T. Rowe Price discloses 7.9% of Ponce Financial Group (NASDAQ: PDLB)

Rhea-AI Filing Summary

T. Rowe Price Investment Management, Inc. filed an amended Schedule 13G reporting beneficial ownership of 1,896,773 shares of Ponce Financial Group common stock, representing 7.9% of the class as of December 31, 2025.

The firm has sole voting and sole dispositive power over these shares. It certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Ponce Financial Group.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

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

T. Rowe Price Investment Management, 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

MARYLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,896,773.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,896,773.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,896,773.00

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)

7.9 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: PONCE FINANCIAL GROUP INC
(b)	Address of issuer's principal executive offices: 2244 WESTCHESTER AVE, BRONX, NY, 10462
Item 2.
(a)	Name of person filing: T. Rowe Price Investment Management, Inc.
(b)	Address or principal business office or, if none, residence: 1307 Point Street, Baltimore, MD 21231
(c)	Citizenship: Maryland
(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: 1896773
(b)	Percent of class: 7.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1896773
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1896773
	(iv) Shared power to dispose or to direct the disposition of: 0
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 acquired and are held in the ordinary course of business and 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. T. Rowe Price Investment Management, Inc. hereby declares and affirms that the filing of Schedule 13G shall not be construed as an admission that Price Investment Management is the beneficial owner of the securities referred to, which beneficial ownership is expressly denied.

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.

T. Rowe Price Investment Management, Inc.

Signature:	Ellen York
Name/Title:	Vice President
Date:	02/17/2026

FAQ

Who filed this Schedule 13G/A related to PDLB?

T. Rowe Price Investment Management, Inc. filed the amended Schedule 13G for Ponce Financial Group. The firm is organized in Maryland and reports its principal business office at 1307 Point Street, Baltimore, Maryland 21231, in connection with its beneficial ownership of the company’s common stock.

How many PDLB shares does T. Rowe Price report owning?

T. Rowe Price reports beneficial ownership of 1,896,773 Ponce Financial Group common shares. The filing states this amount in Item 4(a) and confirms that all these shares are subject to sole voting and sole dispositive power, with no shared voting or dispositive authority reported.

What percentage of PDLB’s common stock does this stake represent?

The filing shows that T. Rowe Price’s 1,896,773 shares represent 7.9% of Ponce Financial Group’s common stock. This percentage is disclosed in Item 4(b), indicating that the firm holds more than five percent of the outstanding shares of this class of securities.

Does T. Rowe Price seek to influence control of PDLB with this stake?

The filing states the shares were acquired and are held in the ordinary course of business and not to change or influence control of Ponce Financial Group. It also notes they are not held in connection with any transaction intended to have that control-related purpose or effect.

What voting and dispositive powers does T. Rowe Price report over PDLB shares?

T. Rowe Price reports sole power to vote and dispose of 1,896,773 shares of Ponce Financial Group common stock. The Schedule 13G/A lists zero shared voting power and zero shared dispositive power, meaning no other party is reported as sharing authority over these securities.

What is the event date for T. Rowe Price’s PDLB ownership report?

The Schedule 13G/A lists December 31, 2025 as the Date of Event that required the filing. This date indicates when the reported ownership position, including the 1,896,773 shares and 7.9% stake, reached a level that triggered this amended beneficial ownership disclosure.