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

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1. Name and Address of Reporting Person * Vaccaro Sergio Javier 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 (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 10,000(1) A $ 0 60,000(2)(3) D Common Stock 2,660(4) I By ESOP

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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

$11.08

12/07/2028

12/06/2033

Common Stock

3,000

3,000

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

$10.70

12/07/2026

12/06/2033

Common Stcok

3,000

3,000

D

Premium Stock Options

$10.89

12/07/2027

12/06/2033

Common Stock

3,000

3,000

D

Non-Premium Stock Options

$16.88

01/22/2026

A

10,000(5)

01/22/2027

01/21/2036

Common Stock

10,000

$16.88

10,000

D

Non-Premium Stock Options

$13.31

02/04/2026

02/03/2035

Common Stock

20,000(6)

20,000

D

Premium Stock Options

$18.57

01/22/2026

A

2,000

01/22/2027

01/21/2036

Common Stock

2,000

$18.57

2,000

D

Premium Stock Options

$18.91

01/22/2026

A

2,000

01/22/2028

01/21/2036

Common Stock

2,000

$18.91

2,000

D

Premium Stock Option

$19.24

01/22/2026

A

2,000

01/22/2029

01/21/2036

Common Stock

2,000

$19.24

2,000

D

Premium Stock Optins

$19.58

01/22/2026

A

2,000

01/22/2030

01/21/2036

Common Stock

2,000

$19.58

2,000

D

Premium Stock Options

$19.92

01/22/2026

A

2,000

01/22/2031

01/21/2036

Common Stock

2,000

$19.92

2,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Vaccaro Sergio Javier 2244 WESTCHESTER AVENUE BRONX, NY 10462			Chief Financial Officer

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 and were granted for no consideration.
(2)	Includes 21,000 shares of previously awarded restricted stock units, of which 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)	Includes 5,000 shares of restricted stock units vest annually at a rate of 20% per year commencing on February 4, 2026
(4)	Reflects ESOP allocations and dispositions that have occurred since the date of the reporting person's last ownership report
(5)	Non-Premium stock options vest annually at a rate of 20% commencing on January 22, 2027
(6)	Non-Premium Stock Options vest annually at a rate of 20% per year commencing on February 4, 2026

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