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Form 8-K

sec.gov

8-K — Ponce Financial Group, Inc.

Accession: 0001193125-26-431222

Filed: 2026-10-26

Period: 2026-10-26

CIK: 0001874071

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pdlb-20261026.htm (Primary)

EX-99.1 (pdlb-ex99_1.htm)

EX-99.2 (pdlb-ex99_2.htm)

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8-K

8-K (Primary)

Filename: pdlb-20261026.htm · Sequence: 1

8-K

0001874071false00018740712026-10-262026-10-26

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): October 26, 2026

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 2.02 Results of Operations and Financial Condition.

On October 26, 2026, Ponce Financial Group, Inc. (the "Company"), the holding company for Ponce Bank, National Association ("Ponce Bank" or the "Bank"), issued a press release announcing its financial results with respect to its third quarter ended September 30, 2026. The Company’s press release is included as Exhibit 99.1 to this report.

The information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.

Item 7.01 Regulation FD Disclosure.

The Company is scheduled to make presentations to current and prospective investors after October 26, 2026. Attached as Exhibit 99.2 of this Form 8-K is a copy of the presentation which Ponce Financial Group, Inc. will make available at these presentations and will post on its website at www.poncebank.com. This report is being furnished to the SEC and shall not be deemed "filed" for any purpose.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number

Description

99.1

Press release dated October 26, 2026

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:

October 26, 2026

By:

/s/ Carlos P. Naudon

Carlos P. Naudon

President and Chief Executive Officer

EX-99.1

EX-99.1

Filename: pdlb-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Ponce Financial Group, Inc. Reports Third Quarter 2026 Results

NEW YORK, October 26, 2026 - Ponce Financial Group, Inc., (the “Company”) (Nasdaq: PDLB), the holding company for Ponce Bank, National Association ("Ponce Bank" or the “Bank”), today announced results for the third quarter of 2026.

Third Quarter 2026 Highlights (Compared to Prior Periods):

•

Net income available to common stockholders was $18.0 million, or $0.76 per diluted share for the three months ended September 30, 2026, as compared to net income available to common stockholders of $8.2 million, or $0.35 per diluted share for the three months ended June 30, 2026 and net income available to common stockholders of $6.2 million, or $0.27 per diluted share for the three months ended September 30, 2025. Net income for the three months ended September 30, 2026 was $18.2 million. The Company paid dividends of $0.3 million on its preferred stock during the three months ended September 30, 2026.

•

Included in the $18.0 million of net income available to common stockholders for the third quarter of 2026 results is $57.5 million in total interest and dividend income, $5.9 million in benefit for income taxes and $0.9 million in non-interest income, offset by $23.5 million in interest expense, $19.2 million in non-interest expense, $3.2 million in provision for credit losses and $0.3 million in dividends on preferred shares.

•

The third quarter of 2026 results include certain unusual, non-recurring items. Specifically, the benefit for income taxes includes the release of the $10.5 million valuation allowance against the Company’s New York State and New York City deferred tax assets. The $1.2 million loss on real property included in non-interest income is due to the move of our Flushing property to held for sale. Non-interest income also includes a $0.4 million gain from the Company’s investment in Oaktree and Silvergate funds.

•

Net interest income of $34.0 million for the third quarter of 2026 increased $3.9 million, or 13.07%, from the prior quarter and increased $8.7 million, or 34.62%, from the same quarter last year. Interest income for the quarter includes $0.8 million from a satisfied, former non-accrual loan.

•

Net interest margin was 3.86% for the third quarter of 2026, versus 3.66% for the prior quarter and 3.30% for the same quarter last year.

Nine Months 2026 Highlights (Compared to 2025)

•

Net income available to common stockholders was $34.5 million, or $1.47 per diluted share for the nine months ended September 30, 2026, as compared to net income available to common stockholders of $17.7 million, or $0.77

per diluted share for the nine months ended September 30, 2025. Net income for the nine months ended September 30, 2026 and 2025 was $35.4 million and $18.6 million, respectively. The Company paid dividends of $0.8 million on its preferred stock during both the nine months ended September 30, 2026 and 2025.

•

Net interest income for the nine months ended September 30, 2026 was $92.3 million, an increase of $20.4 million, or 28.38%, compared to $71.9 million for the nine months ended September 30, 2025.

