2013 (incorporated by
 reference to Exhibit 10.2 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013). *
 10.8
 Compensation Agreement for John. W. Diercksen as director of Popular, Inc., dated October 18, 2013 (incorporated by
 reference to Exhibit 10.13 of Popular, Inc.'s Annual Report on 10-K for the year ended December 31, 2013). *
 10.9
 Form of 2015 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular,
 Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015). *
 10.10
 Form of 2016 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.27 of Popular,
 Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015). *
 10.11
 Form of Director Compensation Letter, Election Form and Restricted Stock Agreement, effective April 26, 2016
 (incorporated by reference to Exhibit 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March
 31, 2016). *
 10.12
 Form of 2017 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit 10.1 of Popular,
 Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017). *
 10.13
 Long-Term Equity Incentive Award and Agreement for Ignacio Alvarez, dated as of June 22, 2017 (incorporated by
 reference to Exhibit 10.1 of Popular, Inc.'s Quarterly report on Form 10-Q for the quarter ended June 30, 2017). *
 10.14
 Form of Popular, Inc. 2018 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit
 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018). *

 10.15
 Director Compensation Letter, Election Form and Restricted Stock Agreement for Myrna M. Soto, dated June 22, 2018
 (incorporated by reference to Exhibit 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June
 30, 2018). *
 10.16
 Director Compensation Letter, Election Form and Restricted Stock Agreement for Robert Carrady, dated December 29,
 2018 (incorporated by reference to Exhibit 10.25 of Popular, Inc.'s Annual Report on Form 10-K for the year ended
 December 31, 2018). *
 10.17
 Form of Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement, effective May 7,
 2019 (incorporated by reference to Exhibit 10.26 of Popular, Inc.'s Annual Report on Form 10-K for the year ended
 December 31, 2018). *
 10.18
 Form of Popular, Inc. 2019 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit
 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). *
 10.19
 Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement for Richard L. Carri n, dated
 July 1, 2019 (incorporated by reference to Exhibit 10.1 of Popular, Inc.'s Annual Report on Form 10-Q for the quarter
 ended September 30, 2019). *
 10.20
 Form of Popular, Inc. 2020 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit
 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020). *
 10.21
 Form of Director Compensation Election Form and Restricted Stock Unit Award Agreement, effective May 12, 2020
 (incorporated by reference to Exhibit 10.2 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June
 30, 2020). *
 10.22
 Form of Popular, Inc. 2021 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit
 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021). *
 10.23
 Form of Director Compensation Letter, Election Form and Restricted Stock Unit Award Agreement for Betty DeVita and
 Jos R. Rodriguez, effective June 25, 2021 (incorporated by reference to Exhibit 10.1 of Popular, Inc.'s Quarterly
 Report on Form 10-Q for the quarter ended June 30, 2021). *
 10.24
 Form of Popular, Inc. 2022 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit
 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022). *

 10.25
 Asset Purchase Agreement, dated as of February 24, 2022, among Evertec, Inc. and Evertec Group, LLC, Popular,
 Inc. and Banco Popular de Puerto Rico (incorporated by reference to Exhibit 2.1 of Popular, Inc.'s Current Report on
 Form 8-K dated and filed on February 24, 2022).
 10.26
 Second Amended and Restated Master Service Agreement, dated as of July 1, 2022, among Popular, Inc., Banco
 Popular de Puerto Rico, and Evertec Group, LLC and its Subsidiaries (Incorporated by reference to Exhibit 99.1 on
 Form 8-K filed on July 1, 2022.)
 10.27
 Form of Popular, Inc. 2023 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit
 10.1 of Popular, Inc's Quarterly Report on Form 10-Q for the quarter ended March 31, 2023). *
 10.28
 Award Agreement, dated as of December 7, 2023, by and between Carlos J. V zquez and Popular, Inc.
 (incorporated by reference to Exhibit 10.28 of Popular, Inc.'s Annual Report on Form 10-K for the year ended
 December 31, 2023). *
 10.29
 Services Agreement, dated as of December 7, 2023, by and between Carlos J. V zquez and Popular, Inc.
 (incorporated by reference to Exhibit 10.29 of Popular, Inc.'s Annual Report on Form 10-K for the year ended
 December 31, 2023). *
 10.30
 Form of Popular, Inc. 2024 Long-Term Equity Incentive Award and Agreement (incorporated by reference to Exhibit
 10.1 of Popular, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024). *
 19.1
 Insider Trading Policy and Procedures (1).
 21.1
 Schedule of Subsidiaries of Popular, Inc. (1)
 22.1
 Issuers of Guaranteed Securities (1)
 23.1
 Consent of Independent Registered Public Accounting Firm. (1)
 31.1
 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
 31.2
 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
 32.1
 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002. (1)(2)
 32.2
 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
 of the Sarbanes-Oxley Act of 2002. (1)(2)
 97.1
 Compensation Recoupment Policy of Popular, Inc. (1)
 101.INS
Document -
the instance
document does not
appear in the
Interactive Data File
 tags are embedded within the Inline Document. (1)
 101.SCH
 101.CAL
 101.DEF
 101.LAB
 101.PRE
 The cover page of Popular, Inc. Annual Report on Form 10-K for the
year ended December 31, 2024, formatted in
(1)
 (1)
 Included herewith
 (2)

 Furnished herewith. This
exhibit shall not
be deemed "filed"
for purposes of
Section 18 of
the Securities Exchange
 Act of 1934, or otherwise subject
to the liability of that Section,
and shall not be deemed incorporated into
any filing
 under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

 *
 This exhibit is a management contract or compensatory
plan or arrangement.
Inc. has
not filed
as exhibits
certain instruments
defining the rights
of holders
of debt
of Popular,
Inc. not
 exceeding 10% of the
total assets of Popular,
Inc. and its consolidated
subsidiaries. Popular, Inc.
hereby agrees to
 furnish
upon
request
to
the
Commission
a
copy
of
each
instrument
defining
the
of
holders
of
senior
and
 subordinated debt of Popular, Inc., or of any of its consolidated

 Financial Review and
 Supplementary Information
 Management's Discussion and Analysis of
 Financial Condition and Results of Operations
 Statistical Summaries
 Report of Management on Internal Control Over Financial
 Reporting
 Report of Independent Registered Public

 Accounting Firm
 Consolidated Statements of Financial Condition as of

 December 31, 2024 and 2023
 Consolidated Statements of Operations for the

 years ended December 31, 2024, 2023 and
2022
 Consolidated Statements of Comprehensive
 Income (Loss) for the years ended December 31,
2024, 2023
 and 2022
 Consolidated Statements of Changes in Stockholders'
 Equity for the years ended December 31, 2024,
2023 and
 2022
 Consolidated Statements of Cash Flows for the

 years ended December 31, 2024, 2023 and
2022
 Notes to Consolidated Financial Statements
 Signatures

 Management's Discussion and
 Analysis of Financial Condition

 and Results of Operations
 Forward-Looking Statements
 Overview
 Critical Accounting Policies / Estimates
 Statement of Operations Analysis
 Net Interest Income
 Provision for Credit Losses
 Non-Interest Income
 Operating Expenses
 Income Taxes
 Fourth Quarter Operational Results
 Reportable Segment Results
 Statement of Financial Condition Analysis
 Liabilities
 Stockholders' Equity
 Capital
 Risk Management
 Market / Interest Rate Risk
 Liquidity
 Enterprise Risk Management
 Adoption of New Accounting Standards and Issued
but
 Not Yet Effective Accounting Standards
 Statistical Summaries
 Statements of Financial Condition
 Statements of Operations
 Average Balance Sheet and Summary of Net Interest

 FORWARD-LOOKING STATEMENTS
 This
Form
10-K contains
"forward-looking statements"
meaning
of
the
U.S. Private
Securities Litigation
Reform Act
of
 1995,
including,
limitation,
about
(the
"Corporation,"
"Popular,"
"we,"
"us,"
"our")
 financial condition, results
of operations, plans,
objectives and future
performance. These statements
guarantees of future
 performance,
are
based
on
and,
by
their
nature,
involve
uncertainties,
and
 assumptions. Potential
factors, some
of which
are beyond
control, could
cause actual
results to
differ materially
 from those expressed in, or implied by, such forward-looking statements. Risks and uncertainties include without limitation the effect
 of competitive and
economic factors, and our
reaction to those factors,
the adequacy of
the allowance for loan
losses, delinquency
 trends, market
risk and
rate changes
(including on
our cost
of deposits),
capital markets
conditions, capital
and
and
the
of
legal
and
and
new
on
the
and results
All statements
contained herein
that
clearly
historical in
nature are
forward-
 looking, and the words "anticipate," "believe," "continues,"
"expect," "estimate," "intend," "project" and similar expressions
and future
 or conditional verbs
"will," "would," "should,"
"could," "might," "can,"
"may" or similar
expressions are
generally intended to
 identify forward-looking statements.
 Various factors, some of which
are beyond Popular's control, could cause actual results to differ materially from those expressed in,
 or implied by,
such forward-looking statements. Factors that might cause such a
difference include, but are not limited to
the rate of
 growth or
decline in the
economy and employment
levels, as well
as general
business and economic
conditions in the
 areas we serve and,
in particular, in
the Commonwealth of Puerto Rico
(the "Commonwealth" or "Puerto Rico"), where
a significant
 portion of our business is concentrated; adverse economic conditions, including high levels of inflation, that adversely affect housing
 prices, the
job market,
consumer confidence
and spending
habits which
may affect
in turn,
among other
things, our
non-
 performing assets,
charge-offs
and
provision expense;
rates
and
market liquidity,
which may
reduce interest
 margins,
sources,
reduce
loan
originations,
our
to
originate
and
distribute
in
the
 primary and secondary markets and impact the value of our investment portfolio and our ability to return capital to our shareholders;
 the impact of bank failures or adverse
developments at other banks and related negative media coverage of
the banking industry in
on
investor
and
depositor
sentiment
the
stability
and
of
banks;
the
of
the
and
 economic challenges
of Puerto
Rico and
the measures
taken and
to be
taken by
Rico Government and
the Federally-
 appointed oversight board on the economy,
our customers and our business; the amount of Puerto
Rico public sector deposits held
 at the Corporation, whose future balances are uncertain
and difficult to predict and may
be impacted by factors such as the
 of
Federal funds
received by
the P.R.
Government and
the rate
of expenditure
funds, as
the financial
and
cash
of
the
Rico
and
its
instrumentalities;
unforeseen
or
catastrophic
 events, including extreme
weather events such
as hurricanes and
other natural disasters,
man-made disasters, acts
of violence or
 war or
pandemics, epidemics
health-related crises,
or the
fear of
any such
event occurring,
any of
cause
consequences
for
our
including,
but
not
limited
to,
disruptions
in
our
operations;
our
to
achieve
the
 expected benefits
from
our transformation
initiative, including
our ability
to achieve
projected earnings,
efficiencies and
return on
 tangible common equity and
accurately anticipate costs and expenses
associated therewith; the fiscal and
monetary policies of the
and
its
agencies;
in
bank
and
supervisory
of
 capital, liquidity, resolution-related requirements and the impact of other proposed capital standards on our capital ratios; changes in
 and
uncertainty
funding,
tax
and
trade
and
rulemaking,
supervision,
examination
and
enforcement
 priorities
of
the
administration;
increases
to
or
("FDIC")
 assessments, such as the special assessment implemented by the FDIC
to recover the losses to the deposit insurance fund
("DIF")
from
the
receiverships
of
Silicon
Valley
Bank
and
Signature
Bank;
approvals
that
may
be
necessary
to
 undertake
or
consummate
strategic
transactions,
such
as
acquisitions
and
dispositions;
the
relative
strength
or
 weakness of
the consumer
and commercial
credit sectors
and of
the real
estate markets
Rico and
the other
markets in
 which our borrowers are located; a deterioration in the credit
quality of our clients, customers and counterparties; the performance
of
 the stock and bond markets; competition in the financial services industry; possible legislative, tax or regulatory changes; a failure in
 or breach of our
operational or security systems or
infrastructure or those of Evertec,
Inc., our provider of core
financial transaction
 processing and information technology services, or
of third parties providing services to
us, including as a
result of cyberattacks, e-
 fraud, denial-of-services and computer intrusion, that might result
in, among other things, loss or breach of customer data, disruption
 of services, reputational damage or additional costs to Popular; changes in market rates and prices which may adversely impact the
 value of financial assets and liabilities; potential judgments, claims, damages, penalties, fines, enforcement actions and reputational
 damage resulting
from
pending or
future litigation
and regulatory
or government
investigations or
actions; changes
in accounting
rules
and
interpretations;
our
to
grow
our
core
businesses;
decisions
to
downsize,
sell
or
close
branches
or
 business units or otherwise change our business
mix; and management's ability to identify and manage
these and other risks.

the outcome
legal and
regulatory proceedings, as
discussed in
"Part I,
Item 3.
Legal Proceedings,"
is inherently
 uncertain and depends on judicial interpretations of law and the findings of regulators, judges and/or juries. Investors should refer to
 "Part I, Item 1A" of this Form 10-K for a discussion
of certain risks and uncertainties to which
the Corporation is subject.

 All forward-looking
statements included
Form 10-K
upon information
Popular as
this
 Form 10- K, and other than as required by law,
including the requirements of applicable securities laws, we assume no obligation to
 update or revise any such forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date
 of such statements.
 OVERVIEW
 The Corporation is a
diversified, publicly-owned financial holding company subject to the
supervision and regulation of the Board
of
 Governors of the Federal Reserve System. The Corporation has operations in Puerto Rico, the United States ("U.S.") mainland, and
 the
U.S.
and
British
Islands.
In
Rico,
the
Corporation provides
retail,
mortgage,
and
banking services
 through its
principal banking
Banco
de
("BPPR"), as
broker-dealer,
auto
and
 leasing and financing, and insurance services through
specialized subsidiaries. In the U.S. mainland, the Corporation
provides retail,
 mortgage, and commercial
banking services,
as equipment leasing
and financing, through
its New York
-chartered banking
 subsidiary, Popular Bank ("PB" or "Popular U.S."), which has branches located in New York,
New Jersey and Florida. Note 36 to the
 Consolidated Financial Statements presents information
about the Corporation's business segments.
 The shares of the Corporation's common stock are traded
on the Nasdaq Global Select Market under the
symbol BPOP.
 RESULTS OF OPERATIONS
 YEAR 2024 SIGNIFICANT EVENTS
 Capital Actions
 During the year
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 a
stock repurchase
authorization of
up to
$500 million.
The
 planned common stock
repurchases may
be executed in
open market transactions,
privately negotiated transactions,
block trades
 or any
other manner
determined by
the Corporation.
The timing,
quantity and price
repurchases will
be subject
to various
the
and
performance,
the
of
strategic
 initiatives
and
and
tax
considerations.
The
stock
does
not
the
to
 acquire
a
dollar
amount or
number
of
and
may
be
modified,
suspended
or
terminated
at
any
time
prior
 notice.
 The
its
quarterly
stock
dividend
from
$0.62
to
$0.70
per
share,
commencing
with
the
dividend
 declared in the fourth quarter of 2024.
 Tax impact on Intercompany Distributions

 During the first quarter of 2024,
the Corporation recognized
$22.9 million of expenses, of which $16.5 million
is reflected in income
 tax expense
and $6.4
million is
reflected in
other operating
expenses, related
to an
out-of-period adjustment
the
U.S.
subsidiary's
non-payment
of
taxes
on
intercompany
to
Inc.,
the
bank
 company (the "Bank Holding Company" or "BHC")
in Puerto Rico, a foreign corporation for U.S.
tax purposes.

 The adjustment
corrected errors
for income
tax expense
that should
recognized of
$5.5 million
and $5.4
the
 years 2023 and 2022, respectively, and an aggregate of $5.6 million, in the years prior to 2022. The $6.4
million recognized as other
 operating expense corresponded to
interest due up
to March 31,
2024 on the
related late payment
of the withholding
tax, of which
 approximately $3.0 million corresponded to
years prior to
2022. As a result
of this adjustment, the
deferred tax asset related
 net operating loss ("NOL") of the
BHC and its related valuation allowance was
reduced by $52.2 million. The Corporation evaluated

 the impact of the out-of-period adjustment and concluded it was not material to any previously issued interim or annual consolidated
 financial statements and not material to the year ended
December 31, 2024.

 Dividends from
subsidiaries to
the BHC
to a
Federal 10%
withholding tax
and ordinary
 Rico, subject
to
foreign tax
credits,
use of
available net
operating losses
and certain
other limitations.
does
not
 anticipate the tax treatment of U.S. sourced dividends
to the BHC to impact BHC liquidity or future
capital actions.

 Financial highlights for the year ended December 31,
2024
 The discussion
that follows
provides highlights
Corporation's results
of
operations for
 compared to the results of
operations of 2023. It also
provides some highlights with respect to
the Corporation's financial condition,
 credit quality, capital and liquidity.

net income
2024 amounted
to
$614.2 million,
higher by
$72.9 million
when
 compared to a
net income of
$541.3 million for
2023. Higher net
income was mainly
driven by higher
net interest income,
offset in
 part by a higher provision for
credit losses. Excluding expenses incurred in connection with
the FDIC Special Assessment and prior
tax
withholdings,
the
net
for
2024
was
$646.1
to
$586.6
in
2023,
which
also
 excluded
FDIC
Special
Assessment
expenses.
For
more
Non-GAAP
refer
to
the
"Non-GAAP
 Financial Measures" section below. Financial highlights for 2024 include:

Net interest income of
$2.3 billion, or $150.8 million
higher than in in 2023,
driven by the reinvestment of
U.S. Treasuries
 and loan
growth across
all portfolios,
by higher
cost of
deposits driven
by P.R.
government deposits
and
 online
deposits. Net
interest margin
expanded by
bps to
3.24%. On
a taxable
equivalent basis,
margin
 expanded by 18 bps to 3.49% in 2024, compared
to 3.31% in 2023.

The provision for
credit losses of
$256.9 million for
the year ended
2024 was $48.3
million higher than
in
 2023, driven by higher reserves due to changes in credit quality in the consumer loan, auto loan and leasing portfolios, as
 well as higher loan volumes,
primarily commercial loans.

$658.9 million,
of
$8.2 million
when compared
with 2023,
mostly due
to
other
fees
year,
to
debit card
fees
and
sale
and
administration of
 products.

Operating expenses amounted to
$1.9 billion for
the year 2024,
reflecting a decrease
of $10.5 million when
 the
same
in
2023.
This
was
by
incurred in
2023
the
FDIC
Special
 Assessment
expense of
$71.4 million
and
a
goodwill impairment
charge of
$23.0 million
in
our
U.S. based
 leasing subsidiary. Excluding the impact of these items and the tax impact of intercompany distributions recognized
 2024, operating
expenses in
2024 increased
by $63.3
million driven
by higher
personnel costs due
to higher
headcount
 and salary adjustments, and higher technology and
software expenses.

Income tax expense amounted to $182.4 million for the year ended December 31, 2024, with an effective tax
rate ("ETR")
 of 22.9%, compared to an income tax expense of $134.2 million for the
previous year, with an ETR of 19.9%.
The income
 tax expense in 2024 included the impact of an out
of period expense of $16.5 million related to intercompany distributions
 between the Bank Holding Company and one of
its U.S. subsidiaries.

At December 31, 2024, the Corporation's total assets were $73.0 billion, compared to $70.8 billion at December 31, 2023.
 The
of
$2.2
is
due
to
an
in
loans
held-in-portfolio,
in
the
commercial,
 construction, and mortgage portfolios.

Deposits amounted to $64.9 billion at December 31, 2024, compared to $63.6 billion at December 31, 2023. The increase
 in
deposits was
mainly due
to
higher P.R.
Government deposits
at
time
deposits at
PB.
The
 borrowings amounted to $1.2 billion at December 31,
2024, compared to $1.1 billion at December

Stockholders' equity amounted to $5.6 billion at December 31, 2024, compared to $5.1 billion at December 31, 2023.
The
and
its
to
be
well-capitalized.
As
of
31,
2024,
the
 tangible book value per common
share was $68.16, an
increase of $8.42 from December
31, 2023. The Common Equity
 Tier 1 Capital ratio at December 31, 2024 was 16.03%, compared
to 16.30% at December 31, 2023.
 Transformation Initiatives
 During 2024
made meaningful
progress in
the transformation
customer channels
and enhancement
 customers' experience. The
Corporation believes these
investments will result in
an enhanced digital experience
for our clients,
as

better technology
and more
efficient processes
for our
employees, and
make us
a more
efficient and
profitable company.
 The Corporation had anticipated to reach a target of 14%
return on tangible common equity (ROTCE) by the fourth quarter of 2025.
 However, due to
a variety of drivers,
including the impact of
the shift to higher-cost
deposits in 2024, and
lower than expected loan
in
the
U.S.,
the
now
expects
to
achieve
at
least
a
12%
ROTCE
by
the
end
of
2025.
Our
and
 business transformation will continue to be a
significant priority for the Corporation.
 For a
discussion of
our 2023
operations compared with
2022, see
"Management's Discussion and
Analysis of
 Condition and Results of Operations" in our Form
10-K for the year ended December 31, 2023.
 Refer to Table 1 for selected financial data for the past three years.

 Table 1 - Selected Financial Data
31,
 (Dollars in thousands, except per common share data)
 2024
 2023
 2022
 CONDENSED STATEMENTS
OF OPERATIONS
 $
 3,673,263
 $
 3,245,307
 $
 2,465,911

 658,909
 650,724
 897,062
 Operating expenses

 $
 $
 $
 Net income applicable to common stock
 $
 612,800
 $
 539,930
 $
 1,101,229
 PER COMMON SHARE DATA
 Net income per common share - basic
 $
 8.56
 $
 7.53
 $
 14.65
 Net income per common share - diluted
 8.56
 7.52
 14.63
 Dividends declared
 2.56
 2.27
 2.20
 Common equity per share
 79.71
 71.03
 56.66
 Market value per common share
 94.06
 82.07
 66.32
 Outstanding shares:
 Average - basic
 71,590,757
 71,710,265
 75,147,263
 Average - assuming dilution
 71,623,702
 71,791,692
 75,274,003
 End of period
 70,141,291
 72,153,621
 71,853,720
 AVERAGE BALANCES
 Net loans
 [1]
 $
 35,701,240
 $
 33,164,960
 $
 30,405,281
 Earning assets
 70,327,465
 68,175,022
 69,729,933
 73,400,279
 71,234,236
 72,808,604
 64,444,283
 62,546,480
 64,716,404
 Borrowings
 1,022,063
 1,227,094
 1,119,878
 Total stockholders'
 7,053,193
 6,600,603
 6,009,225
 PERIOD END BALANCE
 Net loans
 [1]
 $
 $
 35,069,272
 $
 32,083,150
 Allowance for credit losses - loans portfolio
 720,302
 Earning assets
 69,739,000
 67,216,816
 64,251,062
 67,637,917
 61,227,227
 Borrowings
 1,176,126
 1,078,332
 1,400,319
 Total stockholders'
 4,093,425
 SELECTED RATIOS
 Net interest margin (non-taxable equivalent basis)
 3.24
 %
 3.13
 %
 3.11
 %
 Net interest margin (taxable equivalent basis) -Non-GAAP
 3.49
 3.31
 3.46
 Return on assets
 0.84
 0.76
 1.51
 Return on average common equity
 8.72
 8.21
 18.39
 Tangible common
book value per common share (non-GAAP)
 [2]
 68.16
 59.74
 44.97
 Return on average tangible common equity
 [2]
 9.85
 9.40
 21.13
 Tier I capital
 16.08
 16.36
 16.45
 Total capital
 17.83
 18.13
 18.26
 [1]
 Includes loans held-for-sale.
 [2]
 Refer to Table 11
for reconciliation to GAAP financial measures.
 Table 2 presents
a three-year summary of the components of net income
as a percentage of average total assets.

 Table 2 - Components of Net
Income as a Percentage of Average Total
 2024
 2023
 2022
 3.11
 %
 2.99
 %
 2.98
 %
 (0.35)
 (0.29)
 (0.11)
 0.03
 0.03
 0.06
 Net gain (loss) and valuation adjustments on investment
 -
 0.01
 (0.01)
 Other non-interest income

 0.87
 0.87
 1.18
 Total net interest
income and non-interest income, net of provision
for credit losses

 3.66
 3.61
 4.10
 Operating expenses
 (2.57)
 (2.66)
 (2.40)

 1.09
 0.95
 1.70
 (0.25)
 (0.19)
 (0.19)
 0.84
 %
 0.76
 %
 1.51
 %
 Non-GAAP Financial Measures
 This Form
10-K contains financial
information prepared under
accounting principles generally
accepted in the
United States ("U.S.
 GAAP") and
non-GAAP financial
measures. Management
uses non-GAAP
financial measures
when it
has determined
that these
 measures provide
meaningful information
about the
underlying performance
Corporation's ongoing
operations. Non-GAAP
 financial measures used by the Corporation may not be comparable to similarly named non-GAAP financial measures used by
other
 Adjusted net income - Non-GAAP Financial Measure
 In
addition to
analyzing the
Corporation's results
on
a reported
basis, management
monitors whether
the
impact of
certain non-
 recurring
or
infrequent
need
to
be
excluded
from
the
of
to
what
is
then
the
 "adjusted
net
income"
of
the
Management believes
that
the
"adjusted
net
income"
meaningful
 about
the
performance of
the
ongoing
The
"adjusted
net
income"
is
a
non-GAAP
 measure.
 The following table presents the adjusted net income
for the year ended of December 31, 2024 and
2023.
 Table 3 - Adjusted Net Income
for the Year Ended December 31,
2024 (Non-GAAP)
 Income before

 Income tax
 Total
 U.S. GAAP Net income
 $796,618
 $182,406
 $614,212
 Non-GAAP Adjustments:
 FDIC Special Assessment [1]
 14,287
 (5,234)
 9,053
 Adjustments related to intercompany distributions [2]
 6,400
 16,483
 22,883
 Adjusted net income (Non-GAAP)
 $817,305
 $171,157
 $646,148
 [1] Expense recorded in the first quarter of 2024 related to
the Special Assessment imposed by the FDIC to
recover losses in connection with the
 receivership of several failed banks.
 [2] Expense recorded in the first quarter of 2024 related to
tax withholdings on prior period distributions from U.S.

 Table 4 - Adjusted Net Income
for the Year Ended December 31,
2023 (Non-GAAP)
 Income before

 Income tax
 Total
 U.S. GAAP Net income
 $675,539
 $134,197
 $541,342
 Non-GAAP Adjustments:
 FDIC Special Assessment [1]
 71,435
 (26,170)
 45,265
 Adjusted net income (Non-GAAP)
 $746,974
 $160,367
 $586,607
 [1] Expense recorded in the fourth quarter of 2023 related
to the Special Assessment imposed by the FDIC to
recover losses in connection with the
 receivership of several failed banks.
 Net interest income on a taxable equivalent basis

 Net
on
a
taxable
equivalent
is
with
its
in
Table
for
the
year
ended
2024
as compared
with
period in
2023, segregated
by
major categories
of
earning assets
and
 interest-bearing liabilities.

 The interest earning assets include investment securities and loans that are exempt from income tax, principally in Puerto Rico. The
 main
of
tax-exempt
are
in
of
the
U.S.
Government,
its
and
entities,
and
of
the
Commonwealth
of
Rico
and
its
and
held
by
the
 Corporation's international
banking entities.
To
facilitate the
comparison of
all interest
these assets,
the interest
 has been
converted to
a taxable equivalent
basis, using the
applicable statutory income
tax rates
for each
period. In addition,
this
 measure is also impacted by a portion of interest expense that the Puerto Rico tax law requires to be disallowed, based on an equal
 proportion of
tax-exempt assets
to total
assets, and
by an
allocation of
general and
administrative expenses
attributed to
exempt
 income, reducing the benefit of the tax-exempt income. The effective yield, on a taxable equivalent basis, will vary depending on the
 level of these
expenses that are
attributed to the
available exempt income.
Under Puerto Rico
tax law,
the exempt interest
can be
 deducted up to the
amount of taxable income. Management believes
that this presentation provides meaningful
information since it
 facilitates the comparison of revenues arising from
taxable and exempt sources.
 Net interest
income, on
a taxable
equivalent basis,
as used
Corporation may
not be
comparable to
similarly named
non-
 GAAP financial measures used by other companies.
 Tangible Common Equity and Tangible Assets
 Tangible
common equity,
tangible common equity ratio, tangible
assets and tangible book value
per common share are
non-GAAP
 financial measures.
Tangible
common equity
ratio and
tangible book
value per
common share
should be
used in
conjunction with
 more
traditional
bank
ratios
commonly
used
by
banks
and
analysts
to
compare
the
of
 organizations
with
of
or
other
typically
stemming
from
the
use
of
the
 accounting method for
mergers and acquisitions.
Tangible
common equity,
tangible assets
and other related
measures should not
 be
used
in
isolation
or
as
a substitute
for
stockholders' equity,
total
or
any
other
measure calculated
in
with
 GAAP.
the manner
in which
the
Corporation calculates
its
tangible common
equity,
tangible assets
and
other
 measures may differ from that of other companies
reporting measures with similar names.
 Table
12 provides
a reconciliation of
total stockholders' equity
to tangible common
equity and total
assets to tangible
assets as
of
 December 31, 2024, and December 31, 2023.
 CRITICAL ACCOUNTING POLICIES / ESTIMATES

 The accounting and
reporting policies followed by
the Corporation and its
subsidiaries conform with generally
accepted accounting
 principles in
the United
States of America
("GAAP") and
general practices within
the financial services
industry. The
those
to
estimates,
are
described
in
detail
in
Note
to
the
 Consolidated Financial Statements and should be read
in conjunction with this section.

 Critical accounting
policies that
require management
estimates and
assumptions may
involve significant
judgment about
 the effect
of matters
inherently uncertain
and that
involve a
high degree
of subjectivity.
These estimates
are made
under
 facts and
circumstances at
a point
in time
and changes
in those
facts and
circumstances could
produce actual
results that
 from
those
estimates.
The
MD&A
is
a
summary
of
what
the
 accounting estimates.
 Fair Value Measurement of Financial Instruments
currently measures
value on
a recurring
basis its
trading debt
securities, debt
securities available-for-sale,
 certain equity securities, derivatives and
mortgage servicing rights. Occasionally,
the Corporation is required to
record other assets
value on
a nonrecurring
basis, such
as loans
held-for-sale, loans
held-in-portfolio that
are collateral
dependent and
 other assets. These nonrecurring fair value
adjustments typically result from the application of lower of
cost or fair value accounting
 or write-downs of individual assets.

 The
Corporation categorizes
its
liabilities measured
value under
the three-level
hierarchy.
The level
 hierarchy is based on whether the inputs to
the valuation methodology used for fair value measurement
are observable.
 The
the
use
of
when
available,
in
order
to
minimize
the
use
of
to
 determine fair value. The inputs or methodologies used for valuing securities are
not necessarily an indication of the risk associated
 with investing
in those
securities. The
judgment involved
in estimating
a financial
instrument depends
 upon the availability of
quoted market prices or observable market
parameters. In addition, it may
be affected by other
factors such
type of instrument,
the liquidity of
the market for
the instrument, transparency
around the inputs
to the valuation,
as
 the contractual characteristics of the instrument.

 Broker quotes reflect
market illiquidity as
they are exit
prices. As of
$7 million in
financial assets were
valued
 using broker
quotes: $1 million
in Level 3
assets (mainly tax-exempt
GNMA mortgage-backed securities)
and $6 million
in Level
 assets. Level 3 asset values were based on an
internal matrix using local broker quotes from
limited trading activity.
 Trading Debt Securities and Debt Securities Available-for-Sale
 The
majority
of
the
for
debt
and
debt
are
obtained
from
 services and
are validated
with alternate
pricing sources
when available.
Securities not
priced by
a secondary
pricing source
are
 documented
and
validated
internally
according
to
their
significance
to
the
has
 established materiality thresholds according to the investment class to monitor and investigate material deviations in prices obtained
 from the primary pricing service provider and the secondary pricing source used as support for the valuation results. During the year
 ended December 31, 2024, the Corporation did
not adjust any prices obtained from pricing
service providers or broker dealers.
 Inputs are evaluated to
ascertain that they consider current
market conditions, including the
relative liquidity of the
market. When a
 market quote
for a
specific security
available, the
pricing service
provider generally
uses observable
data to
derive an
exit
 price
for
the
instrument,
such
as
benchmark
yield
curves
and
trade
data
for
products.
To
the
data
is
not
 available, the
pricing service provider
relies on specific
information including dialogue
with brokers,
buy side clients,
credit ratings,
 spreads to
established benchmarks and
transactions on similar
securities, to
draw correlations based
characteristics of
the
 evaluated instrument. If
for any
reason the pricing
service provider cannot
observe data required
to feed
its model,
it discontinues
 pricing the instrument. During the year
ended December 31, 2024, none of
the Corporation's debt securities were subject
to pricing
 discontinuance by the
pricing service providers.
The pricing
methodology and approach
primary pricing service
providers is
 concluded to be consistent with the fair value measurement
guidance.
 Furthermore, management assesses the fair value of its
portfolio of investment securities at least on a quarterly
basis. Securities are
in
the
fair
value
hierarchy
according
to
product
type,
characteristics
and
liquidity.
At
the
end
of
each
period,
 management assesses the valuation hierarchy for each asset or liability measured. The fair
value measurement analysis performed

 by
the
validation
and
of
changes,
methodology,
assumption
and
level
 hierarchy changes, and evaluation of distressed transactions.

Note 27
Consolidated Financial Statements for
a description of
valuation methodologies used
for
 the assets and liabilities measured at fair value.
 Loans and Allowance for Credit Losses

 One of
the most
critical and
complex accounting
estimates is
the determination
allowance for
 ("ACL").
The
establishes
an
ACL
for
its
loan
based
on
its
of
over
the
remaining
 contractual term
loans, adjusted
for expected
prepayments, in
accordance with
Accounting Standards
Codification ("ASC")
 Topic
326.
An
ACL
is
for
all
loans
and
purchased
since
inception,
with
a
corresponding
 charge to the provision for credit losses, except for purchased
credit deteriorated ("PCD") loans. Upon the acquisition of a PCD loan,
 the Corporation recognizes the estimate of the expected credit losses over the remaining contractual term of each individual loan as
 an ACL with a corresponding addition to the loan purchase price.
The Corporation follows a methodology to establish
the ACL which
 includes a
reasonable and supportable
forecast period
for estimating credit
losses, considering
quantitative and
qualitative factors
economic outlook. As
this methodology,
management evaluates various
macroeconomic scenarios provided
 by third parties. At December 31, 2024, management
applied probability weights to the outcome of
the selected scenarios.
 The
has
as
loans
by
when
foreclosure
is
probable
or
when
 foreclosure is
not probable but
the practical expedient
is used.
The practical expedient
is used
when repayment is
expected to
be
substantially
by
the
sale
or
operation
of
the
and
the
borrower is
experiencing financial
difficulty.
The
ACL
of
 collateral dependent loans
is measured based
on the fair
value of the
collateral less costs
to sell. The
the collateral is
 based on appraisals, which may be adjusted due to their
age, and the type, location, and condition of the
property or area or general
 market conditions to reflect the expected change in value between the effective date of the appraisal and the measurement date.
In
refer
to
the
Risk
of
this
MD&A
and
to
Note
to
the
for
 information on the Corporation's collateral value estimation
for other real estate.
 Income Taxes
 Income taxes are
accounted for using the
asset and liability method,
recognizing deferred tax assets and
liabilities based on
 tax consequences of temporary differences between financial statement carrying amounts
and their respective tax basis. These are
 measured using
enacted tax
rates expected
to apply
when the
temporary differences
are recovered
or paid,
with changes
in tax
 rates recognized in earnings when enacted.

 Calculating periodic income taxes involves complexity and
requires estimates and judgments. The Corporation has two accruals for
 income taxes: (i)
the net estimated
amount currently due
or receivable, including any
reserve for potential
examination issues, and
 (ii)
a
tax
reflecting the
of
temporary differences
asset and
recognition under
 GAAP and the tax
code. Differences in actual
future tax consequences could affect
the Corporation's financial position or
In
taxes,
the
merits
and
risks
of
tax
treatment,
statutory,
 judicial, and regulatory guidance.
 A deferred
tax asset
should be
reduced by
a valuation
allowance if based
weight of
all available evidence,
it is
more likely
 than not (a likelihood of more than 50%) that some portion or the entire
deferred tax asset will not be realized. A valuation allowance
 should
reduce a
asset to
likely to
be realized,
considering all
evidence and
of taxable
 including future reversals, future income, carrybacks,
and tax-planning strategies.
 Management evaluates the
realization of the
deferred tax asset
by taxing jurisdiction.
The U.S. mainland
operations are evaluated
 as
a whole
since a
consolidated income
tax return
is filed;
other
hand, the
asset related
Rico
is
evaluated on
an
entity-by-entity basis,
since
no
consolidation is
allowed in
the
filing.
this
 evaluation
is
composed
of
three
major
components:
U.S.
mainland
Rico
and
Holding
 Company.

evaluation of
the realization
asset by
taxing jurisdiction,
refer to
Note 34
 Under the Puerto Rico Internal Revenue Code, the
Corporation and its subsidiaries are treated as separate taxable
entities and are
 not entitled to file
consolidated tax returns. The Code
provides a dividends-received deduction of 100%
on dividends received from
 "controlled" subsidiaries subject to taxation in Puerto Rico
and 85% on dividends received from other
taxable domestic corporations.

estimates can occur
due to changes
in tax
rates, new business
strategies, newly
enacted guidance,
 and resolution
of issues
with taxing
authorities regarding
previously taken tax
positions. Such
changes could
affect the
 accrued taxes. The Corporation has made
tax payments in accordance with
estimated tax payments rules. Any remaining
 will not have any significant impact on liquidity
and capital resources.
 The valuation
of deferred
requires judgment
in assessing
the likely
future tax
consequences of
events that
in
the
or
tax
and
profitability.
The
for
tax
consequences
 represents management's best
estimate of those
future events. Changes
in management's current
estimates, due to
unanticipated
 events, could have a material impact on the
Corporation's financial condition and results of operations.
 The Corporation sets tax liabilities or reduces tax assets for uncertain tax positions when it believes it may not realize the tax benefit
 if
challenged,
even
though
it
deems
the
positions
under
local
law.
It
a
is
likely
to
be
 sustained upon
examination based
on its
technical merits.
The ultimate
tax liability
estimate includes
assumptions based
on past
 experiences and
potential actions
by taxing
authorities. The
tax position
is measured
largest amount
of benefit
more than
 50% likely
to be
realized upon settlement.
Each quarter,
the Corporation reviews
and adjusts these
positions based on
new facts,
 audit progress, or statute of limitations expiration.
The Corporation believes its estimates and assumptions
are reasonable.
 The
of
unrecognized
tax
benefits
may
due
to
for
tax
positions,
expiration
of
statutes
of
 limitation, changes in uncertainty assessments, examination status, litigation, legislative activities, and modifications of uncertain tax
 positions.
Despite
the
uncertainty
of
tax
audit
outcomes,
the
believes
adequate
provisions
for
tax,
interest,
and
 penalties are maintained.
 The
undergoes
periodic
audits
by
federal,
state,
and
local
authorities
concerning
tax
matters.
is
confident
in
its
tax
treatment
approach
being
justifiable
and
compliant
with
final
tax
 assessments
may
from
positions
and
reserves.
Adjustments
from
such
audits
are
in
the
 financial statements when
determined. These differences
could impact the
Corporation's income tax
provision or
benefit, other tax
 reserves, and consequently, its results of operations, financial position, and
cash flows for the respective period.
 Refer to Note 34 to the
Consolidated Financial Statements for additional information on the Corporation's unrecognized tax benefits
 and their possible effect on its effective tax rate.
 Goodwill and Other Intangible Assets
 The
and
other
identifiable
having
an
indefinite
useful
life
are
tested
for
impairment.
 Intangibles
with
indefinite
lives
are
for
at
least
annually,
and
on
a
more
frequent
if
or
 circumstances indicate impairment could have taken place.
Such events could include, among others, a
significant adverse change
 in the business climate, an adverse action by a regulator,
an unanticipated change in the competitive environment and a decision to
the
or
dispose
of
a
unit.
Other
identifiable
with
a
finite
useful
life
are
 periodically for impairment when events or changes
in circumstances indicate that the carrying amount
may not be recoverable.

 Goodwill impairment is recognized when the carrying amount of any
of the reporting units exceeds its fair value up
to the amount of
 the
goodwill.
The
the
fair
value
of
each
unit,
consistent
with
the
of
the
fair
value
 measurements
standard,
using
a
combination
of
methods,
price
of
comparable
 companies and
transactions, as
discounted cash
flow analyses.
Subsequent reversal
of goodwill
impairment losses
 permitted under applicable accounting standards.

 At December 31, 2024, goodwill amounted to $803.0 million. For a detailed description of the annual goodwill impairment evaluation
 performed by the Corporation during the third quarter
of 2024, refer to Note 14 to the Consolidated
Financial Statements.

 Pension and Postretirement Benefit Obligations
 The Corporation provides pension and
restoration benefit plans for certain employees
of various subsidiaries. The Corporation also
 provides certain
health care
benefits for
retired employees of
BPPR. The
non-contributory defined pension
and benefit
restoration
 plans ("the Pension Plans") are frozen with regards
to all future benefit accruals.

 The estimated
benefit costs
and obligations
Pension Plans and
Postretirement Health
Care Benefit Plan
("OPEB Plan") are
 impacted by
the use
of subjective
assumptions, which can
materially affect
recorded amounts, including
expected returns on
plan
discount
rates,
termination
rates,
retirement
rates
and
care
trend
rates.
The
uses
an
independent
 actuarial firm for assistance in the determination of the Pension Plans
and OPEB Plan costs and obligations. Detailed information
on
 the Plans and related valuation assumptions are
included in Note 29 to the Consolidated Financial

 The Corporation periodically reviews its assumption for the long-term expected return on Pension Plans
assets. The Pension Plans'
fair
value
at
31,
2024
was
$617.2
The
on
plan
is
by
 various factors,
including a
total funds
return estimate
a weighted-average
of estimated
returns for
each asset
class in
 each plan.
Asset class returns are estimated using current and projected economic and
market factors such as real rates of
return,
 inflation, credit spreads, equity risk premiums and
excess return expectations.
 As part of the review,
the Corporation's independent consulting actuaries performed an analysis of expected returns
based on each
 plan's expected asset
allocation for the year
2025 using the
Willis Towers
Watson US Expected
Return Estimator.
This analysis is
 reviewed by the Corporation
and used as a
tool to develop expected
rates of return, together
with other data. This
forecast reflects
 the actuarial firm's view of
expected long-term rates of return for each significant asset
class or economic indicator as of January
1,
 2025;
for
example, 8.7%
for
large
cap
stocks,
9.0% for
small cap
stocks,
8.8% for
international stocks,
6.5% for
long
 bonds
and
5.8%
for
long
bonds.
A
range
of
is
developed,
and
this
range
relies
both
on
 forecasts and on broad-market historical benchmarks
for expected returns, correlations, and volatilities
for each asset class.
 As a
consequence of
recent reviews,
updated its
expected return
on plan
assets for
2025 to
5.6% and
 6.7% for the Pension Plans. Expected rates of return for the Pension Plan of 5.6% and 6.6% had been used
for 2024 and 5.9% and
 6.5% had been used for 2023. The expected return
can be materially impacted
by a change in the plan's asset allocation.
 Net Periodic Benefit Cost
("pension expense") for the Pension Plans
amounted to $12.5 million in
2024. The total pension expense
 included a benefit of $34.4 million for the expected
return on assets.

 Pension expense is sensitive
to changes in the
expected return on assets.
For example, decreasing the expected
rate of return for
 2025 from
5.6% to
5.35% would
increase the
projected 2025
pension expense
Banco Popular
de Puerto
Rico Retirement
 Plan, the Corporation's largest plan, by approximately
$1.4

 Management believes that
value estimates of
the Pension Plans
assets are reasonable
given the
valuation methodologies
 used
to
measure
the
at
fair
value
as
described
in
Note
to
the
Also,
the
 compositions of the
plan assets
are primarily in
equity and debt
securities, which have
readily determinable quoted
market prices.
 The Corporation had recorded a pension asset
of $33.2 million and a pension liability of $5.8
million at December 31, 2024.
 The Corporation uses
the spot rate
yield curve from
the Willis Towers
Watson RATE:
Link (10/90) Model
to discount the
 projected
cash
flows
of
the
plans.
The
equivalent
discount
rate
ranged
from
5.54%
to
5.57%
for
the
 Pension Plans and 5.65% for the OPEB Plan to determine
the benefit obligations at December 31, 2024.
 A 50
basis point
decrease to
each of
the rates
2024 Willis
Towers
Watson RATE:
Link (10/90)
Model would
 increase the
projected 2025
expense for
the Banco
Popular de
Retirement Plan
by approximately
$1.8
million. The
 change would not affect the minimum required contribution
to the Pension Plans.

 The OPEB Plan was unfunded (no assets were held by the plan) at December 31, 2024. The Corporation had recorded a liability for
 the underfunded postretirement benefit obligation of $99.2
million at December 31, 2024.

 STATEMENT
OF OPERATIONS ANALYSIS
 Net Interest Income

 Net interest income is the interest earned from loans, debt securities and money market investments, including loan fees, minus
the
 interest cost of deposits and borrowed money.
Various risk factors
affect net interest income including the economic environment in
 which we operate, market related events, the mix
and size of the earning assets and
related funding, changes in volumes, repricing
 characteristics, loan fees
collected, delay
charges and
interest collected on
nonaccrual loans, as
strategic decisions made
 by the Corporation's management.
 The average key index rates for the years 2024 and
2023 were as follows:

 2024
 2023
 Prime rate..
 8.31%
 8.19%
 SOFR.
 5.15%
 5.00%
 Fed funds rate..
 5.12%
 5.20%
 3-month Treasury Bill..
 5.09%
 3.59%
 10-year Treasury..
 4.20%
 3.45%
 FNMA 30-year..
 5.58%
 4.94%
 Net interest income for the
year ended December 31, 2024 was
$2.3 billion, or $150.8 million
higher than the same period
in 2023.
 Net interest income, on
a taxable equivalent basis
for the year
ended December 31, 2024 was
$2.5 billion compared to $2.3
 in 2023, an increase of $198.5 million.
 Net interest margin in
2024 was 3.24% or 11
basis points higher than the
3.13% reported in 2023. Net interest margin on
a taxable
 equivalent basis
in 2024
was 3.49%
or 18
higher than the
3.31% reported in
2023. Higher net
interest margin for
the
 year 2024
is primarily
reinvestment in
higher yields
investment securities
portfolio and
growth in
the loan
 when compared to 2023. The main factors for the increase
in net interest income on a taxable equivalent
basis were:

Higher income from investment securities by $178.4 million driven by higher income from U.S treasuries by $213.5 million
by
the reinvestment
of
maturities of
US T-Notes
with higher
yields
by
94 basis
points, partially
by
lower
 income from mortgage backed
securities driven by lower
volumes by $695 million
and lower yields by
9 basis points
and
 lower interest
income from
money market investments
by $14.4
million driven
by lower
volume of
$411.2
million, due
to
 the funding of loan growth and investment securities;

Higher interest income from loans by $297.2
million due to:
 o

Higher interest income from commercial loans by $145.7 million
driven by $1.4 billion in higher average volume
 due to loan growth at higher yields by
31 bps, offset in part by the
re-pricing of adjustable-rate loans and higher
 interest income
from construction
loans by
$24.5 million
a higher
by $283.3
million, mainly
in
 Popular U.S;
 o

Higher interest
income from
auto and
lease financing
portfolios by
$57.8 million
a combined
 volume of $380.0 million and an increase in
yield by 51 bps and 52 bps on each portfolio,
respectively;

 o

Higher interest income
from consumer loans
by $35.4 million
resulting from a
higher volume by
$102.5 million
 and a
higher yield
by 79
in credit
cards, as
in yield
by 57
 personal loans portfolio, primarily in BPPR; and
 o

Higher
from
loans
by
$33.9
by
a
by
$390.8
 million and higher yield by 15 basis points.
 Partially offset by:

 Higher interest
expense on
deposits by
$286.1 million,
or 49
basis points,
mainly driven
by higher
deposits across
most
 deposit products,
primarily driven
by interest
bearing demand
deposits of
the P.R
government by
34 basis
points, time

by
basis
points
in
BPPR
by
repricing
of
P.R.
managed
by
 Corporation's fiduciary services division and costs of deposits
in Popular U.S. by 64 basis points.
 Table
the
of
the
net
on
a
taxable
equivalent
for
the
year
2024, as compared
with the same
period in 2023,
segregated by major
categories of interest
earning assets
 and interest-bearing liabilities.

 Table 5 – Analysis of Levels & Yields
on a Taxable Equivalent Basis
from Continuing Operations (Non-GAAP)
 Year ended December 31,
 Average Volume
 Average Yields / Costs
 Attributable to
 2024
 2023
 2024
 2023

 2024
 2023
 Rate
 Volume
 (In millions)
 $
 6,641
 $
 7,052
 $
 (411)
 5.30
 %
 5.20
 %
 0.10
 %
 Money market
 $
 352,195
 $
 366,625
 $
 (14,430)
 $
 7,241
 $
 (21,671)
 27,955
 27,926
 2.89
 2.20
 0.69
 [1]
 808,457
 615,758
 192,699
 190,942
 1,757
 (2)
 5.23
 4.32
 0.91
 Trading securities

 1,583
 1,376
 (73)
 Total money market,

 investment and
 34,626
 35,010
 (384)
 3.36
 2.81
 0.55
 1,162,235
 983,759
 178,476
 198,463
 (19,987)
 Loans:
 17,855
 16,469
 1,386
 6.86
 6.55
 0.31

 1,224,856
 1,079,171
 145,685
 52,298
 93,387
 1,099
 8.81
 8.86
 (0.05)
 96,778
 72,309
 24,469
 (478)
 24,947
 1,820
 1,650
 6.90
 6.38
 0.52
 125,652
 105,309
 20,343
 8,944
 11,399
 7,873
 7,482
 5.70
 5.55
 0.15
 448,880
 414,992
 33,888
 11,819
 22,069
 3,211
 3,115
 13.90
 13.19
 0.71
 446,357
 410,910
 35,447
 19,564
 15,883
 3,843
 3,633
 8.90
 8.39
 0.51
 Auto
 342,075
 304,660
 37,415
 19,382
 18,033
 35,701
 33,165
 2,536
 7.52
 7.20
 0.32
 Total loans
 2,684,598
 2,387,351
 297,247
 111,529
 185,718
 $
 70,327
 $
 68,175
 $
 2,152
 5.47
 %
 4.94
 %
 0.53
 %
 Total earning assets
 $
 3,846,833
 $
 3,371,110
 $
 475,723
 $
 309,992
 $
 165,731
 Interest bearing
 deposits:
 $
 25,978
 $
 24,563
 $
 1,415
 3.52
 %
 3.10
 %
 0.42
 %
 NOW and money
 market [2]
 $
 913,624
 $
 761,647
 $
 151,977
 $
 113,249
 $
 38,728
 14,498
 14,900
 (402)
 0.91
 0.68
 0.23
 Savings

 132,476
 101,334
 31,142
 30,406
 8,903
 7,776
 1,127
 3.26
 2.41
 0.85
 Time deposits
 290,021
 187,043
 102,978
 65,045
 37,933
 49,379
 47,239
 2,140
 2.71
 2.22
 0.49
 Total interest bearing
 1,336,121
 1,050,024
 286,097
 208,700
 77,397
 15,065
 15,307
 (242)
 Non-interest bearing
 demand deposits
 64,444
 62,546
 1,898
 2.07
 1.68
 0.39
 1,336,121
 1,050,024
 286,097
 208,700
 77,397
 (59)
 5.53
 5.12
 0.41
 Short-term
 borrowings
 4,676
 7,329
 (2,653)
 (3,193)
 Other medium and

 1,109
 (147)
 5.22
 5.09
 0.13
 long-term debt
 50,178
 56,430
 (6,252)
 (7,214)
 Total interest bearing
 50,425
 48,491
 1,934
 2.76
 2.30
 0.46
 liabilities (excluding
 demand deposits)
 277,192
 210,202
 66,990
 4,837
 4,377
 Other sources of
 funds
 $
 70,327
 $
 68,175
 $
 2,152
 1.98
 %
 1.63
 %
 0.35
 %
 Total source of funds
 277,192
 210,202
 66,990
 3.49
 %
 3.31
 %
 0.18
 %
 Net interest margin/
 income on a taxable
 equivalent basis
 (Non-GAAP)
 2,455,858
 2,257,327
 198,531
 $
 99,790
 $
 98,741
 2.71
 %
 2.64
 %
 0.07
 %
 Net interest spread
 Taxable equivalent
 173,570
 125,803
 47,767
 3.24
 %
 3.13
 %
 0.11
 %
 Net interest margin/
 income non-taxable
 equivalent basis
 (GAAP)
 $
 $
 $
 150,764
 Note: The changes that are not due solely to volume or
rate are allocated to volume and rate based on the
proportion of the change in each category.
 [1] Average balances exclude unrealized gains or losses
on debt securities available-for-sale and the unrealized
loss related to certain securities
 transferred from available-for-sale to held-to-maturity.
 [2] Includes interest bearing demand deposits corresponding
to certain government entities in Puerto Rico.

 Provision for Credit Losses - Loans Held-in-Portfolio
and Unfunded Commitments
 For the year ended December
31, 2024, the Corporation recorded a
provision for credit losses related to
loans held-in-portfolio and
 unfunded commitments of $256.9 million,
compared to $209.7 million for
the year ended December
31, 2023. The provision
 loan
for
the
year
2024
was
$258.4
an
of
$56.9
For
the
year
ended
2024,
the
 Corporation recorded a provision for credit benefit
related to unfunded commitments of $1.5 million,
mainly driven by lower unfunded
 commitments at
PB.
Note 9
to
the Consolidated
Financial Statements
for
details of
the
movement of
the allowance
for
 credit losses.
The drivers of
the increase
provision for loan
losses by business
segments when comparing
the year 2024
to
 the year 2023 were as follows:

In
the
BPPR
segment,
the
provision for
loans
by
$59.0
to
$253.8
for
the
year
ended
2024. The
increase was
mainly reflected
consumer and
leases portfolios,
higher net
 charge-offs
and changes
in credit
quality.
During 2024,
the
Corporation implemented
a new
CRE non-owner
 model, which resulted in lower qualitative reserves for its commercial portfolio. For more information about the new model
 implemented refer to Note 9.

In the Popular U.S. segment, the provision for loans losses decreased
by $2.1 million when compared to the year 2023, to
 $4.6 million
year 2024.
The decrease
was driven by
changes in credit
quality and improvements
in credit
ratings
 related to the commercial portfolio.

 At
31,
2024,
the
total
for
for
loans
held-in-portfolio amounted
to
$746.0
to
 $729.3
as
of
31,
2023.
The
ratio
of
the
for
to
loans
was
2.01%
at
31,
2024, compared
to
2.08%
at
2023. Refer
to
Note
to
the
Statements, for
on
the
to
its
ACL
and
to
the
Risk
of
this
MD&A
for
a
 detailed analysis of net charge-offs, non-performing assets,
the allowance for credit losses and selected loan
losses statistics.
 Non-Interest Income
2024, non-interest
income was $658.9
million, an
increase of
$8.2 million
when compared with
 the previous year. Factors that contributed to the variance in non-interest
income were:

higher other service fees by
$14.8 million mainly due to higher debit and
credit card fees by $8.5 million,
driven by higher
 customer purchase activity and higher commissions
from investment management and advisory fees by $6.9
million; and

higher service
charges on
deposit accounts
by $3.9
million mainly
in
non-balance compensation
in
 commercial accounts;
 partially offset by:

lower income from equity securities by
$5.1 million, mainly due to
an unfavorable variance of $2.7 million
in the fair value
 adjustment of equity
securities related to
the deferred benefits
plans, which have
an offsetting
effect in
higher personnel
 cost, and impairment losses on equity securities
of $2.3 million recognized during 2024;

lower other operating income by $2.5 million, mainly due
to the receipt of $5.6 million in insurance claim proceeds
in 2023,
 partially offset by higher service fees on other real estate
managed;
and

lower mortgage banking activities by $2.4 million, mainly due to an unfavorable variance in mortgage servicing fees driven
 by
serviced
loan
runoff
due
to
the
to
retain
guaranteed
loans
as
held
for
 investment.
 Effective December 1, 2024, Popular Auto LLC,
a wholly-owned subsidiary of Banco Popular de Puerto Rico,
completed the sale of
 its daily car
rental business. Daily
rental car units
and other related
assets totaling approximately
$52.1 million in
book value were
 transferred to the
purchaser at closing at
near book value. Revenues
from the car
rental business which,
included daily rental fees

 as well the
gains from the sale
of car rental
units, presented as part
of Other Operating Income
in the accompanying Consolidated
 Statements of Operation, for the year ended December 31, 2024 amounted to $27.7 million, a decrease of $4.8 million compared to
 the previous year.
Adjusting for the expense savings
expected as a result
of this transaction, the impact
to the consolidated results
 is not material to the Corporation.

 Operating Expenses
 Operating expenses for the
year ended December 31,
2024 totaled $1.9 billion,
including $6.4 million of
interest accrued related to
 prior period
tax withholdings
$14.3 million
impact of
the FDIC
Special Assessment,
which for
2023 was
of $71.4
 million. Excluding the effect of these aforementioned items in 2024 and
2023, total expenses for 2024 were $1.8 billion, an increase
 of $40.3
million, when compared with the previous year. The
other factors that contributed to the variance in operating expenses for
 the year were:

higher personnel
costs
by
$42.4 million
due
to
higher salaries
expenses by
$23.9
as a
of
 salary
revisions
and
an
in
headcount,
and
commissions
and
incentives,
stock
 compensation by $13.4 million;

higher technology and software expenses by
$38.4 million mainly due to higher software
amortization expenses by $11.7
IT
professional fees
of
$11.1
to
the
transformation initiative,
a
$9.8
 increase in network management services and an increase
of $3.9 million in application processing and
hosting services;

higher other
taxes expense
by $10.1
million mainly
in municipal
license tax
and to
 reversal of $8.2 million in 2023 of regulatory examination
fees in BPPR;

higher business promotion expenses by $7.0 million mainly
due to higher credit card customer rewards programs
 reflecting an increase in customer purchase activity;
and

higher other
processing and
transactional services
expenses by
$4.6 million
mainly due
to higher
credit and
debit card
 processing expense as a result of higher transactional
volumes.
 These variances were partially offset by:

lower
professional fees
by
$35.3 million
due
to
lower legal
fees
and
lower
consulting
fees
to
 initiatives;

a non-cash goodwill impairment of $23.0 million recorded
during 2023 in our U.S. based equipment leasing
subsidiary due
 to lower forecasted cash flows and an increase in
the rate used to discount cash flows; and

lower equipment expense by
$3.6 million, mainly due
to lower rental vehicle
fleet depreciation expense as
a result of the
 sale of the car rental business.

 Table 6 provides a breakdown of operating expenses by major categories.

 Table 6 - Operating Expenses
31,

 2024
 2023
 2022
 Personnel costs:
 Salaries
 $
 529,794
 $
 505,935
 $
 432,910
 Commissions, incentives and other bonuses
 126,081
 112,657
 155,889
 Pension, postretirement and medical insurance
 68,185
 67,469
 56,085
 Other personnel costs, including payroll taxes
 96,391
 91,984
 74,880
 Total personnel
costs
 820,451
 778,045
 719,764
 Net occupancy expenses
 111,430
 111,586
 106,169
 Equipment expenses
 33,424
 37,057
 35,626
 Other taxes
 66,046
 55,926
 63,603
 125,822
 161,142
 172,043
 329,061
 290,615
 291,902
 Processing and transactional services:
 Credit and debit cards
 49,301
 44,578
 45,455
 Other processing and transactional services
 93,376
 93,492
 81,690
 Total processing
and transactional services
 142,677
 138,070
 127,145
 Communications
 18,899
 16,664
 14,885
 Business promotion:
 Rewards and customer loyalty programs
 63,773
 59,092
 51,832
 Other business promotion
 38,157
 35,834
 37,086
 Total business
promotion
 101,930
 94,926
 88,918
 FDIC deposit insurance
 54,626
 105,985
 26,787
 Other real estate owned (OREO) income
 (18,124)
 (15,375)
 Other operating expenses:
 Operational losses
 27,200
 23,505
 32,049
 All other
 71,257
 73,774
 77,397
 Total other operating
 98,457
 97,279
 109,446
 2,938
 3,180
 3,275
 -
 9,000
 $
 $
 $
 Personnel costs to average assets
 1.12
 %
 1.09
 %
 0.99
 %
 Operating expenses to average assets
 2.57
 2.66
 2.40
 Employees (full-time equivalent)
 9,231
 9,088
 8,813
 Average assets per employee (in millions)
 $7.95
 $7.84
 $8.26
 Income Taxes
Corporation recorded an
expense of
$182.4 million,
$134.2
 million for the year 2023.
The increase of $48.2 million was attributed to higher
income before tax, the $16.5 million tax withholding
 expense recorded in the
first quarter of 2024
related to intercompany distributions for
the years 2014-2023, and
the additional $6.4
tax
to
a
distribution
completed
that
quarter.
These
variances
were
by
net
 exempt income.
had a
net deferred
tax asset
amounting to
$924.8 million, net
of a
valuation allowance
of
 $456.8 million. The net
deferred tax asset related
to the U.S. operations
was $253.4 million, net
of a valuation allowance
of $386.9

Note 34
Statements for
a reconciliation
statutory income
tax rate
effective tax
 rate and additional information on the income
tax expense and deferred tax asset balances.
 Fourth Quarter Operational Results

For
the
ended
31,
2024,
the
net
of
$177.8
to
net
of
$94.6
for
the
same
of
the
previous year.
Net
for
the
fourth
of
2024
 amounted to $590.8
million, compared with
$534.2
million for the
fourth quarter of
2023. The increase of
$56.6 million in
income was mainly
higher interest income
from loans,
growth across most
portfolios at BPPR
 and the commercial and construction portfolios in PB combined with higher rates by $9.8 million, lower cost of deposits by
 $3.5
in
P.R.
and
online
in
PB,
and
from
 securities; partially offset by lower income from money market investments due to lower average balances by $736 million
 and yields by 67 bps.
The net interest margin increased by 27 basis points to 3.35% mainly due to an increase in the yield
 for
loans
and
investment securities
due
to
higher rates.
On
a
taxable equivalent
the
margin for
the
 fourth quarter of 2024 was 3.62%, compared to
3.26% for the fourth quarter of 2023.

The provision for
loan losses was
$69.1 million for
the fourth quarter
of 2024, compared
to a provision
expense of $75.2
 million for the same quarter of the previous year. The decrease of $6.1 million
was driven by a lower provision expense
for
 loans, mainly attributed to improved credit metrics at the commercial and
construction portfolios and the implementation of
 a
new
model
for
CRE
non-owner-occupied-loans in
Rico,
by
for
the
due
to
increased delinquencies
and
NCOs.
The
release for
unfunded commitments
was $2.9
 lower by $6.6 million, mainly due to lower reserve
needs for unfunded commitments
in PB.

Non-interest income amounted to $164.7 million for
the quarter ended December 31, 2024,
compared with $168.7 million
 for the same quarter in 2023. The decrease
of $4.0 million was mainly due to lower
income from equity securities by $4.8
 million driven by the valuation of securities held for deferred benefit plans, which have an offset effect
on personnel costs,
by higher
other service
fees by
$2.7 million,
higher commissions from
investment management
 and advisory fees.

Operating expenses totaled $467.6 million for the quarter
ended December 31, 2024, compared with $531.1
million for the
 same
in
the
previous
year.
The
is
to
the
$71.4
FDIC
Special
Assessment
fourth
of
2023;
by
higher personnel
costs
by
$11.1
million due
to
 salary revisions and higher incentive compensation.

For the quarter
2024, the Corporation
recorded an income tax
expense of $43.9
million, compared
 with an income tax benefit of $1.5 million for the
same quarter of 2023. The unfavorable variance was mostly attributed to
 a higher income before tax, mainly due to
the FDIC Special Assessment recorded in the
fourth quarter of 2023.
 REPORTABLE SEGMENT RESULTS
reportable segments
for managerial
reporting purposes
consist of
Banco Popular
de Puerto
Rico and
 U.S. A Corporate group has been defined to
support the reportable segments.

 For
a
of
the
reportable
segments,
and
the
 management accounting process, refer to Note 36
to the Consolidated Financial Statements.

 The Corporate
group reported
a net
loss of
$19.0 million
2024, compared with
a net
income of
 $13.3 million for
the previous year.
The negative variance
was primarily the
result of the
$22.9 million adjustment
to recognize the
 tax
impact,
the
interest,
with
prior
period intercompany
distributions,
and
the
$6.5
 recognized for the tax impact related to intercompany
distributions paid during the first quarter
of 2024.

 Highlights on the earnings results for the reportable
segments are discussed below:

 The Banco Popular de Puerto Rico reportable segment's
net income amounted to $555.7
million for the year ended December 31,
 2024, compared with $472.0 million for the year ended
December 31, 2023. The principal factors that
contributed to the variance in
 the financial results included the following:

Higher net interest income by $144.9 million due
to higher interest income from loans by $225.7
million, or 31 basis
 points, driven by higher average balances resulting
primarily from portfolio growth in the commercial,
auto and personal
 loans by 31 basis points, and higher interest
income from money market and investment securities
by $69.9 million, or 34
 basis points; due to the re-investment of maturities
in higher yielding securities, mainly U.S. Treasuries; partially
offset by
 higher interest expense on deposits by $149.9
million, or 37 basis points;
mainly due to higher costs of P.R. government
 deposits. The BPPR segment's net interest margin was 3.43%
for 2024 compared with 3.20% for the same
period in
 2023;

A provision for loan losses of $253.6 million
in 2024, compared to $195.1 million for the
year ended 2023, or an
 unfavorable variance of $58.5 million, due to the consumer
portfolios, driven by higher net charge-offs and
higher loan
 balances in addition to higher reserves for credit card
and leasing portfolios, driven by changes
in credit quality; During
 2024, the Corporation implemented a new CRE
non-owner occupied model, which resulted in
lower qualitative reserves
 for its commercial portfolio;

A higher provision for unfunded commitments by
$1.4 million driven by the commercial portfolio;

Higher non-interest income by $9.6 million mainly
due to:

Higher other service fees by $12.3 million due
to higher debit and credit card fees by $8.2
million as result of
 higher volume of transactions;
and

Higher service charges on deposit accounts by $3.9
million principally due to higher fees from non-balance
 compensation in commercial deposits.
 partially offset by

Lower mortgage banking activities by $2.5 million
mainly due to an unfavorable variance of $2.6
 mortgage service fees, driven by portfolio runoff, due
to the Corporation's determination to retain certain
 guaranteed loans as held for investment;.and

Lower other operating income by $2.7 million mostly
due to an insurance policy reimbursement
gain on 2023.

