SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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^*

Campiz Betty Yolainy

(Last)

(First)

(Middle)

C/O PONCE BANK

2244 WESTCHESTER AVENUE

(Street)

BRONX

10462

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2026

3. Issuer Name and Ticker or Trading Symbol
Ponce Financial Group, Inc. [ PDLB ]

4. 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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,500⁽¹⁾	D
Common Stock	7,962	I	By ESOP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Premium Stock Options	05/21/2021	05/20/2031	Common Stock	13,952⁽²⁾	$6.2	D
Non-Premium Stock Options	04/01/2023	03/31/2033	Common Stock	3,122⁽³⁾	$10.44	D
Non-Premium Stock Options	12/07/2024	12/06/2034	Common Stock	20,000⁽⁴⁾	$10.33	D
Non-Premium Stock Options	02/04/2026	02/03/2036	Common Stock	20,000⁽⁵⁾	$13.31	D

Explanation of Responses:

1. 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.

2. Stock options fully vested

3. Stock options commenced vesting annually at a rate of 20% starting on April 1, 2023.

4. Stock optons commence vesting annually at a rate of 20% starting December 7, 2024.

5. Stock optons commence vesting annually at a rate of 20% starting February 4, 2026.

Remarks:

This Form 3 is being filed late due to unanticipated delays in receiving the Reporting Person's EDGAR codes, which delays we understand were unavoidable due to the high volume of applications.

	/s/ Megan Foscaldi, as attorney in fact	02/09/2026
	** 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 5 (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.