•

Non-interest income for the nine months ended September 30, 2026 was $4.4 million, a decrease of $1.5 million, or 25.52%, from $5.9 million for the nine months ended September 30, 2025.

•

Non-interest expense for the nine months ended September 30, 2026 was $54.6 million, an increase of $4.2 million, or 8.41%, compared to $50.4 million for the nine months ended September 30, 2025.

•

Cash and equivalents were $132.2 million as of September 30, 2026, an increase of $6.1 million, or 4.80%, from $126.2 million as of December 31, 2025.

•

Securities totaled $320.7 million as of September 30, 2026, a decrease of $44.5 million, or 12.19%, from $365.2 million as of December 31, 2025 primarily due to regular principal payments and the maturity of one available-for-sale security in the amount of $3.0 million.

•

Net loans receivable were $3.08 billion as of September 30, 2026, an increase of $481.8 million, or 18.54%, from $2.60 billion as of December 31, 2025.

•

Deposits were $2.37 billion as of September 30, 2026, an increase of $321.1 million, or 15.69%, from $2.05 billion as of December 31, 2025.

1

President and Chief Executive Officer’s Comments

Carlos P. Naudon, Ponce Financial Group, Inc.’s President and CEO, stated “Ponce continues to show strong results and deliver shareholder value. While the quarter includes some non-recurring items, our performance was robust even before accounting for those one-time events. Book value per share stands at $14.60, representing a $1.90 increase over the last twelve months. Furthermore, our net interest income continues to benefit from disciplined pricing and growth in earning assets, while non-performing assets decreased during the quarter to 50 basis points. Our capital position remains exceptionally strong and well in excess of regulatory requirements. We remain deeply committed to the communities we serve, and we will continue investing in both our people and technology to drive further operational efficiency.”

Executive Chairman’s Comment

Steven A. Tsavaris, Ponce Financial Group’s Executive Chairman added “We are pleased with our robust business activity during the quarter. As previously reported, we filed our second-quarter Quarterly Supplemental Report (QSR), which marks 16 consecutive quarters of deep impact lending above the 60% required threshold to repurchase our Preferred Stock. The U.S. Department of the Treasury has confirmed that the Company met this deep impact threshold. Consequently, we are actively collaborating with Treasury and its legal counsel to finalize the next steps for the Preferred Stock repurchase.”

ECIP

The consummation of any such repurchase of our Preferred Stock is subject to the satisfaction of additional conditions, including satisfying certain eligibility criteria. Although the Company currently expects that it will satisfy all other necessary conditions, there can be no assurance if and when such repurchase will be consummated with Treasury.

The table below indicates the Key Metrics at or for the three months ended:

At or for the Three Months Ended

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

Performance Ratios:

Return on average assets (1)

1.99

%

1.00

%

1.07

%

1.26

%

0.82

%

Return on common equity (1)

20.18

%

9.81

%

10.37

%

12.50

%

8.10

%

Net interest margin (1) (2)

3.86

%

3.66

%

3.61

%

3.57

%

3.30

%

Non-interest expense to average assets (1)

2.13

%

2.14

%

2.14

%

2.06

%

2.10

%

Efficiency ratio (3)

55.21

%

57.41

%

56.96

%

52.95

%

62.15

%

Capital Ratios:

Total capital to risk-weighted assets (Ponce Financial Group)

18.66

%

20.00

%

21.23

%

23.00

%

24.08

%

Common equity Tier 1 capital to risk-weighted assets (Ponce Financial Group)

10.93

%

11.51

%

12.11

%

12.98

%

13.39

%

Tier 1 capital to total assets (Ponce Financial Group)

16.46

%

16.85

%

17.22

%

17.27

%

17.33

%

Total capital to risk-weighted assets (Bank only)

16.98

%

18.88

%

20.00

%

21.63

%

21.79

%

Common equity Tier 1 capital to risk-weighted assets (Bank only)

15.98

%

17.87

%

18.97

%

20.53

%

20.66

%

Tier 1 capital to total assets (Bank only)

14.85

%

15.81

%

16.09

%

16.12

%

16.08

%

Asset Quality Ratios:

Allowance for credit losses on loans as a percentage of total loans

0.94

%

0.95

%

0.96

%

0.97

%

0.98

%

Allowance for credit losses on loans as a percentage of nonperforming loans

156.85

%

116.91

%

128.93

%

94.74

%

88.88

%

Net (charge-offs) recoveries to average outstanding loans (1)

(0.05

%)

(0.05

%)

(0.08

%)

(0.13

%)

(0.03

%)

Non-performing assets as a percentage of total assets

0.50

%

0.67

%

0.62

%

0.83

%

0.88

%

Other:

Number of offices

17

17

17

17

18

Number of full-time equivalent employees

236

229

218

216

209

(1)

Annualized.

