Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders, scheduled to be held on June 11, 2026, are incorporated into Part III hereof.

Auditor Firm ID

686

Auditor Opinion

To the Shareholders, Board of Directors, and Audit Committee

Ponce Financial Group, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial condition of Ponce Financial Group, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2026, expressed an unqualified opinion thereon.

We also have audited the adjustments to the 2023 consolidated financial statements to retrospectively apply (i) the Company’s adoption of ASU 2023‑07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures as described in Note 1, and (ii) the adoption of ASU 2023‑09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, as described in Note 1 and presented in Note 10. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or perform any procedures with respect to the Company’s 2023 consolidated financial statements other than those related to the adjustments described above, and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinions.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses on Loans

Critical Audit Matter Description

As described in Notes 1 and 5 to the consolidated financial statements the Company’s allowance for credit losses on loans (“ACL”) was $25.4 million as of December 31, 2025. The ACL on loans is management’s estimate of expected credit losses over the expected life of the loans at the reporting date and is based on management’s ongoing review of all relevant information, from internal and external sources, related to past events, current conditions and reasonable forecast. Historical credit loss experience provides the basis for calculation of probability of default, loss given default, exposure at default and the estimation of expected credit losses. Adjustments to historical information are made for differences in specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in environmental conditions, that may not be reflected in historical loss rates.

We identified the ACL on loans as a critical audit matter. The principal considerations for our determination of the ACL on Loans as a critical audit matter includes the subjectivity and judgment in management’s determination of the estimate assumptions, specifically the determination of the qualitative factor adjustments to reflect current trends related to environmental conditions not captured within the quantitative models. This required a higher degree of judgment and subjectivity in applying audit procedures due to the higher degree of the nature and extent of audit effort needed to address the matter.

The primary procedures we performed to address this critical audit matter included:

•

We obtained an understanding of the Company’s model and process for determining the ACL, and evaluated the design and implementation and tested operating effectiveness of controls relating to the ACL, including:

o

Controls over the completeness and accuracy of data input into the model used to determine the ACL, and

o

Controls over management’s review and approval of the ACL, including management’s determination of qualitative factor adjustments applied within the qualitative framework to address risks related to environmental conditions not already incorporated within the model.

•

We evaluated management’s determination of qualitative adjustments related to environmental conditions, including comparing key factors to independent sources:

o

Evaluated and tested the data and inputs utilized within the ACL calculation for completeness and accuracy including mathematical accuracy of the calculation.

o

Evaluated the appropriateness and reasonableness of the qualitative factor adjustment framework, including management’s judgment as to the relevant assessed risks that impacted the qualitative adjustments related to environmental conditions.

o

Evaluated the reasonableness of assumptions related to the qualitative adjustments related to environmental conditions by analyzing relevant trends and evaluating the relationship of the trends to the qualitative adjustments applied to the ACL.

/s/ Forvis Mazars, LLP

We have served as the Company’s auditor since 2024.

New York, New York

March 12, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders, Board of Directors, and Audit Committee

Ponce Financial Group, Inc.

Opinion on the Internal Control Over Financial Reporting

We have audited Ponce Financial Group, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2025 and 2024, and for each of the two years in the period ended December 31, 2025, and our report dated March 12, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Forvis Mazars, LLP

New York, New York

March 12, 2026

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of

Directors of Ponce Financial Group, Inc.

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting for (i) the adoption of ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures described in Note 1, and (ii) the adoption of ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures as described in Note 1 and presented in Note 10, the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of Ponce Financial Group, Inc. (the “Company), for the year ended December 31, 2023, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting for (i) the adoption of ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures described in Note 1, and (ii) the adoption of ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures as described in Note 1 and presented in Note 10, present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting for (i) the adoption of ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures described in Note 1, and (ii) the adoption of ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures as described in Note 1 and presented in Note 10,, and accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments were audited by Forvis Mazars, LLP.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor from 2013 to 2024.

/s/ Mazars USA LLP

New York, New York

PCAOB ID 339

March 19, 2024

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

December 31, 2025 and 2024

(Dollars in thousands, except share data)


	December 31,
	2025			2024
ASSETS
Cash and cash equivalents:
Cash	$	28,511		$	35,478
Interest-bearing deposits		97,643			104,361
Total cash and cash equivalents		126,154			139,839
Available-for-sale securities, at fair value (Note 3)		92,196			104,970
Held-to-maturity securities, net of allowance for credit losses of $236 and $216 at December 31, 2025 and 2024, respectively; at amortized cost (fair value 2025 $268,875; 2024 $355,294) (Note 3)		272,982			367,938
Placements with banks		249			249
Mortgage loans held for sale, at fair value (Note 4)		3,388			10,736
Loans receivable, net of allowance for credit losses of $25,449 and $22,502 at December 31, 2025 and 2024, respectively (Note 5)		2,599,258			2,286,599
Accrued interest receivable		17,905			17,771
Premises and equipment, net (Note 6)		15,638			16,794
Right of use assets (Note 7)		27,583			29,093
Federal Home Loan Bank of New York (FHLBNY) stock, at cost		29,309			29,182
Federal Reserve Bank of New York (FRBNY) stock, at cost		10,698			—
Deferred tax assets (Note 10)		11,501			12,074
Other assets		17,109			24,693
Total assets	$	3,223,970		$	3,039,938
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits (Note 8)	$	2,046,635		$	1,895,213
Borrowings (Note 9)		596,100			596,100
Operating lease liabilities		29,353			30,696
Accrued interest payable		3,788			3,712
Other liabilities		6,545			8,717
Total liabilities		2,682,421			2,534,438
Commitments and contingencies (Note 13)
Stockholders' Equity:
Preferred stock, $0.01 par value; 100,000,000 shares authorized:
Series A, senior non-cumulative perpetual, $1,000 per share liquidation preference, 225,000 shares issued and outstanding as of December 31, 2025 and 2024		225,000			225,000
Common stock, $0.01 par value; 200,000,000 shares authorized; 24,886,711 shares issued at both December 31, 2025 and 2024; 24,135,926 and 23,961,214 shares outstanding as of December 31, 2025 and 2024, respectively		249			249
Treasury stock, at cost; 750,785 and 925,497 shares as of December 31, 2025 and 2024, respectively (Note 11)		(6,164	)		(7,707	)
Additional paid-in-capital		208,604			207,319
Retained earnings		135,332			107,754
Accumulated other comprehensive loss (Note 16)		(10,820	)		(15,297	)
Unearned Employee Stock Ownership Plan (ESOP); 1,168,244 and 1,301,988 shares as of December 31, 2025 and 2024, respectively (Note 11)		(10,652	)		(11,818	)
Total stockholders' equity		541,549			505,500
Total liabilities and stockholders' equity	$	3,223,970		$	3,039,938

The accompanying notes are an integral part of the consolidated financial statements.

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Operations

For the Years Ended December 31, 2025, 2024 and 2023

(Dollars in thousands, except share and per share data)


	For the Years Ended December 31,
	2025		2024			2023
Interest and dividend income:
Interest on loans receivable	$	162,512	$	130,512		$	95,805
Interest on deposits due from banks		4,662		8,666			4,973
Interest and dividend on securities and FHLBNY stock		18,351		23,459			25,089
Total interest and dividend income		185,525		162,637			125,867
Interest expense:
Interest on certificates of deposit		28,395		27,768			16,571
Interest on other deposits		36,714		30,924			18,570
Interest on borrowings		20,605		27,465			25,460
Total interest expense		85,714		86,157			60,601
Net interest income		99,811		76,480			65,266
Provision for credit losses (Note 3) (Note 5)		3,783		551			3,284
Net interest income after provision for credit losses		96,028		75,929			61,982
Non-interest income:
Service charges and fees		2,117		1,973			1,986
Brokerage commissions		35		61			80
Late and prepayment charges		2,785		1,180			2,365
Income on sale of mortgage loans		622		1,048			598
Income on sale of SBA loans		404		148			—
Grant income		1,285		—			4,156
Other		2,164		2,803			1,038
Total non-interest income		9,412		7,213			10,223
Non-interest expense:
Compensation and benefits		31,388		30,910			30,699
Occupancy and equipment		15,787		14,880			14,568
Data processing expenses		4,859		4,382			5,083
Direct loan expenses		900		2,555			1,623
Insurance and surety bond premiums		1,254		1,101			1,018
Office supplies, telephone and postage		700		998			1,483
Professional fees		5,532		6,146			7,092
Microloans recoveries		—		(201	)		(1,481	)
Marketing and promotional expenses		627		714			825
Federal deposit insurance and regulatory assessments		1,370		1,627			1,472
Other operating expenses		4,592		4,345			3,970
Total non-interest expense		67,009		67,457			66,352
Income before income taxes		38,431		15,685			5,853
Provision for income taxes (Note 10)		9,728		4,713			2,501
Net income	$	28,703	$	10,972		$	3,352
Dividends on preferred shares		1,125		638			—
Net income available to common stockholders	$	27,578	$	10,334		$	3,352
Earnings per share: (Note 12)
Basic	$	1.21	$	0.46		$	0.15
Diluted	$	1.20	$	0.46		$	0.15
Weighted average shares outstanding: (Note 12)
Basic		22,746,226		22,434,654			22,745,317
Diluted		23,060,669		22,551,715			22,822,313

The accompanying notes are an integral part of the consolidated financial statements.

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025, 2024 and 2023

(in thousands)


	For the Years Ended December 31,
	2025			2024			2023

Net income	$	28,703		$	10,972		$	3,352
Net change in unrealized gains on securities:
Unrealized gain		5,684			441			2,758
Income tax effect		(1,207	)		(89	)		(547	)
Total other comprehensive income, net of tax		4,477			352			2,211
Total comprehensive income		33,180			11,324			5,563
Less: Dividends on preferred shares		1,125			638			—
Total comprehensive income available to common stockholders	$	32,055		$	10,686		$	5,563

The accompanying notes are an integral part of the consolidated financial statements.

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

For the Years Ended December 31, 2025, 2024 and 2023

(Dollars in thousands, except share data)


																						Unearned
																			Accumulated			Employee
										Treasury			Additional						Other			Stock
	Preferred Stock				Common Stock					Stock,			Paid-in			Retained			Comprehensive			Ownership
	Shares		Amount		Shares			Amount		At Cost			Capital			Earnings			Income (Loss)			Plan (ESOP)			Total
Balance, December 31, 2022		225,000	$	225,000		24,859,353		$	249	$	(2	)	$	206,508		$	92,955		$	(17,860	)	$	(14,150	)	$	492,700
Net income		—		—		—			—		—			—			3,352			—			—			3,352
Other comprehensive income, net of tax		—		—		—			—		—			—			—			2,211			—			2,211
Impact of CECL adoption, net of tax		—		—		—			—		—			—			1,113			—			—			1,113
Repurchases of common stock		—		—		(1,235,000	)		—		(11,009	)		—			—			—			—			(11,009	)
Release of restricted stock units		—		—		161,167			—		1,264			(1,264	)		—			—			—			—
ESOP shares committed to be released (133,744 shares)		—		—		—			—		—			(24	)		—			—			1,166			1,142
Share-based compensation		—		—		—			—		—			1,886			—			—			—			1,886
Balance, December 31, 2023		225,000	$	225,000		23,785,520		$	249	$	(9,747	)	$	207,106		$	97,420		$	(15,649	)	$	(12,984	)	$	491,395
Net income		—		—		—			—		—			—			10,972			—			—			10,972
Preferred stock dividend		—		—		—			—		—			—			(638	)		—			—			(638	)
Other comprehensive income, net of tax		—		—		—			—		—			—			—			352			—			352
Release of restricted stock units		—		—		175,694			—		2,123			(2,123	)		—			—			—			—
Federal taxes related to common stock purchased in 2023		—		—		—			—		(83	)		—			—			—			—			(83	)
ESOP shares committed to be released (133,744 shares)		—		—		—			—		—			262			—			—			1,166			1,428
Share-based compensation		—		—		—			—		—			2,074			—			—			—			2,074
Balance, December 31, 2024		225,000	$	225,000		23,961,214		$	249	$	(7,707	)	$	207,319		$	107,754		$	(15,297	)	$	(11,818	)	$	505,500
Net income		—		—		—			—		—			—			28,703			—			—			28,703
Preferred stock dividend		—		—		—			—		—			—			(1,125	)		—			—			(1,125	)
Other comprehensive income, net of tax		—		—		—			—		—			—			—			4,477			—			4,477
Release of restricted stock units		—		—		155,458			—		1,385			(1,385	)		—			—			—			—
Exercise of stock options		—		—		19,254			—		158			(16	)		—			—			—			142
ESOP shares committed to be released (133,744 shares)		—		—		—			—		—			758			—			—			1,166			1,924
Share-based compensation		—		—		—			—		—			1,928			—			—			—			1,928
Balance, December 31, 2025		225,000	$	225,000		24,135,926		$	249	$	(6,164	)	$	208,604		$	135,332		$	(10,820	)	$	(10,652	)	$	541,549

The accompanying notes are an integral part of the consolidated financial statements.

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025, 2024 and 2023

(in thousands)


	For the Years Ended December 31,
	2025			2024			2023
Cash Flows From Operating Activities:
Net income	$	28,703		$	10,972		$	3,352
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of premiums/discounts on securities, net		(56	)		(121	)		(118	)
Gain on sale of loans		(1,026	)		(1,201	)		(558	)
Microloans (recoveries) write-off		—			(201	)		(1,481	)
Provision for credit losses		3,783			1,334			973
Depreciation and amortization		4,818			4,737			4,526
ESOP compensation expense		2,226			1,474			1,142
Share-based compensation expense		1,928			2,074			1,886
Deferred income taxes (benefit)		(634	)		2,169			1,258
Changes in assets and liabilities:
Decrease (increase) in mortgage loans held for sale, at fair value		12,611			292			(7,403	)
(Increase) decrease in accrued interest receivable		(134	)		239			(2,961	)
Decrease (increase) in other assets		7,584			30			(10,735	)
(Decrease) increase in accrued interest payable		76			(8,253	)		10,575
Decrease in operating lease liabilities		(2,690	)		(2,565	)		(2,421	)
Net (decrease) increase in other liabilities		(1,595	)		(3,768	)		8,458
Net cash provided by operating activities		55,594			7,212			6,493
Cash Flows From Investing Activities:
Net (purchase) redemption of FHLBNY Stock		(127	)		(9,791	)		5,273
Purchase of FRBNY stock		(10,698	)		—			—
Proceeds from maturities, calls and principal repayments on securities		113,450			109,486			60,954
Placements with banks		—			—			1,245
Proceeds from sales of loans		7,812			2,569			2,779
Net increase in loans		(329,177	)		(388,488	)		(402,748	)
Purchase of loans		—			(5,956	)		—
Purchases of premises and equipment		(978	)		(2,718	)		(411	)
Net cash used in investing activities		(219,718	)		(294,898	)		(332,908	)
Cash Flows From Financing Activities:
Net increase in deposits		151,422			377,244			255,208
Stock options exercised		142			—			—
Repurchase of treasury stock		—			—			(11,009	)
Dividends paid on preferred stock		(1,125	)		(588	)		—
Net (repayments) proceeds from borrowings		—			(88,321	)		167,046
Net cash provided by financing activities		150,439			288,335			411,245
Net decrease (increase) in cash and cash equivalents		(13,685	)		649			84,830
Cash and Cash Equivalents:
Beginning		139,839			139,190			54,360
Ending	$	126,154		$	139,839		$	139,190
Supplemental Disclosures:
Cash paid during the year:
Interest	$	85,638		$	94,410		$	50,026
Income taxes	$	8,455		$	2,184		$	1,006
Supplemental Disclosures of Noncash Investing Activities:
Loans receivable		(4,641	)		824			4,100

The accompanying notes are an integral part of the consolidated financial statements.

