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Ponce Financial Group Inc.

01/26/2026 | Press release | Distributed by Public on 01/26/2026 20:13

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Gonzalez Luis Gerardo Jr.
2. Issuer Name and Ticker or Trading Symbol
Ponce Financial Group, Inc. [PDLB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
2244 WESTCHESTER AVENUE 		3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026
(Street)
BRONX, NY 10462 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/22/2026 A 5,000(1) A $ 0 30,252(2)(3) D
Common Stock 2,919(4) I By ESOP
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Premium Stock Options $10.33 12/07/2024 12/06/2033 Common Stock 5,000 5,000 D
Premium Stock Options $10.52 12/07/2025 12/06/2033 Common Stock 5,000 5,000 D
Premium Stock Options $10.7 12/07/2026 12/06/2033 Common Stock 5,000 5,000 D
Premium Stock Options $10.89 12/07/2027 12/06/2033 Common Stock 5,000 5,000 D
Pemium Stock Options $11.09 12/07/2028 12/06/2033 Common Stock 5,000 5,000 D
Stock Options $10.44 04/01/2023 03/31/2032 Common Stock 23,718(6) 23,718(6) D
Stock options $16.88 01/22/2026 A 2,500(5) 01/25/2027 01/21/2036 Common Stock 2,500 $16.88 2,500 D
Premium Stock Option $18.57 01/22/2026 A 500 01/22/2027 01/21/2036 Common Stock 500 $18.57 500 D
Premium Stock Options $18.91 01/22/2026 A 500 01/22/2028 01/21/2036 Common Stock 500 $18.91 500 D
Premium Stock Options $19.24 01/22/2026 A 500 01/22/2029 01/21/2036 Common Stock 500 $19.24 500 D
Premium Stock Options $19.58 01/22/2026 A 500 01/22/2030 01/21/2036 Common Stock 500 $19.58 500 D
Premium Stock Options $19.92 01/22/2026 A 500 01/22/2031 01/21/2036 Common Stock 500 $19.92 500 D
Non-Premium Stock Options $13.31 02/04/2026 02/03/2035 Common Stock 20,000 20,000(7) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gonzalez Luis Gerardo Jr.
2244 WESTCHESTER AVENUE
BRONX, NY 10462 		Chief Operating Officer

Signatures

/s/Megan Foscaldi, as attorney in fact 01/26/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares of restricted stock units vest annually at a rate of 20% per year commencing on January 22 2027 and were granted for no consideration.
(2) Includes 11,000 shares of previously awarded restricted stock units, of which 3,666 shares vest on December 4, 2026, 3,667 shares vest on December 4, 2027 and 3,667 vest on December 4, 2028.
(3) Includes 5,000 shares of previously awarded restricted stock units that vest annually at a rate of 20% per year commencing on February 4, 2026.
(4) Reflects ESOP allocations and dispositions that have occurred since the date of the reporting person's last ownership report
(5) Stock options vest annually at a rate of 20% commencing on January 22, 2027
(6) Stock Options vest annually at a rate of 20% per year commencing on April 1, 2023.
(7) Non-Premium Stock Options vest annually at a rate of 20% per year commencing on February 4, 2026
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Ponce Financial Group Inc. published this content on January 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 27, 2026 at 02:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]