(2)

Net interest margin represents net interest income divided by average total interest-earning assets.

(3)

Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

2

Summary of Results of Operations

Net income for the three months ended September 30, 2026 was $18.2 million, increased $9.8 million, or 114.82%, compared to net income of $8.5 million for the three months ended June 30, 2026 and increased $11.7 million or 180.41% compared to net income of $6.5 million for the three months ended September 30, 2025.

The $9.8 million increase of net income for the three months ended September 30, 2026 compared to the three months ended June 30, 2026 was attributed mainly to an increase of $3.9 million in net interest income and $8.7 million in benefit for income taxes, offset by increases of $1.1 million in non-interest expense, $1.1 million in provision for credit losses and a decrease of $0.7 million in non-interest income.

The $11.7 million increase of net income for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was largely due to an increase of $8.7 million in net interest income and $8.1 million in benefit for income taxes, offset by increases of $2.6 million in non-interest expense and $1.9 million in provision for credit losses and a decrease of $0.6 million in non-interest income largely due to a $1.2 million loss on real property.

Net income for the nine months ended September 30, 2026 was $35.4 million, increased $16.8 million, or 90.48%, compared to net income of $18.6 million for the nine months ended September 30, 2025. The $16.8 million increase in net income was attributed mainly to an increase of $20.4 million in net interest income and $6.5 million in benefit for income taxes, offset by increases of $4.3 million in provision for credit losses and $4.2 million in non-interest expense and a decrease of $1.5 million in non-interest income largely due to a $1.2 million loss on real property.

Net Interest Income and Net Interest Margin

Net interest income for the three months ended September 30, 2026, increased $3.9 million, or 13.07%, to $34.0 million compared to $30.1 million for the three months ended June 30, 2026 and increased $8.7 million, or 34.62%, compared to $25.2 million for the three months ended September 30, 2025.

The $3.9 million increase in net interest income from the three months ended June 30, 2026 was attributable to an increase of $5.9 million in total interest and dividend income, offset by an increase of $1.9 million in total interest expense. The $8.7 million increase in net interest income from the three months ended September 30, 2025 was attributable to an increase of $10.7 million in total interest and dividend income, offset by an increase of $1.9 million in total interest expense.

Net interest income for the nine months ended September 30, 2026, increased $20.4 million, or 28.38%, to $92.3 million compared to $71.9 million for the nine months ended September 30, 2025. The $20.4 million increase in net interest income from the nine months ended September 30, 2025 was attributable to an increase of $21.1 million in total interest and dividend income, offset by an increase of $0.7 million in total interest expense.

Net interest margin was 3.86% for the three months ended September 30, 2026 compared to 3.66% for the prior quarter, an increase of 20bps and 3.30% for the same period last year, an increase of 56bps.

Net interest margin was 3.72% for the nine months ended September 30, 2026 compared to 3.18% for the nine months ended September 30, 2025, an increase of 54bps.

Non-interest Income

Non-interest income for the three months ended September 30, 2026, was $0.9 million, decreased $0.7 million, or 44.34%, compared to $1.5 million for the three months ended June 30, 2026, and decreased $0.6 million, or 43.03%, compared to $1.5 million for the three months ended September 30, 2025.

The $0.7 million decrease in non-interest income from the three months ended June 30, 2026 was largely attributable to a $1.2 million loss on real property, offset by an increase of $0.4 million in other non-interest income.

3

The $0.6 million decrease in non-interest income from the three months ended September 30, 2025 was largely attributable to a loss of $1.2 million on real property recognized in the third quarter of 2026, $0.4 million in grant income recognized in the third quarter of 2025 and a decrease of $0.2 million in late and prepayment charges, offset by an increase of $1.0 million in other non-interest income.