Lower operating expenses by $0.5 million, mainly
due to:

Lower FDIC deposit insurance expense by $49.0
million due to FDIC Special Assessment expense
of $12.7
 million in the year 2024, compared to $63.5 million
in 2023;

Lower professional fees by $20.4 million mainly due
to lower legal expenses and lower consulting fees
 associated with several corporate initiatives;

Lower equipment expenses by $3.8 million mainly
due to a decrease in daily rental vehicle
fleet depreciation as
 a result of the sale of the daily car
rental business; and

Higher net recoveries from OREO by $2.9 million
mainly due to an increase in gains from the
sale of residential
 and commercial OREO properties;
 Partially offset by:

Higher personnel costs by $30.1 million due to
annual salary revisions, an increase in headcount;
and higher
 commissions and incentives, including restricted share
compensation;

Higher technology and software expenses by $21.9
million mainly due to higher amortization of
software, higher
 IT consulting fees, higher network management fees
and higher application and hosting services;

Higher other taxes expenses by $9.9 million
mainly due to an increase in municipal license
tax and the impact
 of the reversal of $8.2 million in 2023
of regulatory examination fees;

Higher business promotions by $6.1 million mainly
due to higher credit cards customer rewards expense
as a
 result of an increase in customer purchase activity, and higher advertising
and sponsorship expenses; and

Higher processing and transactional services by $4.8
million mainly due to higher credit and debit
card
 processing expense due to higher transaction volume.

Higher income tax expense.by $10.8 million due to higher
income before tax, partially offset by higher exempt

December 31, 2024, Popular
U.S. reported
net income
of $77.6
million, compared with
a net
income of
$56.3
 million for the year ended
December 31, 2023. The principal factors
that contributed to the variance
in the financial results included
 the following:

Higher net
interest income
by $5.4
million mainly
higher interest
income from
loans by
$68.8 million,
or 33
basis
 points, mainly from growth in the commercial and
construction portfolio with higher yields, and higher income from money
 market and investment securities by $57.5 million,
or 59 basis points, due to
re-investment in higher yields, mainly due to
 higher cost of deposits by
64 basis points; partially offset by
higher interest expense on deposits by $124.6
million mainly
 due to higher average balances
of high cost deposits, primarily time deposit through the online channel. The Popular U.S.
 reportable segment's net interest margin was 2.66%
for 2024 compared with 2.98% for the same period
in 2023;

A favorable
variance of
$2.1 million
provision for
loan losses,
mainly due
to a
lower provision
 and consumer portfolios, partially offset
by an increase in
provision for the mortgage and
commercial portfolios, reflective
 of changes in credit quality;

A
favorable
variance
of
$11.1
in
the
for
unfunded
commitments
to
the
 portfolio;

Higher non-interest income by $1.4 million mainly
due to higher insurance fees; and

Lower operating expenses by $16.7 million mainly
due to:

The impact of the
$23.0 million goodwill impairment charge
recorded in 2023 related to
our U.S. based leasing
 subsidiary;

Lower FDIC deposit insurance
expense by $2.3 million
due to the
lower FDIC Special Assessment
expense of
 $1.6 million
year 2024, compared
to $7.9
2023, partially offset
by a
higher assessment rate
in
 2024; and

Lower occupancy expense by
$1.8 million due to
a decrease in
amortization mainly due to
early termination of
 contracts in the year 2023;
 Partially offset by:

Higher other expenses by $6.7 million due to higher
charges allocated from the Corporate segment group;
and

Higher personnel costs by $2.0 million due to annual
salary revisions and an increase in headcount;

Higher income tax expense by $15.4 million due
mainly due to higher pre-tax income.
 STATEMENT
OF FINANCIAL CONDITION ANALYSIS

 The Corporation's total
assets were $73.0 billion
at December 31, 2024,
compared to $70.8 billion
at December 31, 2023.
Consolidated Statements of
Financial Condition
and 2023
included in
this Form
10-K for
information.
Also,
refer
to
the
Statistical
Summary
2024-2023
in
this
MD&A
for
Condensed
of

 Money market investments and debt securities
decreased by $617.9
million at December
when compared to
2023. This was
 mainly driven by use of funding
for loan growth. Debt securities available-for-sale increased $1.5
billion, mainly due to reinvestment
 in
U.S.
Securities.
Debt
by
$436.3
by
maturities
and
paydowns,
amortization of
$179.6 million
discount related
to U.S.
Treasury securities
previously reclassified from
 available-for-sale ("AFS") to held-to-maturity ("HTM"). Refer to Notes
5 and 6 to the Consolidated Financial Statements for additional
 information with respect to the Corporation's debt securities
available-for-sale and held-to-maturity.
 Loans
 Refer to Table
7 for a breakdown of
the Corporation's loan portfolio. Also,
refer to Note 7
to the Consolidated Financial Statements
 for detailed information about the Corporation's loan portfolio
composition and loan purchases and sales.
 Loans
held-in-portfolio increased
by
$2.0
billion to
$37.1
at
31,
2024,
due
to
growth in
the
 portfolio of
$952.4 million,
reflected at
both BPPR
by $785.5
million and
$166.9 million,
respectively,
growth in
 loans at BPPR by $418.1 million, as the Corporation continued
to retain in portfolio FHA-guaranteed mortgage loan
originations,
and
in
loans
at
PB
by
$262.1
loans
at
BPPR
by
$228.5
in
the
aggregate,
 including credit cards and auto loans.
$5.3 billion
non-owner occupied commercial
portfolio is comprised
of $3.2
billion in
and
 $2.1 billion in the U.S. and is
well diversified across a number of tenants in different industries
and segments with exposure to retail
 (33%
of
non-owner
CRE),
hotels
(19%)
and
office
space
(13%)
for
two
thirds
of
the
total
exposure.
With
 approximate $714 million, CRE office space loan exposure represents
only 1.9% of the total loan portfolio and it is comprised mainly
 of mid-rise properties with diversified tenants with
average loan size of $2.4 million across both the
U.S. and Puerto Rico.

 Popular's $2.4 billion commercial multi-family portfolio represents approximately 6% of the total loan portfolio, which is concentrated
Metro ($1.5
billion), South
Florida ($672
million) and
($216 million)
geographic regions.
In the
New
 York Metro region, the Corporation has no exposure to rent controlled buildings. The rent stabilized units represent less than 40% of
 the total units in the loan portfolio and the majority
are from vintages after 2019.

Note 8
Statements for
additional information
on delinquency,
asset quality
and origination
 vintage information of these loan segments.
 Table 7 provides a breakdown of loan balance per portfolio.

 Table 7 - Loans Ending Balances

 Loans held-in-portfolio:

 $
 $
 $
 (16,000)

 275,814

 77,111

 615,441
 18,662,163
 17,709,797
 952,366
 304,512
 193,596
 418,266

 82,332

 7,618

 (90,003)

Auto
 162,657

Other
 11,337

 7,142,109
 6,968,168
 173,941
 Total loans held-in
-portfolio
 $
 37,107,652
 $
 35,064,971
 $
 2,042,681
 Loans held-for-sale:

 $
 5,423
 $
 4,301
 $
 1,122
 Total loans held-for-sale
 $
 5,423
 $
 4,301
 $
 1,122
 Total loans
 $
 $
 35,069,272
 $
 2,043,803
 Other assets amounted to $1.8 billion at December 31, 2024, a decrease
of $216.8 million compared to $2.0 billion at December 31,
 2023.
The
variance
was
by
a
of
$161.4
in
cash
receivable
from
the
maturities
of
 securities. Refer to Note
13 to the Consolidated Financial Statements
for a breakdown of
the principal categories that comprise
the
 caption of "Other Assets" in the Consolidated
Statements of Financial Condition at December
31, 2024 and 2023.
 Liabilities
total liabilities were
$67.4 billion
of $1.8
billion compared to
$65.6 billion
at
 December 31, 2023, mainly due to an increase in deposits as discussed below. Refer to the
Corporation's Consolidated Statements
 of Financial Condition included in this Form 10-K.

 Deposits and Borrowings
 The
totaled
$64.9
at
31,
2024,
to
$63.6
at
31,
2023.
This
 increase of $1.3 billion was mainly in Puerto Rico,
driven by P.R. Government deposits
as well as time deposits at PB.

 Excluding P.R.
Government deposits, as of December 31, 2024, deposits amounted to $45.4 billion, compared to
$45.6 billion as of
31,
2023.
This
$0.2
a
of
$0.4
in
savings,
NOW
and
money
 market deposits and of
$0.3 billion in non-interest-bearing deposits,
partially offset by
a $0.5 billion increase
in higher cost interest-
 bearing deposits, mainly related to time deposits
in Popular Bank.

 In
BPPR, deposit
balances, excluding
P.R
government funds,
impacted during
2023
and 2024
by
outflows driven
by
 changes in client behavior, mainly by commercial and affluent retail clients seeking products that provide for high
rates in the current
 rate environment,
along with
significant spending
and use
of balances
including the
retail client
base, which
had experienced
an

 increase in average deposit balances since the pandemic driven by U.S. government incentives, tax refunds and increased average
 wages.
Notwithstanding this decrease in total balances,
average retail deposit balances per retail client at BPPR are still higher than
 pre-pandemic levels.
 P.R.
Government deposits
amounted to $19.5 billion
at December 31, 2024,
compared to $18.1 billion
at December 31, 2023.
The
 receipt by the Puerto
Rico Government of additional federal
assistance, and seasonal tax collections, could
increase public deposit
 balances at
BPPR in
the near
term. However,
the rate
at which
public deposit
balances may
change is
uncertain and
difficult to
 predict. The
amount and
timing of
any such
change is
likely to
be impacted
by,
for example,
of federal
assistance and
 speed at which
any federal assistance is
distributed, the financial condition, liquidity
and cash management practices
of the Puerto
 Rico
and
its
and
the
implementation
of
and
debt
plans
pursuant
to
 PROMESA or
other
mandated by
the
Fiscal
Oversight and
Management Board
for Puerto
Rico
(the
"Oversight Board").
the Trump
Administration is
conducting a
review of
federal funding,
entail a
reduction in
federal funding
 available for Puerto Rico.
 Approximately 30% of
deposits are
public fund deposits
Government of Puerto
Rico, municipalities and
 government instrumentalities and corporations ("public funds'').
These public funds deposits are
indexed to short-term market
rates
 and generally fluctuate in cost with changes in
those rates with a one-quarter lag, in accordance with
contractual terms. As a result,
 these deposits' costs
have tipically lagged
variable asset repricing.
These deposits require
bank pledge high
credit quality
 securities as collateral; therefore, liquidity risks arising from public sector deposit outflows are lower.
Refer to the Liquidity section in
 this MD&A for additional information on the Corporation's
funding sources.
 Refer to Table 8 for a breakdown of the Corporation's deposits at December 31, 2024 and 2023.

 Table 8 - Deposits Ending Balances
 Deposits excluding P.R.
government deposits:

 $
 $
 15,419,624
 $
 (280,069)

Savings, NOW and money market deposits (non-brokered)
 21,177,506
 21,541,261
 (363,755)

Savings, NOW and money market deposits (brokered)
 736,225
 719,453
 16,772

Time deposits (non-brokered)
 7,476,924
 6,914,035
 562,889

Time deposits (brokered CDs)
 890,704
 955,754
 (65,050)
 Sub-total deposits excluding P.R.
 45,420,914
 45,550,127
 (129,213)
 P.R. government
deposits:

[1]
 11,730,273
 12,159,430
 (429,157)

Savings, NOW and money market deposits (non-brokered)
 7,087,904
 5,276,583
 1,811,321

Time deposits (non-brokered)
 645,254
 632,103
 13,151
 Sub-total P.R.
 19,463,431
 18,068,116
 1,395,315
 $
 $
 $
 1,266,102
 [1] Includes interest bearing demand deposits.

 Borrowings
 The Corporation's borrowings amounted to $1.2
billion at December 31, 2024, compared to
$1.1 billion at December 31,
2023. The
 increase was mainly
due to FHLB
advances balances which
increase by $133.1
million, including short
and long term
borrowings,
by
lower
commitments.
Refer
to
Note
to
the
for
on
the
borrowings.
Also,
refer
to
the
Liquidity
in
this
MD&A
for
on
the
 Corporation's funding sources.
 Stockholders' Equity
 Stockholders' equity totaled
$5.6 billion at
an increase of
$0.5 billion when
compared to December
 The increase was principally due to net income for the year ended December 31, 2024 of $614.2 million, coupled with the change in
other
loss
by
the
of
unrealized losses
from
previously
reclassified to
 HTM of
$143.7 million,
net of
taxes, and
the decrease
in net
unrealized losses
portfolio of
AFS securities
of $74.3
by an
increase in
Stock mainly
the repurchases
of 2,256,420
for $217.3
 million during the year
as part of the previously
announced $500 million share repurchase authorization,
and by declared dividends
 of
$183.9
and
$1.4
on
stock
and
stock,
respectively.
Refer
to
the
Consolidated Statements
of
Condition,
Comprehensive
and
in
Stockholders'
for
on
the
composition
of
 stockholders'
equity.
Also,
refer
to
Note
to
the
for
a
detail
of
other
 comprehensive income (loss), an integral component of
stockholders' equity.
 The composition of the Corporation's financing to total assets
at December 31, 2024 and 2023 is included
in Table 9.

 Table 9 - Financing to Total

 % (decrease) increase
 % of total assets
 (Dollars in millions)
 2024
 2023
 from 2023 to 2024
 2024
 2023
 Non-interest bearing core deposits
 $
 15,139
 $
 15,420
 (1.8)
 %
 20.7
 %
 21.8
 %
 Interest-bearing core deposits
 44,622
 43,571
 2.4
 61.1
 61.6
 Interest-bearing other deposits
 5,123
 4,627
 10.7
 7.0
 6.5
 Repurchase agreements
 (39.6)
 0.1
 0.1
 -
 N.M.
 0.3
 -
 (9.2)
 1.2
 1.4
 1,372
 50.0
 1.9
 1.3
 Stockholders' equity
 5,613
 5,147
 9.1
 7.7
 7.3
 CAPITAL
 Regulatory Capital
 The Corporation and its bank subsidiaries are subject to capital adequacy
standards established by the Federal Reserve Board. The
 risk-based capital
standards applicable
to Popular,
Inc., BPPR
and PB,
final capital
framework of
Basel III.
The
 Basel III capital rules include a "Common Equity Tier 1" ("CET1") capital ratio and define Tier 1 capital as CET1 plus "Additional Tier
Capital"
meeting
specified
Note
to
the
 information on the Corporation's regulatory capital requirements,
including the regulatory capital ratios of BPPR
and PB.
 An institution
is considered "well-capitalized"
if it
maintains a total
capital ratio
of 10%,
a Tier
1 capital ratio
of 8%,
a CET1 capital
 ratio
of
6.5%
and
a
leverage
ratio
of
5%.
The
ratios
in
Table
show
that
the
was
"well
 capitalized" for
regulatory purposes,
the highest
classification, under
Basel III
for years
2023. BPPR
were also
 well-capitalized for all the years presented.
 The
Basel
III
Capital
Rules
also
an
2.5%
"capital
conservation
buffer",
composed entirely
of
CET1,
on
top
of
 minimum risk-weighted asset ratios, which excludes the leverage ratio. The capital conservation buffer is
designed to absorb losses
 during periods of
economic stress. 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. Popular,
PB are
required to
maintain this
additional capital
conservation buffer
of 2.5%
of CET1,
resulting in
 minimum ratios
of (i) CET1
to risk-weighted
7%, (ii) Tier
1 capital
to risk-weighted
8.5%, and
 (iii) Total capital to risk-weighted assets of at least 10.5%.
 Table 10 presents the Corporation's capital adequacy information for the years 2024 and 2023.

 Table 10 - Capital Adequacy
Data

 2024
 2023
 Risk-based capital:
 Common Equity Tier 1 capital
 $
 6,262,792
 $
 6,053,315
 Additional Tier 1 Capital

 Tier 1 capital
 $
 6,284,935
 $
 6,075,458
 Supplementary (Tier 2) capital

 683,268
 658,507

Total

 $
 6,968,203
 $
 6,733,965

Total
risk-weighted assets

 $
 39,073,462
 $
 37,146,330
 Adjusted average quarterly assets
 $
 72,593,464
 $
 71,353,184
 Ratios:
 Common Equity Tier 1 capital
 16.03
 %
 16.30
 %
 Tier 1 capital

 16.08
 16.36
 Total capital

 17.83
 18.13
 Leverage ratio

 8.66
 8.51
 Average equity to assets
 [1]
 9.61
 9.27
 Average tangible equity to assets
 [1]
 8.60
 8.19
 [1]
 Average balances exclude unrealized gains or losses
on debt securities available-for-sale and unrealized
losses on debt securities transfer
 to held-to-maturities
 The decrease in the CET1 capital ratio,
Tier 1 capital ratio
and, total capital ratio as of
December 31, 2024, compared to December
 31,
2023,
 was
due
to
an
in
risk
as
a
of
loan
in
the
loans
held-in-
 portfolio,
and
the
of
under
the
stock
authorization
plan,
by
the
 earnings. The increase in the leverage capital ratio was mainly due to the
increase in capital driven by the annual earnings, partially
 offset by an increase in average total assets.
 Pursuant
to
the
of
CECL
on
January
1,
2020,
the
Corporation elected
to
use
the
five-year
transition
as
 provided in the final interim regulatory capital rules effective March
31, 2020. The five-year transition period provision delays for two
 years the
estimated impact
of
CECL on
regulatory capital,
followed by
a three-year
transition period
to
phase out
the aggregate
the capital benefits
provided during the
initial two-year delay.
As of
the Corporation had
phased-in
 75% of the cumulative CECL deferral with the remaining impact to be
recognized over the next year. In
the first quarter of 2025, the
 Corporation will phase in all of the cumulative deferral.
 Table 11
reconciles the Corporation's total common stockholders'
equity to common equity Tier 1 capital.
 Table 11
- Reconciliation Common Equity Tier 1 Capital

 2024
 2023
 Common stockholders' equity
 $
 5,633,298
 $
 5,209,561

AOCI related adjustments due to opt-out election
 1,589,875
 1,831,003

Goodwill, net of associated deferred tax liability
(DTL)
 (657,181)
 (666,538)

Intangible assets, net of associated DTLs
 (6,826)
 (9,764)

Deferred tax assets and other deductions
 (296,374)
 (310,947)
 Common equity tier 1 capital
 $
 6,262,792
 $
 6,053,315
 Common equity tier 1 capital to risk-weighted assets
 16.03
 %
 16.30
 %
 Reconciliation to Tangible Common Equity and Tangible Assets
 Table
a
reconciliation of
total
stockholders'
to
and
total
to
at
 December 31, 2024 and 2023.

 Table 12 - Reconciliation
of Tangible Common Equity
and Tangible Assets
 (In thousands, except share or per share information)
 2024
 2023
 Total stockholders'
 $
 $
 Less: Preferred stock
 Less: Goodwill
 (802,954)
 (804,428)
 Less: Other intangibles
 (6,826)
 (9,764)
 Total tangible common
 $
 4,781,143
 $
 4,310,618

 $
 $
 Less: Goodwill
 (802,954)
 (804,428)
 Less: Other intangibles
 (6,826)
 (9,764)
 Total tangible assets
 $
 72,235,603
 $
 69,943,963
 Tangible common
equity to tangible assets
 6.62
 %
 6.16
 %
 Common shares outstanding at end of period
 70,141,291
 72,153,621
 Tangible book value
per common share
 $
 68.16
 $
 59.74
 Year-to-date average
 Total stockholders'
equity [1]
 $
 6,480,598
 $
 5,853,276
 Average unrealized (gains) losses on AFS securities
transferred to HTM

 572,595
 747,327
 Adjusted total stockholder's equity

 7,053,193
 6,600,603
 Less: Preferred Stock
 Less: Goodwill
 (804,423)
 (821,567)
 Less: Other intangibles
 (8,366)
 (11,473)
 Total tangible common
 $
 6,218,261
 $
 5,745,420
 Average return on tangible common equity
 9.85
 %
 9.40
 %
 [1] Average balances exclude unrealized gains or losses
on debt securities available-for-sale.

 RISK MANAGEMENT
 Market / Interest Rate Risk
 The Corporation's assets that are mainly subject to market valuation risk are debt securities classified as available-for-sale. Refer to
 Notes 5 and 6 to
the Consolidated Financial Statements for further information on
the debt securities available-for-sale and held-to-
 maturity portfolios.
Debt securities
available-for-sale and
held-to-maturity amounted
to
$18.2 billion
and
$7.8 billion,
 respectively,
as
of
31,
2024.
Other
to
risk
loans
held-for-sale,
which
amounted
to
$5
 million, mortgage servicing
rights ("MSRs") which
amounted to $108
million, and securities
classified as "trading",
which amounted
 to $33 million, each as of December 31, 2024.

 Interest Rate Risk ("IRR")
 The Corporation's net interest income is subject
to various categories of interest rate risk,
including repricing, basis, yield curve and
 option risks.
In managing
risk, management may
alter the
mix of
floating and
fixed rate
liabilities, change
schedules,
adjust
maturities
sales
and
purchases
of
and
enter
into
derivative
contracts,
 among other alternatives.

 Management utilizes various tools to assess IRR, including Net Interest
Income ("NII") simulation modeling, static gap analysis, and
 Economic Value of Equity ("EVE") to monitor the risk arising from the dynamic characteristics of assets and liabilities subject to IRR.
 The
three
methodologies complement
each
other
and
are
used jointly
in
the
evaluation of
the
Corporation's IRR.
NII simulation
 modeling is prepared for a five-year period, which in conjunction with the EVE analysis, provides management a better view of long-
 term IRR.
 Net
simulation
performed by
legal
entity and
on
a
basis
is
used
to
estimate the
in
net
from
hypothetical
in
rates.
Sensitivity
is
calculated
using
a
 simulation model which incorporates actual balance
sheet figures detailed by maturity and interest
yields or costs.

 Management assesses interest rate
risk by comparing various
NII simulations under different
interest rate scenarios to
assess the,
 degree of
change and
the projected
shape of
the yield
curve. Management
also performs
analyses to
isolate and
measure basis
 and
risk
exposures.
These
are
periodically
monitored.
Assumptions
are
validated
by
and
are
 subject to independent validations according to the Corporations'
Model Governance Policy.
 The Corporation processes NII
simulations under interest rate
scenarios in which the
yield curve is assumed
to rise and
decline by
 the same magnitude
(parallel shifts). The
rate scenarios considered in
these market risk
simulations include instantaneous parallel
 changes of
-100,
-200, +100,
and +200
succeeding twelve-month
period. Assumptions
included in
these
 analyses
that
the
sheet
remains
flat,
relative
of
rates
across
all
yield
curve
points
and
 indexes, interest rate spreads, loan
prepayments and deposit elasticity.
Thus, they should not be
relied upon as indicative of
and
do
not
contemplate
that
may
engage
in
as
a
response
to
in
rates.
is also
the risk
inherent in
the use
of different
rate indexes
repricing of
 liabilities, as well the
risk of pricing lags
due to contractual or
timing differences between the
market and management response
to
in
the
rate
environment.
These
forward-looking
computations
are
best
based
on
known
and
 available information and actual results may differ. The following table presents the
results of the simulations at December 31, 2024
 and December 31, 2023, assuming a static balance
sheet and parallel changes over flat spot rates
over a one-year time horizon:

 Table 13 - Net Interest Income
Sensitivity (One Year Projection)
 Amount Change
 Percent Change
 Amount Change
 Percent Change
 Change in interest rate
 +200 basis points
 44,747
 1.78
 20,822
 0.92
 +100 basis points
 22,917
 0.91
 11,496
 0.51
 -100 basis points
 9,157
 0.36
 19,589
 0.87
 -200 basis points
 0.02
 16,971
 0.75
 As
of
31,
2024,
NII
simulations
show
the
maintains
an
asset
sensitive
that
is
slightly
more
 pronounced
in
the
rising
rates
and
closer
to
neutral
in
the
declining
scenarios.
Sensitivity
variation
and
the
 sensitivity profile
are mainly driven
by changes
in balance sheet
composition,
including those
of short-term
U.S Treasury
Bills ("T-
 Bills"),
and
loan
balances,
by
market-linked
Rico
sector
in
the
 composition
and
mix
of
and
a
in
overnight
Fed
Funds.
the
year
ended
on
31,
2024,
the
 Corporation began to reinvest excess reserves and some of the proceeds of the maturing portfolio into U.S Treasury Notes. In more
 severe declining
rate scenarios,
the negative
impact on
income due
repricing of
short-term assets
and variable
 rate
loans
would
slightly
exceed
the
in
cost
of
these
In
rising
rate
scenarios,
net
 income would also
be impacted due
to its large
proportion of Puerto Rico
public sector deposit, however
the repricing of
assets as
 they either reset or mature would lead to an
increase in net interest income.
 The
loan
and
are
to
risk.
Prepayment
risk
also
could
have
a
 impact on the duration of mortgage-backed securities
and collateralized mortgage obligations.

 Table 14 - Interest Rate Sensitivity
 By repricing dates

 0-30 days
 Within 31 -
 After three
 months but
 within six
 months
 After six
 months but
 within nine
 months

 After nine
 months but
 within one
 year
 After one
 year but
 within two
 years
 After two
 years
 Non-
 bearing
 funds
 Total
 Assets:
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 Investment and trading securities

 3,147,704
 5,522,542
 1,130,420
 1,088,564
 1,085,066
 4,512,035
 9,994,313
 (240,984)
 26,239,660
 Loans
 6,357,761
 3,540,568
 1,677,662
 1,572,269
 1,626,334
 5,779,141
 16,624,354
 (65,014)
 -
 -
 -
 -
 -
 -
 -
 3,311,700
 3,311,700

Total

 15,886,413
 9,063,110
 2,808,082
 2,660,833
 2,711,400
 10,291,176
 26,618,667
 3,005,702
 Liabilities and stockholders' equity:
 Savings, NOW and money market and

 other interest bearing demand deposits
 21,117,523
 770,171
 1,080,690
 998,427
 923,742
 3,069,864
 12,771,491
 -
 40,731,908
 Certificates of deposit
 2,116,171
 1,265,842
 1,282,371
 841,625
 705,275
 1,033,226
 1,768,372
 -
 9,012,882
 Federal funds purchased and assets

 sold under agreements to repurchase
 27,516
 27,317
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -

 63,522
 -
 25,000
 25,000
 30,692
 74,500
 677,579
 -
 Non-interest bearing deposits
 -
 -
 -
 -
 -
 -
 -
 Other non-interest bearing liabilities
 -
 -
 -
 -
 -
 -
 -
 Stockholders' equity
 -
 -
 -
 -
 -
 -
 -

Total

 $
 23,549,732
 $
 2,063,330
 $
 2,388,061
 $
 1,865,052
 $
 1,659,709
 $
 4,177,590
 $
 15,217,442
 $
 22,124,467
 $
 Interest rate sensitive gap
 (7,663,319)
 6,999,780
 420,021
 795,781
 1,051,691
 6,113,586
 11,401,225
 (19,118,765)
 -
 Cumulative interest rate sensitive gap
 (7,663,319)
 (663,539)
 (243,518)
 552,263
 1,603,954
 7,717,540
 19,118,765
 -
 -
 Cumulative interest rate sensitive gap

 to earning assets
 (10.94)
 %
 (0.95)
 %
 (0.35)
 %
 0.79
 %
 2.29
 %
 11.02
 %
 27.30
 %
 -
 -
 Table 15, which presents the maturity distribution of earning assets, takes into consideration
prepayment assumptions.

 Table 15 - Maturity Distribution
of Earning Assets
 As of December 31, 2024
 Maturities
 After one year

After five years
 through five years
 through fifteen years
 After fifteen years
 One year
 Fixed

 Variable

 Fixed

 Variable

 Fixed

 Variable

or less
 Total
 Money market securities

 $
 $
 -
 $
 -
 $
 -

$

 -

$

 -

$

 -
 $
 Investment and trading

 11,902,679
 12,608,711
 7,219
 1,555,836
 2,705
 -
 -
 26,077,150
 Loans:

 5,873,664
 6,540,347
 4,232,149
 1,175,746
 717,934
 100,561
 21,762
 18,662,163

 777,708
 132,307
 291,730
 (3,312)
 65,359
 -
 -

 564,869
 1,348,636
 -
 11,900
 -
 -
 -

 1,873,112
 3,901,605
 303,044
 229,603
 732,358
 2,037
 100,350
 7,142,109

 577,552
 2,163,670
 182,220
 4,265,627
 74,603
 855,849
 8,119,606
 Subtotal loans

 9,666,905
 14,086,565
 5,009,143
 5,679,564
 1,590,254
 958,447
 122,197
 Total earning assets
 $
 27,950,532
 $
 26,695,276
 $
 5,016,362
 $
 7,235,400
 $
 1,592,959
 $
 958,447
 $
 122,197
 $
 69,571,173
 Note: Equity securities available-for-sale and other investment
securities, including Federal Reserve Bank stock and
Federal Home Loan Bank stock
 held by the Corporation, are not included in this table.
Loans held-for-sale have been allocated according to the
expected sale date.

 Trading

 The
engages
in
in
the
ordinary
course
of
at
its
BPPR,
PB
and
 Securities.
Securities' trading
consist
of
market-making activities
to
meet
customers'
needs
 related to its retail brokerage business, and purchases and sales of U.S. Government and
government sponsored securities with the
 objective of
realizing gains
from expected
short-term price
movements. BPPR's
trading activities
consist primarily
of holding
U.S.
 Government sponsored mortgage-backed securities and
economic hedges of the
related market risk with
"TBA" (to-be-announced)
 market transactions.
BPPR uses
forward contracts
or TBAs
that have
characteristics similar
to that
forecasted
 security and its
conversion timeline to
hedge its securitization
pipeline. PB's trading
activities consist primarily of
economic hedges
 of the related market risk with "TBA" (to-be-announced)
market transactions.
 At December 31, 2024,
the Corporation held trading securities
with a fair value
of $33 million, representing approximately 0.05%
of
 the Corporation's total assets, compared with $32 million and
0.05%, respectively, at December 31, 2023. As shown in Table 16, the
consists
principally
of
and
U.S.
Treasuries,
which
at
31,
2024
were
 investment grade securities.

 Table 16 - Trading
Portfolio

 Average Yield
 [1]
 Average Yield
 [1]

 $
 29,116
 5.54
 %
 $
 14,373
 5.69
 %
 2,824
 3.28
 4.29
 Collateralized mortgage obligations
 5.20
 5.21
 Puerto Rico government obligations
 0.57
 0.91
 Interest-only strips

 12.00
 12.00
 Other (includes related trading derivatives)
 5.95
 -
 -
 Total

 $
 32,831
 5.36
 %
 $
 4.96
 %
 [1] Not on a taxable equivalent basis.
 The Corporation's trading activities are limited by internal policies.
For each of the three subsidiaries, the market risk
assumed under
is
measured
by
the
5-day
net
value-at-risk
("VAR"),
with
a
confidence
level
of
99%.
The
VAR
the
 maximum estimated loss that may occur over a
5-day holding period, given a 99% probability.

trading portfolio had
a 5-day
VAR
of approximately $0.6
million for
the last
week of
December 2024. There
are
 numerous assumptions
and estimates
VAR
modeling, and
actual results
could differ
from these
assumptions and
 estimates. Back testing
is performed to
compare actual results
against maximum estimated losses,
in order to
evaluate model and
 assumptions accuracy.

 The size and composition of the trading portfolio
does not represent a significant source of market
risk for the Corporation.
 Foreign Exchange
 The Corporation holds
an interest in
BHD Le n
Dominican Republic, which
is an investment
accounted for under
the equity
 method. The
Corporation's carrying
the equity
interest in
BHD Le n
approximated $239.5
million at
2024.

 This business is conducted in
the country's foreign currency.
The resulting foreign currency translation
adjustment, from operations
 for which the functional
currency is other than
the U.S. dollar,
is reported in accumulated
other comprehensive income (loss) in
the
of
except
for
highly-inflationary
environments
in
which
the
would
be
in
the
 consolidated statements
of
operations. At
Corporation had
approximately $71 million
in
an
unfavorable
 foreign currency translation
adjustment as part
of accumulated other
comprehensive income (loss),
compared with an
unfavorable
 adjustment of $ 65 million at December 31,
2023 and $ 57 million at December 31,
2022.

 Liquidity
 Liquidity Risk Management Process
has adopted
policies and
limits to
monitor the
Corporation's liquidity
position and
that of
its banking
 Refer
to
the
Enterprise
Risk
of
Management's
Discussion
and
Analysis
in
this
Form
for
the approval
of policies
to manage
liquidity risk.
contingency funding
plans are
model various
 stressful
of
magnitudes
that
time
horizons,
to
assist
in
the
size
of
the
buffers
needed
if
those
stress
occur.
such
may
not
predict
accurately
how
the
and
 customers might react
to every event
and are dependent
on many assumptions. The
objective of effective
liquidity management is
 to
ensure that
has sufficient
liquidity to
meet
all of
its
financial obligations,
finance expected
future growth,
fund
 planned
and
a
safety
margin
for
cash
needs
under
both
normal
and
stressed
 conditions.
 Sources of Liquidity
 Deposits, including
customer deposits,
brokered deposits
and public
funds deposits,
be the
most significant
source of
 funds
for
the
Corporation,
representing
89%
and
90%
of
of
the
total
at
31,
2024
and
 December 31, 2023, respectively.
The ratio of total ending loans to deposits was 57% at December 31, 2024 and 55% at December
In addition to
traditional deposits, the
Corporation maintains borrowing arrangements, which
amounted to approximately
 $1.2
in
balances
at
31,
2024
(December
31,
2023
-
$1.1
billion).
A
of
the
borrowings,
their
terms,
is
in
Note
to
the
Also,
the
of
Cash
Flows
in
the
accompanying
on
the
 Corporation's cash inflows and outflows.

 The
sections
on
the
major
and
needs,
as
well
as
the
risks
 involved in these activities.
 Banking Subsidiaries
 Primary
sources of
banking subsidiaries
(BPPR and
PB
or,
collectively,
"the banking
subsidiaries")
retail,
and
sector
unpledged
loan
 securitization and, to a lesser extent, loan sales. In
addition, the Corporation maintains borrowing facilities with the FHLB and at the
 discount window
Bank of
(the "FRB")
and has
a considerable
collateral pledged
that
 can be used to raise funds under these facilities.
 During the fourth quarter of 2024 the Corporation had no material incremental use of its available liquidity sources. At December 31,
 2024, the Corporation's available liquidity increased to
$ 21.6 billion from $19.5 billion
on December 31, 2023. The liquidity sources
 of the Corporation at December 31, 2024 are
presented in Table 17 below:
 Table 17 - Liquidity Sources
 BPPR
 Total
 BPPR
 Total
 Unpledged securities and unused funding
 sources:
 Money market (excess funds at the
 Federal Reserve Bank)
 $
 4,882,358
 $
 1,488,857
 $
 6,371,215
 $
 5,516,636
 $
 1,475,143
 $
 6,991,779
 Unpledged securities
 3,806,066
 522,869
 4,328,935
 4,212,480
 347,791
 4,560,271
 FHLB borrowing capacity
 2,777,090
 1,058,921
 3,836,011
 2,157,685
 1,341,329
 3,499,014
 Discount window of the Federal Reserve
 Bank borrowing capacity
 4,839,388
 2,178,646
 7,018,034
 2,605,674
 1,818,946
 4,424,620
 Total available liquidity
 $
 16,304,902
 $
 5,249,293
 $
 21,554,195
 $
 14,492,475
 $
 4,983,209
 $
 19,475,684

 Refer
to
Note
to
the
for
of
the
 available through its banking subsidiaries.

 The principal
uses of
funds for
the banking
subsidiaries include
loan originations,
investment portfolio
purchases, loan
purchases
 and repurchases, repayment of outstanding obligations (including deposits), advances on certain serviced portfolios and operational
 expenses. Also, the
banking subsidiaries assume liquidity
risk related to collateral
posting requirements for certain
activities mainly
 in
with
commitments,
provisions,
advances,
and
card
licensing
 agreements.

 The banking
subsidiaries maintain
sufficient funding
capacity to
address large
increases in
funding requirements
 outflows.
The
guidelines
that
the
to
have
to
 cover all short-term borrowings and a portion of deposits.

 Deposits are
a key
source of
funding. Refer
to Table
8 for
a breakdown
of deposits
by major
types. Core
deposits are
generated
 from a large base of consumer, corporate and public sector customers. Core deposits
include certificates
of deposit under $250,000,
 all
interest-bearing
transactional
accounts,
non-interest-bearing
and
savings
Core
exclude
and
certificates
of
over
$250,000.
Core
excluding
P.R.
funds,
which
are
fully
 collateralized, have
historically provided
sizable source
of relatively
stable and
low-cost funds.
P.R.
 funds, while linked to market interest rates, provide a stable source of funding
with an attractive earning spread. As of December 31,
 2024, total Puerto Rico public sector deposits were
$19.5 billion, compared to $18.1 billion at
December 31, 2023.
 Core deposits
totaled $59.9
billion, or
92% of
total deposits,
compared with
$59.0 billion,
or 93%
of total
 deposits, at December 31, 2023. Core deposits financed 86% of the Corporation's earning assets at December 31, 2024, compared
 with 88% at December 31, 2023.
 The distribution by maturity of certificates of deposit with denominations of $250,000 and over at December 31, 2024 is presented in
 the table that follows:
 Table 18 - Distribution by
Maturity of Certificates of Deposit of $250,000 and Over
 3 months or less
 $
 2,313,814
 Over 3 to 12 months
 934,934
 Over 1 year to 3 years
 204,776
 Over 3 years
 176,027
 Total
 $
 3,629,551
years ended
2023, average
deposits, including
brokered deposits,
represented 92%
of average
 earning assets. Table 19 summarizes average deposits for the past two years.

 Table 19 - Average
Total Deposits
 For the years ended December 31,
 2024
 2023
 Deposits excluding P.R.
government deposits:

 $
 15,065,039
 $
 15,307,152

Savings, NOW and money market deposits (non-brokered)
 21,228,157
 21,914,790

Savings, NOW and money market deposits (brokered)
 764,696
 756,343

Time deposits (non-brokered)
 7,227,460
 6,470,210

Time deposits (brokered CDs)
 956,223
 722,328
 Sub-total deposits excluding P.R.
 45,241,575
 45,170,823
 P.R. government
deposits:

[1]
 11,754,910
 11,997,257

Savings, NOW and money market deposits (non-brokered)
 6,728,781
 4,795,092

Time deposits (non-brokered)
 719,017
 583,308
 Sub-total P.R.
 19,202,708
 17,375,657
 Average total deposits
 $
 64,444,283
 $
 62,546,480
 [1] Includes interest bearing demand deposits.

 The Corporation had
$1.6 billion in
brokered deposits at
which financed approximately
2% of its
total assets
 (December 31, 2023 - $1.7 billion and 2%,
respectively).

 As of
banking subsidiaries
had sufficient
current and
projected liquidity
sources to
meet their
anticipated
 cash flow
obligations, as
special needs
and off-balance
sheet commitments,
ordinary course
of business
and have
resources to
address
a
stress
event.
Although the
have
historically
been
able
to
replace
 maturing
deposits and
advances, no
assurance can
be given
that
they
would be
able to
replace those
funds
future if
the
or
general market
were to
deteriorate. The
Corporation's financial
flexibility would
be
 severely constrained if
the banking subsidiaries
are unable to
maintain access to
funding or if
adequate funding is
not available to
 accommodate future
financing needs
at
acceptable interest
rates. The
banking subsidiaries
also
are required
to
deposit cash
or
 qualifying
to
meet
margin
on
agreements,
and
other
 borrowing facilities. To
the extent that
the value of
securities previously pledged as
collateral declines because of
market changes,
 the Corporation will be required to deposit additional cash or securities to meet its margin or collateral requirements and would need
 to
rely
more
heavily
on
alternative
sources.
In
these
scenarios,
the
flexibility
and
to
grow
 revenues may not increase proportionately to cover costs and
profitability would be adversely affected.
 The Corporation considers balances in
excess of $250,000 to have a
higher potential liquidity risk.
Table
20 reflects the aggregate
 balance in
deposit accounts
in excess
of $250,000,
including collateralized
public funds
and deposits
outside of
and its
 territories.
Collateralized public funds, as presented in Table 20, represent public deposit balances from governmental
entities in the
 U.S.
and
its
territories,
Rico
and
the
Islands,
based
on
such
jurisdictions'
 applicable collateral requirements.

 Table 20 - Deposits
 31-Dec-24
 BPPR
 (Consolidated)
 Deposits balances under $250,000 [1]
 $
 23,588,937
 %
 $
 7,961,334
 %
 $
 31,550,271
 %
 Transactional deposits balances over
 $250,000
 8,046,175
 %
 1,944,674
 %
 9,990,849
 %
 Time deposits balances over $250,000
 1,991,934
 %
 813,424
 %
 2,805,358
 %
 Uninsured foreign deposits
 450,068
 %
 -
 -
 %
 450,068
 %
 Collateralized public funds
 19,771,083
 %
 316,716
 %
 20,087,799
 %
 Intercompany deposits
 205,839
 -
 %
 667,839
 %
 -
 -
 %
 $
 54,054,036
 %
 $
 11,703,987
 %
 $
 %
 [1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
 31-Dec-23
 BPPR
 (Consolidated)
 Deposits balances under $250,000 [1]
 $
 23,683,475
 %
 $
 7,760,363
 %
 $
 31,443,838
 %
 Transactional deposits balances over
 $250,000
 8,632,491
 %
 2,230,978
 %
 10,863,469
 %
 Time deposits balances over $250,000
 1,926,005
 %
 361,315
 %
 2,287,320
 %
 Uninsured foreign deposits
 418,334
 %
 -
 -
 %
 418,334
 %
 Collateralized public funds
 18,313,612
 %
 291,670
 %
 18,605,282
 %
 Intercompany deposits
 159,163
 -
 %
 626,312
 %
 -
 -
 %
 $
 53,133,080
 %
 $
 11,270,638
 %
 $
 %
 [1] Includes the first $250,000 in balances of transactional
and time deposit accounts with balances in excess
of $250,000.
 Bank Holding Companies
 The principal
sources of
funding for
the BHCs,
which are
Inc.
(holding company
only) and
PNA, include
cash on
hand,
received from
and
non-banking subsidiaries,
asset sales,
available from
 affiliate banking subsidiaries and proceeds from potential securities offerings.
Dividends from banking and non-banking subsidiaries
to various
regulatory limits
and authorization
requirements imposed
by banking
regulators, including
the FED
 NYDFS, that may limit the ability of those subsidiaries
to act as a source of funding to the BHCs.
 The principal uses of these funds include the repayment of debt, interest payments to holders of senior debt and junior subordinated
 deferrable interest debentures (related to trust preferred securities), the payment of dividends to common stockholders,
repurchases
 of the Corporation's securities and capitalizing its subsidiaries.

 The
of
notes
at
the
BHCs
amounted
to
$594
at
31,
2024
and
$592
at
 December 31, 2023.
 The contractual maturities of the BHCs notes payable
at December 31, 2024 are presented in
Table 21.
 Table 21
- Distribution of BHC's Notes Payable by Contractual
Maturity
 Year
 2028
 $
 395,198
 Later years
 Total
 $
 593,571

 As
of December
the BHCs
had cash
and money
markets investments
totaling $635
million and
borrowing potential
of
 $165 million from its secured facility with BPPR.
The BHCs'
liquidity position continues to be adequate with sufficient cash
on hand,
 investments and
other sources of
liquidity that are
expected to be
sufficient to
meet all
interest payments and
dividend obligations
 for the foreseeable future.
Additionally, the Corporation's
latest quarterly dividend was $0.70 per share
or approximately $49 million
 per quarter.
 The BHCs have in
the past borrowed in the
corporate debt market primarily to finance
their non-banking subsidiaries and refinance
 debt
obligations.
These
of
are
more
costly
given
that
two
out
of
three
rate
the
debt
below "investment
grade".
The
an
automatic shelf
registration
statement filed
and
 effective with
the Securities
and Exchange
Commission, which permits
to issue
an unspecified
debt or
 equity securities.
 Non-Banking Subsidiaries
 The
of
for
the
non-banking
internally
generated
cash
flows
from
loan
 sales, repurchase agreements, capital
injections and borrowed funds
from their direct
parent companies or the
holding companies.
 The principal uses of funds for the non-banking
subsidiaries include repayment of maturing debt,
operational expenses and payment
 of
dividends to
the BHCs.
2024,
Inc. made
capital contributions
of $1.7
million to
 Popular Impact Fund, its wholly owned subsidiary.
 Dividends
the
year
ended
31,
2024,
the
declared
cash
of
$2.56
per
share
 ($183.9 million in the aggregate). The dividends for the Corporation's Series A preferred stock amounted to $1.4 million. On July 24,
 2024, the corporation announced an
increase in the Corporation's
quarterly common stock dividend from
$0.62 to $0.70 per
share,
 commencing with the dividend payable in the first
quarter of 2025.
year ended December
the BHCs
received dividends and
distributions amounting to
$600 million from
BPPR,
 $50
from
PNA
and
$23
from
its
other
non-banking
Dividends
from
BPPR
constitute
 primary source of
liquidity. In
addition, during the year
ended December 31, 2024,
Popular International Bank Inc.,
a wholly owned
 subsidiary of Popular, Inc., received $19.4 million in cash dividends
and $2.9 million in stock dividends from its investment
in BHD.
 Other Funding Sources and Capital
 In addition to cash reserves held at the FRB that totaled $ 6.4 billion at December 31, 2024, the debt securities portfolio provides an
source
of
which
may
be
realized
either
sales,
borrowings
or
 agreements.
The
debt
consists
of
liquid
U.S.
debt
U.S.
debt
U.S.
and
U.S.
that
can
be
used
to
raise
funds
in
the
repo
markets.
The
 availability
of
would
be
to
having
unpledged
at
the
time
the
 transactions are
consummated, in addition
to overall
liquidity and
risk appetite
various counterparties.
Table
17 for
 details of
unpledged debt
securities and
available credit
facilities with
the FHLB
discount window
 Federal Reserve Bank. A substantial portion
of these debt securities could
be used to raise financing
in the U.S. money markets
or
 from secured lending sources, subject to changes in
their fair market value and customary adjustments (haircuts).

 Additional liquidity may
be provided through
loan maturities, prepayments
and sales. The
loan portfolio can
also be used
to obtain
 funding in the capital
markets. Mortgage loans and some
types of consumer loans,
have secondary markets which the
 could use.
 Off-Balance Sheet Arrangements and Other Commitments
 In the ordinary course
of business, the Corporation
engages in financial transactions that
are not recorded on
the balance sheet or
 may be recorded on the balance sheet in amounts that are different than the full contract or notional amount of the transaction. As a
 provider of
financial services,
routinely enters
into commitments
with off-balance
sheet risk
to meet
the financial
 needs of
its customers. These
commitments may include
loan commitments and
standby letters of
credit. These commitments
are
to
the
same
and
approval
used
for
on-balance
sheet
instruments.
These
involve,
to
 varying degrees, elements
of credit and
interest rate risk
in excess of
the amount recognized
in the statement
of financial position.

Note 23
Statements for
commitments to
extent credit
and
 other non-credit commitments.

 Other types
of off-balance
sheet arrangements
Corporation enters
ordinary course
of business
include derivatives,
and
of
guarantees,
indemnifications,
and
representation
and
warranties.
Refer
to
Note
to
the
for
more
on
and
to
Note
to
the
 Statements for
a detailed
discussion related
Corporation's guarantees,
indemnifications obligations, and
representation and
 warranties arrangements.

 The Corporation monitors its cash requirements, including
its contractual obligations and debt commitments.

 Financial Information of Guarantor and Issuers of Registered
Guaranteed Securities
 The principal sources of funding for Popular, Inc. Holding Company ("PIHC") and Popular North America, Inc. ("PNA") have included
 dividends received from their banking and non-banking subsidiaries,
asset sales and proceeds from the issuance of debt and equity.
 As further
described below,
Risk to
Liquidity section,
various statutory
provisions limit
the dividends
an insured
 institution may pay to its holding company without
regulatory approval.
 The Corporation ("PIHC") is
the parent holding company
of Popular North America ("PNA")
and operates financial services through
 its subsidiaries. PNA, a wholly owned subsidiary of Popular, Inc., manages entities such as Equity One, Inc., and PB, including PB's
 subsidiaries: Popular Equipment Finance, LLC,
Popular Insurance Agency, U.S.A., and E-LOAN, Inc.
 PNA has issued junior subordinated debentures guaranteed by PIHC (the "obligor group"), purchased by statutory
trusts established
 by the Corporation using proceeds from trust preferred
securities ("capital securities") and common securities
of the trusts.
 PIHC guarantees
the junior
subordinated debentures
issued by
PNA. If
PIHC fails
interest payments
debentures
 held by the trust,
the trust will not
distribute payments on the
capital securities. The guarantee
ranks subordinate and junior
in right
 of
payment to
all
other liabilities
of
PIHC and
equally with
all
other PIHC-issued
guarantees, allowing
legal
action against
 PIHC without involving other entities.
 Funding
for
PIHC
and
PNA
from
asset
sales,
and
proceeds
from
debt
and
issuance.
 Statutory provisions limit the dividends an insured
depository institution can pay to its holding
company without regulatory approval.
 The summarized financial
information below shows
the combined financial
position of the
obligor group as
of December 31,
2024,
 and December 31, 2023, and their operations for the years ending on those dates. Excluded are investments and equity in earnings
 from subsidiaries and affiliates outside the obligor group.
 Intercompany balances
and transactions
obligor group
eliminated. Material
amounts due
from, due
to, and
 transactions with subsidiaries and affiliates are shown separately. Related party transactions
are also presented separately.

 Table 22 - Summarized Statement
of Condition
 Cash and money market investments
 $
 634,809
 $
 388,025
 35,150
 29,973
 Accounts receivables from non-obligor subsidiaries
 14,602
 14,469
 Other loans (net of allowance for credit losses of $281 (2023
- $51))
 25,381
 26,906
 Investment in equity method investees
 5,279
 5,265
 65,483
 51,315
 $
 780,704
 $
 515,953
 Liabilities and Stockholders' equity
 Accounts payable to non-obligor subsidiaries
 $
 12,163
 $
 7,023
 593,571
 592,283
 126,718
 114,660
 Stockholders' equity (deficit)
 48,252
 (198,013)
 Total liabilities and
stockholders' equity
 $
 780,704
 $
 515,953
 Table 23 - Summarized Statement
of Operations
 For the years ended
 Income:
 Dividends from non-obligor subsidiaries
 $
 623,000
 $
 208,000
 Interest income from non-obligor subsidiaries and affiliates
 9,784
 15,579
 Earnings (losses) from investments in equity method investees
 (84)
 2,399
 4,664
 Total income
 $
 635,198
 $
 228,159
 Expenses:
 Services provided by non-obligor subsidiaries and affiliates
(net of
 reimbursement by subsidiaries for services provided by parent
of
 $172,449 (2023 - $161,333))
 $
 13,328
 $
 13,513
 Other expenses
 37,391
 36,216
 Income tax expense (benefit)
 [1]
 20,725
 (1,238)
 Total expenses
 $
 71,444
 $
 48,491
 $
 563,754
 $
 179,668
 [1] As discussed
in Note 1
to the Consolidated
Financial Statements, the
net income for
the year ended
included $22.9
 million of expenses,
of which $16.5
million was
reflected in income
tax expense
and $6.4 million
was reflected
in other operating
expenses,
to
an
out-of-period
with
the
U.S.
subsidiary's
non-payment
of
taxes
on
intercompany
 distributions to the Bank Holding Company (BHC) in Puerto Rico,
a foreign corporation for U.S. tax purposes.
 In addition to
the dividend income
reflected in the
Statement of Operations
table above, during
the year ended
 31, 2024, the
obligor group recorded a
$67.4 million of
capital distributions from
non-obligor subsidiaries which were
in an
 accumulated loss position and accordingly were
recorded as a reduction to the investments
(2023 - $64.0 million).

 Risk to Liquidity
 The
may
come
under
pressure
if
it
experiences
unexpected
cash
outflows
due
to
 withdrawals,
which
could
arise
from
like
loss
of
depositor
confidence,
exogenous events,
a
downgrade
in
 rating, or other events causing counterparties to avoid
exposure. The Corporation's liquidity risk is impacted by
the following:

External factors such as the
economic outlook (the P.R.
market poses additional risk factors, refer to
the Geographic and
 Government Risk
section of
this MD&A
for highlights
regarding Puerto
Rico's economy
and fiscal
status),
 volatility,
inflation,
debt
disruptions, and
(e.g.
if
ratios
fall
below
 thresholds,
the
may
face
challenges
raising
or
retaining
and
 limitations on deposit interest rates) can impact
funding ability.

Management has
contingency plans
involving alternate
funding mechanisms
like pledging
asset classes
and accessing
 secured credit lines and loan facilities with the FHLB
and FRB, subject to positive tangible capital requirements.

The Corporation's ability to compete in the
deposit market relies on pricing, service, convenience, financial stability,
 ratings, customer confidence, and FDIC deposit insurance
coverage.

Public sector
deposits require
high-credit-quality securities
as collateral;
hence, liquidity
risks from
public sector
 outflows
are
mitigated
as
the
bank
receives
its
back.
The
uses
fixed-rate
U.S.
debt
 securities as collateral, which are subject to market value fluctuations based on interest rate changes. Rate increases can
 reduce collateral value, requiring additional collateral,
thus decreasing unpledged securities.

The credit
ratings of
Popular's debt
obligations are
a relevant
factor for
liquidity because
they impact
 ability to borrow in the capital markets, its cost
and access to funding sources.
 Investors should refer to
Liquidity Risk section of
"Part I, Item
1A" of this
Form 10-K for
an additional discussion of
liquidity risks to
 which the Corporation is subject.
 In addition to regulatory limits previously discussed, the
ability of a bank subsidiary to up-stream
dividends to its BHC could thus be
 impacted by
its financial
performance and
capital, including
tangible and
regulatory capital,
thus potentially
limiting the
 cash moving
up to
the BHCs
banking subsidiaries. This
could, in
turn, affect
the BHCs
declare dividends
on its
 outstanding common and preferred stock, repurchase its securities or meet its
debt obligations, for example. During the year ended
2024, BPPR
declared cash
dividends of
$600 million
to PIHC
and could
declare a
dividend of
up to
 $318 million without prior approval of the Federal Reserve Board due to its retained income, declared dividend activity and transfers
 to statutory
reserves over
the measurement
period. In
addition, pursuant
FRB requirements,
PB may
not declare
or pay
a
 dividend without the prior approval of the Federal
Reserve Board and the NYSDFS.
banking subsidiaries have
historically not used
unsecured capital market
borrowings to finance
their operations,
 and therefore are less sensitive to the level and
changes in the Corporation's overall credit ratings.
 Credit Risk
 Geographic and Government Risk

 The Corporation is exposed to geographic and government risk.
The Corporation's assets and revenue composition by geographical
 area and by business segment reporting are presented
in Note 36 to the Consolidated Financial Statements.
 Commonwealth of Puerto Rico
 A
significant portion
of
our financial
activities and
exposure is
concentrated in
the
Commonwealth of
("Puerto
 Rico"), which has faced severe economic and fiscal
challenges in the past and may face additional
challenges in the future.

 Economic Performance

 Puerto Rico's economy
is closely linked
to the United
States ("U.S.") economy,
as most of
the external factors
that influence
it are
 shaped by U.S.
policies and economic performance,
including federal transfer payments, tax
policies, interest rates, inflation,
trade
 policies, and geopolitical developments.

 Puerto Rico's economy
historically followed the
economic trends of the
U.S. economy.
However, from
2007 to 2017,
Puerto Rico's
 economy suffered
a severe
recession, with
real gross
national product
("GNP") contracting
approximately 15%
during this
period.
 The recession was exacerbated by the damaged caused by Hurricane Mar a in 2017. Since 2018, Puerto Rico's economy has been
 gradually recovering,
temporary interruption
in 2020
the COVID-19
pandemic, in
part aided
large amount
of
disaster
relief
and
assistance
funds
in
with
natural
disasters
and
the
COVID-19
 pandemic. Future
growth depends
on multiple
factors, including
of
ongoing federal
assistance and
the timetable
for
its
 deployment. Estimates
Planning Board
indicated that
real GNP
grew by
2.8% during
fiscal year
2024 (July
 2023-June
2024)
and
is
projected to
grow by
1.4%
in
year 2025
(July
2024-June 2025).
the
latest Puerto
Rico
 Economic Activity Index showed a 1.1% year-over-year
decline and a 0.1% month-over-month decline in November
2024. While this
 index is not a direct measure of real GNP, it is an indicator of ongoing economic
activity.
 In
2021
and
2022,
inflation
rose
sharply
in
the
U.S.
and
Rico
due
to
post-pandemic
demand
and
supply
chain
issues.
 Inflation
began
to
by
mid-2022
as
the
raised
rates,
largely
stabilizing
by
September
2024,
 leading to a series of rate reductions by the Federal Reserve for the first
time in four years. As of January 2025, the U.S. Consumer
 Price Index
showed a
3.0% year-over-year
increase, still
above the
Federal Reserve's
2% target.
In Puerto
Rico, the
 Price Index increased by 1.7% over the 12
months ending in November 2024.
 Fiscal Challenges of Puerto Rico and its Municipalities
 As
Puerto Rico's
economy contracted
2000s, public
debt
increased rapidly
borrowing to
cover
deficits to
pay
debt
 service, pension benefits,
and other expenditures.
By 2016, the
government had over
$120 billion in
combined debt and
unfunded
 pension liabilities, lost access to capital markets, and
faced a fiscal crisis.
 In response, the U.S. Congress enacted the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA") in June
 2016. PROMESA
established an Oversight
Board with
significant control
over Puerto
Rico's fiscal
and economic
affairs, including
 those of
its public
corporations,
instrumentalities and
municipalities (collectively,
"PR Government
Entities"). The
Oversight Board
 will
remain
in
place
until
is
restored
and
balanced
budgets
are
achieved
for
at
least
four
consecutive
 PROMESA also established
two mechanisms for
the restructuring of
the obligations of
PR Government Entities:
(a) Title
III, an
in-
 court process akin
to that of
the U.S. Bankruptcy Code
and which permits
adjustment of a broad
range of obligations, and
(b) Title
 VI, a largely out-of-court process through which a
supermajority of creditors can accept modifications to
debt and bind holdouts.
 Since
2017,
Rico
and
several
of
its
have
availed
themselves
of
these
mechanisms.
The
Rico
 government exited Title III in March 2022, and several instrumentalities, such as the Government Development Bank and the Puerto
 Rico Highways and Transportation
Authority have also completed
debt restructurings under Titles
III or VI
of PROMESA. However,
 the Puerto Rico Electric Power Authority is still undergoing
its debt restructuring.
Rico's economic
have also
impacted its
municipalities. Historically,
the central
government provided
 municipal subsidies.
these, have
decreased pursuant
to fiscal
measures required
Oversight Board.
This decline
 has been partly offset by federal disaster and COVID-relief funding received
by municipalities in recent years. The latest Puerto Rico
 fiscal plan proposes a
restructured grant system to enhance
municipal services and encourage accountability through
 metrics.
 Municipalities
are
to
PROMESA,
and
the
Oversight
Board
has
municipalities
to
submit
plans
and
 annual budgets
for review
and approval.
Municipalities are
also required
to seek
Oversight Board
approval to
issue, guarantee
or
 modify
their
debts
and
to
enter
into
contracts.
To
date
no
municipality
has
availed
itself
of
the
debt
restructuring
 mechanisms available to them under PROMESA.

 Exposure of the Corporation

 The credit
quality of BPPR's
loan portfolio
reflects, among other
things, the
general economic conditions
Rico and
other
 adverse conditions affecting Puerto
Rico consumers and businesses.
Deterioration in the Puerto
Rico economy has resulted

 past, and could
result in the future,
in higher delinquencies, greater
charge-offs and increased losses,
which could materially affect
 our financial condition and results of operations.

 At
31,
2024,
the
to
PR
Entities
totaled
$336
all
of
which
were
 outstanding,
to
$362
of
which
$333
were
outstanding,
at
31,
2023.
Substantially
all
of
the
 Corporation's direct exposure
outstanding at December 31,
2024 were obligations from
various Puerto Rico
municipalities. In most
 cases, these were "general
obligations" of a municipality,
to which the applicable
municipality has pledged its good
faith, credit and
 unlimited taxing power, or "special obligations" of
a municipality, to which
the applicable municipality has pledged basic property tax
 or
sales
tax
revenues.
 At
31,
2024,
80%
of
the
to
municipal
loans
and
was
 concentrated in the municipalities of San
Juan, Guaynabo, Carolina and Caguas.
In July 2024, the
Corporation received scheduled
 principal payments
amounting to
$40 million
from various
obligations from
municipalities. For
additional discussion
of
 the
exposure to
the
Rico
government and
its
instrumentalities and
municipalities, refer
to
Note
–
 Commitments and Contingencies to the Consolidated
Financial Statements.

 In
addition, at
2024,
the
Corporation had
$220
in
loans
or
securities issued
by
PR
Governmental
 Entities, but for
which the principal source
of repayment is non-governmental ($238 million
at December 31, 2023). These included
 $176 million in
residential mortgage loans insured
by the Puerto
Rico Housing Finance Authority
("HFA"), a
PR Government Entity
 (December 31, 2023
- $191
million). The Corporation
also had,
at December 31,
2024, $38 million
in bonds issued
by HFA
which
 are secured
by second mortgage
loans on
residential properties, and
HFA also
provides insurance to
cover
 losses in
of a
borrower default,
and upon the
satisfaction of
certain other
conditions (December 31,
2023 -
$40 million).
 HFA's
ability to honor its
insurance will depend, among
other factors, on the
financial condition of HFA
at the time such
 become
due
and
payable.
The
does
not
consider
the
when
the
 associated with this portfolio.

commercial loan
portfolio also
includes loans
to
private borrowers
who
are service
providers, lessors,
suppliers or
have
 other
relationships
with
the
PR
government.
These
could
be
by
a
deterioration
in
the
and
situation
of
PR
Entities.
Similarly,
and
loan
loans
to
and
retirees,
which
could
also
be
by
measures,
such
as
layoffs
or
 furloughs or reductions in pension benefits, if the
fiscal and economic situation deteriorates.
 As
of
31,
2024,
BPPR
had
$19.5
in
from
the
Rico
government,
its
instrumentalities,
and
 municipalities. The rate at
which public deposit balances may
decline is uncertain and
difficult to predict. The
amount and timing of
 any such
reduction is likely
to be
impacted by,
for example, the
level of federal
assistance, the speed
at which
such assistance is
 distributed and the financial condition, liquidity and cash management practices of such entities, as well as on the ability of BPPR
to
 maintain these customer relationships.
 United States Virgin Islands
 The
has
in
the
Islands
(the
"USVI")
and
has
to
USVI
 entities.
 The USVI has
been experiencing a
number of fiscal
and economic challenges,
which could adversely
affect the
ability of its
 corporations and instrumentalities to service their outstanding
debt obligations. PROMESA does not apply to the USVI
and, as such,
 there
is
no
legislation
permitting
the
restructuring
of
the
debts
of
the
USVI
and
its
corporations
and
 instrumentalities.
 To
the extent that
the fiscal condition
of the USVI
continues to deteriorate, the
U.S. Congress or the
Government of the
USVI may
 enact legislation allowing for the restructuring of the
financial obligations of USVI government entities or imposing a
stay on creditor
 remedies, including by making PROMESA applicable
to the USVI.
had approximately $28
direct exposure to
USVI government
entities (December
 31, 2023 - $28 million).

 British Virgin Islands
 The
in
the
British Virgin
Islands
("BVI"),
which
was
affected by
the
COVID-19
pandemic,
 particularly as
a reduction
tourism activity
which accounts
for a
significant portion
economy.
Although the
 has
no
to
a
in
the
BVI,
at
31,
2024,
it
has
a
loan
amounting
to
$196
comprised
of
retail
and
to
a
loan
of
$205
at
 December 31, 2023.

 U.S. Government
 As further detailed in Notes
5 and 6 to the
Consolidated Financial Statements, a substantial portion of the
Corporation's investment
represented exposure
to
the
U.S.
Government in
the
form
of
U.S. Government
sponsored entities,
as
well
as
 mortgage-backed and U.S. Treasury securities. In
addition, $2.1 billion of residential mortgages and $87.4 million commercial
loans
 were insured
or guaranteed
U.S. Government
or its
agencies at
2024 (compared
to
$1.9 billion
and $89.2
 million, respectively, at December 31, 2023).
 Non-Performing Assets
 Non-performing assets ("NPAs")
include primarily past-due
loans that
are no
longer accruing interest,
renegotiated loans, and
real
 estate property acquired through foreclosure. A summary, including certain credit
quality metrics, is presented in Table 24.
credit quality
metrics remained
stable during
2024, when
the previous
year.
While non-performing
 loans
("NPLs"),
net
charge
offs
("NCOs")
and
inflows
to
NPLs
remained
near
or
below
historical averages,
 reflected
delinquencies
and
NCOs.
The
and
continued
to
operate
with
low
of
 delinquencies and NCOs. The
Corporation continues to actively monitor
changes in the macroeconomic environment
and borrower
 performance given higher
interest rates and
inflationary pressures. Management believes
that the improvements
over recent years
 in risk management practices
and the overall risk
profile of the Corporation's
loan portfolios position Popular to
continue to operate
 successfully under the current environment.
 Total
NPAs
by
$30.0
when
with
31,
2023.
Total
NPLs
by
$6.8
from
31,
2023.
NPLs
by
$36.6
across
most
loan
categories,
except
NPLs
which
 reflected an
increase of
$7.4 million,
mostly driven
auto portfolio.
NPLs increased
by $29.8
million, driven
by
 higher commercial and mortgage NPLs
by $12.5 million and
$18.7 million, respectively.
The mortgage NPL increase
was impacted
 by a single loan amounting to $17.1 million.