Note 1. Nature of Business and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation:

Ponce Financial Group, Inc. (hereafter referred to as “we,” “our,” “us,” “Ponce Financial Group, Inc.,” or the “Company”) is a financial holding company and the holding company of Ponce Bank, National Association. (“Ponce Bank” or the “Bank”), a national bank. The Company’s Consolidated Financial Statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary Ponce Bank. All significant intercompany transactions and balances have been eliminated in consolidation.

Nature of Operations:

The Company’s business is conducted through the administrative office and 13 full service banking offices, 2 mortgage loan offices, 1 ATM only location and a representative office. The banking offices and an ATM only location are located in New York City – the Bronx (4 branches), Queens (3 branches), Brooklyn (3 branches), Manhattan (2 branches) and Union City (1 branch), New Jersey. The mortgage loan offices are located in Queens (1) and Bergenfield (1), New Jersey. The Company has a representative office in Coral Gables, Florida. On September 16, 2025, the Company opened a full service banking office in Inwood, New York. The Company’s primary market area currently consists of the New York City metropolitan area.

Ponce Bank is a national bank headquartered in the Bronx, New York. Ponce Bank was originally chartered in 1960 as a federally-chartered mutual savings and loan association under the name Ponce De Leon Federal Savings and Loan Association. In 1985, the Bank changed its name to “Ponce De Leon Federal Savings Bank.” In 1997, the Bank changed its name again to “Ponce De Leon Federal Bank.” In 2017, the Bank adopted the name Ponce Bank and assets and liabilities of Ponce De Leon Federal Bank were transferred to and assumed by the Bank. Effective October 10, 2025, the Bank converted from a federally chartered stock savings association to a national bank and commenced operations under the current name, Ponce Bank, National Association.

The Bank’s business primarily consists of taking deposits from the general public and investing those deposits, together with funds generated from operations and borrowings, in mortgage loans, consisting of one-to-four family residential (both investor-owned and owner-occupied), multifamily residential, nonresidential properties and construction and land, and, to a lesser extent, in business and consumer loans. The Bank also invests in securities, which have historically consisted of U.S. government and federal agency securities and securities issued by government-sponsored or owned enterprises, mortgage-backed securities, Federal Home Loan Bank of New York (the “FHLBNY”) stock and Federal Reserve Bank of New York (the "FRBNY") stock. The Bank offers a variety of deposit accounts, including demand, NOW/IOLA, savings, money markets, reciprocal deposits and certificates of deposit accounts.

Risks and Uncertainties:

Inflation and interest rates may continue to adversely impact several industries within our geographic footprint and impair the ability of the Company’s customers to fulfill their contractual obligations to the Company. This could cause the Company to experience adverse effects on its business operations, loan portfolio, financial condition, and results of operations. During the year ended December 31, 2025, total interest expenses decreased $0.4 million, or 0.5%, to $85.7 million when compared to $86.2 million for the year ended December 31, 2024.

Summary of Significant Accounting Policies:

Use of Estimates: In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date of the consolidated statement of financial condition, and revenues and expenses for the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, the valuation of loans held for sale, the valuation of deferred tax assets and investment securities and the estimates relating to the valuation for share-based awards.

Significant Group Concentrations of Credit Risk: Most of the Bank's activities are with customers located within New York City. Accordingly, the ultimate collectability of a substantial portion of the Bank's loan portfolio and the ability of the Bank to sell originated loans in the secondary markets are susceptible to changes in the local market conditions. Note 3 discusses the types of securities in which the Bank invests. Notes 5 and 13 discuss the types of lending that the Bank engages in, and other concentrations.

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and amounts due from banks (including items in process of clearing). For purposes of reporting cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. Cash flows from loans originated by the Company, interest-bearing deposits in financial institutions, and deposits are reported net. Included in cash and cash equivalents are restricted cash from escrows and good faith deposits. Good faith deposits consist of deposits received from commercial loan customers for use in various disbursements relating to the closing of a commercial loan.

Securities: Management determines the appropriate classification of securities at the date individual investment securities are acquired, and the appropriateness of such classification is reassessed at each statement of financial condition date.

Debt securities that management has the positive intent and ability to hold to maturity are classified as "held-to-maturity" and recorded at amortized cost. Trading securities, if any, are carried at fair value, with unrealized gains and losses recognized in earnings. Securities not classified as held-to-maturity or trading, are classified as "available-for-sale" and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income, net of tax. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

Held-to maturity securities: The Company methodology to measure the ACL incorporates both quantitative and qualitative information to assess lifetime expected credit losses at the portfolio level. The quantitative component includes the calculation of loss rates using an open pool method. The Company differentiates its loss-rate method for a pool of held-to-maturity corporate securities by looking to publicly available historical default and recovery statistics based on the attributes of issuer type, rating category and time to maturity. The Company measures expected credit losses of these financial assets by applying loss rates to the amortized cost basis of each asset taking into consideration amortization, prepayment and default assumptions.

The Company considers qualitative adjustments to expected credit losses for information not already captured in the loss estimation process. Qualitative factor adjustments may increase or decrease management's estimate of expected credit losses. Adjustments will not be made for information that has already been considered and included in the quantitative allowance.

Available-for-sale securities: The impairment model for available-for-sale ("AFS") debt securities differs from the CECL approach utilized by held-to-maturity ("HTM") debt securities since AFS debt securities are measured at fair value rather than amortized cost. For AFS debt securities in an unrealized loss position, the Bank first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income.

On a quarterly basis, the Company evaluates the available-for-sale securities for impairment. Securities that are in an unrealized loss position are reviewed to determine if a securities credit loss exists based on certain quantitative and qualitative factors. The primary factors considered in evaluating whether an impairment exists include: (a) the extent to which the fair value is less than the amortized cost basis, (b) the financial condition, credit rating and future prospects of the issuer, (c) whether the debtor is current on contractually obligated interest and principal payments, and (d) whether the Company intends to sell the security and whether it is more likely than not the Company will not be required to sell the security.

If a determination is made that a security is impaired, the Company will estimate the amount of the unrealized loss that is attributable to credit and all other non-credit related factors. The credit related component will be recognized as a securities credit loss as a provision expense through the establishment of an allowance for available for sale securities. The securities credit loss expense will be limited to the difference between the security's amortized cost basis and fair value and any future changes may be reversed, limited to the amount previously expensed in the period they occur. The non-credit related component will be recorded as an adjustment to accumulated other comprehensive income, net of tax.

The evaluation of securities for impairment is a quantitative and qualitative process, which is subject to risks and uncertainties and is intended to determine whether declines in the estimated fair value of investments should be recognized in current period earnings. The risks and uncertainties include change in general economic conditions, the issuer's financial condition and/or future prospects, the effects

of changes in interest rates or credit spreads, and the expected recovery period. See Note 3 ("Securities") of the Notes to the Consolidated Financial Statements.

FHLBNY and FRBNY Stocks: The Bank is a member of both the FHLBNY and FRBNY. Members of the FHLBNY are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. Members of the FRBNY are required to own a certain amount of stock based on a percentage of their combined capital and surplus. Both FHLBNY and FRBNY stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Loans Receivable: Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at current unpaid principal balances, net of the ACL on loans and including net deferred loan origination fees and costs.

Interest income is accrued based on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the interest method without anticipating prepayments.

A loan is moved to nonaccrual status in accordance with the Company’s policy typically after 90 days of non-payment. The accrual of interest on mortgage and commercial loans is generally discontinued at the time the loan becomes 90 days past due unless the loan is well-secured and in process of collection. Consumer loans are typically charged-off no later than 90 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged-off if collection of principal or interest is considered doubtful. All nonaccrual loans are considered impaired loans.

All interest accrued but not received for loans placed on nonaccrual are reversed against interest income. Interest received on such loans is accounted for on the cash basis or recorded against principal balances, until qualifying for return to accrual. Cash basis interest recognition is only applied on nonaccrual loans with a sufficient collateral margin to ensure no doubt with respect to the collectability of principal. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and remain current for a period of time (typically six months) and future payments are reasonably assured. Accrued interest receivable is closely monitored for collectability and will be charged-off in a timely manner if deemed uncollectable. In the event that collection of principal becomes uncertain, the Company has policies in place to write-off accrued interest receivable by reversing interest income in a timely manner. Therefore, the Company has made a policy election to exclude accrued interest from the amortized cost basis and therefore excludes it from the measurement of the ACL.

Allowance for Credit Losses: The ACL on loans is management's estimate of expected credit losses over the expected life of the loans at the reporting date. The ACL on loans is increased through a provision for credit losses (“PCL”) recognized in the Consolidated Statements of Operations and by recoveries of amounts previously charged off. The ACL on loans is reduced by charge-offs on loans. Loan charge-offs are recognized when Management believes the collectability of the principal balance outstanding is unlikely. Full or partial charge-offs on collateral-dependent individually analyzed loans are generally recognized when the collateral is deemed to be insufficient to support the carrying value of the loan.

According to ASC 326-20-30-9, estimating expected credit losses is highly judgmental and generally will require the Bank to make specific judgments. One of these specific judgments around how the Bank will make or obtain reasonable and supportable forecasts of expected credit losses. The Bank uses the Federal Open Market Committee to obtain various forecasts for unemployment rate, national gross domestic product and the National Consumer Price Index. The Bank has elected to forecast the first four quarters of the credit loss estimate and revert to a long-run average of each considered economic factor as permitted in ASC 326-20-30-9.

The level of the ACL on loans is based on Management's ongoing review of all relevant information, from internal and external sources, related to past events, current conditions and reasonable forecast. Historical credit loss experience provides the basis for calculation of probability of default, loss given default, exposure at default and the estimation of expected credit losses. As discussed further below, adjustments to historical information are made for differences in specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in environmental conditions, that may not be reflected in historical loss rates.

Management employs a process and methodology to estimate the ACL on loans that evaluates both quantitative and qualitative factors. Under ASC 326-20-30-2 and 326-20-55-5, the Bank should aggregate financial assets on the basis of similar risk characteristics. Management selected a Call Code segmentation, as based on the Bank's call report. Management’s criteria for determining an appropriate segmentation (1) groups loans based on similar risk characteristics; (2) allows for mapping and utilization/application of publicly available external information (Call Report Filings); (3) allows for mapping and utilization/application of publicly available external information; (4) federal call code is granular enough to accommodate enough to accommodate a “like-kind” notion, yet broad enough

to maintain statistical relevance and/or a meaningful number of loan observations within material segments and (5) federal call code designation is identifiable throughout historical data sets, which is critical component of segmentation selection.

Quantitative loss factors are also supplemented by certain qualitative risk factors reflecting Management's view of how losses may vary from those represented by quantitative loss rates. These qualitative risk factors include: (1) changes in lending policies, procedures and strategies including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses; (2) economic conditions such as the Bank’s market area, customer demographics, portfolio composition, along with national indicators considered impactful to the model; (3) changes in the nature and volume of the portfolio; (4) credit and lending staff/administration; (5) problem with loan trends; (6) concentrations; (7) loan review results; (8) collateral values and (9) regulatory and business environment.

Because the methodology is based upon historical experience and trends, current economic data, reasonable and supportable forecasts, as well as Management's judgment, factors may arise that result in different estimations. Deteriorating conditions or assumptions could lead to further increases in the ACL on loans. The ACL on loans is determined by an estimate of future credit losses, and ultimate losses may vary from Management's estimate.

Allowances for Credit Losses on Unfunded Commitments: The ACL on unfunded commitments is Management's estimate of expected credit losses over the expected contractual term (or life) in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditional cancellable by the Company. For each portfolio, estimated loss rates and funding factors are applied to the corresponding balance of unfunded commitments and the estimated loss rates applied to unfunded commitments are the same quantitative and qualitative loss rates applied to the corresponding on-balance sheet amounts in determining the ACL on loans. The estimated funding factor applied to unfunded commitments is used to project future average funding and is based upon the Company's average historical utilization rate for each portfolio.

The ACL on unfunded commitments is included in other liabilities in the Consolidated Statements of Financial Conditions. The ACL on unfunded commitments is adjusted through provision for credit losses in the Consolidated Statements of Operations.

Loans Held for Sale, at Fair Value: Loans held for sale, at fair value, include residential mortgages that were originated in accordance with secondary market pricing and underwriting standards. These loans are loans originated by the Bank and the Company intends to sell these loans on the secondary market. Loans held for sale are carried at fair value under the fair value option accounting guidance for financial assets and financial liabilities. The gains or losses for the changes in fair value of these loans are included in income on sale of loans on the consolidated statements of operations. Interest income on mortgage loans held for sale measured under the fair value option is calculated based on the principal amount of the loan and is included in interest loans receivable on the consolidated statements of operations. Note 4 contains details regarding mortgage loans held for sale at fair value.

Revenue from Contracts with Customers: The Company’s revenue from contracts with customers in the scope of ASC 606, Revenue from Contract with Customers, is recognized within noninterest income. ASC 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Management determined the revenue streams impacted by ASC 606 included those related to service charges on deposit accounts, ATM and card fees and other services fees. The Company's primary sources of revenue are interest income on financial assets and income from mortgage banking activities, which are explicitly excluded from the scope of ASC 606.

Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when all of the components meet the definition of a participating interest and when control over the assets has been surrendered. A participating interest generally represents (1) a proportionate (pro rata) ownership interest in an entire financial asset, (2) a relationship where from the date of transfer all cash flows received from the entire financial asset are divided proportionately among the participating interest holders in an amount equal to their share of ownership, (3) the priority of cash flows has certain characteristics, including no reduction in priority, subordination of interest, or recourse to the transferor other than standard representation or warranties, and (4) no party has the right to pledge or exchange the entire financial asset unless all participating interest holders agree to pledge or exchange the entire financial asset. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through either (a) an agreement to repurchase them before their maturity or (b) the ability to unilaterally cause the holder to return specific assets, other than through a clean-up call.

Premises and Equipment: Premises include the cost of land and buildings actually owned and occupied (or to be occupied) by the Bank, its branches, or consolidated subsidiaries. Equipment includes all movable furniture, fixtures, and equipment, including automobiles

and other vehicles of the Bank, its branches and consolidated subsidiaries. Premises and equipment are stated at cost, less accumulated depreciation.

Depreciation is the concept of allocating the cost of fixed assets over their estimated useful lives. Depreciation is computed and charged to operations using the straight-line method over the estimated useful lives of the respective assets as follows:


	Years
Building		39
Building improvements	15 - 39
Furniture, fixtures and equipment	3 - 10

Leasehold improvements are amortized over the shorter of the improvements’ estimated economic lives or the related lease terms, including extensions expected to be exercised. Gains and losses on dispositions are recognized upon realization. Maintenance and repairs are expensed as incurred and improvements are capitalized. Leasehold improvements in process are not amortized until the assets are placed in operation.

Impairment of Long-Lived Assets: Long-lived assets, including premises and leasehold improvements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to noninterest expense.

Leases: The Company leases office space and certain equipment under non-cancellable operating lease agreements and determines if an arrangement is a lease at inception. The Company does not currently have any financing lease arrangements.

Right of use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right of use assets are recognized on the commencement date based on the present value of lease payments over the lease term adjusted for initial direct costs, if any, and lease incentives received or deemed probable of being received. The Company uses the rate implicit in the lease if it is readily determinable or otherwise the Company uses its incremental borrowing rate. The implicit rates of Company leases are not readily determinable and accordingly, the Company uses its incremental borrowing rate based on the information available at the commencement date for all leases. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms and in a similar economic environment. The Company uses its FHLBNY borrowing rate based on the information available on the commencement date plus a spread of 2.50% in determining the present value of lease payments.

Lease expense is recognized on a straight-line basis over the lease term and is included in “Occupancy and equipment” in the Consolidated Statement of Operations. Some of the Company’s lease agreements include rental payments adjusted periodically for inflation which are accounted for as variable lease amounts but are not reflected as a component of the Company’s lease liability. Certain leases also require the Company to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises or equipment which are also not reflected as a component of the Company’s lease liability.

Other Real Estate Owned: Other Real Estate Owned (“OREO”) represents properties acquired through, or in lieu of, loan foreclosure or other proceedings. OREO is initially recorded at fair value, less estimated disposal costs, at the date of foreclosure, which establishes a new cost basis. After foreclosure, the properties are held for sale and are carried at the lower of cost or fair value, less estimated costs of disposal. Any write-down to fair value, at the time of transfer to OREO, is charged to the allowance for credit losses.