Non-interest income for the nine months ended September 30, 2026, was $4.4 million, a decrease of $1.5 million, or 25.52%, compared to $5.9 million for the nine months ended September 30, 2025. The $1.5 million decrease in non-interest income from the nine months ended September 30, 2025 was largely attributable to $1.2 million loss on real property, $0.8 million in grant income that was recognized during the nine months ended September 30, 2025, decreases of $0.5 million in late and prepayment charges and $0.4 million in income on sale of SBA loans, offset by increases of $1.3 million in other non-interest income and $0.2 million in service charges and fees.

Non-interest Expense

Non-interest expense for the three months ended September 30, 2026 was $19.2 million, increased $1.1 million, or 6.07%, compared to $18.1 million for the three months ended June 30, 2026 and increased $2.6 million, or 15.75%, compared to $16.6 million for the three months ended September 30, 2025.

The $1.1 million increase in non-interest expense from the three months ended June 30, 2026 was mainly attributable to an increase of $1.4 million in compensation and benefits as a result of new hires, partially offset by a decrease of $0.2 million in professional fees.

The $2.6 million increase in non-interest expense from the three months ended September 30, 2025 was mainly attributable to an increase of $2.6 million in compensation and benefits as a result of new hires.

Non-interest expense for the nine months ended September 30, 2026 was $54.6 million, increased $4.2 million, or 8.41%, compared to $50.4 million for the nine months ended September 30, 2025. The $4.2 million increase in non-interest expense from the nine months ended September 30, 2025 was mainly attributable to an increase of $5.0 million in compensation and benefits as a result of new hires, partially offset by decreases of $0.4 million in direct loan expenses, $0.3 million in occupancy and equipment and $0.1 million in other non-interest expense.

Credit Quality:

Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty were $21.8 million at September 30, 2026 compared to $26.8 million at June 30, 2026 and $32.4 million at September 30, 2025.

During the three months ended September 30, 2026, a credit loss provision of $3.2 million on loans was recorded, consisting of $2.0 million charged on the funded portion and $1.2 million charged on the unfunded portion on loans. During the three months ended June 30, 2026, a credit loss provision of $2.1 million on loans was recorded, consisting of $1.7 million charged on the funded portion and $0.4 million charged on the unfunded portion on loans. During the three months ended September 30, 2025, a credit loss provision of $1.4 million on loans was recorded, consisting of $0.9 million charged on the funded portion on loans and $0.5 million charged on the unfunded portion on loans.

During the nine months ended September 30, 2026, a credit loss provision of $7.0 million on loans was recorded, consisting of $4.9 million charged on the funded portion and $2.1 million charged on the unfunded portion on loans. During the nine months ended September 30, 2025, a credit loss provision of $2.7 million on loans was recorded, consisting of $2.9 million charged on the funded portion on loans and a $0.2 million benefit on the unfunded portion on loans.

4

Balance Sheet Summary

Total assets increased $462.7 million, or 14.35%, to $3.69 billion as of September 30, 2026 from $3.22 billion as of December 31, 2025. The increase in total assets is largely attributable to increases of $481.8 million in net loans receivable, $14.3 million in deferred tax assets, $6.1 million in cash and cash equivalents, $4.8 million in Federal Home Loan Bank of New York stock, $3.7 million in accrued interest receivable and $2.2 million in other assets, partially offset by decreases of $31.8 million in held-to-maturity securities, $12.7 million in available-for-sale securities, $4.7 million in premises and equipment, net, and $1.3 million in right of use assets. The $4.7 million decrease in premises and equipment, net was largely attributable to $1.8 million of real property that was reclassified to held for sale and is reflected in other assets in the Consolidated Statements of Financial Condition and a $1.2 million loss on real property that is reflected in total non-interest income in the Consolidated Statements of Operations.

Total liabilities increased $426.0 million, or 15.88%, to $3.11 billion as of September 30, 2026 from $2.68 billion as of December 31, 2025. The increase in total liabilities was largely attributable to increases of $321.1 million in deposits, $100.0 million in borrowings and $6.0 million in other liabilities, partially offset by a decrease of $1.2 million in operating lease liabilities.

Total stockholders’ equity increased $36.7 million, or 6.78%, to $578.3 million as of September 30, 2026, from $541.5 million as of December 31, 2025. The $36.7 million increase in stockholders’ equity was largely attributable to $35.4 million in net income, $1.9 million impact to additional paid in capital as a result of share-based compensation, $1.9 million from release of ESOP shares and $0.2 million from exercise of stock options, offset by $1.8 million in other comprehensive loss and $0.8 million related to the dividend paid on preferred shares during the nine months ended September 30, 2026.

