Ponce Financial (NASDAQ: PDLB) COO receives new stock and option grants

Rhea-AI Filing Summary

Ponce Financial Group, Inc. Chief Operating Officer Luis Gerardo Gonzalez Jr. reported new equity awards dated January 22, 2026. He received 5,000 shares of common stock in the form of restricted stock units that were granted for no cash consideration and are scheduled to vest in five equal annual installments of 20% starting on January 22, 2027. Following this award, he directly reports beneficial ownership of 30,252 shares of common stock, plus 2,919 shares held indirectly through the ESOP.

On the same date he was granted 2,500 stock options with an exercise price of $16.88 per share, vesting 20% annually beginning January 22, 2027. He also holds multiple tranches of previously granted premium stock options with exercise prices between $10.33 and $19.92 and non‑premium stock options covering 20,000 shares, which vest 20% annually beginning February 4, 2026.

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^*

Gonzalez Luis Gerardo Jr.

(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 Operating 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	30,252(2)(3)	D
Common Stock								2,919(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	5,000		5,000	D
Premium Stock Options	$10.52							12/07/2025	12/06/2033	Common Stock	5,000		5,000	D
Premium Stock Options	$10.7							12/07/2026	12/06/2033	Common Stock	5,000		5,000	D
Premium Stock Options	$10.89							12/07/2027	12/06/2033	Common Stock	5,000		5,000	D
Pemium Stock Options	$11.09							12/07/2028	12/06/2033	Common Stock	5,000		5,000	D
Stock Options	$10.44							04/01/2023	03/31/2032	Common Stock	23,718(6)		23,718(6)	D
Stock options	$16.88	01/22/2026		A		2,500(5)		01/25/2027	01/21/2036	Common Stock	2,500	$16.88	2,500	D
Premium Stock Option	$18.57	01/22/2026		A		500		01/22/2027	01/21/2036	Common Stock	500	$18.57	500	D
Premium Stock Options	$18.91	01/22/2026		A		500		01/22/2028	01/21/2036	Common Stock	500	$18.91	500	D
Premium Stock Options	$19.24	01/22/2026		A		500		01/22/2029	01/21/2036	Common Stock	500	$19.24	500	D
Premium Stock Options	$19.58	01/22/2026		A		500		01/22/2030	01/21/2036	Common Stock	500	$19.58	500	D
Premium Stock Options	$19.92	01/22/2026		A		500		01/22/2031	01/21/2036	Common Stock	500	$19.92	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 11,000 shares of previously awarded restricted stock units, of which 3,666 shares vest on December 4, 2026, 3,667 shares vest on December 4, 2027 and 3,667 vest on December 4, 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.
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FAQ

What did PDLB’s COO report in this Form 4 filing?

The filing shows that Chief Operating Officer Luis Gerardo Gonzalez Jr. received new equity compensation on January 22, 2026, including restricted stock units and stock options in Ponce Financial Group, Inc. common stock.

How many PDLB common shares were granted to the COO on January 22, 2026?

He was granted 5,000 shares of common stock in the form of restricted stock units, which the footnotes state were granted for no cash consideration.

How do the COO’s new restricted stock units in PDLB vest?

The footnotes state that the 5,000 restricted stock units vest at a rate of 20% per year starting on January 22, 2027, resulting in five annual vesting installments.

What stock options in PDLB were newly granted to the COO?

He received 2,500 stock options with an exercise price of $16.88 per share, plus several 500‑share premium stock option tranches with exercise prices ranging from $18.57 to $19.92, each tied to future vesting and expiration dates.

What is the COO’s reported PDLB common stock ownership after these grants?

After the reported transactions, he reports beneficial ownership of 30,252 shares of common stock directly and 2,919 shares indirectly through the ESOP.

What other PDLB option holdings does the COO report?

He reports multiple premium stock option tranches with exercise prices from $10.33 to $19.92, and 20,000 non‑premium stock options that vest 20% annually beginning February 4, 2026.