M3 funds disclose 7.73% Ponce Financial Group (PDLB) ownership stake

Rhea-AI Filing Summary

Ponce Financial Group, Inc. has a large shareholder group reporting a significant passive stake. An investor group led by M3 Funds, LLC, M3 Partners, L.P., M3F, Inc., Jason A. Stock and William C. Waller has filed an amended Schedule 13G showing beneficial ownership of 1,855,981 shares of Ponce Financial common stock, representing 7.73% of the class as of 12/31/2025. All shares are held directly by M3 Partners, L.P., with M3 Funds, LLC as general partner and M3F, Inc. as investment adviser, while Stock and Waller may be deemed indirect beneficial owners. The filers certify the position is not held to change or influence control of the company.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

PONCE FINANCIAL GROUP, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

732344106

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 732344106

1

Names of Reporting Persons

M3 Funds, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,855,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,855,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,855,981.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.73 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No. 732344106

1

Names of Reporting Persons

M3 Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,855,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,855,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,855,981.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.73 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 732344106

1

Names of Reporting Persons

M3F, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UTAH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,855,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,855,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,855,981.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.73 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

CUSIP No. 732344106

1

Names of Reporting Persons

Jason A. Stock

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,855,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,855,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,855,981.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.73 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 732344106

1

Names of Reporting Persons

William C. Waller

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,855,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,855,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,855,981.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.73 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PONCE FINANCIAL GROUP, INC.
(b)	Address of issuer's principal executive offices: 2244 Westchester Ave., Bronx, New York, 10462
Item 2.
(a)	Name of person filing: M3 Funds, LLC M3 Partners, LP M3F, Inc. Jason A. Stock William C. Waller
(b)	Address or principal business office or, if none, residence: For all persons filing, 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109
(c)	Citizenship: M3 Funds, LLC is a Delaware limited liability company M3 Partners, LP is a Delaware limited partnership M3F, Inc. is a Utah corporation Mr. Stock and Mr. Waller are United States citizens
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 732344106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The responses of each Reporting Person to row 9 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4. All of the reported shares are owned directly by M3 Partners, L.P. ("M3 Partners"), whose general partner is M3 Funds, LLC (the "General Partner") and whose investment adviser is M3F, Inc. (the "Investment Adviser"). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners. Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.
(b)	Percent of class: The responses of each Reporting Person to row 11 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The responses of each Reporting Person to row 5 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(ii) Shared power to vote or to direct the vote: The responses of each Reporting Person to row 6 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(iii) Sole power to dispose or to direct the disposition of: The responses of each Reporting Person to row 7 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(iv) Shared power to dispose or to direct the disposition of: The responses of each Reporting Person to row 8 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

M3 Funds, LLC

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock, Manager
Date:	02/03/2026

M3 Partners, LP

Signature:	By: M3 Funds, LLC, General Partner /s/ Jason A. Stock
Name/Title:	Jason A. Stock, Manager
Date:	02/03/2026

M3F, Inc.

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock, Managing Director
Date:	02/03/2026

Jason A. Stock

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock
Date:	02/03/2026

William C. Waller

Signature:	/s/ William C. Waller
Name/Title:	William C. Waller
Date:	02/03/2026

FAQ

What ownership stake in Ponce Financial Group (PDLB) is reported in this Schedule 13G/A?

The filing reports beneficial ownership of 1,855,981 shares of Ponce Financial common stock, representing 7.73% of the outstanding class. This positions the reporting group as a significant shareholder with a notable minority stake in the company.

Who are the reporting persons in the Ponce Financial (PDLB) Schedule 13G/A filing?

The reporting persons are M3 Funds, LLC, M3 Partners, L.P., M3F, Inc., Jason A. Stock, and William C. Waller. All reported shares are directly owned by M3 Partners, L.P., with the other entities and individuals deemed potential indirect beneficial owners.

Is the reported Ponce Financial (PDLB) stake intended to influence control of the company?

The filers certify the securities were not acquired and are not held for the purpose of changing or influencing control of Ponce Financial. They state the holdings are not in connection with any control-related transaction, other than activities tied to a specific nomination rule reference.

How are voting and dispositive powers over Ponce Financial (PDLB) shares allocated?

Each reporting person shows 0 shares with sole voting or dispositive power and 1,855,981 shares with shared voting and shared dispositive power. This indicates decisions regarding the shares are made jointly rather than individually by any single reporting person.

What is the event date for the Ponce Financial (PDLB) ownership reported on Schedule 13G/A?

The reported ownership information is tied to an event date of December 31, 2025. The Schedule 13G/A Amendment No. 4 reflects the group’s holdings as of that date, providing an updated snapshot of their beneficial ownership percentage.

Where are the reporting persons for the Ponce Financial (PDLB) stake based?

All reporting persons share a principal business address at 2070 E 2100 S, Suite 250, Salt Lake City, Utah 84109. The entities are organized in Delaware and Utah, while Jason A. Stock and William C. Waller are citizens of the United States.