About Ponce Financial Group, Inc.

Ponce Financial Group, Inc. is the holding company for Ponce Bank, N.A. Ponce Bank, N.A. is a Minority Depository Institution, a Community Development Financial Institution, and a certified Small Business Administration lender. Ponce Bank, N.A.’s business primarily consists of taking deposits from the general public and to a lesser extent alternative funding sources and investing those funds, together with funds generated from operations and borrowings, in mortgage loans, consisting of 1-4 family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties, construction and land, and, to a lesser extent, in business and consumer loans. Ponce Bank, N.A. also invests in securities, which consist of U.S. Government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as, mortgage-backed securities, corporate bonds and obligations, Federal Home Loan Bank stock and Federal Reserve Bank stock.

5

Forward Looking Statements

Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on business activities; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which Ponce Bank, N.A. operates, including changes that adversely affect borrowers’ ability to service and repay Ponce Bank, N.A.’s loans; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, and their related impacts on the economy; changes in the global economy, including negative changes that may arise from armed conflict and geopolitical instability; changes in the value of securities in the investment portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; changes in government regulation; changes in accounting standards and practices; the risk that intangibles recorded in the financial statements will become impaired; demand for loans in Ponce Bank, N.A.’s market area; Ponce Bank, N.A.’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that Ponce Financial Group, Inc. may not be successful in the implementation of its business strategy; the risk that the repurchase of Ponce Financial Group, Inc.’s Preferred Stock issued under the ECIP may not be consummated on the anticipated timeline, on the anticipated terms, or at all; changes in assumptions used in making such forward-looking statements and the risk factors described in Ponce Financial Group, Inc.’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Ponce Financial Group, Inc. disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as may be required by applicable law or regulation.

6

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

(Dollars in thousands, except for share data)

As of

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

ASSETS

Cash and due from banks:

Cash

$

27,725

$

25,567

$

27,429

$

28,511

$

29,296

Interest-bearing deposits

104,486

114,443

89,817

97,643

117,283

Total cash and cash equivalents

132,211

140,010

117,246

126,154

146,579

Available-for-sale securities, at fair value

79,475

84,774

87,150

92,196

94,822

Held-to-maturity securities, at amortized cost

241,176

253,616

263,514

272,982

285,125

Placement with banks

249

249

249

249

249

Mortgage loans held for sale, at fair value

3,701

3,050

2,127

3,388

5,794

Loans receivable, net

3,081,101

2,879,740

2,698,649

2,599,258

2,490,046

Accrued interest receivable

21,624

19,939

19,274

17,905

18,903

Premises and equipment, net

10,924

14,645

15,159

15,638

16,129

Right of use assets

26,331

27,055

27,633

27,583

28,295

Federal Home Loan Bank of New York stock (FHLBNY), at cost

34,064

30,689

28,180

29,309

25,945

Federal Reserve Bank of New York stock (FRBNY), at cost

10,725

10,714

10,706

10,698

—

Deferred tax assets

25,770

12,979

11,729

11,501

12,402

Other assets

19,326

17,251

19,141

17,109

32,790

Total assets

$

3,686,677

$

3,494,711

$

3,300,757

$

3,223,970

$

3,157,079

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Deposits

$

2,367,708

$

2,271,809

$

2,133,795

$

2,046,635

$

2,063,081

Borrowings

696,100

621,100

571,100

596,100

521,100

Operating lease liabilities

28,171

28,874

29,429

29,353

30,028

Accrued interest payable

3,862

3,837

4,338

3,788

4,372

Other liabilities

12,576

8,121

10,732

6,545

8,663

Total liabilities

3,108,417

2,933,741

2,749,394

2,682,421

2,627,244

Commitments and contingencies

Stockholders' Equity:

Preferred stock, $0.01 par value; 100,000,000 shares authorized

225,000

225,000

225,000

225,000

225,000

Common stock, $0.01 par value; 200,000,000 shares authorized

249

249

249

249

249

Treasury stock, at cost

(5,738

)

(5,738

)

(5,738

)

(6,164

)

(7,270

)

Additional paid-in-capital

211,317

210,339

209,219

208,604

208,909

Retained earnings

169,855

151,887

143,674

135,332

125,477

Accumulated other comprehensive loss

(12,645

)

