DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

Ponce Financial Group, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 22, 2026

Dear Fellow Stockholder:

We cordially invite you to attend the 2026 Annual Meeting of Stockholders of Ponce Financial Group, Inc. The Annual Meeting will be held live via the Internet on June 11, 2026, at 10:00 a.m., local time. Please visit www.proxydocs.com/PDLB for more details.

The following Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the Annual Meeting we will also report on the operations of Ponce Financial Group, Inc. Also included for your review is our Annual Report for the year ended December 31, 2025, which contains information concerning our activities and operating performance.

The business to be conducted at the Annual Meeting consists of the election of directors, the ratification of the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026, and consideration of the say-on-pay proposal. The Board of Directors has determined that the matters to be considered at the Annual Meeting are in the best interest of Ponce Financial Group, Inc. and its stockholders, and the Board of Directors unanimously recommends a vote “FOR” the election of each director nominee, ratification of the appointment of the auditor, and the say-on-pay proposal.

We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. Detailed information concerning these matters is set forth in the Important Notice Regarding the Availability of Proxy Materials (the “Notice”), which holders of our stock have received in the mail, and in the attached Notice of Annual Meeting of Stockholders and Proxy Statement.

On behalf of the Board of Directors, please carefully read the Proxy Statement and other proxy materials and vote your shares by telephone or through the Internet, or, if you received a printed copy of the Proxy Statement, signing, dating and returning the enclosed Proxy Card in the postage-paid envelope provided. We ask that you cast your vote as soon as possible, even if, in light of the information provided in the included Notice of Annual Meeting, you plan to virtually attend the Annual Meeting. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the Notice and in the Proxy Card instructions, if you received a printed copy of the Proxy Statement. Your vote is important, regardless of the number of shares that you own.

We make proxy materials available to our stockholders on the Internet. Our Proxy Statement and 2025 Annual Report are available at www.proxydocs.com/PDLB. You also may authorize your proxy via the Internet by following the instructions on the website www.proxypush.com/PDLB. In order to authorize your proxy via the Internet you must have the shareholder identification number that appears on the Notice or the Proxy Card.


	Sincerely,


	Carlos P. Naudon
	President and Chief Executive Officer

Ponce Financial Group, Inc.

2244 Westchester Avenue

Bronx, New York 10462

(718) 931-9000

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 11, 2026

Notice is hereby given that the 2026 Annual Meeting of Stockholders of Ponce Financial Group, Inc. (the “Company,” “we,” “us” or “our”) will be held live via the Internet on June 11, 2026, at 10:00 a.m., local time. Please visit www.proxydocs.com/PDLB for more details.

Stockholders are urged to vote their proxies by mail or by voting via the Internet or by telephone, even if they plan to attend the virtual Annual Meeting. The results of the business of the meeting and a copy of the Chief Executive Officer's prepared remarks will be publicly available promptly following the meeting.

Important Notice Regarding the Availability of Proxy Materials

We have elected to distribute our proxy materials for the Annual Meeting to our stockholders via the Internet under the “notice and access” approach permitted by the rules of the Securities and Exchange Commission (the “SEC”). Accordingly, on or about April 22, 2026, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice”) to holders of our common stock containing instructions on how to access the proxy materials, including this Proxy Statement and our annual report to stockholders for the fiscal year ended December 31, 2025, on the Internet. Our annual report to stockholders includes a copy of our annual report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, except for certain exhibits.

If you are a holder of our common stock and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

The Proxy Statement for the Annual Meeting is also available at www.proxydocs.com/PDLB. The Annual Meeting is for the purpose of considering and acting upon:

1. the election of three directors for a term expiring in 2029;

2. the ratification of the appointment of Forvis Mazars, LLP as independent registered public accounting firm for the year ending December 31, 2026;

3. the approval, on an advisory and non-binding basis, of the compensation of the named executive officers; and

such other matters as may properly come before the Annual Meeting, or any adjournments or postponements thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

A live webcast of the Annual Meeting will be available, and you will not be able to attend the ‎Annual Meeting in person. Registration is required online at www.proxydocs.com/PDLB.‎ By logging into the website, stockholders as of the record date will be able to vote shares electronically on all items to be considered at the Annual Meeting. Stockholders must have their Notice, Proxy Cards or voting instruction forms in hand when accessing the website and following the instructions.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on the date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on April 15, 2026 are the stockholders entitled to vote at the Annual Meeting, and any adjournments or postponements thereof.

EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE VIRTUAL ANNUAL MEETING, IS REQUESTED TO vote their shares WITHOUT DELAY by telephone or through the Internet, or, if they received a printed copy of the Proxy Statement, by ‎SIGNing, DATing AND RETURNing THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY FOLLOWING THE INSTRUCTIONS IN THIS PROXY STATEMENT.


	By Order of the Board of Directors


	Steven A. Tsavaris
	Executive Chairman

Bronx, New York

April 22, 2026

IMPORTANT: THE PROMPT RETURN OF PROXIES, INCLUDING BY VOTING BY TELEPHONE OR THROUGH THE INTERNET, WILL SAVE THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. A PRE-ADDRESSED ENVELOPE IS INCLUDED WITH THE PRINTED PROXY STATEMENT FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.

PROXY STATEMENT

Ponce Financial Group, Inc.

2244 Westchester Avenue

Bronx, New York 10462

(718) 931-9000

ANNUAL MEETING OF STOCKHOLDERS

June 11, 2026

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Ponce Financial Group, Inc. to be used at the Annual Meeting of Stockholders, which will be held in a virtual-only format on June 11, 2026, at 10:00 a.m., local time, and all adjournments or postponements of the Annual Meeting. The Notice is first being mailed to stockholders on or about April 22, 2026.

VIRTUAL ANNUAL MEETING ‎

The Annual Meeting will be held in a virtual-only meeting format, via live video webcast that will ‎provide stockholders with the ability to participate in the Annual Meeting, vote their shares, and ‎ask questions. We are implementing a virtual-only meeting format leveraging technology to ‎enhance stockholder access to the Annual Meeting by enabling attendance and participation from ‎any location around the world. The virtual-only meeting format will give stockholders the ‎opportunity to exercise the same rights as if they had attended an in-person meeting and we ‎believe that these measures will enhance stockholder access and encourage participation and ‎communication with our Board of Directors and management.‎

ATTENDANCE AT THE VIRTUAL ANNUAL MEETING

Only stockholders of record and beneficial owners of shares of our common stock as of the close ‎of business on April 15, 2026, the Record Date, may attend and participate in the Annual Meeting, ‎including voting and asking questions during the virtual Annual Meeting. You will not be able to ‎attend the Annual Meeting physically in person.‎

To attend the Annual Meeting, you must register at www.proxydocs.com/PDLB. Upon completing ‎your registration, you will receive further instructions via email, including a unique link that will ‎allow you access to the Annual Meeting and to vote and submit questions during the Annual ‎Meeting.‎

As part of the registration process, you must enter the control number located on your Notice, Proxy Card or voting instruction form. If you are a beneficial owner of shares ‎registered in the name of a broker, bank, or other nominee, you will also need to provide the ‎registered name on your account and the name of your broker, bank, or other nominee as part of ‎the registration process.‎

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of the Board of Directors of Ponce Financial Group, Inc. will be voted in accordance with the directions given thereon. Please vote your shares by telephone or through the Internet, or, if you received a printed copy of the Proxy Statement, by signing and returning your Proxy Card in the postage paid envelope provided. Where no instructions are indicated on the Proxy Card, signed proxies will be voted “FOR” the election of the nominees for director named herein, “FOR” the ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2026, and “FOR” the approval, on an advisory and non-binding basis, of the compensation of the named executive officers.

Proxies may be revoked by sending written notice of revocation to the Corporate Secretary of Ponce Financial Group, Inc. at the address shown above, by filing a duly executed proxy bearing a later date, by following the Internet or telephone instructions on the Notice or the Proxy Card or by voting live online at the virtual Annual Meeting. The presence at the virtual Annual Meeting of any stockholder who had given a proxy shall not revoke such proxy unless the stockholder subsequently votes his or her shares at the Annual Meeting or delivers a written revocation to our Corporate Secretary prior to the voting of such proxy.

If you have any questions about giving your proxy or require assistance, please call Sergio J. Vaccaro, Executive Vice President and Chief Financial Officer, at (718) 931-9000.

If you are a stockholder whose shares are not registered in your name, you will need appropriate documentation from your record holder to vote live at the Annual Meeting.

