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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 2513, 2025

Ponce Financial Group, Inc.

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-41255	87-1893965
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2244 Westchester Avenue
Bronx, New York		10462
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (718) 931-9000

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	PDLB	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~April~~May 2513, 2025, Ponce Financial Group, Inc., (the ~~holding~~“Company”) ~~company~~announced ~~for~~that ~~Ponce~~its ~~Bank~~wholly-owned ~~(the~~subsidiary, "Ponce Bank"), ~~issued~~which is currently a ~~press~~federally ~~release~~chartered ~~announcing~~stock ~~its~~savings ~~financial~~association, ~~results~~has ~~with~~adopted ~~respect~~a toplan ~~its~~of ~~first~~conversion ~~quarter~~to ~~ended~~convert ~~March~~to ~~31,~~a ~~2025~~national bank. In ~~The~~connection with the conversion of Ponce Bank, the Company’s ~~press~~has ~~release~~filed isan ~~included~~application aswith ~~Exhibit~~the ~~99.1~~Federal Reserve Board to ~~this~~become ~~report~~a bank holding company, which application is currently awaiting regulatory approval.

~~The~~Ponce ~~information~~Bank ~~set~~is ~~forth~~seeking into ~~this~~become ~~Item~~a ~~2.02~~national ~~and~~bank in ~~the~~order ~~attached~~to ~~Exhibit~~increase ~~99.1~~bank ispowers, ~~deemed~~including toits beeligibility ~~“furnished”~~to ~~and~~receive ~~shall~~municipal ~~not~~deposits bein ~~deemed~~New toYork. However, bethe ~~“filed”~~Company ~~for~~and ~~purposes~~Ponce ofBank ~~Section~~do 18not ofexpect ~~the~~any ~~Securities~~material ~~Exchange~~changes ~~Act~~in oftheir ~~1934,~~core business as ~~amended~~a (result of the ~~“Exchange~~Company ~~Act”),~~becoming ora ~~otherwise~~bank ~~subject~~holding tocompany ~~the~~and ~~liabilities~~Ponce ofBank ~~that~~becoming ~~Section~~a national bank.

~~Item 7.01 Regulation FD Disclosure.~~SIGNATURE

~~The~~Pursuant ~~Company is scheduled~~ to ~~make~~the ~~presentations~~requirements ~~to current and prospective investors after April 25, 2025. Attached as Exhibit 99.2~~ of ~~this~~the ~~Form~~Securities ~~8-K~~Exchange isAct ~~a copy~~ of ~~the presentation which Ponce Financial Group~~1934, ~~Inc.~~the ~~will~~registrant ~~make~~has ~~available~~duly atcaused ~~these~~this ~~presentations~~report ~~and~~to ~~will~~be ~~post~~signed on its ~~website~~behalf atby ~~www.poncebank.com. This report is being furnished to~~ the ~~SEC~~undersigned ~~and~~thereunto ~~shall~~duly ~~not be deemed "filed" for any purpose~~authorized.

Item 9.01 Financial Statements and Exhibits.


			Ponce Financial Group, Inc.

Date:	May 13, 2025	By:	/s/ Carlos P. Naudon
			Carlos P. Naudon President and Chief Executive Officer

(d)Exhibits.

Exhibit Number		Description
99.1		Press release dated April 25, 2025
99.2		Presentation of Ponce Financial Group
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Ponce Financial Group, Inc.
Date:	April 25, 2025	By:	/s/ Carlos P. Naudon
			Carlos P. NaudonPresident and Chief Executive Officer

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