EVP & Chief Lending Officer Kouzilos Ioannis exercised 10,929 shares at a strike of $11.48 and sold $183,716 worth of Comnmon Stock (10,929 units at $16.81) (SEC Form 4)
$PDLB
Savings Institutions
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ponce Financial Group, Inc. [ PDLB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/11/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/11/2026 | M | 2,929 | A | $10.44 | 40,006 | D | |||
| Common Stock | 02/11/2026 | M | 4,000 | A | $13.31 | 44,006 | D | |||
| Common Stock | 02/11/2026 | M | 2,000 | A | $10.33 | 46,006 | D | |||
| Common Stock | 02/11/2026 | M | 2,000 | A | $10.52 | 48,006 | D | |||
| Comnmon Stock | 02/11/2026 | S | 10,929 | D | $16.81 | 37,077(1)(2)(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 02/11/2026 | M | 2,000 | 02/11/2026 | 12/06/2033 | Common Stock | 2,000 | $10.33 | 0 | D | ||||
| Premium Stock Options | $10.52 | 02/11/2026 | M | 2,000 | 12/07/2025 | 12/06/2033 | Common Stock | 2,000 | $10.52 | 0 | D | ||||
| Stock Options | $10.44 | 02/11/2026 | M | 2,929 | 04/01/2023 | 03/31/2032 | Common Stock | 2,929 | $10.44 | 1,954(4) | D | ||||
| Non-Premium Stock Options | $13.31 | 02/11/2026 | M | 4,000 | 02/04/2026 | 02/03/2036 | Common Stock | 4,000 | $13.31 | 16,000(5) | D | ||||
| Premium Stock Options | $10.7 | 12/07/2026 | 12/06/2033 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Premium Stock Options | $10.89 | 12/07/2027 | 12/06/2033 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Premium Stock Options | $11.08 | 12/07/2028 | 01/21/2036 | Common Stock | 2,000 | 2,000 | D | ||||||||
| Non-Premium Stock Options | $16.88 | 01/27/2027 | 01/21/2036 | Common Stock | 7,500 | 7,500(6) | D | ||||||||
| Premium Stock Options | $18.57 | 01/22/2027 | 01/21/2036 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Premium Stock Options | $18.91 | 01/22/2028 | 01/21/2036 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Premium Stock Options | $19.24 | 01/22/2029 | 01/21/2036 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Premim Stock Options | $19.58 | 01/22/2030 | 01/21/2036 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Premium Stock Options | $19.92 | 01/22/2031 | 01/21/2036 | Common Stock | 1,500 | 1,500 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 5,000 shares of previously awarded restricted stock units, of which 1,666 shares vest on December 7, 2026, 1,667 shares vest on December 7, 2027 and 1,667 shares vest on December 7, 2028. |
| 2. Includes 4,000 shares of previously awarded restricted stock units that vest in four equal installments on February 4, 2027, 2028, 2029 and 2030. |
| 3. This Form 4 reflects ESOP dispositions that have occurred since the date of the reporting person's last ownership report. As of the date of this report, all such shares have been disposed of in connection with a diversification election. |
| 4. The remaining options will vest in two equal installments on April 1. 2026 and 2027. Total remaining reflects a correction to the previously filed Form 4, which reported 4,833 options outstanding. The correct total was 4,883, of which 1,954 remain unexercised. |
| 5. Remaining non-premium stock options vest in equal installment on February 2, 2027, 2028, 2029 and 2030 |
| 6. Stock options vest annually at a rate of 20% commencing on January 22, 2027 |
| /s/Megan Foscaldi, as attorney in fact | 02/13/2026 | |
| ** 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. | ||