Properties are evaluated regularly to ensure that the recorded amounts are supported by current fair values and charges against earnings are recorded as necessary to reduce the carrying amount to fair value, less estimated costs to dispose. Costs relating to the development and improvement of the property are capitalized, subject to the limit of fair value of the OREO, while costs relating to holding the property are expensed. Gains or losses are included in operations upon disposal.

Income Taxes: The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income, in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that all or some portion of the deferred tax assets will not be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Interest and penalties associated with unrecognized tax benefits, if any, would be classified as additional provision for income taxes in the consolidated statements of operations.

Related Party Transactions: Directors and officers of the Company and their affiliates have been customers of and have had transactions with the Company, and it is expected that such persons will continue to have such transactions in the future. In the opinion of management, the transactions with related parties did not involve more than normal risk of collectability, nor favored treatment or terms, nor present other unfavorable features. Note 18 contains details regarding related party transactions.

Employee Benefit Plans: The Company maintains a KSOP, an Employee Stock Ownership Plan with 401(k) provisions incorporated, a Long-Term Incentive Plan that includes grants of restricted stock units and stock options, and a Supplemental Executive Retirement Plan (the “SERP”).

KSOP, the Employee Stock Ownership Plan with 401(k) Provisions: Compensation expense is recorded as shares are committed to be released with a corresponding credit to unearned KSOP equity account at the average fair market value of the shares during the period and the shares become outstanding for earnings per share computations. Compensation expense is recognized ratably over the service period based upon management’s estimate of the number of shares expected to be allocated by the KSOP. The difference between the average fair market value and the cost of the shares allocated by the KSOP is recorded as an adjustment to additional paid-in-capital. Unallocated common shares held by the Company’s KSOP are shown as a reduction in stockholders’ equity and are excluded from weighted-average common shares outstanding for both basic and diluted earnings per share calculations until they are committed to be released. The 401(k) provisions provide for elective employee/participant deferrals of income. Discretionary matching, profit-sharing, and safe harbor contributions, not to exceed 4% of employee compensation and profit-sharing contributions may be provided.

Stock Options: The Company recognizes the value of shared-based payment transactions as compensation costs in the financial statements, based on the fair value of the awards. over the period that an employee provides service in exchange for the award. The fair value of the share-based payments for stock options is estimated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as they occur during the period.

Restricted Stock Units: The Company recognizes compensation cost related to restricted stock units based on the market price of the stock units at the grant date over the vesting period. The product of the number of units granted and the grant date market price of the Company’s common stock determines the fair value of restricted stock units. The Company recognizes compensation expense for the fair value of the restricted stock units on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur during the period.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income, which are both recognized as separate components of stockholder’s equity. Other comprehensive income includes unrealized gains on securities available-for-sale.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are any such matters that will have a material effect on the operations and financial position of the Company.

Fair Value of Financial Instruments: Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 14. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect these estimates.

Segment Reporting: Effective December 31, 2024, the Company adopted Accounting Standards Update ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment and one reportable segment.

Loan Commitments and Related Financial Instruments: Financial instruments include off‑balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Earnings (Loss) per Share (“EPS”): Basic EPS represents net income (loss) attributable to common shareholders divided by the basic weighted average common shares outstanding. Diluted EPS is computed by dividing net income (loss) attributable to common shareholders by the basic weighted average common shares outstanding, plus the effect of potential dilutive common stock equivalents outstanding during the period. Basic weighted common shares outstanding is weighted average common shares outstanding less weighted average unallocated ESOP shares.

Treasury Stock: Shares repurchased under the Company’s share repurchase programs were purchased in open-market transactions and are held as treasury stock. The Company accounts for treasury stock under the cost method and includes treasury stock as a component of stockholders’ equity.

CDFI Financial Assistance Award: On February 6, 2025, the Bank received a $1.3 million grant from the Treasury as part of the CDFI Financial Assistance Award Program. This award is given to CDFIs to support their operations and expand services in economically distressed communities.

Banking Development District: The Ponce Bank Westchester Avenue Branch located at 2244 Westchester Avenue in the Castle Hill area of the Bronx was approved as a Banking Development District ("BDD"). New York State’s BDD Program, administered by the Department of Financial Services ("DFS"), supports the establishment of bank and credit union branches in areas across New York State where there is a demonstrated need for banking services. To encourage participation, approved BDD branches receive access to subsidized and market rate deposits from New York State. On July 30, 2024, Ponce Bank received total program deposits of $35.0 million. On June 24, 2025, the Bank received an additional $10.0 million from the New York City DFS resulting in a total BDD Program deposit of $45.0 million.

Derivative Financial Instruments: From time to time the company enters into interest rate swaps, a type of derivative instrument, to protect against the risk of adverse price or interest rate movements on the value of certain assets and liabilities and on future cash flows. The interest rate swaps involve future commitments to exchange interest payment streams with a counterparty based on a notional or contractual amount. All derivative instruments, including interest rate swaps, are subject to counterparty credit risk due to the possibility that the Company will incur a loss because a counterparty fails to meet its contractual obligations. Interest rates swap contracts may be executed only with financial institutions approved by the Company’s Board of Directors.

If certain conditions are met, a derivative may be designated as a hedge related to fair value, cash flow, or foreign exposure risk. The recognition of changes in the fair value of a derivative instrument varies depending on the intended use of the derivative and the resulting designation. The Company accounts for hedges of customer loans as fair value hedges. The change in fair value of the hedging derivative and the change in fair value of the hedged exposure are recorded in non-interest expense in the Consolidated Statements of Operations. Any hedge ineffectiveness is also reflected in non-interest expense in the Consolidated Statements of Operations. The Company formally documents any relationships between hedging instruments and hedged items and the risk management objective and strategy for undertaking each hedged transaction. All derivative instruments are reported at fair value netted with the respective hedged assets/liabilities in the Consolidated Statements of Financial Condition. As of January 1, 2025, the Company did not have any derivative financial instruments.

Reclassification of Prior Year Presentation: Certain prior periods amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on net income or comprehensive income. Refer to the Consolidated Statements of Financial Condition at December 31, 2024, Consolidated Statements of Operations for the Year Ended December 31, 2024, and deposits (Note 8) for details on the reclassification.

Recent Accounting Pronouncements Adopted in 2025:

In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)."The amendment to this update addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this update are effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

Recent Accounting Pronouncements Not Yet Adopted:

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40)." The amendments improve the disclosures about a public business entity's expenses and address requests from investors for more detail information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly present expense captions (such as costs of sales and research and development). The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact these changes may have on our consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40)." The amendment in this update amends the effective date of Update 2024-03 to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. We are currently evaluating the impact these changes may have on our consolidated financial statements.

In November 2025. the FASB issued ASU 2025-08, "Accounting for Purchased Loans" (Topic 326)." The amendment in this update amends the effective date of Update 2025-08 to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods. Early adoption of Update 2025-08 is permitted.

In December 2025. the FASB issued ASU 2025-10, "Accounting for Government Grants Received by Business Entities" (Topic 832)." The amendment in this update amends the effective date of Update 2025-10 to adopt the guidance in annual reporting periods beginning after December 15, 2028, and interim periods within annual reporting periods. Early adoption of Update 2025-10 is permitted.

Note 2. Preferred Stock

On June 7, 2022 (the “Original Closing Date”), the Company issued 225,000 shares of the Company’s Preferred Stock‎, par value $0.01 (the “Preferred Stock”) for an aggregate purchase price equal to $225,000,000 in cash to the Treasury, pursuant to the Treasury’s ECIP. Under the ECIP, Treasury provided investment capital directly to depository institutions that are CDFIs or MDIs or their holding companies, to provide loans, grants, and forbearance for small businesses, minority-owned businesses, and consumers, in low-income and underserved communities. No dividends accrued or were due for the first two years after issuance. For years three through ten, depending upon the level of qualified and/or deep impact lending made in targeted communities, as defined in the ECIP guidelines, dividends will be at an annual rate of either 2.0%, 1.25% or 0.5% and, thereafter, will be fixed at one of the foregoing rates. If we are unable to make qualified and/or deep impact loans at required levels, we will be required to pay dividends at the higher annual rates. Additionally, we may make qualified and/or deep impact loans that are riskier than we otherwise would in an effort to meet the lending requirements for the lower dividend rates and/or to qualify for the purchase option under the Repurchase Agreement (as described below).

Holders of Preferred Stock generally do not have any voting rights, with the exception of voting rights on certain matters as outlined in the Certificate of Designations. The Treasury is the holder of the Preferred Stock and a governmental entity, and the Treasury may hold interests that are different from a private investor in exercising its voting and other rights. In the event of a liquidation, dissolution or winding up of the Company, the Preferred Stock will be entitled to a liquidation preference, subject to certain limitations, in the amount of the sum of $1,000 per share plus declared and unpaid dividends (without accumulation of undeclared dividends) on each share.

As a participant in the ECIP, the Company must comply with certain operating requirements. Specifically, the Company must adopt the Treasury's standards for executive compensation and luxury expenses for the period during which the Treasury holds equity issued under the ECIP. These restrictions may make it difficult to adequately compensate our management team, which could impact our ability to retain qualified management. Additionally, under the ECIP regulations, the Company cannot pay dividends or repurchase its common stock unless it meets certain income-based tests and has paid the required dividends on the Preferred Stock. In June 2024, the Company

began paying dividends on its Preferred Stock, which dividends were $1.1 million and $0.6 million for the years ended December 31, 2025 and 2024, respectively.

On December 20, 2024, the Company entered into an ECIP Securities Purchase Option Agreement (the “Repurchase Agreement”) with Treasury. Pursuant to the Repurchase Agreement, Treasury has granted the Company an option to purchase all of the Preferred Stock during the Option Period, which is the first fifteen years following the Original Closing Date. The purchase price for the Preferred Stock pursuant to the purchase option is determined based on a formula equal to the present value of the Preferred Stock, calculated as set forth in the Repurchase Agreement, together with any accrued and unpaid dividends thereon, as of the closing date. Subject to variations in interest rates and the equity risk premium, which are components included in the purchase price calculation, the Company presently expects that the purchase price will be at a substantial discount from the face value of the Preferred Stock.

The purchase option may not be exercised unless and until at least one of the Threshold Conditions under the Repurchase Agreement has been met. The Threshold Conditions are as follows: during the ten years that follow the Original Closing Date (the “ECIP Period”) either (1) over any sixteen consecutive quarters, an average of at least 60% of the Company’s Total Originations, as defined pursuant to the terms of the ECIP, qualifies as “Deep Impact Lending,” as defined pursuant to the terms of the ECIP (the “Deep Impact Condition”); (2) over any twenty-four consecutive quarters, an average of at least 85% of the Company’s Total Originations qualifies as “Qualified Lending,” as defined pursuant to the terms of the ECIP (the “Qualified Lending Condition”); or (3) the Preferred Stock has a dividend rate of no more than 0.5%, which dividend rate is calculated pursuant to the ECIP and the terms thereof, at each of six consecutive Reset Dates, as defined in the ECIP.

The earliest possible date by which a Threshold Condition may be met is June 30, 2026, which is the end of the sixteenth consecutive quarter following the Original Closing Date. However, the Company does not currently meet any of the Threshold Conditions to exercise the purchase option, and there can be no assurance if and when the Threshold Conditions will be met. The closing of the repurchase of the Preferred Stock, if consummated, would occur between thirty and ninety days following the satisfaction of the Threshold Condition and all other applicable conditions. At present, the Company has reported 14 consecutive quarters for which it has met both the Deep Impact and Qualified Lending Conditions. The Preferred Stock currently has a dividend rate of 0.5%.

In addition to the requirement that a Threshold Condition be met, the Repurchase Agreement requires that the Company meet certain other eligibility conditions in order to exercise the purchase option in the future, including compliance with the terms of the original ECIP purchase agreement and the terms of the Preferred Stock, maintaining qualification as either a CDFI or an MDI, and meeting other legal and regulatory criteria. Although the Company currently meets the general eligibility criteria, other than satisfying one of the Threshold Conditions, there can be no assurance that the Company will meet such criteria, or any amended or additional criteria that may be imposed, in the future.

The purchase option granted under the agreement is a freestanding financial instrument under GAAP. The Company analyzed the fair value of the repurchase option in accordance with ASC Topic 820 “Fair Value Measurements” and determined that the purchase option value is de minimis as of December 20, 2024, December 31, 2024 and December 31, 2025.

Note 3. Securities

The amortized cost, gross unrealized gains and losses, and fair value of securities at December 31, 2025 and 2024 were as follows:


	December 31, 2025
				Gross		Gross
	Amortized			Unrealized		Unrealized
	Cost			Gains		Losses			Fair Value
	(in thousands)
Available-for-Sale Securities:
U.S. Government Bonds	$	2,999		$	—	$	(20	)	$	2,979
Corporate Bonds		13,501			—		(738	)		12,763
Mortgage-Backed Securities:
Collateralized Mortgage Obligations (1)		30,839			—		(4,493	)		26,346
FHLMC Certificates		7,915			—		(790	)		7,125
FNMA Certificates		50,620			—		(7,714	)		42,906
GNMA Certificates		76			1		—			77
Total available-for-sale securities	$	105,950		$	1	$	(13,755	)	$	92,196

Held-to-Maturity Securities:
Corporate Bonds	$	7,500		$	36	$	(138	)	$	7,398
Mortgage-Backed Securities:
Collateralized Mortgage Obligations (1)		160,786			100		(2,876	)		158,010
FHLMC Certificates		3,133			22		(119	)		3,036
FNMA Certificates		90,868			53		(1,453	)		89,468
SBA Certificates		10,931			32		—			10,963
Allowance for Credit Losses		(236	)		—		—			—
Total held-to-maturity securities	$	272,982		$	243	$	(4,586	)	$	268,875

(1)

Comprised of FHLMC, FNMA and GNMA issued securities.


	December 31, 2024
				Gross		Gross
	Amortized			Unrealized		Unrealized
	Cost			Gains		Losses			Fair Value
	(in thousands)
Available-for-Sale Securities:
U.S. Government Bonds	$	2,994		$	—	$	(121	)	$	2,873
Corporate Bonds		21,762			10		(1,368	)		20,404
Mortgage-Backed Securities:
Collateralized Mortgage Obligations (1)		34,526			—		(5,991	)		28,535
FHLMC Certificates		9,028			—		(1,366	)		7,662
FNMA Certificates		56,010			—		(10,602	)		45,408
GNMA Certificates		88			—		—			88
Total available-for-sale securities	$	124,408		$	10	$	(19,448	)	$	104,970

Held-to-Maturity Securities:
U.S. Agency Bonds	$	25,000		$	—	$	(40	)	$	24,960
Corporate Bonds		32,500			12		(535	)		31,977
Mortgage-Backed Securities:
Collateralized Mortgage Obligations (1)		186,634			—		(7,052	)		179,582
FHLMC Certificates		3,229			—		(223	)		3,006
FNMA Certificates		105,417			—		(5,114	)		100,303
SBA Certificates		15,374			92		—			15,466
Allowance for Credit Losses		(216	)		—		—			—
Total held-to-maturity securities	$	367,938		$	104	$	(12,964	)	$	355,294

(1)

Comprised of FHLMC, FNMA and GNMA issued securities.

The Company’s securities portfolio had 34 and 39 available-for-sale securities and 28 and 31 held-to-maturity securities at December 31, 2025 and 2024, respectively. There were no available-for-sale and held-to-maturity securities sold during the years ended December 31, 2025 and 2024. There were four available-for-sale securities in the total amount of $8.3 million and three held-to-maturity securities in the total amount of $50.0 million that matured or were called during the year ended December 31, 2025. There was one available-for-sale security in the amount of $4.0 million and two held-to-maturity securities in the total amount of $50.0 million that matured or were called during the year ended December 31, 2024. The Company did not purchase any available-for-sale securities and held-to-maturity securities during the years ended December 31, 2025 and 2024.