 On December
the ratio
of NPLs
to total
loans held-in-portfolio
was 0.95%,
1.02%, at
2023.
 Other real estate owned loans ("OREOs") decreased
by $23.1 million from December 31, 2023. The
decrease in OREO was driven
sale of
residential properties. On
NPLs secured by
amounted to $200
million in the
 Rico operations and $56 million in Popular U.S,
compared with $231 million and $24 million,
respectively, on December 31, 2023.

commercial loan
portfolio secured
by real
estate ("CRE")
$10.9 billion
on December
of
 which
$3.2
was
with
owner
properties,
with
$10.6
and
$3.1
billion,
respectively,
on
2023. Office
space leasing exposure
in our
non-owner occupied CRE
portfolio is limited,
representing only 1.9%
or
 $714 million of our total loan portfolio. The
exposure is mainly comprised of low- to mid- rise properties with an
average loan size of
 $2.4 million and is well diversified across tenant
type.
 CRE NPLs
$53.7 million
compared with
$47.6 million
The CRE
NPL
 ratios for the BPPR and Popular U.S. segments were 0.64% and 0.37%, respectively,
at December 31, 2024, compared with 0.86%
 and 0.13%, respectively, at December 31, 2023.
 In addition to the NPLs included in Table 24, at December 31, 2024, there were $596 million of performing loans, mostly commercial
 loans, which in management's opinion, are currently subject to potential future classification as non-performing (December 31, 2023
 - $510 million).
 The following table presents the Corporation's NPAs as of December 31, 2024
and 2023:

 Table 24 - Non-Performing
 BPPR
 BPPR
 Non-accrual loans:
 $
 $
 8,700
 $
 8,779
 $
 1,991
 $
 -
 $
 1,991
 Commercial real estate non-owner
 6,429
 8,015
 14,444
 8,745
 1,117
 9,862
 25,258
 5,191
 30,449
 29,430
 6,274
 35,704

 19,335
 1,748
 21,083
 32,826
 3,772
 36,598

 51,101
 23,654
 74,755
 72,992
 11,163
 84,155
 -
 -
 -
 6,378
 -
 6,378
 9,588
 -
 9,588
 8,632
 -
 8,632
 158,442
 29,890
 188,332
 175,106
 11,191
 186,297

 -
 3,393
 3,393
 -
 3,733
 3,733

 20,269
 1,741
 22,010
 19,031
 2,805
 21,836

Auto
 -
 -

Other

 72,960
 5,145
 78,105
 65,610
 6,539
 72,149
 Total non-performing
loans held-in-portfolio
 292,091
 58,689
 350,780
 328,718
 28,893
 357,611
 Other real estate owned ("OREO")
 57,197
 57,268
 80,176
 Total non-performing
 [1]
 $
 349,288
 $
 58,760
 $
 408,048
 $
 408,894
 $
 29,133
 $
 438,027
 Accruing loans past due 90 days or more
 [2]
 $
 242,250
 $
 $
 242,440
 $
 268,362
 $
 $
 268,471
 Non-performing loans
to loans held-in-

 0.95
 %
 1.02
 %
 Interest Lost

 15,565
 18,697
 [1] There were no non-performing loans held-for-sale
as of December 31, 2024 and December 31, 2023.
 [2] It is the Corporation's policy to report delinquent
residential mortgage loans insured by FHA or guaranteed
by the VA as accruing
loans past due 90
 days or
more as
opposed to
non-performing
since the
principal repayment
is insured.
These balances
include $65
 loans insured
by FHA
or guaranteed
VA
no longer
accruing interest
as of
2024 (December
- $106
at
31,2024
the
had
$31
in
reverse
loans
which
are
guaranteed
by
FHA,
but
 which are currently not accruing
interest. Due to the guaranteed
nature of the loans, it
is the Corporation's policy
to exclude these balances fr
om non-
 performing assets (December 31, 2023 - $38 million).
 For
the
year
ended
31,
2024,
total
inflows
of
NPLs
held-in-portfolio,
excluding
by
$44.6
 million, compared
same period
in 2023.
Inflows of
NPLs held-in-portfolio at
the BPPR
segment decreased
by $21.7
 compared to the same period in 2023, mainly driven by lower commercial and construction inflows by $28.8 million and $9.3 million,
 respectively, in part offset by higher mortgage inflows by $16.4 million. Inflows of NPLs held-in-portfolio at the Popular U.S. segment
 increased by $66.3 million from the same period in 2023, mainly driven by higher commercial and mortgage inflows by $33.0 million
 and $33.3
respectively.
The increase
in commercial
NPL inflows
was primarily
a single
$17.3 million
loan sold
 during the fourth quarter of 2024. Meanwhile,
the rise in mortgage NPL inflows included the
impact of a recurring $17.1 million loan.
 Tables 25 to 32 present the Corporation's inflows to NPLs for the years ended 2024 and 2023.

 Table 25 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
 BPPR
 Beginning balance
- NPLs
 $
 254,476
 $
 22,354
 $
 276,830
 Plus:
 158,713
 98,088
 256,801
 -
 Less:
 (16,572)
 (24)
 (16,596)
 (18,643)
 (1,885)
 (20,528)
 (168,431)
 (65,371)
 (233,802)
 $
 209,543
 $
 53,544
 $
 263,087
 Table 26 - Activity in Non
-Performing Loans Held-in-Portfolio (Excluding Consumer
Loans)
 BPPR
 $
 324,562
 $
 31,356
 $
 355,918
 Plus:
 180,426
 31,484
 211,910
 -
 Less:
 (36,684)
 (58)
 (36,742)
 (10,128)
 (4,837)
 (14,965)
 (203,700)
 (36,272)
 (239,972)
 Ending balance -
NPLs
 $
 254,476
 $
 22,354
 $
 276,830

 Table 27 - Activity in Non
-Performing Commercial Loans Held-In-Portfolio
 BPPR
 $72,992
 $11,163
 $84,155
 Plus:
 15,749
 48,764
 64,513
 -
 Less:
 (358)
 -
 (358)
 (18,485)
 (1,867)
 (20,352)
 (18,797)
 (34,720)
 (53,517)
 $51,101
 $23,654
 $74,755
 Table 28 - Activity in Non
-Performing Commercial Loans Held-in-Portfolio
 BPPR
 $82,171
 10,868
 $93,039
 Plus:
 44,542
 15,533
 60,075
 -
 Less:
 (5,930)
 -
 (5,930)
 (7,664)
 (4,837)
 (12,501)
 (40,127)
 (10,951)
 (51,078)
 $72,992
 $11,163
 $84,155
 Table 29
-
Activity in Non-Performing Construction Loans Held-In
-Portfolio
 BPPR
 $6,378
 $-
 $6,378
 Less:
 (6,378)
 -
 (6,378)
 $-
 $-
 $-

 Table 30 -
Activity in Non-Performing Construction Loans Held-in
-Portfolio
 BPPR
 $-
 $-
 $-
 Plus:
 9,284
 -
 9,284
 Less:
 (2,537)
 -
 (2,537)
 (369)
 -
 (369)
 $6,378
 $-
 $6,378
 Table 31 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
 For the year ended December 31,
2024
 BPPR
 $175,106
 $11,191
 $186,297
 Plus:
 142,964
 49,324
 192,288
 -
 Less:
 (16,214)
 (24)
 (16,238)
 (158)
 (18)
 (176)
 (143,256)
 (30,651)
 (173,907)
 $158,442
 $29,890
 $188,332
 Table 32 - Activity in Non
-Performing Mortgage Loans Held-in-Portfolio
 For the year ended December 31,
2023
 BPPR
 $242,391
 $20,488
 $262,879
 Plus:
 126,600
 15,951
 142,551
 -
 Less:
 (30,754)
 (58)
 (30,812)
 -
 (163,204)
 (25,321)
 (188,525)
 $175,106
 $11,191
 $186,297

 Loan Delinquencies
 Another key measure used to evaluate and
monitor the Corporation's asset quality is loan
delinquencies. Loans delinquent 30 days
 or
more
and
delinquencies, as
a
percentage
of
their
category
at
31,
2024
and
2023,
are
 below.
 Table 33 - Loan Delinquencies
 Loans delinquent
 30 days or more
 Total loans
 Total delinquencies

 as a percentage

of total loans
 Loans delinquent
 30 days or more
 Total loans
 Total delinquencies

 as a percentage

of total loans

 $
 15,826
 $
 0.66
 %
 $
 13,657
 $
 0.57
 %
 Commercial real estate
 non-owner occupied
 24,925
 0.46
 17,051
 0.34
 Commercial real estate
 42,311
 1.34
 69,239
 2.25
 49,942
 0.65
 58,953
 0.83

 133,004
 18,662,163
 0.71
 158,900
 17,709,797
 0.90

 1,039
 0.08
 6,378
 0.66
 39,641
 2.06
 35,491
 2.05
 [1]
 798,130
 9.84
 859,537
 11.17

 59,078
 4.85
 46,436
 4.09
 5,054
 6.87
 5,465
 8.29

 57,835
 3.12
 59,682
 3.07
 Auto

 191,008
 5.00
 173,119
 4.73
 Other
 3,930
 2.29
 3,063
 1.91

 316,905
 7,142,109
 4.44
 287,765
 6,968,168
 4.13
 -
 5,423
 -
 -
 4,301
 -
 Total

 $
 1,288,719
 $
 3.47
 %
 $
 1,348,071
 $
 35,069,272
 3.84
 %
 [1]
Loans delinquent 30 days or more includes $0.4 billion
of residential mortgage loans insured by FHA or guaranteed
by the VA as of December
 31, 2024 (December 31, 2023 - $0.5 billion). Refer to Note
7 to the Consolidated Financial Statements for additional information
of guaranteed loans.
 Allowance for Credit Losses ("ACL")
 The ACL
represents management's
estimate of
expected credit
losses through
the remaining
contractual life
different loan
 segments, impacted by expected prepayments. The ACL
is maintained at a sufficient
level to provide for estimated credit
losses on
 collateral dependent loans as well as loans modified
for borrowers with financial difficulties separately from the remainder
of the loan
 portfolio. The Corporation's
management evaluates the adequacy
of the ACL
on a quarterly
basis. In this
evaluation, management
 considers current
conditions, macroeconomic
economic expectations through
a reasonable
and supportable
period, historical
loss
 experience,
portfolio composition
by
loan
type
and
risk
characteristics,
of
periodic credit
reviews
of
individual loans,
and
 regulatory requirements, amongst other factors.
 The Corporation must rely on
estimates and exercise judgment regarding matters where
the ultimate outcome is unknown, such
as
 economic developments affecting specific
customers, industries, or markets.
Other factors that can
affect management's estimates
 are
recalibration
of
statistical
used
to
calculate
lifetime
in
 accounting standards and loan impairment measurements,
among others. Changes in the financial condition
of individual borrowers,
 in economic
conditions, and
condition of
the various
markets in
which collateral
sold, may
also affect
the required
the allowance
for credit
losses. Consequently,
the business
financial condition,
capital, and
 could also be affected.

 On
31,
2024,
the
ACL
by
$16.7
from
31,
2023
to
$746.0
The
ACL
for
BPPR
 increased by
$30.8 million,
a combined
$23.4 million
increase in
reserves for
the consumer
and lease
portfolios and
an
 increase of $9.5
million in reserves
for commercial loans.
These increases were
mainly due to
a combination of
growth across the
 different segments
and changes
in credit
quality trends
credit cards
portfolios. In
PB, the
ACL decreased
by $14.1
 when compared
to December
31, 2023,
mainly due
to lower
reserves for
the commercial
portfolio resulting
from improvements
in
quality,
as
lower balances
consumer portfolios.
ratio of
the allowance
for credit
losses to
 loans held-in-portfolio was 2.01% on December 31, 2024, compared to 2.08% on December 31, 2023. The ratio of the allowance for
 credit losses to NPLs held-in-portfolio stood at 212.68%,
compared to 203.95% on December 31, 2023.
 Given that any one
economic outlook is inherently uncertain, the
Corporation leverages multiple scenarios to estimate
its ACL. The
 baseline scenario continues to be assigned the highest probability,
followed by the pessimistic scenario. The weight assigned to the
 pessimistic
scenario
the
first
of
2024
in
response
to
the
positive
momentum
in
the
as
 expectations for
Reserve achieving
a soft
landing have
improved. The
Corporation evaluates,
on an
 basis, the assumptions tied to the CECL accounting framework. These include
the reasonable and supportable period as well as the
 reversion window.

 The
provision for
to
the
loans
held-in-portfolio for
31,
2024,
was
$258.4 million,
 compared to $201.5 million for the year ended December 30, 2023, largely driven by higher NCOs due to credit quality changes and
loan
growth.
Refer
to
Note
–
for
–
loans
to
the
 Statements, and to the Provision for Credit Losses
section of this MD&A for additional information.

 Tables 34 to 35 details the allowance for credit losses by loan categories and the percentage
it represents of total loans held-in-
 portfolio and NPLs. The breakdown is made for analytical
purposes, and it is not necessarily indicative of the
categories in which
 future loan losses may occur.

 Table 34 - Allowance for Credit
Losses - Loan Portfolios
 Total ACL
 Total loans held-
 in-portfolio
 ACL to loans held-
 in-portfolio
 Total non-
 performing loans
 ACL to non-
 performing loans

 $
 9,236
 $
 0.38
 %
 $
 8,779
 105.21
 %

 54,494
 1.02
 %
 14,444
 377.28
 %

 49,828
 1.58
 %
 30,449
 163.64
 %

 146,006
 1.89
 %
 21,083
 692.53
 %

 $
 259,564
 $
 18,662,163
 1.39
 %
 $
 74,755
 347.22
 %
 11,264
 0.89
 %
 -
 N.M.
 16,419
 0.85
 %
 9,588
 171.25
 %
 82,409
 1.02
 %
 188,332
 43.76
 %

 99,130
 8.14
 %
 -
 N.M.

 1,503
 2.04
 %
 3,393
 44.30
 %

 102,736
 5.54
 %
 22,010
 466.77
 %

Auto
 165,995
 4.34
 %
 320.50
 %

Other
 7,004
 4.08
 %
 769.67
 %

 $
 376,368
 $
 7,142,109
 5.27
 %
 $
 78,105
 481.87
 %
 Total
 $
 $
 37,107,652
 2.01
 %
 $
 350,780
 212.68
 %
 N.M. - Not meaningful.
 Table 35 - Allowance for Credit
Losses - Loan Portfolios
 Total ACL
 Total loans held-
 in-portfolio
 ACL to loans held-
 in-portfolio
 Total non-
 performing loans
 ACL to non-
 performing loans

 $
 13,740
 $
 0.57
 %
 $
 1,991
 690.11
 %

 65,453
 1.29
 %
 9,862
 663.69
 %

 56,864
 1.85
 %
 35,704
 159.27
 %

 122,356
 1.72
 %
 36,598
 334.32
 %

 $
 258,413
 $
 17,709,797
 1.46
 %
 $
 84,155
 307.07
 %
 12,686
 1.32
 %
 6,378
 198.90
 %
 9,708
 0.56
 %
 8,632
 112.47
 %
 83,214
 1.08
 %
 186,297
 44.67
 %

 7.09
 %
 -
 N.M.

 1,978
 3.00
 %
 3,733
 52.99
 %

 117,790
 6.06
 %
 21,836
 539.43
 %

Auto
 4.31
 %
 346.23
 %

Other
 7,134
 4.45
 %
 739.27
 %

 $
 365,320
 $
 6,968,168
 5.24
 %
 $
 72,149
 506.34
 %
 Total
 $
 $
 35,064,971
 2.08
 %
 $
 357,611
 203.95
 %
 N.M. - Not meaningful.
 Table
details
the
breakdown
of
the
for
by
loan
categories.
The
breakdown
is
made
for
analytical
 purposes, and it is not necessarily indicative of
the categories in which future loan losses may occur.

 Table 36 - Allocation of the
Allowance for Credit Losses - Loans
 2024
 2023
 % of loans
 % of loans
 in each
 in each
 category to
 category to
 (Dollars in millions)
 ACL
 total loans
 ACL
 total loans

 $9.2
 6.5
 %
 $13.7
 6.9
 %

 54.5
 14.5
 65.4
 14.5

 49.9
 8.5
 56.9
 8.8

 146.0
 20.8
 122.4
 20.3

 $259.6
 50.3
 %
 $258.4
 50.5
 %
 11.3
 3.4
 12.7
 2.7
 16.4
 5.2
 9.7
 5.0

 82.4
 21.9
 83.2
 21.9

 99.1
 3.3
 80.5
 3.2

 1.5
 0.2
 2.0
 0.2

 102.7
 5.0
 117.8
 5.5

Auto
 166.0
 10.2
 157.9
 10.4

Other Consumer

 7.0
 0.5
 7.1
 0.6

 $376.3
 19.2
 %
 $365.3
 19.9
 %
 Total
 [1]
 $746.0
 100.0
 %
 $729.3
 100.0
 %
 [1] Note: For purposes of this table the term loans refers to
loans held-in-portfolio excluding loans held-for-sale.
net charge-offs
to average
loans held-in-portfolio
("HIP") ratios
by loan
category for
ended
 December 31, 2024 and 2023:
 Table 37 - Net Charge-Offs
(Recoveries) to Average Loans HIP
 BPPR
 BPPR

 0.17
 %
 0.04
 %
 0.11
 %
 (0.10)
 %
 0.02
 %
 (0.05)
 %

 (0.59)
 (0.01)
 (0.10)
 1.59
 -
 0.32

 (0.21)
 (0.01)
 (0.18)
 (0.22)
 (0.02)
 (0.19)
 0.67
 -
 0.67
 0.43
 -
 0.43

 3.06
 7.44
 3.20
 2.18
 6.20
 2.35
 Total

 0.89
 %
 0.18
 %
 0.68
 %
 0.55
 %
 0.19
 %
 0.44
 %
 NCOs for the year ended December 31, 2024,
amounted to $241.8 million, increasing by $95.4 million when compared to the
same
 period in 2023.
The BPPR segment
increased by $95.4
million mainly driven
by higher consumer
and commercial NCOs
by $68.6

 million and $25.4 million, respectively. The consumer NCOs continue to gradually
increase mainly due to credit quality changes. The
 PB segment NCOs remained flat year-over-year.

 Loan Modifications
 For the twelve months ended December 31, 2024,
modified loans to borrowers with financial difficulty
amounted to $455 million, of
 which $430 million were in accruing status. The
BPPR segment's modifications to borrowers with financial
difficulty amounted to
 $441 million, mainly comprised of commercial and mortgage
loans of $358 million and $66 million, respectively. A total of $44
 of the mortgage modifications were related to government
guaranteed loans. The Popular U.S. segment's modifications
to
 borrowers with financial difficulty amounted to $14 million,
of which $12 million were commercial loans.
 Refer
to
Note
to
the
for
on
modifications
made
to
 experiencing financial difficulties.
 Enterprise Risk Management
Board of
Directors has
established a
Risk Management
Committee ("RMC")
to, among
other things,
assist the
 Board in its (i) oversight of the Corporation's overall risk framework and (ii)
to monitor, review, and approve policies to measure, limit
 and manage the Corporation's risks.

 The
has
a
three
lines
of
defense
framework:
(a)
line
management constitutes
the
first
line
of
 defense by identifying
and managing the
risks associated with
business activities, (b) components
of the Risk
Management Group
 and
the
Group,
among
others,
act
as
the
second
line
of
defense
by,
among
other
measuring
and
 reporting on the Corporation's risk activities, and (c) the Corporate Auditing Division
,

as the third line of defense, reporting directly to
 the Audit Committee of the Board, by independently providing
assurance regarding the effectiveness of the risk
framework.

 The Enterprise Risk Management Committee (the "ERM Committee")
is a management committee whose purpose is to oversee and
 monitor Market, Interest, Liquidity,
Regulatory and Financial Compliance, BSA/AML & Sanctions, Regulatory,
Strategic, Operational
 (including
Fraud
and
Third
Party
Risk,
among
others),
Technology
and
Cyber
Security,
Legal,
Credit,
Climate
and
 Reputational risks, as
defined in the
Risk Appetite Statement
("RAS") of the
Risk Management Policy
and within the
 Enterprise Risk
Management ("ERM")
framework. The
ERM
Committee and
the Enterprise
Risk Management
Department in
the
 Financial and Operational
Risk Management Division
(the "FORM Division"),
in coordination with
the Chief Risk
create the
 framework to identify and manage multiple and cross-enterprise
risks, and to articulate the RAS and supporting
metrics.
 The
Enterprise
Risk
Department
has
a
to
ensure
that
an
standard
readiness
 assessment is performed before we launch a new product or service. Similar procedures are performed by the Treasury Division for
 transactions involving
the purchase
and sale
of assets,
and by
the Mergers
and Acquisitions
Division for
acquisition transactions.
 The Enterprise Risk Management Department has a Corporate Issues
Management Policy to promote on time remediation of issues
 and increase the
governance and transparency around
the number and
the severity of
issues identified for each
business unit and
function
by
all
sources.
The
Enterprise
Risk
Department
also
has
a
Regulatory
Change
 Management Program
to
oversee,
on
a
risk
the
implementation of
laws
and
regulations by
the
business and
 support areas.
 The Asset/Liability
Committee ("ALCO"),
composed of
senior management
representatives from
the business
lines and
 functions, and the Corporate Finance Group, are responsible for planning and executing the
Corporation's market, interest rate risk,
and
strategy,
as
well
as
for
implementing
and
procedures.
The
ALCO
also
reviews
the
and
the
attainment
of
the
objectives.
In
the
Risk,
 Insurance & Advisory Department independently measures,
monitors and reports compliance with
liquidity and market risk policies,
 and oversees controls surrounding interest risk measurements.
 The Corporate Compliance
Committee, comprised of
senior management team
members and representatives
from the Regulatory
 and Financial
Compliance Division
Financial Crimes
Compliance Division,
among others,
are responsible
for overseeing
 and
assessing
the
of
the
risk
that
support
for
identifying,
 assessing,
measuring,
monitoring,
testing,
mitigating,
and
They
also
supervise
under
the
to
the
adequacy,
consistency
and
timeliness
of
the
of
compliance-
 related risks across the Corporation.

 The Regulatory Affairs
team is responsible
for maintaining an
open dialog with
the banking regulatory
agencies to have
 risks properly identified, measured, monitored, as well as communicated to
the appropriate regulatory agency as necessary to keep
 them apprised of material matters within the purview
of these agencies.
 The
Strategy
Committee,
composed
of
senior
level
representatives
from
the
lines
and
 functions, and the Corporate Credit Risk Management Division,
are responsible for monitoring credit risk management
activities both
 at
the corporate
level
and
across all
Popular subsidiaries
providing for
the
development and
consistent
application of
risk
 policies, processes
and procedures
that measure,
limit and
manage credit
risks, while
seeking to
maintain the
effectiveness and
 efficiency of the operating and businesses processes.

 The Corporation's Operational Risk Committee ("ORCO") composed of senior
level management representatives from the business
 lines
and
functions,
executive
of
the
risk
of
and
its
 subsidiaries providing
development and
consistent application
of operational
risk policies,
processes, and
procedures that
 measure,
limit,
and
manage
risks
while
maintaining
the
and
efficiency
of
the
and
 processes.
The
FORM
Division,
the
Risk
Group,
serves
as
ORCO's
arm
and
is
responsible
for
 establishing baseline processes to measure, monitor, limit and manage
operational risk.
 The Corporate Security Group ("CSG"), under the direction of the
Chief Security Officer, leads
all efforts pertaining to cybersecurity,
 enterprise fraud and data
privacy, including
developing strategies and oversight processes with
policies and programs that mitigate
 compliance, operational,
strategic, financial
and reputational
risks associated
Corporation's and
our customers'
data and

 The Information Technology
and Cyber Risk
Committee, composed of senior
management representatives from the
business lines
 and
functions,
the
Technology
Division
and
the
CSG,
are
responsible
for
the
and
monitoring
of
and
mitigation
strategies,
and
controls,
key
risk
metrics,
and
 technology and cyber incidents that may result in operational, compliance and reputational risks.
 The Chief Security Officer also co-
 chairs the Information Technology & Cyber Security Risk Committee along with the Chief Information
& Digital Strategy Officer.
 The Corporate Legal Division, in this context, has the responsibility
of assessing, monitoring, managing and reporting with respect to
 legal risks, including those related to litigation, investigations
and other material legal matters.

 The
also
a
Corporate Sustainability
whose
purpose
and
responsibility is
to
oversee the
 Corporation's sustainability efforts and support the development and consistent application of policies, strategies and guidelines that
 measure and
manage sustainability
matters and
risks. The
Corporate Sustainability
Committee also
assesses environmental
and
 social considerations
with respect
to certain
commercial credit
applications, in
accordance with
the applicable
Commercial Credit
 Policy and Commercial Credit Manuals of BPPR
and PB.
 The processes
of strategic
risk planning
evaluation of
reputational risk
are on-going
processes through
which continuous
 data gathering and analysis are performed. In order to have strategic risks properly identified and monitored, the Corporate Strategy
 and Transformation Division, which
reports to the Corporation's
Chief Operations Officer,
performs periodic assessments regarding
 corporate strategic priority initiatives, such as the Corporation's transformation initiative and other emerging issues. The Acquisitions
 and Corporate Investments Division continuously assesses potential
strategic transactions. The Corporate Communications Division
 is responsible for the monitoring, management and
implementation of action plans with respect to reputational
risk issues.
 Popular's capital planning process integrates the Corporation's risk profile
as well as its strategic focus, operating
environment, and
 other factors
that could
materially affect
capital adequacy
in hypothetical
highly-stressed business
scenarios. Capital
ratio targets
 and triggers take into consideration the different risks evaluated
under Popular's risk management framework.
 In
addition to
establishing a
formal process
to manage
risk, our
corporate culture
is also
critical to
an effective
risk management
 function.
Through our Code
of Ethics, the
Corporation provides a framework
for all our
employees to conduct themselves
 highest integrity.
 ADOPTION OF NEW ACCOUNTING STANDARDS AND ISSUED BUT NOT
YET EFFECTIVE ACCOUNTING STANDARDS
 Refer to Note 3, "New Accounting Pronouncements"
to the Consolidated Financial Statements.

 Statistical Summary 2024-2023
 Statements of Financial Condition
 2024
 2023
 Assets:

 $
 $
 Money market investments:

 Time deposits with other banks

 Total money market investments
 Trading account debt securities, at fair value
 32,831
 Debt securities available-for-sale, at fair
value
 Debt securities held-to-maturity, at amortized cost
 7,758,077
 8,194,335
 Less – Allowance for credit losses
 5,317
 5,780
 Debt securities held-to-maturity, net
 7,752,760
 8,188,555
 208,166
 193,726
 Loans held-for-sale, at fair value
 5,423
 4,301
 Loans held-in-portfolio:
 37,522,995
 35,420,879
 Less – Unearned income
 415,343
 355,908

Allowance for credit losses
 Total loans held-in-portfolio, net
 36,361,628
 34,335,630
 Premises and equipment, net
 601,787
 565,284
 Other real estate

 57,268
 Accrued income receivable
 263,389
 263,433
 Mortgage servicing rights, at fair value
 1,797,759
 2,014,564
 Goodwill
 802,954
 Other intangible assets
 6,826
 9,764
 $
 $
 Liabilities and Stockholders' Equity
 Liabilities:

 Non-interest bearing
 $
 $
 15,419,624
 Interest bearing
 49,744,790
 48,198,619
 91,384
 -
 986,948
 914,627
 Total liabilities
 67,432,317
 65,611,202
 Stockholders' equity:
 Preferred stock
 1,048
 1,048
 Surplus
 4,908,693
 4,843,399
 Retained earnings
 4,570,957
 4,194,851
 Treasury stock – at cost
 (2,228,535)
 (2,018,957)
 Accumulated other comprehensive loss, net
of tax
 (1,661,240)
 (1,895,531)
 Total stockholders' equity

 Total liabilities and stockholders' equity
 $
 $

 Statistical Summary 2022-2024
 Statements of Operations
 For the years ended December 31,
 2024
 2023
 2022
 Interest income:
 Loans
 $
 2,626,058
 $
 2,331,654
 $
 1,876,166
 352,195
 366,625
 118,080
 695,010
 547,028
 471,665
 Total interest income
 3,673,263
 3,245,307
 2,465,911
 Less - Interest expense

 Net interest income after provision for

 2,025,346
 1,922,915
 2,084,329
 19,059
 21,497
 42,450
 Net (loss) gain, including impairment, on
equity securities
 (1,583)
 3,482
 (7,334)
 Net gain (loss) on trading account debt securities
 1,445
 1,382
 (784)
 Net gain (loss) on sale of loans, including
valuation adjustments on loans held-for-sale
 (115)
 -
 Adjustment to indemnity reserves on loans
sold
 1,266
 2,319
 Other non-interest income
 638,282
 622,159
 861,811
 Total non-interest income
 658,909
 650,724
 897,062
 Operating expenses:

 820,451
 778,045
 719,764
 All other operating expenses
 1,067,186
 1,120,055
 1,026,656
 Total operating expenses

 796,618
 675,539
 1,234,971
 Net Income
 $
 $
 $
 Net Income Applicable to Common Stock

 $
 612,800
 $
 539,930
 $
 1,101,229

 Statistical Summary 2024-2022
 Average Balance Sheet and Summary of
Net Interest Income
 On a Taxable Equivalent
Basis*
 2024
 2023
 2022

 Rate

 Rate

 Rate

 Interest earning assets:
 $
 6,640,514
 $
 352,195
 5.30
 %
 $
 7,051,718
 $
 366,625
 5.20
 %
 $
 9,530,698
 $
 118,079
 1.24
 %
 U.S.
Treasury securities
 21,047,129
 654,712
 3.11
 20,305,488
 441,179
 2.17
 21,141,431
 448,961
 2.12
 Obligations of U.S.

 sponsored entities
 -
 -
 -
 -
 -
 -
 5.66
 Obligations of Puerto Rico, States
 and political subdivisions
 59,668
 6,215
 10.42
 64,682
 5,863
 9.06
 67,965
 7,824
 11.51
 Collateralized mortgage obligations and

mortgage-backed securities
 6,642,953
 136,016
 2.05
 7,360,071
 157,196
 2.14
 8,342,672
 198,566
 2.38
 Other

 205,711
 11,514
 5.60
 196,226
 11,519
 5.87
 190,489
 8,925
 4.68
 Total investment securities
 27,955,461
 808,457
 2.89
 27,926,467
 615,757
 2.20
 29,742,598
 664,278
 2.23
 Trading account securities
 30,250
 1,583
 5.23
 31,876
 1,377
 4.32
 51,357
 3,049
 5.94
 Loans (net of unearned income)
 35,701,240
 2,684,598
 7.52
 33,164,961
 2,387,351
 7.20
 30,405,280
 1,924,895
 6.33
 Total interest earning
assets/Interest
 $
 70,327,465
 $
 3,846,833
 5.47
 %
 $
 68,175,022
 $
 3,371,110
 4.94
 %
 $
 69,729,933
 $
 2,710,301
 3.89
 %
 Total non-interest
earning assets
 3,072,814
 3,059,214
 3,078,671
 $
 73,400,279
 $
 71,234,236
 $
 72,808,604
 Liabilities and Stockholders' Equity

 Interest bearing liabilities:
 Savings, NOW,
money market and
 other

interest bearing demand accounts
 $
 40,476,544
 $
 1,046,100
 2.58
 %
 $
 39,463,481
 $
 862,981
 2.19
 %
 $
 41,769,576
 $
 191,064
 0.46
 %
 Time deposits
 8,902,700
 290,021
 3.26
 7,775,846
 187,043
 2.41
 6,853,127
 61,781
 0.90
 Federal funds purchased
 6,011
 5.36
 -
 5.25
 -
 3.92
 Securities purchased under agreement
 to resell
 70,145
 3,900
 5.56
 115,808
 6,019
 5.20
 107,305
 2,309
 2.15
 8,402
 5.40
 27,302
 1,310
 4.80
 99,083
 3,428
 3.46

 961,886
 50,178
 5.22
 1,109,163
 56,430
 5.09
 938,778
 39,970
 4.26

 Total interest bearing
liabilities/Interest
 50,425,688
 2.76
 48,491,606
 2.30
 49,767,876
 0.60

 Total non-interest
bearing liabilities
 15,921,398
 16,142,027
 17,031,503
 Total liabilities
 66,347,086
 64,633,633
 66,799,379
 Stockholders' equity

 7,053,193
 6,600,603
 6,009,225
 Total liabilities and
stockholders' equity
 $
 73,400,279
 $
 71,234,236
 $
 72,808,604
 Net interest income on a taxable
 equivalent basis
 $
 2,455,858
 $
 2,257,327
 $
 2,411,749
 Cost of funding earning assets
 1.98
 %
 1.63
 %
 0.43
 %
 Net interest margin
 3.49
 %
 3.31
 %
 3.46
 %
 Effect of the taxable equivalent
 173,570
 125,803
 244,390
 Net interest income per books
 $
 $
 $
 *
Shows
the
of
the
tax
exempt
status
of
some
loans
and
on
their
yield,
using
the
statutory
tax
rates.
The
 computation considers
the interest
expense disallowance
required by
Rico Internal
Revenue Code.
This adjustment
is shown
in order
to
 compare the yields of the tax exempt and taxable assets
on a taxable basis.

 Note: Average loan
balances include the
average balance of
non-accruing loans. No
interest income is
recognized for these
loans in accordance
with
policy.
balances
exclude
gains
or
on
debt
and
on
debt
 securities transfer to held-to-maturities.

 Report of Management on Internal Control Over Financial
Reporting
 The management of
(the "Corporation") is responsible
for establishing and
maintaining adequate internal control
over
 financial reporting as defined in Rules 13a - 15(f) and 15d -
15(f) under the Securities Exchange Act of 1934 and for our assessment
 of internal control over financial reporting. The Corporation's internal
control over financial reporting is a process designed to provide
 reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
 in
with
principles
accepted
in
the
of
America,
and
over
the
 preparation of
financial statements
in accordance
instructions to
the Consolidated
Financial Statements
for Bank
Holding
 Companies (Form FR Y-9C)
to comply with the reporting requirements of Section 112
of the Federal Deposit Insurance Corporation
 Improvement Act (FDICIA). The Corporation's internal control
over financial reporting includes those policies
and procedures that:
 (i)
pertain
to
the
maintenance
of
records
that,
in
detail,
accurately
and
fairly
reflect
the
and
 dispositions of the assets of the Corporation;
 (ii)
assurance
that
are
as
necessary
to
permit
preparation
of
 statements in accordance with accounting principles generally accepted in the United States of America, and that receipts
 and expenditures of the Corporation are being made only in accordance with authorizations of management and directors
 of the Corporation; and
 (iii) provide reasonable assurance regarding
prevention or timely detection of
unauthorized acquisition, use or disposition
 of the Corporation's assets that could have a material effect
on the financial statements.
 Because
of
its
inherent
limitations,
over
may
not
prevent
or
detect
misstatements.
Also,
 projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
 of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
 The management of Popular,
Inc. has assessed the
effectiveness of the Corporation's
internal control over financial reporting
as of
31,
2024.
In
making
this
assessment,
used
the
criteria
set
forth
in
the
Control-Integrated
 Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).

 Based on our assessment, management concluded that the Corporation maintained effective internal control over financial reporting
 as of December 31, 2024 based on the
criteria referred to above.
independent registered
public accounting
firm,
 PricewaterhouseCoopers LLP
,
has audited
the effectiveness
of
internal control
over financial
reporting as
of December
as stated
in their
report dated
March 3,
2025
 which appears herein.
 Ignacio Alvarez
 Jorge J. Garc a
 Chief Executive Officer
 Executive Vice President
 and Chief Financial Officer

 Report of Independent Registered Public Accounting Firm

 To
 the
 Board of Directors and Stockholders of Popular, Inc.
 Opinions on the Financial Statements and Internal
Control over Financial Reporting

 We
have
audited
the
accompanying
of
of
Inc.
and
its
(the
"Corporation")
as
of
31,
2024
and
2023,
and
the
of
 operations, comprehensive income (loss),
changes in stockholders' equity
and cash flows for
each of the three
years
 in
the
ended
31,
2024,
the
notes
(collectively
referred
to
as
the
"consolidated
statements").
We
also
have
audited
the
over
as
of
criteria
established in
Internal Control
- Integrated
Framework (2013)
 Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 In
our
opinion,
the
referred
to
above
fairly,
in
all
respects,
the
 financial position of the Corporation as of
December 31, 2024 and 2023, and the
results of its operations and its cash
 flows
for
each
of
the
three
years
in
the
ended
31,
2024
in
conformity with
principles
 generally accepted
of America.
Also in
our opinion,
maintained,
in all
 respects, effective
internal control over
financial reporting as
of December 31,
2024, based on
criteria established
in
 Internal Control - Integrated Framework (2013) issued by the COSO.
 Basis for Opinions

 The
Corporation's management
is responsible
for these
financial statements,
for maintaining
 internal control
over financial
reporting, and
for its
assessment of
the effectiveness
of internal
 reporting,
in
the
accompanying
Report
of
on
Control
over
Reporting.
Our
 responsibility is
to express opinions
Corporation's consolidated
financial statements and
over
based
on
our
audits.
We
are
a
firm
registered
with
the
 Public
Company
Oversight
Board
(United
States)
(PCAOB)
and
are
to
be
independent
with
to
the
in
with
the
U.S.
laws
and
the
rules
and
 regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits
in accordance with the standards
of the PCAOB. Those standards
require that we plan and
 perform
the audits
to obtain
reasonable assurance
about
whether the
consolidated financial
statements are
free of
misstatement,
whether due
to error
or
fraud, and
internal control
over financial
 was maintained in all material respects.
 Our
audits
of
the
performing
to
the
risks of
 misstatement of the consolidated
financial statements, whether due
to error or fraud,
and performing procedures that
 respond to
those risks.
Such procedures
included examining,
on a
test basis,
evidence regarding
the amounts
and
in
the
Our
audits
also
the
principles
 used
and
made
by
management,
as
well
as
the
of
the
Our
audit
of
over
obtaining
an
 understanding
of
over
reporting,
assessing
the
risk
that
a
weakness
exists,
and
 testing
and
the
design
and
of
based
on
the
assessed
risk.
Our
 audits also included performing such other procedures as we considered necessary in
the circumstances. We believe
 that our audits provide a reasonable basis for our opinions.

 Definition and Limitations of Internal Control over Financial Reporting

 A
over
is
a
designed
to
assurance
the
reliability
of
and
the
preparation
of
for
external
purposes
in
with
accepted
principles.
Management's
assessment
and
our
audit
of
over
also
over
the
preparation
of
in
 accordance with the instructions
to the Consolidated Financial Statements
for Bank Holding Companies
(Form FR Y-
 9C)
to
with
the
of
of
the
 Improvement
Act
(FDICIA).
A
over
those
and
that (i)
pertain to
the maintenance
of records
that, in
reasonable detail,
accurately
and fairly
reflect the
 transactions and
dispositions of
the assets
company; (ii)
provide reasonable
assurance that
transactions are
as
necessary
to
permit
preparation
of
in
with
accepted
principles, and
that receipts
and expenditures
company are
being made
only
in accordance
with
 authorizations
of
and
directors
of
the
company;
and
(iii)
assurance
 prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have
 a material effect on the financial statements.
 Because of
its inherent
limitations, internal
financial reporting
may not
prevent or
detect misstatements.
 Also, projections of
any evaluation of effectiveness
to future periods are
subject to the risk
that controls may become
 inadequate because
of changes
in conditions,
or that
the degree
of compliance
policies or
procedures may
 deteriorate.
 Critical Audit Matters

 The
audit
matter
communicated
below
is
a
matter
arising
from
the
audit
of
the
that
was
communicated
or
to
be
communicated
to
the
audit
committee
and
that
(i)
 relates
to
or
that
are
to
the
and
(ii)
involved
our
 especially challenging,
subjective, or
complex judgments.
The communication
of critical
audit matters
alter
 in any way our opinion on the consolidated financial statements, taken as a whole, and
we are not, by communicating
 the
audit
matter
below,
a
separate
opinion
on
the
audit
matter
or
on
the
or
 disclosures to which it relates.
for
Losses
on
Loans
Held-in-Portfolio
-
Quantitative
Models,
and
Qualitative
Adjustments
to
the
 Puerto Rico Commercial Portfolios
 As described in
Notes 2 and
8 to the
consolidated financial statements,
the Corporation follows
the current expected
loss
("CECL")
model,
to
and
evaluate
the
of
the
for
("ACL")
to
 provide for expected
losses in the loan
portfolio. As of December
31, 2024, the allowance
for credit losses
was $746
on
total
loans
of
$37
billion.
This
CECL
model
establishes
a
forward-looking
that
reflects
the
 expected credit losses over the lives of financial assets. The quantitative modeling framework includes competing risk
to
generate
lifetime
defaults
and
prepayments,
and
other
loan
level
modeling
techniques
to
loss
 severity.
As
part
of
this
methodology,
and
may
apply
to
the
of
the
selected
scenarios.
The
ACL
also
a
that
 addresses losses
expected but
not captured
quantitative modeling
framework. In
identify
not captured
through the
models, management
evaluated model
limitations as
the
risks covered
variables used
in each
quantitative model.
To
complement the
analysis, management
 also evaluated
sectors that
have low
levels of
historical defaults,
but current
conditions show
the potential
for future
 losses.
 The
considerations
for
our
that
performing
relating
to
the
for
on
loans
models,
and
to
the
Rico
is
a
audit matter
are
(i)
the significant
judgment
by
in
determining the
for
 credit losses,
including qualitative
adjustments to
Rico commercial
portfolios, which
in turn
led to
a high
 degree of auditor effort, judgment, and
subjectivity in performing procedures and evaluating audit evidence
relating to

 the
for
selection
of
and
 weights applied; and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
 Addressing the
matter involved
performing procedures
and evaluating audit
evidence in
connection with
forming our
opinion
on
the
These
testing
the
of
 controls relating
allowance for
for loans
held-in-portfolio, including
qualitative adjustments
 Puerto Rico commercial portfolios. These procedures also included, among others, testing management's process for
 estimating the allowance
for credit losses by
(i) evaluating the
appropriateness of the methodology,
including models
 used for estimating the ACL; (ii) evaluating the reasonableness of management's selection of various macroeconomic
to
the
loss
of
the
selected
 scenarios;
(iii)
the
reasonableness
of
the
to
Rico
for
losses;
and
(iv)
testing
the
data
used
in
the
for
losses.
Professionals
with
 specialized
skill
and
knowledge
were
used
to
assist
in
the
appropriateness
of
the
and
 models, the reasonableness of management's
selection and weighting of macroeconomic scenarios used
to estimate
and
reasonableness
of
the
to
Rico
 portfolios allowance for credit losses.
 San Juan, Puerto Rico
 March 3, 2025
 We have served as the Corporation's auditor since 1971, which includes periods before the Corporation became
 subject to SEC reporting requirements
 Stamp DLLP216-99 of the P.R. Society of
 Certified Public Accountants is affixed to
 the original of this report

OF FINANCIAL CONDITION
 [UNAUDITED]
 (In thousands, except share information)
 2024
 2023
 Assets:
 $
 $
 Money market investments:

 Time deposits with other banks

 Total money market investments
 Trading account debt securities, at fair value
 32,831
 Debt securities available-for-sale, at fair
value:
 Pledged securities with creditors' right to repledge

 30,486
 72,827
 Other debt securities available-for-sale
 18,215,417
 16,656,217
 Debt securities available-for-sale
 Debt securities held-to-maturity, at amortized cost:
 Pledged securities with creditors' right to repledge

 27,405
 27,083
 Other debt securities held-to-maturity
 7,730,672
 8,167,252
 Debt securities held-to-maturity (fair
value 2024 - $
 7,682,664
; 2023 - $
 8,159,385
)
 7,758,077
 8,194,335
 Less – Allowance for credit losses
 5,317
 5,780
 Debt securities held-to-maturity, net
 7,752,760
 8,188,555
 Equity securities (realizable value 2024 -
$
 208,663
; 2023 - $
 194,641
)
 208,166
 193,726
 Loans held-for-sale, at fair value
 5,423
 4,301
 37,522,995
 35,420,879
 Less – Unearned income
 415,343
 355,908

Allowance for credit losses
 Total loans held-in-portfolio, net
 36,361,628
 34,335,630
 Premises and equipment, net
 601,787
 565,284
 Other real estate
 57,268
 Accrued income receivable
 263,389
 263,433
 Mortgage servicing rights, at fair value
 1,797,759
 2,014,564
 Goodwill
 802,954
 Other intangible assets
 6,826
 9,764
 $
 $
 Liabilities and Stockholders' Equity
 Liabilities:

 Non-interest bearing
 $
 $
 15,419,624
 Interest bearing
 49,744,790
 48,198,619
 91,384
 -
 986,948
 914,627
 Total liabilities
 67,432,317
 65,611,202
 Commitments and contingencies (Refer
to Note 23)

 Stockholders' equity:

 Preferred stock,
 30,000,000

shares authorized;

shares issued and outstanding (2023 -
)
 Common stock, $
 0.01

par value;
 170,000,000

shares authorized;
 104,849,460

shares issued (2023 -
 104,767,348
) and
 70,141,291

shares outstanding (2023 -
 72,153,621
)
 1,048
 1,048
 Surplus
 4,908,693
 4,843,399
 Retained earnings
 4,570,957
 4,194,851
 Treasury stock - at cost,
 34,708,169

shares (2023 -
 32,613,727
)

 ( 2,228,535)
 ( 2,018,957)
 Accumulated other comprehensive loss, net
of tax

 ( 1,661,240)
 ( 1,895,531)
 Total stockholders' equity

 Total liabilities and stockholders' equity
 $
 $
 The accompanying notes are an integral part of
these Consolidated Financial Statements.

OF OPERATIONS
 (In thousands, except per share information)
 2024
 2023
 2022
 Interest income:
 Loans
 $
 2,626,058
 $
 2,331,654
 $
 1,876,166
 352,195
 366,625
 118,080
 695,010
 547,028
 471,665
 Total interest income
 3,673,263
 3,245,307
 2,465,911
 Interest expense:
 1,336,121
 1,050,024
 252,845
 Short-term borrowings
 4,676
 7,329
 5,737
 Long-term debt
 50,178
 56,430
 39,970
 Total interest expense

 Net interest income after provision for credit losses

 2,025,346
 1,922,915
 2,084,329
 Service charges on deposit accounts
 151,343
 147,476
 157,210
 Other service fees
 389,233
 374,440
 334,009
 Mortgage banking activities (Refer to Note 9)
 19,059
 21,497
 42,450
 Net (loss) gain, including impairment on equity securities
 ( 1,583)
 3,482
 ( 7,334)
 Net gain (loss) on trading account debt securities
 1,445
 1,382
 ( 784)
 Net gain (loss) on sale of loans, including
valuation adjustments on loans
 held-for-sale
 ( 115)
 -
 Adjustments to indemnity reserves on loans sold
 1,266
 2,319
 97,706
 100,243
 370,592
 Total non-interest income
 658,909
 650,724
 897,062
 Operating expenses:
 820,451
 778,045
 719,764
 Net occupancy expenses
 111,430
 111,586
 106,169
 Equipment expenses
 33,424
 37,057
 35,626
 Other taxes
 66,046
 55,926
 63,603
 125,822
 161,142
 172,043
 Technology and software expenses
 329,061
 290,615
 291,902
 142,677
 138,070
 127,145
 Communications
 18,899
 16,664
 14,885
 Business promotion
 101,930
 94,926
 88,918
 FDIC deposit insurance
 54,626
 105,985
 26,787
 Other real estate owned (OREO) income
 ( 18,124)
 ( 15,375)
 ( 22,143)
 98,457
 97,279
 109,446
 2,938
 3,180
 3,275
 -
 9,000
 Total operating expenses
 796,618
 675,539
 1,234,971
 Net Income
 $
 $
 $
 Net Income Applicable to Common Stock
 $
 612,800
 $
 539,930
 $
 1,101,229
 Net Income per Common Share – Basic
 $
 8.56
 $
 7.53
 $
 14.65
 Net Income per Common Share – Diluted
 $
 8.56
 $
 7.52
 $
 14.63
 The accompanying notes are an integral part of
these consolidated financial statements.

OF COMPREHENSIVE INCOME (LOSS)

 2024
 2023
 2022
 $
 $
 $
 Other comprehensive income (loss) before
tax:
 Foreign currency translation adjustment
 ( 6,837)
 ( 7,793)
 10,572
 Adjustment of pension and postretirement
benefit plans
 22,652
 23,052
 7,811
 Amortization of net losses
 14,471
 19,253
 15,644
 Unrealized net holding gains (losses) on debt
securities arising during the period

 101,442
 391,633
 ( 2,539,421)
 Reclassification adjustment for gains included
in net income
 -
 -
 -
 Amortization of unrealized losses of debt
securities transfer from available-for-sale
to

 179,563
 172,883
 41,642
 Unrealized net gains (losses) on cash flow
hedges
 -
 ( 30)
 3,719
 Reclassification adjustment for net (gains)
losses included in net income
 -
 ( 41)
 ( 960)
 Other comprehensive income (loss) before
tax
 311,291
 598,957
 ( 2,460,993)
 Income tax (expense) benefit
 ( 77,000)
 30,440
 261,134
 Total other comprehensive income (loss), net of tax
 234,291
 629,397
 ( 2,199,859)
 Comprehensive income (loss), net of tax
 $
 848,503
 $
 1,170,739
 $
 ( 1,097,218)
 Tax effect allocated to each component of other comprehensive
income (loss):

 2024
 2023
 2022
 Adjustment of pension and postretirement
benefit plans
 $
 ( 8,495)
 $
 ( 8,644)
 $
 ( 2,929)
 Amortization of net losses
 ( 5,427)
 ( 7,219)
 ( 5,867)
 Unrealized net holding gains (losses) on debt
securities arising during the period

 ( 27,165)
 80,854
 278,324
 Reclassification adjustment for gains included
in net income
 -
 -
 -
 Amortization of unrealized losses of debt
securities transferred from available-for-sale
to

 ( 35,913)
 ( 34,577)
 ( 8,328)
 Unrealized net gains (losses) on cash flow
hedges
 -
 ( 612)
 Reclassification adjustment for net (gains)
losses included in net income
 -
 Income tax (expense) benefit
 $
 ( 77,000)
 $
 30,440
 $
 261,134
 The accompanying notes are an integral
part of these consolidated financial statements.

OF CHANGES IN STOCKHOLDERS' EQUITY

other
 Common

 Preferred
 Retained
 stock
 stock
 Surplus
 stock
 loss
 Total
 Balance at December 31, 2021
 $
 1,046
 $
 $
 4,650,182
 $
 2,973,745
 $
 ( 1,352,650)
 $
 ( 325,069)
 $
 5,969,397
 Issuance of stock
 5,836
 5,837
 Dividends declared:
 [1]
 ( 163,693)
 ( 163,693)
 Preferred stock
 Common stock purchases
 [2]
 53,592
 ( 691,256)
 ( 637,664)
 Stock based compensation
 4,450
 13,728
 18,178
 Other comprehensive loss, net of tax
 ( 2,199,859)
 ( 2,199,859)
 Transfer to statutory reserve
 76,933
 ( 76,933)
 -
 Balance at December 31, 2022
 $
 1,047
 $
 $
 4,790,993
 $
 3,834,348
 $
 ( 2,030,178)
 $
 ( 2,524,928)
 $
 4,093,425
 Cumulative effect of accounting change
 28,752
 28,752
 Issuance of stock
 6,310
 6,311
 Dividends declared:
 [1]
 ( 163,664)
 ( 163,664)
 Preferred stock
 Common stock purchases
 ( 4,550)
 ( 4,550)
 Stock based compensation
 1,581
 15,771
 17,352
 Other comprehensive income, net of tax
 629,397
 629,397
 Transfer to statutory reserve
 44,515
 ( 44,515)
 -
 Balance at December 31, 2023
 $
 1,048
 $
 $
 4,843,399
 $
 4,194,851
 $
 ( 2,018,957)
 $
 ( 1,895,531)
 $
 Issuance of stock
 6,860
 6,860
 Dividends declared:
 [3]
 ( 183,854)
 ( 183,854)
 Preferred stock
 Common stock purchases
 ( 224,626)
 ( 224,626)
 Stock based compensation
 5,594
 15,048
 20,642
 Other comprehensive income, net of tax
 234,291
 234,291
 Transfer to statutory reserve
 52,840
 ( 52,840)
 -
 Balance at December 31, 2024
 $
 1,048
 $
 $
 4,908,693
 $
 4,570,957
 $
 ( 2,228,535)
 $
 ( 1,661,240)
 $
 [1]
 Dividends declared per common share during the year ended
December 31, 2024 - $
 2.56

 2.27
; 2022 - $
 2.20
).

 [2]
 During the year ended
December 31, 2022,
the Corporation completed
two accelerated share
repurchase transactions with
respect to its common
 stock, which were
accounted for
as a treasury
stock transactions.
The aggregate
amount of both
transactions was
$

million. Refer
to Note 19
 for additional information.

 [3]
 Includes common
stock repurchases
of $
 217.3

as part
of a
authorization
up to
$

Note
19 for
 information.

31,
 Disclosure of changes in number of shares:
 2024
 2023
 2022
 Preferred Stock:
 Balance at beginning and end of year
 Common Stock:
 Balance at beginning of year
 104,767,348
 104,657,522
 104,579,334
 Issuance of stock
 82,112
 109,826
 78,188
 Balance at end of year
 104,849,460
 104,767,348
 104,657,522
 Treasury stock
 ( 34,708,169)
 ( 32,613,727)
 ( 32,803,802)
 Common Stock – Outstanding
 70,141,291
 72,153,621
 71,853,720
 The accompanying notes are an integral part of these consolidated
financial statements.

OF CASH FLOWS
31,
 2024
 2023
 2022
 Cash flows from operating activities:
 $
 $
 $
 Adjustments to reconcile net income to net cash provided
by operating activities:
 -
 9,000
 2,938
 3,180
 3,275
 Depreciation and amortization of premises and equipment
 57,078
 58,507
 55,107
 Net accretion of discounts and amortization of premiums and
deferred fees

 ( 252,413)
 ( 45,249)
 29,120
 Interest capitalized on loans subject to the temporary payment
moratorium or loss mitigation
 alternatives
 ( 7,109)
 ( 9,868)
 ( 11,521)
 Share-based compensation
 19,676
 16,773
 16,727
 Impairment losses on right-of-use and long-lived assets
 -
 -
 2,233
 Fair value adjustments on mortgage servicing rights
 11,370
 12,339
 ( 166)
 Fair value adjustment for contingent consideration
 -
 -
 ( 9,241)
 Adjustments to indemnity reserves on loans sold
 ( 1,266)
 ( 2,319)
 ( 919)
 Earnings from investments under the equity method, net
of dividends or distributions
 ( 23,541)
 ( 27,450)
 ( 29,522)
 Deferred income tax expense (benefit)
 23,711
 ( 43,139)
 ( 33,129)
 (Gain) loss on:
 Disposition of premises and equipment and other productive
 ( 7,558)
 ( 12,756)
 ( 9,453)
 Proceeds from insurance claims
 -
 ( 145)
 -
 Sale of loans, including valuation adjustments on loans
held-for-sale and mortgage banking
 ( 758)
 Sale of equity method investment

 -
 ( 152)
 ( 8,198)
 Sale of stock in equity method investee
 ( 551)
 -
 -
 Disposition of stock as part of the Evertec Transactions
 -
 -
 ( 240,412)
 Sale of foreclosed assets, including write-downs
 ( 17,953)
 ( 22,665)
 ( 33,008)
 Acquisitions of loans held-for-sale
 ( 6,886)
 ( 7,639)
 ( 122,363)
 Proceeds from sale of loans held-for-sale
 47,809
 44,734
 64,542
 Net originations on loans held-for-sale
 ( 49,579)
 ( 68,310)
 ( 202,913)
 Net decrease (increase) in:
 Trading debt securities
 13,898
 33,500
 353,301
 ( 6,847)
 ( 11,341)
 Accrued income receivable

 ( 23,238)
 ( 62,932)
 30,043
 24,200
 76,589
 Net increase (decrease) in:
 Interest payable
 1,622
 19,814
 6,061
 Pension and other postretirement benefits obligation
 8,463
 16,092
 ( 2,893)
 ( 38,795)
 ( 41,410)
 ( 20,724)
 Total adjustments
 60,510
 145,270
 ( 88,103)
 Net cash provided by operating activities
 674,722
 686,612
 1,014,538
 Cash flows from investing activities:

 Net decrease (increase) in money market investments
 620,578
 ( 1,383,821)
 11,922,703
 Purchases of investment securities:
 Available-for-sale
 ( 34,339,865)
 ( 16,707,264)
 ( 22,232,278)
 Held-to-maturity
 -
 ( 8,615)
 ( 1,879,443)
 ( 27,216)
 ( 18,477)
 ( 48,921)
 Proceeds from calls, paydowns, maturities and redemptions
of investment securities:
 Available-for-sale
 33,789,182
 18,215,910
 20,143,921
 Held-to-maturity
 659,543
 458,806
 9,826
 Proceeds from sale of investment securities:
 19,623
 31,946
 42,990
 Net disbursements on loans
 ( 1,636,569)
 ( 2,475,837)
 ( 2,237,084)
 Proceeds from sale of loans
 42,287
 135,231
 141,314
 Acquisition of loan portfolios
 ( 668,215)
 ( 770,493)
 ( 753,684)
 Return of capital from equity method investments
 Payments to acquire equity method investments
 ( 1,250)
 ( 1,500)
 ( 1,625)
 Proceeds from sale of equity method investment
 -
 8,198
 Proceeds from sale of stock in equity method investee
 4,489
 -
 -
 Proceeds from disposition of stock as part of the Evertec Transactions
 -
 -
 219,883

 Acquisition of premises and equipment
 ( 213,412)
 ( 208,044)
 ( 103,789)
 Proceeds from insurance claims
 -
 -
 Proceeds from sale of:
 Premises and equipment and other productive assets
 8,890
 8,658
 10,305
 Foreclosed assets
 109,182
 109,547
 107,203
 Net cash (used in) provided by investing activities
 ( 1,632,474)
 ( 2,613,407)
 5,350,200
 Cash flows from financing activities:

 Net increase (decrease) in:
 1,261,053
 2,365,451
 ( 5,770,261)

 ( 36,551)
 ( 57,225)
 57,006
 ( 365,000)
 290,000
 Payments of notes payable
 ( 91,943)
 ( 343,261)
 ( 103,147)
 Principal payments of finance leases
 ( 3,977)
 ( 5,360)
 ( 3,346)
 Proceeds from issuances of notes payable
 -
 441,705
 -
 Proceeds from issuances of common stock
 6,860
 6,311
 5,837
 Dividends paid
 ( 180,461)
 ( 159,860)
 ( 161,516)
 Net payments for repurchase of common stock
 ( 213,922)
 ( 461)
 ( 631,893)
 Payments related to tax withholding for share-based compensation
 ( 6,476)
 ( 4,089)
 ( 5,771)
 Net cash provided by (used in) financing activities
 959,583
 1,878,211
 ( 6,323,091)
 Net increase (decrease) in cash and due from banks, and
restricted cash
 1,831
 ( 48,584)
 41,647
 Cash and due from banks, and restricted cash at beginning
of period
 427,575
 476,159
 434,512
 Cash and due from banks, and restricted cash at end of period
 $
 429,406
 $
 427,575
 $
 476,159
 The accompanying notes are an integral part of these consolidated
financial statements.

 Notes to Consolidated Financial Statements

 Note 1 -
 Nature of Operations
 Note 2 -
 Summary of Significant Accounting Policies
 Note 3 -
 New Accounting Pronouncements
 Note 4 -
 Restrictions on Cash and Due from Banks and Certain Securities
 Note 5 -
 Debt Securities Available-For-Sale
 Note 6 -
 Debt Securities Held-to-Maturity
 Note 7 -
 Loans
 Note 8 -
 Allowance for Credit Losses – Loans Held-In-Portfolio
 Note 9 -
 Mortgage Banking Activities
 Note 10 -
 Transfers of Financial Assets and Mortgage
Servicing Assets
 Note 11 -
 Premises and Equipment
 Note 12 -
 Other Real Estate Owned
 Note 13 -
 Other Assets
 Note 14 -
 Goodwill and Other Intangible Assets

 Note 15 -
 Note 16 -
 Borrowings
 Note 17 -
 Trust Preferred Securities
 Note 18 -
 Other Liabilities
 Note 19 -
 Stockholders' Equity
 Note 20 -
 Regulatory Capital Requirements
 Note 21 -
 Other Comprehensive Income (Loss)

 Note 22 -
 Guarantees
 Note 23 -
 Commitments and Contingencies
 Note 24-
 Non-consolidated Variable Interest
Entities
 Note 25 -
 Derivative Instruments and Hedging Activities
 Note 26 -
 Related Party Transactions
 Note 27 -
 Fair Value Measurement
 Note 28 -
 Fair Value of Financial Instruments
 Note 29 -
 Employee Benefits
 Note 30 -
 Net Income per Common Share
 Note 31 -
 Revenue from Contracts with Customers
 Note 32 -
 Leases
 Note 33 -
 Stock-Based Compensation
 Note 34 -
 Income Taxes
 Note 35 -
 Supplemental Disclosure on the Consolidated Statements of Cash
Flows
 Note 36 -
 Segment Reporting
 Note 37 -
 Popular, Inc. (Holding company only)
Financial Information

 Note 1 – Nature of Operations

 Nature of Operations

Inc. (the
"Corporation" or
"Popular") is
a diversified,
publicly-owned financial
the supervision
 and
regulation
of
the
Board
of
Governors
of
the
System.
The
has
in
Rico,
the
 mainland United
States ("U.S.")
British Virgin
Islands. In
provides retail,
mortgage,
 and
its
Banco
de
Rico
("BPPR"),
as
well
as
banking,
broker-dealer,
auto
and
leasing
and
financing,
and
specialized
In
the
mainland
U.S.,
the
retail,
and
its
New
 York-chartered
banking subsidiary,
Popular Bank
("PB" or
"Popular U.S."),
which has
branches located
in New
York,
New Jersey
 and Florida, investment and insurance services and equipment
leasing and financing services through specialized

 Tax impact on Intercompany Distributions
 The net income for
the year ended December
31, 2024 included $
 22.9

million of expenses, of
which $
 16.5

million was reflected in
expense and $
 6.4

million was
reflected in
other operating expenses,
related to an
out-of-period adjustment associated
Corporation's U.S. subsidiary's
non-payment of taxes
on certain intercompany
distributions to the
Bank Holding Company
 (BHC) in
a foreign
corporation for
U.S. tax
purposes. The
adjustment corrected
errors for
expense that
 should have
been recognized
of $
 5.5

million and
$
 5.4

2023 and
2022, respectively,
and an
aggregate of
$
 5.6
 million, in the years prior to 2022. The $
 6.4

million recognized as other operating expense corresponded to interest due up to March
 31, 2024 on the related late payment of the withholding tax, of
which approximately $
 3.0

million corresponded to years prior to 2022.
 As a result of this adjustment, the deferred
tax asset related to NOL of the BHC
and its related valuation allowance was reduced by
 $
 52.2

The
the
of
the
out-of-period
and
concluded
it
was
not
to
any
 previously issued interim or annual consolidated financial

 Note 2 – Summary of significant accounting

 The
and
of
Inc.
and
its
(the
"Corporation") conform
with
 principles generally accepted in the United States
of America and with prevailing practices within
the financial services industry.

 The following is a description of the most significant
of these policies:

 Principles of consolidation
 The
the
of
Inc.
and
its
Intercompany
and
 transactions have been
eliminated in consolidation. In
accordance with the
consolidation guidance for variable
interest entities, the
would
also
consolidate
any
variable
("VIEs")
for
which
it
has
a
controlling
interest;
and
 therefore, it is the primary beneficiary. Assets
held in a fiduciary capacity are not assets of the Corporation and, accordingly,
 included in the Consolidated Statements of Financial
 Unconsolidated investments, in
which there is
20% ownership and
/ or
the Corporation exercises
significant influence, are
for
by
the
with
in
other
Limited
partnerships
are
also
 accounted for by the equity method unless the investor's
interest is so "minor" that the limited partner may have
virtually no influence
 over
partnership
and
policies.
These
are
in
other
and
the
 proportionate share of income or loss is included
in other operating income.

 Statutory business trusts that are wholly-owned by the Corporation and are
issuers of trust preferred securities are not consolidated
 in the Corporation's Consolidated Financial Statements.

 Business combinations
 Business combinations are accounted for under the acquisition method. Under this method, assets acquired, liabilities assumed and
 any noncontrolling
interest in
the acquiree
acquisition date
are measured
at their
fair values
as of
the acquisition
date. The
 acquisition
date
is
the
date
the
acquirer
obtains
control.
Transaction
costs
are
expensed
as
incurred.
Contingent
consideration
 classified as an asset
or a liability is remeasured to
fair value at each reporting
date until the contingency is
resolved. The changes
 in fair
the contingent
consideration are
recognized in
earnings unless
the arrangement
is a
hedging instrument
 changes are initially recognized in other comprehensive income (loss). The Corporation did not engage
in any business combination
 activities during the years ended December 31,
2024 and 2023.

 Use of estimates in the preparation of financial
 The preparation of financial
statements in conformity with
accounting principles generally accepted in
the United States
of America
 requires management to make
estimates and assumptions that
affect the reported
amounts of assets and
liabilities and contingent
and
at
the
date
of
the
statements,
and
the
reported
of
revenues
and
the
 reporting period. Actual results could differ from those estimates.

 Fair value measurements
 The Corporation determines the fair values of its financial
instruments based on the fair value framework established
in the guidance
 for Fair Value
Measurements in Accounting
Standards Codification ("ASC")
Subtopic 820-10, which
requires an entity
to maximize
 the use
of observable inputs
and minimize the
use of
unobservable inputs when
measuring fair value.
Fair value is
defined as the
 exchange price that would be received for an asset or paid to transfer a liability
(an exit price) in the principal or most advantageous
for
the
asset
or
in
an
orderly
participants
on
the
date.
The
standard
 describes three
levels of
inputs that
measure fair
value which
are (1)
quoted market
prices for
identical assets
or
 liabilities in active markets, (2) observable market-based
inputs or unobservable inputs that are corroborated
by market data, and (3)
that
are
not
corroborated
by
data.
The
fair
value
hierarchy
ranks
the
and
reliability
of
the
 information used to determine fair values.

 The
in
ASC
Subtopic
820-10
also
addresses
measuring
fair
value
in
situations
where
markets
are
inactive
and
 transactions are
not orderly.
Transactions
or quoted
prices for
liabilities may
not be
determinative of
when
 transactions are not
orderly, and
thus, may require
adjustments to estimate fair
value. Price quotes
based on transactions
 not orderly should be given
little, if any,
weight in measuring fair value. Price
quotes based on transactions that are
orderly shall be
in
determining
fair
value,
and
the
weight
given
is
based
on
facts
and
circumstances.
If
is
not
determine if
price quotes
on orderly
transactions, less
weight should
be given to
the price
quote relative
to
 other transactions that are known to be orderly.

