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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2024

POPULAR, INC.

(Exact name of registrant as specified in its charter)

Puerto Rico |  | 001-34084 |  | 66-0667416
(State or other jurisdiction of incorporation or organization) |  | (Commission File Number) |  | (IRS Employer Identification Number)

209 Muñoz Rivera Avenue |  |
Hato Rey, Puerto Rico |  | 00918
(Address of principal executive offices) |  | (Zip code)

(787) 765-9800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Stock Market
6.125% Cumulative Monthly Income Trust Preferred Securities |  | BPOPM |  | The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02. | Results of Operations and Financial Condition.

On July 24, 2024, Popular, Inc. (the “Corporation”) issued a press release announcing its unaudited financial results for the quarter ended June 30, 2024, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished pursuant to this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the Corporation’s filings under the Securities Act of 1933, as amended, unless otherwise expressly stated in such filing.

Item 7.01. | Regulation FD Disclosure.

The Corporation is furnishing information regarding its conference call to discuss its financial results for the quarter ended June 30, 2024. A copy of the presentation to be used by the Corporation on the conference call is attached hereto as Exhibit 99.2.

The information furnished pursuant to this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the Corporation’s filings under the Securities Act of 1933, as amended, unless otherwise expressly stated in such filing.

Item 8.01. | Other Events.

On July 24, 2024, the Corporation issued a press release announcing plans to (i) repurchase up to $500 million of the Corporation’s common stock and (ii) increase 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, subject to the approval by the Corporation’s Board of Directors.

A copy of the press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01. | Financial Statements and Exhibits.

Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

99.1 |  | Press Release dated July 24, 2024 – Second Quarter 2024 Financial Results.
99.2 |  | Popular, Inc. Conference Call Presentation – Second Quarter 2024 Financial Results.
99.3 |  | Press Release dated July 24, 2024 – Capital Actions
101 |  | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  |  | POPULAR, INC. (Registrant)
Date: July 24, 2024 |  |  |  | By: |  | /s/ Denissa M. Rodríguez
|  |  |  |  |  | Denissa M. Rodríguez
|  |  |  |  |  | Senior Vice President and Corporate Comptroller