The following tables present the Company's securities gross unrealized losses and fair values, aggregated by the length of time the individual securities have been in a continuous unrealized loss position, at December 31, 2025 and 2024:


	December 31, 2025
	Securities With Gross Unrealized Losses
	Less Than 12 Months					12 Months or More					Total		Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(in thousands)
Available-for-Sale Securities:
U.S. Government Bonds	$	—	$	—		$	2,979	$	(20	)	$	2,979	$	(20	)
Corporate Bonds		—		—			12,763		(738	)		12,763		(738	)
Mortgage-Backed Securities:
Collateralized Mortgage Obligations		—		—			26,346		(4,493	)		26,346		(4,493	)
FHLMC Certificates		—		—			7,125		(790	)		7,125		(790	)
FNMA Certificates		—		—			42,906		(7,714	)		42,906		(7,714	)
Total available-for-sale securities	$	—	$	—		$	92,119	$	(13,755	)	$	92,119	$	(13,755	)
Held-to-Maturity Securities:
Corporate Bonds	$	—	$	—		$	5,362	$	(138	)	$	5,362	$	(138	)
Mortgage-Backed Securities:
Collateralized Mortgage Obligations		16,561		(50	)		132,942		(2,826	)		149,503		(2,876	)
FHLMC Certificates		—		—			616		(119	)		616		(119	)
FNMA Certificates		—		—			85,670		(1,453	)		85,670		(1,453	)
Total held-to-maturity securities	$	16,561	$	(50	)	$	224,590	$	(4,536	)	$	241,151	$	(4,586	)


	December 31, 2024
	Securities With Gross Unrealized Losses
	Less Than 12 Months					12 Months or More					Total		Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(in thousands)
Available-for-Sale Securities:
U.S. Government Bonds	$	—	$	—		$	2,873	$	(121	)	$	2,873	$	(121	)
Corporate Bonds		—		—			15,394		(1,368	)		15,394		(1,368	)
Mortgage-Backed Securities:
Collateralized Mortgage Obligations		—		—			28,535		(5,991	)		28,535		(5,991	)
FHLMC Certificates		—		—			7,662		(1,366	)		7,662		(1,366	)
FNMA Certificates		—		—			45,407		(10,602	)		45,407		(10,602	)
Total available-for-sale securities	$	—	$	—		$	99,871	$	(19,448	)	$	99,871	$	(19,448	)
Held-to-Maturity Securities:
U.S. Agency Bonds	$	—	$	—		$	24,960	$	(40	)	$	24,960	$	(40	)
Corporate Bonds		—		—			29,965		(535	)		29,965		(535	)
Mortgage-Backed Securities:
Collateralized Mortgage Obligations		81,112		(1,728	)		98,470		(5,324	)		179,582		(7,052	)
FHLMC Certificates		—		—			3,006		(223	)		3,006		(223	)
FNMA Certificates		4,691		(69	)		95,612		(5,045	)		100,303		(5,114	)
Total held-to-maturity securities	$	85,803	$	(1,797	)	$	252,013	$	(11,167	)	$	337,816	$	(12,964	)

At December 31, 2025 and 2024, the Company had 33 and 37 available-for-sale securities and 21 and 27 held-to-maturity securities with gross unrealized loss positions, respectively. Management reviewed the financial condition of the entities that issued the securities at both December 31, 2025 and 2024. The unrealized losses related to the Company debt securities were issued by U.S. government-sponsored entities and agencies and corporate bonds. The Company does not believe that the debt securities that were in an unrealized loss position as of December 31, 2025 represents a credit loss impairment. The gross unrealized loss positions related to mortgage-backed securities and other obligations issued by the U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Total gross unrealized losses were primarily attributable to changes in interest rates relative to when the investment securities were purchased and not due to the credit quality of the investment securities.

Management reviewed the collectability of the corporate bonds taking into consideration of such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting date. Management

believes the unrealized losses on the corporate bonds are primarily attributable to changes in the interest rates and not changes in the credit quality of the issuers of the corporate bonds.

The following is a summary of maturities of securities at December 31, 2025. Amounts are shown by contractual maturity. Because borrowers for mortgage-backed securities have the right to prepay obligations with or without prepayment penalties, at any time, these securities are included as a total within the table.


	December 31, 2025
	Amortized			Fair
	Cost			Value
	(in thousands)
Available-for-Sale Securities:
U.S. Government Bonds:
Amounts maturing:
Three months or less	$	2,999		$	2,979
More than three months through one year		—			—
More than one year through five years		—			—
More than five years through ten years		—			—
		2,999			2,979
Corporate Bonds:
Amounts maturing:
Three months or less	$	—		$	—
More than three months through one year		—			—
More than one year through five years		1,000			492
More than five years through ten years		12,501			12,271
		13,501			12,763
Mortgage-Backed Securities		89,450			76,454
Total available-for-sale securities	$	105,950		$	92,196
Held-to-Maturity Securities:
U.S. Agency Bonds:
Amounts maturing:
Three months or less	$	—		$	—
More than three months through one year		—			—
More than one year through five years		—			—
More than five years through ten years		—			—
		—			—
Corporate Bonds:
Amounts maturing:
Three months or less	$	—		$	—
More than three months through one year		—			—
More than one year through five years		—			—
More than five years through ten years		7,500			7,398
		7,500			7,398
Mortgage-Backed Securities		265,718			261,477
Allowance for Credit Losses		(236	)		—
Total held-to-maturity securities	$	272,982		$	268,875

At December 31, 2025 and 2024, no securities were pledged as collateral for borrowing activities.

The following table presents the activity in the allowance for credit losses for held-to-maturity securities.


	December 31,
	2025		2024
	(in thousands)
Beginning balance	$	216	$	398
Provision (benefit) for credit losses		20		(182	)
Allowance for credit losses	$	236	$	216

At December 31, 2025 and 2024, the entire allowance for credit losses on securities was allocated to corporate bonds.

Note 4. Mortgage Loans Held for Sale

The following table provides the fair value and contractual principal balance outstanding of loans held for sale accounted for under the fair value options:


	December 31,
	2025		2024
	(in thousands)
Mortgage loans held for sale, at fair value	$	3,388	$	10,736
Mortgage loans held for sale, contractual principal outstanding		3,337		10,674
Fair value less unpaid principal balance	$	51	$	62

At December 31, 2025 and 2024, the Company had 10 loans and 17 loans in the amount of $3.4 million and $10.7 million, respectively, that were classified as mortgage loans held for sale and accounted for under the fair value option accounting guidance for financial assets and financial liabilities.

At December 31, 2025, there were no mortgage loans held for sale that were greater than 90 days past due and non-accrual with a substandard risk rating. At December 31, 2024, there were $4.4 million in mortgage loans held for sale that were greater than 90 days past due and non-accrual with a substandard risk rating.

Note 5. Loans Receivable and Allowance for Credit Losses

Loans receivable at December 31, 2025 and 2024 are summarized as follows:


	December 31,
	2025			2024
	(in thousands)
Mortgage loans:
1-4 Family residential
Investor-Owned	$	307,267		$	330,053
Owner-Occupied		127,107			142,363
Multifamily residential		756,542			670,159
Nonresidential properties		526,210			389,898
Construction and land		854,096			733,660
Total mortgage loans		2,571,222			2,266,133
Nonmortgage loans:
Business loans		53,063			40,849
Consumer loans		625			1,038
Total non-mortgage loans		53,688			41,887
Total loans, gross		2,624,910			2,308,020
Deferred loan origination costs, net of fees		(203	)		1,081
Allowance for credit losses		(25,449	)		(22,502	)
Loans receivable, net	$	2,599,258		$	2,286,599

The Company’s lending activities are conducted principally in metropolitan New York City. The Company primarily grants loans secured by real estate to individuals and businesses pursuant to an established credit policy applicable to each type of lending activity in which it engages. Although collateral provides assurance as a secondary source of repayment, the Company ordinarily requires the primary source of repayment to be based on the borrowers’ ability to generate continuing cash flows. The Company also evaluates the collateral and creditworthiness of each customer. The credit policy provides that depending on the borrowers’ creditworthiness and type of collateral, credit may be extended up to predetermined percentages of the market value of the collateral or on an unsecured basis. Real estate is the primary form of collateral. Other important forms of collateral are time deposits and marketable securities.

For disclosures related to the ACL and credit quality, the Company does not have any disaggregated classes of loans below the segment level.

Credit-Quality Indicators: Internally assigned risk ratings are used as credit-quality indicators, which are reviewed by management on a quarterly basis.

The objectives of the Company’s risk-rating system are to provide the Board of Directors and senior management with an objective assessment of the overall quality of the loan portfolio, to promptly and accurately identify loans with well-defined credit weaknesses so that timely action can be taken to minimize credit loss, to identify relevant trends affecting the collectability of the loan portfolio, to isolate potential problem areas and to provide essential information for determining the adequacy of the allowance for credit losses.

Below are the definitions of the Company's internally assigned risk ratings:

Strong Pass – Loans to new or existing borrowers collateralized at least 90 percent by an unimpaired deposit account at the Company.

Good Pass – Loans to a new or existing borrower in a well-established enterprise in excellent financial condition with strong liquidity and a history of consistently high level of earnings, cash flow and debt service capacity.

Satisfactory Pass – Loans to a new or existing borrower of average strength with acceptable financial condition, satisfactory record of earnings and sufficient historical and projected cash flow to service the debt.

Performance Pass – Loans that evidence strong payment history but document less than average strength, financial condition, record of earnings, or projected cash flows with which to service debt.

Special Mention – Loans in this category are currently protected but show one or more potential weaknesses and risks which may inadequately protect collectability or borrower’s ability to meet repayment terms at some future date if the weakness or weaknesses are not monitored or remediated.

Substandard – Loans that are inadequately protected by the repayment capacity of the borrower or the current sound net worth of the collateral pledged, if any. Loans in this category have well defined weaknesses and risks that jeopardize their repayment. They are characterized by the distinct possibility that some loss may be sustained if the deficiencies are not remedied.

Doubtful – Loans that have all the weaknesses of loans classified as “Substandard” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable.

Loans within the top four categories above are considered pass rated, as commonly defined. Risk ratings are assigned as necessary to differentiate risk within the portfolio. Risk ratings are reviewed on an ongoing basis and revised to reflect changes in the borrowers’ financial condition and outlook, debt service coverage capability, repayment performance, collateral value and coverage as well as other considerations.

The following tables summarize total loans by year of origination and internally assigned credit risk ratings as of December 31, 2025 and 2024:


	2025		2024		2023		2022		2021		2020 and Prior		Total
	(in thousands)
December 31, 2025
Mortgage Loans:
1-4 Family Investor Owned
Pass	$	3,843	$	2,793	$	26,126	$	50,353	$	43,153	$	173,463	$	299,731
Special mention		—		—		842		—		361		1,180		2,383
Substandard		—		—		—		—		1,873		3,280		5,153
Total 1-4 Family Investor Owned		3,843		2,793		26,968		50,353		45,387		177,923		307,267
1-4 Family Owner Occupied
Pass		—		1,315		16,984		47,695		10,587		47,731		124,312
Special mention		—		—		—		—		462		—		462
Substandard		—		—		—		—		429		1,904		2,333
Total 1-4 Family Owner Occupied		—		1,315		16,984		47,695		11,478		49,635		127,107
Multifamily residential
Pass		149,358		107,129		73,769		157,228		58,343		186,331		732,158
Special mention		—		4,462		1,121		—		4,332		1,357		11,272
Substandard		—		—		5,063		—		—		8,049		13,112
Total Multifamily residential		149,358		111,591		79,953		157,228		62,675		195,737		756,542
Nonresidential properties
Pass		170,449		77,935		28,328		74,281		59,835		112,768		523,596
Special mention		—		—		—		2,614		—		—		2,614
Substandard		—		—		—		—		—		—		—
Total Nonresidential properties		170,449		77,935		28,328		76,895		59,835		112,768		526,210
Construction and Land
Pass		279,271		143,515		358,926		56,297		—		—		838,009
Special mention		—		—		4,659		—		—		—		4,659
Substandard		—		—		—		—		3,180		8,248		11,428
Total Construction and land		279,271		143,515		363,585		56,297		3,180		8,248		854,096
Total mortgage loans		602,921		337,149		515,818		388,468		182,555		544,311		2,571,222
Nonmortgage Loans:
Business loans
Pass		26,618		17,183		6,421		105		457		1,609		52,393
Special mention		344		—		—		7		—		192		543
Substandard		—		37		—		12		78		—		127
Total Business loans		26,962		17,220		6,421		124		535		1,801		53,063
Consumer loans
Pass		275		127		160		57		6		—		625
Special mention		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—
Total Consumer loans		275		127		160		57		6		—		625
Total nonmortgage loans		27,237		17,347		6,581		181		541		1,801		53,688
Total loans, gross	$	630,158	$	354,496	$	522,399	$	388,649	$	183,096	$	546,112	$	2,624,910


	2024		2023		2022		2021		2020		2019 and Prior		Total
	(in thousands)
December 31, 2024
Mortgage Loans:
1-4 Family Investor Owned
Pass	$	2,980	$	27,030	$	52,826	$	45,835	$	29,216	$	164,667	$	322,554
Special mention		—		855		—		1,637		787		1,757		5,036
Substandard		—		—		—		—		—		2,463		2,463
Total 1-4 Family Investor Owned		2,980		27,885		52,826		47,472		30,003		168,887		330,053
1-4 Family Owner Occupied
Pass		1,541		19,294		51,470		11,318		11,707		43,157		138,487
Special mention		—		—		—		472		—		—		472
Substandard		—		—		—		—		—		3,404		3,404
Total 1-4 Family Owner Occupied		1,541		19,294		51,470		11,790		11,707		46,561		142,363
Multifamily residential
Pass		145,528		77,659		160,731		63,842		57,108		145,658		650,526
Special mention		—		—		—		4,389		1,380		2,501		8,270
Substandard		—		5,566		—		—		1,657		4,140		11,363
Total Multifamily residential		145,528		83,225		160,731		68,231		60,145		152,299		670,159
Nonresidential properties
Pass		84,891		28,787		83,842		59,835		25,997		104,144		387,496
Special mention		—		—		—		—		—		2,402		2,402
Substandard		—				—		—		—		—		—
Total Nonresidential properties		84,891		28,787		83,842		59,835		25,997		106,546		389,898
Construction and Land
Pass		125,883		448,811		131,703		13,110		915		—		720,422
Special mention		—		—		—		3,180		—		—		3,180
Substandard		—		5,251		—		—		—		4,807		10,058
Total Construction and land		125,883		454,062		131,703		16,290		915		4,807		733,660
Total mortgage loans		360,823		613,253		480,572		203,618		128,767		479,100		2,266,133
Nonmortgage Loans:
Business loans
Pass		24,356		5,032		2,379		2,760		2,022		3,079		39,628
Special mention		—		—		135		871		—		215		1,221
Substandard		—		—		—		—		—		—		—
Total Business loans		24,356		5,032		2,514		3,631		2,022		3,294		40,849
Consumer loans
Pass		602		322		93		16		2		—		1,035
Special mention		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		3		3
Total Consumer loans		602		322		93		16		2		3		1,038
Total nonmortgage loans		24,958		5,354		2,607		3,647		2,024		3,297		41,887
Total loans, gross	$	385,781	$	618,607	$	483,179	$	207,265	$	130,791	$	482,397	$	2,308,020

An aging analysis of loans, as of December 31, 2025 and 2024, is as follows:


	December 31, 2025
			30-59		60-89		90 Days						90 Days
			Days		Days		or More				Nonaccrual		or More
	Current		Past Due		Past Due		Past Due		Total		Loans		Accruing
	(in thousands)
Mortgage loans:
1-4 Family residential
Investor-Owned	$	298,082	$	5,356	$	959	$	2,870	$	307,267	$	2,870	$	—
Owner-Occupied		122,509		1,480		1,151		1,967		127,107		1,967		—
Multifamily residential		740,222		3,208		—		13,112		756,542		13,112		—
Nonresidential properties		524,446		1,764		—		—		526,210		—		—
Construction and land		845,849		—		—		8,247		854,096		8,247		—
Nonmortgage loans:
Business		52,278		118		—		667		53,063		667		—
Consumer		625		—		—		—		625		—		—
Total	$	2,584,011	$	11,926	$	2,110	$	26,863	$	2,624,910	$	26,863	$	—


	December 31, 2024
			30-59		60-89		90 Days						90 Days
			Days		Days		or More				Nonaccrual		or More
	Current		Past Due		Past Due		Past Due		Total		Loans		Accruing
	(in thousands)
Mortgage loans:
1-4 Family residential
Investor-Owned	$	324,552	$	2,275	$	2,790	$	436	$	330,053	$	436	$	—
Owner-Occupied		137,926		1,670		909		1,858		142,363		1,858		—
Multifamily residential		652,267		5,119		2,502		10,271		670,159		10,271		—
Nonresidential properties		386,606		890		2,402		—		389,898		—		—
Construction and land		720,422		—		3,180		10,058		733,660		10,058		—
Nonmortgage loans:
Business		39,346		123		1,037		343		40,849		343		—
Consumer		1,035		—		3		—		1,038		—		—
Total	$	2,262,154	$	10,077	$	12,823	$	22,966	$	2,308,020	$	22,966	$	—

The following schedules detail the composition of the ACL and the related recorded investment in loans as of December 31, 2025, 2024, and 2023, respectively.


