Ponce Financial (NASDAQ: PDLB) grants new equity awards to chair

Rhea-AI Filing Summary

Ponce Financial Group Executive Chairman Steven Tsavaris reported new equity awards in PDLB. On January 22, 2026, he acquired 15,000 shares of common stock at $0 per share, described as restricted stock units that vest 20% per year beginning January 22, 2027. Following this, he directly held 531,491 common shares, with additional indirect holdings through his wife and the ESOP.

Tsavaris also received multiple option grants. He was granted five tranches of Premium Stock Options, each for 1,500 shares with exercise prices ranging from $18.57 to $19.92, and 7,500 stock options at an exercise price of $16.88. These options generally vest 20% per year starting January 22, 2027, with expirations in 2036, adding to previously held option positions.

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^*

Tsavaris Steven

(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)
	Executive Chairman

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	531,491	D
Common Stock								27,904	I	By Wife
Common Stock								12,767(2)	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	01/21/2036	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	$9.15							12/04/2019	12/03/2028	Common Stock	62,209(4)		62,209(4)	D
Stock options	$16.88	01/22/2026		A		7,500(3)		01/22/2027	01/21/2036	Common Stock	7,500(3)	$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
Premium 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

Explanation of Responses:

1. Shares of restricted stock units vest annually at a rate of 20% per year commencing on January 22, 2027.

2. Reflects ESOP allocations and dispositions that have occurred since the date of the reporting person's last ownership report

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

4. Stock Options vest annually at a rate of 20% per year commencing 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 Executive Chairman Steven Tsavaris report?

Steven Tsavaris reported acquiring 15,000 shares of Ponce Financial Group common stock at $0 per share and receiving several new stock option and premium stock option grants on January 22, 2026.

How many PDLB common shares does Steven Tsavaris own after these transactions?

After the reported transactions, Steven Tsavaris directly beneficially owned 531,491 shares of PDLB common stock, plus additional indirect holdings through his wife and the ESOP.

What are the key terms of the new PDLB stock option grants to Steven Tsavaris?

The filing shows new grants of Premium Stock Options, each for 1,500 underlying shares with exercise prices between $18.57 and $19.92, and 7,500 stock options at an exercise price of $16.88, all exercisable into PDLB common stock.

When do Steven Tsavaris’s new PDLB restricted stock units and options vest?

The 15,000 restricted stock units and the 7,500 stock options vest at a rate of 20% per year, commencing on January 22, 2027, according to the footnotes.

What are the expiration dates of the new PDLB option awards reported by Steven Tsavaris?

The newly granted Premium Stock Options and stock options reported in the filing have expiration dates of January 21, 2036, with various first exercisable dates beginning between 2027 and 2031.

Does the Form 4 show any indirect ownership of PDLB shares by Steven Tsavaris?

Yes. The filing lists 27,904 PDLB common shares held indirectly by his wife and 12,767 shares held indirectly through the ESOP, in addition to his direct holdings.