[8-K] Ponce Financial Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Ponce Financial Group (PDLB) announced that, effective October 10, 2025, its subsidiary completed a charter conversion and began operating as Ponce Bank, National Association. On the same date, the company commenced operations as a bank holding company and elected financial holding company status.

The national bank charter broadens bank powers, including eligibility to receive municipal deposits in New York. The company stated it does not expect material changes in its core business as a result of these changes.

Insights

Banking Regulation Analyst

Regulatory conversion expands powers and optionality; operational model unchanged for now.

Ponce Financial Group, Inc. completed a structural shift: its bank converted to a national bank as of October 10, 2025 and the parent began operating as both a bank holding company and a financial holding company. This unlocks broader permissible activities and makes the Bank eligible to accept New York municipal deposits, while management indicates no expected material changes to its core business.

The move changes the regulatory framework and provides wider powers available to a national bank and a financial holding company. Access to municipal deposits can diversify funding sources, and financial holding company status permits activities that are financial in nature or incidental to finance. The company explicitly signals continuity of the current operating model, which tempers near‑term impact.

Key items to watch: funding mix shifts if municipal deposits are pursued, any new lines of financial activity enabled by financial holding company status, and disclosures following the October 14, 2025 press release. The structural changes are effective now, so updates over the next few quarters should clarify whether the expanded powers translate into measurable growth, balance sheet mix changes, or risk profile adjustments.

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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): October 14, 2025

Ponce Financial Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-41255	87-1893965
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2244 Westchester Avenue
Bronx, New York				10462
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (718) 931-9000

(Former Name or Former Address, 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:

☐Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications 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, par value $0.01 per share		PDLB		The Nasdaq Global 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 8.01 Other Events.

On October 14, 2025, Ponce Financial Group, Inc. (the “Company”) announced that effective October 10, 2025, its wholly-owned subsidiary, Ponce Bank (formerly a federally chartered stock savings association), has completed its previously announced conversion to a national bank and commenced operations as Ponce Bank, National Association (the “Bank”). In connection with the conversion of the Bank, the Company also commenced operations as a bank holding company as of the same date. Further, the Company also became a financial holding company, which is an additional election that allows the Company to engage in activities that are financial in nature or incidental to a financial activity.

The Bank sought to become a national bank in order to increase bank powers, including its eligibility to receive municipal deposits in New York. However, the Company and the Bank do not expect any material changes in their core business as a result of the Company becoming a bank holding company and a financial holding company, and the Bank becoming a national bank.

Additionally, on October 14, 2025, the Company issued a press release regarding the foregoing, a copy of which is attached as Exhibit 99.1 hereto. Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number Description

99.1 Press release dated October 14, 2025

104 Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURE

Pursuant to the requirements 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.

			Ponce Financial Group, Inc.
Date:	October 14, 2025	By:	/s/ Carlos P. Naudon
			Carlos P. Naudon President and Chief Executive Officer

FAQ

What did PDLB announce regarding Ponce Bank?

Ponce Bank completed its conversion to a national bank and commenced operations as Ponce Bank, National Association, effective October 10, 2025.

What new statuses did Ponce Financial Group (PDLB) adopt?

The company began operating as a bank holding company and elected financial holding company status as of October 10, 2025.

Why did Ponce Bank seek a national bank charter?

To increase bank powers, including eligibility to receive municipal deposits in New York.

Will PDLB’s core business change due to these actions?

The company and the bank do not expect any material changes in their core business.

Did PDLB issue a press release about the changes?

Yes. A press release dated October 14, 2025 was furnished as Exhibit 99.1.

What is the new legal name of the bank?

Ponce Bank, National Association.