Ponce Financial (NASDAQ: PDLB) CHRO receives new stock and option awards

Rhea-AI Filing Summary

Ponce Financial Group’s Chief Human Resources Officer, Melissa Antonia DeLeon, reported new equity awards in company stock. On February 9, 2026, she received 5,000 shares of common stock at $0, described as restricted stock units that vest 20% per year starting February 9, 2027.

She was also granted a 5,000-share non-premium stock option at $16.87 and several 1,000-share premium stock options with exercise prices of $18.56, $18.89, $19.23, $19.57, and $19.91, each vesting 20% annually beginning February 9, 2027 and expiring in 2036. The filing also lists existing non-premium options granted earlier and 6,512 shares of common stock 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^*

DeLeon Melissa Antonia

(Last) (First) (Middle)

C/O PONCE BANK

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 Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		A		5,000	A	$0	5,000(1)	D
Common Stock								6,512	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
Non-Premium Stock Options	$16.87	02/09/2026		A		5,000		02/09/2027	02/08/2036	Common Stock	5,000	$16.87	5,000(2)	D
Premium Stock Optons	$18.56	02/09/2026		A		1,000		02/09/2027	02/08/2036	Common Stock	1,000	$18.56	1,000	D
Premium Stock Options	$18.89	02/09/2026		A		1,000		02/09/2028	02/08/2036	Common Stock	1,000	$18.89	1,000	D
Premium Stock Options	$19.23	02/09/2026		A		1,000		02/09/2029	02/08/2036	Common Stock	1,000	$19.23	1,000	D
Premium Stock Options	$19.57	02/09/2026		A		1,000		02/09/2030	02/08/2036	Common Stock	1,000	$19.57	1,000	D
Premium Stock Options	$19.91	02/09/2026		A		1,000		02/09/2031	02/08/2036	Common Stock	1,000	$19.91	1,000	D
Non-Premium Stock Options	$10.44							04/01/2023	03/31/2033	Common Stock	4,883		4,883(3)	D
Non-Premium Stock Options	$13.31							02/04/2026	02/03/2036	Common Stock	5,000		5,000(4)	D

Explanation of Responses:

1. Shares of restricted stock units vest annually at a rate of 20% per year commencing on February 9, 2027.

2. Stock options commence vesting annually at a rate of 20% starting on February 9, 2027

3. Stock options commenced vesting annually at a rate of 20% starting on April 1, 2023.

4. Stockkoptions commence vesting annually at a rate of 20% starting on February 4, 2026.

	/s/ Megan Foscaldi, as attorney in fact	02/10/2026
	** 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 Ponce Financial (PDLB) report for its CHRO?

Ponce Financial reported that Chief Human Resources Officer Melissa Antonia DeLeon received new equity awards. She was granted 5,000 shares of common stock at $0 and multiple stock option grants on February 9, 2026, as disclosed in a Form 4 insider filing.

How many Ponce Financial (PDLB) shares did the CHRO receive on February 9, 2026?

On February 9, 2026, the CHRO received 5,000 shares of Ponce Financial common stock at $0. These are restricted stock units that vest 20% each year starting February 9, 2027, according to the vesting schedule described in the filing’s footnotes.

What new stock options were granted to the Ponce Financial (PDLB) CHRO?

The CHRO received a 5,000-share non-premium stock option at $16.87 and several 1,000-share premium stock options with exercise prices from $18.56 to $19.91. All these options begin vesting 20% annually starting February 9, 2027 and expire in 2036.

What are the vesting terms of the Ponce Financial (PDLB) CHRO’s restricted stock units?

The filing states that the CHRO’s restricted stock units vest annually at a rate of 20% per year, beginning on February 9, 2027. This means the 5,000-share award will vest in equal installments over five years, subject to the plan’s conditions.

Does the Ponce Financial (PDLB) CHRO hold any indirect shares through an ESOP?

Yes. The Form 4 shows that the CHRO has indirect beneficial ownership of 6,512 shares of Ponce Financial common stock through an ESOP. These ESOP shares are reported separately from her directly held common stock and option positions in the filing.

What existing stock options for Ponce Financial (PDLB) does the CHRO report holding?

Beyond new grants, the CHRO reports holding 4,883 non-premium stock options at $10.44 expiring March 31, 2033, and 5,000 non-premium stock options at $13.31 expiring February 3, 2036. These earlier options also vest at 20% per year from their respective start dates.