Ponce Financial (PDLB) EVP Kouzilos awarded stock units and options

Rhea-AI Filing Summary

Ponce Financial Group executive vice president and chief lending officer Ioannis Kouzilos reported new equity awards in the company’s stock. On January 22, 2026, he received 5,000 shares of common stock in the form of restricted stock units at a price of $0, which vest 20% per year starting January 22, 2027. After this grant, he directly beneficially owned 37,077 shares of common stock, with an additional 12,354 shares held indirectly through an ESOP.

He was also granted a 7,500-share stock option with an exercise price of $16.88 and five separate 1,500‑share premium stock option awards with exercise prices of $18.57, $18.91, $19.24, $19.58, and $19.92. These options generally vest at 20% per year commencing January 22, 2027, giving him additional long-term, performance-linked exposure to Ponce Financial Group’s common stock.

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^*

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)
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		5,000(1)	A	$0	37,077(2)(3)	D
Common Stock								12,354(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	$10.33							12/07/2024	12/06/2033	Common Stock	2,000		2,000	D
Premium Stock Options	$10.52							12/07/2025	12/06/2033	Commomn Stock	2,000		2,000	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
Stock Options	$10.44							04/01/2023	03/31/2032	Common Stock	4,833(6)		4,833(6)	D
Stock options	$16.88	01/22/2026		A		7,500(5)		01/22/2027	01/21/2036	Common Stock	7,500	$16.88	7,500	D
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	01/21/2036	Common Stock	1,500	$18.91	1,500	D
Premium Stock Option	$19.24	01/22/2026		A		1,500		01/22/2029	01/21/2036	Commonm Stock	1,500	$19.24	1,500	D
Premium Stock Option	$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 Otpion	$19.92	01/22/2026		A		1,500		01/22/2031	01/21/2036	Common Stock	1,500	$19.92	1,500	D
Non-Premium Stock Options	$13.31							02/04/2026	02/03/2035	Common Stock	20,000		20,000(7)	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 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.

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

	/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 transaction did Ponce Financial Group (PDLB) report for Ioannis Kouzilos?

The filing shows that Ioannis Kouzilos, EVP & Chief Lending Officer of Ponce Financial Group, received new equity awards on January 22, 2026, including restricted stock units in common stock and multiple stock option grants.

How many PDLB common shares did Ioannis Kouzilos receive in this Form 4 filing?

He was granted 5,000 shares of common stock in the form of restricted stock units at a price of $0, which vest in installments over time.

What stock options were granted to Ioannis Kouzilos by Ponce Financial Group (PDLB)?

He received a 7,500‑share stock option with an exercise price of $16.88, plus five separate 1,500‑share premium stock option awards with exercise prices of $18.57, $18.91, $19.24, $19.58, and $19.92.

When do the new PDLB stock and option awards to Ioannis Kouzilos start vesting?

The footnotes state that the 5,000 restricted stock units and the newly granted stock options generally vest 20% per year commencing on January 22, 2027.

How many PDLB common shares does Ioannis Kouzilos beneficially own after these awards?

Following the reported transactions, he beneficially owned 37,077 shares of common stock directly and 12,354 shares indirectly through an ESOP.

Were any Ponce Financial Group (PDLB) shares sold by Ioannis Kouzilos in this Form 4?

No sales are reported. All transactions in this Form 4 are coded as “A” (acquisitions) of common stock or stock options, with no dispositions listed.

What does the ESOP holding mean in Ioannis Kouzilos’ PDLB ownership?

The filing reports 12,354 PDLB shares held indirectly “By ESOP,” indicating an interest in shares allocated through an employee stock ownership plan in addition to his directly held shares and options.