Ponce Financial (PDLB) Form 4 Ponce Financial / Sergio Javier Vaccaro ownership change

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

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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).

1. Name and Address of Reporting Person^*

Vaccaro Sergio Javier

(Last) (First) (Middle)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

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	02/04/2025		A		5,000(1)	A	$0	50,000(2)	D
Common Stock								2,660(3)	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	$13.31	02/04/2025		A		20,000(4)		02/04/2026	02/03/2035	Common Stock	20,000(4)	$13.31	20,000(4)	D
Premium Stock Options	$10.33							12/07/2024	12/06/2033	Common Stock	3,000		3,000	D
Premium Stock Options	$10.52							12/07/2025	12/06/2033	common stock	3,000		3,000	D
Premium Stock Options	$10.7							12/07/2026	12/06/2033	Common Stock	3,000		3,000	D
Premium Stock Options	$10.89							12/07/2027	12/06/2033	Common Stcok	3,000		3,000	D
Premium Stock Options	$11.08							12/07/2028	12/06/2033	Common Stock	3,000		3,000	D

Explanation of Responses:

1. Shares of restricted stock units vest annually at a rate of 20% per year commencing on February 4, 2026 and were granted for no consideration.

2. Includes 28,000 shares of previously awarded restricted stock units, of which 7,000 shares vest on December 4, 2025, 7,000 shares vest on December 4, 2026, 7,000 shares vest on December 4, 2027 and 7,000 shares vest on December 4, 2028

3. Reflects ESOP allocations and dispositions that have occurred since the date of the reporting person's last ownership report

4. Non-Premium Stock Options vest annually at a rate of 20% per year commencing on February 4, 2026

	/s/Megan Foscaldi, as attorney in fact	02/06/2025
	** 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.