	For the Year Ended December 31, 2025
	Mortgage Loans													Nonmortgage Loans						Total
	1-4 Family Investor Owned			1-4 Family Owner Occupied			Multifamily		Nonresidential		Construction and Land			Business			Consumer			For the Period
	(in thousands)
Allowance for credit losses:
Balance, beginning of period	$	4,148		$	1,784		$	5,004	$	2,697	$	7,710		$	1,113		$	46		$	22,502
(Benefit) provision charged to expense		(1,293	)		(697	)		4,037		1,656		(1,561	)		2,309			18			4,469
Charge-offs		(69	)		—			—		—		—			(1,444	)		(48	)		(1,561	)
Recoveries		—			—			—		—		—			39			—			39
Balance, end of period	$	2,786		$	1,087		$	9,041	$	4,353	$	6,149		$	2,017		$	16		$	25,449
Ending balance: individually evaluated for impairment	$	—		$	—		$	—	$	—	$	—		$	667		$	—		$	667
Ending balance: collectively evaluated for impairment		2,786			1,087			9,041		4,353		6,149			1,350			16			24,782
Total	$	2,786		$	1,087		$	9,041	$	4,353	$	6,149		$	2,017		$	16		$	25,449
Loans:
Ending balance: individually evaluated for impairment	$	2,870		$	1,967		$	13,112	$	—	$	8,247		$	667		$	—		$	26,863
Ending balance: collectively evaluated for impairment		304,397			125,140			743,430		526,210		845,849			52,396			625			2,598,047

Total	$	307,267		$	127,107		$	756,542	$	526,210	$	854,096		$	53,063		$	625		$	2,624,910


	For the Year Ended December 31, 2024
	Mortgage Loans													Nonmortgage Loans						Total
	1-4 Family Investor Owned			1-4 Family Owner Occupied			Multifamily		Nonresidential			Construction and Land		Business			Consumer			For the Period
	(in thousands)
Allowance for credit losses:
Balance, beginning of period	$	4,415		$	2,012		$	4,365	$	3,176		$	4,807	$	531		$	6,848		$	26,154
(Benefit) provision charged to expense		(267	)		(228	)		639		(472	)		2,903		1,307			(2,366	)		1,516
Charge-offs		—			—			—		(7	)		—		(734	)		(5,148	)		(5,889	)
Recoveries		—			—			—		—			—		9			712			721
Balance, end of period	$	4,148		$	1,784		$	5,004	$	2,697		$	7,710	$	1,113		$	46		$	22,502
Ending balance: individually evaluated for impairment	$	—		$	—		$	—	$	—		$	—	$	343		$	—		$	343
Ending balance: collectively evaluated for impairment		4,148			1,784			5,004		2,697			7,710		770			46			22,159
Total	$	4,148		$	1,784		$	5,004	$	2,697		$	7,710	$	1,113		$	46		$	22,502
Loans:
Ending balance: individually evaluated for impairment	$	436		$	1,858		$	10,271	$	—		$	10,058	$	343		$	—		$	22,966
Ending balance: collectively evaluated for impairment		329,617			140,505			659,888		389,898			723,602		40,506			1,038			2,285,054
Total	$	330,053		$	142,363		$	670,159	$	389,898		$	733,660	$	40,849		$	1,038		$	2,308,020


	For the Year Ended December 31, 2023
	Mortgage Loans														Nonmortgage Loans						Total
	1-4 Family Investor Owned			1-4 Family Owner Occupied		Multifamily			Nonresidential			Construction and Land			Business			Consumer			For the Period
	(in thousands)
Allowance for credit losses:
Balance, beginning of year	$	3,863		$	1,723	$	8,021		$	2,724		$	2,683		$	120		$	15,458		$	34,592
Provision (benefit) charged to expense		(214	)		143		306			(126	)		3,035			235			(2,142	)		1,237
Impact of CECL Adoption		766			146		(3,962	)		578			(911	)		236			57			(3,090	)
Charge-offs		—			—		—			—			—			(63	)		(7,227	)		(7,290	)
Recoveries		—			—		—			—			—			3			702			705
Balance, end of year	$	4,415		$	2,012	$	4,365		$	3,176		$	4,807		$	531		$	6,848		$	26,154
Ending balance: individually evaluated for impairment	$	—		$	72	$	—		$	—		$	—		$	161		$	—		$	233
Ending balance: collectively evaluated for impairment		4,415			1,940		4,365			3,176			4,807			370			6,848			25,921
Total	$	4,415		$	2,012	$	4,365		$	3,176		$	4,807		$	531		$	6,848		$	26,154
Loans:
Ending balance: individually evaluated for impairment	$	793		$	2,130	$	2,979		$	—		$	6,659		$	165		$	—		$	12,726
Ending balance: collectively evaluated for impairment		342,896			150,181		547,580			342,343			497,266			19,614			8,966			1,908,846

Total	$	343,689		$	152,311	$	550,559		$	342,343		$	503,925		$	19,779		$	8,966		$	1,921,572

The following tables summarize gross charge-offs by vintage:


	2025		2024		2023		2022		2021		2020 and Prior		Total
	(in thousands)
For the Year Ended December 31, 2025
1-4 Family Investor Owned	$	—	$	—	$	—	$	—	$	—	$	69	$	69
Business loans		64		730		23		102		500		25		1,444
Consumer loans		—		45		3		—		—		—		48
Total charge-offs	$	64	$	775	$	26	$	102	$	500	$	94	$	1,561


													Revolving
	2024		2023		2022		2021		2020		2019 and Prior		lines of credit		Total
	(in thousands)
For the Year Ended December 31, 2024
Nonresidential properties	$	—	$	—	$	—	$	—	$	—	$	7	$	—	$	7
Business loans		417		250		24		8		—		35		—		734
Consumer loans		—		—		—		6		28		—		5,114		5,148
Total charge-offs	$	417	$	250	$	24	$	14	$	28	$	42	$	5,114	$	5,889

Loans are considered impaired when current information and events indicate all amounts due may not be collectable according to the contractual terms of the related loan agreements. Impaired loans are identified by applying normal loan review procedures in accordance with the allowance for credit losses methodology. Management periodically assesses loans to determine whether impairment exists. Any loan that is, or will potentially be, no longer performing in accordance with the terms of the original loan contract is evaluated to determine impairment.

The following information relates to impaired loans as of and for the years ended December 31, 2025, 2024, and 2023:


	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest Income
As of and For the Year Ended	Principal		With No		With		Recorded		Related		Recorded		Recognized
December 31, 2025	Balance		Allowance		Allowance		Investment		Allowance		Investment		on a Cash Basis
	(in thousands)
Mortgage loans:
1-4 Family residential	$	4,819	$	4,837	$	—	$	4,837	$	—	$	3,182	$	209
Multifamily residential		12,731		13,112		—		13,112		—		11,815		390
Nonresidential properties		—		—		—		—		—		101		—
Construction and land		8,800		8,247		—		8,247		—		7,596		—
Nonmortgage loans:
Business		667		—		667		667		667		467		10
Consumer		—		—		—		—		—		—		—
Total	$	27,017	$	26,196	$	667	$	26,863	$	667	$	23,161	$	609


	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest Income
As of and For the Year Ended	Principal		With No		With		Recorded		Related		Recorded		Recognized
December 31, 2024	Balance		Allowance		Allowance		Investment		Allowance		Investment		on a Cash Basis
	(in thousands)
Mortgage loans:
1-4 Family residential	$	2,280	$	2,294	$	—	$	2,294	$	—	$	2,420	$	22
Multifamily residential		10,032		10,271		—		10,271		—		5,557		223
Nonresidential properties		—		—		—		—		—		317		—
Construction and land		10,058		10,058		—		10,058		—		6,501		1,335
Nonmortgage loans:
Business		343		—		343		343		343		246		3
Consumer		—		—		—		—		—		—		—
Total	$	22,713	$	22,623	$	343	$	22,966	$	343	$	15,041	$	1,583


	Unpaid Contractual		Recorded Investment		Recorded Investment		Total				Average		Interest Income
As of and For the Year Ended	Principal		With No		With		Recorded		Related		Recorded		Recognized
December 31, 2023	Balance		Allowance		Allowance		Investment		Allowance		Investment		on a Cash Basis
	(in thousands)
Mortgage loans:
1-4 Family residential	$	2,906	$	2,475	$	448	$	2,923	$	72	$	4,812	$	82
Multifamily residential		2,966		2,979		—		2,979		—		1,463		151
Nonresidential properties		—		—		—		—		—		198		—
Construction and land		6,650		6,659		—		6,659		—		8,211		—
Nonmortgage loans:
Business		165		—		165		165		161		104		—
Consumer		—		—		—		—		—		—		—
Total	$	12,687	$	12,113	$	613	$	12,726	$	233	$	14,788	$	233

Collateral Dependent Loans

The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as of the dates indicated.


	December 31,
	2025				2024
			Associated				Associated
	Collateral		Allowance for		Collateral		Allowance for
	Dependent		Credit Losses		Dependent		Credit Losses
	(in thousands)
1-4 Family residential
Investor-Owned	$	2,870	$	—	$	436	$	—
Owner-Occupied		1,967		—		1,858		—
Multifamily residential		13,112		—		10,271		—
Construction and land		8,247		—		10,058		—
Total	$	26,196	$	—	$	22,623	$	—

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company adopted Accounting Standards Update (“ASU”) 2022-02 on January 1, 2023. Since adoption, the Company modified one loan with a borrower experiencing financial difficulty. These modifications may include a reduction in interest rate, an extension in term, principal forgiveness and/or any other than insignificant payment delay. At December 31, 2025 and 2024, there was one loan in the amount of $0.2 million, for both periods, that was modified to a borrower experiencing financial difficulty.

Prior to the adoption of ASU 2022-02 on January 1, 2023, the Company classified certain loans as troubled debt restructuring (“TDR”) loans when credit terms to a borrower in financial difficulty were modified, in accordance with ASC 310-40. With the adoption of ASU 2022-02 as of January 1, 2023, the Company has ceased to recognize or measure for new TDRs but those existing at December 31, 2022 will remain until settled.

At December 31, 2025 and 2024, there were 14 and 18 TDR loans totaling $3.6 million and $5.4 million of which $3.2 million and $4.7 million are on accrual status, respectively. There were no commitments to lend additional funds to borrowers whose loans have been modified in a TDR.

Off-Balance Sheet Credit Losses

Also included within the scope of the CECL standard are off-balance sheet loan commitments, which include the unfunded portion of committed lines of credit and construction loans.

The Company estimates expected credit losses over the contractual period in which the company is exposed to credit risk through a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet exposures is adjusted as a provision for credit loss expense. The Company uses similar assumptions and risk factors that are developed for collectively evaluated financing receivables. This estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments to be funded over its estimated life.

At December 31, 2025 and 2024, the allowance for off-balance sheet credit losses was $2.1 million and $2.8 million, respectively, which is included in the "Other liabilities" on the Consolidated Statements of Financial Condition. During the years ended December 31, 2025 and 2024, the Company had $0.7 million and $0.8 million in benefit for credit losses, respectively, for off-balance-sheet items, which are included in "Provision for credit losses" on the Consolidated Statements of Operations.

Note 6. Premises and Equipment

A summary of premises and equipment at December 31, 2025 and 2024 is as follows:


	December 31,
	2025			2024
	(in thousands)
Land	$	932		$	932
Buildings and improvements		4,717			4,717
Leasehold improvements		17,292			16,553
Furniture, fixtures and equipment		9,927			10,021
		32,868			32,223
Less: accumulated depreciation and amortization		(17,230	)		(15,429	)
Total premises and equipment	$	15,638		$	16,794

Depreciation and amortization expense amounted to $2.1 million and $2.0 million, respectively, for the years ended December 31, 2025 and 2024 and are included in occupancy and equipment in the accompanying consolidated statements of operations.

Note 7. Leases

The Company has 16 and 17 operating leases for branches (including headquarters) and office spaces at December 31, 2025 and 2024, respectively and six operating leases for equipment at both December 31, 2025 and 2024. Our leases have remaining lease terms ranging from less than one year to approximately 14.1 years, none of which has a renewal option reasonably certain of exercise, which has been reflected in the Company’s calculation of lease term. Certain leases have escalation clauses for operating expenses and real estate taxes. The Company’s non-cancelable operating lease agreements expire through 2040.

Supplemental balance sheet information related to leases was as follows:


	December 31,
	2025			2024
	(Dollars in thousands)
Operating lease ROU assets	$	27,583		$	29,093
Operating lease liabilities		29,353			30,696
Weighted-average remaining lease term-operating leases	11.2 years			12.0 years
Weighted average discount rate-operating leases		5.1	%		5.1	%

The components of lease expense and cash flow information related to leases were as follows:


		For the Years Ended December 31,
		2025		2024		2023
		(Dollars in thousands)
Lease Cost
Operating lease cost	Occupancy and equipment	$	4,282	$	4,111	$	4,150
Operating lease cost	Other operating expenses		8		26		20
Short-term lease cost	Other operating expenses		27		23		19
Variable lease cost	Occupancy and equipment		160		160		126
Total lease cost		$	4,477	$	4,320	$	4,315

As of December 31, 2025, the Company's operating lease liabilities were as follows:


	Minimum Rental
Years ended December 31:	(in thousands)
2026	$	4,027
2027		3,780
2028		3,808
2029		3,360
2030		3,423
Thereafter		21,158
Total Minimum payments required		39,556
Less: implied interest		10,203
Present value of lease liabilities	$	29,353

Lease Commitments: As of December 31, 2025, there are noncancelable operating leases for office space that expire on various dates through 2040. Certain of these leases contain escalation clauses providing for increased rental based on pre-scheduled annual increases or on increases in real estate taxes.

Note 8. Deposits

Deposits at December 31, 2025 and 2024 are summarized as follows:


	December 31,
	2025		2024
	(in thousands)
Demand (1)	$	208,250	$	169,178
Interest-bearing deposits:
NOW/IOLA accounts		84,012		62,616
Money market accounts		779,532		636,219
Reciprocal deposits		152,630		130,677
Savings accounts (1)		117,708		116,219
Total NOW, money market, reciprocal and savings		1,133,882		945,731
Certificates of deposit of $250K or more		202,500		204,293
Brokered certificates of deposits (2)		67,942		94,531
Listing service deposits (2)		4,150		7,376
Certificates of deposit less than $250K		429,911		474,104
Total certificates of deposit		704,503		780,304
Total interest-bearing deposits		1,838,385		1,726,035
Total deposits	$	2,046,635	$	1,895,213

(1)

As of December 31, 2025 and 2024, Advance payments by borrowers for taxes and insurance in the amounts of $11.5 million and $10.3 million, respectively, are included in deposits.