(10,698

)

(10,680

)

(10,820

)

(11,586

)

Unearned compensation ─ ESOP

(9,778

)

(10,069

)

(10,361

)

(10,652

)

(10,944

)

Total stockholders' equity

578,260

560,970

551,363

541,549

529,835

Total liabilities and stockholders' equity

$

3,686,677

$

3,494,711

$

3,300,757

$

3,223,970

$

3,157,079

7

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

Three Months Ended

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

Interest and dividend income:

Interest on loans receivable

$

52,910

$

46,835

$

43,982

$

43,599

$

41,486

Interest on deposits due from banks

901

954

770

1,209

978

Interest and dividend on securities and FHLBNY stock

3,693

3,863

3,910

4,013

4,383

Total interest and dividend income

57,504

51,652

48,662

48,821

46,847

Interest expense:

Interest on certificates of deposit

7,313

6,785

6,415

6,706

6,553

Interest on other deposits

10,430

9,544

8,630

9,106

9,996

Interest on borrowings

5,772

5,262

5,391

5,075

5,050

Total interest expense

23,515

21,591

20,436

20,887

21,599

Net interest income

33,989

30,061

28,226

27,934

25,248

Provision for credit losses

3,219

2,148

1,656

1,078

1,364

Net interest income after provision for credit losses

30,770

27,913

26,570

26,856

23,884

Non-interest income:

Service charges and fees

611

600

539

542

539

Brokerage commissions

—

—

—

23

8

Late and prepayment charges

232

138

726

1,173

385

Income on sale of mortgage loans

188

161

120

139

166

Grant income

—

—

—

428

429

Loss on real property

(1,166

)

—

—

—

—

Other

985

628

657

1,174

(35

)

Total non-interest income

850

1,527

2,042

3,479

1,492

Non-interest expense:

Compensation and benefits

10,509

9,070

8,663

8,113

7,868

Occupancy and equipment

3,879

3,901

3,672

4,033

3,934

Data processing expenses

1,202

1,195

1,219

1,223

1,296

Direct loan expenses

89

187

121

116

155

Insurance and surety bond premiums

332

332

333

324

318

Office supplies, telephone and postage

147

152

193

186

170

Professional fees

1,305

1,470

1,346

1,392

1,409

Marketing and promotional expenses

144

190

228

94

184

Federal deposit insurance and regulatory assessment

495

408

409

97

266

Other operating expenses

1,134

1,230

1,056

1,056

1,018

Total non-interest expense

19,236

18,135

17,240

16,634

16,618

Income before income taxes

12,384

11,305

11,372

13,701

8,758

(Benefit) provision for income taxes

(5,865

)

2,810

2,749

3,565

2,250

Net income

$

18,249

$

8,495

$

8,623

$

10,136

$

6,508

Dividends on preferred shares

281

282

281

281

281

Net income available to common stockholders

$

17,968

$

8,213

$

8,342

$

9,855

$

6,227

Earnings per common share:

Basic

$

0.78

$

0.36

$

0.36

$

0.43

$

0.27

Diluted

$

0.76

$

0.35

$

0.36

$

0.42

$

0.27

Weighted average common shares outstanding:

Basic

23,086,892

23,053,460

22,988,317

22,837,044

22,766,195

Diluted

23,650,370

23,508,153

23,331,314

23,263,708

23,135,448

8

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

For the Nine Months Ended September 30,

2026

2025

Variance $

Variance %

Interest and dividend income:

Interest on loans receivable

$

143,727

$

118,913

$

24,814

20.87

%

Interest on deposits due from banks

2,625

3,453

(828

)

(23.98

%)

Interest and dividend on securities and FHLBNY stock

11,466

14,338

(2,872

)

(20.03

%)

Total interest and dividend income

157,818

136,704

21,114

15.45

%

Interest expense:

Interest on certificates of deposit

20,513

21,689

(1,176

)

(5.42

%)

Interest on other deposits

28,604

27,608

996

3.61

%

Interest on borrowings

16,425

15,530

895

5.76

%

Total interest expense

65,542

64,827

715

1.10

%

Net interest income

92,276

71,877

20,399

28.38

%

Provision for credit losses

7,023

2,705

4,318

159.63

%

Net interest income after provision for credit losses

85,253

69,172

16,081

23.25

%

Non-interest income:

