Ponce Financial (PDLB) EVP trades stock following major option exercises

Rhea-AI Filing Summary

Ponce Financial Group EVP & Chief Lending Officer Ioannis Kouzilos reported multiple stock option exercises and a subsequent share sale dated February 11, 2026. He exercised options into several blocks of Ponce Financial Group common stock at exercise prices between $10.33 and $13.31 per share.

After these exercises, he sold 10,929 shares of common stock at a price of $16.81 per share, leaving him with 37,077 common shares held directly. The filing also notes unvested restricted stock units totaling 9,000 shares scheduled to vest in stages through 2030, and remaining stock options that vest between 2026 and 2031.

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

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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^*

Kouzilos Ioannis

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Lending Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		2,929	A	$10.44	40,006	D
Common Stock	02/11/2026		M		4,000	A	$13.31	44,006	D
Common Stock	02/11/2026		M		2,000	A	$10.33	46,006	D
Common Stock	02/11/2026		M		2,000	A	$10.52	48,006	D
Comnmon Stock	02/11/2026		S		10,929	D	$16.81	37,077(1)(2)(3)	D

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	$10.33	02/11/2026		M			2,000	02/11/2026	12/06/2033	Common Stock	2,000	$10.33	0	D
Premium Stock Options	$10.52	02/11/2026		M			2,000	12/07/2025	12/06/2033	Common Stock	2,000	$10.52	0	D
Stock Options	$10.44	02/11/2026		M			2,929	04/01/2023	03/31/2032	Common Stock	2,929	$10.44	1,954(4)	D
Non-Premium Stock Options	$13.31	02/11/2026		M			4,000	02/04/2026	02/03/2036	Common Stock	4,000	$13.31	16,000(5)	D
Premium Stock Options	$10.7							12/07/2026	12/06/2033	Common Stock	2,000		2,000	D
Premium Stock Options	$10.89							12/07/2027	12/06/2033	Common Stock	2,000		2,000	D
Premium Stock Options	$11.08							12/07/2028	01/21/2036	Common Stock	2,000		2,000	D
Non-Premium Stock Options	$16.88							01/27/2027	01/21/2036	Common Stock	7,500		7,500(6)	D
Premium Stock Options	$18.57							01/22/2027	01/21/2036	Common Stock	1,500		1,500	D
Premium Stock Options	$18.91							01/22/2028	01/21/2036	Common Stock	1,500		1,500	D
Premium Stock Options	$19.24							01/22/2029	01/21/2036	Common Stock	1,500		1,500	D
Premim Stock Options	$19.58							01/22/2030	01/21/2036	Common Stock	1,500		1,500	D
Premium Stock Options	$19.92							01/22/2031	01/21/2036	Common Stock	1,500		1,500	D

Explanation of Responses:

1. Includes 5,000 shares of previously awarded restricted stock units, of which 1,666 shares vest on December 7, 2026, 1,667 shares vest on December 7, 2027 and 1,667 shares vest on December 7, 2028.

2. Includes 4,000 shares of previously awarded restricted stock units that vest in four equal installments on February 4, 2027, 2028, 2029 and 2030.

3. This Form 4 reflects ESOP dispositions that have occurred since the date of the reporting person's last ownership report. As of the date of this report, all such shares have been disposed of in connection with a diversification election.

4. The remaining options will vest in two equal installments on April 1. 2026 and 2027. Total remaining reflects a correction to the previously filed Form 4, which reported 4,833 options outstanding. The correct total was 4,883, of which 1,954 remain unexercised.

5. Remaining non-premium stock options vest in equal installment on February 2, 2027, 2028, 2029 and 2030

6. Stock options vest annually at a rate of 20% commencing on January 22, 2027

	/s/Megan Foscaldi, as attorney in fact	02/13/2026
	** 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).
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FAQ

What insider activity did PDLB executive Ioannis Kouzilos report on February 11, 2026?

Ioannis Kouzilos reported exercising multiple stock options into Ponce Financial Group common shares, then selling 10,929 shares at $16.81. Following these transactions, he directly held 37,077 common shares, plus unvested restricted stock units and additional stock options scheduled to vest over future years.

How many PDLB shares did Ioannis Kouzilos sell and at what price?

He sold 10,929 shares of Ponce Financial Group common stock at $16.81 per share. This sale occurred after exercising several option grants into common shares and left him with 37,077 shares directly owned, according to the reported post-transaction holdings.

What stock options did the PDLB EVP exercise in this Form 4 filing?

He exercised several option grants into common stock, including 2,929 shares at $10.44, 4,000 shares at $13.31, and additional tranches at $10.33 and $10.52. These were reported as option exercises coded “M,” meaning conversion of derivative securities into common shares.

How many Ponce Financial Group shares does Ioannis Kouzilos own after the reported transactions?

After the reported option exercises and subsequent sale, Ioannis Kouzilos directly owns 37,077 Ponce Financial Group common shares. This figure appears in the post-transaction holdings column and reflects the net position following the 10,929-share sale on February 11, 2026.

What future vesting restricted stock units does the PDLB EVP hold?

He holds 5,000 restricted stock units vesting 1,666 or 1,667 shares annually from December 7, 2026 through 2028, plus 4,000 units vesting in four equal installments on February 4, 2027, 2028, 2029 and 2030, as described in the filing’s explanatory footnotes.

What does the Form 4 say about remaining PDLB stock options for Ioannis Kouzilos?

The filing notes remaining options that will vest in installments through 2026 and 2027, and other non-premium and premium options vesting annually from 2027 to 2031. These options cover various share amounts and strike prices and remain unexercised as of the report date.