(2)

As of December 31, 2025 and 2024, there were no individual listing service deposits amounting to $250,000 or more. At December 31, 2025, there were no brokered certificates of deposit amounting to $250,000 or more. At December 31, 2024, there was one brokered certificates of deposit in the amount of $1.5 million amounting to $250,000 or more. All other brokered certificates of deposit individually amounted to less than $250,000.

Uninsured deposits represented $454.5 million, or 22.0.%, and $435.9, or 22.8%, of total deposits as of December 31, 2025 and 2024, respectively.

At December 31, 2025, scheduled maturities of certificates of deposit were as follows:


December 31,
	(in thousands)
2026	$	594,371
2027		95,342
2028		9,093
2029		2,510
2030		3,187
	$	704,503

Note 9. Borrowings

FHLBNY Advances: As a member of FHLBNY, the Bank has the ability to borrow from the FHLBNY based on a certain percentage of the value of the Bank's qualified collateral, as defined in FHLBNY Statement of Credit Policy, at the time of the borrowing. In accordance with an agreement with FHLBNY, the qualified collateral must be free and clear of liens, pledges and encumbrances.

The Bank had $596.1 million and $571.1 million of outstanding term advances from the FHLBNY at December 31, 2025 and 2024, respectively. The Bank had a $25.0 million overnight line of credit advance from the FHLBNY at December 31, 2024. The Bank had no overnight line of credit advance from the FHLBNY at December 31, 2025.

FRBNY Borrowings: The Bank had no term or overnight line of credit borrowing outstanding from the FRBNY at December 31, 2025 and 2024.

Letters of Credit: The Bank had two unsecured lines of credit in the amount of $75.0 million with two correspondent banks for both periods at December 31, 2025 and 2024.

Borrowed funds at December 31, 2025 and 2024 consist of the following and are summarized by maturity and call date below:


	December 31,							December 31,
	2025							2024
	Scheduled Maturity		Redeemable at Call Date		Weighted Average Rate			Scheduled Maturity		Redeemable at Call Date		Weighted Average Rate
	(Dollars in thousands)
Overnight line of credit advance	$	—	$	—		—	%	$	25,000	$	25,000		4.69	%

FHLBNY Term advances ending:
2025		—		—		—			100,000		100,000		4.48
2026		225,000		225,000		4.20			200,000		200,000		4.25
2027		212,000		212,000		3.44			212,000		212,000		3.44
2028		109,100		109,100		3.74			9,100		9,100		3.84
2029		50,000		50,000		3.35			50,000		50,000		3.35
	$	596,100	$	596,100		3.78	%	$	596,100	$	596,100		3.94	%

Interest expense on advances totaled $20.6 million, $27.5 million and $25.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Note 10. Income Taxes

The provision for income taxes for the years ended December 31, 2025, 2024 and 2023 consisted of the following:


	For the Years Ended December 31,
	2025			2024			2023
	(in thousands)
Current tax provision:
Federal	$	8,607		$	748		$	105
State		1,757			1,482			1,452
Total current tax provision		10,364			2,230			1,557
Deferred tax provision:
Federal		(896	)		2,410			773
State		1,330			276			696
Total deferred tax provision		434			2,686			1,469
Valuation allowance		(1,070	)		(203	)		(525	)
Total provision for income taxes	$	9,728		$	4,713		$	2,501

Reconciliation between the reported income tax expense and the amount computed by multiplying consolidated income before taxes by the statutory federal income tax rate of 21 percent for the years ended December 31, 2025 2024 and 2023 were as follows:


	For the Years Ended December 31,
	2025						2024						2023
	Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)
U.S. federal statutory tax rate	$	8,071			21.0	%	$	3,294			21.0	%	$	1,229			21.0	%
State and local tax, net of federal benefit (1)		2,439			6.3	%		1,389			8.9	%		1,697			29.0	%
Changes in valuation allowance		(1,070	)		(2.8	%)		(203	)		(1.3	%)		(525	)		(9.0	%)
Nontaxable or nondeductible items (2)
Other nontaxable or nondeductible		429			1.1	%		280			1.8	%		211			3.6	%
Other adjustments		(141	)		(0.4	%)		(47	)		(0.3	%)		(111	)		(1.9	%)
Provision for income taxes	$	9,728			25.2	%	$	4,713			30.1	%	$	2,501			42.7	%

(1)

State and local taxes in New York State and New York City made up the majority (greater than 50%) of the tax effect in this category.

(2)

The nontaxable or nondeductible items category includes items such as other nondeductible expenses. None of those items individually or in the aggregate exceeded the 5% quantitative threshold for separate disaggregation for the years ended December 31, 2025, 2024 and 2023..

Total income taxes paid for the years ended December 31, 2025, 2024 and 2023 consists of the following:


	For the Years Ended December 31,
	2025		2024		2023
	(in thousands)
Federal	$	6,794	$	1,050	$	—
State and Local:
New York State		1,086		924		865
Other States		30		4		—
New York City		545		493		673
Total income taxes paid	$	8,455	$	2,471	$	1,538

Management maintains a valuation allowance against its net New York State and New York City deferred tax assets as it is unlikely these deferred tax assets will be utilized to reduce the Company's tax liability in future years. For the years ended December 31, 2025 and 2024, the valuation allowance decreased by $1.07 million and decreased by $0.2 million, respectively. In 2025, the Company utilized a portion of the net operating losses in New York State and New York City which in turn decreased the 2025 valuation allowance.

Management has determined that it is not required to establish a valuation allowance against any other deferred tax assets in accordance with GAAP since it is more likely than not that the deferred tax assets will be fully utilized in future periods. In assessing the need for a valuation allowance, management considers the scheduled reversal of the deferred tax liabilities, the level of historical taxable income, and the projected future taxable income over the periods that the temporary differences comprising the deferred tax assets will be deductible.

For federal income tax purposes, a financial institution may carry net operating losses (“NOLs”) forward indefinitely. The use of NOLs to offset income is limited to 80% of taxable income. At December 31, 2025, the Company has no federal NOL carryforward.

The state and city of New York allow for a three-year carryback period and carryforward period of twenty years on NOLs generated on or after tax year 2015. For tax years prior to 2015, no carryback period is allowed. Ponce De Leon Federal Bank, the predecessor of Ponce Bank, has no pre-2015 carryforwards for New York State or New York City purposes. Furthermore, there are post-2015 carryforwards available of $58.0 million for New York State purposes and $20.3 million for New York City purposes. Finally, for New Jersey purposes, losses may only be carried forward 20 years, with no allowable carryback period. At December 31, 2025, the Bank had no Connecticut or New Jersey net operating losses carryforwards.

At December 31, 2025 and 2024, the Company had no unrecognized tax benefits recorded.

The Company is subject to U.S. federal income tax, New York State income tax, Connecticut income tax, New Jersey income tax, Florida income tax and New York City income tax. The Company is generally no longer subject to examination by taxing authorities for years before 2022.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below:


	At December 31,
	2025		2024
	(in thousands)
Deferred tax assets:
Allowance for credit losses	$	7,934	$	6,942
Interest on nonaccrual loans		1,643		1,265
Unrealized loss on available-for-sale securities		2,934		4,141
Amortization of intangible assets		109		46
Operating lease liabilities		9,152		9,470
Net operating losses		5,191		6,656
Charitable contribution carryforward		257		1,476
Compensation and benefits		1,172		844
Deferred loan fees and cost, net		154		—
Other		1,465		1,627
Total gross deferred tax assets		30,011		32,467
Deferred tax liabilities:
Depreciation of premises and equipment		537		724
Right of use assets		8,600		8,975
Deferred loan fees and cost, net		—		337
Other		225		139
Total gross deferred tax liabilities		9,362		10,175
Valuation allowance		9,148		10,218
Net deferred tax assets	$	11,501	$	12,074

Note 11. Compensation and Benefit Plans

Ponce Bank Employee Stock Ownership Plan with 401(k) Provisions (the “KSOP”). The KSOP is for eligible employees of Ponce Bank. The named executive officers are eligible to participate in the KSOP just like other employees. An employee must attain the age of 21 and will be eligible to participate in the 401(k) features of the KSOP in the quarter following thirty days of service and the ESOP feature of the KSOP upon the first entry date commencing on or after the eligible employee’s completion of one year of service. Employees are eligible to participate in the 401(k) Plan at the beginning of each quarter (January 1, April 1, July 1, or October 1).

401(k) Component:

Under the 401(k) features of the KSOP (“401(k) Component”), a participant may elect to defer, on a pre-tax basis, the maximum amount as permitted by the Internal Revenue Code. For 2025, the salary deferral contribution limit was $23,500; provided, however, that a participant over age 50 may contribute an additional $7,500 to the 401(k) for a total of $31,000. In addition to salary deferral contributions, Ponce Bank may make discretionary matching contributions, discretionary profit sharing contributions or safe harbor contributions to the 401(k) Component. Discretionary matching contributions are allocated on the basis of salary deferral contributions. Discretionary profit sharing contributions are based on three classifications set forth in the 401(k) feature (i) Class A — Chairman, President, and Executive Vice Presidents; (ii) Class B — Senior Vice Presidents, Vice Presidents and Assistant Vice Presidents; and (iii) Class C — all other eligible employees. The contribution for a class will be the same percentage of compensation for all participants in that class. If Ponce Bank decides to make a safe harbor contribution for a plan year, each participant will receive a contribution equal to 3% of his or her compensation for the plan year.

A participant is always 100% vested in his or her salary deferral contributions and safe harbor contributions. Discretionary matching and profit sharing contributions are 20% vested after two years of service, plus an additional 20% for each additional year of service; so all participants are fully vested in such contributions after six years of service. A participant also will become fully vested in his or her account balance in the 401(k) Component automatically upon normal retirement, death or disability, a change in control, or termination of the KSOP. Generally, participants will receive distributions from the KSOP upon separation from service in accordance with the terms of the governing document.

ESOP Component:

On September 29, 2017, in connection with the Bank’s reorganization into the mutual holding company form of organization, the ESOP trustee purchased, on behalf of the ESOP, 723,751 shares of PDL Community Bancorp common stock. The ESOP funded its stock purchase with a loan (“First ESOP loan”) from PDL Community Bancorp in the amount of $7.2 million, which was equal to the aggregate purchase price of the common stock. The First ESOP loan is being repaid principally through Ponce Bank’s contributions to the ESOP over the 15-year term of such loan. The interest rate for the First ESOP loan is 2.60%.

On January 27, 2022, concurrent with the completion of the conversion and reorganization of Ponce Bank Mutual Holding Company from a mutual form to a stock form of organization and the merger of PDL Community Bancorp with and into Ponce Financial Group, Inc., the shares of PDL Community Bancorp common stock held by the KSOP were converted into 977,880 shares of Ponce Financial Group, Inc. common stock.

On January 27, 2022, the KSOP trustee purchased, on behalf of the ESOP feature of the KSOP (“ESOP Component”), an additional 1,097,353 shares of Ponce Financial Group, Inc. common stock, or 4.44% of the total number of shares of Ponce Financial Group, Inc. common stock outstanding on January 27, 2022 (including shares issued to the Foundation). The KSOP funded this stock purchase with a loan (“Second ESOP loan”) from Ponce Financial Group, Inc. in the amount of $11.0 million, which was equal to the aggregate purchase price of the common stock. The Second ESOP loan is being repaid principally through Ponce Bank’s contributions to the ESOP Component over the 15-year term of such loan. The interest rate for the Second ESOP loan is 1.82%.

The trustee of the trust funding the KSOP holds the shares of Ponce Financial Group, Inc. common stock purchased by the KSOP in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the loans are repaid. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of qualifying compensation relative to all participants participating in the ESOP Component. A participant will become 100% vested in his or her account balance in the ESOP Component after three years of service. In addition, a participant will become fully vested in his or her account balance in the ESOP Component automatically upon normal retirement, death or disability, a change in control, or termination of the KSOP. Generally, participants will receive distributions from the KSOP upon separation from service in accordance with the terms of the plan document. The KSOP reallocates any unvested shares of Ponce Financial Group, Inc. common stock forfeited upon termination of employment among the remaining participants in the ESOP Component.

Contributions to the ESOP are to be sufficient to pay principal and interest currently due under the loan agreement. Under applicable accounting requirements, Ponce Bank will record a compensation expense for the ESOP at the average market price of the shares as they are committed to be released from the unallocated suspense account to participants’ accounts, which may be more or less than the original issue price. The compensation expense resulting from the release of the common stock from the suspense account and allocation to plan participants will result in a corresponding reduction in the earnings of Ponce Financial Group, Inc. The ESOP shares become outstanding for earnings per share computations (see Note 12). As of December 31, 2025, the combined outstanding balance of both the First ESOP loan and Second ESOP loan was $11.1 million.

A summary of the ESOP shares as of December 31, 2025 and 2024 are as follows:


	2025		2024
	(Dollars in thousands)
Shares committed-to-be released		133,744		133,744
Shares allocated to participants		580,654		511,935
Unallocated shares		1,168,244		1,301,988
Total		1,882,642		1,947,667
Fair value of unallocated shares	$	19,101	$	16,926

The Company recognized ESOP related compensation expense, including ESOP equalization expense, of $2.2 million, $1.5 million and $1.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Supplemental Executive Retirement Plan:

The Bank maintains a non-qualified supplemental executive retirement plan (“SERP”) for the benefit of one key executive officer. The SERP expenses recognized for the years ended December 31, 2025, 2024 and 2023 were $0.1 million for each year for the one key executive officer.

2018 Incentive Plan

The Company’s stockholders approved the PDL Community Bancorp 2018 Long-Term Incentive Plan (the “2018 Incentive Plan”) at the Special Meeting of Stockholders on October 30, 2018. The maximum number of shares of common stock which can be issued under the 2018 Incentive Plan is 1,248,469. Of the 1,248,469 shares, the maximum number of shares that may be awarded under the 2018 Incentive Plan pursuant to the exercise of stock options or stock appreciation rights (“SARs”) is 891,764 shares (all of which may be granted as incentive stock options), and the number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 356,705 shares. However, the 2018 Incentive Plan contains a flex feature that provides that awards of restricted stock and restricted stock units in excess of the 356,705 share limitation may be granted but each share of stock covered by such excess award shall reduce the 891,764 share limitation for awards of stock options and SARs by 3.0 shares of common stock.

The product of the number of units granted and the grant date market price of the Company’s common stock determine the fair value of restricted stock units under the Company’s 2018 Incentive Plan. Management recognizes compensation expense for the fair value of restricted stock units on a straight-line basis over the requisite service period for the entire award.

2023 Long-Term Incentive Plan

The Company’s stockholders approved the 2023 Long-Term Incentive Plan (the “2023 Incentive Plan”) at the Special Meeting of Stockholders on June 15, 2023. The maximum number of shares of common stock which can be issued under the Plan is 1,920,368. Of the 1,920,368 shares, the maximum number of shares that may be awarded under the Plan pursuant to the exercise of stock options or stock appreciation rights (“SARs”) is 1,371,691 shares (all of which may be granted as incentive stock options), and the number of shares of common stock that may be issued as restricted stock awards or restricted stock units is 548,677 shares.

A summary of the Company’s restricted stock units activity and related information for the years ended December 31, 2025 and 2024 are as follows:


	December 31, 2025
	Number of Shares			Weighted- Average Grant Date Fair Value Per Share
Non-vested, beginning of year		566,490		$	9.53
Granted		23,000			13.45
Vested		(155,579	)		9.61
Forfeited		—			—
Non-vested at December 31		433,911		$	9.71


	December 31, 2024
	Number of Shares			Weighted- Average Grant Date Fair Value Per Share
Non-vested, beginning of year		745,873		$	9.52
Granted		—			—
Vested		(176,883	)		9.50
Forfeited		(2,500	)		9.50
Non-vested at December 31		566,490		$	9.53

Compensation expense related to restricted stock units for the years ended December 31, 2025, 2024 and 2023 was $1.4 million, $1.6 million and $1.6 million, respectively. As of December 31, 2025, the total remaining unrecognized compensation cost related to restricted stock units was $4.0 million, which is expected to be recognized over the next 20 quarters.