 Investment securities are classified in four categories and
accounted for as follows:

Debt securities that
the Corporation has
the intent and
ability to hold
to maturity are
classified as debt
securities held-to-
 maturity and reported
at amortized cost. An
ACL is established
for the expected credit
losses over the remaining
term of
 debt securities held-to-maturity. The Corporation has established a methodology to estimate credit losses which
 qualitative factors,
including internal credit
ratings and
the underlying source
of repayment
in determining
of
losses.
Debt
are
written-off
the
ACL
when
a
portion
or
the
entire
 amount is deemed uncollectible, based on the information considered to develop expected credit losses through the life of
 the
asset.
The
ACL
is
by
leveraging
the
loss
for
mortgages
in
the
case
of
 collateralized by
 nd

lien loans
commercial C&I
models for
municipal bonds.
As part
of this
framework, internal
 factors are stressed,
as a qualitative
adjustment, to reflect current
conditions that are
not necessarily captured within
the
 historical
loss
experience.
The
modeling
a
2-year
and
supportable
gradually
 reverting, over a
3-years horizon, to
historical information at
the model input
level. The Corporation's
portfolio of held-to-
 maturity
U.S. Treasury
notes
and
obligations from
the
U.S.
Government. These
have
an
 explicit or implicit guarantee from the U.S. government, are highly rated by major
rating agencies, and have a long history
 of no
credit losses.
applies a
zero-credit loss
assumption and
no ACL
for these
 has been established. The
Corporation may not sell
or transfer held-to-maturity securities without
calling into question its
 intent
to
hold
other
debt
to
maturity,
unless
a
nonrecurring
or
unusual
event
that
could
not
have
been
 reasonably anticipated has occurred.

Debt securities
trading securities
are reported
value, with
unrealized and
realized gains
and losses
 included in non-interest income.

Debt
as
are
reported
at
fair
Declines
in
fair
value
below
the
securities'
 amortized cost which are
not related to estimated credit losses
are recorded through other comprehensive income
(loss),
 net of
taxes. If
the Corporation intends
to sell
or believes
it is
more likely than
not that it
will be
required to sell
the debt
 security,
it is
written down
to
through earnings.
Credit losses
relating to
available-for-sale debt
securities are
 recorded through an
ACL, which are
limited to the
difference between the
amortized cost and the
the asset.
 The ACL is established for the expected credit losses over the remaining term of debt security. The Corporation's portfolio
 of
available-for-sale securities
is comprised
of
U.S. Treasury
notes
and
obligations from
the
U.S.
Government.
 These
have
an
explicit
or
implicit
from
the
U.S.
government,
are
rated
by
major
 agencies, and have a
long history of no
credit losses. Accordingly,
the Corporation applies a
zero-credit loss assumption
 and no
ACL for
these securities
has been
established. The Corporation
monitors its securities
portfolio composition and
 credit performance on a
quarterly basis to determine if
any allowance is considered necessary.
Debt securities available-
 for-sale are written-off when
a portion or
the entire amount is
deemed uncollectible, based on the
information considered
 to
develop expected
through the
life of
the asset.
The specific
identification method
is used
to
 realized
gains
and
on
debt
available-for-sale,
which
are
in
net
gain
on
sale
of
debt
 securities in the Consolidated Statements of Operations.

Equity securities that have readily available fair values are reported at fair value. Equity securities that do not have readily
 available fair
values are
measured at
cost, less
any impairment,
plus or
minus changes
resulting from
observable price
orderly transactions
identical or
a similar
investment of
issuer.
Stock that
is owned
to
with
requirements,
such
as
Bank
and
Home
Loan
Bank
 ("FHLB") stock, is included in this category, and their realizable value equals their cost. Unrealized and realized gains and
 losses and any impairment on equity securities are included in net gain (loss), including impairment on equity securities in
 the Consolidated Statements
of Operations. Dividend income
from investments in
equity securities is included
in interest
 The
of
premiums is
deducted
and
the
accretion of
discounts is
added to
net
interest income
the
over the
outstanding period
of
the
Purchases and
sales
of
are
on
a
trade
date
 basis.

 Derivative financial instruments
 All derivatives are recognized on the Statements of Financial Condition at
fair value. The Corporation's policy is not to
offset the fair
 value
for
multiple
derivative
executed
with
the
same
counterparty
under
a
master
netting

 arrangement nor to offset the fair value amounts recognized for the
right to reclaim cash collateral (a receivable) or the obligation
to
 return cash collateral (a payable) arising from the
same master netting arrangement as the derivative
instruments.
 For
a
cash
flow
hedge,
in
the
fair
value
of
the
derivative
instrument
are
net
of
taxes
in
other
 comprehensive income (loss) and subsequently reclassified
to net income in the same period(s) that the hedged
transaction impacts
 earnings. For free-standing derivative instruments,
changes in fair values are reported in current
period earnings.
 Prior
to
entering
a
hedge
transaction,
the
formally
documents
the
relationship
hedging
and
 hedged
items,
as
well
as
the
risk
management objective
and
strategy for
undertaking various
hedge
transactions.
This
linking all
derivative instruments
to
specific assets
and
liabilities on
the Statements
of
Financial Condition
or to
 forecasted transactions
or firm
commitments along
formal assessment,
at both
inception of
the hedge
and on
an ongoing
as
to
the
derivative instrument
in
offsetting
in
fair
or
cash
flows
of
the
hedged
item.
 Hedge accounting
is discontinued
when the
derivative instrument
highly effective
as a
hedge, a
derivative expires,
is sold,
 terminated, when it is unlikely that a forecasted transaction will
occur or when it is determined that it is
no longer appropriate. When
 hedge accounting is discontinued the derivative continues
to be carried at fair value with changes in fair
value included in earnings.

utilizes forward
contracts to
hedge the
sale
of mortgage-backed
securities with
duration terms
over one
month.
 Interest rate forwards are contracts for the delayed delivery of securities,
which the seller agrees to deliver on a specified future date
 at
a
specified
price
or
yield.
Based
on
the
election
to
apply
fair
value
for
its
loans
held
for
sale,
hedge
is
not
used
for
these
forward
and
in
the
fair
value
of
the
loans
are
to
be
by
the
 changes in the fair value of the forward
contract, both of which are recorded through net
income (loss).
 For non-exchange
traded contracts,
on dealer
quotes, pricing
models, discounted
cash flow
methodologies or
 similar techniques for which the determination of
fair value may require significant management judgment
or estimation.

 The fair value of derivative instruments considers
the risk of non-performance by the counterparty
or the Corporation, as applicable.

 The Corporation obtains or pledges collateral in
connection with its derivative activities when applicable
under the agreement.

 Loans

 Loans
are
as
loans
held-in-portfolio when
management has
the
intent
and
to
hold
the
loan
for
the
foreseeable
 future, or
until maturity
or payoff.
The foreseeable
future is
a management
judgment which
is determined
based upon
the type
of
 loan,
business strategies,
current market
conditions, balance
sheet
management and
liquidity needs.
Management's view
of
the
 foreseeable future may change based on changes in these conditions. When a decision is made to sell or securitize a loan that
was
 not originated or
initially acquired with the
intent to sell
or securitize, the loan
is reclassified from held-in-portfolio
into held-for-sale.
 Due to changing market conditions or other strategic
initiatives, management's intent with respect to the disposition of
the loan may
 change,
and
accordingly,
loans
previously classified
as
held-for-sale may
be
reclassified into
held-in-portfolio. Loans
 between loans held-for-sale and held-in-portfolio
classifications are recorded at the lower of cost or
fair value at the date of transfer.

 Purchased
loans
with
no
evidence
of
deterioration
since
origination
are
at
fair
value
upon
acquisition.
 discounts are included in the determination of fair

are reported
at their
outstanding principal
balances net
unearned income,
charge-offs, unamortized
 deferred fees and
costs on originated
loans, and premiums
or discounts on
purchased loans. Fees
collected and costs
incurred in
 the
origination of
new
deferred and
amortized using
the interest
method or
a method
which approximates
the interest
 method over the term of the loan as an adjustment
to interest yield.
 Loans held-for-sale,
except for
originated as
held-for-sale, are
stated at
the lower
of cost
or fair
value, cost
being
 determined based
outstanding loan
balance less
unearned income,
and fair
value determined,
generally in
the aggregate.
 Fair value is measured based on current market prices for similar loans, outstanding investor commitments, prices
of recent sales or
 discounted cash
flow analyses
which utilize
inputs and
assumptions which
are believed
to be
consistent with
market participants'
 views. The
cost basis
also includes
consideration of
deferred origination
fees and
costs, which
are recognized
in earnings
 time of sale.
Upon reclassification to held-for-sale,
credit related fair
value adjustments are recorded
as a reduction
in the ACL.
To
 the extent that the loan's reduction in value
has not already been provided for in the ACL,
an additional provision for credit losses is
 recorded. Subsequent to reclassification to held-for-sale, the amount, by
which cost exceeds fair value, if any,
is accounted for as a
 valuation allowance
with changes
therein included
determination of
net income
period in
change occurs.
 Newly originated mortgage loans held-for-sale are reported
at fair value, with changes recorded through
earnings.

 The past due status of a loan is determined in accordance with its
contractual repayment terms. Furthermore, loans are reported as
 past due when either interest or principal remains
unpaid for 30 days or more in accordance
with its contractual repayment terms.
 Non-accrual loans are those loans on which the
accrual of interest is discontinued. When a loan is
placed on non-accrual status, all
 previously
accrued
and
unpaid interest
is
charged against
and
the
loan
is
accounted for
either
on
a cash-basis
 method or
cost-recovery method.
Loans designated
as non-accruing
are returned
to accrual
status when
 expects repayment of the remaining contractual principal
and interest.

 Recognition of interest income on commercial and construction loans is discontinued when the loans are 90 days or more in arrears
 on payments of principal or interest or when other factors indicate that the collection of principal and interest is
doubtful. The portion
 of
a
loan
uncollectible
is
charged-off
no
later
than
days
past
due.
in
the
case
of
a
loan,
the
excess
of
the
over
the
fair
value
of
the
(portion
uncollectible)
is
promptly charged-off,
but
in
any
event,
not
later
than
the
the
in
which
such
excess was
first
 recognized.
unsecured
loans
are
charged-off
no
later
than
days
past
due.
Recognition
of
on
loans
is
discontinued
when
loans
are
days
or
more
in
arrears
on
payments
of
or
interest.
The
 portion of a
mortgage loan deemed
uncollectible is charged-off
when the loan
is 180 days
past due. The
Corporation discontinues
 the recognition
on residential
insured by
Housing Administration
("FHA") or
guaranteed by
Department of Veterans
Affairs ("VA")
when 15-months
delinquent as
to principal
or interest.
The principal
repayment on
 these loans is insured. Recognition of interest income on closed-end consumer loans and home equity lines of credit is discontinued
 when the
in arrears
on payments
of principal
or interest.
Income is
generally recognized
on open-end
 consumer loans,
except for
home equity
lines
of
credit,
until
the
charged-off.
Recognition of
for
lease
 financing is ceased when
loans are 90 days
or more in arrears.
Closed-end consumer loans and leases
are charged-off when they
 are 120
days in
arrears. Open-end
(revolving credit)
consumer loans
are charged-off
when 180
days in
arrears. Commercial
and
 consumer overdrafts are generally charged-off no later than
60 days past their due date.
 A loan
modified with
financial difficulties
is typically
in non-accrual
status at
the time
modification. These
loans continue
in
 non-accrual status until the borrower has demonstrated a willingness
and ability to make the restructured loan payments (at
least six
 months of sustained performance after the modification (or one year for loans providing for quarterly or semi-annual payments)) and
 management has concluded that it is probable
that the borrower would not be in payment
default in the foreseeable future.

 Loan modifications
 A modification
is subject to
disclosure under ASC
Topic
326 when the
Corporation separately concludes
that both
 conditions exist: 1) the
debtor is experiencing financial difficulties
and 2) the modification
constitutes a reduction in
the interest rate
loan, a
payment extension,
a forgiveness
of principal,
a more-than-insignificant
payment delay,
or a
combination of
these.
 Determination
that
a
is
involves
a
degree
of
judgment.
The
identification
of
loan
 modifications to debtors with financial difficulties is critical
in the determination of the adequacy of
the ACL.

 Refer
to
Note
to
the
for
on
loan
modifications
and
the
 Corporation's determination of the ACL.

 Lease financing
 The
Corporation leases
passenger and
vehicles
and
to
individual
and
customers.
The
 method of accounting
is used to
recognize revenue on lease
contracts that meet
the criteria specified in
the guidance for leases
in
 ASC Topic
842. Aggregate
rentals due
over the
term of
the leases
less unearned
income are
included in
finance lease
 receivable.
Unearned
is
using
a
which
in
approximate
level
rates
of
on
the
 amounts outstanding. Finance lease origination
fees and costs
are deferred and amortized
over the average life
of the lease as
an
 adjustment to the interest yield.
 Revenue for other leases is recognized as it becomes
due under the terms of the agreement.

 Loans acquired with deteriorated credit quality

 Purchased credit
deteriorated ("PCD") loans
are defined
as those
with evidence
of a
more-than-insignificant deterioration in
 quality since origination.
PCD loans are initially recorded at its purchase price plus an
estimated allowance for credit losses ("ACL").
 Upon the acquisition of a PCD loan, the Corporation makes an estimate
of the expected credit losses over the remaining contractual
 term
of
each individual
loan. The
estimated credit
losses over
the life
loan are
recorded as
an ACL
corresponding
 addition to the loan purchase price. The amount of the purchased
premium or discount which is not related to credit risk
is amortized

 over the life of
the loan through net
interest income using the
effective interest method or
a method that approximates the
method.
in
are
recorded as
an
or
to
the
ACL
with
a
corresponding
 charge
(reverse)
to
the
for
in
the
Statement
of
Operations.
These
loans
follow
the
same
 nonaccrual policies as non-PCD loans.
 Refer to Note 7
 to the Consolidated Financial Statements
for additional information with respect
to loans acquired with
deteriorated
 credit quality.

 Accrued interest receivable
 The
basis
for
loans
and
in
debt
is
exclusive
of
accrued
receivable.
The
 Corporation has elected
not to establish
an ACL for
accrued interest receivable for
loans and investments
in debt securities,
given
non-accrual policies, in
which accrual
of interest is
discontinued and reversed
based on the
asset's delinquency
 status.

 Allowance for credit losses – loans portfolio
 The Corporation establishes an ACL
for its loan
portfolio based on its
estimate of credit losses
over the remaining contractual
term
 of the loans, adjusted for expected prepayments. An ACL is recognized for all loans including originated and purchased loans, since
 inception, with
a corresponding charge
provision for
credit losses,
except for
PCD loans
the ACL
at acquisition
is
as
an
to
the
price
with
subsequent
in
earnings.
Loan
are
charged
and
 recoveries are credited to the ACL.
 The
follows
a
to
the
ACL
which
a
and
supportable
forecast
for
and
as
well
as
the
outlook.
As
part
of
this
 methodology,
by
third
parties.
At
31,
2024,
to
the
of
the
selected
scenarios.
This
evaluation
benchmarking
as
well
as
careful
analysis of
the
underlying assumptions
build the
scenarios. The
application of
 weights include baseline, optimistic and pessimistic scenarios. The weights applied are subject to evaluation on a quarterly basis as
 part
of
the
ACL's
governance
process. The
Corporation considers
macroeconomic scenarios
as
part
of
its
 adjustment framework.

 The
macroeconomic variables
chosen
to
estimate credit
were selected
by
combining
procedures with
expert
 judgment.
These
variables
were
to
be
the
best
predictors
of
the
loan
 portfolios and
include drivers such
as unemployment rate,
different measures
of employment levels,
house prices,
gross domestic
 product
and
of
disposable
amongst
The
loss
estimation
a
and
 supportable period of
2 years for
PR portfolios, gradually
reverting over a
3-years horizon to
historical macroeconomic variables at
 the
model
input
level.
For
the
U.S.
portfolio,
the
and
supportable
the
life
of
the
asset,
 impacted by
prepayments, except for
CRE portfolio. The
U.S. CRE portfolio
utilizes a 2-year
reasonable and supportable
 period gradually reverting, over a 3-years horizon,
to historical information at the output level.

 The
developed
loan
level
distributed
by
geography
and
loan
type.
This
segmentation
was
by
their
risk
characteristics,
which
default
patterns,
source
of
repayment,
type
of
collateral,
and
channels,
amongst
The
modeling
competing
risk
to
generate
lifetime
defaults
and
 prepayments, and other loan
level modeling techniques to estimate
loss severity.
Recoveries on future losses
are contemplated as
 part
of
the
loss
severity
modeling.
These
parameters
are
by
combining
risk
with
 expectations. In
generate the
expected credit
losses, the
output of
these models
is combined
with loan
level repayment
 information.
The
risk
contemplated
the
may
borrowers'
scores,
loan-to-value,
 delinquency status, risk ratings, interest rate, loan
term, loan age and type of collateral, amongst

 The ACL
also includes
a qualitative
framework that
addresses two
main components:
losses that
are expected
but not
captured
 within the quantitative modeling framework and model imprecision. In order to identify potential losses that
are not captured through
 the
models,
model
limitations
as
well
as
the
risks
covered
by
the
variables
used
in
each
 quantitative model. The
Corporation considers additional macroeconomic
scenarios to address
these risks. This
assessment takes
 into
consideration factors
listed
as
part
of
ASC
326-20-55-4. To
complement
the
analysis, management
also
 there are sectors
that have low
levels of historical
defaults, but current
conditions show the
potential for future
losses. This type
of
is
more
prevalent
in
the
portfolios.
The
model
imprecision
component
of
the

is
after
model
for
these
time
periods.
This
type
of
 qualitative adjustment mainly impacts consumer portfolios.
 The
has
as
loans
by
when
foreclosure
is
probable
or
when
 foreclosure is
not probable but
the practical expedient
is used.
The practical expedient
is used
when repayment is
expected to
be
substantially
by
the
sale
or
operation
of
the
and
the
borrower is
experiencing financial
difficulty.
The
ACL
of
 collateral dependent loans
is measured based
on the fair
value of the
collateral less costs
to sell. The
the collateral is
 based on appraisals, which may be adjusted due to their
age, and the type, location, and condition of the
property or area or general
 market conditions to reflect the expected change in
value between the effective date of the appraisal
and the measurement date.

 The Credit Cards
portfolio, due to
its revolving nature,
does not have
a specified maturity date.
To
estimate the average remaining
 term
of
this
segment,
management evaluated
the
behavior
based
on
historical data.
These payment
 behaviors were
further classified
into sub-categories
that accounted
for delinquency
history and
differences between
transactors,
 revolvers and customers that have exhibited mixed transactor/revolver behavior. Transactors are defined as active accounts without
 any
charge
in
the
last
months.
The
paydown
curves
generated
for
each
sub-category
are
to
the
 exposure at
the measurement
date using
the first-in
first-out (FIFO)
methodology.
These amortization
patterns are
combined with
 loan level default and loss severity modeling to arrive
at the ACL.

 Reserve for unfunded commitments
establishes a
reserve for
unfunded commitments,
the estimated
losses over
the remaining
term of
the
 facility.
An allowance
established for
commitments that
are unconditionally
cancellable by
the Corporation.
no
is
for
unfunded commitments
its
cards
portfolio.
Reserve for
the
unfunded
portion
of
 commitments
is
other
in
the
Consolidated Statements
of
Net
to
the
 reserve for unfunded commitments are
reflected in the Consolidated Statements
of Operations as provision for credit
losses for the
 years ended December 31, 2024, 2023, and 2022.

 Transfers and servicing of financial assets
 The transfer
of an
entire financial
asset, a
group of
entire financial
assets, or
a participating interest
in an
entire financial
asset in
 which the Corporation surrenders control over the assets is accounted
for as a sale
if all of the following conditions set forth in
ASC
 Topic
860 are met:
(1) the assets
must be isolated
from creditors of
the transferor,
(2) the transferee
must obtain the
right (free of
 conditions that constrain it
from taking advantage
of that right)
to pledge or
exchange the transferred assets,
and (3) the
transferor
 cannot maintain effective control over
the transferred assets through an agreement
to repurchase them before their
maturity. When
 the
transfers
and
the
transfer
fails
any
one
of
these
criteria,
the
is
prevented
from
 derecognizing the transferred financial
assets and the
transaction is accounted for
as a secured
borrowing. For federal and
 Rico income
tax purposes,
treats the
transfers of
loans which
qualify as
"true sales"
 accounting guidance, as sales, recognizing a deferred
tax asset or liability on the transaction.

 For transfers
of financial
assets that
satisfy the
conditions to
be accounted
for as
sales, the
Corporation derecognizes
all assets
 sold; recognizes all
assets obtained and liabilities
incurred in consideration as
proceeds of the
sale, including servicing
 servicing liabilities, if
applicable; initially measures
value assets obtained
and liabilities incurred
in a
sale; and
recognizes in
 earnings any gain or loss on the sale.

 The guidance
on transfer
of financial
assets requires a
true sale
analysis of
the treatment
transfer under state
law as
if the
 Corporation was a debtor under the bankruptcy code. A true sale legal analysis includes several legally relevant factors, such as the
 nature and level of recourse to the transferor, and the nature of retained interests in the loans sold. The analytical conclusion as to a
 true sale
is never
absolute and
unconditional, but
contains qualifications
the inherent
equitable powers
of a
bankruptcy
 court, as
the unsettled
state of
the common
law.
Once the
legal isolation
test has
been met,
other factors
concerning the
 nature
and
of
the
transferor's
over
the
are
taken
into
in
order
to
 derecognition of assets is warranted.

 The Corporation sells mortgage loans to the Government National Mortgage Association ("GNMA")
in the normal course of business
 and retains the servicing rights. The GNMA programs under which the loans
are sold allow the Corporation to repurchase individual
 delinquent loans that meet certain criteria. At the Corporation's option, and without GNMA's prior authorization, the Corporation may
 repurchase the delinquent
loan for an
amount equal to
100% of the
remaining principal balance
of the loan.
Once the Corporation
 has the
unconditional ability
to repurchase
the delinquent
loan, the
Corporation is
deemed to
have regained
effective control
over

 the
loan
and
recognizes
the
loan
on
its
sheet
as
well
as
an
offsetting
liability,
regardless of
the
intent
to
 repurchase the loan.

 Servicing assets
 The
periodically
sells
or
securitizes
loans
while
retaining
the
to
perform
the
of
such
loans.
In
the
may
or
assume
the
right
to
loans
by
Whenever
the
 undertakes an
obligation to
service a
loan, management
assesses whether
a servicing
asset or
liability should
be recognized.
A
asset
is
whenever
the
for
is
to
more
than
adequately
compensate
the
 servicer
for
performing
the
servicing.
Likewise,
a
would
be
in
the
event
that
fees
to
be
 received are not
expected to adequately
compensate the Corporation
for its
expected cost. Mortgage servicing
assets recorded at
 fair value are separately presented on the Consolidated

 All separately recognized servicing assets are initially recognized at fair value. For subsequent measurement of
servicing rights, the
has
elected
the
fair
value
for
loans
("MSRs").
Under
the
fair
value
 method,
MSRs
are
at
fair
value
each
period,
and
in
fair
value
are
reported
in
 activities in the Consolidated Statement of Operations. Contractual
servicing fees including ancillary income and late
fees, as well as
 fair
value
adjustments, are
reported in
activities in
the
Consolidated Statement
of
Operations. Loan
 fees, which are based on a percentage of the principal balances of the
loans serviced, are credited to income as loan payments are
 collected.

 The fair value
of servicing rights is
estimated by using a
cash flow valuation model
which calculates the present value
of estimated
 future net servicing cash flows, taking into consideration actual and expected loan prepayment rates, discount
rates, servicing costs,
 and other economic factors, which are determined
based on current market conditions.

 Premises and equipment

 Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed on a
straight-
 line basis over
the estimated useful
life of each
type of asset.
Amortization of leasehold
improvements is computed
over the fixed,
 non-cancelable terms
respective lease
contracts or
the
estimated useful
lives
asset, whichever
is shorter.
Costs of
 maintenance
and
repairs
which
do
not
improve
or
extend
the
life
of
the
are
expensed
as
incurred.
Costs
of
 renewals
and
betterments
are
capitalized.
When
are
disposed
of,
their
cost
and
depreciation
are
 removed from the accounts and any gain or loss
is reflected in earnings as realized or incurred,
respectively.
 The
recognizes
right-of-use
("ROU
assets")
and
lease
relating
to
and
lease
 arrangements in its Consolidated Statements of Financial Condition within other assets and other liabilities, respectively. For finance
 leases, interest is recognized on the
lease liability separately from the amortization
of the ROU asset, whereas for
operating leases
 a single lease cost
is recognized so that
the cost of the
lease is allocated over
the lease term on
a straight-line basis. Impairments
 on ROU assets are evaluated under the guidance for impairment
or disposal of long-lived assets.
The Corporation recognizes gains
 on sale and
leaseback transactions in earnings when
the transfer constitutes a
sale, and the transaction
was at fair value.
 Note 32 to the Consolidated Financial Statements
for additional information on operating and finance
lease arrangements.

 Impairment of long-lived assets
 The
for
its
long-lived
to
be
held
and
used,
and
long-lived
to
be
disposed
of,
 whenever events or changes
in circumstances indicate that the
carrying amount of an
asset may not be recoverable
and records a
 write down for the difference between the carrying amount
and the fair value less costs to sell.

 Other real estate
 Other
real
estate,
in
satisfaction
of
a
loan,
is
at
fair
value
less
costs
of
disposal.
The
difference
 between the carrying amount of the loan and the fair value less cost to
sell is recorded as an adjustment to the ACL. Subsequent to
 foreclosure, any
losses in
the carrying
value arising
from periodic
re-evaluations of the
properties, and any
gains or
losses on
the
 sale of these properties are credited or charged to expense in the period incurred and are included as OREO expenses. The cost of
 maintaining and operating such properties is expensed
as incurred.
 Updated appraisals
are obtained
to adjust
other real
estate assets.
The frequency
depends on
the loan
type and
 total credit exposure. The appraisal for a commercial or construction other real estate property with a book value
equal to or greater
 than $1 million is updated annually and if lower
than $1 million it is updated every two years.
For residential mortgage properties, the
 Corporation requests appraisals annually.

 Appraisals
may
be
due
to
age,
inspections,
property
profiles,
or
conditions.
The
 applied are based upon
internal information such
as other appraisals for
the type of
properties and/or loss severity
information that
 can provide historical trends in the real estate market
and may change from time to time based
on market conditions.

 Goodwill and other intangible assets
 Goodwill is recognized when the purchase price
is higher than the fair value
of net assets acquired in business combinations
under
 the purchase
method of
accounting. Goodwill
amortized but
is tested
for impairment
annually or
more frequently
if
 events or circumstances indicate possible impairment. If the
carrying amount of any of the
reporting units exceeds its fair value, the
 Corporation would be required to record an impairment
charge for the difference up to the amount of the goodwill. In determining
the
 fair
value
of
each
unit,
the
uses
a
combination
of
methods,
price
of
 comparable companies and transactions, as well as discounted cash flow analysis. Goodwill impairment
losses are recorded as part
 of operating expenses in the Consolidated Statements
of Operations.

 Other intangible assets deemed
to have an
indefinite life are
not amortized but are
tested for impairment using
a one-step process
 which compares the fair value with the carrying amount of the asset.
In determining that an intangible asset has an indefinite life, the
cash
inflows
and
legal,
regulatory,
contractual,
competitive,
and
other
which
 could limit the intangible asset's useful life.

 Other
identifiable
with
a
finite
useful
life,
core
are
using
methods
over
the
benefited,
which
range
from
to
These
intangibles are
periodically for
when
or
 changes in circumstances
indicate that the carrying
amount may not
be recoverable. Impairments on
intangible assets with
a finite
 useful life are evaluated under the guidance for
impairment or disposal of long-lived assets.

 Assets sold / purchased under agreements to repurchase
/ resell
 Repurchase and resell agreements
are treated as collateralized
financing transactions and are
carried at the
amounts at which the
 assets will be subsequently reacquired or resold as
specified in the respective agreements.
 It is the
Corporation's policy to take possession
of securities purchased under agreements to
resell. However, the counterparties
to
 such
over
such
and
accordingly
those
are
not
reflected
in
the
 Corporation's Consolidated Statements
of Financial
Condition. The Corporation
monitors the
the underlying
 as compared to the related receivable, including accrued
interest.

 It
is
the
to
over
sold
under
to
repurchase;
accordingly,
such
 securities continue to be carried on the Consolidated
 The Corporation may require counterparties to deposit
additional collateral or return collateral pledged,
when appropriate.

 Software
 Capitalized
is
stated
at
cost,
less
amortization.
Capitalized
purchased
and
 capitalizable application development costs associated with internally-developed software. Amortization, computed on a straight-line
 method, is charged to operations
over the estimated useful life
of the software. Capitalized software is
included in "Other assets" in
 the Consolidated Statement of Financial Condition.

 Guarantees, including indirect guarantees of indebtedness
to others
 The estimated losses to be absorbed under the credit
recourse arrangements are recorded as a liability when
the loans are sold and
 are updated by
accruing or reversing expense
(categorized in the line
item "Adjustments (expense) to
indemnity reserves on loans
 sold"
in
the
of
Operations)
throughout
the
life
of
the
loan,
as
necessary,
when
becomes
available.
The
used
to
the
 macroeconomic expectations through a 2-years reasonable and supportable period, gradually reverting to historical macroeconomic
 variables at the model input level over a 3-year period, portfolio
composition by risk characteristics, amongst other factors. Statistical
 methods are used
to estimate the
recourse liability.
Expected loss rates
are applied to
different loan segmentations.
The expected
 loss, which
represents the
amount expected
to be
lost on
a given
loan, considers
the probability
of default
and loss
severity.
The
for
the
under
the
arrangements
is
separately
other
in
the
 Consolidated Statements of
Financial Condition. Refer
to Note
22 to
the Consolidated Financial
Statements for further
 on guarantees.

 Treasury stock

 Treasury stock is
recorded at cost and
is carried as a
reduction of stockholders' equity in
the Consolidated Statements of Financial
At the
retirement or
subsequent reissue,
the treasury
stock account
is reduced
by
the cost
stock.
At
 retirement, the excess of the cost of the treasury stock over
its par value is recorded entirely to surplus. At reissuance,
the difference
 between the consideration received upon issuance and
the specific cost is charged or credited to surplus.

 Revenues from contract with customers
 Refer
to
Note
for
a
of
the
on
the
recognition
and
of
revenues
from
 contract with customers.

 Foreign exchange
 Assets and liabilities
denominated in foreign currencies
are translated to U.S.
dollars using prevailing rates
of exchange at
the end
 of
the
period.
Revenues, expenses,
gains
and
are
translated using
rates
for
the
period.
The
 foreign currency translation adjustment
from operations for which
the functional currency is
other than the U.S.
dollar is reported in
other comprehensive
(loss), except
for
highly inflationary
environments in
are
in
 other operating expenses.
holds interests
in Centro
Financiero BHD
Le n, S.A.
("BHD Le n")
Dominican Republic.
The business
of
 BHD Le n is
mainly conducted in their
country's foreign currency.
The resulting foreign currency
translation adjustment from these
 operations is reported in accumulated other comprehensive
income (loss).

 Refer to the disclosure of accumulated other comprehensive
income (loss) included in Note 21.

 Income taxes
recognizes deferred tax
liabilities for
the expected
future tax
consequences of
events that
 recognized in
financial statements
or tax
returns. Deferred
liabilities are
determined for
 differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible
amounts in the
 future.
The
computation
is
based
on
enacted
tax
laws
and
rates
to
in
which
the
temporary
differences
are
 expected to be recovered or settled.

 The
guidance for
taxes
requires a
reduction of
the
carrying
of
by
a valuation
allowance if,
 based on the available evidence, it is more likely
than not (defined as a likelihood of more
than 50 percent) that such assets will not
 be
realized.
the
need
to
allowances
for
tax
is
assessed
periodically
by
the
based
on
the
more
likely
than
not
realization
threshold
criterion.
In
the
assessment
for
a
allowance,
 appropriate consideration
is given
to all
positive and
negative evidence
the realization
assets. This
 assessment considers, among others,
all sources of
taxable income available to
realize the deferred tax
asset, including the future
 reversal of existing temporary differences, the future taxable income
exclusive of reversing temporary differences and carryforwards,
 taxable income in carryback years and tax-planning strategies. In making such
assessments, significant weight is given to evidence
 that can be objectively verified.

 The valuation
of deferred
requires judgment
in assessing
the likely
future tax
consequences of
events that
 recognized in the Corporation's financial statements or tax returns and future profitability.
The Corporation's accounting for deferred
 tax consequences represents management's best estimate
of those future events.

 Positions taken in
tax returns may
be subject to
challenge by the
taxing authorities upon
examination. Uncertain
 tax positions
are initially
recognized in the
financial statements when
it is
more likely than
not (greater than
50%) that
the position
 will be sustained upon examination by the tax authorities, assuming full knowledge of the position and all relevant facts.
The amount
 of unrecognized tax benefit may increase or decrease in
the future for various reasons including adding amounts for
current tax year
 positions,
 expiration of open income tax returns due to the statute of limitations, changes in management's judgment about the level
 of
uncertainty,
or
elimination
of
uncertain
tax
positions,
status
of
examinations, litigation,
settlements
with
tax
 authorities and legislative activity.
 The Corporation accounts for the taxes collected from customers
and remitted to governmental authorities on a net
basis (excluded
 from revenues).
tax
or
for
the
year
is
allocated
among
continuing
discontinued
and
other
 comprehensive income (loss), as applicable. The amount allocated to continuing operations is the tax effect of the pre-tax income or
 loss from continuing operations that occurred during the year, plus or minus
income tax effects of (a) changes in circumstances that

 cause
a
in
judgment
about
the
realization
of
tax
in
years,
(b)
in
tax
laws
or
rates,
(c)
 changes in tax status, and (d) tax-deductible
dividends paid to stockholders, subject to certain
exceptions.

 Employees' retirement and other postretirement benefit
plans
 Pension costs are
computed on the
basis of accepted
actuarial methods and are
charged to current
operations. Net pension costs
on various actuarial
assumptions regarding future
experience under the
plan, which include
costs for services
rendered
period, interest
costs and
return on
plan assets,
as deferral
and amortization
items such
as actuarial
 gains or losses.

 The funding policy is
to contribute to the
plan, as necessary,
to provide for services
to date and for
those expected to be
earned in
 the
future.
To
the
that
these
are
fully
covered
by
in
the
plan,
a
contribution
may
not
be
made
in
a
 particular year.
 The cost
of postretirement
benefits, which
is determined
actuarial assumptions
and estimates
costs of
 these benefits in the future, is accrued during
the years that the employee renders the required
service.
 The guidance for compensation
retirement benefits of ASC
Topic
715 requires the recognition
of the funded status
of each defined
 pension
plan,
retiree
care
and
other
postretirement
plans
on
the
of

 Stock-based compensation
 The
opted
to
use
the
fair
value
of
recording
stock-based
as
described
in
the
for
 employee share plans in ASC Subtopic 718-50.

 Comprehensive income

 Comprehensive income
(loss) is
defined as
the change
in equity
of
a business
enterprise during
a period
from
transactions and
 other events
and circumstances,
except those
resulting from
investments by
owners and
distributions to
owners. Comprehensive
 income (loss) is separately presented in the Consolidated
Statements of Comprehensive Income.

 Net income per common share
 Basic income per common share is computed by dividing net income adjusted for preferred stock dividends, including undeclared or
 unpaid dividends
if cumulative,
and charges
or credits
the extinguishment
of preferred
stock or
induced conversions
of
 preferred stock, by the weighted average number of
common shares outstanding during the year. Diluted income per common
share
 takes into consideration the weighted average common shares adjusted for the effect of stock options, restricted stock, performance
 shares and warrants, if any, using the treasury stock method.

 Statement of cash flows
 For purposes of reporting cash flows, cash includes
cash on hand and amounts due from banks, including
restricted cash.

 Note 3 - New accounting pronouncements

 Recently Adopted Accounting Standards Updates
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2023-07,
 Segment Reporting (Topic
 280) - Improvements to
 Reportable Segment
 Disclosures
 The
Financial Accounting
Standards Board
 ("FASB")
 Update
("ASU")
2023-07
in
 2023,
which
amends
ASC
Topic
by
 requiring disclosure
position and
title
 of
the
chief
decision
maker
 ("CODM")
and
how
the
CODM
uses
each
 reported measure of segment's profit or loss
 to
allocate
resources
to
the
segment.
The
 standard
also
about
 expenses.
 For fiscal years
 beginning on
 For interim periods
 within fiscal years
 beginning after
 The Corporation adopted ASU
2023-07
 for
it's
 Statements included in
this Form 10-K.
 The
of
this
standard
resulted
 in
the
inclusion
of
the

to
the
 CODM as
the disclosure
which
 are
regularly
to
the
CODM.
 Refer
to
Note
-
Segment reporting,
 for the additional disclosures included.
 FASB ASU 2023-02,
 Investments—Equity
 Method and Joint
 Ventures (Topic 323) -
 Accounting for
 Investments in Tax Credit
 Structures Using the
 Proportional Amortization
 Method
 The
FASB
ASU
2023-02
in
March
 2023,
which
amends
ASC
Topic
by
 permitting
the
election
to
apply
the
 proportional amortization method to account
 for
tax
that
generate
tax
credits
in
 low-income-housing
tax
(LIHTC)
 structures
and
other
tax
if
are
met.
The
ASU
also
 eliminates
the
application
of
the
ASC
 Subtopic 323-740 to LIHTC investments not
for
using
the
proportional
and
instead
 the use of other guidance.
 The
was
not
by
 the
adoption of
this
ASU
since
it does
 not hold tax equity investments.
 FASB ASU 2023-01,
 Leases (Topic 842) -
 Common Control
 Arrangements
 The
FASB
ASU
2023-01
in
March
 2023,
which
amends
ASC
Topic
and
the
of
 improvements
with
over
the
useful
life
of
the
improvements
to
the
 control group as long
as the lessee controls
 the
use
of
the
underlying assets
through a
 lease.
In
the
ASU
to
for
 improvements
with
 control leases as a transfer between entities
 under
an
to
if,
and
when,
the
 lessee
no
longer
the
use
of
the
 underlying asset.
 The
was
not
by
 the
adoption of
this
ASU
since
it does
 not
hold
 improvements, however, it
will consider
 this
to
the
period for
and
 treatment
of
improvements
 associated with common control
 acquired on or after the effective date.
 FASB ASU 2022-03, Fair
 Value Measurement
 (Topic 820) - Fair Value
 Measurement of Equity
 Securities Subject to
 Contractual Sale
 Restriction
 The
FASB
ASU
2022-03
in
June
 2022,
which
clarifies
that
a
 restriction that prohibits the sale of an equity
 security is not
considered part of
the unit of
equity security,
therefore, is
 not
in
measuring
its
fair
 The
ASU
also
 disclosures for equity securities
subject to a
 contractual sale restriction.
 The
was
not
by
 the
of
this
 pronouncement
since
it
does
not
hold
 equity securities measured at
 with sale restrictions.

 Accounting Standards Updates Not Yet Adopted
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2024-04,
 Debt—Debt with
 Conversion and Other
 Options (Subtopic 470-
 20): Induced Conversions
 of Convertible Debt
 Instruments
 The
FASB
ASU
2024-04
in
2024,
which
clarifies
the
for
determining
settlements
of
convertible
debt
 instruments should be
accounted for as
an
 induced
conversion.
Also
it
makes
clarifications
to
assist

 stakeholders in
applying the
guidance. The
 ASU
clarifies
that
the
incorporation,
 elimination,
or
modification
of
a
volume-
price
("VWAP")
formula
 does
not
automatically
cause
a
settlement
 to
be
for
as
an
extinguishment
 and
that
the
induced
conversion
 applies to a convertible
debt instrument that
 is not currently
convertible as long as
it had
 a substantive
conversion feature
as of
both
 its
issuance
date
and
the
date
the
 inducement offer is accepted.
 January 1, 2026
is currently
 any
that
the
of
this
will
have
on
its
and
and
 disclosures.
 FASB ASU 2024-03,
 Income Statement—
 Reporting Comprehensive
 Income—Expense
 Disaggregation
 Disclosures (Subtopic
 220-40): Disaggregation of
 Income Statement
 Expenses (As updated by
 ASU 2025-01)
 The
FASB
ASU
2024-03
in
2024,
which
to
disclose
 about
categories
in
the
 notes to
financial statements
at interim
and
to
improve
 financial transparency.
 For fiscal years
 beginning on
 January 1, 2027
 For interim periods
 within fiscal years
 beginning after
 January 1, 2028
is currently
 any
that
the
of
this
will
have
on
its
and
and
 disclosures.
 FASB ASU 2024-02,
 Codification
 Improvements—
 Amendments to Remove
 References to the
 Concepts Statements

 The
FASB
ASU
2024-02
in
March
 2024, which
removes various
references to
 concept
from
the
FASB
Standards
Codification.
The
 ASU
intends
to
simplify
the
Codification
 and
distinguish
nonauthoritative
 and authoritative guidance.
be
by
the
of
this
ASU
 since it does
not provide for accounting
or
new
or
The
ASU
 eliminated
references
the
Standards
Codification
to
 the
concept
statements,
which
is
 considered non-authoritative guidance.
 FASB ASU 2024-01,
 Compensation - Stock
 Compensation (Topic 718)
 - Scope Application of
 Profits Interest and Similar
 Awards
 The FASB issued ASU 2024-01 in March
 2024, which amends ASC Topic 718 by
 including an illustrative example to
 demonstrate how an entity would apply the
 scope guidance in paragraph 718-10-15-3
 to determine whether profits interest awards
 should be accounted for in accordance with
 ASC
Topic
718.
The
ASU
is
intended
to
 reduce complexity and diversity in practice.
be
by
the
of
this
ASU
 since the performance
share awards of
 the
to
meet
the
 requirements of ASC 718-10-15-3.

 Accounting Standards Updates Not Yet Adopted
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2023-09,
 Income Tax (Topic
740) -
 Improvements to Income
 Tax Disclosures
 The
FASB
ASU
2023-09
in
 December 2023,
which amends
ASC Topic

by
enhancing
 rate
reconciliation
and
requiring
the
 disclosure of
income taxes paid, income (or
 loss)
before
tax
and
tax
disaggregated
by
 national, state and foreign level. Disclosures
 that
no
longer
were
cost
 beneficial
or
were
removed
from
 ASC Topic 740.
 For fiscal years
 beginning on
is currently
 any
that
the
of
this
will
have
on
its
and
and
 disclosures.
 FASB ASU 2023-08,
 Intangibles - Goodwill and
 Other - Crypto Assets
 (Subtopic 350-60) -
 Accounting for and
 Disclosure of Crypto

 The
FASB
ASU
2023-08
in
2023,
which
amends
ASC
 Subtopic
350-60
by
requiring
that
crypto
are
measured
at
fair
value
in
the
 statement
of
each
with
from
 remeasurement
being
in
net
The
ASU
also
for
both
and
interim

to
investors
with
 relevant information
to
analyze and
 the
and
risk
of
 individual crypto asset holdings.
 The Corporation does not expect to be
 impacted by the adoption of this ASU
 since it does not hold crypto-assets.
 FASB ASU 2023-06,
 Disclosure Improvements -
 Codification Amendments
 in Response to the SEC's

 Disclosure Update and
 Simplification Initiative
 The FASB
issued ASU
2023-06 in
October
 2023
which
modifies
the
or
of
 subtopics
in
the
Codification
with
the
 purpose
of
aligning
U.S.
GAAP
with
those
of
the
SEC
under
 Regulation S-X and S-K.

 The date on which
 the SEC removes
 related disclosure
 requirements from
 Regulation S-X or
 Regulation S-K. If by
 June 30, 2027, the
 SEC has not
 removed the
 requirements from
 Regulation S-X or
 Regulation S-K, the
 pending content of
 the related
 amendment will be
 removed from the
 Codification and will
 not become

 effective for any
 entity.
be
by
the
of
this
ASU
 since
it
is
to
SEC's
and
 requirements under Regulation S-X and
 S-K.

 Accounting Standards Updates Not Yet Adopted
 Description
 Date of adoption
 Effect on the financial statements

 FASB ASU 2023-05,
 Business Combinations -
 Joint Venture Formations
 (Subtopic 805-60) -
 Recognition and initial
 The
FASB
ASU
2023-05
in
August
 2023, which
amends ASC
Subtopic 805-60
 to include specific
guidance about how
joint
 ventures
should
recognize
and
initially
 measure
contributed
and
 assumed.
The
amendments
that
a
 joint venture, upon formation, recognize and
 initially
measure
its
and
liabilities at
 fair value.
be
by
the
of
this
ASU
 but it
will consider this
guidance for the
of
and
of
newly
created
joint
 ventures.

 Note 4 - Restrictions on cash and due
from banks and certain securities
 BPPR is
required by
regulatory agencies
to maintain
average reserve
balances with
Reserve Bank
of New
York
(the
 "Fed") or
other banks.
Average reserve
balances in
BPPR amounted
to $
 2.6

billion at
2024 (December
-
 $
 2.7

billion). Cash and
due from banks,
as other highly
liquid securities, are
used to cover
these required average
 balances.

 At
31,
2024,
the
held
$

in
in
the
form
of
funds
deposited
in
money
 accounts, debt
securities available for
sale and
equity securities (December
- $

The restricted
assets held
in
 debt securities available for
sale and equity securities
consist primarily of assets
held for the Corporation's
non-qualified retirement
 plans and fund deposits guaranteeing possible liens
or encumbrances over the title of insured properties.

 Note 5 – Debt securities available-for-sale

 The
tables
the
cost,
gross
gains
and
fair
value,
yield
and
 contractual maturities of debt securities available-for-sale
at December 31, 2024 and December 31,
2023.

 Gross
 Gross
 Fair

 cost
 gains

 value
 yield
 $
 10,555,397
 $
 1,282
 $
 46,275
 $
 10,510,404
 3.33
 %
 2,547,936
 63,381
 2,484,706
 3.07
 13,103,333
 1,433
 109,656
 12,995,110
 3.28
 Collateralized mortgage obligations - federal agencies
 10,538
 -
 10,193
 1.53
 15,334
 -
 14,430
 2.24
 104,168
 8,639
 95,661
 2.76
mortgage obligations - federal agencies
 130,040
 9,888
 120,284
 2.60
 Mortgage-backed securities - federal agencies
 -
 1.65
 79,542
 2,700
 76,850
 2.35
 733,506
 45,078
 688,510
 2.37
 5,468,448
 1,106,657
 4,362,128
 1.67
 Total mortgage-backed
securities - federal agencies
 6,282,272
 1,154,440
 5,128,259
 1.75
 Other
 -
 -
 5.00
 1,750
 -
 -
 1,750
 5.50
 Total other

 2,250
 -
 -
 2,250
 5.39
 [1]
 $
 19,517,895
 $
 1,992
 $
 1,273,984
 $
 2.78
 %
 [1]

 13.9

billion pledged to secure government and trust deposits, assets
sold under agreements to repurchase, credit facilities
and loan
 servicing agreements that the secured parties are not permitted
to sell or repledge the collateral, of which $
 12.9

billion serve as collateral for
 public funds.
The Corporation had unpledged Available
for Sale securities with a fair value of
$
 4.3

billion that could be used to increase its
 borrowing facilities.

 Gross

 Gross

 Fair

 cost
 gains

 value
 yield

 $
 7,103,518
 $
 $
 59,415
 $
 7,044,629
 3.51
 %
 3,598,209
 170,209
 3,428,084
 1.35
 307,512
 -
 33,164
 274,348
 1.63
 11,009,239
 262,788
 10,747,061
 2.75
 Collateralized mortgage obligations - federal agencies
 17,899
 -
 17,061
 1.55
 20,503
 1,321
 19,184
 2.28
 108,280
 9,868
 98,441
 2.54
mortgage obligations - federal agencies
 146,682
 12,027
 134,686
 2.38
 Mortgage-backed securities - federal agencies
 -
 3.72
 82,310
 3,536
 78,785
 2.34
 792,431
 48,250
 744,256
 2.28
 6,067,353
 1,046,909
 5,021,111
 1.64
 Total mortgage-backed
securities - federal agencies
 6,942,731
 1,098,698
 5,844,786
 1.72
 Other
 1,011
 -
 -
 1,011
 4.00
 1,500
 -
 -
 1,500
 8.50
 Total other

 2,511
 -
 -
 2,511
 6.69
 [1]
 $
 18,101,163
 $
 1,394
 $
 1,373,513
 $
 2.35
 %
 [1]

billion pledged to secure government and trust deposits,
assets sold under agreements to repurchase, credit facilities
and loan
 servicing agreements that the secured parties are not permitted
to sell or repledge the collateral, of which $
 11.1

billion serve as collateral for
 public funds. The Corporation had unpledged Available
for Sale securities with a fair value of
$
 4.6

billion that could be used to increase its
 borrowing facilities.

 The weighted
average yield
on debt
securities available-for-sale
on amortized
cost; therefore,
it
give
effect to
 changes in fair value.
 Securities
not
due
on
a
maturity
date,
such
as
and
 obligations, are classified
in the period
of final contractual
maturity. The
expected maturities of
collateralized mortgage obligations,
 mortgage-backed securities and certain other securities may
differ from their contractual maturities
because they may be subject to
 prepayments or may be called by the issuer.
 The following table presents the
aggregate amortized cost and fair value of
debt securities available-for-sale at December 31, 2024
 by contractual maturity.

 Amortized cost

 $
 10,556,673
 $
 10,511,675
 2,639,766
 2,573,499
 748,840
 702,940
 5,572,616
 4,457,789
 $
 19,517,895
 $

 At December 31, 2024,
the Corporation did not intend
to sell or believed
it was more likely than
not that it would be
required to sell
 debt
as
available-for-sale.
There
were
no
debt
sold
the
years
ended
 December 31, 2024, December 31, 2023 and December
31, 2022.

 The
tables
the
fair
value
and
gross
of
debt
available-for-sale,
 aggregated by investment category
and length of time
that individual securities have been
in a continuous unrealized loss
position,
 at December 31, 2024 and 2023.

 Less than 12 months
 12 months or more
 Total
 Gross
 Gross
 Gross
 Fair

 Fair

 Fair

 value

 value

 value

 $
 2,309,894
 $
 24,646
 $
 3,638,092
 $
 85,010
 $
 5,947,986
 $
 109,656
 Collateralized mortgage obligations - federal agencies

 4,878
 102,160
 9,861
 107,038
 9,888
 Mortgage-backed securities -federal agencies
 70,777
 3,175
 5,031,414
 1,151,265
 5,102,191
 1,154,440
available-for-sale in an unrealized loss position

 $
 2,385,549
 $
 27,848
 $
 8,771,666
 $
 1,246,136
 $
 11,157,215
 $
 1,273,984

 Less than 12 months
 12 months or more
 Total
 Gross
 Gross
 Gross
 Fair

 Fair

 Fair

 value

 value

 value

 $
 244,925
 $
 5,126
 $
 6,550,941
 $
 257,662
 $
 6,795,866
 $
 262,788
 Collateralized mortgage obligations - federal agencies

 5,234
 124,930
 11,992
 130,164
 12,027
 Mortgage-backed securities - federal agencies
 37,118
 5,779,260
 1,098,293
 5,816,378
 1,098,698
available-for-sale in an unrealized loss position

 $
 287,277
 $
 5,566
 $
 12,455,131
 $
 1,367,947
 $
 12,742,408
 $
 1,373,513

 As of December 31, 2024, the portfolio of available-for-sale
debt securities reflects gross unrealized losses of $
 1.3

billion (December
 31,
2023 -
$
 1.4

billion), driven
mainly by
mortgage-backed securities,
which have
been impacted
by a
decline in
as a
 result of the rising interest rate environment.
The portfolio of available-for-sale debt securities is comprised mainly of U.S Treasuries
 and
from
the
U.S.
Government, its
or
government sponsored
entities,
including Federal
National
 Association
("FNMA"),
Home
Loan
("FHLMC")
and
National
Association
 ("GNMA").
These
carry
an
explicit
or
implicit
from
the
U.S.
Government,
are
rated
by
major
 agencies, and have a long history of no credit
losses. Accordingly, the Corporation applies a zero-credit loss assumption.

 Note 6 –Debt securities held-to-maturity

 The following tables present the amortized cost, allowance for
credit losses,
gross unrealized gains and losses, fair value, weighted
 average yield and contractual maturities of debt securities
held-to-maturity at December 31, 2024 and
2023.

 Value

 Gross

 Gross

 Book
 [1]
 for Credit
 Net of

 Fair

 cost
 Value
 Losses
 gains

 value
 yield

 $
 599,910
 $
 599,910
 $
 -
 $
 599,910
 $
 -
 $
 4,498
 $
 595,412
 2.76
 %
 7,572,435
 7,093,508
 -
 7,093,508
 -
 65,096
 7,028,412
 1.28
 8,172,345
 7,693,418
 -
 7,693,418
 -
 69,594
 7,623,824
 1.39
 Obligations of Puerto Rico, States and
 political subdivisions
 2,440
 2,440
 2,435
 -
 2,438
 6.39
 16,454
 16,454
 16,374
 16,341
 3.69
 -
 5.81
 37,633
 37,633
 5,210
 32,423
 2,318
 2,596
 32,145
 1.42
 Total obligations of
Puerto Rico, States and
 political subdivisions
 57,182
 57,182
 5,317
 51,865
 2,388
 2,676
 51,577
 2.34
 Collateralized mortgage obligations - federal
 1,518
 1,518
 -
 1,518
 -
 1,304
 2.87
mortgage obligations -
 federal agencies
 1,518
 1,518
 -
 1,518
 -
 1,304
 2.87
 Securities in wholly owned statutory business
 trusts
 5,959
 5,959
 -
 5,959
 -
 -
 5,959
 6.33
 Total securities
in wholly owned statutory
 business trusts
 5,959
 5,959
 -
 5,959
 -
 -
 5,959
 6.33
held-to-maturity [2]
 $
 8,237,004
 $
 7,758,077
 $
 5,317
 $
 7,752,760
 $
 2,388
 $
 72,484
 $
 7,682,664
 1.40
 %
 [1]
 Book value includes $

million of net unrealized loss which remains in
Accumulated other comprehensive (loss) income
(AOCI) related to
 certain securities previously transferred from available-for-sale
securities portfolio to the held-to-maturity securities portfolio.
 [2]
 7.6

billion pledged to secure public and trust deposits that
the secured parties are not permitted to sell or repledge
the collateral.
The
 Corporation had unpledged held-to-maturities securities with
a fair value of $
 139.9

million that could be used to increase its borrowing
facilities.

 Value

 Gross

 Gross

 Book
 [1]
 for Credit
 Net of
 Fair

 cost
 Value
 Losses
 gains

 value
 yield

 $
 597,768
 $
 597,768
 $
 -
 $
 597,768
 $
 -
 $
 7,526
 $
 590,242
 2.58
 %
 7,971,072
 7,335,159
 -
 7,335,159
 21,996
 7,313,800
 1.39
 211,061
 188,484
 -
 188,484
 -
 188,297
 1.50
 8,779,901
 8,121,411
 -
 8,121,411
 29,709
 8,092,339
 1.47
 Obligations of Puerto Rico, States and
 political subdivisions
 `
 4,820
 4,820
 4,811
 -
 4,814
 6.17
 20,171
 20,171
 20,024
 19,995
 3.80
 -
 5.80
 39,572
 39,572
 5,596
 33,976
 2,814
 2,766
 34,024
 1.41
 Total obligations of
Puerto Rico, States and
 political subdivisions
 65,408
 65,408
 5,780
 59,628
 2,941
 2,891
 59,678
 2.55
 Collateralized mortgage obligations - federal
 -
 -
 -
 6.44
 1,543
 1,543
 -
 1,543
 -
 1,395
 2.87
mortgage obligations -
 federal agencies
 1,556
 1,556
 -
 1,556
 -
 1,408
 2.90
 Securities in wholly owned statutory business
 trusts
 5,960
 5,960
 -
 5,960
 -
 -
 5,960
 6.33
 Total securities
in wholly owned statutory
 business trusts
 5,960
 5,960
 -
 5,960
 -
 -
 5,960
 6.33
held-to-maturity [2]
 $
 8,852,825
 $
 8,194,335
 $
 5,780
 $
 8,188,555
 $
 3,578
 $
 32,748
 $
 8,159,385
 1.48
 %
 [1]
 Book value includes $

million of net unrealized loss which remains in Accumulated
other comprehensive (loss) income (AOCI)
related to certain
 securities transferred from available-for-sale securities
portfolio to the held-to-maturity securities portfolio.
 [2]
 8.1

billion pledged to secure public and trust deposits that
the secured parties are not permitted to sell or repledge
the collateral. The
 Corporation had unpledged held-to-maturities securities with
a fair value of
$
 67.3

million that could be used to increase its borrowing
facilities.

 Securities not due
on a single
contractual maturity date,
such as collateralized
mortgage obligations, are classified
period of
 final contractual maturity. The
expected maturities of collateralized mortgage obligations and certain other securities may differ from
 their contractual maturities because they may be
subject to prepayments or may be called by
the issuer.

table presents the
aggregate amortized cost
and fair value
of debt securities
held-to-maturity at December
 by contractual maturity.

 Amortized cost

 Book Value
 $
 602,350
 $
 602,350
 $
 597,850
 7,588,889
 7,109,962
 7,044,753
 6,614
 6,614
 6,612
 39,151
 39,151
 33,449
 $
 8,237,004
 $
 7,758,077
 $
 7,682,664

 Credit Quality Indicators
 The following describes the credit quality indicators by major security
type that the Corporation considers to develop the
estimate of
 the allowance for credit losses for investment securities
held-to-maturity.
 As discussed in Note
2 to the
Consolidated Financial Statement,
carry an explicit guarantee
from the U.S.
 Government are
highly rated
by major
rating agencies
and have
a
long
history of
no credit
losses. Accordingly,
the
 applies a zero-credit loss assumption and no allowance
for credit losses ("ACL") for these securities
has been established.

 At December 31, 2024 and December 31, 2023, the "Obligations
of Puerto Rico, States and political subdivisions" classified
as held-
 to-maturity,
includes securities
issued by
municipalities of
generally not
rated by
a credit
rating agency.
This
 includes $

million of general and special obligation bonds issued by three municipalities of Puerto Rico, that
are payable primarily
 from
property
taxes
imposed
by
the
issuing
municipality
(December
31,
2023
-
$

In
the
case
of
 obligations, they
also benefit
from a
pledge of
the full
faith, credit
and unlimited
taxing power
issuing municipality,
which is
 required by law to levy property taxes in an amount sufficient for the payment of
debt service on such general obligation bonds. The
 Corporation performs periodic credit quality
reviews of these securities and internally
assigns standardized credit risk ratings based
 on its evaluation. The
Corporation considers these ratings in
its estimate to develop the
allowance for credit losses
 these
For
the
definitions
of
the
obligor
risk
ratings,
refer
to
the
Quality
of
Note
to
the
 Financial Statements.
 The
the
cost
basis
of
held
by
the
by
municipalities
of
Rico
 aggregated by the internally assigned standardized
credit risk rating:

 Securities issued by Puerto Rico municipalities
 Watch
 $
 1,555
 $
 2,255
 Pass
 11,060
 16,565
 Total
 $
 12,615
 $
 18,820

the portfolio
of "Obligations
of Puerto
Rico, States
and political
subdivisions" also
includes $

by
the
Rico
Housing
Finance
Authority
("HFA"),
a
instrumentality,
for
which
the
 source of payment is second mortgage loans in Puerto Rico
residential properties (not the government), but for which HFA, provides
 a guarantee
event of default
and upon the
satisfaction of certain
other conditions (December
31, 2023 -
$

million). These
 securities are not rated by a credit rating agency.

 The
assesses
the
risk
with
these
by
the
refreshed
FICO
scores
of
a
 representative sample
underlying borrowers.
As of
average refreshed
FICO score
sample,
 comprised
of
 %
of
the
nominal
value
of
the
used
for
the
loss
was
of

(compared
to
 %
and
,
 respectively, at
December 31, 2023).
The loss estimates
for this portfolio
was based on
the methodology established
under CECL
 for
loan
obligations.
The
does
not
consider
the
when
the
 associated with this portfolio.
 A
 deterioration of
Rico economy
or
of
the fiscal
health of
the
Government of
and/or
its
 (including if any
of the issuing municipalities
become subject to a
debt restructuring proceeding under
PROMESA) could adversely
 affect the value of these securities, resulting in losses to
the Corporation.

Note 23
 for additional
exposure to
 Rico Government.
2024 and December
31, 2023, the
portfolio of "Obligations
of Puerto Rico,
States and political
subdivisions" also
$

in securities
HFA
for
underlying source
of
is U.S.
The
 Corporation applies a
 zero
 -credit loss assumption for
these securities, and no
ACL has been
established for these securities
given
 that U.S. Treasury
securities carry an
explicit guarantee from the
U.S. Government, are
highly rated by
major rating agencies,
and
 have a long history of no credit losses. Refer
to Note 2 to the Consolidated Financial Statements
for further details.

 Delinquency status
 At December 31, 2024 and December 31, 2023,
there were
 no

securities held-to-maturity in past due or non-performing
status.

 Allowance for credit losses on debt securities held-to-maturity
 The following table provides the
activity in the allowance for
credit losses related to debt
securities held-to-maturity by security type
 at
December 31, 2024 and December 31, 2023:

 For the year ended December 31,

 2024
 2023
 Obligations of Puerto Rico, States and political subdivisions
 Allowance for credit losses:
 Beginning balance
 $
 5,780
 $
 6,911
 Provision for credit losses (benefit)
 ( 463)
 ( 1,131)
 Securities charged-off
 -
 -
 -
 -
 $
 5,317
 $
 5,780

 The
for
for
the
Obligations
of
Rico,
and
political
$
 0.1

for
 securities issued by municipalities of
Puerto Rico, and $
 5.2

million for bonds issued by
the Puerto Rico HFA,
which are secured by
 second mortgage loans on
Puerto Rico residential properties (compared to
$
 0.2

 5.6

million, respectively, at
 31, 2023).

 Note 7 – Loans

 For a summary of the
accounting policies related to loans, interest recognition
and allowance for credit losses refer to
Note 2 to the
 Consolidated Financial Statements.

 The following table presents the Corporation's loan
purchases (including repurchases) for the years ended December 31,
 2023 by class of loans:

 For the years ended December 31,

 2024
 2023
 $
 296,201
 $
 265,613
 378,573
 384,851
 -
 127,077
 $
 674,774
 $
 777,541

 The following table presents the Corporation's whole-loan
sales for the years ended December 31, 2024
and 2023 by class of loans:

 For the years ended December 31,

 2024
 2023
 $
 25,155
 $
 82,651
 16,656
 -
 44,680
 49,739
 -
 45,119
 $
 86,491
 $
 177,509

the
year
ended
2024,
the
Corporation securitized

of
loans
into
GNMA
 mortgage-backed securities
and $

into FNMA
mortgage-backed securities, compared
to $

million and
 $

million, respectively, during the year ended December 31, 2023.

 Delinquency status
 The following tables present the
amortized cost basis of loans
held-in-portfolio ("HIP"), net of unearned
income, by past due status,
 and by loan class including those that are in non-performing status or that are accruing
interest but are past due 90 days or more at
 December 31, 2024 and December 31, 2023.

 BPPR
 30-59
 60-89
 Total

 days
 days
 loans
 loans
 $
 1,491
 $
 $
 $
 1,683
 $
 306,318
 $
 308,001
 $
 $
 -
 3,103
 6,429
 10,118
 3,236,385
 3,246,503
 6,429
 -
 11,054
 25,258
 37,120
 1,338,791
 1,375,911
 25,258
 -
 5,738
 2,712
 23,895
 32,345
 5,314,549
 5,346,894
 19,335
 4,560
 1,039
 -
 -
 1,039
 211,251
 212,290
 -
 -
 262,222
 116,694
 365,759
 744,675
 6,065,206
 6,809,881
 158,442
 207,317
 23,991
 6,062
 9,588
 39,641
 1,885,764
 9,588
 -
 17,399
 11,719
 59,078
 1,158,975
 1,218,053
 -
 -
 1,895
 2,040
 -
 -
 19,503
 13,005
 20,269
 52,777
 1,697,600
 1,750,377
 20,269
 -
 Auto
 111,358
 27,858
 191,008
 3,632,429
 -
 Other
 1,816
 1,312
 3,405
 156,824
 160,229
 Total
 $
 458,730
 $
 179,963
 $
 534,341
 $
 1,173,034
 $
 25,005,987
 $
 26,179,021
 $
 292,091
 $
 242,250

 30-59
 60-89
 Total

 days
 days
 loans
 loans
 $
 -
 $
 5,443
 $
 8,700
 $
 14,143
 $
 2,077,476
 $
 2,091,619
 $
 8,700
 $
 -
 6,792
 -
 8,015
 14,807
 2,101,925
 2,116,732
 8,015
 -
 -
 -
 5,191
 5,191
 1,776,644
 1,781,835
 5,191
 -
 10,336
 5,323
 1,938
 17,597
 2,377,071
 2,394,668
 1,748
 -
 -
 -
 -
 1,051,502
 1,051,502
 -
 -
 18,148
 5,417
 29,890
 53,455
 1,250,847
 1,304,302
 29,890
 -
 -
 -
 -
 -
 -
 -
 Home equity lines of
 3,393
 4,909
 66,622
 71,531
 3,393
 -
 1,808
 1,509
 1,741
 5,058
 99,809
 104,867
 1,741
 -
 Other
 -
 11,024
 11,549
 -
 Total
 $
 38,128
 $
 18,678
 $
 58,879
 $
 115,685
 $
 10,812,946
 $
 10,928,631
 $
 58,689
 $

 30-59
 60-89
 Total
 days
 days
 [2] [3]
 loans
 loans
 $
 1,491
 $
 5,556
 $
 8,779
 $
 15,826
 $
 2,383,794
 $
 $
 8,779
 $
 -
 9,895
 14,444
 24,925
 5,338,310
 14,444
 -
 11,054
 30,449
 42,311
 3,115,435
 30,449
 -
 16,074
 8,035
 25,833
 49,942
 7,691,620
 21,083
 4,750
 1,039
 -
 -
 1,039
 1,262,753
 -
 -
 [1]
 280,370
 122,111
 395,649
 798,130
 7,316,053
 188,332
 207,317
 23,991
 6,062
 9,588
 39,641
 1,885,764
 9,588
 -
 17,399
 11,719
 59,078
 1,159,001
 -
 1,115
 3,393
 5,054
 68,517
 3,393
 -
 21,311
 14,514
 22,010
 57,835
 1,797,409
 22,010
 -
 Auto
 111,358
 27,858
 191,008
 3,632,429
 -
 Other
 2,330
 1,323
 3,930
 167,848
 Total
 $
 496,858
 $
 198,641
 $
 593,220
 $
 1,288,719
 $
 35,818,933
 $
 37,107,652
 $
 350,780
 $
 242,440

 [1]
 At December 31, 2024, mortgage loans held-in-portfolio
include $
 2.6

billion of loans that carry certain guarantees from
the FHA or the VA, for
 which the Corporation's policy is to exclude them
from non-performing status, of which $

million are 90 days or more past due. The portfolio
of
 guaranteed loans includes $

million of residential mortgage loans in Puerto Rico that
are no longer accruing interest as of December 31,
2024.
 The Corporation has approximately $

million in reverse mortgage loans in Puerto Rico which
are guaranteed by FHA, but which are currently
 not accruing interest at December 31, 2024.
 [2]
 Loans held-in-portfolio are net of $

million in unearned income and exclude $

million in loans held-for-sale.
 [3]
 16.8

billion pledged to secure credit facilities and public funds
that the secured parties are not permitted to sell or repledge
the collateral,
 of which $
 7.3

billion were pledged at the Federal Home Loan Bank
("FHLB") as collateral for borrowings and $
 9.5

billion at the Federal Reserve
 Bank ("FRB") for discount window borrowings. As of December
31, 2024, the Corporation had an available borrowing
facility with the FHLB and
 the discount window of Federal Reserve Bank of New York
of $
 3.8

.0 billion, respectively.

