Ponce Financial Group (PDLB) CFO receives new stock and option grants

Rhea-AI Filing Summary

Ponce Financial Group, Inc. Chief Financial Officer Sergio Javier Vaccaro reported new equity awards in the company. On January 22, 2026, he received 10,000 shares of common stock in the form of restricted stock units granted at $0, which vest 20% per year starting January 22, 2027.

He was also granted 10,000 non-premium stock options with an exercise price of $16.88, vesting 20% annually beginning January 22, 2027, along with five tranches of premium stock options of 2,000 shares each at exercise prices of $18.57, $18.91, $19.24, $19.58 and $19.92, vesting annually from 2027 through 2031. After these awards, he directly beneficially owns 60,000 shares of common stock, which include 21,000 previously awarded restricted stock units vesting between December 4, 2026 and December 4, 2028 and 5,000 restricted stock units vesting 20% per year starting February 4, 2026, plus 2,660 shares held indirectly through an ESOP.

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
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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^*

Vaccaro Sergio Javier

(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)
	Chief Financial Officer

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		10,000(1)	A	$0	60,000(2)(3)	D
Common Stock								2,660(4)	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	$11.08							12/07/2028	12/06/2033	Common Stock	3,000		3,000	D
Premium Stock Options	$10.33							12/07/2024	12/06/2033	common stock	3,000		3,000	D
Premium Stock Options	$10.52							12/07/2025	12/06/2033	Common Stock	3,000		3,000	D
Premium Stock Options	$10.7							12/07/2026	12/06/2033	Common Stcok	3,000		3,000	D
Premium Stock Options	$10.89							12/07/2027	12/06/2033	Common Stock	3,000		3,000	D
Non-Premium Stock Options	$16.88	01/22/2026		A		10,000(5)		01/22/2027	01/21/2036	Common Stock	10,000	$16.88	10,000	D
Non-Premium Stock Options	$13.31							02/04/2026	02/03/2035	Common Stock	20,000(6)		20,000	D
Premium Stock Options	$18.57	01/22/2026		A		2,000		01/22/2027	01/21/2036	Common Stock	2,000	$18.57	2,000	D
Premium Stock Options	$18.91	01/22/2026		A		2,000		01/22/2028	01/21/2036	Common Stock	2,000	$18.91	2,000	D
Premium Stock Option	$19.24	01/22/2026		A		2,000		01/22/2029	01/21/2036	Common Stock	2,000	$19.24	2,000	D
Premium Stock Optins	$19.58	01/22/2026		A		2,000		01/22/2030	01/21/2036	Common Stock	2,000	$19.58	2,000	D
Premium Stock Options	$19.92	01/22/2026		A		2,000		01/22/2031	01/21/2036	Common Stock	2,000	$19.92	2,000	D

Explanation of Responses:

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 21,000 shares of previously awarded restricted stock units, of which 7,000 shares vest on December 4, 2026, 7,000 shares vest on December 4, 2027 and 7,000 shares vest on December 4, 2028

3. Includes 5,000 shares of restricted stock units 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. Non-Premium stock options vest annually at a rate of 20% commencing on January 22, 2027

6. Non-Premium Stock Options vest annually at a rate of 20% per year commencing on February 4, 2026

	/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).
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FAQ

What insider transaction did PDLB report for its CFO on January 22, 2026?

Ponce Financial Group, Inc. reported that Chief Financial Officer Sergio Javier Vaccaro was granted 10,000 shares of common stock as restricted stock units and multiple new stock option awards on January 22, 2026.

How many restricted stock units did PDLBs CFO receive and how do they vest?

The CFO received 10,000 restricted stock units that vest at 20% per year starting on January 22, 2027. Footnotes also state this grant was made for no cash consideration.

What new stock options were granted to the PDLB CFO and at what exercise prices?

He was granted 10,000 non-premium stock options with an exercise price of $16.88 and five tranches of premium stock options of 2,000 shares each at exercise prices of $18.57, $18.91, $19.24, $19.58 and $19.92, all reported on January 22, 2026.

When do the newly granted PDLB stock options to the CFO vest and expire?

The non-premium stock options vest 20% annually starting January 22, 2027 and are exercisable until January 21, 2036. The new premium stock option tranches each vest annually between January 22, 2027 and January 22, 2031, with the same expiration date of January 21, 2036.

How many PDLB common shares does the CFO beneficially own after these grants?

Following the reported transactions, the CFO directly beneficially owns 60,000 shares of common stock, and indirectly holds an additional 2,660 shares through an ESOP, as of the Form 4 report.

What previously awarded restricted stock units are included in the PDLB CFOs holdings?

His 60,000 directly owned common shares include 21,000 previously awarded restricted stock units that vest in 7,000-share increments on December 4, 2026, December 4, 2027 and December 4, 2028, and 5,000 restricted stock units vesting 20% per year starting February 4, 2026.