A summary of the Company’s stock options awards activity and related information for the years ended December 31, 2025 and 2024 are as follows:


	December 31, 2025
	Options			Weighted- Average Exercise Price Per Share
Outstanding, beginning of year		748,265		$	9.94
Granted		135,000			13.77
Exercised		(19,254	)		14.37
Forfeited		(10,203	)		11.82
Outstanding at December 31		853,808		$	10.42
Exercisable at December 31 (1)		439,776		$	9.52


	December 31, 2024
	Options			Weighted- Average Exercise Price Per Share
Outstanding, beginning of year		792,621		$	9.90
Granted		—			—
Exercised		—			—
Forfeited		(44,356	)		9.24
Outstanding at December 31		748,265		$	9.94
Exercisable at December 31 (1)		343,848		$	9.21

(1)

The aggregate intrinsic value, which represents the difference between the price of the Company’s common stock at respective periods and the stated exercise price of the underlying options, was $5.0 million for outstanding options and $3.0 million for exercisable options at December 31, 2025 and $2.3 million for outstanding options and $1.3 million for exercisable options at December 31, 2024.

The weighted-average exercise price for outstanding options as of December 31, 2025 was $10.42 per share and the weighted-average remaining contractual life is 7.0 years. The weighted-average period over which the options are expected to be recognized is 4.5 years. There were 439,776 and 343,848 shares exercisable as of December 31, 2025 and 2024. Total compensation costs related to stock options recognized was $0.5 million, $0.5 million and $0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the total remaining unrecognized compensation cost related to unvested stock options was $1.8 million, which is expected to be recognized over the next 20 quarters.

The fair value of each option grant is estimated on the date of grant using Black-Scholes option pricing model with the following weighted average assumptions:


	For the Years Ended December 31,
	2025		2024 (1)
Dividend yield	6.50%		N/A
Expected life	5.5-7.5 years		N/A
Expected volatility	35.09%		N/A
Risk-free interest rate	4.12%		N/A
Weighted average grant date fair value	$	6.01	N/A

(1) For the year ended December 31, 2024, no new options were granted.

The expected volatility is based on the Company’s historical volatility. The expected life is an estimate based on management’s review of the various factors and calculated using the simplified method for plain vanilla options. The dividend yield assumption is based on the Company’s history and expectation of dividend payouts.

Treasury Stock:

As of December 31, 2025 and 2024, 750,785 shares and 925,497 shares, respectively, were held as treasury stock. The Company records treasury stock at cost and reissued at average cost.

Note 12. Earnings Per Common Share

The following table presents a reconciliation of the number of common shares used in the calculation of basic and diluted earnings per common share:


	For the Years Ended December 31,
	2025		2024		2023
	(Dollars in thousands except share data)

Net income available to common stockholders	$	27,578	$	10,334	$	3,352
Common shares outstanding for basic EPS:
Weighted average common shares outstanding		23,997,373		23,819,684		24,263,952
Less: Weighted average unallocated Employee Stock Ownership Plan (ESOP) shares		1,251,147		1,385,030		1,518,635
Basic weighted average common shares outstanding		22,746,226		22,434,654		22,745,317
Basic earnings per common share	$	1.21	$	0.46	$	0.15
Potential dilutive common shares:
Add: Dilutive effect of restricted stock awards and stock options		314,443		117,061		76,996
Diluted weighted average common shares outstanding		23,060,669		22,551,715		22,822,313
Diluted earnings per common share	$	1.20	$	0.46	$	0.15

Note 13. Commitments, Contingencies and Credit Risk

Financial Instruments With Off-Balance-Sheet Risk: In the normal course of business, financial instruments with off-balance-sheet risk may be used to meet the financing needs of customers. These financial instruments include commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized on the Consolidated Statements of Financial Condition. The contractual amounts of these instruments reflect the extent of involvement in particular classes of financial instruments.

The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the customer default, and the value of any existing collateral become worthless. The same credit policies are used in making commitments and contractual obligations as for on-balance-sheet instruments. Financial instruments whose contractual amounts represent credit risk at December 31, 2025 and 2024 are as follows:


	December 31,
	2025		2024
	(in thousands)
Commitments to grant mortgage loans	$	395,388	$	359,170
Unfunded commitments under lines of credit		86,284		52,329
	$	481,672	$	411,499

Commitments to Grant Mortgage Loans: Commitments to grant mortgage loans are agreements to lend to a customer as long as all terms and conditions are met as established in the contract. Commitments generally have fixed expiration dates or other termination clauses, and may require payment of a fee by the borrower. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties. Material losses are not anticipated as a result of these transactions.

Commitments to Sell Loans at Lock-in Rates: In order to assure itself of a marketplace to sell its loans, the Bank has agreements with investors who will commit to purchase loans at locked-in rates. The Bank has off-balance sheet market risk to the extent that the Bank does not obtain matching commitments from these investors to purchase the loans. This will expose the Bank to the lower of cost or market valuation environment.

Repurchases, Indemnifications and Premium Recaptures: Loans sold by the Bank under investor programs are subject to repurchase or indemnification if they fail to meet the origination criteria of those programs. In addition, loans sold to investors are also subject to repurchase or indemnifications if the loan is two or three months delinquent during a set period which usually varies from six months to a year after the loan is sold. There are no open repurchase or indemnification requests for loans sold as a correspondent lender or where the Company acted as a broker in the transaction as of December 31, 2025.

Unfunded Commitments Under Lines of Credit: Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extension of credit to existing customers. These lines of credit are uncollateralized and usually contain a specified maturity date and, ultimately, may not be drawn upon to the total extent to which the Company is committed.

Unfunded Commitments with Oaktree: In December of 2021, the Bank committed to invest $5.0 million in Oaktree SBIC Fund, L.P. ("Oaktree"). As of December 31, 2025, the total unfunded commitment was $1.7 million.

Unfunded Commitments with Silvergate: In April of 2022, the Company committed to invest $5.2 million for the year ended December 31, 2024 in EJF Silvergate Ventures Fund LP ("Silvergate"). As of December 31, 2025, the total unfunded commitment was $1.4 million.

Letters of Credit: Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Letters of credit are largely cash secured.

Concentration by Geographic Location: Loans, commitments to extend credit and letters of credit have been granted to customers who are located primarily in the New York City metropolitan area. Generally, such loans most often are secured by one-to-four family residential properties. The loans are expected to be repaid from the borrowers' cash flows.

Legal Matters: The Company is involved in various legal proceedings which have arisen in the normal course of business. Management believes that resolution of these matters will not have a material effect on the Company’s financial condition or results of operations.

Note 14. Fair Value

The following fair value hierarchy is used based on the lowest level of input significant to the fair value measurement. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value:

Cash and Cash Equivalents, Placements with Banks, Accrued Interest Receivable, Advance Payments by Borrowers for Taxes and Insurance, and Accrued Interest Payable: The carrying amount is a reasonable estimate of fair value. These assets and liabilities were not recorded at fair value on a recurring basis.

Available-for-Sale Securities: These financial instruments are recorded at fair value in the consolidated financial statements on a recurring basis. Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models (e.g., matrix pricing) or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. Examples of such instruments include government agency bonds and mortgage-backed securities. Level 3 securities are securities for which significant unobservable inputs are utilized. There were no changes in valuation techniques used to measure similar assets during the period.

FHLBNY Stock: FHLBNY stock is carried at cost and classified as restricted equity securities. As a member of the FHLBNY, the Company is required to purchase and hold this stock.

FRBNY Stock: FRBNY stock is carried at cost and classified as restricted equity securities. As a member of the FRBNY, the Company is required to purchase and hold this stock.

Loans Receivable: For variable rate loans, which reprice frequently and have no significant change in credit risk, carrying values are a reasonable estimate of fair values, adjusted for credit losses inherent in the portfolios. The fair value of fixed rate loans is estimated by discounting the future cash flows using estimated market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, adjusted for credit losses inherent in the portfolios. Impaired loans are valued using a present value discounted cash flow method, or the fair value of the collateral. Loans are not recorded at fair value on a recurring basis.

Mortgage Loans Held for Sale: Mortgage loans held for sale, at fair value, consists primarily of mortgage loans originated for sale by the Bank and accounted for under the fair value option. These assets are valued using stated investor pricing for substantially equivalent loans as Level 2. In determining fair value, such measurements are derived based on observable market data, investor commitments, or broker quotations, including whole-loan transaction pricing and similar market transactions adjusted for portfolio composition, servicing value and market conditions. Loans held for sale by the Bank are carried at the lower of cost or fair value as determined by investor bid prices.

Under the fair value option, management has elected, on an instrument-by-instrument basis, fair value accounting for substantially all forms of mortgage loans originated for sale on a recurring basis. As of December 31, 2025, the fair value carrying amount of mortgages held for sale under the fair value option was $3.4 million and the aggregate unpaid principal balance amounted to $3.3 million.

Other Real Estate Owned: Other real estate owned represents real estate acquired through foreclosure, and is recorded at fair value less estimated disposal costs on a nonrecurring basis. Fair value is based upon independent market prices, appraised values of the collateral or management's estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the asset is classified as Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the asset is classified as Level 3.

Deposits: The fair values of demand deposits, savings, NOW, reciprocal deposits and money market accounts equal their carrying amounts, which represent the amounts payable on demand at the reporting date. Fair values for fixed-term, fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates on certificates of deposit to a schedule of aggregated expected monthly maturities on such deposits. Deposits are not recorded at fair value on a recurring basis.

FHLBNY Advances: The fair value of the advances is estimated using a discounted cash flow calculation that applies current market-based FHLBNY interest rates for advances of similar maturity to a schedule of maturities of such advances. These borrowings are not recorded at fair value on a recurring basis.

Off-Balance-Sheet Instruments: Fair values for off-balance-sheet instruments (lending commitments and letters of credit) are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. Off-balance-sheet instruments are not recorded at fair value on a recurring basis.

The following tables detail the assets that are carried at fair value and measured at fair value on a recurring basis as of December 31, 2025 and 2024, and indicate the level within the fair value hierarchy utilized to determine the fair value:


			December 31, 2025
Description	Total		Level 1		Level 2		Level 3
	(in thousands)
Available-for-Sale Securities, at fair value:
U.S. Government Bonds	$	2,979	$	2,979	$	—	$	—
Corporate bonds		12,763		492		12,271		—
Mortgage-Backed Securities:
Collateralized Mortgage Obligations		26,346		—		26,346		—
FHLMC Certificates		7,125				7,125
FNMA Certificates		42,906		—		42,906		—
GNMA Certificates		77		—		77		—
Mortgage Loans Held for Sale, at fair value		3,388		—		3,388		—
	$	95,584	$	3,471	$	92,113	$	—


			December 31, 2024
Description	Total		Level 1		Level 2		Level 3
	(in thousands)
Available-for-Sale Securities, at fair value:
U.S. Government Bonds	$	2,873	$	2,873	$	—	$	—
Corporate bonds		20,404		330		20,074		—
Mortgage-Backed Securities:
Collateralized Mortgage Obligations		28,535		—		28,535		—
FHLMC Certificates		7,662		—		7,662		—
FNMA Certificates		45,408		—		45,408		—
GNMA Certificates		88		—		88		—
Mortgage Loans Held for Sale, at fair value		10,736		—		10,736		—
Interest rate swap		2,005		—		2,005		—
	$	117,711	$	3,203	$	114,508	$	—

Management’s assessment and classification of an investment within a level can change over time based upon maturity or liquidity of the investment and would be reflected at the beginning of the quarter in which the change occurred.

The following tables detail the assets carried at fair value and measured at fair value on a nonrecurring basis as of December 31, 2025 and 2024 and indicate the fair value hierarchy utilized to determine the fair value:


	December 31, 2025
	Total		Level 1		Level 2		Level 3
	(in thousands)
Individually evaluated loans	$	26,863	$	—	$	—	$	26,863


	December 31, 2024
	Total		Level 1		Level 2		Level 3
	(in thousands)
Individually evaluated loans	$	22,966	$	—	$	—	$	22,966

Losses on assets carried at fair value on a nonrecurring basis were de minimis for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the carrying values and estimated fair values of the Company's financial instruments were as follows:


	Carrying		Fair Value Measurements
	Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
December 31, 2025
Financial assets:
Cash and cash equivalents	$	126,154	$	126,154	$	—	$	—	$	126,154
Available-for-sale securities, at fair value		92,196		3,471		88,725		—		92,196
Held-to-maturity securities, at amortized cost		272,982		—		268,875		—		268,875
Placements with banks		249		—		249		—		249
Mortgage loans held for sale, at fair value		3,388		—		3,388		—		3,388
Loans receivable, net		2,599,258		—		—		2,577,298		2,577,298
Accrued interest receivable		17,905		—		17,905		—		17,905
FHLBNY stock		29,309		29,309		—		—		29,309
FRBNY stock		10,698		—		10,698		—		10,698
Financial liabilities:
Deposits:
Demand deposits		208,250		208,250		—		—		208,250
Interest-bearing deposits		1,133,882		1,133,882		—		—		1,133,882
Certificates of deposit		704,503		—		704,205		—		704,205
Borrowings		596,100		—		595,031		—		595,031
Accrued interest payable		3,788		—		3,788		—		3,788


	Carrying		Fair Value Measurements
	Amount		Level 1		Level 2		Level 3		Total
	(in thousands)
December 31, 2024
Financial assets:
Cash and cash equivalents	$	139,839	$	139,839	$	—	$	—	$	139,839
Available-for-sale securities, at fair value		104,970		3,203		101,767		—		104,970
Held-to-maturity securities, at amortized cost		367,938		—		355,294		—		355,294
Placements with banks		249		—		249		—		249
Mortgage loans held for sale, at fair value		10,736		—		10,736		—		10,736
Loans receivable, net		2,286,599		—		—		2,260,989		2,260,989
Accrued interest receivable		17,771		—		17,771		—		17,771
FHLBNY stock		29,182		29,182		—		—		29,182
Interest rate swap		2,005		—		2,005		—		2,005
Financial liabilities:
Deposits:
Demand deposits		169,178		169,178		—		—		169,178
Interest-bearing deposits		945,731		945,731		—		—		945,731
Certificates of deposit		780,304		—		778,603		—		778,603
Borrowings		596,100		—		586,562		—		586,562
Interest rate swap		2,005		—		2,005		—		2,005
Accrued interest payable		3,712		—		1,712		—		1,712

The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. There were no transfers of Level 3 assets in the fair value hierarchy at December 31, 2025 and 2024. Fair value for Level 3 securities was determined using a third-party pricing service with limited levels of activity and price transparency.

Off-Balance-Sheet Instruments: There loan commitments on which the committed interest rate is less than the current market rate insignificant at December 31, 2025 and 2024.

The fair value information about financial instruments are disclosed, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate that value. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The estimated fair value amounts for 2025 and 2024 have been measured as of their respective period-ends and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than amounts reported at each period.

The information presented should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company's assets and liabilities. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other banks may not be meaningful.

Note 15. Regulatory Capital Requirements

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal Reserve Board and the OCC. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s operations and financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation require the maintenance of minimum amounts and ratios (set forth in the table below) of total risk-based and Tier 1 capital to risk-weighted assets (as defined), common equity Tier 1 capital (as defined), and Tier 1 capital to adjusted total assets (as defined) adjusted total assets (as defined). As of December 31, 2025 and 2024, the applicable capital adequacy requirements specified below have been met.

The below minimum capital requirements exclude the capital conservation buffer required to avoid limitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers. The applicable capital buffer for the Bank was 13.6% and 13.5% at December 31, 2025 and 2024, respectively.

The most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and the Bank must maintain minimum total risk-based, common equity risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There were no conditions or events since then of which management is aware that have changed the Bank's category.