 BPPR
 30-59
 60-89

 Total

days

days
 loans
 loans
 $
 $
 -
 $
 1,991
 $
 2,515
 $
 289,427
 $
 291,942
 $
 1,991
 $
 -
 5,510
 8,745
 14,332
 2,990,922
 3,005,254
 8,745
 -
 2,726
 29,430
 32,405
 1,365,978
 1,398,383
 29,430
 -
 6,998
 3,352
 36,210
 46,560
 4,749,666
 4,796,226
 32,826
 3,384
 -
 -
 6,378
 6,378
 163,479
 169,857
 6,378
 -
 260,897
 114,282
 416,528
 791,707
 5,600,117
 6,391,824
 175,106
 241,422
 20,140
 6,719
 8,632
 35,491
 1,696,318
 8,632
 -
 13,243
 9,912
 23,281
 46,436
 1,089,292
 1,135,728
 -
 23,281
 -
 2,392
 2,648
 -
 19,065
 14,611
 19,031
 52,707
 1,723,603
 1,776,310
 19,031
 -
 Auto
 100,061
 27,443
 173,119
 3,487,661
 -
 Other
 1,641
 1,213
 3,058
 147,104
 150,162
 Total
 $
 431,035
 $
 176,849
 $
 597,080
 $
 1,204,964
 $
 23,305,959
 $
 24,510,923
 $
 328,718
 $
 268,362

 30-59
 60-89

 Total

days

days
 loans
 loans
 $
 9,141
 $
 2,001
 $
 -
 $
 11,142
 $
 2,112,536
 $
 2,123,678
 $
 -
 $
 -
 1,036
 1,117
 2,719
 2,079,448
 2,082,167
 1,117
 -
 30,560
 -
 6,274
 36,834
 1,645,418
 1,682,252
 6,274
 -
 7,815
 3,881
 12,393
 2,317,502
 2,329,895
 3,772
 -
 -
 -
 -
 789,423
 789,423
 -
 -
 48,818
 7,821
 11,191
 67,830
 1,236,263
 1,304,093
 11,191
 -
 -
 -
 -
 -
 -
 -
 1,472
 3,733
 5,209
 58,096
 63,305
 3,733
 -

 2,222
 1,948
 2,805
 6,975
 161,962
 168,937
 2,805
 -
 Other
 -
 10,274
 10,279
 -
 Total
 $
 100,598
 $
 13,507
 $
 29,002
 $
 143,107
 $
 10,410,941
 $
 10,554,048
 $
 28,893
 $

 30-59
 60-89

 Total

days

days
 [2]
 [3]
 loans
 loans
 $
 9,665
 $
 2,001
 $
 1,991
 $
 13,657
 $
 2,401,963
 $
 $
 1,991
 $
 -
 6,076
 1,113
 9,862
 17,051
 5,070,370
 9,862
 -
 33,286
 35,704
 69,239
 3,011,396
 35,704
 -
 14,813
 4,049
 40,091
 58,953
 7,067,168
 36,598
 3,493
 -
 -
 6,378
 6,378
 952,902
 6,378
 -
 [1]
 309,715
 122,103
 427,719
 859,537
 6,836,380
 186,297
 241,422
 20,140
 6,719
 8,632
 35,491
 1,696,318
 8,632
 -
 13,243
 9,912
 23,281
 46,436
 1,089,311
 -
 23,281
 1,702
 3,759
 5,465
 60,488
 3,733
 21,287
 16,559
 21,836
 59,682
 1,885,565
 21,836
 -
 Auto
 100,061
 27,443
 173,119
 3,487,661
 -
 Other
 1,645
 1,214
 3,063
 157,378
 Total
 $
 531,633
 $
 190,356
 $
 626,082
 $
 1,348,071
 $
 33,716,900
 $
 35,064,971
 $
 357,611
 $
 268,471

 [1]
 At December 31, 2023, mortgage loans held-in-portfolio
include $
 2.2

billion of loans that carry certain guarantees from
the FHA or the VA, for
 which the Corporation's policy is to exclude them
from non-performing status, of which $

million are 90 days or more past due. The portfolio
of
 guaranteed loans includes $

million of residential mortgage loans in Puerto
Rico that are no longer accruing interest as of December
 The Corporation has approximately $

million in reverse mortgage loans in Puerto Rico which
are guaranteed by FHA, but which are currently
 not accruing interest at December 31, 2023.
 [2]
 Loans held-in-portfolio are net of $

million in unearned income and exclude $

million in loans held-for-sale.
 [3]
 14.2

billion pledged to secure credit facilities and public funds
that the secured parties are not permitted to sell or repledge
the collateral,
 of which $
 7.0

billion were pledged at the FHLB as collateral for borrowings
and $
 7.2

billion at the FRB for discount window borrowings. As
of
 December 31, 2023, the Corporation had an available borrowing
facility with the FHLB and the discount window
of FRB of $
 3.5

 4.4
 billion, respectively.

 Recognition of interest income on mortgage loans is generally discontinued when loans are 90 days or more in arrears on payments
 of principal or interest. The Corporation discontinues the recognition of interest income on residential mortgage loans insured by the
 FHA or guaranteed by the VA when 15 months
delinquent as to principal or interest, since the principal repayment on these loans is
 insured.
 Loans with
a delinquency
status of
as of
2024 include
$

loans previously
pooled into
 GNMA securities (December 31, 2023 -
$

million). Under the GNMA program, issuers
such as BPPR have the
option but not the
 obligation to repurchase loans
that are 90
past due. For
accounting purposes, these loans
subject to the
are
required to
be
reflected on
the
financial statements
of BPPR
with
an
offsetting
liability.
Loans
in
our
serviced
GNMA
 portfolio benefit
from payment
forbearance programs
but continue
to reflect
the contractual
delinquency until
the borrower
repays
 deferred payments or completes a payment deferral
modification or other borrower assistance alternative.

 The components of the net financing leases,
including finance leases within the C&I category,
receivable at December 31, 2024 and
 2023 were as follows:

 2024
 2023
 Total minimum lease
payments
 $
 1,676,763
 $
 1,499,230
 Estimated residual value of leased property
 774,752
 685,757
 Deferred origination costs, net of fees
 29,398
 25,634
 Less - Unearned financing income
 403,273
 351,026
 Net minimum lease payments
 2,077,640
 1,859,595
 Less - Allowance for credit losses
 17,691
 10,920
 Net minimum lease payments, net of allowance for credit losses
 $
 2,059,949
 $
 1,848,675

 At December 31, 2024, future minimum lease payments
are expected to be received as follows:

 2025
 $
 139,158
 2026
 207,752
 2027
 295,401
 2028
 375,569
 2029
 449,839
 2030 and thereafter
 209,044
 Total
 $
 1,676,763

 The following tables present the amortized cost basis
of non-accrual loans as of December 31, 2024
and December 31, 2023 by
 class of loans:

 BPPR
 with
 with
 with
 $
 -
 $
 $
 8,700
 $
 -
 $
 8,700
 $
 3,450
 2,979
 7,115
 10,565
 3,879
 17,767
 7,491
 4,957
 22,724
 7,725
 9,020
 10,315
 -
 1,748
 9,020
 12,063
 66,176
 92,266
 1,069
 28,821
 67,245
 121,087
 9,088
 -
 -
 9,088

 -
 -
 -
 3,393
 -
 3,393

 2,960
 17,309
 -
 1,741
 2,960
 19,050

Auto

 1,992
 49,800
 -
 -
 1,992
 49,800

Other
 -
 -
 -
 Total
 $
 101,865
 $
 190,226
 $
 21,841
 $
 36,848
 $
 123,706
 $
 227,074

 BPPR
 with
 with
 with
 $
 -
 $
 1,991
 $
 -
 $
 -
 $
 -
 $
 1,991
 3,695
 5,050
 -
 1,117
 3,695
 6,167
 20,432
 8,998
 3,877
 2,397
 24,309
 11,395
 6,991
 25,835
 -
 3,772
 6,991
 29,607
 -
 6,378
 -
 -
 -
 6,378
 84,677
 90,429
 11,071
 84,797
 101,500
 8,151
 -
 -
 8,151

 -
 -
 -
 3,733
 -
 3,733

 3,589
 15,442
 -
 2,805
 3,589
 18,247

Auto

 1,833
 43,782
 -
 -
 1,833
 43,782

Other
 -
 Total
 $
 121,961
 $
 206,757
 $
 3,997
 $
 24,896
 $
 125,958
 $
 231,653

 The Corporation has
designated loans classified as
collateral dependent for
which the ACL
is measured based
on the fair
 the collateral less
cost to sell,
when foreclosure is
probable or when
the repayment is
expected to be
provided substantially by the
 sale or
operation of
the collateral
borrower is
experiencing financial
difficulty.
The fair
the collateral
on
 appraisals,
which
may
be
due
to
their
age,
type,
location,
and
of
the
property
or
area
or
 conditions to reflect the expected change in value between the effective date
of the appraisal and the measurement date. Appraisals
 are updated every one to two years depending on
the type of loan and the total exposure of
the borrower.
 Loans in non-accrual status with no
allowance at December 31, 2024 include
$

million in collateral dependent loans (December
 31, 2023 - $

million). The Corporation recognized $

million in interest income on
non-accrual loans in each of
the years ended
 December 31, 2024 and December 31, 2023.

 The following tables present the amortized cost basis
of collateral-dependent loans, for which the ACL was measured
based on the
 fair value of the collateral less cost to sell, by class
of loans and type of collateral as of December
31, 2024 and December 31, 2023:

 Real Estate
 Auto
 Equipment
 Other
 Total
 BPPR
 $
 1,278
 $
 -
 $
 -
 $
 -
 $
 1,278
 145,974
 -
 -
 -
 145,974
 23,361
 -
 -
 -
 23,361
 2,754
 -
 -
 11,593
 14,347
 -
 -
 -
 77,910
 -
 -
 -
 77,910
 -
 1,437
 -
 1,438
 3,347
 -
 -
 -
 3,347
 Auto
 -
 15,782
 -
 -
 15,782
 Other
 -
 -
 -
 Total BPPR
 $
 255,200
 $
 17,219
 $
 $
 11,609
 $
 284,029
 $
 14,517
 $
 -
 $
 -
 $
 -
 $
 14,517
 7,116
 -
 -
 -
 7,116
 4,956
 -
 -
 -
 4,956
 -
 -
 1,154
 1,172
 1,430
 -
 -
 -
 1,430
 Total Popular U.S.
 $
 28,019
 $
 -
 $
 $
 1,154
 $
 29,191
 $
 15,795
 $
 -
 $
 -
 $
 -
 $
 15,795
 153,090
 -
 -
 -
 153,090
 28,317
 -
 -
 -
 28,317
 2,754
 -
 12,747
 15,519
 -
 -
 -
 79,340
 -
 -
 -
 79,340
 -
 1,437
 -
 1,438
 3,347
 -
 -
 -
 3,347
 Auto
 -
 15,782
 -
 -
 15,782
 Other
 -
 -
 -
Inc.
 $
 283,219
 $
 17,219
 $
 $
 12,763
 $
 313,220

 Real Estate
 Auto
 Equipment
 Other
 Total
 BPPR
 $
 1,339
 $
 -
 $
 -
 $
 -
 $
 1,339
 160,555
 -
 -
 -
 160,555
 25,848
 -
 -
 -
 25,848
 1,103
 -
 -
 30,287
 31,390
 6,378
 -
 -
 -
 6,378
 85,113
 -
 -
 -
 85,113
 -
 1,373
 -
 -
 1,373
 4,338
 -
 -
 -
 4,338
 Auto
 -
 12,965
 -
 -
 12,965
 Other
 -
 -
 -
 Total BPPR
 $
 284,674
 $
 14,338
 $
 -
 $
 30,592
 $
 329,604
 $
 3,877
 $
 -
 $
 -
 $
 -
 $
 3,877
 -
 -
 5,990
 -
 -
 -
 5,990
 1,303
 -
 -
 -
 1,303
 Total Popular U.S.
 $
 11,170
 $
 -
 $
 $
 $
 11,675
 $
 1,339
 $
 -
 $
 -
 $
 -
 $
 1,339
 160,555
 -
 -
 -
 160,555
 29,725
 -
 -
 -
 29,725
 1,103
 -
 30,687
 31,895
 12,368
 -
 -
 -
 12,368
 86,416
 -
 -
 -
 86,416
 -
 1,373
 -
 -
 1,373
 4,338
 -
 -
 -
 4,338
 Auto
 -
 12,965
 -
 -
 12,965
 Other
 -
 -
 -
Inc.
 $
 295,844
 $
 14,338
 $
 $
 30,992
 $
 341,279

 Purchased Credit Deteriorated (PCD) Loans

 The Corporation has purchased loans during
the year for which there was, at acquisition, evidence
of more than insignificant
 deterioration of credit quality since origination. The
carrying amount of those loans is as follows:

 Purchase price of loans at acquisition
 $
 $
 Allowance for credit losses at acquisition
 Non-credit discount / (premium) at acquisition
 -
 Par value of acquired loans at acquisition
 $
 $

 Note 8 – Allowance for credit losses – loans

 The
 Corporation follows
the current
expected credit
loss ("CECL")
model, to
establish and
evaluate the
adequacy of
the ACL
to
 provide for
expected losses
loan portfolio.
This model
establishes a forward-looking
methodology that
reflects the
 credit losses over the lives of financial assets, starting when such
assets are first acquired or originated. In addition, CECL provides
 that
the
initial ACL
on PCD
assets be
recorded as
an
increase to
the
purchase price,
with subsequent
changes to
the
as
a
loss
expense.
The
for
in
is
based
on
this
 methodology.
Loan losses
are charged,
and recoveries
are credited
ACL. The
Corporation's modeling
framework includes
 competing risk
models that
generate lifetime
default and
prepayment estimates as
other loan
level techniques
to estimate
 loss
severity.
These
combine
risk
which
the
of
loan
modifications,
with
 expectations to derive the lifetime expected loss.

 As part of the Corporation's model governance procedures, a
new model was implemented during the fourth quarter of 2024 for
the
 P.R.
commercial real
estate non-owner occupied
segment. The new
model revisits the
selection of macroeconomic
and loan level
 variables to
address the underlying
risks of the
loan segment. The
new model
yielded a
reduction of $
 13.5

million in BPPR's
ACL
the
fourth
quarter of
2024. Continued
strength
Rico
labor
and stable
metrics
for
this
 contributed in the reduction in reserves.
 At
31,
2024,
the
the
ACL
by
weighting
the
outputs
of
optimistic,
baseline,
and
pessimistic
 scenarios. Among
the three
scenarios used
to estimate
the ACL,
the baseline
is assigned
the highest
probability,
followed by
the
 pessimistic
scenario
given
the
uncertainties
in
the
outlook
and
downside
risk.
The
weightings
are
to
 evaluation on
a quarterly
basis as
the ACL's
governance process. The
Corporation evaluates, at
least on
an annual
 the
tied
to
the
CECL
framework.
These
the
and
supportable
as
well
as
the
 reversion window.

 The
tables
the
in
the
ACL
of
loans
and
unfunded
commitments
for
the
years
ended
 December 31, 2024 and 2023.

 BPPR
 Allowance for
 credit losses -
 PCD Loans
 Charge-off
 $
 3,614
 $
 ( 834)
 $
 -
 $
 -
 $
 $
 2,783
 53,754
 ( 9,630)
 -
 ( 128)
 44,852
 40,637
 ( 4,196)
 -
 ( 2,793)
 3,707
 37,355
 107,577
 40,418
 -
 ( 24,555)
 6,696
 130,136
 205,582
 25,758
 -
 ( 27,476)
 11,262
 215,126
 5,294
 ( 3,587)
 -
 -
 1,036
 2,743
 72,440
 ( 13,580)
 ( 1,084)
 15,091
 72,901
 9,708
 18,967
 -
 ( 16,975)
 4,719
 16,419
 78,024
 -
 ( 69,731)
 10,350
 99,130
 ( 45)
 -
 ( 380)
 101,181
 78,574
 -
 ( 98,669)
 10,210
 91,296
 Auto
 68,096
 -
 ( 85,400)
 25,368
 165,995
 Other
 7,132
 1,621
 -
 ( 2,801)
 1,050
 7,002
 346,834
 226,270
 -
 ( 256,981)
 47,354
 363,477
 $
 639,858
 $
 253,828
 $
 $
 ( 302,516)
 $
 79,462
 $
 670,666
 $
 5,062
 $
 1,663
 $
 -
 $
 -
 $
 -
 $
 6,725
 1,618
 -
 -
 -
 1,663
 $
 6,680
 $
 1,708
 $
 -
 $
 -
 $
 -
 $
 8,388
 [1]

 credit losses -
 $
 10,126
 $
 ( 3,243)
 $
 ( 441)
 $
 $
 6,453
 11,699
 ( 2,533)
 ( 54)
 9,642
 16,227
 ( 3,721)
 ( 154)
 12,473
 14,779
 4,304
 ( 3,978)
 15,870
 52,831
 ( 5,193)
 ( 4,627)
 1,427
 44,438
 7,392
 1,029
 -
 8,521
 10,774
 ( 1,381)
 ( 18)
 9,508
 1,875
 ( 1,181)
 ( 53)
 1,449
 16,609
 11,278
 ( 19,203)
 2,756
 11,440
 Other
 ( 101)
 18,486
 10,158
 ( 19,357)
 3,604
 12,891
 $
 89,483
 $
 4,613
 $
 ( 24,002)
 $
 5,264
 $
 75,358
 $
 1,851
 $
 ( 189)
 $
 -
 $
 -
 $
 1,662
 8,446
 ( 3,037)
 -
 -
 5,409
 ( 18)
 -
 -
 $
 10,326
 $
 ( 3,244)
 $
 -
 $
 -
 $
 7,082
 [1]

 Allowance for
 credit losses -
 PCD Loans
 $
 13,740
 $
 ( 4,077)
 $
 -
 $
 ( 441)
 $
 $
 9,236
 65,453
 ( 12,163)
 -
 ( 182)
 1,386
 54,494
 56,864
 ( 7,917)
 -
 ( 2,947)
 3,828
 49,828
 122,356
 44,722
 -
 ( 28,533)
 7,461
 146,006
 258,413
 20,565
 -
 ( 32,103)
 12,689
 259,564
 12,686
 ( 2,558)
 -
 -
 1,136
 11,264
 83,214
 ( 14,961)
 ( 1,102)
 15,224
 82,409
 9,708
 18,967
 -
 ( 16,975)
 4,719
 16,419
 78,024
 -
 ( 69,731)
 10,350
 99,130
 1,978
 ( 1,226)
 -
 ( 433)
 1,184
 1,503
 117,790
 89,852
 -
 ( 117,872)
 12,966
 102,736
 Auto
 68,096
 -
 ( 85,400)
 25,368
 165,995
 Other
 7,134
 1,682
 -
 ( 2,902)
 1,090
 7,004
 365,320
 236,428
 -
 ( 276,338)
 50,958
 376,368
 $
 $
 258,441
 $
 $
 ( 326,518)
 $
 84,726
 $
 $
 6,913
 $
 1,474
 $
 -
 $
 -
 $
 -
 $
 8,387
 10,064
 ( 2,992)
 -
 -
 -
 7,072
 ( 18)
 -
 -
 -
 $
 17,006
 $
 ( 1,536)
 $
 -
 $
 -
 $
 -
 $
 15,470
 [1]

 BPPR
 Impact of
 Allowance for
 Adopting
 credit losses -
 Net write
 ASU 2022-02
 PCD Loans
 down
 $
 5,210
 $
 -
 $
 ( 1,597)
 $
 -
 $
 -
 $
 $
 -
 $
 3,614
 52,475
 -
 -
 ( 1,130)
 1,429
 -
 53,754
 48,393
 ( 1,161)
 ( 5,495)
 -
 ( 4,437)
 3,337
 -
 40,637
 68,217
 ( 552)
 29,911
 -
 ( 7,739)
 17,740
 -
 107,577
 174,295
 ( 1,713)
 23,799
 -
 ( 13,306)
 22,507
 -
 205,582
 2,978
 -
 4,926
 -
 ( 2,611)
 -
 5,294
 117,344
 ( 33,556)
 ( 25,295)
 ( 1,638)
 15,496
 -
 72,440
 20,618
 ( 35)
 ( 3,836)
 -
 ( 10,879)
 3,840
 -
 9,708
 58,670
 -
 54,649
 -
 ( 41,007)
 8,776
 -
 ( 155)
 -
 ( 213)
 -
 96,369
 ( 7,020)
 74,226
 -
 ( 71,977)
 9,583
 -
 101,181
 Auto
 129,735
 ( 21)
 63,185
 -
 ( 55,306)
 20,338
 -
 Other
 15,433
 -
 3,335
 -
 ( 12,454)
 -
 7,132
 300,310
 ( 7,041)
 195,240
 -
 ( 180,957)
 39,883
 346,834
 $
 615,545
 $
 ( 42,345)
 $
 194,834
 $
 $
 ( 209,391)
 $
 81,727
 $
 $
 639,858
 $
 4,336
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 5,062
 2,022
 -
 ( 404)
 -
 -
 -
 -
 1,618
 $
 6,358
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 6,680
 [1]

 Impact of
 Adopting
 ASU 2022-02
 $
 21,101
 $
 -
 $
 ( 10,980)
 $
 -
 $
 $
 10,126
 19,065
 -
 ( 9,222)
 ( 193)
 2,049
 11,699
 8,688
 -
 8,851
 ( 1,395)
 16,227
 12,227
 -
 4,557
 ( 3,875)
 1,870
 14,779
 61,081
 -
 ( 6,794)
 ( 5,463)
 4,007
 52,831
 1,268
 -
 6,124
 -
 -
 7,392
 17,910
 ( 2,098)
 ( 5,248)
 -
 10,774
 -
 -
 ( 1)
 -
 -
 2,439
 -
 ( 1,058)
 ( 471)
 1,875
 22,057
 ( 1,140)
 13,521
 ( 19,971)
 2,142
 16,609
 Other
 -
 ( 171)
 24,498
 ( 1,140)
 12,623
 ( 20,614)
 3,119
 18,486
 $
 104,757
 $
 ( 3,238)
 $
 6,705
 $
 ( 26,077)
 $
 7,336
 $
 89,483
 $
 1,175
 $
 -
 $
 $
 -
 $
 -
 $
 1,851
 1,184
 -
 7,262
 -
 -
 8,446
 -
 ( 59)
 -
 -
 $
 2,447
 $
 -
 $
 7,879
 $
 -
 $
 -
 $
 10,326
 [1]

 Impact
 for
 of adopting
 -
 Net write
 ASU 2022-02
 PCD Loans
 down
 $
 26,311
 $
 -
 $
 ( 12,577)
 $
 -
 $
 -
 $
 $
 -
 $
 13,740
 71,540
 -
 ( 8,242)
 -
 ( 1,323)
 3,478
 -
 65,453
 57,081
 ( 1,161)
 3,356
 -
 ( 5,832)
 3,420
 -
 56,864
 80,444
 ( 552)
 34,468
 -
 ( 11,614)
 19,610
 -
 122,356
 235,376
 ( 1,713)
 17,005
 -
 ( 18,769)
 26,514
 -
 258,413
 4,246
 -
 11,050
 -
 ( 2,611)
 -
 12,686
 135,254
 ( 35,654)
 ( 30,543)
 ( 1,638)
 15,706
 -
 83,214
 20,618
 ( 35)
 ( 3,836)
 -
 ( 10,879)
 3,840
 -
 9,708
 58,670
 -
 54,650
 -
 ( 41,008)
 8,776
 2,542
 -
 ( 1,213)
 -
 ( 684)
 1,333
 -
 1,978
 118,426
 ( 8,160)
 87,747
 -
 ( 91,948)
 11,725
 -
 117,790
 Auto
 129,735
 ( 21)
 63,185
 -
 ( 55,306)
 20,338
 -
 Other
 15,435
 -
 3,494
 -
 ( 12,625)
 -
 7,134
 324,808
 ( 8,181)
 207,863
 -
 ( 201,571)
 43,002
 365,320
 $
 720,302
 $
 ( 45,583)
 $
 201,539
 $
 $
 ( 235,468)
 $
 89,063
 $
 $
 $
 5,511
 $
 -
 $
 1,402
 $
 -
 $
 -
 $
 -
 $
 -
 $
 6,913
 3,206
 -
 6,858
 -
 -
 -
 -
 10,064
 -
 ( 59)
 -
 -
 -
 -
 $
 8,805
 $
 -
 $
 8,201
 $
 -
 $
 -
 $
 -
 $
 -
 $
 17,006
 [1]

 Modifications
 A
modification
constitutes
a
in
loan
terms
in
the
form
of
forgiveness,
an
rate
reduction,
other
than-
 insignificant payment delay, term extension or combination of the above made
to a borrower experiencing financial difficulty.
 The amount of outstanding commitments to lend additional funds to debtors with financial difficulties owing receivables whose terms
 have been modified
during the years ended
December 31, 2024 and
December 31, 2023 amounted
to $

 respectively, related to the commercial loan portfolios.
 The following tables show the amortized cost basis of the loans modified to borrowers experiencing financial difficulties at the end of
 the reporting period
disaggregated by class
of financing receivable and
type of concession
granted for the
years ended December
 31, 2024 and December 31, 2023. Loans modified to borrowers
experiencing financial difficulties that were fully paid down, charged-
 off or foreclosed upon by period end are not reported.

 Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the year ended December 31, 2024
 Interest Rate Reduction
 BPPR
 2024
 2024
 2024
 $
 0.01
 %
 $
 -
 -
 %
 $
 0.01
 %
 3,472
 0.06
 %
 -
 -
 %
 3,472
 0.04
 %
 -
 %
 -
 -
 %
 -
 %

 0.07
 %
 -
 -
 %
 0.07
 %

 2,941
 0.17
 %
 -
 -
 %
 2,941
 0.16
 %

Other
 0.01
 %
 -
 -
 %
 0.01
 %
 Total
 $
 7,500
 0.03
 %
 $
 -
 -
 %
 $
 7,500
 0.02
 %
 Term Extension
 BPPR
 2024
 2024
 2024
 $
 -
 -
 %
 $
 5,818
 0.28
 %
 $
 5,818
 0.24
 %
 36,585
 1.13
 %
 -
 -
 %
 36,585
 0.68
 %
 20,431
 1.48
 %
 5,993
 0.34
 %
 26,424
 0.84
 %
 24,820
 0.46
 %
 0.03
 %
 25,504
 0.33
 %
 0.27
 %
 -
 -
 %
 0.05
 %
 51,238
 0.75
 %
 1,460
 0.11
 %
 52,698
 0.65
 %

 0.04
 %
 0.02
 %
 0.04
 %

Auto
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 134,416
 0.51
 %
 $
 13,972
 0.13
 %
 $
 148,388
 0.40
 %
 Other-Than-Insignificant Payment Delays
 BPPR
 2024
 2024
 2024
 $
 0.01
 %
 $
 -
 -
 %
 $
 0.01
 %
 20,399
 1.48
 %
 -
 -
 %
 20,399
 0.65
 %
 104,423
 1.95
 %
 -
 -
 %
 104,423
 1.35
 %
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 125,452
 0.48
 %
 $
 -
 -
 %
 $
 125,452
 0.34
 %
 Combination - Term Extension
and Interest Rate Reduction
 BPPR
 2024
 2024
 2024
 $
 0.03
 %
 $
 -
 -
 %
 $
 0.02
 %
 143,886
 10.46
 %
 -
 -
 %
 143,886
 4.56
 %
 0.01
 %
 -
 -
 %
 0.01
 %
 14,674
 0.22
 %
 0.01
 %
 14,740
 0.18
 %

 8,662
 0.49
 %
 0.31
 %
 8,991
 0.48
 %
 Total
 $
 168,751
 0.64
 %
 $
 -
 %
 $
 169,146
 0.46
 %

 Combination - Other-Than-Insignificant Payment Delays
and Interest Rate Reduction
 2024
 2024
 2024
 $
 1,033
 0.08
 %
 $
 -
 -
 %
 $
 1,033
 0.03
 %
 0.01
 %
 -
 -
 %
 0.01
 %

 3,511
 0.29
 %
 -
 -
 %
 3,511
 0.29
 %
 Total
 $
 4,984
 0.02
 %
 $
 -
 -
 %
 $
 4,984
 0.01
 %

 Loan Modifications Made to Borrowers Experiencing Financial
Difficulty for the year ended December 31, 2023
 Interest Rate Reduction
 BPPR
 2023
 2023
 2023
 $
 141,291
 10.10
 %
 $
 -
 -
 %
 $
 141,291
 4.59
 %
 -
 %
 -
 -
 %
 -
 %
 -
 %
 -
 -
 %
 -
 %

 0.06
 %
 -
 -
 %
 0.06
 %

 0.04
 %
 -
 %
 0.04
 %

Other
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 143,151
 0.58
 %
 $
 -
 %
 $
 143,153
 0.41
 %
 Term Extension
 BPPR
 2023
 2023
 2023
 $
 33,318
 1.11
 %
 $
 -
 -
 %
 $
 33,318
 0.65
 %
 4,921
 0.35
 %
 60,669
 3.61
 %
 65,590
 2.13
 %
 39,445
 0.82
 %
 0.01
 %
 39,695
 0.56
 %
 -
 -
 %
 5,990
 0.76
 %
 5,990
 0.62
 %
 53,447
 0.84
 %
 5,450
 0.42
 %
 58,897
 0.77
 %

 0.02
 %
 0.08
 %
 0.03
 %

Auto
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 131,635
 0.54
 %
 $
 72,488
 0.69
 %
 $
 204,123
 0.58
 %
 Other-Than-Insignificant Payment Delays
 BPPR
 2023
 2023
 2023
 $
 1,854
 0.06
 %
 $
 -
 -
 %
 $
 1,854
 0.04
 %
 16,068
 1.15
 %
 13,468
 0.80
 %
 29,536
 0.96
 %
 10,545
 0.22
 %
 0.03
 %
 11,359
 0.16
 %
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 28,604
 0.12
 %
 $
 14,282
 0.14
 %
 $
 42,886
 0.12
 %
 Combination - Term Extension
and Interest Rate Reduction
 BPPR
 2023
 2023
 2023
 $
 0.02
 %
 $
 -
 -
 %
 $
 -
 %
 19,983
 0.66
 %
 -
 -
 %
 19,983
 0.39
 %
 14,416
 1.03
 %
 -
 -
 %
 14,416
 0.47
 %
 0.01
 %
 -
 -
 %
 -
 %
 37,179
 0.58
 %
 0.03
 %
 37,584
 0.49
 %

 2,318
 0.13
 %
 0.04
 %
 2,380
 0.12
 %

Auto
 -
 %
 -
 -
 %
 -
 %
 Total
 $
 74,323
 0.30
 %
 $
 -
 %
 $
 74,790
 0.21
 %

 Combination - Other-Than-Insignificant Payment Delays
and Interest Rate Reduction
 2023
 2023
 2023
 $
 0.01
 %
 $
 -
 -
 $
 -
 %
 -
 %
 -
 -
 -
 %

 0.07
 %
 -
 -
 0.07
 %
 Total
 $
 1,193
 -
 %
 $
 -
 -
 $
 1,193
 -
 %
 Combination - Other-Than-Insignificant Payment Delays
and Principal Forgiveness
 2023
 2023
 2023
 $
 0.01
 %
 $
 -
 -
 $
 0.01
 %
 Total
 $
 -
 %
 $
 -
 -
 $
 -
 %

 The following tables describe the financial effect of the
modifications made to borrowers experiencing
financial difficulties:

 Interest rate reduction
 10.1
 % to
 8.3
 %.
 6.7
 % to
 5.8
 %.
 21.6
 % to
 9.6
 %.
 6.1
 % to
 4.4
 %.
 21.2
 % to
 7.6
 %.
 19.8
 % to
 10.6
 %.
 Other
.0% to
.0%.
 Term extension

year to the life of loans.

 Auto

 Other than insignificant payment delay

 Interest rate reduction
 7.5
 % to
 5.3
 %.
 9.1
 % to
 7.3
 %.
 8.4
 % to
 6.6
 %.
 17.8
 % to
 7.8
 %.
 5.8
 % to
 4.2
 %.
 18.8
 % to
 4.5
 %.
 17.8
 % to
 9.3
 %.
 Auto
 12.64
 % to
 12.62
 %.
 Other
.0% to
.0%.
 Term extension

year to the life of loans.

year to the life of loans.

 Auto

 Principal forgiveness
 Reduced the amortized cost basis of the loans by $

thousand.
 Other than insignificant payment delay

 The
tables
present,
by
class,
the
of
loans
that
have
been
modified
the
twelve
months
preceding
 December 31, 2024. The
past due 90
categories includes all loans
modified classified as
non-accruing at the time
of
 the modification. These loans will continue in non-accrual status, and presented as past due 90 days or more, until the borrower has
 demonstrated a willingness and
ability to make
the restructured loan payments
(at least six
months of sustained
performance after
 the modification
or one
year for
loans providing
for quarterly
or semi-annual
payments) and
management has
concluded that
it is
 probable that the borrower would not be in payment
default in the foreseeable future.

 BPPR

 due
 Total
 $
 -
 $
 -
 $
 1,340
 $
 1,340
 $
 36,585
 $
 37,925
 $
 -
 $
 1,340
 5,509
 2,347
 7,968
 177,950
 185,918
 -
 2,347
 4,701
 5,026
 128,773
 133,799
 4,302
 -
 -
 -
 -
 -
 -
 5,253
 4,127
 20,236
 29,616
 36,513
 66,129
 7,679
 12,557

 1,468
 2,896
 4,364

 2,047
 2,536
 9,750
 12,286
 1,857

Auto
 -
 -
 -
 -
 -
 -

Other
 -
 -
 -
 -
 -
 -
 Total
 $
 11,758
 $
 4,895
 $
 31,301
 $
 47,954
 $
 393,149
 $
 441,103
 $
 8,630
 $
 22,671
 to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or

 due
 Total
 $
 -
 $
 -
 $
 -
 $
 -
 $
 5,818
 5,818
 $
 -
 $
 -
 -
 -
 -
 -
 5,993
 5,993
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 1,526
 -

 Total
 $
 $
 $
 $
 $
 13,517
 $
 14,367
 $
 $
 to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or

 due
 Total
 $
 -
 $
 -
 $
 -
 $
 -
 $
 5,818
 $
 5,818
 $
 -
 $
 -
 -
 -
 1,340
 1,340
 36,585
 37,925
 -
 1,340
 5,509
 2,347
 7,968
 183,943
 191,911
 -
 2,347
 4,701
 5,026
 129,457
 134,483
 4,302
 -
 -
 -
 -
 -
 -
 5,253
 4,127
 20,972
 30,352
 37,303
 67,655
 7,679
 13,293

 1,468
 2,896
 4,364

 2,145
 2,650
 9,982
 12,632
 1,940

Auto
 -
 -
 -
 -
 -
 -

Other
 -
 -
 -
 -
 -
 -
 Total
 $
 11,769
 $
 4,900
 $
 32,135
 $
 48,804
 $
 406,666
 $
 455,470
 $
 8,645
 $
 23,490
 to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or

 The
following tables
present, by
class,
the
performance of
loans
that
have
been
modified
year
ended
 2023.

 BPPR

 due
 Total
 $
 -
 $
 -
 $
 $
 $
 -
 $
 $
 -
 $
 -
 -
 2,094
 2,094
 53,241
 55,335
 -
 2,094
 -
 2,267
 2,606
 174,248
 176,854
 -
 2,267
 2,519
 14,881
 17,477
 33,117
 50,594
 14,325
 7,520
 3,358
 28,128
 39,006
 52,058
 91,064
 8,319
 19,809

 1,110
 1,514

 -
 2,557
 3,514

Auto
 -
 -
 -

Other
 -
 -
 -
 -
 -
 -
 Total
 $
 10,577
 $
 3,486
 $
 48,561
 $
 62,624
 $
 316,440
 $
 379,064
 $
 9,114
 $
 39,447
 to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or

 due
 Total
 $
 -
 $
 -
 $
 -
 $
 -
 $
 74,137
 $
 74,137
 $
 -
 $
 -
 -
 -
 1,064
 -
 -
 -
 -
 -
 -
 5,990
 5,990
 -
 -
 -
 -
 5,467
 5,855
 -

 -
 -
 -
 Total
 $
 -
 $
 $
 $
 $
 86,476
 $
 87,239
 $
 -
 $
 to make the restructured loan payments. Payment default
is defined as a restructured loan becoming 90 days past
due after being modified, foreclosed or

 due
 Total
 $
 -
 $
 -
 $
 $
 $
 -
 $
 $
 -
 $
 -
 -
 2,094
 2,094
 53,241
 55,335
 -
 2,094
 -
 2,267
 2,606
 248,385
 250,991
 -
 2,267
 2,519
 14,881
 17,727
 33,931
 51,658
 14,325
 -
 -
 -
 -
 5,990
 5,990
 -
 -
 7,520
 3,358
 28,516
 39,394
 57,525
 96,919
 8,319
 20,197

 1,110
 1,514

 -
 1,082
 2,625
 3,707

Auto
 -
 -
 -

Other
 -
 -
 -
 -
 -
 -
 Total
 $
 10,577
 $
 3,736
 $
 49,074
 $
 63,387
 $
 402,916
 $
 466,303
 $
 9,114
 $
 39,960
 to make the restructured loan payments.
Payment default is defined as a restructured loan becoming
90 days past due after being modified, foreclosed
or

 Payment
default
is
as
a
restructured
loan
becoming
days
past
due
after
being
modified,
foreclosed
or
charged-off,
 whichever occurs first.
the outstanding
balance of loans
modified for
borrowers under
 financial difficulties that were subject to payment default and that had been modified during the
twelve months preceding the default
 date was $

 Loans subject
to payment
default during
which were
modified during
preceding the
 default date were:

 Interest rate reduction - $

million;

 Extension of maturity - $

million); and

 Combination of interest rate reduction and extension
of maturity - $

million)..

 Credit Quality
 The
has
a
risk
system
to
assign
a
to
all
exposures,
particularly
for
the
and
 construction loan
portfolios. Risk
ratings in
the aggregate
provide the
Corporation's management
the asset
quality profile
for
the
 loan portfolio. The risk rating system provides for the
assignment of ratings at the obligor level based
on the financial condition of the
 borrower. The risk rating analysis process is performed at least once a
year or more frequently if events or conditions change which
 may
deteriorate
the
quality.
In
the
case
of
and
these
loans
are
their
 delinquency status at the end of the reporting period.
 The Corporation's obligor risk rating scales range from rating 1 (Excellent) to rating 14 (Loss). The obligor risk rating reflects the risk
 of payment default of a borrower in the ordinary
course of business.

 Pass Credit Classifications:
 Pass (Scales 1 through 8)
– Loans classified as
pass have a well defined
primary source of repayment, with no
apparent
 risk, strong financial position, minimal operating risk, profitability, liquidity and strong
capitalization.

 Watch
(Scale 9)
– Loans
watch have
acceptable business
credit,
but borrower's
operations, cash
flow or
 financial condition evidence more than average risk, requires above
average levels of supervision and attention from Loan
 Officers.
 Special Mention (Scale 10) -
Loans classified as special mention have
potential weaknesses that deserve management's
 close attention.
If left uncorrected, these potential weaknesses may result
in deterioration of the repayment prospects for
 the loan or of the Corporation's credit position at
some future date.

 Adversely Classified Classifications:
(Scales
and
12)
-
Loans
as
substandard
are
to
be
inadequately
protected
by
the
 current net worth
and payment capacity
of the obligor
or of the
collateral pledged, if
any.
Loans classified as
such have
 well-defined weaknesses that jeopardize the liquidation of
the debt.
They are characterized by the
distinct possibility that
 the institution will sustain some loss if the deficiencies
are not corrected.

 Doubtful (Scale
13) - Loans
doubtful have
all the
weaknesses inherent
in those
substandard,
additional characteristic
weaknesses make
the collection
or liquidation
in full,
basis of
 existing facts, conditions, and values, highly questionable
and improbable.

 Loss
(Scale
14)
-
Uncollectible
and
of
such
little
value
that
continuance
as
a
bankable
asset
is
not
warranted.
This
 classification does
not mean
asset has
absolutely no
recovery or
salvage value,
but rather
it is
not practical
or
 desirable to defer writing off this asset even though partial
recovery may be effected in the future.
 Risk
ratings scales
conform
to
ratings.
The
assignment
of
the
obligor
risk
is
based
on
 information about the ability of borrowers to
service their debts such as current
financial information, historical payment experience,
 credit documentation, public information, and
current economic trends, among other factors.

 The following tables present the amortized cost basis, net of unearned income, of
loans held-in-portfolio based on the Corporation's
 assignment of obligor risk ratings as defined at
December 31, 2024 and 2023 by vintage year.

 Loans
 Loans
 2024
 2023
 2022
 2021
 2020
 Prior

 Years
 Total
 BPPR
 Pass
 $
 50,384
 $
 37,211
 $
 136,093
 $
 20,939
 $
 20,134
 $
 34,009
 $
 $
 -
 $
 298,875
 Watch
 -
 -
 -
 -
 1,601
 -
 -
 2,142
 -
 -
 -
 -
 -
 3,161
 -
 -
 3,161
 -
 -
 -
 -
 -
 3,823
 -
 -
 3,823
 $
 50,384
 $
 37,211
 $
 136,634
 $
 20,939
 $
 20,134
 $
 42,594
 $
 $
 -
 $
 308,001
 Pass
 $
 419,200
 $
 322,998
 $
 828,404
 $
 547,674
 $
 335,060
 $
 525,088
 $
 6,159
 $
 -
 $
 2,984,583
 Watch
 26,097
 2,296
 5,349
 28,832
 50,924
 -
 114,224
 7,018
 41,274
 -
 46,390
 -
 -
 95,244
 -
 1,002
 26,430
 1,954
 22,956
 -
 -
 52,452
 $
 452,315
 $
 367,570
 $
 829,324
 $
 579,859
 $
 365,846
 $
 645,358
 $
 6,231
 $
 -
 $
 3,246,503
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Pass
 $
 131,449
 $
 79,109
 $
 94,008
 $
 214,520
 $
 46,206
 $
 309,791
 $
 7,214
 $
 -
 $
 882,297
 Watch
 14,002
 2,637
 64,735
 7,225
 4,890
 85,580
 -
 179,072
 -
 1,209
 19,436
 19,288
 -
 15,872
 1,499
 -
 57,304
 1,651
 20,528
 3,872
 140,579
 77,098
 13,021
 -
 257,204
 -
 -
 -
 -
 -
 -
 -
 $
 145,906
 $
 84,606
 $
 198,707
 $
 244,905
 $
 191,675
 $
 488,375
 $
 21,737
 $
 -
 $
 1,375,911
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,793
 $
 -
 $
 -
 $
 2,793

 Pass
 $
 790,273
 $
 910,355
 $
 602,454
 $
 304,227
 $
 66,395
 $
 331,493
 $
 1,495,490
 $
 -
 $
 4,500,687
 Watch
 124,987
 24,935
 49,497
 6,394
 3,465
 31,609
 135,811
 -
 376,698
 5,519
 7,316
 1,895
 157,627
 30,360
 28,171
 -
 230,941
 6,063
 30,496
 37,558
 4,203
 14,776
 23,135
 122,275
 -
 238,506
 -
 -
 -
 -
 -
 -
 -
 Loss
 -
 -
 -
 -
 -
 -
 -
 $
 926,842
 $
 973,102
 $
 691,404
 $
 472,451
 $
 84,689
 $
 416,608
 $
 1,781,798
 $
 -
 $
 5,346,894
 $
 1,099
 $
 $
 $
 $
 2,838
 $
 11,841
 $
 7,617
 $
 -
 $
 24,555
 Pass
 $
 63,107
 $
 53,070
 $
 33,423
 $
 14,908
 $
 9,483
 $
 1,011
 $
 16,782
 $
 -
 $
 191,784
 Watch
 -
 13,872
 -
 -
 -
 -
 -
 -
 13,872
 -
 -
 -
 6,058
 -
 -
 -
 -
 6,058
 -
 -
 -
 -
 -
 -
 -
 $
 63,107
 $
 66,942
 $
 33,423
 $
 21,542
 $
 9,483
 $
 1,011
 $
 16,782
 $
 -
 $
 212,290
 Pass
 $
 879,075
 $
 724,383
 $
 409,133
 $
 401,113
 $
 234,486
 $
 4,085,088
 $
 -
 $
 -
 $
 6,733,278
 -
 1,961
 1,331
 1,675
 71,289
 -
 -
 76,603
 $
 879,075
 $
 726,344
 $
 410,464
 $
 402,788
 $
 234,833
 $
 4,156,377
 $
 -
 $
 -
 $
 6,809,881
 $
 -

 $

 $
 -

 $

 $
 -

 $
 1,067
 $
 -
 $
 -
 $
 1,084

 Loans
 Loans
 2024
 2023
 2022
 2021
 2020
 Prior

 Years
 Total
 BPPR
 Pass
 $
 731,053
 $
 477,226
 $
 362,426
 $
 217,537
 $
 104,812
 $
 22,762
 $
 -
 $
 -
 $
 1,915,816
 1,195
 2,280
 2,834
 1,885
 -
 -
 9,516
 Loss
 -
 -
 -
 -
 -
 -
 -
 Total leasing
 $
 732,248
 $
 479,506
 $
 365,260
 $
 219,422
 $
 105,732
 $
 23,237
 $
 -
 $
 -
 $
 $
 1,733
 $
 4,842
 $
 5,373
 $
 3,281
 $
 $
 1,052
 $
 -
 $
 -
 $
 16,975
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,188,093
 $
 -
 $
 1,188,093
 -
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,218,053
 $
 -
 $
 1,218,053
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 69,731
 $
 -
 $
 69,731
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,040
 $
 -
 $
 2,040
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,040
 $
 -
 $
 2,040
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 $
 722,949
 $
 499,604
 $
 262,011
 $
 101,155
 $
 29,078
 $
 91,004
 $
 -
 $
 23,802
 $
 1,729,603
 4,965
 3,561
 1,221
 8,205
 -
 1,626
 20,773
 Loss
 -
 -
 -
 -
 -
 -
 -
 $
 723,873
 $
 504,569
 $
 265,572
 $
 102,377
 $
 29,349
 $
 99,209
 $
 -
 $
 25,428
 $
 1,750,377
 $
 2,362
 $
 39,193
 $
 38,077
 $
 10,822
 $
 2,708
 $
 3,525
 $
 -
 $
 1,982
 $
 98,669
 Auto
 Pass
 $
 1,277,016
 $
 938,769
 $
 665,431
 $
 494,529
 $
 254,621
 $
 133,054
 $
 -
 $
 -
 $
 3,763,420
 7,239
 16,876
 13,579
 10,775
 6,377
 5,131
 -
 -
 59,977
 Loss
 -
 -
 -
 -
 Total Auto
 $
 1,284,269
 $
 955,660
 $
 679,010
 $
 505,306
 $
 260,998
 $
 138,194
 $
 -
 $
 -
 $
 $
 11,229
 $
 36,992
 $
 20,486
 $
 9,997
 $
 4,965
 $
 1,731
 $
 -
 $
 -
 $
 85,400
 Pass
 $
 28,543
 $
 29,585
 $
 20,021
 $
 10,129
 $
 4,588
 $
 3,364
 $
 62,678
 $
 -
 $
 158,908
 -
 -
 -
 Loss
 -
 -
 -
 -
 -
 -
 -
 $
 28,543
 $
 29,813
 $
 20,065
 $
 10,679
 $
 4,617
 $
 3,421
 $
 63,091
 $
 -
 $
 160,229
 $
 $
 $
 $
 $
 $
 2,205
 $
 -
 $
 -
 $
 2,801
 Total BPPR
 $
 5,286,562
 $
 4,225,323
 $
 3,629,863
 $
 2,580,268
 $
 1,307,356
 $
 6,014,384
 $
 3,109,837
 $
 25,428
 $
 26,179,021

 Loans
 Loans
 2024
 2023
 2022
 2021
 2020
 Prior
 Years
 Total
 Pass
 $
 139,370
 $
 148,423
 $
 491,750
 $
 313,610
 $
 207,327
 $
 560,891
 $
 5,700
 $
 -
 $
 1,867,071
 Watch
 -
 10,974
 27,441
 26,679
 10,668
 114,419
 -
 -
 190,181
 -
 -
 8,004
 -
 -
 -
 -
 -
 8,004
 -
 -
 2,761
 -
 -
 23,602
 -
 -
 26,363
 $
 139,370
 $
 159,397
 $
 529,956
 $
 340,289
 $
 217,995
 $
 698,912
 $
 5,700
 $
 -
 $
 2,091,619
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Pass
 $
 178,355
 $
 368,597
 $
 480,055
 $
 167,839
 $
 193,309
 $
 456,689
 $
 8,588
 $
 -
 $
 1,853,432
 Watch
 -
 12,932
 17,125
 13,138
 45,864
 64,390
 -
 153,749
 -
 -
 -
 -
 -
 -
 -
 -
 -
 2,657
 2,741
 5,758
 97,801
 -
 -
 108,957
real
 estate non-owner
 $
 178,355
 $
 381,529
 $
 499,837
 $
 183,718
 $
 244,931
 $
 619,474
 $
 8,888
 $
 -
 $
 2,116,732
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Pass
 $
 304,778
 $
 257,586
 $
 244,811
 $
 279,419
 $
 35,459
 $
 246,158
 $
 7,669
 $
 -
 $
 1,375,880
 Watch
 -
 25,614
 13,531
 32,132
 16,301
 54,877
 -
 -
 142,455
 -
 69,505
 34,428
 27,406
 10,825
 -
 -
 142,652
 -
 -
 17,101
 2,596
 3,678
 97,473
 -
 -
 120,848
real
 estate owner
 $
 304,778
 $
 283,688
 $
 344,948
 $
 348,575
 $
 82,844
 $
 409,333
 $
 7,669
 $
 -
 $
 1,781,835
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $

 Pass
 $
 260,479
 $
 275,971
 $
 318,564
 $
 322,697
 $
 268,591
 $
 506,973
 $
 273,222
 $
 -
 $
 2,226,497
 Watch
 -
 11,420
 48,953
 28,138
 9,521
 35,498
 15,050
 -
 148,580
 -
 5,270
 -
 3,835
 -
 9,986
 2,276
 -
 -
 1,610
 5,479
 -
 9,605
 $
 262,813
 $
 287,391
 $
 372,787
 $
 351,598
 $
 278,157
 $
 544,336
 $
 297,586
 $
 -
 $
 2,394,668
 $
 1,103
 $
 1,571
 $
 $
 $
 $
 $
 $
 -
 $
 3,978
 Pass
 $
 259,194
 $
 512,428
 $
 155,268
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 927,655
 Watch
 -
 1,541
 36,264
 -
 -
 7,172
 24,691
 -
 69,668
 -
 4,897
 6,367
 -
 -
 -
 -
 -
 11,264
 -
 -
 8,104
 -
 -
 25,473
 9,338
 -
 42,915
 $
 259,194
 $
 518,866
 $
 206,003
 $
 -
 $
 -
 $
 33,410
 $
 34,029
 $
 -
 $
 1,051,502
 Pass
 $
 98,345
 $
 88,788
 $
 215,600
 $
 272,908
 $
 216,025
 $
 382,746
 $
 -
 $
 -
 $
 1,274,412
 -
 -
 28,280
 -
 -
 29,890
 $
 98,345
 $
 89,432
 $
 215,706
 $
 273,768
 $
 216,025
 $
 411,026
 $
 -
 $
 -
 $
 1,304,302
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $

 Loans
 Loans
 2024
 2023
 2022
 2021
 2020
 Prior
 Years
 Total
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 5,914
 $
 50,533
 $
 11,691
 $
 68,138
 -
 -
 -
 -
 -
 1,657
 2,372
 Loss
 -
 -
 -
 -
 -
 -
 1,021
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 7,693
 $
 50,548
 $
 13,290
 $
 71,531
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 $
 28,083
 $
 23,084
 $
 41,182
 $
 8,618
 $
 $
 1,507
 $
 -
 $
 -
 $
 103,125
 -
 -
 1,626
 Loss
 -
 -
 -
 -
 $
 28,293
 $
 23,493
 $
 41,809
 $
 8,757
 $
 $
 1,857
 $
 -
 $
 -
 $
 104,867
 $
 $
 4,536
 $
 10,869
 $
 2,458
 $
 $
 $
 -
 $
 -
 $
 19,203
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 11,537
 $
 -
 $
 11,537
 -
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 11,549
 $
 -
 $
 11,549
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Total Popular U.S.
 $
 1,271,148
 $
 1,743,796
 $
 2,211,046
 $
 1,506,705
 $
 1,040,610
 $
 2,726,041
 $
 415,995
 $
 13,290
 $
 10,928,631

 Loans
 Loans
 2024
 2023
 2022
 2021
 2020
 Prior
 Years
 Total
 Pass
 $
 189,754
 $
 185,634
 $
 627,843
 $
 334,549
 $
 227,461
 $
 594,900
 $
 5,805
 $
 -
 $
 2,165,946
 Watch
 -
 10,974
 27,982
 26,679
 10,668
 116,020
 -
 -
 192,323
 -
 -
 8,004
 -
 -
 3,161
 -
 -
 11,165
 -
 -
 2,761
 -
 -
 27,425
 -
 -
 30,186
 $
 189,754
 $
 196,608
 $
 666,590
 $
 361,228
 $
 238,129
 $
 741,506
 $
 5,805
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Pass
 $
 597,555
 $
 691,595
 $
 1,308,459
 $
 715,513
 $
 528,369
 $
 981,777
 $
 14,747
 $
 -
 $
 4,838,015
 Watch
 26,097
 15,228
 17,779
 18,487
 74,696
 115,314
 -
 267,973
 7,018
 41,274
 -
 46,984
 -
 -
 95,838
 -
 1,002
 2,767
 29,171
 7,712
 120,757
 -
 -
 161,409
 $
 630,670
 $
 749,099
 $
 1,329,161
 $
 763,577
 $
 610,777
 $
 1,264,832
 $
 15,119
 $
 -
 $
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Pass
 $
 436,227
 $
 336,695
 $
 338,819
 $
 493,939
 $
 81,665
 $
 555,949
 $
 14,883
 $
 -
 $
 2,258,177
 Watch
 14,002
 28,251
 78,266
 39,357
 21,191
 140,457
 -
 321,527
 -
 1,697
 88,941
 53,716
 27,406
 26,697
 1,499
 -
 199,956
 1,651
 37,629
 6,468
 144,257
 174,571
 13,021
 -
 378,052
 -
 -
 -
 -
 -
 -
 -
 $
 450,684
 $
 368,294
 $
 543,655
 $
 593,480
 $
 274,519
 $
 897,708
 $
 29,406
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,947
 $
 -
 $
 -
 $
 2,947
 Pass
 $
 1,050,752
 $
 1,186,326
 $
 921,018
 $
 626,924
 $
 334,986
 $
 838,466
 $
 1,768,712
 $
 -
 $
 6,727,184
 Watch
 124,987
 36,355
 98,450
 34,532
 12,986
 67,107
 150,861
 -
 525,278
 5,577
 7,316
 7,165
 158,195
 30,615
 32,006
 -
 240,927
 8,339
 30,496
 37,558
 4,398
 14,821
 24,745
 127,754
 -
 248,111
 -
 -
 -
 -
 -
 -
 -
 Loss
 -
 -
 -
 -
 -
 -
 -
 $
 1,189,655
 $
 1,260,493
 $
 1,064,191
 $
 824,049
 $
 362,846
 $
 960,944
 $
 2,079,384
 $
 -
 $
 $
 2,202
 $
 2,278
 $
 $
 $
 3,049
 $
 12,321
 $
 7,740
 $
 -
 $
 28,533

 Loans
 Loans
 2024
 2023
 2022
 2021
 2020
 Prior
 Years
 Total
 Pass
 $
 322,301
 $
 565,498
 $
 188,691
 $
 14,908
 $
 9,483
 $
 1,776
 $
 16,782
 $
 -
 $
 1,119,439
 Watch
 -
 15,413
 36,264
 -
 -
 7,172
 24,691
 -
 83,540
 -
 4,897
 6,367
 6,058
 -
 -
 -
 -
 17,322
 -
 -
 8,104
 -
 25,473
 9,338
 -
 43,491
 $
 322,301
 $
 585,808
 $
 239,426
 $
 21,542
 $
 9,483
 $
 34,421
 $
 50,811
 $
 -
 $
 Pass
 $
 977,420
 $
 813,171
 $
 624,733
 $
 674,021
 $
 450,511
 $
 4,467,834
 $
 -
 $
 -
 $
 8,007,690
 -
 2,605
 1,437
 2,535
 99,569
 -
 -
 106,493
 $
 977,420
 $
 815,776
 $
 626,170
 $
 676,556
 $
 450,858
 $
 4,567,403
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 $
 -
 $
 1,085
 $
 -
 $
 -
 $
 1,102
 Pass
 $
 731,053
 $
 477,226
 $
 362,426
 $
 217,537
 $
 104,812
 $
 22,762
 $
 -
 $
 -
 $
 1,915,816
 1,195
 2,280
 2,834
 1,885
 -
 -
 9,516
 Loss
 -
 -
 -
 -
 -
 -
 -
 Total leasing
 $
 732,248
 $
 479,506
 $
 365,260
 $
 219,422
 $
 105,732
 $
 23,237
 $
 -
 $
 -
 $
 $
 1,733
 $
 4,842
 $
 5,373
 $
 3,281
 $
 $
 1,052
 $
 -
 $
 -
 $
 16,975

 Loans
 Loans
 2024
 2023
 2022
 2021
 2020
 Prior
 Years
 Total
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,188,119
 $
 -
 $
 1,188,119
 -
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 69,731
 $
 -
 $
 69,731
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 5,914
 $
 52,573
 $
 11,691
 $
 70,178
 -
 -
 -
 -
 -
 1,657
 2,372
 Loss
 -
 -
 -
 -
 -
 -
 1,021
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 7,693
 $
 52,588
 $
 13,290
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 $
 751,032
 $
 522,688
 $
 303,193
 $
 109,773
 $
 29,729
 $
 92,511
 $
 -
 $
 23,802
 $
 1,832,728
 1,081
 5,364
 4,188
 1,355
 8,507
 -
 1,626
 22,399
 Loss
 -
 -
 -
 -
 $
 752,166
 $
 528,062
 $
 307,381
 $
 111,134
 $
 30,007
 $
 101,066
 $
 -
 $
 25,428
 $
 $
 3,164
 $
 43,729
 $
 48,946
 $
 13,280
 $
 2,939
 $
 3,832
 $
 -
 $
 1,982
 $
 117,872
 Auto
 Pass
 $
 1,277,016
 $
 938,769
 $
 665,431
 $
 494,529
 $
 254,621
 $
 133,054
 $
 -
 $
 -
 $
 3,763,420
 7,239
 16,876
 13,579
 10,775
 6,377
 5,131
 -
 -
 59,977
 Loss
 -
 -
 -
 -
 Total Auto
 $
 1,284,269
 $
 955,660
 $
 679,010
 $
 505,306
 $
 260,998
 $
 138,194
 $
 -
 $
 -
 $
 $
 11,229
 $
 36,992
 $
 20,486
 $
 9,997
 $
 4,965
 $
 1,731
 $
 -
 $
 -
 $
 85,400
 Pass
 $
 28,543
 $
 29,585
 $
 20,021
 $
 10,129
 $
 4,588
 $
 3,364
 $
 74,215
 $
 -
 $
 170,445
 -
 -
 -
 Loss
 -
 -
 -
 -
 -
 -
 -
 $
 28,543
 $
 29,813
 $
 20,065
 $
 10,679
 $
 4,617
 $
 3,421
 $
 74,640
 $
 -
 $
 $
 $
 $
 $
 $
 $
 2,205
 $
 $
 -
 $
 2,902
 Total Popular Inc.
 $
 6,557,710
 $
 5,969,119
 $
 5,840,909
 $
 4,086,973
 $
 2,347,966
 $
 8,740,425
 $
 3,525,832
 $
 38,718
 $
 37,107,652

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior

 Years
 Total
 BPPR
 Pass
 $
 37,976
 $
 138,619
 $
 21,334
 $
 20,487
 $
 32,554
 $
 24,248
 $
 $
 -
 $
 275,524
 Watch
 -
 -
 -
 -
 1,068
 5,179
 -
 -
 6,247
 -
 -
 -
 -
 4,780
 -
 -
 5,339
 -
 -
 -
 -
 -
 4,832
 -
 -
 4,832
 $
 37,976
 $
 139,178
 $
 21,334
 $
 20,487
 $
 33,622
 $
 39,039
 $
 $
 -
 $
 291,942
 Pass
 $
 305,243
 $
 871,191
 $
 560,785
 $
 359,853
 $
 41,262
 $
 563,794
 $
 7,042
 $
 -
 $
 2,709,170
 Watch
 1,959
 5,205
 22,211
 5,938
 27,015
 -
 -
 63,210
 43,020
 5,413
 24,730
 -
 15,843
 68,368
 -
 -
 157,374
 1,016
 1,307
 2,231
 53,729
 12,968
 4,069
 -
 75,500
 $
 351,238
 $
 878,793
 $
 590,900
 $
 384,295
 $
 116,772
 $
 672,145
 $
 11,111
 $
 -
 $
 3,005,254
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 1,130
 Pass
 $
 92,234
 $
 155,819
 $
 227,246
 $
 51,038
 $
 24,184
 $
 357,429
 $
 9,146
 $
 -
 $
 917,096
 Watch
 2,947
 45,106
 9,913
 4,285
 5,017
 62,217
 1,000
 -
 130,485
 -
 16,860
 20,741
 1,462
 44,069
 -
 -
 84,019
 1,316
 15,710
 5,080
 143,696
 87,383
 12,617
 -
 266,647
 -
 -
 -
 -
 -
 -
 -
 $
 96,497
 $
 233,495
 $
 262,980
 $
 200,481
 $
 30,933
 $
 551,234
 $
 22,763
 $
 -
 $
 1,398,383
 $
 -
 $
 $
 -
 $
 -
 $
 $
 4,432
 $
 -
 $
 -
 $
 4,437

 Pass
 $
 1,109,898
 $
 634,401
 $
 511,912
 $
 241,452
 $
 123,458
 $
 258,872
 $
 1,343,885
 $
 -
 $
 4,223,878
 Watch
 28,841
 95,785
 6,111
 4,043
 15,560
 65,360
 182,756
 -
 398,456
 6,401
 3,269
 3,200
 2,088
 41,289
 9,410
 -
 65,933
 1,760
 8,644
 22,065
 1,922
 32,087
 40,670
 -
 107,879
 -
 -
 -
 -
 -
 -
 $
 1,145,871
 $
 735,215
 $
 526,943
 $
 270,814
 $
 143,028
 $
 397,634
 $
 1,576,721
 $
 -
 $
 4,796,226
 $
 $
 $
 $
 $
 $
 1,086
 $
 4,468
 $
 -
 $
 7,739
 Pass
 $
 26,662
 $
 24,462
 $
 27,364
 $
 10,758
 $
 1,944
 $
 1,049
 $
 38,720
 $
 -
 $
 130,959
 Watch
 -
 16,546
 5,458
 -
 -
 -
 9,506
 -
 31,510
 -
 -
 1,009
 -
 -
 -
 -
 1,010
 -
 6,378
 -
 -
 -
 -
 -
 -
 6,378
 $
 26,662
 $
 47,386
 $
 33,831
 $
 10,758
 $
 1,944
 $
 1,049
 $
 48,227
 $
 -
 $
 169,857
 $
 -

 $
 2,611
 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 2,611
 Pass
 $
 751,532
 $
 439,373
 $
 421,297
 $
 259,412
 $
 164,438
 $
 4,280,509
 $
 -
 $
 -
 $
 6,316,561
 2,606
 71,893
 -
 -
 75,263
 $
 751,628
 $
 439,534
 $
 421,459
 $
 259,757
 $
 167,044
 $
 4,352,402
 $
 -
 $
 -
 $
 6,391,824
 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 1,638
 $
 -
 $
 -
 $
 1,638