SOLICITATION OF PROXIES; EXPENSES

We will pay the cost of this proxy solicitation. We have retained Laurel Hill Advisory Group, LLC (“Laurel Hill”) to assist Ponce Financial Group, Inc. in soliciting proxies and have agreed to pay Laurel Hill a fee of $7,500 plus out-of-pocket expenses and charges for telephone calls made and received in connection with the solicitation. Additionally, representatives of Laurel Hill and our directors, executive officers and other employees may solicit proxies by mail, personally, by telephone, by press release, by facsimile transmission or by other electronic means. No additional compensation will be paid to our directors, executive officers or employees for such services. We will reimburse brokerage firms and other custodians, nominees, and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of our common stock.

VOTING SECURITIES AND PRINCIPAL HOLDERS

Except as otherwise noted below, holders of record of Ponce Financial Group, Inc.’s shares of common stock, par value $0.01 per share, as of the close of business on April 15, 2026 are entitled to one vote for each share then held. As of April 15, 2026, there were 24,156,831 shares of common stock outstanding. Ponce Financial Group, Inc., is the holding company of Ponce Bank, N.A. (“Ponce Bank” or the “Bank”), a national bank. Ponce Financial Group, Inc.’s Articles of Incorporation provide that no person or entity that beneficially owns in excess of 10% of the then-outstanding shares of common stock of Ponce Financial Group, Inc. shall be entitled or permitted to vote in respect of the shares held in excess of the 10% limit.

Principal Holders

Persons and groups who beneficially own in excess of 5% of the shares of common stock are required to file certain reports with the Securities and Exchange Commission regarding such ownership. The following table sets forth, as of April 15, 2026, the shares of common stock beneficially owned by our directors and executive officers, individually and as a group, and by each person who was known to us as the beneficial owner of more than 5% of the outstanding shares of common stock. Except as otherwise indicated, we believe each beneficial owner named below has sole voting and sole investment power with respect to all shares beneficially owned by that holder. The mailing address for each of our directors and executive officers is 2244 Westchester Avenue, Bronx, New York 10462.


	Shares of Common
	Stock Beneficially			Percent of Shares of
	Owned as of			Common Stock
Persons Owning Greater than 5%	Record Date (1)			Outstanding (2)
T. Rowe Price Associates, Inc. 101 E. Pratt Street Baltimore, Maryland 21202		1,896,773	(3)		7.8	%
M3 FUNDS, LLC 2070 E 2100 S, Suite 250 Salt Lake City, UT 84109		1,855,981	(4)		7.7
Ponce Bank Employee Stock Ownership Plan with 401(k) Provisions Pentegra Trust Company, Trustee c/o Pentegra Services, Inc. 2 Enterprise Drive, Suite 408 Shelton, CT 06484		1,882,642	(5)		7.8
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		1,646,090	(6)		6.8
Ponce De Leon Foundation 2244 Westchester Avenue Bronx, NY 10462		1,249,588	(7)		5.2
Directors
James C. Demetriou		132,833	(8)	*
Nick R. Lugo		156,783	(9)	*
Maria Alvarez		76,359	(10)	*
James Perez		72,049	(11)	*
Marlene Cintron		500	(12)	*
Carlos P. Naudon		568,703	(13)		2.4
Steve A. Tsavaris		544,696	(14)		2.3
Named Executive Officers who are not Directors
Sergio J. Vaccaro		39,919	(15)	*
All directors and executive officers as a group (13 persons)		1,730,126			7.2	%

* Less than 1%.

(1) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), a person is deemed to be the beneficial owner, for purposes of this table, of any shares of common stock if he, she or it has or shares voting or investment power with respect to such common stock or has a right to acquire beneficial ownership at any time within 60 days from April 15, 2026. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to

dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct and the named individuals and group exercise sole voting and investment power over the shares of Ponce Financial Group, Inc. common stock.

(2) Based on a total of 24,187,901 shares of common stock outstanding as of April 15, 2026.

(3) Based on a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 17, 2026, it holds sole voting power and sole dispositive power with respect to all shares.

(4) Based on a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 4, 2026, it holds shared voting power and shared dispositive power with respect to all shares, together with M3 Partners, LP, M3F, Inc., Jason A. Stock, and William C. Waller.

(5) Based on a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on April 11, 2026, it and certain of its affiliates holds sole voting power with respect to 1,168,244, shared voting power with respect to 714,398 and sole dispositive power with respect to all shares.

(6) Based on a Schedule 13G filed with the U.S. Securities and Exchange Commission on January 26, 2024, it and certain of its affiliates holds sole voting power with respect to all shares.

