STOCK TITAN

Ponce Financial Group (PDLB) CEO awarded new equity grants

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ponce Financial Group, Inc. President & CEO Carlos P. Naudon reported new equity awards in the form of common stock and stock options. On January 22, 2026, he acquired 15,000 shares of common stock at a price of $0, increasing his directly held common stock to 473,743 shares, with additional indirect holdings through an IRA, Banking Spectrum Inc., and the ESOP.

On the same date he was granted multiple option awards, including five 1,500-share Premium Stock Options with exercise prices ranging from $18.57 to $19.92, and 7,500 stock options at an exercise price of $16.88, all held directly. Footnotes state that the 15,000-share restricted stock unit grant and the 7,500-share option grant each vest 20% per year beginning January 22, 2027, and that his holdings include 126,852 restricted stock units with scheduled vesting dates in 2026–2028.

Positive

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Insider NAUDON CARLOS P
Role President & CEO
Type Security Shares Price Value
Grant/Award Premium Stock Options 1,500 $18.57 $28K
Grant/Award Premium Stock Options 1,500 $18.91 $28K
Grant/Award Premium Stock Options 1,500 $19.24 $29K
Grant/Award Premium Stock Options 1,500 $19.58 $29K
Grant/Award Premium Stock Options 1,500 $19.92 $30K
Grant/Award Stock options 7,500 $16.88 $127K
Grant/Award Common Stock 15,000 $0.00 --
holding Premium Stock Options -- -- --
holding Premium Stock Options -- -- --
holding Preium Stock Options -- -- --
holding Premium Stock Options -- -- --
holding Premium Stock Options -- -- --
holding Stock Options -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Premium Stock Options — 1,500 shares (Direct); Stock options — 7,500 shares (Direct); Common Stock — 473,743 shares (Direct); Preium Stock Options — 24,000 shares (Direct); Stock Options — 62,209 shares (Direct); Common Stock — 89,869 shares (Indirect, By IRA)
Footnotes (1)
  1. Shares of restricted stock units vest annually at a rate of 20% per year commencing on January 22, 2027. Includes 126,852 shares of restricted stock units, of which 42,595 shares vest on December 7, 2026 and 2027 and 42,596 shares vest on December 7, 2028. Reflects ESOP allocations and dispositions that have occurred since the date of the reporting person's last ownership report Stock options vest annually at a rate of 20% commencing on January 22, 2027 Stock Options vest annual at a rate of 20% per year commincing on December 4, 2019
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
NAUDON CARLOS P

(Last) (First) (Middle)
2244 WESTCHESTER AVENUE

(Street)
BRONX NY 10462

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ponce Financial Group, Inc. [ PDLB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026
4. If Amendment, Date of 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
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 15,000(1) A $0 473,743(2) D
Common Stock 89,869 I By IRA
Common Stock 20,000 I By Banking Spectrum Inc.
Common Stock 12,767(3) I By ESOP
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 Securities Underlying Derivative Security (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: 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 $18.57 01/22/2026 A 1,500 01/22/2027 01/21/2036 Common Stock 1,500 $18.57 1,500 D
Premium Stock Options $18.91 01/22/2026 A 1,500 01/22/2028 01/22/2036 Common Stock 1,500 $18.91 1,500 D
Premium Stock Options $19.24 01/22/2026 A 1,500 01/22/2029 01/21/2036 Common Stock 1,500 $19.24 1,500 D
Premium Stock Options $19.58 01/22/2026 A 1,500 01/22/2030 01/21/2036 Common Stock 1,500 $19.58 1,500 D
Premium Stock Options $19.92 01/22/2026 A 1,500 01/22/2031 01/21/2036 Common Stock 1,500 $19.92 1,500 D
Stock options $16.88 01/22/2026 A 7,500(4) 01/22/2027 01/21/2036 Common Stock 7,500 $16.88 7,500 D
Premium Stock Options $10.33 12/07/2024 12/06/2033 Common Stock 24,000 24,000 D
Premium Stock Options $10.52 12/07/2025 12/06/2033 Common Stock 24,000 24,000 D
Preium Stock Options $10.7 12/07/2026 12/06/2033 Common Stock 24,000 24,000 D
Premium Stock Options $10.89 12/07/2027 12/06/2033 Common Stock 24,000 24,000 D
Premium Stock Options $11.08 12/07/2028 12/06/2033 Common Stock 24,000 24,000 D
Stock Options $9.15 12/04/2019 12/03/2028 Common Stock 62,209 62,209(5) D
Explanation of Responses:
1. Shares of restricted stock units vest annually at a rate of 20% per year commencing on January 22, 2027.
2. Includes 126,852 shares of restricted stock units, of which 42,595 shares vest on December 7, 2026 and 2027 and 42,596 shares vest on December 7, 2028.
3. Reflects ESOP allocations and dispositions that have occurred since the date of the reporting person's last ownership report
4. Stock options vest annually at a rate of 20% commencing on January 22, 2027
5. Stock Options vest annual at a rate of 20% per year commincing on December 4, 2019
/s/Megan Foscaldi, as attorney in fact 01/26/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

FAQ

What insider activity did PDLB CEO Carlos Naudon report on January 22, 2026?

Carlos P. Naudon, President & CEO and a director of Ponce Financial Group, Inc. (PDLB), reported acquiring 15,000 shares of common stock at $0 and receiving several new stock option grants on January 22, 2026.

How many PDLB common shares does the CEO beneficially own after this Form 4?

After the reported transactions, Carlos Naudon beneficially owns 473,743 shares of PDLB common stock directly, plus 89,869 shares indirectly through an IRA, 20,000 shares through Banking Spectrum Inc., and 12,767 shares through the ESOP.

What new PDLB stock option grants did the CEO receive?

On January 22, 2026, he received Premium Stock Options for 1,500 shares each at exercise prices of $18.57, $18.91, $19.24, $19.58, and $19.92, plus 7,500 stock options at an exercise price of $16.88.

When do the newly granted PDLB restricted stock units and options vest?

The 15,000 restricted stock units and the 7,500 stock options granted on January 22, 2026 each vest at 20% per year starting on January 22, 2027, according to the footnotes.

What additional restricted stock units are included in the CEO’s PDLB holdings?

The filing notes that his holdings include 126,852 restricted stock units, with 42,595 shares vesting on December 7, 2026 and December 7, 2027, and 42,596 shares vesting on December 7, 2028.

How are the CEO’s indirect PDLB holdings structured?

Indirect ownership is reported as 89,869 common shares held by an IRA, 20,000 common shares held by Banking Spectrum Inc., and 12,767 common shares held through the ESOP, as of January 22, 2026.