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior

 Years
 Total
 BPPR
 Pass
 $
 647,659
 $
 488,506
 $
 313,133
 $
 163,189
 $
 88,983
 $
 21,706
 $
 -
 $
 -
 $
 1,723,176
 2,516
 3,053
 -
 -
 8,616
 Loss
 -
 -
 -
 -
 -
 -
 -
 Total leasing
 $
 648,465
 $
 491,022
 $
 316,186
 $
 164,095
 $
 89,801
 $
 22,240
 $
 -
 $
 -
 $
 $
 1,065
 $
 4,424
 $
 2,878
 $
 $
 $
 $
 -
 $
 -
 $
 10,879
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,112,447
 $
 -
 $
 1,112,447
 -
 -
 -
 -
 -
 -
 23,259
 -
 23,259
 Loss
 -
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,135,728
 $
 -
 $
 1,135,728
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 41,007
 $
 -
 $
 41,007
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,622
 $
 -
 $
 2,622
 -
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,648
 $
 -
 $
 2,648
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 $
 859,434
 $
 480,771
 $
 181,483
 $
 57,227
 $
 58,849
 $
 96,956
 $
 -
 $
 22,034
 $
 1,756,754
 1,815
 4,985
 1,939
 8,322
 -
 1,006
 19,493
 Loss
 -
 -
 -
 -
 -
 $
 861,249
 $
 485,756
 $
 183,436
 $
 57,720
 $
 59,794
 $
 105,315
 $
 -
 $
 23,040
 $
 1,776,310
 $
 4,458
 $
 35,915
 $
 18,076
 $
 4,210
 $
 4,891
 $
 2,952
 $
 -
 $
 1,475
 $
 71,977
 Auto
 Pass
 $
 1,210,622
 $
 899,797
 $
 711,439
 $
 405,768
 $
 260,355
 $
 120,318
 $
 -
 $
 -
 $
 3,608,299
 6,980
 14,049
 11,916
 9,157
 7,051
 3,199
 -
 -
 52,352
 Loss
 -
 -
 Total Auto
 $
 1,217,611
 $
 913,890
 $
 723,400
 $
 414,941
 $
 267,415
 $
 123,523
 $
 -
 $
 -
 $
 $
 10,170
 $
 23,849
 $
 11,820
 $
 5,914
 $
 3,553
 $
 -
 $
 -
 $
 -
 $
 55,306
 Pass
 $
 36,144
 $
 24,238
 $
 14,942
 $
 5,618
 $
 3,433
 $
 2,753
 $
 61,796
 $
 -
 $
 148,924
 -
 -
 Loss
 -
 -
 -
 -
 -
 -
 $
 36,388
 $
 24,263
 $
 15,079
 $
 5,691
 $
 3,449
 $
 3,247
 $
 62,045
 $
 -
 $
 150,162
 $
 $
 $
 $
 $
 $
 11,876
 $
 -
 $
 -
 $
 12,454
 Total BPPR
 $
 5,173,585
 $
 4,388,532
 $
 3,095,548
 $
 1,789,039
 $
 913,802
 $
 6,267,828
 $
 2,859,549
 $
 23,040
 $
 24,510,923

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Pass
 $
 166,410
 $
 417,169
 $
 326,047
 $
 164,887
 $
 182,528
 $
 410,836
 $
 5,112
 $
 -
 $
 1,672,989
 Watch
 -
 116,794
 39,319
 71,237
 93,239
 98,365
 -
 -
 418,954
 -
 -
 1,171
 -
 3,377
 -
 -
 5,410
 -
 -
 -
 -
 5,545
 20,780
 -
 -
 26,325
 $
 166,410
 $
 533,963
 $
 366,228
 $
 237,295
 $
 281,312
 $
 533,358
 $
 5,112
 $
 -
 $
 2,123,678
 Pass
 $
 396,712
 $
 490,316
 $
 170,074
 $
 201,225
 $
 86,595
 $
 394,455
 $
 6,086
 $
 -
 $
 1,745,463
 Watch
 -
 39,721
 38,713
 43,705
 39,908
 91,922
 4,557
 -
 258,526
 -
 -
 -
 -
 1,327
 63,365
 -
 -
 64,692
 -
 -
 -
 8,054
 1,702
 3,730
 -
 -
 13,486
 $
 396,712
 $
 530,037
 $
 208,787
 $
 252,984
 $
 129,532
 $
 553,472
 $
 10,643
 $
 -
 $
 2,082,167
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Pass
 $
 303,202
 $
 278,380
 $
 226,289
 $
 58,505
 $
 47,083
 $
 204,888
 $
 9,753
 $
 -
 $
 1,128,100
 Watch
 -
 69,894
 84,218
 53,066
 14,057
 98,502
 1,905
 -
 321,642
 -
 -
 77,912
 4,955
 6,074
 11,224
 -
 -
 100,165
 -
 2,430
 -
 21,763
 107,675
 -
 -
 132,345
 $
 303,202
 $
 348,751
 $
 390,849
 $
 116,526
 $
 88,977
 $
 422,289
 $
 11,658
 $
 -
 $
 1,682,252
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,395
 $
 -
 $
 -
 $
 1,395

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Pass
 $
 196,959
 $
 278,238
 $
 346,428
 $
 268,835
 $
 148,502
 $
 379,635
 $
 414,883
 $
 -
 $
 2,033,480
 Watch
 37,022
 47,299
 44,939
 23,493
 93,299
 32,497
 -
 278,747
 1,021
 8,674
 -
 11,012
 1,152
 1,841
 1,517
 -
 6,656
 $
 198,001
 $
 316,777
 $
 394,900
 $
 314,956
 $
 172,876
 $
 474,814
 $
 457,571
 $
 -
 $
 2,329,895
 $
 $
 $
 1,994
 $
 $
 1,320
 $
 -
 $
 $
 -
 $
 3,875
 Pass
 $
 280,188
 $
 251,627
 $
 89,450
 $
 14,733
 $
 25,254
 $
 -
 $
 -
 $
 -
 $
 661,252
 Watch
 -
 22,867
 12,869
 -
 21,896
 -
 -
 58,414
 2,120
 13,151
 -
 -
 -
 -
 -
 -
 15,271
 -
 13,997
 3,895
 -
 36,593
 -
 -
 54,486
 $
 282,308
 $
 287,646
 $
 116,316
 $
 18,628
 $
 47,150
 $
 37,375
 $
 -
 $
 -
 $
 789,423
 Pass
 $
 99,296
 $
 229,720
 $
 288,767
 $
 233,805
 $
 177,245
 $
 264,069
 $
 -
 $
 -
 $
 1,292,902
 -
 -
 2,102
 8,208
 -
 -
 11,191
 $
 99,296
 $
 229,955
 $
 288,767
 $
 234,451
 $
 179,347
 $
 272,277
 $
 -
 $
 -
 $
 1,304,093

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 7,394
 $
 39,925
 $
 12,253
 $
 59,572
 -
 -
 -
 -
 -
 1,849
 -
 2,815
 Loss
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 9,342
 $
 39,925
 $
 14,038
 $
 63,305
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 Pass
 $
 41,016
 $
 93,759
 $
 23,325
 $
 2,993
 $
 3,597
 $
 1,441
 $
 -
 $
 -
 $
 166,131
 1,630
 -
 -
 2,675
 Loss
 -
 -
 -
 -
 -
 -
 $
 41,349
 $
 95,389
 $
 23,650
 $
 3,043
 $
 3,724
 $
 1,782
 $
 -
 $
 -
 $
 168,937
 $
 $
 13,136
 $
 4,450
 $
 $
 $
 $
 -
 $
 -
 $
 19,971
 Pass
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 10,259
 $
 -
 $
 10,278
 -
 -
 -
 -
 -
 -
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 10,260
 $
 -
 $
 10,279
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 Total Popular U.S.
 $
 1,487,297
 $
 2,342,518
 $
 1,789,497
 $
 1,177,883
 $
 902,918
 $
 2,304,709
 $
 535,188
 $
 14,038
 $
 10,554,048

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Pass
 $
 204,386
 $
 555,788
 $
 347,381
 $
 185,374
 $
 215,082
 $
 435,084
 $
 5,418
 $
 -
 $
 1,948,513
 Watch
 -
 116,794
 39,319
 71,237
 94,307
 103,544
 -
 -
 425,201
 -
 1,171
 -
 8,157
 -
 -
 10,749
 -
 -
 -
 -
 5,545
 25,612
 -
 -
 31,157
 $
 204,386
 $
 673,141
 $
 387,562
 $
 257,782
 $
 314,934
 $
 572,397
 $
 5,418
 $
 -
 $
 Pass
 $
 701,955
 $
 1,361,507
 $
 730,859
 $
 561,078
 $
 127,857
 $
 958,249
 $
 13,128
 $
 -
 $
 4,454,633
 Watch
 1,959
 40,603
 43,918
 65,916
 45,846
 118,937
 4,557
 -
 321,736
 43,020
 5,413
 24,730
 -
 17,170
 131,733
 -
 -
 222,066
 1,016
 1,307
 10,285
 55,431
 16,698
 4,069
 -
 88,986
 $
 747,950
 $
 1,408,830
 $
 799,687
 $
 637,279
 $
 246,304
 $
 1,225,617
 $
 21,754
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 1,323
 Pass
 $
 395,436
 $
 434,199
 $
 453,535
 $
 109,543
 $
 71,267
 $
 562,317
 $
 18,899
 $
 -
 $
 2,045,196
 Watch
 2,947
 115,000
 94,131
 57,351
 19,074
 160,719
 2,905
 -
 452,127
 -
 16,860
 98,653
 6,417
 6,961
 55,293
 -
 -
 184,184
 1,316
 16,187
 7,510
 143,696
 22,608
 195,058
 12,617
 -
 398,992
 -
 -
 -
 -
 -
 -
 -
 $
 399,699
 $
 582,246
 $
 653,829
 $
 317,007
 $
 119,910
 $
 973,523
 $
 34,421
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 $
 5,827
 $
 -
 $
 -
 $
 5,832
 Pass
 $
 1,306,857
 $
 912,639
 $
 858,340
 $
 510,287
 $
 271,960
 $
 638,507
 $
 1,758,768
 $
 -
 $
 6,257,358
 Watch
 29,039
 132,807
 53,410
 48,982
 39,053
 158,659
 215,253
 -
 677,203
 6,609
 4,158
 1,297
 3,230
 2,239
 41,328
 18,084
 -
 76,945
 1,367
 2,388
 8,796
 23,217
 2,652
 33,928
 42,187
 -
 114,535
 -
 -
 -
 -
 -
 -
 $
 1,343,872
 $
 1,051,992
 $
 921,843
 $
 585,770
 $
 315,904
 $
 872,448
 $
 2,034,292
 $
 -
 $
 $
 1,143
 $
 $
 2,209
 $
 $
 1,875
 $
 1,086
 $
 4,517
 $
 -
 $
 11,614

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Pass
 $
 306,850
 $
 276,089
 $
 116,814
 $
 25,491
 $
 27,198
 $
 1,049
 $
 38,720
 $
 -
 $
 792,211
 Watch
 -
 39,413
 18,327
 -
 21,896
 9,506
 -
 89,924
 2,120
 13,151
 1,009
 -
 -
 -
 -
 16,281
 -
 6,379
 13,997
 3,895
 -
 36,593
 -
 -
 60,864
 $
 308,970
 $
 335,032
 $
 150,147
 $
 29,386
 $
 49,094
 $
 38,424
 $
 48,227
 $
 -
 $
 $
 -
 $
 2,611
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 2,611
 Pass
 $
 850,828
 $
 669,093
 $
 710,064
 $
 493,217
 $
 341,683
 $
 4,544,578
 $
 -
 $
 -
 $
 7,609,463
 4,708
 80,101
 -
 -
 86,454
 $
 850,924
 $
 669,489
 $
 710,226
 $
 494,208
 $
 346,391
 $
 4,624,679
 $
 -
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,638
 $
 -
 $
 -
 $
 1,638
 Pass
 $
 647,659
 $
 488,506
 $
 313,133
 $
 163,189
 $
 88,983
 $
 21,706
 $
 -
 $
 -
 $
 1,723,176
 2,516
 3,053
 -
 -
 8,616
 Loss
 -
 -
 -
 -
 -
 -
 -
 Total leasing
 $
 648,465
 $
 491,022
 $
 316,186
 $
 164,095
 $
 89,801
 $
 22,240
 $
 -
 $
 -
 $
 $
 1,065
 $
 4,424
 $
 2,878
 $
 $
 $
 $
 -
 $
 -
 $
 10,879

 Loans
 Loans
 2023
 2022
 2021
 2020
 2019
 Prior
 Years
 Total
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 1,112,466
 $
 -
 $
 1,112,466
 -
 -
 -
 -
 -
 -
 23,259
 -
 23,259
 Loss
 -
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 -
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 41,008
 $
 -
 $
 41,008
 Pass
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 7,394
 $
 42,547
 $
 12,253
 $
 62,194
 -
 -
 -
 -
 -
 1,849
 2,841
 Loss
 -
 -
 -
 -
 -
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 9,342
 $
 42,573
 $
 14,038
 $
 $
 -
 $
 -
 $
 -
 $
 -
 $
 -
 $
 $
 $
 -
 $
 Pass
 $
 900,450
 $
 574,530
 $
 204,808
 $
 60,220
 $
 62,446
 $
 98,397
 $
 -
 $
 22,034
 $
 1,922,885
 2,148
 6,615
 2,264
 1,059
 8,533
 -
 1,006
 22,168
 Loss
 $
 -
 $
 -
 $
 $
 -
 $
 $
 $
 -
 $
 -
 $
 $
 902,598
 $
 581,145
 $
 207,086
 $
 60,763
 $
 63,518
 $
 107,097
 $
 -
 $
 23,040
 $
 $
 5,193
 $
 49,051
 $
 22,526
 $
 4,828
 $
 5,763
 $
 3,112
 $
 -
 $
 1,475
 $
 91,948
 Auto
 Pass
 $
 1,210,622
 $
 899,797
 $
 711,439
 $
 405,768
 $
 260,355
 $
 120,318
 $
 -
 $
 -
 $
 3,608,299
 6,980
 14,049
 11,916
 9,157
 7,051
 3,199
 -
 -
 52,352
 Loss
 -
 -
 Total Auto
 $
 1,217,611
 $
 913,890
 $
 723,400
 $
 414,941
 $
 267,415
 $
 123,523
 $
 -
 $
 -
 $
 $
 10,170
 $
 23,849
 $
 11,820
 $
 5,914
 $
 3,553
 $
 -
 $
 -
 $
 -
 $
 55,306
 Pass
 $
 36,163
 $
 24,238
 $
 14,942
 $
 5,618
 $
 3,433
 $
 2,753
 $
 72,055
 $
 -
 $
 159,202
 -
 -
 Loss
 -
 -
 -
 -
 -
 -
 $
 36,407
 $
 24,263
 $
 15,079
 $
 5,691
 $
 3,449
 $
 3,247
 $
 72,305
 $
 -
 $
 $
 $
 $
 $
 $
 $
 11,876
 $
 $
 -
 $
 12,625
 Total Popular Inc.
 $
 6,660,882
 $
 6,731,050
 $
 4,885,045
 $
 2,966,922
 $
 1,816,720
 $
 8,572,537
 $
 3,394,737
 $
 37,078
 $
 35,064,971

 Note 9 – Mortgage banking activities
from
fees
earned
in
with
administering
loans
and
on
rights.
It
also
gain
on
sales
and
securitizations
of
 residential mortgage
loans, losses
on repurchased
loans, including
interest advances,
and trading
gains and
losses on
derivative
used
to
hedge
the
securitization
activities.
In
fair
value
to
 mortgage loans held for sale, if any, are recorded as part of the mortgage
banking activities.

 The following table presents the components of mortgage
banking activities:

31,
 2024
 2023
 2022
 Mortgage servicing fees, net of fair value adjustments:
 Mortgage servicing fees
 $
 30,227
 $
 32,981
 $
 36,487
 Mortgage servicing rights fair value adjustments
 ( 11,370)
 ( 11,589)
servicing fees, net of fair value adjustments
 18,857
 21,392
 36,723
 Net gain (loss) on sale of loans, including valuation on loans
held for sale [1]
 ( 88)
 ( 251)
 Trading account profit:
 Unrealized gains (loss) on outstanding derivative positions
 ( 138)
 -
 Realized (loss) gains on closed derivative positions
 ( 150)
 6,635
profit
 6,635
 Losses on repurchased loans, including interest advances
 ( 150)
 ( 283)
 ( 657)
banking activities
 $
 19,059
 $
 21,497
 $
 42,450
 [1]
 Effective on January 1, 2023, loans held-for-sale
are stated at fair value. Prior to such date, loans held-for-sale
were stated at lower -of-cost-or-
 market.

 Note 10 – Transfers of financial assets and mortgage servicing assets

 The
typically
transfers
conforming
loans
in
conjunction
with
GNMA,
FNMA
and
FHLMC
 securitization transactions
whereby the
exchanged for
cash or
securities and
servicing rights.
As seller,
 has made
certain representations
and warranties
with respect
originally transferred
loans and,
past,
has sold
 loans
with
to
a
government-sponsored
entity,
namely
FNMA.
Refer
to
Note
to
the
 Statements for a description of such arrangements.

 No

liabilities were incurred
as a result
of these securitizations
during the years
ended December 31, 2024
and 2023 because
they
 did not contain any credit recourse arrangements.

 The
following tables
present the
initial fair
the
assets obtained
as
proceeds from
residential mortgage
loans securitized
 during the years ended December 31, 2024 and
2023:

 Proceeds Obtained During the Year
Ended December 31, 2024
 Initial fair value
 Trading account debt securities:
 Mortgage-backed securities - GNMA
 $
 -
 $
 6,783
 $
 -
 $
 6,783
 Mortgage-backed securities - FNMA
 -
 8,377
 -
 8,377
debt securities
 $
 -
 $
 15,160
 $
 -
 $
 15,160
 $
 -
 $
 -
 $
 $
 Total

 $
 -
 $
 15,160
 $
 $
 15,462

 Proceeds Obtained During the Year
Ended December 31, 2023
 Initial fair value
 Trading account debt securities:
 Mortgage-backed securities - GNMA
 $
 -
 $
 2,488
 $
 -
 $
 2,488
 Mortgage-backed securities - FNMA
 -
 34,857
 -
 34,857
debt securities
 $
 -
 $
 37,345
 $
 -
 $
 37,345
 $
 -
 $
 -
 $
 $
 Total

 $
 -
 $
 37,345
 $
 $
 38,332

Corporation retained
servicing rights
on whole
loan sales
involving approximately
 $

principal balance outstanding
(2023 -
$

million), with net
realized gains
of approximately $
 1.1

million (2023
- $
 0.7
 million). All loan sales performed during the
years ended December 31, 2024 and 2023 were without
credit recourse agreements.

 The Corporation recognizes as assets the rights to service loans for others,
whether these rights are purchased or result from asset
 transfers such as sales and securitizations. These mortgage
servicing rights ("MSRs") are measured at fair
 The
uses
a
cash
flow
model
to
the
fair
value
of
MSRs.
The
cash
flow
model
 incorporates
that
participants
would
use
in
net
of
 prepayment speeds, discount rate, cost to service, escrow account earnings, contractual servicing fee income, prepayment and late
 fees, among other considerations. Prepayment speeds are
adjusted for the loans' characteristics and portfolio behavior.

 The following table
presents the changes
in MSRs measured
using the fair
value method for
the years ended
 and 2023.

 Residential MSRs
 Fair value at beginning of period
 $
 $
 128,350
 1,364
 2,097
 Changes due to payments on loans

[1]
 ( 8,739)
 ( 9,934)
 Reduction due to loan repurchases
 ( 511)
 ( 606)
 Changes in fair value due to changes in valuation model inputs
or assumptions
 ( 2,120)
 ( 529)
 Other
 -
 ( 1,269)
 Fair value at end of period

[2]
 $
 $
 [1] Represents changes due to collection / realization
of expected cash flows over time.
 [2] At December 31, 2024, PB had MSRs amounting to $
 1.9

million (December 31, 2023 - $
 1.9

quarter ended June
30, 2023
the Corporation terminated
a servicing agreement,
in which it
acted as sub-servicer
for a
 third
party,
for
a
with
an
unpaid
of
$

and
a
MSR
fair
value
of

The transaction did not result in a material
effect on the financial results of the Corporation.
 Residential mortgage loans serviced for others were $
 9.0

billion at December 31, 2024 (2023 - $
 9.9

billion).
 Net mortgage servicing fees, a component of mortgage banking activities in the Consolidated Statements of Operations, include the
 changes from period to period in the fair value of the MSRs, including changes due to collection / realization of expected cash flows.
 The banking
subsidiaries receive servicing
fees based
on a
percentage of the
outstanding loan balance.
These servicing fees
are
 credited to
income when they
are collected. At
2024, those
weighted average mortgage
servicing fees
were
 0.32
 %
 (2023 –
 0.31
 %). Under these
servicing agreements, the
banking subsidiaries do
not generally earn
significant prepayment penalty
 fees on the underlying loans serviced.
 The section
below includes
assumptions used
valuation model
MSRs, originated
and purchased.

 Key
 economic assumptions used
in measuring the
servicing rights derived
from loans securitized
or sold by
the Corporation during
the
 years ended December 31, 2024 and 2023 were
as follows:

 Years ended

 BPPR
 PB
 BPPR
 PB
 Prepayment speed
 6.8
 %
 6.3
 %
 7.0
 %
 6.8
 %
 Weighted average life (in years)
 9.4
 8.7
 9.1
 8.3
 Discount rate (annual rate)
 9.7
 %
 12.8
 %
 9.6
 %
 11.1
 %

 Key
used
to
the
fair
value
of
MSRs
derived
from
sales
and
securitizations
of
loans
 performed
by
the
and
purchased
from
other
institutions,
and
the
sensitivity
to
 immediate changes in those assumptions, were as follows
as of the end of the periods reported:

 Originated MSRs
 Purchased MSRs

 2024
 2023
 2024
 2023
 Fair value of servicing rights
 $
 34,019
 $
 39,757
 $
 74,084
 $
 78,352
 Weighted average life (in years)
 6.4
 6.6
 6.6
 6.8
 Weighted average prepayment speed (annual
rate)
 5.8
 %
 5.9
 %
 6.9
 %
 7.0
 %
 Impact on fair value of 10% adverse change
 $
 ( 667)
 $
 ( 696)
 $
 ( 1,448)
 $
 ( 1,440)
 Impact on fair value of 20% adverse change
 $
 ( 1,308)
 $
 ( 1,365)
 $
 ( 2,840)
 $
 ( 2,827)
 Weighted average discount rate (annual rate)
 11.4
 %
 11.3
 %
 10.8
 %
 10.9
 %
 Impact on fair value of 10% adverse change
 $
 ( 1,267)
 $
 ( 1,387)
 $
 ( 2,689)
 $
 ( 2,871)
 Impact on fair value of 20% adverse change
 $
 ( 2,451)
 $
 ( 2,686)
 $
 ( 5,211)
 $
 ( 5,562)

 The sensitivity analyses presented in the table above for servicing rights are hypothetical and should be used with caution. As the
 figures indicate, changes in fair value based on a 10 and 20 percent variation in assumptions generally cannot be extrapolated
 because the relationship of the change in assumption to the change in fair value may not be linear. Also, in the sensitivity tables
 included herein, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without
 changing any other assumption. In reality, changes in one factor may result in changes in another (for example, increases in market
 interest rates may result in lower prepayments and increased credit losses), which might magnify or counteract the sensitivities.

 At December 31, 2024, the Corporation serviced $

million) in residential mortgage loans with credit recourse
 to the Corporation, from
which $

million was 60
days or more past
due (2023 - $

million). Also refer to
Note 22 for information
 on changes in the Corporation's liability of estimated losses
related to loans serviced with credit recourse.
the
year
ended
31,
2024,
the
repurchased
$

of
loans
from
its
 GNMA servicing portfolio (2023 - $

million). The determination to repurchase these loans
was based on the economic benefits
of
 the transaction, which results in a reduction of the servicing costs for
these severely delinquent loans, mostly related to principal and
 interest advances. The
risk associated with
the loans is
reduced due to
their guaranteed nature.
The Corporation may place
these
 loans under modification
programs offered by
FHA, VA
or United States
Department of Agriculture (USDA)
or other loss
mitigation
 programs offered by the Corporation, and once brought back to
current status, these may be either retained in portfolio or
re-sold in
 the secondary market.

 Note 11 - Premises and equipment

 Premises and equipment are stated at cost less accumulated
depreciation and amortization as follows:

 Useful life in years
 2024
 2023
 Premises and equipment:
 Land
 $
 89,519
 $
 90,275
 Buildings
 -
 497,631
 487,053
 Equipment
 -
 365,716
 421,513
 Leasehold improvements
 -
 96,521
 90,333
 959,868
 998,899

Less - Accumulated depreciation and amortization
 606,187
 605,178
 Subtotal
 353,681
 393,721
 Construction in progress
 158,587
 81,288
 Premises and equipment, net
 $
 601,787
 $
 565,284

 Depreciation and
amortization of premises
and equipment for
the year 2024
was $
 57.1

million (2023 -
$
 58.5

million; 2022
- $
 55.1
 million), of
which $
 26.4

million (2023
- $
 26.5

million; 2022
- $
 24.8

million) was
charged to
occupancy expense
and $
 30.7

 (2023
-
$
 32.0

million;
2022
-
$
 30.3

million)
was charged
to
equipment, technology
and
and
other
operating expenses.
 Occupancy expense of premises and equipment
is net of rental income
of $
 11.5

 13.1

million; 2022 - $
 13.1

 For information related to the amortization expense
of finance leases, refer to Note 32 - Leases.

 Note 12 – Other real estate owned

tables present
the activity
Other Real
Estate Owned
("OREO"), for
 2023 and 2022.

 OREO
 OREO
 Commercial/Construction
 Total
 Balance at beginning of period
 $
 11,189
 $
 69,227
 $
 Write-downs in value
 ( 1,104)
 ( 1,749)
 ( 2,853)
 7,155
 43,458
 50,613
 Sales
 ( 8,816)
 ( 61,845)
 ( 70,661)
 Other adjustments
 -
 ( 247)
 ( 247)
 $
 8,424
 $
 48,844
 $
 57,268

 OREO
 OREO
 Commercial/Construction
 Total
 Balance at beginning of period
 $
 12,500
 $
 76,626
 $
 89,126
 Write-downs in value
 ( 607)
 ( 2,179)
 ( 2,786)
 2,707
 68,582
 71,289
 Sales
 ( 3,428)
 ( 73,548)
 ( 76,976)
 Other adjustments
 ( 254)
 ( 237)
 $
 11,189
 $
 69,227
 $

 For the year ended December 31, 2022
 OREO
 OREO
 Commercial/ Construction
 Total
 Balance at beginning of period
 $
 15,017
 $
 70,060
 $
 85,077
 Write-downs in value
 ( 959)
 ( 1,517)
 ( 2,476)
 5,787
 70,069
 75,856
 Sales
 ( 7,453)
 ( 61,453)
 ( 68,906)
 Other adjustments
 ( 533)
 ( 425)
 $
 12,500
 $
 76,626
 $
 89,126

 Note 13 - Other assets

 The caption of other assets in the consolidated
statements of financial condition consists of the following
major categories:

 Net deferred tax assets (net of valuation allowance)
 $
 926,329
 $
 1,009,068
 Investments under the equity method
 251,537
 236,485
 Prepaid taxes
 42,909
 39,052
 Other prepaid expenses
 28,376
 29,338
 Capitalized software costs
 136,442
 93,404
 Derivative assets
 25,975
 Trades receivable from brokers and counterparties
 23,102
 Receivables from investments maturities
 14,600
 176,000
 Principal, interest and escrow servicing advances
 43,793
 48,557
 Guaranteed mortgage loan claims receivable
 17,226
 29,648
 Operating ROU assets (Note 32)

 93,389
 116,106
 Finance ROU assets (Note 32)

 19,174
 21,093
 Assets for pension benefit
 33,233
 23,404
 Others
 164,188
 144,888
 Total other assets
 $
 1,797,759
 $
 2,014,564

 The Corporation regularly incurs in
capitalizable costs associated with software development or
licensing which are recorded within
 the Other Assets line item in the accompanying Consolidated Statements of Financial Condition.
In addition, the Corporation incurs
 costs
with
hosting
arrangements
that
are
that
are
also
Other
Assets.
The
hosting
 arrangements can
include capitalizable
implementation costs
amortized during
the term
hosting arrangement.

 The
table
summarizes
the
composition
of
acquired
or
developed
costs
as
well
as
costs
to
hosting
 arrangements:

 Gross Carrying
 Net Carrying
 Amortization
 Value
 Software development costs
 $
 79,233
 $
 23,057
 $
 56,176
 Software license costs
 42,234
 21,459
 20,775
 Cloud computing arrangements
 65,797
 6,306
 59,491
 Total Capitalized
software costs [1] [2]
 $
 187,264
 $
 50,822
 $
 136,442
 Software development costs
 $
 76,497
 $
 22,086
 $
 54,411
 Software license costs
 42,868
 18,048
 24,820
 Cloud computing arrangements
 23,623
 9,450
 14,173
 Total Capitalized
software costs [1] [2]
 $
 142,988
 $
 49,584
 $
 93,404
 [1]
 Software intangible assets are presented as part of Other
Assets in the Consolidated Statements of Financial Condition.
 [2]
 The tables above excludes assets that have been fully
amortized.

 Total
amortization expense for
all capitalized software
and hosting arrangement
cost, reflected as
technology and software
 expenses in the consolidated statement of operations,
is as follows:

31,
 2024
 2023
 2022
 Software development and license costs
 $
 77,731

 $
 66,233
 $
 55,011
 Cloud computing arrangements
 4,398

 3,324
 3,805
 Total amortization
 $
 82,129

 $
 69,557
 $
 58,816

 Note 14 – Goodwill and other intangible assets

Corporation recognized a
write-down to goodwill
the sale
daily-rental
 business. During the
third quarter of
2023, the Corporation recorded
an impairment of
$

million as a
result of its
annual goodwill
 impairment test related to its U.S. based equipment leasing subsidiary, Popular Equipment Finance ("PEF"), due to lower forecasted
 cash flows and an increase in the rate used
to discount cash flows.
 The changes in the carrying amount of goodwill for the
year ended December 31, 2024 and 2023, allocated
by reportable segments,
 were as follows (refer to Note 36 for the definition
of the Corporation's reportable segments):

 Write down from
 a disposal group
 $
 436,383
 $
 ( 1,474)
 $
 434,909
 -
Inc.

 $
 $
 ( 1,474)
 $
 802,954

 Goodwill
 January 1, 2023
 $
 436,383
 $
 -
 $
 436,383
 391,045
 ( 23,000)
Inc.

 $
 827,428
 $
 ( 23,000)
 $

 Other intangible assets

 The following table reflects the components of
other intangible assets subject to amortization:

 Gross
 Net
 Amortization
 Value
 Core deposits
 $
 12,810
 $
 12,595
 $
 Other customer relationships
 14,286
 8,435
 5,851
 Total other intangible
 $
 27,096
 $
 21,030
 $
 6,066
 Core deposits
 $
 12,810
 $
 11,315
 $
 1,495
 Other customer relationships
 14,286
 6,777
 7,509
 Total other intangible
 $
 27,096
 $
 18,092
 $
 9,004

the
year
ended
31,
2024,
the
$
 2.9

in
to
other
 intangible assets with definite useful lives (2023
- $
 3.2

million; 2022 - $
 3.3

the estimated
amortization of
the intangible
assets with
definite useful
lives for
each of
the following
 periods:

 Year 2025
 1,750
 Year 2026
 1,440
 Year 2027
 Year 2028
 Later years

 Results of the Annual Goodwill Impairment Test

 The Corporation's goodwill and
other identifiable intangible assets having
an indefinite useful life
are tested for impairment,
 annually and
on a
more frequent basis
if events
or circumstances indicate
impairment could have
taken place. Such
events could
 include,
among others,
a significant
adverse change
business climate,
an adverse
action by
a regulator,
an unanticipated
 change in the competitive environment and a decision
to change the operations or dispose of a
reporting unit.

monitors
or
in
circumstances
tests
to
if
these
or
in
 circumstances would more likely than not reduce
the fair value of its reporting units below their carrying
amounts.
performed the
annual goodwill
impairment evaluation
entire organization
third quarter
of 2024
 using July 31, 2024 as the annual evaluation date. The reporting units
utilized for this evaluation were those that are one level below
 the business segments,
which are the
legal entities within the
reportable segment. The Corporation
follows push-down accounting,
 as such all goodwill is assigned to the reporting
units when carrying out a business combination.
 In determining the fair value of each reporting unit, the Corporation generally uses a combination of methods, including market price
of
comparable
and
transactions,
as
well
as
cash
flow
analysis.
the
 particular circumstances
of each
reporting unit
in order
to determine
the most
appropriate valuation methodology
to
each
methodology,
as
applicable.
The
the
obtained
under
each
 methodology to
identify and
understand the
key
value drivers
in order
to
ascertain that
the
results obtained
are
reasonable and
under
the
circumstances.
Elements
and
developments
in
 specific lines of business, and any particular
features in the individual reporting units.

 The computations
require management
estimates and
assumptions. Critical
assumptions that
are used
as part
of these
 evaluations include:

a selection of comparable publicly traded companies,
based on nature of business, location and
size;

a selection of comparable acquisitions;

the discount rate applied to future earnings, based
on an estimate of the cost of equity;

the potential future earnings of the reporting unit;
and

the market growth and new business assumptions.
 For
purposes
of
the
comparable
companies'
approach,
valuations
were
by
calculating
price
(using
 averages or applying regression analyses) of relevant value drivers from a
group of companies that are comparable to the reporting
 unit being analyzed and
applying those price multiples
to the value drivers
of the reporting unit.
Management uses judgment in
the
of
which
value
drivers
are
more
for
each
unit.
Comparable
companies'
price
 multiples represent minority-based multiples and thus, a control premium adjustment is added to the comparable
companies' market
 multiples applied to the reporting unit's value drivers.

 For purposes
market comparable transactions'
approach, valuations had
been previously determined
Corporation by
 calculating
price
of
value
drivers
from
a
group
of
for
which
the
target
are
 comparable to the reporting unit being analyzed and
applying those price multiples to the value drivers
of the reporting unit.
 For purposes
discounted cash flows
("DCF") approach, the
valuation is
estimated future cash
flows. The
 projections
used
in
the
DCF
for
each
unit
are
based
on
the
most
(as
of
the
date)
projections presented
to
the
Corporation's Asset
/
Liability Management
Committee ("ALCO").
The
growth assumptions
in
these
projections
are
based
on
expectations for
each
unit's
prospects

 economic and industry conditions as well
as particular plans of each entity
(i.e. restructuring plans, de-leveraging, etc.). The cost
of
 equity used to
discount the cash flows
was calculated using the
Ibbotson Build-Up Method and
ranged from
 11.99
 % to
 15.93
 % for
 the 2024 analysis. The Ibbotson Build-Up Method
builds up a cost of equity
starting with the rate of
return of a "risk-free" asset (20-
 year U.S. Treasury
note) and adds
to it additional
risk elements such as
equity risk premium, size
premium, industry risk
premium,
 and a
specific geographic risk
premium (as applicable).
The resulting discount
rates were
analyzed in terms
of reasonability given
 the current market conditions.

 The
of
the
BPPR
test
as
of
July
31,
2024
indicated
that
the
fair
value
using
a
 combination of
valuation methodologies
exceeded BPPR's
equity value
by
 3.7

billion or
 %
$
 3.7
 billion or
 %, for the annual goodwill impairment test completed as
of July 31, 2023. PB's annual
goodwill impairment test results
 as of such dates indicated that the estimated fair value
using a combination of valuation methodologies exceeded PB's equity value
 by approximately $

million or
 %, compared to $

million or
 %, for the annual goodwill impairment test completed as of July
 no

impairment was
recognized for
BPPR or
PB. The
goodwill balance
of BPPR
and PB,
as legal
entities,
 represented approximately
 % of the Corporation's total goodwill balance as of the
July 31, 2024 valuation date.
as
part
of
the
analyses,
performed
a
reconciliation
of
the
aggregate
fair
for
the
 reporting units to the market capitalization of the Corporation concluding that the
fair value results determined for the reporting units
 in the July 31, 2024 annual assessment were reasonable.
 The goodwill
impairment evaluation
process requires
to
make estimates
and assumptions
with regard
fair
 value
of
the
units.
Actual
may
from
these
estimates.
Such
differences
could
in
 impairment of goodwill that would, in turn, negatively
impact the Corporation's results of operations and the
reporting units where the
 goodwill is recorded. Particularly for reporting units with recognized impairments or where the
estimated fair value approximates the
 equity value,
future decreases
in fair
value estimates
could result
in additional
impairment charges.
declines in
the
capitalization and
adverse economic
sustained
over
a
longer
period of
time
affecting
 forecasted earnings could increase the risk of goodwill
impairment in the future.

 A decline in
the Corporation's stock
price related to
global and/or regional macroeconomic
conditions, a deterioration in
 Rico
or
the
U.S.
economies,
increases
in
the
rate
to
discount
cash
flows,
and
lower
could,
 individually or
aggregate, have a
material impact on
the determination of
the fair value
of our reporting
units, which could
in
 turn
in
an
impairment of
goodwill in
the
future.
An
impairment of
goodwill would
in
a non-cash
expense,
net
of
tax
 impact. A charge to earnings related to a goodwill
impairment would not materially impact regulatory
capital calculations.
 The following tables present the gross amount
of goodwill and accumulated impairment losses
by reportable segments.

 2024

 2024

(gross amounts)

(net amounts)
 $
 438,710
 $
 3,801
 $
 434,909
 564,456
 196,411
Inc.

 $
 1,003,166
 $
 200,212
 $
 802,954

 2023

 2023

(gross amounts)

(net amounts)
 $
 440,184
 $
 3,801
 $
 436,383
 564,456
 196,411
Inc.

 $
 1,004,640
 $
 200,212
 $

 Note 15 – Deposits
 Total deposits as of the end of the periods presented consisted of:

 Savings accounts
 $
 14,224,271
 $
 14,602,411
 NOW, money market and other interest
bearing demand deposits
 26,507,637
 25,094,316
 Total savings, NOW,
money market and other interest bearing demand
 40,731,908
 39,696,727
 Certificates of deposit:
 Under $250,000
 5,383,331
 5,443,062
 $250,000 and over
 3,629,551
 3,058,830

Total certificates
of deposit
 9,012,882
 8,501,892
 Total interest bearing
 $
 49,744,790
 $
 48,198,619
 Non- interest bearing deposits
 $
 $
 15,419,624
 $
 $

 A summary of certificates of deposits by maturity at
December 31, 2024 follows:

 2025
 $
 6,221,048
 2026
 972,395
 2027
 669,740
 2028
 589,225
 2029
 476,258
 2030 and thereafter
 84,216
 Total certificates of
 $
 9,012,882

 At December 31, 2024, the Corporation had brokered
deposits amounting to $
 1.6

billion (December 31, 2023 - $
 1.7

billion).
 The aggregate amount of overdrafts
in demand deposit accounts that
were reclassified to loans was $
 10.4

million at December 31,
 2024 (December 31, 2023 - $
 9.1

2024, Puerto Rico
government deposits amounted to
$
 19.5

billion. Puerto Rico
government deposits are interest
 bearing accounts.
These government
deposits are
indexed to
short-term market
rates and
fluctuate in
cost with
those
 rates, in
accordance with contractual
terms. Public
deposit balances are
difficult to
predict. For example,
the receipt
by the Puerto
 Rico
of
hurricane
assistance
and
seasonal
tax
collections
could
 balances at BPPR.
On the other hand,
the amount and
timing of reductions
in balances are
likely to be
impacted by,
for example,
 the
speed
at
which
assistance
is
distributed,
reductions
in
funding,
the
and
cash
of
the
Rico
and
its
and
the
implementation
of
and
debt
 adjustment plans approved
pursuant to PROMESA
or other actions
mandated by the
Fiscal Oversight and
Management Board for
Rico
(the
"Oversight
Board").
Generally,
these
that
the
bank
pledge
high
as
 collateral, therefore, liquidity risk arising from government
deposit outflows are lower.

 Note 16 – Borrowings
 Assets sold under agreements to repurchase amounted
to $

million at December 31, 2024 and $

million at December 31, 2023.

repurchase transactions are
overcollateralized with the
securities detailed in
the table
below.
have
a
right
of
set-off
with
the
counterparty
under
the
supplemental
terms
of
the
master
 repurchase agreements.
In an
event of
default,
each party
has a
right of
set-off
against the
other party
for amounts
owed in
the
and
any
other
or
owed
in
of
any
other
or
them.
 Pursuant to the
Corporation's accounting policy,
the repurchase agreements
are not offset
with other repurchase
agreements held
 with the same counterparty.
 The following table
presents information related to
the Corporation's repurchase
transactions accounted for as
secured borrowings
 that
are
with
debt
available-for-sale,
debt
held-to-maturity,
and
other
held-for-trading
 purposes or
which have
been obtained
under agreements
to resell.
It is
policy to
maintain effective
 assets sold under agreements to repurchase; accordingly, such
securities continue to be carried on the Consolidated Statements of
 Financial Condition.

 Repurchase agreements accounted for as secured borrowings

 Repurchase liability
 Repurchase liability
 Repurchase

weighted average
 Repurchase

weighted average

Within 30 days
 $
 22,591
 5.04
 %
 $
 16,931
 5.56
 %

After 30 to 90 days
 13,813
 4.71
 18,369
 5.60

After 90 days
 -
 -
 8,292
 5.73
 36,404
 4.92
 43,592
 5.61

Within 30 days
 4,924
 4.90
 27,171
 5.49

After 30 to 90 days
 13,505
 4.88
 20,394
 5.71
 Total mortgage-backed
 18,429
 4.89
 47,565
 5.58
 Collateralized mortgage obligations

Within 30 days
 -
 -
 5.25
mortgage obligations
 -
 -
 5.25
 Total
 $
 4.91
 %
 $
 91,384
 5.59
 %

 Repurchase agreements in this portfolio are generally short-term, often overnight.
As such, our risk is very
limited.
We manage the
 liquidity risks arising from secured
funding by sourcing funding globally from
a diverse group of counterparties, providing
a range of
 securities collateral and pursuing longer durations,
when appropriate.

 2024
 2023
 Maximum aggregate balance outstanding at any month-end
 $
 105,684
 $
 150,692
 Average monthly aggregate balance outstanding
 $
 76,156
 $
 115,808
 Weighted average interest rate:
 For the year
 5.54
 %
 5.20
 %
 At December 31
 4.99
 %
 5.68
 %

 At December 31, 2024, other short-term borrowings
consisted of $

million in FHLB Advances. There were
 no

other short-term
 borrowings at December 31, 2023.

 The following table presents additional information related
to the Corporation's other short-term
 borrowings at December 31, 2024 and December 31,
2023.

 2024
 2023
 Maximum aggregate balance outstanding at any month-end
 $
 $
 65,000
 Average monthly aggregate balance outstanding
 $
 8,402
 $
 27,302
 Weighted average interest rate:
 For the year
 5.40
 %
 4.80
 %
 At December 31
 4.67
 %
 5.60
 %

 Notes Payable

 The following table presents the composition of notes
payable at December 31, 2024 and December

 Advances with the FHLB with maturities ranging from
 2025

 2029

paying interest at monthly
 fixed rates ranging from
 0.54
 % to
 5.26
 %
(2023 -
 0.41
 % to
 5.26
 %)
 $
 302,722
 $
 394,665
 Unsecured senior debt securities maturing on
 2028

paying interest
 semiannually

at a fixed rate of
 7.25
 % (2023-
 7.25
 %), net of debt issuance costs of $
 4,082

 6,063
)
 [1]
 395,198
 393,937
 Junior subordinated deferrable interest debentures (related to
trust preferred securities) maturing on
 2034

with fixed interest rates ranging from
 6.125
 % to
 6.564
 % (2023 -
 6.125
 % to
 6.564
 %), net of debt
 issuance costs of $

)
 198,346
 Total notes payable
 $
 $
 986,948
 [1] On March 13, 2023, the Corporation issued $

million aggregate principal amount of
 7.25
 % Senior Notes due
 2028

(the "2028 Notes") in an
 underwritten public offering. The Corporation used a
portion of the net proceeds of the 2028 Notes offering
to redeem, on August 14, 2023, the
 outstanding $

million aggregate principal amount of its
 6.125
 % Senior Notes which were due on September
 2023
. The redemption price was
 equal to
 % of the principal amount plus accrued and unpaid
interest through the redemption date.

 A breakdown of borrowings by contractual maturities
at December 31, 2024 is included in
the table below.

 Assets sold under

 Short-term
 agreements to
 borrowings
 Total
 2025
 $
 $
 $
 144,215
 $
 424,048
 2026
 -
 -
 74,500
 74,500
 2027
 -
 -
 -
 -
 2028
 -
 -
 439,548
 439,548
 2029
 -
 -
 39,657
 39,657
 Later years
 -
 -
 Total borrowings
 $
 $
 $
 $
 1,176,126

 At
31,
2024
and
31,
2023,
the
Corporation had
FHLB
whereby
the
Corporation could
 borrow up to
$
 4.7

 4.2

billion, respectively,
of which $
 0.5

 0.4

billion, respectively,
were used. In
addition, at
31,
2024
and
31,
2023,
the
had
placed
$
 0.3

of
the
FHLB
facility
as
 collateral for municipal letters of credit
to secure deposits. The FHLB
borrowing facilities are collateralized with securities
and loans
 held-in-portfolio, and do not have restrictive covenants
or callable features.

 Also, at
the Corporation had
borrowing facilities at
the discount window
of the Federal
Reserve Bank of
New
 York amounting to $
 7.0

billion (December 31, 2023 - $
 4.4

billion), which remained unused at December 31, 2024
and December 31,
 2023.
The facilities are a collateralized source
of credit that is highly reliable even under difficult
market conditions.

 Note 17 – Trust preferred securities
 Statutory trusts established by the Corporation (Popular North
America Capital Trust I
and Popular Capital Trust II) had
issued trust
(also
referred
to
as
"capital
securities")
to
the
public.
The
proceeds
from
such
issuances,
together
with
the
 proceeds of the related issuances of common securities of the trusts (the "common securities"), were used by the trusts to purchase
 junior subordinated deferrable interest debentures (the
"junior subordinated debentures") issued by the

 The sole
the trusts
consisted of
the junior
subordinated debentures
Corporation and
the related
accrued interest
 receivable. These trusts are not consolidated
by the Corporation pursuant to accounting
principles generally accepted in the United
 States of America.
 The junior subordinated
debentures are included
by the Corporation
as notes payable
in the Consolidated
Statements of Financial
 Condition, while
the common
securities issued
issuer trusts
are included
securities held-to-maturity.
The common
 securities of each trust are wholly-owned, or indirectly
wholly-owned, by the Corporation.

 The following table presents financial data pertaining
to the different trusts at December 31, 2024 and 2023.

 December 31, 2024 and 2023

 North America

 Issuer
 Capital Trust I
 Capital Trust Il
 Capital securities
 $
 91,651
 $
 101,024
 Distribution rate
 6.564
 %
 6.125
 %
 Common securities
 $
 2,835
 $
 3,124
 Junior subordinated debentures aggregate liquidation amount
 $
 94,486
 $
 104,148
 Stated maturity date
 September 2034
 December 2034
 Reference notes
 [1],[3],[5]
 [2],[4],[5]

 [1] Statutory business trust that is wholly-owned by
PNA and indirectly wholly-owned by the Corporation.
 [2] Statutory business trust that is wholly-owned by
the Corporation.
 [3] The obligation of PNA under the junior subordinated
debenture and its guarantees of the capital securities under
the trust is fully and unconditionally
 guaranteed on a subordinated basis by the Corporation
to the extent set forth in the guarantee agreement.
 [4] These capital securities are fully and unconditionally guaranteed
on a subordinated basis by the Corporation to the extent
set forth in the guarantee
 agreement.
 [5] The Corporation has the right, subject to any required
prior approval from the Federal Reserve, to redeem
after certain dates or upon the
 occurrence of certain events mentioned below,
the junior subordinated debentures at a redemption
price equal to 100% of the principal amount, plus
 accrued and unpaid interest to the date of redemption. The
maturity of the junior subordinated debentures may
be shortened at the option of the
 Corporation prior to their stated maturity dates (i) on or
after the stated optional redemption dates stipulated in
the agreements, in whole at any time or
 in part from time to time, or (ii) in whole, but not in part,
at any time within 90 days following the occurrence
and during the continuation of a tax event,
 an investment company event or a capital treatment event
as set forth in the indentures relating to the capital securities,
in each case subject to
 regulatory approval.

and 2023,
$

trust preferred
securities outstanding
qualify for
Tier
 capital treatment but qualify for Tier 2 capital treatment.

 Note 18 - Other liabilities

 The caption of other liabilities in the consolidated
statements of financial condition consists of the following
major categories:

 Accrued expenses
 $
 334,145
 $
 337,695
 Accrued interest payable
 60,723
 59,102
 Accounts payable
 91,218
 89,339
 Dividends payable
 49,546
 44,741
 Trades payable
 495,139
 Liability for GNMA loans sold with an option to repurchase
 9,108
 10,960
 Reserves for loan indemnifications
 2,779
 4,408
 Reserve for operational losses
 29,465
 27,994
 Operating lease liabilities (Note 32)

 103,198
 126,946
 Finance lease liabilities (Note 32)

 23,141
 25,778
 Pension benefit obligation
 5,816
 6,772
 Postretirement benefit obligation
 99,172
 Others
 68,396
 63,816
 Total other liabilities
 $
 $
 914,627

 Note 19 – Stockholders' equity

 The Corporation's common stock ranks junior to all series of
preferred stock as to dividend rights and / or as
to rights on liquidation,
 dissolution
or
winding
up
of
the
Dividends
on
stock
are
if
declared.
The
to
 declare or
pay dividends
on, or
purchase, redeem
or otherwise
acquire, its
is subject
to certain
restrictions in
the
 event that the
Corporation fails to pay
or set aside
full dividends on the
preferred stock for the
latest dividend period. The
 the Corporation to
pay dividends in
the future is
limited by regulatory
requirements, legal availability of
funds, recent and
projected
 financial results, capital levels and liquidity of the Corporation, general
business conditions and other factors deemed relevant by the
 Corporation's Board of Directors.
trades on
the Nasdaq
Global Select
Market (the
"Nasdaq") under
the symbol
BPOP.
The 2003
 Series A Preferred Stock are not listed on Nasdaq.

 Preferred stocks
 The Corporation has
 30,000,000

shares of authorized
preferred stock that may
be issued in
one or more
series, and the
 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 Corporation's shares of preferred stock at
December 31, 2024 consisted of:

 6.375
 % non-cumulative monthly income preferred stock, 2003 Series
A,
 no

par value, liquidation preference value of
$
 per share. Holders on record of the 2003 Series A Preferred Stock are entitled to
receive, when, as and if declared by the
 Board of
Directors of
or an
authorized committee thereof,
out of
funds legally
available, non-cumulative
 cash dividends at the
annual rate per share
of
 6.375
 % of their
liquidation preference value, or
$
 0.1328125

per share per
 month.
These
of
stock
are
perpetual,
nonconvertible,
have
no
preferential
to
any
 securities of the
Corporation and are redeemable solely
at the option of
the Corporation with the
consent of the Board
of
 Governors
of
the
System.
The
redemption
price
per
share
is
$
 25.00
.
The
of
2003
Series
A
 Preferred Stock have no voting
rights, except for certain rights in
instances when the Corporation does not
pay dividends
 for a defined period. These
shares are not subject to
any sinking fund requirement. Cash dividends declared and
paid on
 the 2003
Series A
Preferred Stock
$
 1.4

million for
2023 and
2022.
 Outstanding shares of 2003 Series A Preferred Stock amounted
to

at December 31, 2024, 2023 and 2022.
 Dividends
the
year
2024,
cash
of
$
 2.56

(2023
-
$
 2.27
;
2022
-
$
 2.20
)
per
share
were
declared
 amounting to $
 183.9

 163.7

million; 2022 -
$
 163.7

million) of which
$
 49.5

million were payable to
stockholders of
stock
at
31,
2024
(2023
-
$
 44.7

million;
2022
-
$
 39.5

The
quarterly
dividend
of
$
 0.70

per
share
 declared to stockholders of record as of the close of business on
 December 6, 2024
, was paid on
 January 2, 2025
. On February 26,
 2025, the Corporation's Board of Directors approved a quarterly cash dividend of $
 0.70

per share on its outstanding common stock,
 payable on
 April 1, 2025

to stockholders of record at the close of business
on
 March 18, 2025
.
 Common stock repurchases
year
Corporation completed
the
repurchase of
 2,256,420

for $
 217.3

at
an
 average price
of $
 96.32

per share,
under a
repurchase authorization
of up
to $

million announced
on July
24,
 2024. The
repurchase program
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.
 Accelerated share repurchase transaction ("ASR")
 On August
24, 2022,
entered into
a $

million ASR
transaction with
its common
stock (the
"August
 ASR Agreement"), which
was accounted for
as a treasury
transaction. As a
result of the
receipt of the
 2,339,241

shares, the
 Corporation recognized in stockholders' equity approximately $

million in treasury stock and $

million as a reduction of capital
 surplus. The Corporation completed the transaction on December 7, 2022 and received
 840,024

additional shares of common stock
 and
$

as
treasury
stock
with
a
corresponding
in
its
surplus.
In
total
the
 Corporation repurchase a total of
 3,179,265

shares at an average purchased price of $
 72.6583

under the August ASR Agreement.
 On
March
1,
2022,
the
announced
that
on
February 28,
2022
it
entered
into
a
$

ASR
with
its common
stock (the
"March ASR
Agreement"), which was
accounted for
as a
treasury transaction. As
a result

 receipt
of
the
 3,483,942

shares,
the
Corporation recognized
in
stockholders'

in
treasury
 stock and
$

million as
a reduction
of capital
surplus. The
Corporation completed the
transaction on
July 12,
2022 and
 1,582,922

additional shares
of common
stock and
recognized $

treasury stock
corresponding increase
in its
 capital surplus. In
total the Corporation
repurchased a total
of
 5,066,864

shares at an
average purchased price
of $
 78.9443

under
 the March ASR Agreement.
 Statutory reserve
 The
Banking
Act
of
the
Commonwealth of
Rico
requires that
 a minimum of 10% of BPPR's net income

for
the
year
be
 transferred to
a statutory
reserve account
until such
statutory reserve
equals the
total of
paid-in capital
on common
and preferred
 stock. Any losses
incurred by a
bank must first
be charged to
retained earnings and then
to the reserve
fund. Amounts credited
to
 the
fund
may
not
be
used
to
pay
the
prior
consent
of
the
Rico
Commissioner
of
 Institutions.
The
failure
to
statutory
reserves
would
preclude
BPPR
from
paying
dividends.
statutory
 reserve fund
amounted to $

million at

million; 2022 -
$

million). During
2024, $

 was transferred to the statutory reserve account (2023 - $

million, 2022 - $

million). BPPR was in compliance with the statutory
 reserve requirement in 2024, 2023 and 2022.

 Note 20 – Regulatory capital requirements
 The Corporation,
PB are
various regulatory
capital requirements
imposed by
the federal
banking agencies.
 Failure to meet minimum capital requirements can
lead to certain mandatory and additional
discretionary actions by regulators that,
 if undertaken,
could have
a direct
material effect
Corporation's consolidated financial
statements. Popular,
Inc., BPPR
and
 PB are
Basel III
capital requirements,
including minimum
and well
capitalized regulatory
capital ratios
and compliance
 with the standardized approach for determining
risk-weighted assets.

 The Basel III Capital
Rules established a Common Equity
Tier I ("CET1") capital
measure and related regulatory capital ratio
CET1
 to risk-weighted assets.

 The Basel III Capital Rules provide that a
depository institution will be deemed to be well capitalized if
it maintained a leverage ratio
 of at
least
 %, a
CET1 ratio of
 6.5
 %, a Tier
1 risk-based capital
ratio of at
least
 % and
a total risk-based
ratio of
 %.
has
that
at
31,
2024
and
2023,
the
exceeded
all
 requirements to which it is subject.
has
been designated
Board as
a Financial
Holding Company
("FHC") and
is eligible
to
 engage in certain financial activities permitted under
the Gramm-Leach-Bliley Act of 1999.
 Pursuant to the adoption of the CECL accounting standard on
January 1, 2020, the Corporation elected to use a
five-year transition
as
permitted
in
the
final
interim
rules
March
31,
2020.
The
five-year
transition
 provision delays for two years the estimated impact of the adoption of the CECL accounting standard on regulatory capital, followed
 by a three-year transition period to phase out
the aggregate amount of the capital benefit provided
during the initial two-year delay.
 At December 31, 2024 and 2023, BPPR and
PB were well-capitalized under the regulatory
framework for prompt corrective action.

tables present
risk-based capital
and leverage
ratios at
2023 under
the
 Basel III regulatory guidance.

 Actual

 Capital adequacy minimum
 requirement (including
 conservation capital buffer) [1]

 Ratio
 Ratio
 2024
 Total Capital (to Risk-Weighted
 $
 6,968,203
 17.83
 %
 $
 4,102,713
 10.50
 %
 BPPR
 4,734,198
 17.04
 2,917,399
 10.50
 PB
 1,524,930
 13.93
 1,149,278
 10.50
 Common Equity Tier I Capital (to Risk-Weighted
 $
 6,262,792
 16.03
 %
 $
 2,735,142
 7.00
 %
 BPPR
 4,383,759
 15.78
 1,944,932
 7.00
 PB
 1,461,436
 13.35
 766,186
 7.00
 Tier I Capital (to Risk-Weighted Assets):
 $
 6,284,935
 16.08
 %
 $
 3,321,244
 8.50
 %
 BPPR
 4,383,759
 15.78
 2,361,704
 8.50
 PB
 1,461,436
 13.35
 930,368
 8.50
 Tier I Capital (to Average Assets):

 $
 6,284,935
 8.66
 %
 $
 2,903,739
 4.00
 %

 BPPR
 4,383,759
 7.48
 2,343,289
 4.00
 PB
 1,461,436
 10.64
 549,618
 4.00
 [1] The conservation capital buffer included for these
ratios is
 2.5
 %, except for the Tier I to Average
Asset ratio for which the buffer is not applicable
 and therefore the capital adequacy minimum of
 % is presented.

 Actual

 Capital adequacy minimum
 requirement (including
 conservation capital buffer)

 Ratio
 Ratio
 2023
 Total Capital (to Risk-Weighted
 $
 6,733,964
 18.13
 %
 $
 3,900,365
 10.500
 %
 BPPR
 4,811,675
 18.15
 2,782,976
 10.500
 PB
 1,491,549
 14.38
 1,088,754
 10.500
 Common Equity Tier I Capital (to Risk-Weighted
 $
 6,053,315
 16.30
 %
 $
 2,600,243
 7.000
 %
 BPPR
 4,478,033
 16.90
 1,855,317
 7.000
 PB
 1,426,037
 13.75
 725,836
 7.000
 Tier I Capital (to Risk-Weighted Assets):
 $
 6,075,458
 16.36
 %
 $
 3,157,438
 8.500
 %
 BPPR
 4,478,033
 16.90
 2,252,885
 8.500
 PB
 1,426,037
 13.75
 881,372
 8.500
 Tier I Capital (to Average Assets):

 $
 6,075,458
 8.51
 %
 $
 2,854,127
 %
 BPPR
 4,478,033
 7.64
 2,343,174
 PB
 1,426,037
 11.23
 507,942

 The following table presents the minimum amounts
and ratios for the Corporation's banks to be
categorized as well-capitalized.

 2024
 2023

 Ratio

 Ratio
 Total Capital (to Risk-Weighted
 BPPR
 $
 2,778,475
 %
 $
 2,650,453
 %
 PB
 1,094,551
 1,036,909
 Common Equity Tier I Capital (to Risk-Weighted
 BPPR
 $
 1,806,009
 6.5
 %
 $
 1,722,795
 6.5
 %
 PB
 711,458
 6.5
 673,991
 6.5
 Tier I Capital (to Risk-Weighted Assets):
 BPPR
 $
 2,222,780
 %
 $
 2,120,363
 %
 PB
 875,641
 829,527
 Tier I Capital (to Average Assets):
 BPPR
 $
 2,929,111
 %
 $
 2,928,968
 %
 PB
 687,022
 634,927

 Note 21 – Other comprehensive loss

 The
table
in
other
by
component
for
the
quarters
ended
 December 31, 2024 and, 2023.

 Changes in Accumulated Other Comprehensive (Loss) Income
by Component [1]
31,
 2024
 2023
 2022
 Foreign currency translation
 Beginning Balance
 $
 ( 64,528)
 $
 ( 56,735)
 $
 ( 67,307)
 Other comprehensive (loss) income
 ( 6,837)
 ( 7,793)
 10,572
 Net change
 ( 6,837)
 ( 7,793)
 10,572
 $
 ( 71,365)
 $
 ( 64,528)
 $
 ( 56,735)
 Adjustment of pension and
 postretirement benefit plans
 Beginning Balance
 $
 ( 117,893)
 $
 ( 144,335)
 $
 ( 158,994)
 Other comprehensive income before reclassifications
 14,157
 14,408
 4,882
 Amounts reclassified from accumulated other comprehensive loss
for
 amortization of net losses
 9,044
 12,034
 9,777
 Net change
 23,201
 26,442
 14,659
 $
 ( 94,692)
 $
 ( 117,893)
 $
 ( 144,335)
 Unrealized net holding
 (losses) gains on debt
 Beginning Balance
 $
 ( 1,713,110)
 $
 ( 2,323,903)
 $
 ( 96,120)
 Other comprehensive income (loss) before reclassifications
 74,277
 472,487
 ( 2,261,097)
 Amounts reclassified from accumulated other comprehensive
 income for gains on securities
 -
 -
 -
 Amounts reclassified from accumulated other comprehensive
 income for amortization of net unrealized losses of debt securities
 transferred from available-for-sale to held-to-maturity
 143,650
 138,306
 33,314
 Net change
 217,927
 610,793
 ( 2,227,783)
 $
 ( 1,495,183)
 $
 ( 1,713,110)
 $
 ( 2,323,903)
 Unrealized net gains (losses)
 on cash flow hedges
 Beginning Balance
 $
 -
 $
 $
 ( 2,648)
 Other comprehensive (loss) income before reclassifications
 -
 ( 19)
 3,107
 Amounts reclassified from accumulated other comprehensive
 income for gains on securities
 -
 ( 26)
 ( 414)
 Net change
 -
 ( 45)
 2,693
 $
 -
 $
 -
 $
 Total

 $
 ( 1,661,240)
 $
 ( 1,895,531)
 $
 ( 2,524,928)
 [1] All amounts presented are net of tax.

 The following table presents the amounts reclassified out of each component of accumulated other comprehensive (loss) income for
 the years ended December 31, 2024, 2023, and
2022.

 Reclassifications Out of Accumulated Other Comprehensive
(Loss) Income
 Affected Line Item in the

31,
 Consolidated Statements of Operations
 2024
 2023
 2022
 Adjustment of pension and postretirement benefit plans
 Amortization of net losses
 $
 ( 14,471)
 $
 ( 19,253)
 $
 ( 15,644)
 Total before tax
 ( 14,471)
 ( 19,253)
 ( 15,644)
 Income tax benefit
 5,427
 7,219
 5,867
 Total net of tax
 $
 ( 9,044)
 $
 ( 12,034)
 $
 ( 9,777)
 Unrealized net holding (losses) gains on debt securities
 Amortization of unrealized net losses of debt
 securities transferred to held-to-maturity

 ( 179,563)
 ( 172,883)
 ( 41,642)
 Total before tax
 ( 179,563)
 ( 172,883)
 ( 41,642)
 Income tax benefit

 35,913
 34,577
 8,328
 Total net of tax
 $
 ( 143,650)
 $
 ( 138,306)
 $
 ( 33,314)
 Unrealized net gains (losses) losses on cash flow
 hedges
 $
 -
 $
 $
 1,458
 Interest rate swaps
 -
 -
 ( 498)
 Total before tax
 -
 -
 ( 15)
 ( 546)
 Total net of tax
 $
 -
 $
 $
 Total reclassification
adjustments, net of tax
 $
 ( 152,694)
 $
 ( 150,314)
 $
 ( 42,677)

 Note 22 – Guarantees

has obligations
upon the
occurrence of
certain events
under financial
guarantees provided
in certain
 agreements.
Also,
from
time
to
time,
the
securitized
loans
into
guaranteed
 subject in certain instances, to
lifetime credit recourse on the
loans that serve as collateral
for the mortgage-backed securities. The
not sold
any mortgage
loans subject
to credit
recourse since
2009. Also,
from time
to time,
may
 sell, in
bulk sale
transactions, residential
and Small
Business Administration
("SBA") commercial
loans subject
to
or
to
representations
and
warranties
from
the
to
the
purchaser.
These
representations
and
 warranties may
relate, for
example, to
borrower creditworthiness,
loan documentation,
collateral,
prepayment and
early payment
 defaults. The
Corporation may
be required
to
repurchase the
loans under
the credit
recourse agreements
or
representation and
 warranties.
 At
Corporation serviced
$

(December 31,
2023
- $

million) in
residential mortgage
loans
credit recourse
provisions, principally loans
FNMA and
FHLMC residential
mortgage loan
securitization
 programs. In the event
of any customer default, pursuant to
the credit recourse provided, the
Corporation is required to repurchase
 the
loan
or
reimburse
the
third
party
investor
for
the
incurred
loss.
The
maximum
payments
that
the
would
be
to
make
under
the
arrangements
in
the
event
of
nonperformance
by
the
is
 equivalent
to
the
total
of
the
loans
serviced
with
and
interest,
if
applicable.
 During 2024,
repurchased approximately
$

unpaid principal
balance in
the
 credit recourse
provisions (2023
- $

million). In
of nonperformance
borrower,
has rights
securing
the
loan.
The
suffers
on
these
loans
when
the
proceeds
from
a
 foreclosure sale
property underlying
a defaulted
mortgage loan
are less
than the
outstanding principal
balance of
the loan
 plus any
uncollected interest
advanced and
the costs
of holding
and disposing
the related
property.
At
 Corporation's liability
established to cover
the estimated credit
loss exposure
related to loans
sold or serviced
with credit
$

million (December
31,
2023 -
$

table shows
the changes
Corporation's liability
of
 estimated losses from
these credit recourses agreements,
included in the
consolidated statements of financial
condition during the
 years ended December 31, 2024 and 2023.

 Years ended
 2024
 2023
 Balance as of beginning of period
 $
 4,211
 $
 6,897
 Provision (benefit) for recourse liability
 ( 1,280)
 ( 1,989)
 Net charge-offs
 ( 320)
 ( 698)
 Balance as of end of period
 $
 2,611
 $
 4,211

 The estimated losses to be absorbed under the credit
recourse arrangements are recorded as a liability when
the loans are sold and
 are updated by
accruing or reversing expense
(categorized in the line
item "Adjustments (expense)
to indemnity reserves on
loans
 sold"
in
the
of
operations)
throughout
the
life
of
the
loan,
as
necessary,
when
 information becomes available. The
methodology used to
estimate the recourse
liability is a
function of the
recourse arrangements
 given and
considers a
variety of
factors, which
include actual
defaults and
historical loss
experience, foreclosure
rate, estimated
 future defaults
probability that
a loan
would be
delinquent. Statistical
methods are
estimate the
recourse liability.
 Expected loss
rates are
applied to
different loan
segmentations. The
expected loss,
which represents
expected to
be
 lost on a given loan, considers the
probability of default and loss severity.
The probability of default represents the probability that
a
 loan in
good standing
would become
delinquent within
the following
twelve-month period.
Regression analysis
quantifies
 the relationship
between the
default event
and loan-specific
characteristics, including
credit scores,
loan-to-value ratios,
and loan
 aging, among others.