(7) Based on a Schedule 13G filed with the U.S. Securities and Exchange Commission on February 22, 2022.

(8) Includes 56,856 shares held jointly by Mr. Demetriou and his wife and 18,442 shares as to which Mr. Demetriou has the right to acquire beneficial ownership within 60 days from April 15, 2026, pursuant to the exercise of vested stock options.

(9) Includes 27,904 shares owned directly by Mr. Lugo’s wife and 18,442 shares as to which Mr. Lugo has the right to acquire beneficial ownership within 60 days from April 15, 2026, pursuant to the exercise of vested stock options.

(10) Includes 1,430 shares held in an individual retirement account for the benefit of Ms. Alvarez and 29,405 shares as to which Ms. Alvarez has the right to acquire beneficial ownership within 60 days from April 15, 2026, pursuant to the exercise of vested stock options.

(11) Includes 20,000 shares owned by 43rd St New York Ave, LLC and 6,000 shares as to which Mr. Perez has the right to acquire beneficial ownership within 60 days from April 15, 2026, pursuant to the exercise of vested stock options.

(12) Includes 500 shares held in an individual retirement account for the benefit of Ms. Cintron.

(13) Includes 89,659 shares held in an individual retirement account for the benefit of Mr. Naudon, 20,000 shares held by Banking Spectrum, Inc., a company controlled by Mr. Naudon, 16,978 shares held by the ESOP and allocated to his account and 110,209 shares as to which Mr. Naudon has the right to acquire beneficial ownership within 60 days from April 15, 2026, pursuant to the exercise of vested stock options.

(14) Includes 27,904 shares owned directly by Mr. Tsavaris’ wife, 16,978 shares held by the ESOP and allocated to his account and 110,209 shares as to which Mr. Tsavaris has the right to acquire beneficial ownership within 60 days from April 15, 2026, pursuant to the exercise of vested stock options.

(15) Includes 4,920 shares held by the ESOP and allocated to his account and 9,999 shares as to which Mr. Vaccaro has the right to acquire beneficial ownership within 60 days from April 15, 2026, pursuant to the exercise of vested stock options.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the Securities and Exchange Commission (“SEC”). Such directors, executive officers, and 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. SEC regulations require us to identify in this Proxy Statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons, we believe that during fiscal 2025, all Section 16(a) filing requirements were satisfied on a timely basis, except that a Form 4 for Madeline Marquez to report shares withheld for taxes upon vesting of a portion of her outstanding restricted stock units was filed one day late due to administrative error.

Quorum

The presence in person or by proxy of holders of a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present. In the event there are not sufficient votes for a quorum, or to approve or ratify any matter being presented at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit the further solicitation of proxies.

Votes Required

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.”

As to the election of directors, a stockholder may vote: (i) to vote FOR each nominees proposed by the Board separately; or (ii) to WITHHOLD the vote for one or more of the nominees being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which the authority to vote for the nominees being proposed is withheld. Plurality means that individuals who receive the highest number of votes cast are elected, up to the maximum number of directors to be elected at the Annual Meeting. Brokers are not permitted to vote your shares on this proposal in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.

As to the ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for the year ending December 31, 2026, by checking the appropriate box, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The ratification of this matter shall be determined by a majority of the votes represented at the Annual Meeting and entitled to vote on the matter. Abstentions will not be treated as votes cast for this proposal.

As to the approval, on an advisory and non-binding basis, of the compensation of the named executive officers‎ by checking the appropriate box, a stockholder may: (i) vote FOR the approval of the compensation of the named executive officers; (ii) vote AGAINST the approval of the compensation of the named executive officers; or (iii) ABSTAIN from voting on such approval. This is a non-binding advisory matter, but the Board of Directors will consider the results of this vote in making future executive compensation decisions. The Board of Directors will consider this proposal as having been approved if a majority of votes cast are FOR the approval of the compensation of the named executive officers. Abstentions and broker non-votes will not be treated as votes cast for this proposal. Brokers are not permitted to vote your shares on this proposal in the absence of your specific instructions as to how to vote. Please provide your broker with voting instructions so that your vote can be counted.

The Ponce De Leon Foundation (the “Foundation”) is required by the terms of its governing documents to vote all shares held of Ponce Financial Group, Inc. (1,249,588) in the same proportion as shares are voted by the other stockholders. The Foundation is a private charitable foundation under Section 501(c)(3) of the Internal Revenue Code. The Foundation is intended to further Ponce Financial Group, Inc.’s and Ponce Bank’s commitment to charitable causes in our local communities.

