Ponce Financial Group (NASDAQ: PDLB) ESOP reports 1.87M-share, 7.7% stake

Rhea-AI Filing Summary

Ponce Bank Employees Stock Ownership Plan, with Pentegra Trust Company as trustee, reported beneficial ownership of 1,873,224 shares of Ponce Financial Group common stock, representing 7.7% of the class based on 24,187,901 shares outstanding as of March 31, 2026. The trustee holds sole voting power of 1,168,244 shares and shared voting power of 704,980. The filing is an Amendment No. 4 to the Schedule 13G and is signed by Paula Edmonds, Senior Vice President, dated 05/07/2026.

Key Figures

Beneficially owned shares: 1,873,224 shares Percent of class: 7.7% Shares outstanding: 24,187,901 shares +2 more

5 metrics

Beneficially owned shares 1,873,224 shares Amount beneficially owned reported by ESOP/trustee

Percent of class 7.7% Based on shares outstanding as of March 31, 2026

Shares outstanding 24,187,901 shares Shares outstanding as of March 31, 2026

Sole voting power 1,168,244 shares Sole power to vote held by the trustee

Shared voting power 704,980 shares Shared power to vote as reported on cover page

Key Terms

ESOP, Pentegra Trust Company, Schedule 13G/A

3 terms

ESOP financial

"Shares of common stock are held in trust for the benefit of participating employees"

An Employee Stock Ownership Plan (ESOP) is a program that gives employees ownership shares in their company, often as part of their benefits package. It acts like a company-sponsored savings plan, allowing workers to have a stake in the company's success, which can boost motivation and loyalty. For investors, ESOPs can influence company decisions and stock value, making them an important aspect of corporate ownership and governance.

Pentegra Trust Company other

"Ponce Bank Employees Stock Ownership Plan with 401(k) Provisions; Pentegra Trust Company, Trustee"

Schedule 13G/A regulatory

"(Amendment No. 4 ) Ponce Financial Group, Inc. Common Stock"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Ponce Financial Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

732344106

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 732344106

1

Names of Reporting Persons

Ponce Bank Employees Stock Ownership Plan with 401(k) Provisions; Pentegra Trust Company, Trustee

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MAINE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,168,244.00
6	Shared Voting Power 704,980.00
7	Sole Dispositive Power 1,873,224.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,873,224.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.7 %

12

Type of Reporting Person (See Instructions)

EP

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ponce Financial Group, Inc.
(b)	Address of issuer's principal executive offices: 2244 Westchester Avenue, Bronx, NY 10462
Item 2.
(a)	Name of person filing: Ponce Bank Employees Stock Ownership Plan with 401(k) Provisions; Pentegra Trust Company, Trustee
(b)	Address or principal business office or, if none, residence: c/o Pentegra Services, Inc., 2 Enterprise Drive, Suite 408, Shelton, CT 06484
(c)	Citizenship: Maine
(d)	Title of class of securities: Common Stock, $0.01 par value
(e)	CUSIP No.: 732344106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Box 9 on cover page
(b)	Percent of class: See Box 11 on cover page. Based on 24,187,901 shares outstanding as of March 31, 2026
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Box 5 on cover page. Shares of common stock are held in trust for the benefit of participating employees by the Trustee. Pursuant to the terms of the ESOP, the Trustee has the ability to vote shares allocated to participant accounts as directed by participants as well as unallocated shares for which no voting instructions are received in the same proportion as shares for which the Trustee has received voting instructions from participants.
	(ii) Shared power to vote or to direct the vote: See Box 6 on cover page.
	(iii) Sole power to dispose or to direct the disposition of: See Box 7 on cover page.
	(iv) Shared power to dispose or to direct the disposition of: See Box 8 on cover page.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ponce Bank Employees Stock Ownership Plan with 401(k) Provisions; Pentegra Trust Company, Trustee

Signature:	/s/Paula Edmonds
Name/Title:	Senior Vice President
Date:	05/07/2026

FAQ

What stake does the Ponce Bank ESOP hold in PDLB?

The Ponce Bank Employees Stock Ownership Plan holds 1,873,224 shares, representing 7.7% of common stock based on 24,187,901 shares outstanding as of March 31, 2026. The shares are held in trust by Pentegra Trust Company.

How much voting power does the trustee have for PDLB shares?

Pentegra Trust Company, as trustee, has sole voting power for 1,168,244 shares and shared voting power for 704,980 shares, under the ESOP's voting procedures for allocated and unallocated participant accounts.

Who filed the Schedule 13G/A amendment for PDLB?

The filing was made by Ponce Bank Employees Stock Ownership Plan with 401(k) Provisions, with Pentegra Trust Company as trustee, and signed by Paula Edmonds, Senior Vice President on 05/07/2026.

What is the reporting date and share outstanding figure used?

The Schedule 13G/A cites 24,187,901 shares outstanding as of March 31, 2026, which is the basis for the reported 7.7% beneficial ownership percentage attributed to the ESOP trustee.