 When the
Corporation sells or
securitizes mortgage loans,
it generally makes
customary representations and
warranties regarding
 the characteristics
loans sold. The
Corporation's mortgage operations
Rico group conforming
mortgage loans into
 pools which are
exchanged for FNMA and
GNMA mortgage-backed securities, which are
generally sold to
private investors, or are
 sold directly
to FNMA
for cash.
As required
government agency
programs, quality
review procedures
are performed
by
 the Corporation to
ensure that asset
guideline qualifications are met.
To
the extent the
loans do not
meet specified characteristics,
 the
Corporation may
be required
to
repurchase such
loans or
indemnify for
losses and
bear any
subsequent loss
the
 loans. The
amount purchased
under representation
and warranty
arrangements during
and

 December 31, 2023 was not considered material
for the Corporation.
 From
time
to
time, the
Corporation sells
loans and
agrees to
indemnify the
purchaser for
or
any
breach
of
 representations and warranties made in connection
with the sale.

 Servicing agreements
relating to
the mortgage-backed
programs of
FNMA and
GNMA, and
to
sold
or
 serviced to
certain other
investors, including
FHLMC, require
to
advance funds
scheduled payments
of
 principal, interest, taxes
and insurance,
if such
payments have not
been received
borrowers. At
 Corporation serviced $
 9.0

billion in mortgage loans for third-parties, including the loans serviced with credit recourse (December 31,
 2023 - $
 9.9

billion). The Corporation generally recovers funds advanced pursuant to these arrangements from
the mortgage owner,
 from liquidation proceeds when the mortgage
loan is foreclosed or,
in the case of FHA/VA
loans, under the applicable FHA
and
 VA
and guarantees
programs. However,
meantime, the
Corporation must
absorb the
cost
funds
it
advances
time the
advance is
outstanding. The
Corporation must
also bear
the costs
of attempting
to collect
on delinquent
and
 defaulted
loans.
In
if
a
defaulted
loan
is
not
cured,
the
loan
would
be
canceled
as
part
of
the
 foreclosure proceedings and the
Corporation would not
receive any future servicing
with respect to
that loan. At
 31,
2024,
the
of
funds
advanced
by
the
Corporation under
such
loan
was
$

(December
31,
2023
-
$

To
the
the
loans
the
 servicing portfolio experience
increased delinquencies, the Corporation
would be required
to dedicate additional
cash resources to
 comply with its obligation to advance funds as well
as incur additional administrative costs related
to increases in collection efforts.

Inc. Holding
Company ("PIHC") fully
and unconditionally guarantees
certain borrowing
obligations issued by
certain of
its
 % owned consolidated subsidiaries amounting to
$

million at both December 31,
2024 and December 31, 2023, respectively.
 In addition, at both December 31, 2024 and December 31, 2023, PIHC
fully and unconditionally guaranteed on a subordinated basis
 $

million of capital securities (trust preferred securities) issued by wholly-owned issuing trust entities to the extent set forth in the
agreement.
Refer
to
Note
to
the
for
on
the
trust
 preferred securities.

 Note 23 – Commitments and contingencies
 Off-balance sheet risk
is a
party to
financial instruments
with off-balance
sheet credit
risk in
the normal
course of
business to
meet the
 financial needs of its customers. These financial instruments
include loan commitments, letters of credit and standby
letters of credit.
 These instruments involve,
to varying
degrees, elements of
credit and
risk in
excess of
recognized in
the
 consolidated statements of financial condition.
 The
to
loss
in
the
event
of
nonperformance
by
the
other
party
to
the
instrument
for
 commitments to extend credit, standby
letters of credit and financial
guarantees is represented by the
contractual notional amounts
 of those instruments. The
Corporation uses the same
credit policies in
making these commitments and conditional
obligations as it
 does for those reflected on the consolidated statements
of financial condition.

 Financial instruments with
off-balance sheet credit
risk, whose contract
amounts represent potential credit
risk as of
the end of
the
 periods presented were as follows:

 Commitments to extend credit:
 Credit card lines
 $
 5,599,823
 $
 6,108,939
 Commercial lines of credit
 3,971,331
 3,626,269
 Construction lines of credit
 1,131,824
 1,287,679
 Other consumer unused credit commitments

 260,121
 256,610
 Commercial letters of credit
 5,002
 1,404
 Standby letters of credit
 144,845
 80,889
 Commitments to originate or fund mortgage loans
 29,604
 32,968

 At December 31, 2024 and December 31, 2023, the
Corporation maintained a reserve of approximately $

 respectively, for potential losses associated with unfunded loan commitments
related to commercial and construction lines
of credit.
 Other commitments
and December 31,
2023, the
Corporation also maintained
other non-credit
commitments for
 $
 2.0

 3.3

million, respectively, primarily for the acquisition of other investments.

 Business concentration
 Since the Corporation's business activities are concentrated primarily in Puerto Rico, its results of operations and financial condition
 are dependent
upon the
general trends
economy and,
in particular,
the residential
and commercial
 markets. The concentration
of the Corporation's
operations in Puerto Rico
exposes it to
greater risk than other
banking companies
 with a wider geographic base. Its
asset and revenue composition by geographical area
is presented in Note 36
to the Consolidated
 Financial Statements.

Rico
has
faced
and
challenges
for
over
a
decade.
In
response
to
such
challenges,
the
U.S.
 Congress enacted the
Puerto Rico Oversight
Management and Economic Stability
Act ("PROMESA") in
2016, which, among
other
the
Oversight
Board
and
a
for
the
restructuring
of
the
debts
of
the
Commonwealth,
its
and
municipalities.
The
Commonwealth
and
several
of
its
have
availed
themselves
of
debt
 restructuring proceedings
under PROMESA.
As
this report,
while municipalities
designated as
covered
 entities under PROMESA, no municipality has commenced, or has been authorized by the Oversight Board to commence, any such
 debt restructuring proceeding under PROMESA.
 At December 31, 2024, the Corporation's direct exposure to the
Puerto Rico government and its instrumentalities and municipalities
 totaled $

million, of which
$

million were outstanding
($

million at December
31, 2023). Of
 outstanding,
$

consists
of
loans
and
$

are
($

and
$

at
2023).
 Substantially all
amount outstanding
and December
were obligations
from various
 Rico
municipalities.
In
most
cases,
these
were
"general
obligations"
of
a
municipality,
to
which
the
municipality
has
 pledged
its
good
faith,
and
unlimited
taxing
power,
or
"special
obligations"
of
a
municipality,
to
which
the
 municipality
has
pledged
other
revenues.
At
31,
2024,
 %
of
the
to
municipal
loans
and

was
concentrated
in
the
municipalities
of
San
Juan,
Guaynabo,
Carolina
and
Caguas.
 In
July
2024,
the
 received scheduled principal payments amounting to $

million from various obligations from Puerto Rico
municipalities.

 The following table details the loans and investments representing the Corporation's direct exposure to
the Puerto Rico government
 according to their maturities as of December 31, 2024

:

 Investment
 Portfolio
 Loans
 Total Outstanding
 Total Exposure
 Central Government
 -
 -
 -
 Total Central
 -
 Municipalities
 2,440
 12,764
 15,204
 15,204
 9,520
 147,033
 156,553
 156,553
 119,073
 119,728
 119,728
 -
 44,582
 44,582
 44,582
 Total Municipalities
 12,615
 323,452
 336,067
 336,067
 Total Direct Government
Exposure
 $
 12,661
 $
 323,452
 $
 336,113
 $
 336,113

 In
at
31,
2024,
the
had
$

in
loans
or
by
Rico
 governmental entities
but for
principal source
of repayment
is non-governmental
($

million at
2023).
 These
$

in
loans
by
the
Rico
Housing
Finance
Authority
("HFA"),
a
 governmental instrumentality that
has been
designated as a
covered entity under
PROMESA (December 31,
2023 -
$

 These mortgage loans are secured by first mortgages on Puerto Rico residential properties and the HFA
insurance covers losses in
of a
borrower default
and upon
the satisfaction
other conditions.
also had
31,
 2024, $

million in bonds
issued by HFA
which are secured by
second mortgage loans on
Puerto Rico residential properties,
and
 for which HFA
also provides insurance to
cover losses in
the event of
a borrower default
and upon the
satisfaction of certain
other
 conditions (December
- $

million). In
insured by
HFA
and held
 directly or those serving as collateral for the HFA
bonds default and the collateral is insufficient to satisfy the
outstanding balance of
 these loans, HFA's
ability to honor its insurance will depend, among other factors, on the financial condition of HFA
at the time such
become
due
and
payable. The
Corporation does
not consider
the
government guarantee
when
estimating the
with
this
portfolio.
the
Governor
is
authorized
by
local
legislation
to
impose
a
temporary
 moratorium on the financial obligations of the HFA, a moratorium on
such obligations has not been imposed as of
the date hereof.

commercial loan
portfolio also
includes loans
to
private borrowers
who
are service
providers, lessors,
suppliers or
have
 other relationships with the government. These
borrowers could be negatively affected by
the Commonwealth's fiscal crisis and
the
 ongoing
Title
III
under
PROMESA.
Similarly,
and
loan
loans
to
and
retirees,
which
could
also
be
by
such
as
layoffs
or
 furloughs or reductions in pension benefits.

 In
$
 2.1

of
mortgages
and
$
 87.4

loans
were
or
guaranteed
by
the
U.S.
 Government or its agencies at December 31, 2024 (compared to $
 1.9

 89.2

million, respectively, at December 31, 2023).
 The Corporation also had
U.S. Treasury and
obligations from the U.S.
Government, its agencies or
government sponsored entities
portfolio of
available-for-sale and
held-to-maturity securities as
described in
Note 5
and 6
 At December 31, 2024,
the Corporation had operations
in the United States
Virgin Islands (the
"USVI") and had approximately
$
in
to
USVI
(December
31,
2023
-
$

The
USVI
has
been
a
 number of
fiscal and
economic challenges
that could
the ability
public corporations
and instrumentalities
to
 service their outstanding debt obligations.

2024, the Corporation
had operations in
the British Virgin
Islands ("BVI") and
it had a
loan portfolio amounting
to
$

comprised
of
retail
and
to
a
loan
of
$

at
 December 31, 2023. At December 31, 2024, the
Corporation had no significant exposure to a single
borrower in the BVI.
 FDIC Special Assessment

 On
16,
2023,
the
("FDIC")
a
final
rule
that
imposes
a
special
 assessment (the "FDIC
Special Assessment") to recover
the losses to
the deposit insurance
fund resulting from
the FDIC's use,
in
 March 2023,
of the systemic
risk exception to
the least-cost resolution
test under the
Federal Deposit Insurance
Act in
receiverships of
several failed
banks. In
connection with
this assessment,
recorded an
expense of
$
 71.4
 million, $
 45.3

million net of tax, in the fourth quarter
of 2023, representing the full amount of the
assessment.
 During the first quarter of 2024, the Corporation recorded an additional expense of $
 14.3

million, $
 9.1

million net of tax, to reflect the
 FDIC's
loss
which increased
from
$
 16.3

billion,
when
approved,
to
$
 20.4

quarter.
The
special
 assessment amount and collection period may
change as the estimated loss
is periodically adjusted or if
the total amount collected
 varies.

 Legal Proceedings
 The nature of Popular's business ordinarily
generates claims, litigation,
 arbitration, regulatory and governmental investigations, and
 legal
and
administrative
cases
and
(collectively,
"Legal
Proceedings").
Legal
Proceedings
may
involve
 various lines
of business
and include
claims relating
to contract,
torts, consumer
protection, securities,
antitrust, employment,
tax
 and
other
laws.
The
sought
in
Legal
Proceedings
may
substantial
or
indeterminate
compensatory
damages,
 punitive
damages,
injunctive
relief,
or
on
a
class-wide
basis.
When
the
determines
that
it
has
meritorious
 defenses to the claims
asserted, it vigorously defends
itself. The Corporation will
consider the settlement of
cases (including cases
 where it has meritorious defenses) when, in management's judgment,
it is in the best interest of the Corporation and
its stockholders
 to do so.
On at least
a quarterly basis,
Popular assesses its
liabilities and contingencies
relating to outstanding Legal
Proceedings
 utilizing the most current information available. For
matters where it is probable that the Corporation will
incur a material loss and the
 amount can be reasonably estimated, the Corporation establishes an accrual for
the loss. Once established, the accrual is
 on at least a quarterly basis to reflect any relevant
developments, as appropriate. For matters where a material loss is not probable,
 or the amount of the loss cannot be reasonably
estimated, no accrual is established.

 In certain cases,
exposure to loss
exists in
excess of any
accrual to the
extent such loss
is reasonably possible,
but not
probable.
 Management believes and
estimates that the
range of reasonably
possible losses (with
respect to those
matters where such
 may be determined in
excess of amounts accrued) for
current Legal Proceedings ranged from
$

to approximately $
 5.95

million as
 of
31,
2024.
In
cases,
management cannot
reasonably
the
possible
loss
at
this
time.
Any
 involves significant judgment, given the
varying stages of the
Legal Proceedings (including the fact
that many of them
are currently
 in preliminary stages), the
existence of multiple
defendants in several of
the current Legal Proceedings
whose share of liability
has
 yet to be determined, the numerous unresolved issues in
many of the Legal Proceedings, and the inherent uncertainty
of the various
outcomes
of
such
Legal
Proceedings.
will
from
time-to-time,
and
 losses may be more or less than the current estimate.

 While the
outcome of
Legal Proceedings
is inherently
uncertain, based
on information
currently available,
advice of
counsel, and
coverage,
believes
that
the
it
has
already
accrued
is
adequate
and
any
incremental
 liability arising from
the Legal Proceedings
in matters in
which a loss
amount can be
reasonably estimated will not
have a material
on the Corporation's
consolidated financial position.
However, in
of unexpected future
developments, it is
 possible that
the ultimate
resolution of
these matters
in a
reporting period, if
unfavorable, could have
a material
on
 the Corporation's consolidated financial position for that period.

 Set forth below is a description of certain Legal Proceedings.
 Insufficient Funds and Overdraft Fees Class Actions

 Popular, Inc. ("Popular") was named as
a defendant in a putative class action complaint captioned Golden v.
Popular, Inc. originally
 filed in March 2020
before the U.S. District Court for
the Southern District of New
York, seeking
damages, restitution and injunctive
 relief. Plaintiff alleged breach of
contract, violation of the covenant of
good faith and fair dealing,
unjust enrichment,
and violation of
consumer protection law due to Popular's purported
practice of charging overdraft fees
("OD Fees")
on transactions that,
 under plaintiffs' theory, do
not overdraw the account.
 The complaint further alleged that Popular assessed OD Fees over authorized
 transactions for
which sufficient
funds are
held for
settlement. Following
a Motion
to Compel
Arbitration filed
by Popular,
Plaintiff
 filed a Notice of Voluntary Dismissal in April 2022.

 In May 2022,
Plaintiff filed a
new complaint captioned Lipsett v.
Banco Popular North America
d/b/a Popular Community Bank
with
 the same allegations of
his previous complaint against
Popular. On May
2, 2024, the parties
reached a settlement in
principle on a
 class-wide basis. The Court approved the settlement
agreement on January 7, 2025. This matter is
now closed.

 Note 24 – Non-consolidated variable interest

 The Corporation is
involved with
 three

statutory trusts which
it created to
issue trust preferred
securities to the
public. These trusts
 are deemed to be variable interest entities ("VIEs") since the equity investors at risk have no substantial decision-making rights. The
 Corporation does not
hold any variable
interest in the
trusts, and therefore,
cannot be the
trusts' primary beneficiary.
 the
Corporation concluded
that
it did
not
hold
a
controlling financial
in
these
trusts
since the
decisions
of
the
trusts
are
 predetermined through
the trust
documents and the
guarantee of
the trust
preferred securities is
irrelevant since
in substance
the
 sponsor is guaranteeing its own debt.
 Also, the
Corporation is
involved with
various special
purpose entities
mainly in
guaranteed mortgage
securitization transactions,
GNMA
and
FNMA.
The
has
also
engaged
in
securitization
with
FHLMC,
but
its
 exposure in the
form of servicing
fees and servicing
advances not to be
significant at December
31, 2024.
These special purpose
are
to
be
VIEs
since
they
lack
at
risk.
The
continuing
involvement
in
these
 guaranteed loan
securitizations includes
owning certain
beneficial interests in
the form
of securities as
the servicing
 retained. The Corporation is not required to provide additional financial support to
any of the variable interest entities to which it has
the
The
to
the
retained,
are
in
the
of
Condition
as
or
The
concluded
that,
 essentially,
these
(FNMA
and
GNMA)
the
design
of
their
VIEs,
dictate
the
and
nature
of
the
 collateral, require
the underlying
insurance, set
the servicing
standards via
the servicing
guides and
can change
them at
will, and
 can remove a
primary servicer with cause,
and without cause in
the case of
FNMA. Moreover, through
their guarantee obligations,
 agencies (FNMA and GNMA) have the obligation
to absorb losses that could be potentially significant
to the VIE.
 The
holds
variable
interests
in
these
VIEs
in
the
form
of
and
 mortgage obligations, including those securities originated by the Corporation and those acquired from
third parties. Additionally, the
 Corporation holds agency mortgage-backed securities
and agency collateralized mortgage obligations
issued by third party
VIEs in
 which
it
has
no
other
form
of
continuing
involvement.
Refer
to
Note
to
the
for
on
the
debt
at
31,
2024
and
2023,
which
are
as
and
 trading securities
Corporation's Consolidated
Statements of
Financial Condition.
holds variable
 interests
in
the
form
of
servicing fees,
since
it
retains
the
right
to
the
loans
in
those
government-sponsored
 special purpose entities ("SPEs") and
may also purchase the
right to service loans
in other government-sponsored SPEs that
were
 transferred to those SPEs by a third-party.

the carrying
amount and
classification of
the assets
variable interests
in
 non-consolidated VIEs
maximum exposure
to loss
as a
result of
involvement as
servicer of
GNMA and
 FNMA loans at December 31, 2024 and 2023.

 Servicing assets:
 $
 84,356
 $
 92,999
 Total servicing

 $
 84,356
 $
 92,999
 Other assets:
 Servicing advances
 $
 6,112
 $
 6,291
 Total other assets
 $
 6,112
 $
 6,291
 $
 90,468
 $
 99,290
 Maximum exposure to loss
 $
 90,468
 $
 99,290

 The size of
the non-consolidated VIEs,
in which the
Corporation has a
variable interest in
the form
of servicing fees,
measured as
 the total unpaid principal balance of the loans,
amounted to $
 6.6

billion at December 31, 2024 (December
31, 2023 - $
 7.2

billion).
determined that
the maximum
exposure to
loss includes
the MSRs
assumption that
the
 servicing advances
at December 31,
2023 will
not be
recovered. The agency
debt securities are
not included as
 the maximum exposure to loss since they are guaranteed
by the related agencies.

 ASU 2009-17 requires that an ongoing primary beneficiary assessment should be made to determine whether the Corporation is the
 primary beneficiary of any of the VIEs it is
involved with. The conclusion on the assessment of these non-consolidated VIEs has not
 changed
since
their
evaluation.
The
concluded
that
it
is
still
not
the
primary
beneficiary
of
these
VIEs,
and
 therefore, these VIEs are not required to be consolidated
in the Corporation's financial statements at December 31,
2024.

 Note 25 – Derivative instruments and hedging

 The
use
of
is
incorporated
as
part
of
the
rate
risk
strategy
to
minimize
 significant unplanned fluctuations in
earnings and cash flows
that are caused
by interest rate volatility.
The Corporation's goal
is to
 manage interest
rate sensitivity by
modifying the repricing
or maturity characteristics
balance sheet assets
and liabilities
 so
income is
not materially
by movements
in interest
rates. The
Corporation uses
derivatives in
its
 trading activities
to facilitate
customer transactions,
and as
a means
of risk
management. As
a result
rate fluctuations,
 hedged fixed and
variable interest rate
assets and liabilities
will appreciate or
depreciate in fair
value. The effect
of this
 appreciation or depreciation is expected to be
substantially offset by the Corporation's
gains or losses on the derivative instruments
 that are linked to these hedged assets and liabilities. As a matter of policy,
the Corporation does not use highly leveraged derivative
 instruments for interest rate risk management.

 The credit
risk attributed to
the counterparty's
nonperformance risk is
incorporated in the
derivatives. Additionally,
 the
of
the
Corporation's own
standing is
considered in
value
derivative liabilities.
year
2024, inclusion of
the credit risk
the derivatives resulted
in a
gain of
$
 0.1

million from the
 Corporation's credit standing adjustment.
During the years ended December 31, 2023 and
2022, the Corporation recognized a gain
 of $
 0.4

million and a loss of $
 0.5

million, respectively, from the Corporation's credit standing adjustment.
 The Corporation's derivatives are subject to agreements which allow a right of set-off with each respective counterparty.
In an event
 of default, each party has a right of set-off
against the other party for amounts owed in the related agreement and any other amount
 or obligation owed in respect of any
other agreement or transaction between them.

 Pursuant to the Corporation's accounting policy,
 the
fair
value
of
is
not
with
the
fair
value
of
other
held
with
the
same
counterparty
even
if
these
 agreements allow
a right
of set-off.
In
derivatives is
not offset
amounts for
the right
to
reclaim
 financial collateral or the obligation to return financial
collateral.

 Financial instruments designated as non-hedging derivatives
outstanding at December 31, 2024 and 2023
were as follows:

 Notional amount
 Derivative assets
 Derivative liabilities

 Statement of
 Fair value at
 Statement of
 Fair value at
 2024
 2023
 classification
 2024
 2023
 classification
 2024
 2023
 Derivatives not designated

as hedging instruments:
 $
 11,150
 $
 14,930
 Trading
 $
 $
 -
 $
 $
 Interest rate caps
 95,625
 528,125
 2,195
 2,213
 Indexed options on deposits

 93,510
 89,730
 25,949
 22,224
 -
 -
 -
 Bifurcated embedded options
 86,278
 82,118
 -
 -
 -
 bearing
 22,805
 18,752
 Total derivatives not

designated as

hedging instruments
 $
 286,563
 $
 714,903
 $
 $
 $
 $
 Total derivative assets

and liabilities

 $
 286,563
 $
 714,903
 $
 $
 $
 $

 Cash Flow Hedges
utilizes forward
contracts to
hedge the
sale
of mortgage-backed
securities with
duration terms
over one
month.
 Interest rate forwards are contracts for the delayed delivery of securities,
which the seller agrees to deliver on a specified future date
 at
a specified
price or
yield.
These forward
contracts are
hedging a
forecasted transaction
and thus
qualify for
cash flow
hedge
 accounting.
in
the
fair
value
of
these
forward
as
cash
flow
hedges
are
in
other
 comprehensive income (loss).
 Effective on
January 1,
2023, the
Corporation discontinued
the hedge
accounting treatment
forward contracts
 the
in
fair
value
were
recorded,
net
of
taxes,
in
other
and
subsequently
 reclassified to net
income (loss) in
period that the
hedged transaction impacted
earnings. As a
result of this
change, the
 changes in the fair value of these forward contracts
are being recorded through net income. At December 31, 2024 and 2023,
there
 were no derivatives designated as cash flow hedges.

 For cash flow hedges, net gains (losses) on derivative
contracts that are reclassified from accumulated other
comprehensive income
 (loss) to current period earnings are included in the line item
in which the hedged item is recorded and during
the period in which the
 forecasted transaction impacts earnings, as presented
in the tables below.

 Amount of net gain (loss)
 recognized in OCI on
 derivatives (effective
 portion)
 Classification in the statement of
 operations of the net gain (loss)
 reclassified from AOCI into income
 (effective portion and ineffective
 portion)
 Amount of net gain
 (loss) reclassified from
 AOCI into income
 (effective portion)
 Amount of net gain
 (loss) recognized in
 income on derivatives
 (ineffective portion)
 $
 ( 30)
 $
 $
 -
 Total
 $
 ( 30)
 $
 $
 -

31, 2022
 Amount of net gain (loss)
 recognized in OCI on
 derivatives (effective
 portion)
 Classification in the statement of
 operations of the net gain (loss)
 reclassified from AOCI into income
 (effective portion and ineffective
 portion)
 Amount of net gain
 (loss) reclassified from
 AOCI into income
 (effective portion)
 Amount of net gain
 (loss) recognized in
 income on derivatives
 (ineffective portion)
 $
 1,636
 $
 1,458
 $
 -
 Total
 $
 1,636
 $
 1,458
 $
 -

 Fair Value Hedges
 At December 31, 2024 and 2023, there were
 no

derivatives designated as fair value hedges.
 Non-Hedging Activities

 For the year ended December
31, 2024, the Corporation recognized a
gain of $
 0.6

million (2023 –gain of $
 1.5

million; 2022 – gain
 of $
 7.7

million) related to its non-hedging derivatives,
as detailed in the table below.

 Amount of Net Gain (Loss) Recognized in Income on Derivatives

 Classification of Net Gain (Loss)
 Recognized in Income on Derivatives
 2024
 2023
 2022
 $
 $
 $
 8,094
 Interest rate caps
 ( 18)
 -
 Indexed options on deposits
 7,423
 6,201
 ( 5,290)
 Bifurcated embedded options

 ( 6,842)
 ( 5,326)
 4,942
 Total

 $
 $
 1,512
 $
 7,746

 Forward Contracts
 The Corporation has forward contracts to sell
mortgage-backed securities, which are accounted for as trading
derivatives. Changes
 in their fair value are recognized in mortgage banking
activities.
 Interest Rate Caps

 The
Corporation enters
into
caps as
an intermediary
on
behalf of
its customers
and simultaneously
takes offsetting
 positions under the same terms and conditions, thus
minimizing its market and credit risks.
 Indexed and Embedded Options
 The Corporation offers certain customers' deposits whose
return are tied to the performance of the Standard
and Poor's ("S&P 500")
 stock
indexes,
and
other
whose
are
tied
to
other
stock
indexes
or
other
 performance. The
Corporation bifurcated the
related options embedded
within these
customers' deposits from
the host
contract in
 accordance with
ASC Subtopic
815-15. In
limit the
Corporation's exposure
to changes
in these
indexes, the
 purchases indexed options which
returns are tied to
the same indexes from
major broker dealer companies
in the over the
counter
 market. Accordingly, the embedded options and the related indexed options are
marked-to-market through earnings.

 Note 26 – Related party transactions

 The Corporation has had loan transactions with
the Corporation's directors, executive officers, including certain
related individuals or
 organizations, and affiliates, and
proposes to continue such
transactions in the ordinary
course of its business,
on substantially the
 same
terms,
rates
and
collateral,
as
those
prevailing
for
comparable
loan
with
third
parties.
The
 activity and balance of all these loans were
as follows:

 Balance at December 31, 2022
 $
 125,337
 New loans
 23,381
 Payments
 ( 9,731)
 Other changes, including existing loans to new related parties
 7,030
 Balance at December 31, 2023
 $
 146,017
 New loans
 10,365
 Payments
 ( 11,743)
 Other changes, including existing loans to new related parties
 ( 2,422)
 Balance at December 31, 2024
 $
 142,217
 New loans and payments include disbursements and collections
from existing lines of credit.

 Certain
loans
to
parties
have
participated
in
the
loan
mitigation
that
are
also
to
third
 parties.
 From time
to time,
the Corporation,
ordinary course
of business,
also obtains
services from
related parties
that have
some
 association with the
Corporation. Management believes the
terms of such
arrangements are consistent with
arrangements entered
 into with independent third parties.

 Related party transactions with Evertec,
as an affiliate
 Until
August
15,
2022,
the
had
an
in
Evertec,
Inc.
("Evertec")
which
processing
and
technology services
to
the
Corporation and
its
and
gave
BPPR
access to
the
ATH
network owned
and
 operated
by
Evertec.
This
was
for
under
the
method.
The
$
 1.5

in
 dividends from its investment in Evertec during
the year ended December 31, 2022.
 On July 1, 2022, BPPR completed its previously announced
acquisition of certain assets from Evertec Group,
LLC ("Evertec Group")
 to
BPPR
channels,
in
exchange
for
of
held
by
BPPR.
The
was
for
as
a
 business combination. In
connection with this
transaction, BPPR also
entered into amended
and restated service
agreements with
 Evertec Group pursuant to
which Evertec Group will continue
to provide various information technology
and transaction processing
 services to Popular,
BPPR and their
respective subsidiaries. As
part of the
transaction, BPPR and
Evertec entered into
a revenue
 sharing structure for BPPR in connection with its merchant acquiring relationship with Evertec. On August 15, 2022, the Corporation
 completed the sale of
its remaining shares of common
stock of Evertec, together with
the aforementioned business acquisition (the
 "Evertec Transactions"). As
a result, the
Corporation discontinued accounting for
its proportionate share
of Evertec's
income (loss)
 and changes in stockholder's equity under the equity method of accounting in
the third quarter of 2022. The Corporation recorded a
 pre-tax gain of $
 257.7

million considering the initial exchange of
Evertec shares as well as the sale of
the remaining shares.

proportionate share
of Evertec's
income (loss)
and changes
in stockholders'
 for the year ended December 31, 2022.

 Share of Evertec income and Gain from the Evertec Transactions
and
 related accounting adjustments [1]
 $
 269,539
 Share of other changes in Evertec's stockholders' equity
 3,168
 Share of Evertec's changes in equity recognized in income
and Gain
 from the Evertec Transaction and related
accounting adjustments

 $
 272,707
 [1]
The
Gain
from
the
Transactions
and
are
reflected
other
in
the
accompanying
The
an
$
 17.3

as
an
in
with
the
 Transactions.

 The following table presents
the impact of transactions and
service payments between the Corporation and Evertec
(as an affiliate)
 and
their
on
the
of
for
the
year
ended
2022.
Items
that
represent
to
the
are
 presented with parenthesis.

 Category
 Interest expense on deposits
 $
 ( 267)
 ATH and credit cards interchange
income from services to Evertec
 13,955
 Other service fees
 Rental income charged to Evertec
 3,258
 Net occupancy
 Fees on services provided by Evertec
 ( 128,681)
 Other services provided to Evertec
 Total
 $
 ( 111,315)
 [1] Includes activity through June 30, 2022.

 Centro Financiero BHD, S.A.
had a
 15.63
 % equity
interest in
Centro Financiero
BHD, S.A.
("BHD"), one
largest
and
groups
in
the
Dominican
Republic.
the
year
ended
31,
2024,
the
 recorded $
 33.0

million in equity pickup, including the impact of changes in the fair value of available for sale securities included as a
 component of Other Comprehensive Income, from its investment in BHD (December 31, 2023
- $
 40.1

million), which had a carrying
$
 239.5

million at
2024 (December
- $
 225.9

million). The
Corporation received
$
 19.4

 cash
dividend distributions
and $
 2.9

in stock
dividends during
(December 31,
2023
-
$
 14.1
 million in cash dividends and $
 2.1

million in stock dividends).

 Note 27 – Fair value measurement

 ASC Subtopic
820-10 "Fair
Value
Measurements and
Disclosures" establishes
a fair
value hierarchy
that prioritizes
the inputs
to
 valuation techniques
measure fair
value into
three levels
in order
to increase
consistency and
comparability in
 measurements and disclosures. The hierarchy is broken
down into three levels based on the reliability
of inputs as follows:

 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to
 access at
the measurement date.
Valuation
on these
instruments does not
necessitate a
significant degree of
judgment
 since valuations are based on quoted prices that
are readily available in an active market.

 - Quoted prices other than those included in Level 1 that are observable either directly or indirectly.
Level 2 inputs
for
or
in
markets,
for
identical
or
or
 liabilities in
markets that
are
not active,
or other
inputs that
are
observable or
that can
be corroborated
by
 market data for substantially the full term of the
financial instrument.

 Level
 -
Inputs
are
and
to
the
fair
value
measurement.
Unobservable
reflect
the
 Corporation's own judgements about assumptions that
market participants would use in pricing the asset
or liability.
 The
maximizes
the
use
of
and
minimizes
the
use
of
by
requiring
that
the
 observable inputs be used when
available. Fair value is
based upon quoted market prices
when available. If listed prices
or quotes
 are
not
available,
the
employs
internally-developed
that
use
market-based
yield
 curves, interest rates,
volatilities, and credit
curves, among others.
Valuation
adjustments are limited
to those necessary
to ensure
 that the financial instrument's
fair value is adequately representative of
the price that would
be received or paid
in the marketplace.
 These adjustments include amounts that reflect counterparty credit quality,
the Corporation's credit standing, constraints on liquidity
 and unobservable parameters that are applied consistently.

 The estimated fair
value may
be subjective in
nature and may
involve uncertainties and
matters of
significant judgment for
 financial instruments. Changes in the underlying assumptions
used in calculating fair value could significantly
affect the results.

 Fair Value on a Recurring and Nonrecurring Basis
 The following fair value hierarchy tables
present information about the Corporation's assets
and liabilities measured at fair value
on
 a recurring basis at December 31, 2024 and
2023:

 Measured at NAV
 Total
 RECURRING FAIR VALUE

 Debt securities available-for-sale:
 $
 7,512,171
 $
 5,482,939
 $
 -
 $
 -
 $
 12,995,110
 Collateralized mortgage obligations - federal
 -
 120,284
 -
 -
 120,284
 -
 5,127,775
 -
 5,128,259
 Other
 -
 -
 2,250
 -
 2,250
 $
 7,512,171
 $
 10,730,998
 $
 2,734
 $
 -
 $
 Trading account debt securities, excluding
 derivatives:
 $
 2,814
 $
 $
 -
 $
 -
 $
 2,824
 Obligations of Puerto Rico, States and political
 -
 -
 -
 Collateralized mortgage obligations
 -
 -
 -
 -
 29,032
 -
 29,116
 Other
 -
 -
 -
debt securities, excluding
 $
 2,814
 $
 29,752
 $
 $
 -
 $
 32,783
 $
 -
 $
 45,664
 $
 -
 $
 $
 46,045
 -
 -
 -
 -
 5,423
 -
 -
 5,423

 -
 -
 -
at fair value on a
 $
 7,514,985
 $
 10,837,860
 $
 111,054
 $
 $
 18,464,280
 Liabilities
 $
 -
 $
 ( 22,832)
 $
 -
 $
 -
 $
 ( 22,832)
 Total liabilities measured
at fair value on a
 $
 -
 $
 ( 22,832)
 $
 -
 $
 -
 $
 ( 22,832)

 Measured at NAV
 Total
 RECURRING FAIR VALUE

 Debt securities available-for-sale:
 $
 3,936,036
 $
 6,811,025
 $
 -
 $
 -
 $
 10,747,061
 Collateralized mortgage obligations - federal
 -
 134,686
 -
 -
 134,686
 -
 5,844,180
 -
 5,844,786
 Other
 -
 2,500
 -
 2,511
 $
 3,936,036
 $
 12,789,902
 $
 3,106
 $
 -
 $
 Trading account debt securities, excluding
 derivatives:
 $
 $
 -
 $
 -
 $
 -
 $
 Obligations of Puerto Rico, States and political
 -
 -
 -
 Collateralized mortgage obligations
 -
 -
 -
 14,261
 -
 14,373
 Other
 -
 -
 -
debt securities, excluding
 $
 $
 14,425
 $
 $
 -
 $
 $
 -
 $
 37,965
 $
 -
 $
 $
 38,275
 -
 -
 -
 -
 3,239
 -
 -
 3,239

 -
 -
 -
at fair value on a
 $
 3,952,895
 $
 12,869,950
 $
 121,499
 $
 $
 16,944,654
 Liabilities

 $
 -
 $
 ( 21,103)
 $
 -
 $
 -
 $
 ( 21,103)
 Total liabilities measured
at fair value on a
 $
 -
 $
 ( 21,103)
 $
 -
 $
 -
 $
 ( 21,103)

 Beginning in the first quarter of 2023, the Corporation has elected the fair value option for
newly originated mortgage loans held-for-
 sale. This election better aligns with the management
of the portfolio from a business perspective.

 Loans held-for-sale measured at fair value

 Loans held-for-sale measured at fair value were priced
based on secondary market prices. These loans
are classified as Level 2.

 The
tables summarize
the difference
between the
aggregate fair
value
aggregate unpaid
for
 mortgage loans originated as held-for-sale measured
at fair value as of December 31, 2024 and
December 31, 2023.

 Aggregate Unpaid
 Fair Value
 Principal Balance
 Difference
 Loans held for sale
 $
 5,423
 $
 5,436
 $
 ( 13)

 Aggregate Unpaid
 Fair Value
 Principal Balance
 Difference
 Loans held for sale
 $
 3,239
 $
 3,202
 $

 No

loans held-for-sale were 90 or more days past
due or on nonaccrual status as of December 31,
2024 and December 31, 2023.
 For the year ended December 31, 2024, changes in the
fair value of mortgage loans held-for-sale for which the
Corporation elected
 the fair value option, were not considered material.

 The fair value information included in the following
tables is not as of period end, but as
of the date that the fair value measurement
 was recorded during the years ended December 31, 2024,
2023 and 2022
and excludes nonrecurring fair value measurements
of
 assets no longer outstanding
as of the reporting date.

 Total
 NONRECURRING FAIR VALUE

 Write-downs
 Loans
 [1]
 $
 -
 $
 -
 $
 6,808
 $
 6,808
 $
 ( 939)
 [2]
 -
 -
 6,050
 6,050
 ( 1,934)
 Other foreclosed assets
 [2]
 -
 -
 ( 55)
at fair value on a nonrecurring basis
 $
 -
 $
 -
 $
 12,992
 $
 12,992
 $
 ( 2,928)
 [1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
 derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
 [2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are

 Total
 NONRECURRING FAIR VALUE

 Write-downs
 Loans
 [1]
 $
 -
 $
 -
 $
 10,091
 $
 10,091
 $
 ( 3,157)
 [2]
 -
 -
 6,560
 6,560
 ( 1,516)
 Other foreclosed assets
 [2]
 -
 -
 ( 28)
at fair value on a nonrecurring basis
 $
 -
 $
 -
 $
 16,753
 $
 16,753
 $
 ( 4,701)
 [1] Relates mainly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which is
 derived from appraisals that take into consideration prices
in observed transactions involving similar assets in similar
locations. Costs to sell are
 [2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are

31, 2022
 Total
 NONRECURRING FAIR VALUE

 Write-downs
 Loans
 [1]
 $
 -
 $
 -
 $
 11,215
 $
 11,215
 $
 ( 2,067)
 [2]
 -
 -
 3,992
 3,992
 ( 1,026)
 Other foreclosed assets
 [2]
 -
 -
 ( 1)
 Long-lived assets held-for-sale
 [3]
 -
 -
 1,178
 1,178
 ( 2,155)
at fair value on a nonrecurring basis
 $
 -
 $
 -
 $
 16,398
 $
 16,398
 $
 ( 5,249)
 [1] Relates mostly to certain impaired collateral dependent loans.
The impairment was measured based on the fair value
of the collateral, which
 is derived from appraisals that take into consideration
prices in observed transactions involving similar assets
in similar locations. Costs to sell are
 [2] Represents the fair value of foreclosed real estate and
other collateral owned that were written down to their fair
value. Costs to sell are
 [3] Represents the fair value of long-lived assets held-for-sale
that were written down to their fair value.

 The following tables present the changes in Level
3 assets and liabilities measured at fair
value on a recurring basis for the years
 ended December 31, 2024, 2023, and 2022.

 MBS
 Other
 CMOs
 MBS

 Other
 trading account
 Total
 debt securities
 Balance at January 1,
2024
 $
 $
 2,500
 $
 $
 $
 $
 $
 121,499
 Gains (losses) included in earnings
 -
 ( 500)
 -
 -
 ( 34)
 ( 11,370)
 ( 11,904)
 Gains (losses) included in OCI
 -
 -
 -
 -
 -
 -
 -
 -
 -
 -
 1,364
 1,364
 Sales
 -
 -
 -
 -
 -
 Settlements
 ( 125)
 -
 ( 5)
 ( 28)
 -
 -
 ( 158)
 Balance at December 31, 2024
 $
 $
 2,250
 $
 -
 $
 $
 $
 $
 111,054
 Changes in unrealized gains (losses)
 included in earnings relating to assets
 still held at December 31, 2024
 $
 -
 $
 -
 $
 -
 $
 $
 $
 ( 2,120)
 $
 ( 2,112)

 MBS
 Other
 Other
 CMOs
 MBS

 Total
 Balance at January 1, 2023
 $
 $
 1,000
 $
 $
 $
 $
 128,350
 $
 130,596
 Gains (losses) included in earnings
 -
 -
 -
 ( 2)
 ( 40)
 ( 11,589)
 ( 11,631)
 Gains (losses) included in OCI
 ( 5)
 -
 -
 -
 -
 -
 ( 5)
 -
 1,500
 -
 -
 2,097
 3,601
 Sales
 -
 -
 -
 -
 -
 ( 1,269)
 ( 1,269)
 Settlements
 ( 100)
 -
 ( 112)
 ( 101)
 -
 Balance at December 31, 2023
 $
 $
 2,500
 $
 $
 $
 $
 $
 121,499
 Changes in unrealized gains (losses)
 included in earnings relating to assets
 still held at December 31, 2023
 $
 -
 $
 -
 $
 -
 $
 ( 1)
 $
 $
 ( 529)
 $
 ( 512)

31, 2022
 MBS
 Other
 Other
 CMOs
 MBS

 Total
 Contingent
 Total
 Consideration
 Balance at January 1,
2022
 $
 $
 -
 $
 $
 -
 $
 $
 121,570
 $
 122,874
 $
 ( 9,241)
 $
 ( 9,241)
 Gains (losses) included in
 -
 -
 ( 2)
 ( 73)
 9,241
 9,241
 Gains (losses) included in OCI
 ( 15)
 -
 -
 -
 -
 -
 ( 15)
 -
 -
 -
 1,000
 -
 6,614
 7,830
 -
 -
 Settlements
 ( 100)
 -
 ( 88)
 -
 -
 -
 ( 188)
 -
 -
 Balance at December 31, 2022
 $
 $
 1,000
 $
 $
 $
 $
 128,350
 $
 130,596
 $
 -
 $
 -
 Changes in unrealized gains
 (losses) included in earnings
 relating to assets still held at
 $
 -
 $
 -
 $
 ( 2)
 $
 $
 ( 23)
 $
 11,964
 $
 11,943
 $
 -
 $
 -

 Gains and losses (realized and
unrealized) included in earnings for the
years ended December 31, 2024,
2023, and 2022 for Level
 3 assets and liabilities included in the previous
tables are reported in the consolidated statement
of operations as follows:

 2024
 2023
 2022
 Total
 Total
 Total

 relating to assets still
 relating to assets still
 relating to assets still

 in earnings
 held at reporting date
 in earnings
 held at reporting date
 in earnings
 held at reporting date
 $
 ( 11,370)
 $
 ( 2,120)
 $
 ( 11,589)
 $
 ( 529)
 $
 $
 11,964
 Trading account (loss) profit

 ( 34)
 ( 42)
 ( 71)
 ( 21)
 -
 -
 -
 -
 9,241
 -
 ( 500)
 -
 -
 -
 -
 -
 Total

 $
 ( 11,904)
 $
 ( 2,112)
 $
 ( 11,631)
 $
 ( 512)
 $
 9,336
 $
 11,943

tables include
quantitative information
about significant
unobservable inputs
derive the
of Level
 instruments, excluding those instruments
for which the
unobservable inputs were not
developed by the
Corporation such as
 of prior transactions and/or unadjusted third-party pricing
sources at December 31, 2024 and 2023.

 Fair value at

 2024
 Valuation technique
 Unobservable inputs
 Weighted average (range) [1]
 Other - trading
 $
 Discounted cash flow model
 Weighted average life

years
 Yield
.0%
 Prepayment speed
 10.8
 %
 $
 6,808
 [2]
 External appraisal
 Haircut applied on
 external appraisals
 6.6
 % (
 5.0
 % -
 10.0
 %)
 $
 [3]
 External appraisal
 Haircut applied on
 external appraisals
 60.1
 % (
 35.0
 % -
 65.6
 %)
 [1]

 Weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements
were calculated by relative fair value.
 [2]
 Loans held-in-portfolio in which haircuts were not applied
to external appraisals were excluded from this table.

 [3]
 Other real estate owned in which haircuts were not applied
to external appraisals were excluded from this table.

 Fair value at

 2023
 Valuation technique
 Unobservable inputs
 Weighted average (range) [1]
 CMO's - trading
 $
 Discounted cash flow model
 Weighted average life
 0.2

years (
 0.1

-
 0.2

years)
 Yield
 4.9
 %
 Prepayment speed
 14.5
 %
 Other - trading
 $
 Discounted cash flow model
 Weighted average life
 2.3

years
 Yield
.0%
 Prepayment speed
 10.8
 %
 $
 10,023
 [2]
 External appraisal
 Haircut applied on
 external appraisals
 6.9
 % (
.0% -
.0%)
 $
 [3]
 External appraisal
 Haircut applied on
 external appraisals
.0%
 [1]

 Weighted average of significant unobservable inputs
used to develop Level 3 fair value measurements
were calculated by relative fair value.
 [2]
 Loans held-in-portfolio in which haircuts were not applied
to external appraisals were excluded from this table.

 [3]
 Other real estate owned in which haircuts were not applied
to external appraisals were excluded from this table.

 The significant unobservable inputs used in the fair value measurement of the Corporation's collateralized mortgage obligations and
 interest-only
(reported
as
"other"),
which
are
in
the
"trading"
category,
are
yield,
prepayment rate,
and
weighted average
life. Significant
increases (decreases)
in
any
of
those
inputs in
isolation would
in
lower
(higher)
fair
value
measurement.
Generally,
a
in
the
assumption
used
for
the
rate
will
generate
a
directionally
opposite
in
the
life.
For
example,
as
the
average life
is
 reduced
by
a
rate,
a
lower
yield
will
be
realized,
and
when
there
is
a
in
the
rate,
the
life
of
these
will
extend,
thus
in
a
yield.
The
used
in
the
fair
value
of
the
are
 prepayment rates and discount rates.
Increases in interest rates may result in lower prepayments. Discount rates vary
according to
 products and / or portfolios depending on the
perceived risk. Increases in discount rates result
in a lower fair value measurement.

 Following is
a description
Corporation's valuation
methodologies used
for assets
and liabilities
measured at
fair value.
The
 disclosure requirements exclude certain financial instruments and all
non-financial instruments. Accordingly, the aggregate fair value
 amounts of the financial instruments disclosed do
not represent management's estimate of the underlying
value of the Corporation.
 Trading account debt securities and debt securities available-for-sale

U.S. Treasury securities:
The fair value
of U.S. Treasury
notes is based
on yields that
are interpolated from the
 maturity treasury curve.
These securities are classified
as Level 2.
U.S. Treasury
bills are classified as
Level 1 given the
 high volume of trades and pricing based on those
trades.

Obligations of U.S.
Government sponsored entities: The
Obligations of U.S. Government
sponsored entities include U.S.
which
fair
value
is
based
on
an
exchange
and
on
for
 securities. The U.S. agency securities are classified as
Level 2.

Obligations of Puerto
Rico, States and
political subdivisions: Obligations of
Puerto Rico, States
and political subdivisions
municipal
bonds.
The
bonds
are
segregated
and
the
like
characteristics
divided
into
sectors.
Market
 inputs used in the
evaluation process include all or
some of the following:
trades, bid price or
spread, two sided markets,
 quotes, benchmark curves including but not limited to Treasury
benchmarks and swap curves, market data feeds such as
 those obtained from
municipal market sources,
discount and capital
rates, and
trustee reports. The
municipal bonds are
 classified as Level 2.

Mortgage-backed securities: Certain agency mortgage-backed
securities ("MBS") are priced based on a bond's theoretical
 value
derived
from
bonds
by
and
sector.
Their
fair
value
incorporates
an
 adjusted spread. The
agency MBS are classified
as Level 2.
Other agency MBS
such as GNMA
Puerto Rico Serials
are
 priced using an internally-prepared pricing matrix with quoted prices from local brokers dealers. These particular MBS are

Collateralized mortgage
obligations: Agency
collateralized mortgage
obligations ("CMOs")
are priced
a bond's
 theoretical
value
derived
from
bonds
by
and
sector
and
for
which
fair
value
 incorporates
an
spread.
The
spread
model
and
volatility
 assumptions,
ratings
(whole
loans
collateral)
and
spread
adjustments.
These
CMOs
are
as
Level
2.
Other

 CMOs, due
to their
limited liquidity,
are classified
as Level
3 due
insufficiency of
inputs such
as executed
trades,
 credit information and cash flows.

Corporate securities (included
as "other" in
the "available-for-sale" category):
Given that the
quoted prices are
for similar
 instruments, these securities are classified as Level
2.

Corporate securities
and
interest-only strips
(included as
"other" in
the
"trading account
debt securities"
category): For
 corporate securities, quoted prices for these security types are obtained from broker dealers. Given that the quoted prices
 are for similar instruments or do not trade in highly liquid
markets, these securities are classified as Level 2. Given
 fair
value
was
based
on
a
cash
flow
model
using
inputs,
interest-only
strips
are

are
comprised principally
of
in
closed-ended and
open-ended mutual
funds
and
other
 Closed-end funds are
traded on the
secondary market at
the shares' market value.
Open-ended funds are considered
to be liquid,
 as investors can sell their shares continually to the fund and are priced at NAV.
Mutual funds are classified as Level 2. Other equity
 securities that
trade in
highly liquid
markets are
also classified
as Level
2, except
for one
equity security
that do
not have
 readily determinable fair value and is under an investment
company is measured at NAV.

("MSRs")
do
not
trade
in
an
with
readily
prices.
MSRs
are
priced
using
a
 discounted cash
flow model
valuation performed
by a
third party.
The discounted
cash flow
model incorporates
assumptions that
participants
would
use
in
net
characteristics,
prepayments
 assumptions, discount
rates, delinquency
and foreclosure
rates, late
charges, other
ancillary revenues,
cost to
service and
other
 economic factors.
Prepayment speeds
are adjusted
loans' characteristics
and portfolio
behavior.
Due to
the unobservable
 nature of certain valuation inputs, the MSRs are

rate
caps
and
indexed
options
are
traded
in
over-the-counter
markets.
These
are
indexed
to
an
 observable interest rate benchmark, such
as LIBOR or equity indexes,
and are priced using an
income approach based on present
 value
and
using
inputs.
Other
are
liquid
and
have
prices,
such
as
forward
 contracts or
"to be
announced securities"
("TBAs"). All
of these
derivatives are
Level 2.
The non-performance
risk is
 determined using internally-developed models that
consider the collateral
held, the remaining
term, and the
creditworthiness of the
 entity that
bears the
risk, and
uses available
public data
or internally-developed
data related
to current
spreads that
denote their
 probability of default.
 Contingent consideration liability
 The
fair
value
of
the
contingent consideration,
which
was
to
earnout
payments
that
could
be
over
a
three-year
 period to K2 Capital Group LLC's
("K2") related to an equipment leasing
and financing business acquired by the Corporation
 the
year
2022,
was
calculated
based
on
a
cash
flow
technique
using
the
probability-weighted
from
likely
 scenarios.
This contingent consideration is classified as Level
3.
 Loans held-in-portfolio that are collateral dependent
 The impairment is
measured based on
the fair value
of the collateral,
which is derived
from appraisals that
take into consideration
in
observed
involving
in
locations
and
which
could
be
to
adjustments.
 These collateral dependent loans are classified as Level
3.

 Loans measured at fair value or measured at
the lower of cost or market
 Loans
held-for-sale measured
value
or measured
lower of
cost
or market
were priced
based
on secondary
 prices. These loans are classified as Level 2.

 Other real estate owned and other foreclosed assets

 Other
real
owned
real
properties
securing
mortgage,
consumer,
and
loans.
Other
foreclosed
 assets include primarily automobiles
securing auto loans. The
foreclosed assets may be
determined using an external

 appraisal, broker price opinion, or an
internal valuation.
These foreclosed assets are classified as Level
3 since they are subject
to
 internal adjustments.
 ROU assets and leasehold improvements
 The impairment was measured based on the sublease rental value of
the branches that were subject to the strategic
realignment of
 PB's New York Metro Branch network.
These ROU assets and leasehold improvements are
 Long-lived assets held-for-sale
 The
for
its
long-lived
whenever
or
in
circumstances
indicate
that
the
 carrying amount of
an asset may not
be recoverable and records
a write down for
the difference between the
carrying amount and
 the fair value less cost to sell. These long-lived
assets held-for-sale are classified as Level
3.
 Trademark
 The write-down on impairment of a trademark
was based on the discontinuance of origination
thru e-loan platform. This trademark is

 Note 28 – Fair value of financial instruments

 The fair
financial instruments
is the
amount at
which an
asset or
obligation could
be exchanged
in a
current transaction
willing
parties,
other
than
in
a
forced
or
liquidation
sale.
For
those
with
no
 available, fair values have been estimated using present
value calculations or other valuation techniques, as well
as management's
 best judgment with respect to current economic conditions, including discount rates, estimates of future cash flows, and prepayment
 assumptions. Many of these
estimates involve various assumptions and
may vary significantly from
amounts that could be
realized
 in actual transactions.
 The
fair
reflected
herein
have
been
based
on
the
prevailing
rate
environment
at
31,
2024
and
 December 31, 2023, as
applicable. In different interest
rate environments, fair value
estimates can differ significantly,
especially for
fixed
rate
instruments.
In
the
fair
do
not
attempt
to
the
value
of
the
 Corporation's fee
generating businesses and
anticipated future business
activities, that
is, they
represent the
 value as
a going concern.
There have been
no changes in
the Corporation's valuation
methodologies and inputs
used to estimate
 the fair values for each class of financial assets and
liabilities not measured at fair value.
 The following tables present the
carrying amount and estimated fair
values of financial instruments with their
corresponding level in
value hierarchy.
The aggregate
amounts of
the financial
instruments disclosed
represent management's
 estimate of the underlying value of the Corporation.

 Financial Assets:
 $
 $
 $
 -
 $
 -
 $
 -
 $
 6,371,180
 9,768
 -
 -
 Trading account debt securities, excluding
 [1]
 32,783
 2,814
 29,752
 -
 32,783
 Debt securities available-for-sale
 [1]
 7,512,171
 10,730,998
 2,734
 -
 Debt securities held-to-maturity:
 $
 7,693,418
 $
 -
 $
 7,623,824
 $
 -
 $
 -
 $
 7,623,824
 Obligations of Puerto Rico, States and political
 51,865
 -
 6,866
 44,711
 -
 51,577
 Collateralized mortgage obligation-federal agency
 1,518
 -
 1,304
 -
 -
 1,304
 Securities in wholly owned statutory business trusts
 5,959
 -
 5,959
 -
 -
 5,959
 $
 7,752,760
 $
 -
 $
 7,637,953
 $
 44,711
 $
 -
 $
 7,682,664
 Equity securities:
 FHLB stock
 $
 55,786
 $
 -
 $
 55,786
 $
 -
 $
 -
 $
 55,786
 FRB stock
 100,304
 -
 100,304
 -
 -
 100,304
 Other investments
 52,076
 -
 45,664
 6,528
 52,573
 Total equity securities
 $
 208,166
 $
 -
 $
 201,754
 $
 6,528
 $
 $
 208,663
 $
 5,423
 $
 -
 $
 5,423
 $
 -
 $
 -
 $
 5,423
 36,361,628
 -
 -
 35,652,539
 -
 35,652,539
 -
 -
 -
 -
 -
 -

 Financial Liabilities:
 $
 55,871,463
 $
 -
 $
 55,871,463
 $
 -
 $
 -
 $
 55,871,463
 Time deposits
 9,012,882
 -
 8,795,803
 -
 -
 8,795,803
 $
 $
 -
 $
 64,667,266
 $
 -
 $
 -
 $
 64,667,266
 $
 $
 -
 $
 54,845
 $
 -
 $
 -
 $
 54,845
 [2]
 -
 -
 -
 Notes payable:
 FHLB advances
 $
 302,722
 $
 -
 $
 295,023
 $
 -
 $
 -
 $
 295,023
 Unsecured senior debt securities
 395,198
 -
 415,148
 -
 -
 415,148
 Junior subordinated deferrable interest debentures
 (related to trust preferred securities)
 -
 189,758
 -
 -
 189,758
 Total notes payable
 $
 $
 -
 $
 899,929
 $
 -
 $
 -
 $
 899,929
 $
 $
 -
 $
 $
 -
 $
 -
 $
 [1]
 Refer to Note 27 to the Consolidated Financial Statements
for the fair value by class of financial asset and its hierarchy
level.
 [2]
 Refer to Note 16 to the Consolidated Financial Statements
for the composition of other short-term borrowings.

 Financial Assets:
 $
 $
 $
 -
 $
 -
 $
 -
 $
 6,991,758
 7,113
 -
 -
 Trading account debt securities, excluding
 [1]
 14,425
 -
 Debt securities available-for-sale
 [1]
 3,936,036
 12,789,902
 3,106
 -
 Debt securities held-to-maturity:
 $
 8,121,411
 $
 -
 $
 8,092,339
 $
 -
 $
 -
 $
 8,092,339
 Obligations of Puerto Rico, States and political
 59,628
 -
 7,007
 52,671
 -
 59,678
 Collateralized mortgage obligation-federal agency
 1,556
 -
 1,395
 -
 1,408
 Securities in wholly owned statutory business trusts
 5,960
 -
 5,960
 -
 -
 5,960
 $
 8,188,555
 $
 -
 $
 8,106,701
 $
 52,684
 $
 -
 $
 8,159,385
 Equity securities:
 FHLB stock
 $
 49,549
 $
 -
 $
 49,549
 $
 -
 $
 -
 $
 49,549
 FRB stock
 98,948
 -
 98,948
 -
 -
 98,948
 Other investments
 45,229
 -
 37,965
 7,869
 46,144
 Total equity securities
 $
 193,726
 $
 -
 $
 186,462
 $
 7,869
 $
 $
 194,641
 $
 4,301
 $
 -
 $
 4,328
 $
 -
 $
 -
 $
 4,328
 34,335,630
 -
 -
 33,376,255
 -
 33,376,255
 -
 -
 -
 -
 -
 -

 Financial Liabilities:
 $
 55,116,351
 $
 -
 $
 55,116,351
 $
 -
 $
 -
 $
 55,116,351
 Time deposits
 8,501,892
 -
 8,154,823
 -
 -
 8,154,823
 $
 $
 -
 $
 63,271,174
 $
 -
 $
 -
 $
 63,271,174
 $
 91,384
 $
 -
 $
 91,386
 $
 -
 $
 -
 $
 91,386
 Notes payable:
 FHLB advances
 $
 394,665
 $
 -
 $
 377,851
 $
 -
 $
 -
 $
 377,851
 Unsecured senior debt securities
 393,937
 -
 400,848
 -
 -
 400,848
 Junior subordinated deferrable interest debentures
 (related to trust preferred securities)
 198,346
 -
 180,076
 -
 -
 180,076
 Total notes payable
 $
 986,948
 $
 -
 $
 958,775
 $
 -
 $
 -
 $
 958,775
 $
 $
 -
 $
 $
 -
 $
 -
 $
 [1]
 Refer to Note 27 to the Consolidated Financial Statements
for the fair value by class of financial asset and its hierarchy
level.

 Refer
to
Note
to
the
for
the
notional
of
commitments
to
extend
credit,
which
 represents the unused portion of credit facilities granted to customers,
and
letters of credit, which represent the contractual amount
 that
is
to
be
paid
in
the
event
of
nonperformance,
at
31,
2024
and
31,
2023.
The
fair
value
of
 commitments to
extend credit
and letters
of credit,
which are
the fees
charged to
enter into
those agreements,
 material to Popular's financial statements.

 Note 29 – Employee benefits
 Certain employees of BPPR are covered by three
non-contributory defined benefit pension plans,
the Banco Popular de Puerto Rico
 Retirement Plan and two Restoration Plans (the
"Pension Plans").
Pension benefits are based on age, years of
credited service,
 and final average compensation.
 The Pension
Plans are
currently closed to
new hires
accrual of
benefits are
frozen to
all participants. The
Pension Plans'
 benefit formula
on a
percentage of
average final
compensation and
years of
service as
plan freeze
date. Normal
 retirement age under
the retirement plan
is age 65
with 5 years
of service. Pension
costs are funded
in accordance with
minimum
 funding standards
Employee Retirement
Income Security
Act of
1974 ("ERISA").
Benefits under
the Pension
Plans are
and Puerto
Rico Internal Revenue
Code limits
on compensation
and benefits.
Benefits under restoration
plans
 restore benefits
to selected
employees that are
limited under
the Banco
Popular de
Retirement Plan
Internal Revenue
Code limits
and a
compensation definition
that excludes
amounts deferred pursuant
to nonqualified
 arrangements.

 In
to
pension
benefits,
BPPR
care
benefits
for
retired
(the
"OPEB
 Plan").
Regular employees
of BPPR,
hired before
February 1,
2000, may
become eligible
for health
care benefits,
provided they
 reach retirement age while working for BPPR.
 The
policy is
to
make
annual contributions
to
the
Pension Plans,
when necessary,
in amounts
which fully
 provide for all benefits as they become due under
the plans.

 The Corporation's pension fund investment strategy
is to invest in a
prudent manner for the exclusive
purpose of providing benefits
 to participants. A well defined internal structure has
been established to develop and implement
a risk-controlled investment strategy
 that is targeted to
produce a total return that,
when combined with BPPR contributions to
the fund, will maintain the
fund's ability to
 meet all
required benefit obligations.
Risk is controlled
through diversification of
asset types, such
as investments in
domestic and
 international equities and fixed income.
 Equity investments include various types of stock and index funds. Also, this category
includes Popular, Inc.'s common stock. Fixed
investments include
U.S. Government
and
other U.S.
agencies' obligations,
bonds, mortgage
 mortgage-backed securities
and index
funds, among
others. A
designated committee
periodically reviews
the performance
 pension
plans'
and
allocation.
The
Trustee
and
the
money
managers
are
allowed
to
exercise
 discretion, subject
to limitations
established by
the pension
plans' investment
policies. The
plans forbid
money managers
to enter
 into derivative transactions, unless approved by the
Trustee.

 The
long-term
rate-of-return-on-assets assumption
reflects
the
average rate
of
on
the funds
 invested or
to
be invested
to provide
benefits included
benefit obligation.
The assumption
has been
determined by
 reflecting
rates
of
for
the
plan
with
consideration
given
to
the
distribution
of
the
 investments by asset
class and
historical rates of
return for each
individual asset class.
This process is
reevaluated at least
on an
 annual basis and if market, actuarial and economic
conditions change, adjustments to the rate of return
may come into place.

 The
Pension
Plans
asset
allocation
as
of
31,
2024
and
2023
and
the
asset
allocation
 ranges, by asset category, are summarized in the table below.

 Minimum allotment
 Maximum allotment
 2024
 2023
 %
 %
 %
 %
 Debt securities
 %
 %
 %
 %
 Popular related securities
 %
 %
 %
 %
 Cash and cash equivalents
 %
 %
 %
 %

 The following table sets
forth by level, within
the fair value hierarchy,
the Pension Plans' assets at
fair value at December
 and 2023. Investments
measured at net
asset value per share
("NAV") as
a practical expedient have
not been classified
in the fair
 value hierarchy, but are presented in order to permit reconciliation of
the plans' assets.

 2024
 2023
 Total

 Total

 Obligations of the U.S.
 Government, its agencies,
 states and political
 $
 -
 $
 6,956
 $
 -
 $
 125,476
 $
 132,432
 $
 -
 $
 3,711
 $
 -
 $
 154,459
 $
 158,170
 Corporate bonds and
 debentures
 -
 364,900
 -
 10,734
 375,634
 -
 295,141
 -
 7,042
 302,183
 Equity securities - Common
 Stock
 3,821
 -
 -
 -
 3,821
 34,334
 -
 -
 -
 34,334
 Equity securities - ETF's
 32,372
 6,503
 -
 -
 38,875
 42,798
 17,173
 -
 -
 59,971
 Foreign commingled trust
 funds
 -
 -
 -
 20,097
 20,097
 -
 -
 -
 51,392
 51,392
 Mutual fund
 -
 9,833
 -
 -
 9,833
 -
 1,610
 -
 22,642
 24,252
 -
 14,160
 -
 -
 14,160
 -
 9,289
 -
 -
 9,289
 Cash and cash equivalents
 17,034
 -
 -
 -
 17,034
 8,908
 -
 -
 -
 8,908
 Accrued investment income

 -
 -
 5,289
 -
 5,289
 -
 -
 3,927
 -
 3,927

 $
 53,227
 $
 402,352
 $
 5,289
 $
 156,307
 $
 617,175
 $
 86,040
 $
 326,924
 $
 3,927
 $
 235,535
 $
 652,426

 The closing prices reported in the active markets
in which the securities are traded are used
to value the investments.

 Following is a description of the valuation methodologies
used for investments measured at fair value:

Obligations
of
U.S.
Government,
its
agencies,
states
and
political
-
The
fair
value
of
Obligations
of
U.S.
 Government and its agencies obligations are based on
an active exchange market and on quoted market prices
for similar
 securities. U.S.
agency structured
notes
are
priced based
on
a bond's
theoretical value
from similar
bonds
defined by
 credit quality
and market sector
and for
incorporates an
option adjusted spread
in deriving
their fair
The fair value
of municipal bonds
are based on
trade data on
these instruments reported on
Municipal Securities
 Rulemaking Board ("MSRB")
transaction reporting system
or comparable bonds
from the same
issuer and credit
quality.

 These securities are classified as Level 2, except for
the governmental index funds that are measured
at NAV.

Corporate bonds and debentures -
Corporate bonds and debentures are
valued at fair value at
the closing price reported
 in the active market in
which the bond is traded. These
securities are classified as Level
2, except for the
 c
 orporate bond
 funds that are measured at NAV.

Equity securities – common stock
- Equity securities with
quoted market prices obtained from
an active exchange market
 and high liquidity are classified as Level 1.

Equity securities – ETF's
– Exchange Traded Funds
shares with quoted market prices
obtained from an active exchange
 market. Highly liquid ETF's are classified as Level 1 while
less liquid ETF's are classified as Level 2.