Participants in the Ponce Bank Employee Stock Ownership Plan

If you participate in the Ponce Bank Employee Stock Ownership Plan (the “ESOP”), you will receive a Vote Authorization Form for the ESOP that reflects all of the shares you may direct the trustees to vote on your behalf under the ESOP. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the proportionate interest of shares of our common stock allocated or deemed allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary responsibilities, will vote all unallocated shares of our common stock held by the ESOP and allocated or deemed allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions, subject to a determination that such vote is in the best interest of ESOP participants. The deadline for returning your ESOP Vote Authorization Form is June 7, 2026 at 11:59 p.m. Eastern time. The telephone and Internet voting deadline for ESOP participants is also 11:59 p.m. Eastern time on June 7, 2026.

PROPOSAL I — ELECTION OF DIRECTORS

Our Board of Directors is currently comprised of seven members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Three directors have been nominated for election at the Annual Meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated Steven A. Tsavaris, James Perez and Marlene Cintron to serve as directors for three-year terms, in order to comply with the above referenced Bylaw provision. Each nominee is currently a director of Ponce Financial Group, Inc.

The following sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age

information is as of April 15, 2026, and number of years of service as a director includes service with Ponce Bank and Ponce Financial Group, Inc.'s predecessor entities.

With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Ponce Financial Group, Inc. currently is also a director of Ponce Bank.

Directors

The following table sets forth certain information with respect to current directors, based upon information furnished by each director.


				Director	Term
Name	Age	Position(s)	Independent	Since	Expires
Steven A. Tsavaris	76	Director and Executive Chairman of the Board	No	1990	2026
James Perez	53	Director	Yes	2022	2026
Marlene Cintron	75	Director	Yes	2026 (1)	2026
James C. Demetriou	79	Director	Yes	2009	2027
Nick R. Lugo	83	Director	Yes	1999	2027
Maria Alvarez	61	Director	Yes	2019	2028
Carlos P. Naudon	75	Director, President and Chief Executive Officer	No	2014	2028

(1) Ms. Cintron was appointed to the Board in March 2026. She was appointed following the death of William Feldman, who previously served as a director.

The following directors of Ponce Financial Group, Inc. have terms expiring in 2029:

Steven A. Tsavaris. Mr. Tsavaris, age 76, has served as a director since 1990. In 2013, Mr. Tsavaris became Chairman of the Board and Chief Executive Officer of Ponce De Leon Federal Bank (the predecessor of Ponce Bank). Mr. Tsavaris currently serves as Executive Chairman, a salaried officer, of Ponce Bank. Mr. Tsavaris is Chairman of the Board and Executive Chairman, a salaried officer, of Ponce Financial Group, Inc. Mr. Tsavaris joined Ponce De Leon Federal Bank as an Executive Vice President in 1995, became President in 1999, and was made Chief Executive Officer in 2011. Mr. Tsavaris is the Chairman of the Board of Directors of the Foundation. His prior banking experience includes service with the National Bank of North America and the Bank Services Division of Litton Industries. Mr. Tsavaris is a U.S Army veteran and a graduate of City College of New York. Mr. Tsavaris is an experienced real estate investor and an active member of various community and philanthropic organizations, including the Southern Boulevard Chamber of Commerce, New York City Area Policy Board (Chairman), SOBO Business Improvement District (Treasurer) and the Neighborhood S.H.O.P.P. Program. He served as a trustee of the Westchester Medical Center, a then affiliate of Columbia-Presbyterian Hospital and was chairman of its audit committee.

Qualifications: We believe that Mr. Tsavaris banking and real estate experience renders him qualified to serve as one of our directors. His lengthy leading role at Ponce Bank provides invaluable institutional and community perspectives. He brings reliable experience from prior service in cross border payments and international remittances.

James Perez. Mr. Perez, age 53, was appointed a director in March of 2022. He is a real estate developer and retail business owner in the New York/New Jersey community. Mr. Perez is the owner of three family shoe stores and a shoe wholesale company with several major brands known worldwide. Mr. Perez has had a banking relationship with Ponce Bank for over 32 years.

Qualifications: We believe that Mr. Perez’s real estate and small business experience qualifies him to serve as one of our directors. His executive role in a company that is actively engaged in digital marketing and Internet sales provides valuable insights into emerging markets.

