Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * NAUDON CARLOS P 2. Issuer Name and Ticker or Trading Symbol Ponce Financial Group, Inc. [PDLB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 2244 WESTCHESTER AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/22/2026 (Street) BRONX, NY 10462 4. If Amendment, Date 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 (City) (State) (Zip) 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 01/22/2026 A 15,000(1) A $ 0 473,743(2) D Common Stock 89,869 I By IRA Common Stock 20,000 I By Banking Spectrum Inc. Common Stock 12,767(3) I By ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 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

Premium Stock Options

$18.57

01/22/2026

A

1,500

01/22/2027

01/21/2036

Common Stock

1,500

$18.57

1,500

D

Premium Stock Options

$18.91

01/22/2026

A

1,500

01/22/2028

01/22/2036

Common Stock

1,500

$18.91

1,500

D

Premium Stock Options

$19.24

01/22/2026

A

1,500

01/22/2029

01/21/2036

Common Stock

1,500

$19.24

1,500

D

Premium Stock Options

$19.58

01/22/2026

A

1,500

01/22/2030

01/21/2036

Common Stock

1,500

$19.58

1,500

D

Premium Stock Options

$19.92

01/22/2026

A

1,500

01/22/2031

01/21/2036

Common Stock

1,500

$19.92

1,500

D

Stock options

$16.88

01/22/2026

A

7,500(4)

01/22/2027

01/21/2036

Common Stock

7,500

$16.88

7,500

D

Premium Stock Options

$10.33

12/07/2024

12/06/2033

Common Stock

24,000

24,000

D

Premium Stock Options

$10.52

12/07/2025

12/06/2033

Common Stock

24,000

24,000

D

Preium Stock Options

$10.7

12/07/2026

12/06/2033

Common Stock

24,000

24,000

D

Premium Stock Options

$10.89

12/07/2027

12/06/2033

Common Stock

24,000

24,000

D

Premium Stock Options

$11.08

12/07/2028

12/06/2033

Common Stock

24,000

24,000

D

Stock Options

$9.15

12/04/2019

12/03/2028

Common Stock

62,209

62,209(5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NAUDON CARLOS P 2244 WESTCHESTER AVENUE BRONX, NY 10462	X		President & CEO

Signatures

/s/Megan Foscaldi, as attorney in fact		01/26/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares of restricted stock units vest annually at a rate of 20% per year commencing on January 22, 2027.
(2)	Includes 126,852 shares of restricted stock units, of which 42,595 shares vest on December 7, 2026 and 2027 and 42,596 shares vest on December 7, 2028.
(3)	Reflects ESOP allocations and dispositions that have occurred since the date of the reporting person's last ownership report
(4)	Stock options vest annually at a rate of 20% commencing on January 22, 2027
(5)	Stock Options vest annual at a rate of 20% per year commincing on December 4, 2019

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.