Foreign commingled trust fund-
Collective investment funds that are
valued using the NAV
per share practical expedient,
 were not
categorized within
value
hierarchy and
were presented
separately.
The Fund's
investments are
in an
 international equity portfolio and in an emerging markets
equity fund.

Mutual
funds
–
Mutual
funds
held
by
the
Plan
are
open-end
mutual
funds
that
are
registered
with
the
Securities
and
 Exchange
Commission (SEC)
and are
required to
publish their
daily NAV.
Since these
funds
have liquid
markets with
 trading activity of these or similar securities they
are considered level 2.

Cash and cash equivalents - The carrying amount of
cash and cash equivalents is a reasonable estimate of the
 since it is available on demand or due
to their short-term maturity. Cash and cash equivalents are classified as Level
1.

Accrued investment income – Given the
short-term nature of these assets, their carrying
amount approximates fair value.
 Since there is a lack of observable inputs
related to instrument specific attributes,
these are reported as Level 3.
 The preceding valuation methods may produce a fair value calculation that may not be indicative of net realizable value or
reflective
 of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market
 participants, the
use
of
methodologies
or
assumptions to
the
of
certain financial
instruments could
 result in a different fair value measurement at the reporting
date.

 The following table presents the change in Level
3 assets measured at fair value.

 2024
 2023
 Balance at beginning of year
 $
 3,927
 $
 3,581
 Purchases, sales, issuance and settlements (net)
 1,362
 Balance at end of year
 $
 5,289
 $
 3,927

 There were
 no

transfers in
and/or out
of Level
3 for
financial instruments
measured at
on a
 years ended
2023. There
were
 no

transfers in
and/or out
of Level
1 and
years ended
 December 31, 2024 and 2023.

 Information on the shares of common stock held by
the pension plans is provided in the table that
follows.

 (In thousands, except number of shares information)
 2024
 2023
 Shares of Popular, Inc. common stock
 40,619
 178,611
 Fair value of shares of Popular, Inc. common
stock
 $
 3,821
 $
 14,659
 Dividends paid on shares of Popular,
Inc. common stock held by the plan
 $
 $

 The following table presents the components of net
periodic benefit cost for the years ended
December 31, 2024, 2023 and 2022.

 2024
 2023
 2022
 2024
 2023
 2022
 (in thousands)
 Service cost
 $
 -
 $
 -
 $
 -
 $
 $
 $
 Other operating expenses:
 Interest cost
 30,234
 31,548
 19,199
 5,686
 6,082
 3,931
 Expected return on plan assets
 ( 34,376)
 ( 34,365)
 ( 35,388)
 -
 -
 -
 Recognized net actuarial loss
 16,664
 21,465
 15,644
 ( 2,193)
 ( 2,212)
 -
 Net periodic cost (benefit)
 $
 12,522
 $
 18,648
 $
 ( 545)
 $
 3,620
 $
 4,061
 $
 4,416
 Other Adjustments
 -
 -
 -
 -
 -
 Total cost (benefit)

 $
 12,522
 $
 18,648
 $
 ( 545)
 $
 3,620
 $
 4,061
 $
 4,476

 The following table sets forth the aggregate status of the plans and the amounts recognized in the consolidated financial statements
 at December 31, 2024 and 2023.

 2024
 2023
 2024
 2023
 Change in benefit obligation:
 Benefit obligation at beginning of year
 $
 635,794
 $
 628,175
 $
 $
 118,336
 Service cost

 -
 -
 Interest cost

 30,234
 31,548
 5,686
 6,082
 Actuarial (gain)/loss
 [1]
 ( 31,747)
 16,861
 ( 16,787)
 ( 1,180)
 Benefits paid
 ( 44,523)
 ( 40,790)
 ( 6,899)
 ( 6,384)
 Benefit obligation at end of year
 $
 589,758
 $
 635,794
 $
 99,172
 $
 Change in fair value of plan assets:
 Fair value of plan assets at beginning of year
 $
 652,426
 $
 619,885
 $
 -
 $
 -
 Actual return on plan assets
 9,042
 73,101
 -
 -
 Employer contributions
 6,899
 6,384
 Benefits paid
 ( 44,523)
 ( 40,790)
 ( 6,899)
 ( 6,384)
 Fair value of plan assets at end of year
 $
 617,175
 $
 652,426
 $
 -
 $
 -
 Funded status of the plan:
 Benefit obligation at end of year
 $
 ( 589,758)
 $
 ( 635,794)
 $
 ( 99,172)
 $
 ( 117,045)
 Fair value of plan assets at end of year
 617,175
 652,426
 -
 -
 Funded status at year end
 $
 27,417
 $
 16,632
 $
 ( 99,172)
 $
 ( 117,045)
 Amounts recognized in accumulated other comprehensive
loss:
 Net loss/(gain)
 177,017
 ( 40,048)
 Accumulated other comprehensive loss (AOCL)
 $
 177,017
 $
 $
 ( 40,048)
 $
 Reconciliation of net (liabilities) assets:
 Net liabilities at beginning of year
 $
 16,632
 $
 ( 8,290)
 $
 ( 117,045)
 $
 ( 118,336)
 Amount recognized in AOCL at beginning of year,
pre-tax
 243,434
 ( 26,486)
 Amount prepaid (liability) at beginning of year
 216,726
 235,144
 ( 142,499)
 ( 144,822)
 Total benefit
cost
 ( 12,522)
 ( 18,648)
 ( 3,620)
 ( 4,061)
 Contributions
 6,899
 6,384
 Amount prepaid (liability) at end of year
 204,434
 216,726
 ( 139,220)
 ( 142,499)
 Amount recognized in AOCL
 ( 177,017)
 ( 200,094)
 40,048
 25,454
 Net asset/(liabilities) at end of year
 $
 27,417
 $
 16,632
 $
 ( 99,172)
 $
 ( 117,045)
 [1]
 For 2024, the significant component of the Pension Plans
actuarial gain were mainly related to an decrease in the
obligation due to an increase in the
 single weighted-average discount rates and a change to certain
demographic assumptions partially offset by a lower
return on the fair value of plan
For OPEB plans, significant components of the actuarial
gain that changed the benefit obligation were mainly
related to the per capita
 assumption at year end that improved the funded position,
a change to certain demographic assumptions, a favorable
demographic experience from
 larger than expected reductions and an increase in discount
rates. For 2023, the significant component of the Pension
Plans actuarial loss were
 mainly related to a higher return on the fair value of plan
assets partially offset by an increase in the obligation
due to a decrease in the single
 weighted-average discount rates.
For OPEB plans, significant components of the actuarial
gain that changed the benefit obligation were mainly
 related to the per capita assumption at year end that
improved the funded position and the gain associated
with census data updates and plan
 experience better than expected offset by the
decrease in discount rates.

 The following table presents the change in accumulated other
comprehensive loss ("AOCL"), pre-tax, for the years ended December
 31, 2024 and 2023.

 2024
 2023
 2024
 2023
 Accumulated other comprehensive loss at beginning of year
 $
 $
 243,434
 $
 $
 ( 26,486)
 Increase (decrease) in AOCL:
 Recognized during the year:
 Amortization of actuarial losses
 ( 16,664)
 ( 21,465)
 2,193
 2,212
 Occurring during the year:
 Net actuarial (gains)/losses
 ( 6,413)
 ( 21,875)
 ( 16,787)
 ( 1,180)
 Total (decrease) increase
in AOCL
 ( 23,077)
 ( 43,340)
 ( 14,594)
 1,032
 Accumulated other comprehensive loss at end of year
 $
 177,017
 $
 $
 ( 40,048)
 $

 The Corporation estimates
the service
and interest cost
components utilizing a
full yield curve
approach in the
estimation of these
by
applying the
specific spot
rates
along
the yield
curve
used in
the
determination of
the
benefit obligation
to
their
 underlying projected cash flows.

 To
at
year
end,
the
used
a
of
spot
rates
to
 expected cash flows for years ended December 31, 2024
and 2023.

the discount
rate and
assumed health
care cost
trend rates
determine the
benefit obligation
 and net periodic benefit cost for the plans:

 Pension Plan
 Weighted average assumptions used to
 determine net periodic benefit cost for the
 years ended December 31:
 2024
 2023
 2022
 2024
 2023
 2022
 Discount rate for benefit obligation
 5.02

-
 5.05
 %
 5.34

-
 5.37
 %
 2.79

-
 2.83
 %
 5.10
 %
 5.42
 %
 2.94
 %
 Discount rate for service cost
 N/A
 N/A
 N/A
 5.37
 %
 5.66
 %
 3.21
 %
 Discount rate for interest cost
 4.95

-
 4.96
 %
 5.23

-
 5.24
 %
 2.3
 0 -
 2.33
 %
 4.99
 %
 5.28
 %
 2.51
 %
 Expected return on plan assets
 5.6
 0 -
 6.60
 %
 5.9
 0 -
 6.50
 %
 4.3
 0 -
 5.4
 %
 N/A
 N/A
 N/A
 Initial health care cost trend rate
 N/A
 N/A
 N/A
 7.25
 %
 7.50
 %
 4.75
 %
 Ultimate health care cost trend rate
 N/A
 N/A
 N/A
 4.50
 %
 4.50
 %
 4.50
 %
 Year that the ultimate trend
rate is reached
 N/A
 N/A
 N/A
 2035
 2035
 2023
 Weighted average assumptions used to determine
benefit obligation at
 December 31:
 2024
 2023
 2024
 2023
 Discount rate for benefit obligation
 5.54
 -
 5.57
 %
 5.02
 -
 5.05
 %
 5.65
 %
 5.10
 %
 Initial health care cost trend rate
 N/A
 N/A
 7.00
 %
 7.25
 %
 Ultimate health care cost trend rate
 N/A
 N/A
 4.50
 %
 4.50
 %
 Year that the ultimate trend
rate is reached
 N/A
 N/A
 2035
 2035

 The following table presents information for plans with a projected benefit obligation and accumulated benefit obligation in excess of
 plan assets for the years ended December 31,
2024 and 2023.

 2024
 2023
 2024
 2023
 Projected benefit obligation
 $
 33,993
 $
 35,965
 $
 99,172
 $
 Accumulated benefit obligation

 33,993
 36,965
 99,172
 Fair value of plan assets

 28,177
 29,193
 -
 -

 The
following table
presents information
for plans
with plan
assets in
excess of
its
projected benefit
obligation and
 benefit obligation for the years ended December 31,
2024 and 2023.

 2024
 2023
 2024
 2023
 Projected benefit obligation
 $
 555,765
 $
 599,829
 $
 -
 $
 -
 Accumulated benefit obligation

 555,765
 599,829
 -
 -
 Fair value of plan assets

 588,998
 623,233
 -
 -

 The Corporation expects to make the following contributions
to the plans during the year ended December
31, 2025.

 2025
 $
 $
 5,428

 Benefit payments projected to be made from the
plans during the next ten years are presented
in the table below.

 2025
 $
 49,495
 $
 5,428
 2026
 45,628
 5,656
 2027
 45,603
 5,878
 2028
 45,475
 6,111
 2029
 45,207
 6,311
 2030 - 2034
 218,548
 33,950

 The table below presents a breakdown of the
plans' assets and liabilities at December
31, 2024 and 2023.

 2024
 2023
 2024
 2023
 Non-current assets
 $
 33,233
 $
 23,404
 $
 -
 $
 -
 Current liabilities

 5,304
 5,595
 Non-current liabilities
 5,594
 6,550
 93,868
 111,451

 Savings plans
 The
also
contribution
savings
plans
pursuant
to
1081.01(d)
of
the
Rico
 Revenue
Code
and
401(k)
of
the
U.S.
Revenue Code,
as
applicable, for
substantially
all
the
of
the
 Corporation. Investments
plans are
participant-directed, and employer
matching contributions
are determined
the
 specific provisions
of each
plan. Employees
are fully
vested in
the employer's
contribution after
five years
of service.
The cost
of
 providing these benefits in the year ended
December 31, 2024 was $
 21.4

 20.3

million, 2022 - $
 18.7

 The
plans held
 1,177,588

(2023 –
 1,253,702
) shares
of common
stock
of
the
Corporation with
a market
 $
 110.8

million at December 31, 2024 (2023 - $
 102.9

 Note 30 – Net income per common share

 The
following table
sets
forth the
computation of
net
income per
common share
("EPS"), basic
and diluted,
years
ended
 December 31, 2024, 2023 and 2022:

 (In thousands, except per share information)
 2024
 2023
 2022
 $
 $
 $
 Preferred stock dividends
 Net income applicable to common stock
 $
 612,800
 $
 539,930
 $
 1,101,229
 Average common shares outstanding
 71,590,757
 71,710,265
 75,147,263
 Average potential dilutive common shares

 32,945
 81,427
 126,740
 Average common shares outstanding - assuming dilution
 71,623,702
 71,791,692
 75,274,003
 Basic EPS
 $
 8.56
 $
 7.53
 $
 14.65
 Diluted EPS
 $
 8.56
 $
 7.52
 $
 14.63

 Potential common shares consist of shares of common stock issuable under the assumed exercise of stock options, restricted stock
 and
share
using
the
treasury
stock
method.
This
assumes
that
the
are
 issued and
the proceeds
from exercise,
in addition
compensation cost
attributed to
future services,
are used
to
 purchase shares of common stock at the exercise date. The difference between the number of potential common shares issued and
 the shares
of common
stock
purchased is
added as
incremental shares
to
the actual
number of
shares outstanding
to
compute
 diluted
per
share.
Warrants,
stock
options,
stock
and
performance share
awards,
if
any,
that
in
lower
 potential common shares
issued than shares
of common stock
purchased under the treasury
stock method are
not included in
the
 computation of dilutive earnings per share
since their inclusion would have an antidilutive effect in earnings
per common share.

 Note 31 – Revenue from contracts with customers

 The following table presents
the Corporation's revenue streams
from contracts with customers
by reportable segment for the
years
 ended December 31, 2024, 2023 and 2022.

31,
 2024
 2023
 2022
 BPPR
 BPPR
 BPPR
 Service charges on deposit accounts
 $
 141,240
 $
 10,103
 $
 137,297
 $
 10,179
 $
 146,073
 $
 11,137
 Other service fees:
 Debit card fees
 [1]
 105,017
 98,779
 92,633
 Insurance fees, excluding reinsurance
 44,808
 6,946
 46,903
 5,602
 40,545
 5,018
 Credit card fees, excluding late fees and membership
fees
 [1]
 102,849
 1,587
 102,214
 1,597
 92,959
 1,275
 Sale and administration of investment products
 33,213
 -
 26,316
 -
 23,553
 -
 Trust fees
 27,659
 -
 26,160
 -
 23,614
 -
 Total revenue from
contracts with customers
 [2]
 $
 454,786
 $
 19,429
 $
 437,669
 $
 18,231
 $
 419,377
 $
 18,306
 [1] Effective in the third quarter of 2024, the
Corporation reclassified certain interchange fees, which
were previously included jointly with credit card
 fees from common network activity,
as debit card fees. For the year ended December 31, 2024,
these interchange fees were approximately $
 45.5
 million, which include approximately $
 22.2

million corresponding to the first and second quarters
of 2024 which were reclassified. For the years
 ended December 31, 2023 and 2022, interchange fees
of approximately $
 45.3

and
$
 43.3

million were reclassified, respectively.
 [2] The amounts include intersegment transactions of $
 4.5

million, $
.0 million and $
.0 million, respectively, for the
years ended December 31,
 2024, 2023 and 2022.

 Revenue from contracts with
customers is recognized when,
or as, the performance
obligations are satisfied by
the Corporation by
 transferring the
promised services
to
the customers.
A
service is
transferred to
the customer
when, or
as, the
customer obtains
of
that
service.
A
performance obligation
may
be
satisfied over
time
or
at
a
point
in
time.
Revenue from
a
 obligation satisfied
over time
is recognized
the services
that have
been rendered
to date.
Revenue from
a performance
 obligation satisfied at a point in time
is recognized when the customer obtains control over the
service. The transaction price, or the
 amount of revenue
recognized, reflects the
consideration the Corporation expects
to be entitled
to in exchange
for those promised
 services. In determining the transaction price, the Corporation considers the effects of variable consideration. Variable consideration
 is included
transaction price
only to
it is
probable that a
significant reversal
cumulative revenue
 recognized will
not occur.
is the
principal in
a transaction
if it
obtains control
specified goods
or services
 before they
are transferred
to
the customer.
If the
Corporation acts
as principal,
revenues are
presented in
the gross
 consideration to which it expects to
be entitled and are not
netted with any related expenses. On the
other hand, the Corporation is
 an agent if it does not control
the specified goods or services before they are transferred
to the customer. If
the Corporation acts as
 an agent, revenues are presented in the amount
of consideration to which it expects to be entitled,
net of related expenses.
 Following is a description of the nature and timing
of revenue streams from contracts with customers:
 Service charges on deposit accounts
 Service
charges
on
are
earned
on
retail
and
and
include,
but
are
not
limited
to,
 nonsufficient fund
fees, overdraft
fees and
checks stop
payment fees.
These transaction-based
fees are
recognized at
a point
in
 time,
upon
occurrence
of
an
activity
or
event
or
upon
the
occurrence
of
a
which
triggers
the
fee
assessment.
The
 Corporation is acting as principal in these transactions.
 Debit card fees
 Debit card fees include, but are not limited to, interchange
fees, surcharging income and foreign transaction
fees.
These transaction-
 based fees
are recognized at
a point in
time, upon
occurrence of an
activity or
event or upon
the occurrence of
a condition which
 triggers
the
fee
assessment.
Interchange
fees
are
upon
settlement
of
the
debit
card
transactions.
The
 Corporation is acting as principal in these transactions.
 Insurance fees

 Insurance fees
include, but
are
not limited
to, commissions
and contingent
commissions.
Commissions and
fees
are
 when related
policies are effective
since the Corporation
have an enforceable
right to
payment for services
completed to
 date.
An
is
created
for
to
commissions
earned
to
cancellations.
Contingent
 commissions
are
on
an
accrual
basis
when
the
to
be
is
notified
by
the
company.
The
 Corporation is acting
as an
agent since it
arranges for the
sale of
the policies and
receives commissions if,
and when, it
achieves
 the sale.

 Credit card fees
 Credit card
fees include,
but are
not limited
to, interchange
fees, additional
card fees,
cash advance
fees, balance
transfer fees,
 foreign transaction fees, and returned payments
fees. Credit card fees are
recognized at a point in
time, upon the occurrence of an
 activity or
an event.
Interchange fees
are recognized
upon settlement
credit card
payment transactions. The
Corporation is
 acting as principal in these transactions.
 Sale and administration of investment products
 Fees from
the sale
and administration
of investment
products include,
but are
not limited
to, commission
income from
the sale
of
 investment products, asset management fees, underwriting
fees, and mutual fund fees.

 Commission income from investment products is recognized on the trade date since clearing, trade execution, and custody services
 are satisfied when
the customer acquires
or disposes of
the rights to
obtain the economic
benefits of the
investment products and
 brokerage contracts have no fixed duration and
are terminable at will by
either party. The
Corporation is acting as principal in these
 transactions since it
performs the service
of providing the
customer with the
ability to acquire
or dispose of
the rights to
obtain the
 economic benefits of investment products.

 Asset
fees
are
satisfied
over
time
and
are
in
arrears.
At
contract
inception,
the
of
the
asset
 management fee
is constrained
inclusion in
the transaction
price since
the promised
consideration is
dependent on
the
 market and thus
is highly susceptible
to factors
outside the manager's
influence. As advisor,
the broker-dealer subsidiary
is acting
 as principal.
 Underwriting fees are
recognized at a point
in time, when
the investment products
are sold in
the open market at
a markup. When
 the broker-dealer subsidiary is lead
underwriter, it is
acting as an agent. In
turn, when it is
a participating underwriter, it
is acting as
 principal.
 Mutual fund fees,
such as distribution fees,
are considered variable consideration
and are recognized over
time, as the
uncertainty
 of the fees to be
received is resolved as NAV
is determined and investor activity occurs. The
promise to provide distribution-related
is
a
as
it
the
of
a
series
of
distinct
that
are
 substantially the same and have the same pattern of
transfer. When the broker-dealer subsidiary is acting as a distributor, it is acting
 as principal. In turn, when it acts as third-party dealer, it is acting
as an agent.
 Trust fees
 Trust fees
are recognized from
retirement plan, mutual fund
administration, investment management, trustee, escrow,
and custody
 and
safekeeping services.
These
asset
management services
are
a
performance obligation
as
it
requires the
 provision of
a series
of distinct
services that
are substantially
and have
pattern of
transfer.
The performance
is
satisfied
over
time,
except
for
optional
and
other
that
are
satisfied
at
a
point
in
time.

 Revenues are recognized in
arrears,
when, or as,
the services are rendered.
The Corporation is
acting as principal since,
as asset
 manager, it has the obligation to provide the specified service to the customer and
has the ultimate discretion in establishing the fee
 paid by the customer for the specified services.

 Note 32 – Leases
 The
Corporation enters
in
the
ordinary course
of
into
operating and
for
land,
buildings
and
equipment.
 These contracts generally do
not include purchase options
or residual value guarantees.
The remaining lease terms
of
 0.2

to
 30.0
 years
considers options
to
extend the
leases for
up
to

years. The
Corporation identifies
leases when
it
has
both the
right to
 obtain substantially all of the economic benefits from
the use of the asset and the right to direct
the use of the asset.
recognizes right-of-use
assets ("ROU
assets") and
lease liabilities
operating and
finance leases
in its
 Consolidated Statements of Financial Condition under the caption of other assets and other liabilities, respectively. Refer to Note 13
 and
Note
to
the
Statements,
respectively,
for
on
the
balances of
these
lease
and
 liabilities.
 The Corporation uses the
incremental borrowing rate for
purposes of discounting lease payments
for operating and finance leases,
 since it
does not have
enough information to
determine the rates
implicit in the
leases. The discount
rates are based
on fixed-rate
 and
fully
amortizing
of
its
that
are
collateralized.
For
held
by
non-banking
 subsidiaries, a credit spread is added to this rate
based on financing transactions with a
similar credit risk profile.

 The following table presents the undiscounted
cash flows of operating and finance leases for
each of the following periods:

 2025
 2026
 2027
 2028
 2029
 Later
 Years
 Total Lease
 Payments
 Less: Imputed
 Total
 Operating Leases
 $
 28,708
 $
 20,567
 $
 15,184
 $
 12,657
 $
 10,652
 $
 30,371
 $
 118,139
 $
 ( 14,941)
 $
 103,198
 Finance Leases
 4,459
 4,222
 2,927
 2,592
 2,414
 9,527
 26,141
 ( 3,000)
 23,141

 The following table presents the lease cost recognized
by the Corporation in the Consolidated
Statements of Operations as follows:

31,
 2024
 2023
 2022
 Finance lease cost:
 Amortization of ROU assets
 $
 3,006
 $
 4,192
 $
 2,938
 Interest on lease liabilities
 1,063
 1,117
 Operating lease cost
 30,660
 31,596
 30,534
 Short-term lease cost
 Variable lease cost
 Sublease income
 ( 81)
 ( 66)
 ( 37)
 Total lease cost
[1]
 $
 35,284
 $
 37,452
 $
 35,181
 [1]
 Total lease cost
is recognized as part of net occupancy expense.

 The
table
supplemental
cash
flow
and
other
to
and
 leases.

31,
 2024
 2023
 2022
 Cash paid for amounts included in the measurement of
lease liabilities:
 Operating cash flows from operating leases
 $
 31,416
 $
 31,124
 $
 29,985
 Operating cash flows from finance leases
 1,063
 1,117
 Financing cash flows from finance leases
 3,977
 5,360
 3,346
 ROU assets obtained in exchange for new lease obligations:
 Operating leases
 $
 2,290
 $
 8,048
 $
 14,564
 Finance leases
 6,198
 Weighted-average remaining lease term:
 Operating leases
 7.2
 years
 7.3
 years
 7.5
 years
 Finance leases
 8.1
 years
 8.3
 years
 8.2
 years
 Weighted-average discount rate:
 Operating leases
 3.4
 %
 3.3
 %
 3.0
 %
 Finance leases
 3.6
 %
 3.9
 %
 4.2
 %

 As
of
31,
2024,
the
had
that
have
not
yet
commenced
with
an
 undiscounted contract amount of $
 12.5

million, which will have lease terms ranging
from

to

 Note 33 - Stock-based compensation

 Incentive Plan

On May 12, 2020, the shareholders of the Corporation approved the Popular, Inc. 2020 Omnibus Incentive Plan, which permits
 the Corporation to issue several types of stock-based compensation to employees and directors of
the Corporation and/or any of its
 subsidiaries (the
"2020 Incentive
Plan"). 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 (the
"2004 Incentive Plan" and, together
with the 2020 Incentive
Plan,
 the "Incentive Plan"). Participants under the Incentive Plan are designated by the Talent and Compensation Committee of the Board
 of Directors (or its delegate, as determined by the Board). Under the Incentive Plan, the Corporation has issued restricted stock and
 performance shares to its employees and restricted
stock and restricted stock units ("RSUs")
to its directors.
 The restricted
stock granted
Incentive Plan
to employees
becomes vested
the employees'
continued service
 with
Popular.
Unless
stated
in
an
, the compensation cost associated with the shares of restricted stock
 granted prior to 2021 was determined based on a two-prong vesting schedule. These grants include ratable vesting over five or four
 years commencing at the date of grant (the "graduated vesting portion") with a portion vested at termination of employment after
 attainment of 55 years of age and 10 years of service or 60 years of age and 5 years of service (the "retirement vesting portion").
 The graduated vesting portion is accelerated at termination of employment after attaining 55 years of age and 10 years of service or
 60 years of age and 5 years of service. Restricted stock granted on or after 2021 have ratable vesting in equal annual installments
 over a period of 4 years or 3 years, depending in the classification of the employee. The vesting schedule is accelerated at
 termination of employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age and 5 years of
 service.

 The
performance share
granted
under
the
Incentive
Plan
consist
of
the
opportunity
to
receive
of
 common stock provided that the Corporation achieves certain goals during a three-year performance cycle.
The goals will be based
 on
two
metrics
equally:
the
Relative
Total
Shareholder
Return
("TSR")
and
the
Absolute
Return
on
Tangible
 Common Equity
("ROATCE").
The TSR metric
is considered to
be a
market condition under
ASC 718.
For equity settled
 based
on a
market condition,
the
is
determined as
grant date
and
subsequently revised
 performance.
The
ROATCE
metric
is
to
be
a
performance condition
under ASC
718.
The
is
the probability
of achieving
the ROATCE
goal as
of each
reporting period.
The TSR
and ROATCE
metrics are
equally
 weighted and
work independently.

 The number of shares that will ultimately vest ranges from 50 % to a 150 % of target based on
 both market (TSR) and performance (ROATCE) conditions. The performance shares vest at the end of the three-year performance
 cycle. If a participant terminates employment after attaining the earlier of 55 years of age and 10 years of service or 60 years of age
 and 5 years of service, the performance shares shall continue outstanding and vest at the end of the performance cycle.

 The
table
summarizes
the
stock
and
activity
under
the
Incentive
Plan
for
members
of

 (Not in thousands)
 Shares
 Weighted-average
 grant date fair value
 Non-vested at January 1, 2022
 321,883
 $
 47.98
 194,791
 84.29
 Performance Shares Quantity Adjustment
 6,947
 78.02

 ( 240,033)
 66.11
 ( 1,625)
 78.86
 Non-vested at December 31, 2022
 281,963
 $
 56.50
 257,757
 66.01
 Performance Shares Quantity Adjustment
 19,753
 75.32

 ( 243,133)
 66.31
 ( 16,444)
 55.82
 Non-vested at December 31, 2023
 299,896
 $
 58.20
 242,474
 86.62
 Performance Shares Quantity Adjustment
 ( 18,650)
 87.79

 ( 267,873)
 74.26
 ( 7,939)
 50.68
 Non-vested at December 31, 2024
 247,908
 $
 66.86

the
year
ended
31,
2024,
 177,249

of
stock
(2023
-
 200,303
;
2022
-
 137,934
)
and
 65,225
 performance shares (2023 -
 57,454
; 2022 -
 56,857
) were awarded to management under the
Incentive Plan.
the
year
ended
31,
2024,
the
$
 14.0

of
stock
to
 management incentive awards, with a tax benefit of $
 2.4

 11.5

million, with a tax benefit of $
 1.9

million; 2022 - $
 10.3
 million, with
a tax
benefit of
$
 1.8

million). During
market value
restricted stock
 and performance shares vested was $
 17.1

million at grant date and $
 23.3

million at vesting date. This differential triggers
a windfall
 of $
 2.3

million that was recorded as a reduction in income tax expense.
During the year ended December 31, 2024, the Corporation
 recognized $
 3.9

million of performance
shares expense, with
a tax benefit
of $
 0.3

million (2023 -
$
 3.5

million, with a
tax benefit of
 $
 0.1

million; 2022 - $
 4.8

million, with a tax benefit of $
 0.4

The total unrecognized compensation cost related to non-vested
stock
and
to
members
of
at
31,
2024
was
$
 11.6

and
is
 expected to be recognized over a weighted-average
period of
 1.67

 The following table summarizes the restricted stock
activity under the Incentive Plan for members of
the Board of Directors:

 (Not in thousands)
 Units/Stocks
 Weighted-average
grant
 date fair value
 Non-vested at January 1, 2022
 -
 -
 25,321
 $
 77.48

 ( 25,321)
 77.48
 -
 -
 Non-vested at December 31, 2022
 -
 -
 39,104
 $
 55.30

 ( 39,104)
 55.30
 -
 -
 Non-vested at December 31, 2023
 -
 -
 25,462
 $
 89.51

 ( 25,462)
 89.51
 -
 -
 Non-vested at December 31, 2024
 -
 -

 The
granted
to
members
of
the
Board
of
Directors
of
Inc.
(the
"Directors")
will
vest
and
become
non-
 forfeitable on the
grant date of
such award. Effective
in May 2019,
all equity awards
granted to the
Directors may be
paid in either
 unrestricted stock
or RSUs
at each
Directors election.
If RSUs
are elected,
the Directors
may defer
the delivery
underlying the
RSUs award
until their
retirement. To
that cash
dividends are
paid on
 outstanding common stock, the Directors will
receive an additional number of RSUs
that reflect a reinvested dividend equivalent.

 For 2024,
2023 and 2022,
Directors elected RSUs
and unrestricted stock.
For the year
2024,
 24,070

RSUs
 and
 1,392

shares of unrestricted
stock were granted
to the Directors
(2023 -
 36,804

RSUs and
 2,300

shares of unrestricted stock;
 2022 -
 25,321

RSUs and
 no

shares of unrestricted stock).
For the year
ended December 31, 2024,
$
 2.2

million of restricted stock
 expense related to these RSUs and unrestricted stocks were recognized, with a tax benefit of $
 0.4

 2.2

million with a
 tax benefit of
$
 0.4

million; 2022 -
$
 2.0

million with a
tax benefit of
$
 0.4

The fair value
at vesting date
of the RSUs
vested
 during the year ended December 31, 2024 for the Directors
was $
 2.3

 Note 34 – Income taxes

 The components of income
tax expense for the
years ended December 31, 2024,
2023, and 2022 are
summarized in the following
 table.

 2024
 2023
 2022
 Current income tax expense:
 $
 107,405
 $
 168,001
 $
 156,425
 Federal and States
 51,291
 9,335
 9,034

Subtotal
 158,696
 177,336
 165,459
 Deferred income tax (benefit) expense:
 ( 6,982)
 ( 50,871)
 ( 4,373)
 Federal and States
 30,692
 7,732
 ( 28,756)

Subtotal
 23,710
 ( 43,139)
 ( 33,129)
 Total income tax
expense (benefit)
 $
 $
 $

 The table below presents a reconciliation of
the statutory income tax rate to the effective income tax
rate.:

 2024
 2023
 2022

 % of pre-tax
 % of pre-tax
 % of pre-tax
 Computed income tax at statutory rates

 $
 298,732
 %
 $
 253,327
 %
 $
 463,114
 %
 Net benefit of tax exempt interest income
 ( 125,732)
 ( 16)
 ( 95,222)
 ( 14)
 ( 165,065)
 ( 13)
 Effect of income subject to preferential tax rate
 ( 29)
 -
 ( 1,854)
 -
 ( 86,797)
 ( 7)
 Deferred tax asset valuation allowance
 3,390
 -
 2,304
 -
 ( 21,469)
 ( 2)
 NOL Adjustments
 -
 -
 -
 -
 ( 34,817)
 ( 3)
 Difference in tax rates due to multiple jurisdictions
 ( 17,111)
 ( 2)
 ( 12,857)
 ( 2)
 ( 26,887)
 ( 2)
 Unrecognized tax benefits
 -
 -
 ( 1,529)
 -
 ( 1,503)
 -
 Other tax benefits
 ( 4,500)
 -
 ( 2,925)
 -
 -
 -
 Tax on intercompany
 [1]
 24,325
 -
 -
 -
 -
 State and local taxes
 9,634
 6,687
 14,981
 Others
 ( 6,303)
 ( 1)
 ( 13,734)
 ( 2)
 ( 9,227)
 ( 1)
 Income tax expense (benefit)
 $
 %
 $
 %
 $
 %
 [1]
 16.5

million of out-of-period adjustment.

 For the year ended December 31, 2024, the Corporation
recorded income tax expense of $
 182.4

million, compared to $
 134.2

same period
of 2023.
The net
increase of
$
 48.2

expense reflects
composition and
 source of taxable income between both years.

 In
and
as
disclosed
in Note
1,
the
first
of
2024,
the
tax
expense for
that
period included
$
 22.9
 million, related to intercompany distributions,
out of which $
 16.5

million were related to
an out-of-period adjustment associated with
 the Corporation's U.S. subsidiary's non-payment of taxes on certain intercompany
distributions to the Bank Holding Company (BHC)
 in Puerto Rico, a foreign corporation for
U.S. tax purposes. During years 2023 and
2022, $
 5.5

 5.4

million, respectively,
 should have been
recognized as additional income
tax expense, and
an aggregate of
$
 5.6

million in the
years prior to
2022.
As a
 result of
this adjustment,
the deferred
NOL of
the BHC
and its
related valuation
allowance was
reduced by
 $
 52.2

million. The
Corporation also
recognized $
 6.5

expense during
the quarter
ended March
to
 reflect the
U.S. federal
tax withholding
liability and
estimated related
arising from
a $
 50.0

million dividend
 paid during that quarter.

 Deferred income taxes reflect the
net tax effects
of temporary differences between the
carrying amounts of assets and
liabilities for
 financial reporting
purposes and
their tax
bases. Significant
components of
liabilities at
 December 31, 2024 and 2023 were as follows:

 PR
 US
 Total
 Deferred tax assets:
 Tax credits available
for carryforward
 $
 4,861
 $
 24,728
 $
 29,589
 Net operating loss and other carryforward available

 52,211
 610,279
 662,490
 Postretirement and pension benefits
 27,786
 -
 27,786
 Allowance for credit losses
 247,153
 24,415
 271,568
 Depreciation
 7,700
 7,229
 14,929
 FDIC-assisted transaction
 152,665
 -
 152,665
 Lease liability
 25,167
 16,451
 41,618
 Unrealized net loss on investment securities
 252,411
 20,996
 273,407
 Difference in outside basis from pass-through entities
 50,144
 -
 50,144
 Mortgage Servicing Rights
 14,475
 -
 14,475
 Other temporary differences
 41,127
 9,072
 50,199
 Total gross deferred
 875,700
 713,170
 1,588,870
 Deferred tax liabilities:
 Intangibles
 88,351
 55,926
 144,277
 Right of use assets
 22,784
 14,454
 37,238
 Deferred loan origination fees/cost
 ( 1,880)
 2,085
 Loans acquired
 18,415
 -
 18,415
 Other temporary differences
 6,799
 7,228

 Total gross deferred
tax liabilities
 134,469
 72,894
 207,363
 Valuation allowance
 69,837
 386,914
 456,751
 Net deferred tax asset
 $
 671,394
 $
 253,362
 $
 924,756

 PR
 US
 Total
 Deferred tax assets:
 Tax credits available
for carryforward
 $
 $
 10,281
 $
 10,544
 Net operating loss and other carryforward available

 122,634
 620,982
 743,616
 Postretirement and pension benefits
 38,121
 -
 38,121
 Allowance for credit losses
 244,956
 28,222
 273,178
 Depreciation
 6,774
 6,578
 13,352
 FDIC-assisted transaction
 152,665
 -
 152,665
 Lease liability
 29,070
 20,492
 49,562
 Unrealized net loss on investment securities
 312,583
 19,037
 331,620
 Difference in outside basis from pass-through entities
 46,056
 -
 46,056
 Mortgage Servicing Rights
 14,085
 -
 14,085
 Other temporary differences
 47,679
 9,625
 57,304
 Total gross deferred
 1,014,886
 715,217
 1,730,103
 Deferred tax liabilities:
 Intangibles
 84,635
 51,944
 136,579
 Right of use assets
 26,648
 18,030
 44,678
 Deferred loan origination fees/cost
 ( 1,056)
 1,486
 Loans acquired
 20,430
 -
 20,430
 Other temporary differences
 6,402
 6,824

 Total gross deferred
tax liabilities
 137,059
 71,882
 208,941
 Valuation allowance
 139,347
 374,035
 513,382
 Net deferred tax asset
 $
 738,480
 $
 269,300
 $
 1,007,780

 The net deferred tax
asset shown in the
table above at
December 31, 2024, is
reflected in the consolidated
statements of financial
 condition as
$
 926.3

net deferred
(in the
"other assets"
caption) (December
- $
 1.0

billion) and
$
 1.6
 million in deferred tax liabilities (in the "other liabilities" caption) (December 31, 2023- $
 1.3

million), reflecting the aggregate deferred
 tax assets or
liabilities of individual
tax-paying subsidiaries of the
Corporation in their
respective tax jurisdiction, Puerto
Rico or the
 United States.
 The net
reduction in
the valuation
allowance of
 56.6

million during
31,
 2024,
was
due
to
the
use
of
the
BHC
NOL
of
$
 52.2

to
the
on
 intercompany distributions received during prior years until year 2023, as disclosed above and in Note 1; also, for
the first quarter of
 year 2024
an additional
distribution was issued
NOL and valuation
allowance was
reduced by
$
 17.1

million as
a result
of
 such additional
These variances were
the increase in
valuation allowance, mostly
attributed to the
 change in the blended state tax rate applicable to net
operating losses of the U.S. operation.

 The deferred tax asset related to the NOLs and
other carryforwards as of December 31, 2024, expires
as follows:

 2025
 $
 2026
 -
 2027
 -
 2028
 225,301
 2029
 118,823
 2030
 127,798
 2031
 103,594
 2032
 15,836
 2033
 20,738
 2034
 -
 2035
 50,356
 $
 662,490

the net
asset of the
U.S. operations
amounted to $
 640.3

million with
a valuation
allowance of
 $
 386.9

million, for
a net
asset of
$
 253.4

million. The
Corporation evaluates on
a quarterly
basis the
realization of the
 deferred tax asset by taxing jurisdiction.
The U. S. operations sustained profitability for the three years
period ended December 31,
 2024.
These historical financial results are
objectively verifiable positive evidence, evaluated together
with the positive evidence
of
 stable credit metrics, in combination with the length of the
expiration of the NOLs. On the other hand, the Corporation
evaluated the
 negative evidence
accumulated over the
years, including financial
results lower
than expectations and
challenges to
the economy
 due to inflationary pressures and global geopolitical uncertainty that have
resulted in a trend of reduction of pre-tax income
over the
 last three
years. As
of December 31,
2024, after weighting
all positive
and negative evidence,
the Corporation concluded
that it
is
 more likely than
not that approximately
$
 253.4

million of the
deferred tax assets from
the U.S. operations, comprised
mainly of net
will
be
realized.
The
based
this
on
its
to
realize
the
assets for the
remaining carryforward period,
together with the
historical level of
book income adjusted
by permanent
 differences. Management will continue to monitor
and review the U.S. operation's
results, including recent earnings trends, the
pre-
 tax
forecast,
any
new
tax
initiative,
and
other
net
versus
forecast,
targeted
loan
growth,
net
margin,
in
costs,
for
charge
offs,
NPLs
inflows
and
NPA
balances.
 Significant adverse
changes or
a combination
of changes
in these
factors could
impact the
future realization
2024, the Corporation's
net deferred tax
assets related to
its Puerto Rico
operations amounted to
$
 671.4

Banking operation
has strong
historical record
of profitability.
This is
considered a
strong piece
of
 objectively verifiable
positive evidence
that
outweigh any
negative evidence
considered by
Management in
the
evaluation of
the
 realization of the deferred tax asset.
Based on this evidence and Management's estimate of future taxable income, the
 has concluded that it is more likely than not that
such net deferred tax asset of the Puerto Rico
Banking operations will be realized.

 The Holding Company operation has been in a
cumulative loss position in recent years.
Management expects these losses will be a
 trend
in
This
objectively
verifiable
negative
evidence is
by
Management strong
negative
evidence that
 suggests that
income in
future years
will be
insufficient to
support the
realization of
all deferred
tax assets.
After weighting
of all
 positive
and
negative evidence,
Management concluded
as
of
the reporting
date,
that
it
is
more
likely
than
not that
the
Holding
 Company will not be
able to realize any
portion of the deferred tax
assets. Accordingly, the
Corporation has maintained a valuation
 allowance on the deferred tax assets of $
 69.8

million as of December 31, 2024.
subsidiaries in
the United
States file
a consolidated
federal income
tax return.
The intercompany
settlement of
 taxes paid is based on tax sharing agreements
which generally allocate taxes to each
entity based on a separate return basis.

 The following table presents a reconciliation of
unrecognized tax benefits.

 (In millions)
 Balance at January 1, 2023
 $
 2.5
 Reduction as a result of change in tax position
 ( 1.0)
 Balance at December 31, 2023
 $
 1.5
 Balance at December 31, 2024
 $
 1.5

 At
total amount
of
interest recognized
statement of
approximated
$
 2.4

 (2023
-
$
 2.3

The
total
2024
was
$

thousand
(2023
-
$

thousand
net
of
a
 reduction of
$

thousand). Management determined
that, as
of December
and 2023, there
was no
need to
accrue for
 the payment of
penalties. The Corporation's policy
is to report
interest related to
unrecognized tax benefits in
income tax expense,
 while the penalties, if any, are reported in other operating expenses
in the consolidated statements of operations.

 After consideration
effect on
U.S. federal
tax of
unrecognized U.S.
state tax
benefits, the
total amount
of unrecognized
tax
 benefits, including U.S. and Puerto Rico that, if recognized, would affect the Corporation's effective tax rate, was approximately $
 3.0
 million at December 31, 2024 (2023 - $
 2.9

 The amount of
unrecognized tax benefits
may increase or
decrease in the
future for various
reasons including adding amounts
for
tax
year
positions,
expiration
of
open
tax
due
to
the
statute
of
limitations,
in
 judgment about
of uncertainty,
status of
examinations, litigation
and legislative
activity,
addition or
elimination of
 uncertain tax positions.
The Corporation does not anticipate a
reduction in the total amount
of unrecognized tax benefits within the
 next 12 months.
 The
Corporation and
its subsidiaries
file
returns in
Rico, the
U.S. federal
jurisdiction, various
U.S. states
and
 political subdivisions, and
foreign jurisdictions. As
of December 31,
following years remain
examination in the
 U.S. Federal jurisdiction – 2021 and thereafter and
in the Puerto Rico jurisdiction – 2018 and thereafter.

 Note 35 – Supplemental disclosure on the consolidated
statements of cash flows

 Additional disclosures on cash flow information and
non-cash activities for the years ended December
31, 2024, 2023 and 2022 are
 listed in the following table:

 2024
 2023
 2022
 Income taxes paid
 $
 186,659
 $
 185,423
 $
 178,808
 Interest paid
 1,389,354
 1,093,968
 292,491
 Non-cash activities:

Loans transferred to other real estate
 43,082
 60,976
 64,953

Loans transferred to other property
 83,851
 72,069
 51,642

Total loans transferred
to foreclosed assets
 126,933
 133,045
 116,595

Loans transferred to other assets
 50,478
 28,616
 8,664

Financed sales of other real estate assets
 10,620
 10,378
 8,535

Financed sales of other foreclosed assets
 52,385
 49,361
 38,467

Total financed sales
of foreclosed assets
 63,005
 59,739
 47,002

Financed sale of premises and equipment
 127,785
 88,537
 47,697

Transfers from premises and equipment to
long-lived assets held-for-sale
 50,645
 -
 1,739

Transfers from loans held-in-portfolio to
loans held-for-sale
 28,001
 57,526
 11,531

Transfers from loans held-for-sale to loans
 6,007
 5,354
 26,425

Transfers from available-for-sale to held-to-maturity
debt securities
 -
 -
 6,531,092

Loans securitized into investment securities
 [1]
 15,160
 37,345
 300,279

Trades receivables from brokers and
counterparties
 -
 9,461

Trades payable to brokers and counterparties
 495,139
 9,461

Net change in receivables from investments securities
 161,400
 51,000
 125,000

Recognition of mortgage servicing rights on securitizations
or asset transfers
 1,364
 2,097
 6,614

Loans booked under the GNMA buy-back option
 3,537
 6,014
 9,799

Capitalization of right of use assets
 5,202
 23,991
 17,932

Acquisition of software intangible assets
 -
 -
 28,650

Goodwill on acquisition
 -
 -
 116,135

Total stock consideration
related to Evertec transactions
 -
 -
 144,785
 [1]

 Includes loans securitized into trading securities and subsequently
sold before year end.

 The following table provides a reconciliation of
cash and due from banks, and restricted cash
reported within the Consolidated
 Statement of Financial Condition that sum to the total of
the same such amounts shown in the Consolidated
Statement of Cash
 Flows.

 $
 411,375
 $
 383,385
 $
 423,233
 Restricted cash and due from banks
 8,263
 37,077
 46,268
 Restricted cash in money market investments
 9,768
 7,113
 6,658
 Total cash and due
from banks, and restricted cash
 [2]
 $
 429,406
 $
 427,575
 $
 476,159
 [2]

 Refer to Note 4 - Restrictions on cash and due from banks
and certain securities for nature of restrictions.

 Note 36 – Segment reporting
 The
structure
consists
of
 two

reportable
segments
–
 Banco Popular de Puerto Rico and Popular U.S.
 Management determined the reportable segments based on the internal reporting used to evaluate performance and to assess
 where to allocate resources.

The segments were
determined based on the
organizational structure, which focuses
primarily on the
 markets the segments serve, as well as on the products
and services offered by the segments.
 The chief operating
decision maker ("CODM") of
the Corporation is
the Chief Executive
Officer ("CEO") who
utilizes net income
as
 one of
the segment
profitability measures,
to evaluate
the performance
of each
reportable segment and
assess where
to allocate
 resources effectively.
The CEO
receives
profitability reports
that
include net
per segment,
net
interest income
and
other
and expense
categories. The
CODM uses
the segment's
net income
and components
of net
income, including
 revenues and
expenses to
assess performance
and to
manage important
aspects by
each reportable
segments such
as human
 capital, investment in technology, making budget allocations as well as other strategic
decisions.
 Banco Popular de Puerto Rico:

 The Banco Popular de
Puerto Rico reportable segment
includes commercial, consumer and retail
banking operations conducted at
 BPPR, including
U.S. based
activities conducted
through its
Branch. It
also includes
the lending
operations of
 Auto
and
Mortgage.
Other
the
BPPR
the
trust
units
of
BPPR,
asset
 management services of Popular Asset Management and the brokerage operations of Popular Securities,
and the insurance agency
 and reinsurance businesses of Popular Insurance,
Popular Risk Services, Popular Life Re, and
Popular Re.
 Popular U.S.:

 Popular U.S. reportable segment
consists of the
banking operations of Popular
Bank (PB), Popular Insurance
Agency, U.S.A.,
and
 PEF.
PB
operates through
a retail
branch network
U.S. mainland
name of
and equipment
leasing and
 financing services through PEF.
Popular Insurance Agency,
U.S.A. offers investment and insurance
services across the PB
branch
 network.

 The Corporate group
consists primarily of
the holding companies
Popular, Inc.,
Popular North America,
Popular International Bank
 and certain of the Corporation's investments accounted for under
the equity method, including BHD.

 The
of
the
individual
segments
are
the
same
as
those
of
the
Transactions
 reportable segments are primarily conducted at market rates, resulting
in profits that are eliminated for reporting consolidated results
 of
operations. Assets
representing transactions
between reportable
segments
or
the
group
are
also
eliminated in
the
 tables presented below.
 The tables that follow present the results of operations
and total assets by reportable segments:

 Intersegment

 BPPR
 $
 2,926,996
 $
 753,912
 $
 ( 10,600)
 970,430
 397,910
 ( 10,600)
 1,956,566
 356,002
 -
 254,843
 1,369
 -

 596,262
 26,247
 ( 56)
 601,652
 104,948
 -
 58,687
 12,562
 ( 56)
 254,584
 37,884
 -
 140,293
 2,362
 -
 1,696
 1,242
 -
 47,019
 8,499
 -
 [1]
 510,108
 102,207
 -
 1,614,039
 269,704
 ( 56)
 683,946
 111,176
 -
 128,207
 33,549
 -
 $
 555,739
 $
 77,627
 $
 -
 $
 58,601,802
 $
 14,333,292
 $
 ( 264,885)

 Reportable
 Total

Segments
 $
 3,670,308
 $
 12,589
 $
 ( 9,634)
 $
 3,673,263
 1,357,740
 42,869
 ( 9,634)
 Net interest income (expense)
 2,312,568
 ( 30,280)
 -
 256,212
 -
 622,453
 41,046
 ( 4,590)
 658,909
 706,600
 113,851
 -
 820,451
 71,193
 55,608
 ( 979)
 125,822
 292,468
 36,593
 -
 329,061
 142,655
 -
 142,677
 2,938
 -
 -
 2,938
 55,518
 1,560
 -
 57,078
 [1]
 612,315
 ( 199,165)
 ( 3,540)
 409,610
 1,883,687
 8,469
 ( 4,519)
 795,122
 1,567
 ( 71)
 796,618
 161,756
 20,609
 Net income (loss)
 $
 633,366
 $
 ( 19,042)
 $
 ( 112)
 $
 $
 72,670,209
 $
 5,895,389
 $
 ( 5,520,215)
 $
 [1]
 Other operating expenses includes net occupancy expenses,
equipment expense, excluding depreciation, other operating taxes,
 communications expense, business promotion expenses, deposit
insurance costs and OREO expenses.

 Intersegment
 BPPR

 $
 2,631,407
 $
 627,600
 $
 ( 16,432)
 819,752
 276,955
 ( 16,434)
 1,811,655
 350,645
 194,325
 14,584
 -

 586,677
 24,868
 ( 404)
 571,516
 102,994
 -
 79,108
 17,410
 ( 401)
 232,652
 31,890
 -
 135,528
 2,521
 -
 1,937
 1,243
 -
 -
 -
 49,135
 7,888
 -
 [1]
 544,767
 99,438
 ( 3)
 1,614,643
 286,384
 ( 404)
 589,364
 74,545
 117,412
 18,198
 -
 $
 471,952
 $
 56,347
 $
 $
 57,023,071
 $
 13,812,158
 $
 ( 426,058)

 Reportable
 Total

Segments
 $
 3,242,575
 $
 18,141
 $
 ( 15,409)
 $
 3,245,307
 1,080,273
 48,919
 ( 15,409)
 Net interest income (expense)
 2,162,302
 ( 30,778)
 -
 Provision for credit losses (benefit)
 208,909
 ( 300)
 -
 611,141
 44,410
 ( 4,827)
 650,724
 674,510
 103,535
 -
 778,045
 96,117
 65,713
 ( 688)
 161,142
 264,542
 26,073
 -
 290,615
 138,049
 -
 138,070
 3,180
 -
 -
 3,180
 -
 -
 57,023
 1,484
 -
 58,507
 [1]
 644,202
 ( 194,824)
 ( 3,837)
 445,541
 1,900,623
 2,002
 ( 4,525)
 663,911
 11,930
 ( 302)
 675,539
 Income tax expense (benefit)
 135,610
 ( 1,333)
 ( 80)
 $
 528,301
 $
 13,263
 $
 ( 222)
 $
 $
 70,409,171
 $
 5,607,833
 $
 ( 5,258,849)
 $
 [1]
 Other operating expenses includes net occupancy expenses,
equipment expense, excluding depreciation, other operating taxes,
 communications expense, business promotion expenses, deposit
insurance costs and OREO expenses.

 Intersegment
 BPPR

 $
 2,026,539
 $
 442,053
 $
 ( 5,244)
 203,022
 69,065
 ( 5,247)
 1,823,517
 372,988

 70,304
 12,452
 -

 680,276
 31,958
 ( 547)
 534,539
 97,053
 -
 61,299
 20,006
 ( 535)
 237,187
 28,586
 -
 124,751
 2,361
 -
 1,937
 1,338
 -
 -
 9,000
 -
 47,003
 6,919
 -
 [1]
 496,411
 82,130
 ( 8)
 1,503,127
 247,393
 ( 543)
 930,362
 145,101
 ( 1)
 Income tax expense (benefit)
 148,351
 ( 25,205)
 -
 $
 782,011
 $
 170,306
 $
 ( 1)
 $
 56,190,260
 $
 11,558,280
 $
 ( 421,781)

 Reportable
 Total

Segments
 $
 2,463,348
 $
 3,102
 $
 ( 539)
 $
 2,465,911
 266,840
 32,251
 ( 539)
 Net interest income (expense)
 2,196,508
 ( 29,149)
 -
 82,756
 -
 711,687
 189,835
 ( 4,460)
 897,062
 631,592
 88,172
 -
 719,764
 80,770
 92,088
 ( 815)
 172,043
 265,773
 26,129
 -
 291,902
 127,112
 -
 127,145
 3,275
 -
 -
 3,275
 9,000
 -
 -
 9,000
 53,922
 1,185
 -
 55,107
 Other operating expenses (benefit)
 [1]
 578,533
 ( 206,342)
 ( 4,007)
 368,184
 1,749,977
 1,265
 ( 4,822)
 1,075,462
 159,147
 1,234,971

 123,146
 9,074
 $
 952,316
 $
 150,073
 $
 $
 $
 67,326,759
 $
 5,390,122
 $
 ( 5,078,964)
 $
 67,637,917
 [1]
 Other operating expenses includes net occupancy expenses,
equipment expense, excluding depreciation, other operating taxes,
 communications expense, business promotion expenses, deposit
insurance costs and OREO expenses.

 Geographic Information
 The following information presents selected
financial information based on the
geographic location where the Corporation conducts
 its business. The
banking operations of BPPR
are primarily based in
Puerto Rico, where it
has the largest retail
banking franchise.
 BPPR
also
conducts
in
the
U.S.
Islands,
the
British
Islands
and
New
York.
 operations in
the mainland
include commercial
lending activities
in addition
to
periodic loan
participations with
PB.
2024, BPPR
did
 no
 t participate
in loans
originated by
PB (2023
– $

million, 2022
- $
Total
assets for
the BPPR
to
its
operations in
the
$
 1.6

billion (2023
-
$
 1.5
 billion), including $

million in multifamily
loans (2023
- $

million), $

commercial real estate
loans (2023
- $
 million), $

million in C&I loans (2023
- $

million), and $

million in unsecured personal loans (2023
- $

million). During
 the
year
ended
2024,
the
BPPR
generated approximately
$
 124.2

(2023
-
$
 117.7

2022
-
 $
 67.8

million) in revenues from its
operations in the United States,
mainly from net interest income.
In the Virgin Islands,
the BPPR
 segment offers
banking products, including
loans and deposits.
Total
assets for the
BPPR segment related
to its
operations in the
 U.S. and British Virgin Islands amounted to $
 1.0

billion (2023 - $
 1.0

billion). The BPPR segment generated $
 43.4

million in revenues
2024 (2023
- $
 45.0

million, 2022
- $
 46.6

million) from
its operations
British
 Virgin Islands.

 2024
 2023
 2022
 Revenues:
 [1]

 $
 2,334,721
 $
 2,175,938
 $
 2,505,988
 520,534
 518,805
 480,545
 Other
 85,942
 87,505
 77,888
 Total consolidated
revenues
 $
 2,941,197
 $
 2,782,248
 $
 3,064,421
 [1]
 Total revenues include
net interest income, service charges on deposit accounts,
other service fees, mortgage banking activities, net (loss)
gain,
 including impairment on equity securities, net (loss) gain
on trading account debt securities, net gain (loss) on sale
of loans, including valuation
 adjustments on loans held-for-sale, adjustments to indemnity
reserves on loans sold, and other operating income.

 Selected Balance Sheet Information
 2024
 2023
 2022
 $
 55,888,211
 $
 54,181,300
 $
 53,541,427
 Loans
 24,154,610
 22,519,961
 20,884,442
 52,099,309
 51,282,007
 51,138,790
 $
 15,890,339
 $
 15,343,156
 $
 12,718,775
 Loans
 12,431,859
 12,006,012
 10,643,964
 11,030,879
 10,643,602
 8,182,702
 Other
 $
 1,266,833
 $
 1,233,699
 $
 1,377,715
 Loans
 526,606
 543,299
 554,744
 [1]
 1,754,157
 1,692,634
 1,905,735
 [1]
 Represents deposits from BPPR operations located in the
U.S. and British Virgin Islands.

 Note 37 - Popular, Inc. (holding company only) financial information
condensed financial
information presents
the financial
position of
Inc. Holding
Company only
 31, 2024 and 2023, and the results of its
operations and cash flows for the years ended
December 31, 2024, 2023 and 2022.

 Condensed Statements of Condition
 2024
 2023
 ASSETS
 Cash and due from banks (includes $
 175,715

due from bank subsidiary (2023 - $
 126,388
))
 $
 175,715
 $
 126,388
 453,723
 243,459
 Debt securities held-to-maturity,
at amortized cost (includes $
 3,125

in common

 securities from statutory trusts (2023 - $
 3,125
))
 [1]
 3,125
 3,125
 Equity securities, at lower of cost or realizable value
 29,170
 23,993
 Investment in BPPR and subsidiaries, at equity
 3,183,855
 3,006,768
 Investment in Popular North America and subsidiaries,
at equity
 1,908,608
 1,899,546
 Investment in other non-bank subsidiaries, at equity
 408,639
 385,033
 Other loans

 25,662
 26,957
 Less - Allowance for credit losses
 Premises and equipment
 6,299
 7,035
 Investment in equity method investees
 5,279
 5,266
 Other assets (includes $
 3,875

due from subsidiaries and affiliate (2023 - $
 3,639
))
 48,986
 36,531

 $
 6,248,780
 $
 5,764,050
 LIABILITIES AND STOCKHOLDERS' EQUITY
 $
 499,346
 $
 498,085
 Other liabilities (includes $
 11,418

due to subsidiaries and affiliate (2023 - $
 6,078
))
 136,249
 118,899
 Stockholders' equity
 5,613,185
 5,147,066
 Total liabilities and
stockholders' equity

 $
 6,248,780
 $
 5,764,050
 [1] Refer to Note 17 to the consolidated financial statements
for information on the statutory trusts.

 Condensed Statements of Operations
 2024
 2023
 2022
 Income:
 Dividends from subsidiaries
 $
 623,000
 $
 208,000
 $
 458,000
 Interest income (includes $
 9,693

due from subsidiaries and affiliates (2023 -
$
 15,401
; 2022 -
 $
))
 12,139
 17,715
 2,846
 Earnings (losses) from investments in equity method investees
 ( 84)
 15,688
 -
 139,191
 Net (losses) gain, including impairment, on equity securities
 ( 293)
 2,012
 ( 4,446)
 Total income

 634,864
 227,643
 611,279
 Expenses:
 36,640
 42,691
 26,021
 Provision for credit losses (benefit)
 ( 300)
 Operating expenses (includes expenses for services provided
by subsidiaries and affiliate of
 $
 13,265

 13,463

; 2022 - $
 18,414
)), net of reimbursement by subsidiaries for services
 provided by parent of $
 226,299

 215,479

; 2022 - $
 222,935
)
 Total expenses
 37,600
 43,315
 26,518
 Income before income taxes and equity in undistributed
earnings of subsidiaries
 597,264
 184,328
 584,761
 [1]
 23,410
 -
 8,723
 Income before equity in undistributed earnings of subsidiaries
 573,854
 184,328
 576,038
 Equity in undistributed earnings of subsidiaries
 40,358
 357,014
 526,603
 $
 $
 $
 Comprehensive income (loss), net of tax
 $
 848,503
 $
 1,170,739
 $
 ( 1,097,218)
 [1] As discussed in Note 1 to the Consolidated Financial
Statements, the net income for the year ended December
31, 2024, included $
 22.9

 of expenses, of which
$
 16.5

million was reflected
in income tax expense
and $
 6.4

million was reflected
in other operating
expenses, related to
an
 out-of-period
U.S. subsidiary's
non-payment
of taxes
on certain
intercompany
 Bank Holding Company (BHC) in Puerto Rico, a foreign corporation
for U.S. tax purposes.

 Condensed Statements of Cash Flows
 2024
 2023
 2022
 Cash flows from operating activities:
 $
 $
 $
 Adjustments to reconcile net income to net cash provided
by operating activities:
 Equity in earnings of subsidiaries, net of dividends or
 ( 40,358)
 ( 357,014)
 ( 526,603)
 Provision for credit losses (benefit)

 ( 300)
 Net accretion of discounts and amortization of premiums and
deferred fees

 1,248
 1,754
 1,250
 Share-based compensation
 10,785
 9,735
 9,440
 (Earnings) losses from investments under the equity method,
net of dividends or distributions
 ( 15)
 ( 14,170)
 Gain on disposition of stock as part of the Evertec Transactions
 -
 -
 ( 137,813)
 Net increase in:
 ( 5,176)
 ( 5,158)
 ( 339)
 ( 10,531)
 ( 62)
 ( 1,952)
 Net increase (decrease) in:
 Interest payable
 -
 3,239
 -
 12,507
 ( 3,377)
 8,257
 Total adjustments
 ( 31,310)
 ( 351,099)
 ( 661,656)
 Net cash provided by operating activities
 582,902
 190,243
 440,985
 Cash flows from investing activities:

 Net (increase) decrease in money market investments
 ( 210,000)
 ( 165,000)
 129,000
 Net repayments on other loans
 1,307
 1,252
 1,267
 Capital contribution to subsidiaries
 ( 1,725)
 ( 4,150)
 ( 54,188)
 Return of capital from wholly owned subsidiaries
 67,400
 64,000
 72,000
 Proceeds from disposition of stock as part of the Evertec Transactions
 -
 -
 219,883
 Acquisition of premises and equipment
 ( 961)
 ( 2,266)
 ( 2,224)
 Proceeds from sale of premises and equipment
 1,678
 Net cash (used in) provided by investing activities
 ( 143,844)
 ( 106,096)
 367,416
 Cash flows from financing activities:

 Payments of notes payable
 -
 ( 300,000)
 -
 Proceeds from issuances of notes payable
 -
 393,061
 -
 Proceeds from issuances of common stock
 16,312
 14,045
 13,479
 Dividends paid
 ( 180,461)
 ( 159,860)
 ( 161,516)
 Net payments for repurchase of common stock
 ( 218,619)
 ( 1,396)
 ( 631,965)
 Payments related to tax withholding for share-based compensation
 ( 6,699)
 ( 4,083)
 ( 5,771)
 Net cash used in financing activities
 ( 389,467)
 ( 58,233)
 ( 785,773)
 Net increase in cash and due from banks, and restricted
cash

 49,591
 25,914
 22,628
 Cash and due from banks, and restricted cash at beginning
of period
 128,847
 102,933
 80,305
 Cash and due from banks, and restricted cash at end of period
 $
 178,438
 $
 128,847
 $
 102,933

the
year
ended
31,
2024,
Inc.
(parent
only)
dividend
from
PNA
 amounting to
$
 50.0

(2023 -
$
 50.0

million; 2022
- $
 53.5

million) and
from PIBI's
amounting to
$
 17.4

million (2023
- $
 14.0
 million; 2022
- $
 18.5

million). PIBI's
main source
of income
is its
investment in
BHD. Also,
 2022, Popular,
Inc. received
distributions from
its direct
equity method
investees amounting
to
$
 1.5

million, of
which $
 1.5

 were related to dividend distributions.
 Notes payable include junior
subordinated debentures issued by
the Corporation that are
associated to capital securities
issued by
 the
Popular Capital
Trust
II
and medium-term
notes. Refer
to
Note 17
for
a description
of
significant provisions
these
 junior subordinated
debentures. The following
the aggregate amounts
by contractual maturities
of notes
payable at
 December 31, 2024:

 Year
 2025
 $
 -
 2026
 -
 2027
 -
 2028
 -
 2029
 395,198
 Later years
 104,148
 Total

 $
 499,346

 SIGNATURES
 Pursuant to the
requirements of Section
13 or
15 (d)
of the Securities
Exchange Act of
1934, the registrant
has duly caused
this
 report to be signed on its behalf by the undersigned,
thereunto duly authorized on March 3, 2025.
 (Registrant)
 By: /S/ IGNACIO ALVAREZ
 Ignacio Alvarez
 Chief Executive Officer
 Pursuant to the requirements
of the Securities Exchange Act
of 1934, this report
has been signed below by
the following persons
 on behalf of the registrant and in the capacities
and on the dates indicated.
 /S/ RICHARD L. CARRI N
 Chairman of the Board
 Richard L. Carri n
 Chairman of the Board
 /S/ IGNACIO ALVAREZ
 Chief Executive Officer
 Ignacio Alvarez
 and Director
 Chief Executive Officer
 /S/ JORGE J. GARC A
 Principal Financial Officer
 Jorge J. Garc a
 Executive Vice President
 /S/ DENISSA M. RODR GUEZ
 Principal Accounting Officer
 Denissa M. Rodr guez
 Senior Vice President and Comptroller
 /S/ ALEJANDRO M. BALLESTER
 Alejandro M. Ballester
 /S/ ROBERT CARRADY
 Robert Carrady
 /S/ BERTIL E. CHAPPUIS
 Bertil E. Chappuis
 /S/ BETTY DEVITA
 Betty Devita
 /S/ JOHN W. DIERCKSEN
 John W. Diercksen
 S/ MAR A LUISA FERR
 Mar a Luisa Ferr
 /S/ C. KIM GOODWIN
 C. Kim Goodwin
 /S/ JOS R. RODR GUEZ
 Jos R. Rodr guez
 /S/ ALEJANDRO M. S NCHEZ
 Alejandro M. S nchez
 /S/ MYRNA M. SOTO
 Myrna M. Soto
 /S/ CARLOS A. UNANUE
 Carlos A. Unanue