Marlene Cintron. Ms. Cintron, age 75, has served as a director of Ponce Financial Group, Inc. since March 26, 2026 and a director of Ponce Bank since October 23, 2025. In 2021, Ms. Cintron was appointed by President Joseph R. Biden to serve as the U.S. Small Business Administration’s (SBA) Region 2 Administrator, overseeing New York, New Jersey, Puerto Rico, and the U.S. Virgin Islands. In that role, she championed efforts to expand small-business contracting, exporting, and access to technical assistance. She completed her federal service in January 2025. Previously, Ms. Cintron began her career working for notable public officials, including serving as New York Chief of Staff to Congressman Robert Garcia, Director of Latino Affairs for Mayor David Dinkins, and Director of the New York Office of Puerto Rican Affairs for Governor Pedro Rosselló. She also served as Executive Director of the New York State Senate

Puerto Rican and Latino Caucus, where she helped shape statewide policy affecting Latino communities. As the President of the Bronx Overall Economic Development Corporation (BOEDC) from 2011 to 2021, Ms. Cintron led a period of transformational growth for the Bronx alongside then Bronx Borough President Ruben Diaz Jr.

Qualifications: We believe Ms. Cintron’s expertise in economic development, public policy, and community-focused investment aligns perfectly with Ponce Bank’s mission. Her strong understanding of lending and SBA lending in particular will serve the board well. Her law degree from the Georgetown University Law Center, provides a strong foundation on legal principles, ethical standards and regulatory compliance.

The following directors of Ponce Financial Group, Inc. have terms expiring in 2028:

Maria Alvarez. Ms. Alvarez, age 61, has served as a director since 2019. Ms. Alvarez is a member of the Board of Directors of the Ponce DeLeon Foundation. Ms. Alvarez is and has been the Executive Director of the New York StateWide Senior Action Council, Inc. since 2010. Since 2008, Ms. Alvarez has also been the Executive Director of the Brooklyn-wide Interagency Council on Aging Educational Fund, Inc.

Qualifications: We believe that Ms. Alvarez’s extensive experience in public advocacy, funding of non-profit community services entities, marketing to target populations and governance renders her qualified to serve as one of our directors. Further, her current service as a Chief Executive Officer brings to our Board of Directors greater understanding of the respective roles and responsibilities of management and independent directors.

Carlos P. Naudon. Mr. Naudon, age 75, has served as a director since 2014. Mr. Naudon served as President and Chief Operating Officer of Ponce De Leon Federal Bank (the predecessor of Ponce Bank) beginning in 2015 and presently serves as President and Chief Executive Officer of Ponce Bank, N.A. Mr. Naudon is President and Chief Executive Officer of Ponce Financial Group, Inc. Mr. Naudon is a member of the Board of Directors of the Foundation. Prior to becoming President of Ponce De Leon Federal Bank, Mr. Naudon served as a consultant and regulatory counsel to Ponce De Leon Federal Bank. Mr. Naudon owns Banking Spectrum, Inc., now a banking publishing company, formerly a bank consulting company. Until 2015, Mr. Naudon was a partner in the law firm of Allister & Naudon. Both of the foregoing firms were established in 1984 to provide services to banking institutions. Mr. Naudon, a retired CPA, was Of Counsel to the law firm Cullen & Dykman from 2015 to 2019. Mr. Naudon has also previously served in many board positions at other companies, public and private. Before retiring from his consulting and law firms in 2015, Mr. Naudon was a frequent lecturer and speaker on banking issues, corporate governance, quality assurance and performance improvements. Mr. Naudon has current and previous service in various healthcare and community organizations and serves on the board of the Brooklyn Hospital Center of which he was the Chairman of the Board until 2018. Mr. Naudon is a member of the New York City Hispanic Chamber of Commerce and other professional associations. Mr. Naudon is a member of the boards and committees of various banking trade associations and regulatory advisory councils, including serving as Chairman of the Community Development Bankers Association, Past Chairman of the Minority Institutions Council of the Independent Community Bankers Association of America, member of the Community Banks Advisory Council of the Federal Reserve Bank of New York and, until it was dissolved, Chairman of the Community Bank Advisory Council of the Consumer Financial Protection Bureau. Mr. Naudon is a graduate of University of Maryland (BA), the University of Rochester (MBA) and Brooklyn Law School (JD).