The Company's and the Bank’s actual capital amounts and ratios as of December 31, 2025 and 2024 as compared to regulatory requirements are as follows:


									To Be Well
									Capitalized Under
						For Capital			Prompt Corrective
	Actual					Adequacy Purposes			Action Provisions
	Amount		Ratio			Amount		Ratio	Amount		Ratio
	(Dollars in thousands)
December 31, 2025
Ponce Financial Group, Inc.
Total Capital to Risk-Weighted Assets	$	579,833		23.00	%	$	201,663	8.00%	$	252,079		10.00	%
Tier 1 Capital to Risk-Weighted Assets		552,260		21.91	%		151,247	6.00%		201,663		8.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets		327,260		12.98	%		113,436	4.50%		163,851		6.50	%
Tier 1 Capital to Average Assets		552,260		17.27	%		127,880	4.00%		159,850		5.00	%
Ponce Bank
Total Capital to Risk-Weighted Assets	$	543,076		21.63	%	$	200,847	8.00%	$	251,059		10.00	%
Tier 1 Capital to Risk-Weighted Assets		515,502		20.53	%		150,635	6.00%		200,847		8.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets		515,502		20.53	%		112,976	4.50%		163,188		6.50	%
Tier 1 Capital to Average Assets		515,502		16.12	%		127,945	4.00%		159,931		5.00	%


									To Be Well
									Capitalized Under
						For Capital			Prompt Corrective
	Actual					Adequacy Purposes			Action Provisions
	Amount		Ratio			Amount		Ratio	Amount		Ratio
	(Dollars in thousands)
December 31, 2024
Ponce Financial Group, Inc.
Total Capital to Risk-Weighted Assets	$	546,128		22.98	%	$	190,147	8.00%	$	237,684		10.00	%
Tier 1 Capital to Risk-Weighted Assets		520,796		21.91	%		142,611	6.00%		190,147		8.00	%
Common Equity Tier 1 Capital to Risk-Weighted Assets		295,796		12.44	%		106,958	4.50%		154,495		6.50	%
Tier 1 Capital to Average Assets		520,796		17.70	%		117,715	4.00%		147,144		5.00	%
Ponce Bank
Total Capital to Risk-Weighted Assets	$	507,632		21.47	%	$	189,137	8.00%	$	236,421		10.00	%
Tier 1 Capital to Risk-Weighted Assets		482,300		20.40	%		141,583	6.00%		189,137		8.00	%
Common Equity Tier 1 Capital Risk-Weighted Assets		482,300		20.40	%		106,390	4.50%		153,674		6.50	%
Tier 1 Capital to Average Assets		482,300		15.81	%		122,011	4.00%		152,514		5.00	%

Note 16. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:


	December 31, 2024			Change		December 31, 2025
	(in thousands)
Unrealized losses on available-for-sale securities, net	$	(15,297	)	$	4,477	$	(10,820	)
Total	$	(15,297	)	$	4,477	$	(10,820	)


	December 31, 2023			Change		December 31, 2024
	(in thousands)
Unrealized losses on available-for-sale securities, net	$	(15,649	)	$	352	$	(15,297	)
Total	$	(15,649	)	$	352	$	(15,297	)

Note 17. Transactions with Related Parties

Directors, executive officers and non-executive officers of the Company have been customers of and have had transactions with the Bank, and it is expected that such persons will continue to have such transactions in the future. Aggregate loan transactions with related parties for the years ended December 31, 2025, 2024, and 2023 were as follows:


	For the Years Ended December 31,
	2025			2024			2023
	(in thousands)
Beginning balance	$	7,671		$	8,810		$	8,318
Originations		1,650			1,880			1,725
Payments		(229	)		(3,019	)		(1,233	)
Ending balance	$	9,092		$	7,671		$	8,810

The Company held deposits in the amount of $8.6 million, $8.8 million and $8.4 million from officers and directors at December 31, 2025, 2024 and 2023, respectively.

Note 18. Parent Company Only Financial Statements

The following Condensed Statements of Financial Condition at December 31, 2025 and 2024 and Condensed Statements of Operations and Cash Flows for the ears ended December 31, 2025 and 2024 for Ponce Financial Group (parent company only) reflected the Company's investment in its wholly-owned subsidiaries, the Bank using the equity method of accounting.

Condensed Statements of Financial Condition


	December 31,
ASSETS	2025		2024
	(in thousands)
Cash and cash equivalents	$	15,062	$	13,889
Investment in Ponce Bank		504,790		467,003
Investment in Lending Front		1,000		1,000
Investment in Bamboo		4,392		4,392
Loan receivable - ESOP		11,130		12,235
Other assets		5,489		7,238
Total assets	$	541,863	$	505,757

LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities and accrued expenses	$	314	$	257
Stockholders' equity		541,549		505,500
Total liabilities and stockholders' equity	$	541,863	$	505,757

Condensed Statements of Operations


	For the Years Ended December 31,
	2025			2024			2023
	(in thousands)
Interest on ESOP loan	$	249		$	272		$	294
Net interest income		249			272			294
Non-interest expense:
Share-based compensation expense		1,928			2,074			1,888
Management fee expense		419			557			712
Office occupancy and equipment		74			69			96
Professional fees		1,436			2,204			2,042
Other non-interest expenses		(114	)		94			100
Total noninterest expense		3,743			4,998			4,838
Loss before income taxes		(3,494	)		(4,726	)		(4,544	)
Benefit for income taxes		(812	)		(977	)		(834	)
Equity in undistributed earnings of Ponce Bank		31,385			14,721			7,062
Net income	$	28,703		$	10,972		$	3,352
Dividends on preferred stock		1,125			638			—
Net income available to common stockholders	$	27,578		$	10,334		$	3,352

Condensed Statements of Cash Flows


	For the Years Ended December 31,
	2025			2024			2023
	(in thousands)
Cash Flows from Operating Activities:
Net income	$	28,703		$	10,972		$	3,352
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Equity in undistributed earnings of subsidiaries		(31,385	)		(14,721	)		(7,062	)
Deferred income tax (benefit)		411			2,983			(798	)
Share-based compensation expense		1,928			2,074			1,888
(Decrease) increase in other assets		1,337			(753	)		(968	)
Net increase (decrease) in other liabilities		57			(299	)		250
Net cash provided by (used in) operating activities		1,051			256			(3,338	)
Cash Flows from Investing Activities:
Investment in Bamboo		—			(669	)		(1,223	)
Repayment of ESOP Loan		1,105			1,082			1,060
Net cash provided by (used in) investing activities		1,105			413			(163	)
Cash Flows from Financing Activities:
Stock options exercised		142			—			—
Repurchase of treasury shares		—			—			(11,009	)
Dividends paid on preferred stock		(1,125	)		(588	)		—
Net cash used in by financing activities		(983	)		(588	)		(11,009	)
Net increase (decrease) in cash and cash equivalents		1,173			81			(14,510	)
Cash and cash equivalents at beginning of year		13,889			13,808			28,318
Cash and cash equivalents at end of year	$	15,062		$	13,889		$	13,808

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure

a)

Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2025. Based on that evaluation, the Company’s management, including the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.

b)

Management’s Annual Report

The management of the Company is responsible for establishing and maintaining adequate internal control (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to the Company’s Chief Executive Officer and Chief Financial Officer regarding the reliability of financial reporting and preparation of the Company’s financial statements in accordance with GAAP.

In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that any controls and procedures, no matter how well designed and operated, can provide only a reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on management’s assessment, the Company believes that, as of December 31, 2025, the Company’s internal control over financial reporting was effective based on the criteria established by Internal Control—Integrated Framework (2013) issued by COSO.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Forvis Mazars, LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.

c)

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the fourth quarter of the year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information.

During the three months ended December 31, 2025, no directors or executive officers of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) and /or any "Rule 10b5-1 trading arrangement."

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The “Proposal I - Election of Directors – Directors, and – Executive Officer who is not a Director” and “Code of Business Conduct and Ethics” sections of the Company’s definitive proxy statement for the Company’s 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”) are incorporated herein by reference.

Item 11. Executive Compensation.

The “Executive Compensation” section of the 2026 Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The “Voting Securities and Principal Holders” and “Executive Compensation – Benefit Plans and Agreements – Long-Term Incentive Plan” sections of the Company’s 2026 Proxy statement are incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The “Transactions with Certain Related Persons, - Board Independence and -Meetings and Committees of the Board of Directors” sections of the Company’s 2026 Proxy statement are incorporated herein by reference.

Item 14. Principal Accounting Fees and Services.

The “Proposal II - Ratification of Appointment of Independent Registered Public Accounting Firm” section of the 2026 Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1) Financial Statements

The following are filed as a part of this Form 10-K under Item 8:

(A) Reports of Independent Registered Public Accounting Firm

(B) Consolidated Statements of Financial Condition as of December 31, 2025 and 2024

(C) Consolidated Statements of Operations for the Years ended December 31, 2025, 2024, and 2023

(D) Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025, 2024, and 2023

(E) Consolidated Statements Stockholders’ Equity for the Years ended December 31, 2025, 2024, and 2023

(F) Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024, and 2023

(G) Notes to the Consolidated Financial Statements.

(a)(2) Financial Statement Schedules

None.

(a)(3) Exhibits

Exhibit Index


Exhibit Number		Description

3.1		Articles of Incorporation of Ponce Financial Group, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-258394) filed with the Commission on August 3, 2021).

3.2		Bylaws of Ponce Financial Group, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-1 (File No. 333-258394) filed with the Commission on August 3, 2021).

3.3		Articles Supplementary to the Charter of Ponce Financial Group, Inc. (incorporated by reference to Exhibit 3.1 to Ponce Financial Group, Inc.’s current report on Form 8-K (File No. 001-41255) filed with the Commission on June 9, 2022).

4.1		Form of Common Stock Certificate of Ponce Financial Group, Inc. (incorporated by reference to Exhibit 4.0 to the Registrant’s amendment No. 1 to the Form S-1 (File No, 333-258394) filed with the Commission on November 5, 2021).

4.2		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.(incorporated by reference to Exhibit 4.2 to Ponce Financial Group’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-41255) filed with the Commission on March 31, 2022).

10.1†		Ponce Bank Employee Stock Ownership Program with 401(k) provisions. (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K (Filed No. 001-41255) filed with the Commission on March 21, 2023).

10.2†		Amendment No.1 to the Ponce Bank Employee Stock Ownership Program with 401(k) provisions. (incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-K (File No. 001-41255) filed with the Commission on March 21, 2003).

10.3†		Ponce De Leon Federal Deferred Compensation Plan (incorporated by refence to Exhibit 10.3 to the PDL Community Bancorp’s Form S-1 (File No. 333-217275) filed with the Commission on April 12, 2017).

10.4†		Employment Agreement, dated as of March 23, 2017, by and between Ponce de Leon Federal Bank and Carlos P. Naudon (incorporated by reference to Exhibit 10.4 to the PDL Community Bancorp’s Form S-1 (File No. 333-217275) filed with the Commission on April 12, 2017).

10.5†		Employment Agreement entered into by and among Ponce Bank Mutual Holding Company, PDL Community Bancorp and Carlos P. Naudon (incorporated by reference to Exhibit 10.5 to the PDL Community Bancorp’s Form S-1 (File No. 333-217275) filed with the Commission on April 12, 2017).

10.6†		Employment Agreement, dated March 23, 2017, by and between Ponce De Leon Federal Bank and Steven Tsavaris (incorporated by reference to Exhibit 10.6 to the PDL Community Bancorp’s Form S-1 (File No. 333-217275) filed with the Commission on April 12, 2017).

10.7†		Employment Agreement entered into by and among Ponce Bank Mutual Holding Company, PDL Community Bancorp and Steven Tsavaris (incorporated by reference to Exhibit 10.7 to the PDL Community Bancorp’s Form S-1 (File No. 333-217275) filed with the Commission on April 12, 2017).

10.8†		Change in Control Agreement between Ponce Bank and Sergio Vaccaro, dated November 26, 2024 (incorporated by reference to Exhibit 10.1 to Ponce Financial Group, Inc.’s current report on Form 8-K (File No. 001-41255) filed with the Commission on November 27, 2024).


10.9†		Form of Change in Control Agreement with certain executive officers (incorporated by reference to Exhibit 10.9 to Ponce Financial Group, Inc.’s annual report on Form 10-K (File No. 001-41255) filed with the Commission on March 13, 2025).

10.10†		Specimen Form of Restricted Stock Unit Award Agreement for Employees under the 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.10 to Ponce Financial Group, Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).
10.11†		Specimen Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.11 to Ponce Financial Group, Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).

10.12†		Specimen Form of Stock Option Agreement for Employees‎ under the 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.12 to Ponce Financial Group, Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).
10.13†		Specimen Form of Stock Option Agreement for Non-Employee Directors under the 2018 Long Term Incentive Plan (incorporated by reference to Exhibit 10.13 to Ponce Financial Group, Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).
10.14†		Specimen Form of Restricted Stock Unit Award Agreement for Employees under the 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.14 to Ponce Financial Group, Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).
10.15†		Specimen Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.15 to Ponce Financial Group's Inc's annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).

10.16†		Specimen Form of Stock Option Agreement for Employees under the 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.16 to Ponce Financial Group's Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).

10.17†		Specimen Form of Stock Option Agreement for Non-Employee Directors under the 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.17 to Ponce Financial Group, Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).

10.18†		Specimen Form of Premium Stock Option Agreement for Employees under the 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.18 to Ponce Financial Group, Inc.'s annual report on Form 10-K (Filed No. 000-41255) filed with the Commission on March 13, 2025).

10.19†		Specimen Form of Premium Stock Option Agreement for Non-Employee Directors under the 2023 Long Term Incentive Plan (incorporated by reference to Exhibit 10.19 to Ponce Financial Group, Inc.'s annual report on Form 10-K (File No. 000-41255) filed with the Commission on March 13, 2025).

10.21†		PDL Community Bancorp 2018 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 (File No. 333-262674) filed with the ‎Commission on February 11, 2022).‎

10.22†		Ponce Financial Group, Inc. 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K (File No. 001-41255) filed with the Commission on June 16, 2023).

10.23		Letter Agreement and Securities Purchase Agreement, dated June 7, 2022, by and among Ponce Financial Group and Treasury (attached as Exhibit 10.1 to Ponce Financial Group, Inc.’s current report on Form 8-K (File No. 001-41255) filed with the Commission on June 9, 2022).


10.24		Registration Rights Agreement between Ponce Financial Group and the Treasury, dated June 7, 2022 (incorporated by reference to Exhibit 10.2 to Ponce Financial Group, Inc.’s current report on Form 8-K (File No. 001-41255) filed with the Commission on June 9, 2022).

10.25		ECIP Securities Purchase Option Agreement ‎dated December 20, 2024, by and between Ponce Financial Group, Inc. and the United States Department of the Treasury (incorporated by reference to Exhibit 10.1 to Ponce Financial Group, Inc.’s current report on Form 8-K (File No. 001-41255) filed with the Commission on December 23, 2025).

19.1*		Ponce Financial Group Insider Trading and Confidentiality Policy.

21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant's Form10-K (File No. 0001-41255) filed with the Commission on March 19, 2024).

23.1*		Consent of Forvis Mazars, LLP

23.2*		Consent of Mazars USA LLP

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1		Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant's Form 10-K (File No. 001-41255) filed with the Commission on March 19, 2024).

101.INS		XBRL Instance Document (embedded within the Inline XBRL)
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

† Management contract or compensatory plan.

Item 16. FORM 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Ponce Financial Group, Inc.

Date: March 12, 2026	By:	/s/ Carlos P. Naudon
		Carlos P. Naudon
		President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.


Name	Title	Date

/s/ Carlos P. Naudon	President, Chief Executive Officer and Director	March 12, 2026
Carlos P. Naudon

/s/ Sergio J. Vaccaro	Executive Vice President and Chief Financial Officer	March 12, 2026
Sergio J. Vaccaro

/s/ Steven A. Tsavaris	Executive Chairman and Director	March 12, 2026
Steven A. Tsavaris

/s/ James Demetriou	Director	March 12, 2026
James Demetriou

/s/ Maria Alvarez	Director	March 12, 2026
Maria Alvarez

/s/ Nick Lugo	Director	March 12, 2026
Nick Lugo

/s/ James Perez	Director	March 12, 2026
James Perez