Sec Form 4 Filing - Campiz Betty Yolainy @ Ponce Financial Group, Inc. - 2026-02-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Campiz Betty Yolainy 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) EVP and Chief Banking Officer (Last) (First) (Middle) C/O PONCE BANK, 2244 WESTCHESTER AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2026 (Street) BRONX, NY10462 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10,000 ( 1 ) A $ 0 17,500 ( 2 ) D Common stock 7,962 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 12,500 02/09/2027 02/08/2036 Common Stock 12,500 $ 16.87 12,500 ( 3 ) D Premium Stock Options $ 18.56 02/09/2026 A 2,500 02/09/2027 02/08/2036 Common Stock 2,500 $ 18.56 2,500 D Premium Stock Options $ 18.89 02/09/2026 A 2,500 02/09/2028 02/08/2036 Common Stock 2,500 $ 18.89 2,500 D Premium Stock Options $ 19.23 02/09/2026 A 2,500 02/09/2029 02/08/2036 Common Stock 2,500 $ 19.23 2,500 D Premium Stock Options $ 19.57 02/09/2026 A 2,500 02/09/2030 02/08/2036 Common Stock 2,500 $ 19.57 2,500 D Premium Stock Options $ 19.91 02/09/2026 A 2,500 02/09/2031 02/08/2036 Common Stock 2,500 $ 19.91 2,500 D Non-Premium Stock Options $ 6.2 05/21/2021 05/20/2031 Common Stock 13,952 13,952 ( 4 ) D Non-Premium Stock Options $ 10.44 04/01/2023 03/31/2033 Common Stock 3,122 3,122 ( 5 ) D Non-Premium Stock Options $ 10.33 12/07/2024 12/06/2034 Common Stock 20,000 20,000 ( 6 ) D Non-Premium Stock Options $ 13.31 02/04/2026 02/03/2036 Common Stock 20,000 20,000 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Campiz Betty Yolainy C/O PONCE BANK 2244 WESTCHESTER AVENUE BRONX, NY10462 EVP and Chief Banking Officer Signatures /s/ Megan Foscaldi, as attorney in fact 02/10/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of restricted stock units vest annually at a rate of 20% per year commencing on February 9, 2027. ( 2 )Includes 5,500 shares of restricted stock, 500 shares each will vest on December 7, 2026, December 7, 2027 and December 8, 2027 and 1,000 shares each will vest on February 4, 2027, February 4, 2028, February 4, 2029 and February 4, 2030. ( 3 )Stock options commence vesting at a rate of 20% starting on February 9, 2027. ( 4 )Stock options fully vested. ( 5 )Stock options commenced vesting annually at a rate of 20% starting on April 1, 2023. ( 6 )Stock options commence vesting annually at a rate of 20% starting on December 7, 2024. ( 7 )Stock options commence vesting annually at a rate of 20% starting on February 4, 2026.

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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