Qualifications: We believe that Mr. Naudon’s experiences uniquely qualify him to serve as one of our directors. He has extensive experience, as a director and executive, with guiding companies post IPOs and mutual-to-stock conversions, such as we are undergoing. His long history in banking as regulatory counsel provides perspectives on regulatory trends and expectations. His deep experience in technology and core systems for banks provides incalculable value in guiding our technology plans and oversight of core vendors.

The following directors of Ponce Financial Group, Inc. have terms expiring in 2027:

James C. Demetriou. Mr. Demetriou, age 79, has served as a director since 2009. Mr. Demetriou is a member of the Board of Directors of the Foundation. Mr. Demetriou is the President and Chief Executive Officer of First Management Corp., a property management company located in Astoria, New York, established in 1985 and which has a portfolio of over 130 residential, cooperative, condominium and commercial buildings. Mr. Demetriou is also a partner in the accounting firm, J. Demetriou & Co., established in 1970. In addition, Mr. Demetriou has been a New York licensed real estate broker and sponsoring broker of Archway Realty, Inc., in Astoria, New York since 1985. Furthermore, Mr. Demetriou is the President and Founder of Foxx Capital Funding, Inc. a New York

licensed mortgage broker established in 1999. Mr. Demetriou has invested in certain real estate holdings and other investments with Mr. Tsavaris, among other persons.

Qualifications: We believe that Mr. Demetriou’s experience in the management of large rental residential buildings renders him qualified to serve as one of our directors, given our significant portfolio of mortgages of such buildings. His leading role in the accountancy of such buildings and of small businesses brings us direct knowledge and experience in interpreting financial statements.

Nick R. Lugo. Mr. Lugo, age 83, has served as a director since 1999 and serves as Vice Chairman of the Board of Directors of Ponce Financial Group, Inc. and Ponce Bank. Mr. Lugo is a member of the Board of Directors of the Foundation. Mr. Lugo is an investor in real estate properties located in the New York area and holds these investments in several limited liability companies. Mr. Lugo is also President of Nick Lugo Travel Corp., which he founded in 1980. In addition, Mr. Lugo is also the owner and publisher of LaVoz Hispana, a weekly newspaper. Mr. Lugo also founded in 2006 the New York City Hispanic Chamber of Commerce and serves as its Chairman and President. Mr. Lugo is a Director of the Southern Boulevard Business Improvement District.

Qualifications: We believe that Mr. Lugo’s experience in real estate and media renders him qualified to serve as one of our directors. His marketing acumen and community advocacy experience are reliable resources. His community stature is well recognized by elected officials and community leaders.

Executive Officers Who are Not Directors

Sergio J. Vaccaro, Mr. Vaccaro, age 50, was appointed Executive Vice President and Chief Financial Officer of Ponce Financial Group, Inc. and the Bank, effective June 1, 2022. Since 2013, Mr. Vaccaro held a variety of roles at HSBC‎, most recently as CFO of Private Bank Americas from 2015 to May 2022. Prior to this role, he held the following roles with HSBC: Head of Financial Planning and Analysis from 2016 to 2018 (dual role) and Deputy CFO of Private Bank from 2013 to 2015. Prior to his roles with HSBC, Mr. Vaccaro held senior roles at Morgan Stanley and Citigroup. He majored in Accounting at the University of Buenos Aires and has an MBA from Cornell University.

Luis Gerardo Gonzalez, Jr. Mr. Gonzalez, age 43, was appointed Executive Vice President and Chief Operating Officer of Ponce Financial Group, Inc. and the Bank, effective April 1, 2022. Mr. Gonzalez previously held a variety of roles at the Office of the Comptroller of the Currency (“OCC”)‎, including Team Leader / Supervisory National Bank Examiner, as well as Acting Assistant Deputy Comptroller. Mr. Gonzalez received his commission as a National Bank Examiner in 2012 and has over 15 years of experience with the OCC. He is a graduate of The University of Texas at El Paso.

Ioannis Kouzilos. Mr. Kouzilos, age 47, is currently the Executive Vice President, Chief Lending Officer of Ponce Financial Group, Inc. and the Bank. He joined the Bank in July, 2013 and has managed a number of departments, primarily focusing on asset quality, credit risk, asset recovery and lending operations. In March 2017 he assumed his current position, leading the Bank in business

SEC Form DEF 14A filed by Ponce Financial Group Inc.