Service charges and fees

1,750

1,575

175

11.11

%

Brokerage commissions

—

12

(12

)

(100.00

%)

Late and prepayment charges

1,096

1,612

(516

)

(32.01

%)

Income on sale of mortgage loans

469

483

(14

)

(2.90

%)

Income on sale of SBA loans

—

404

(404

)

(100.00

%)

Grant income

—

857

(857

)

(100.00

%)

Loss on real property

(1,166

)

—

(1,166

)

—

%

Other

2,270

990

1,280

129.29

%

Total non-interest income

4,419

5,933

(1,514

)

(25.52

%)

Non-interest expense:

Compensation and benefits

28,242

23,275

4,967

21.34

%

Occupancy and equipment

11,452

11,754

(302

)

(2.57

%)

Data processing expenses

3,616

3,636

(20

)

(0.55

%)

Direct loan expenses

397

784

(387

)

(49.36

%)

Insurance and surety bond premiums

997

930

67

7.20

%

Office supplies, telephone and postage

492

514

(22

)

(4.28

%)

Professional fees

4,121

4,140

(19

)

(0.46

%)

Marketing and promotional expenses

562

533

29

5.44

%

Federal deposit insurance and regulatory assessments

1,312

1,273

39

3.06

%

Other operating expenses

3,420

3,536

(116

)

(3.28

%)

Total non-interest expense

54,611

50,375

4,236

8.41

%

Income before income taxes

35,061

24,730

10,331

41.78

%

(Benefit) provision for income taxes

(306

)

6,163

(6,469

)

(104.97

%)

Net income

$

35,367

$

18,567

$

16,800

90.48

%

Dividends on preferred shares

844

844

—

—

%

Net income available to common stockholders

$

34,523

$

17,723

$

16,800

94.79

%

Earnings per common share:

Basic

$

1.50

$

0.78

$

0.72

92.31

%

Diluted

$

1.47

$

0.77

$

0.70

90.91

%

Weighted average common shares outstanding:

Basic

23,043,250

22,715,620

327,630

1.44

%

Diluted

23,496,728

22,992,655

504,073

2.19

%

9

Ponce Financial Group, Inc. and Subsidiaries

Loans Receivable excluding Mortgage Loans Held for Sale

As of

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

Amount

Percent

Amount

Percent

Amount

Percent

Amount

Percent

Amount

Percent

(Dollars in thousands)

Mortgage loans:

1-4 family residential

$

413,064

13.26

%

$

426,343

14.65

%

$

431,377

15.82

%

$

434,374

16.54

%

$

444,602

17.67

%

Multifamily residential

1,051,642

33.76

%

1,057,612

36.35

%

915,333

33.58

%

756,542

28.83

%

688,574

27.39

%

Nonresidential properties

557,449

17.89

%

535,521

18.41

%

534,256

19.60

%

526,210

20.05

%

436,175

17.35

%

Construction and land

1,016,809

32.64

%

817,151

28.08

%

763,990

28.03

%

854,096

32.54

%

886,369

35.25

%

Total mortgage loans

3,038,964

97.55

%

2,836,627

97.49

%

2,644,956

97.03

%

2,571,222

97.96

%

2,455,720

97.66

%

Non-mortgage loans:

Business loans

75,852

2.43

%

72,438

2.49

%

80,366

2.95

%

53,063

2.02

%

58,012

2.31

%

Consumer loans

581

0.02

%

577

0.02

%

596

0.02

%

625

0.02

%

727

0.03

%

Total non-mortgage loans

76,433

2.45

%

73,015

2.51

%

80,962

2.97

%

53,688

2.04

%

58,739

2.34

%

Total loans, gross

3,115,397

100.00

%

2,909,642

100.00

%

2,725,918

100.00

%

2,624,910

100.00

%

2,514,459

100.00

%

Net deferred loan origination fees

(5,128

)

(2,348

)

(1,031

)

(203

)

351

Allowance for credit losses on loans

(29,168

)

(27,554

)

(26,238

)

(25,449

)

(24,764

)

Loans, net

$

3,081,101

$

2,879,740

$

2,698,649

$

2,599,258

$

2,490,046

10

Ponce Financial Group, Inc. and Subsidiaries

Allowance for Credit Losses on Loans

For the Three Months Ended

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

(Dollars in thousands)

Allowance for credit losses on loans at beginning of the period

$

27,554

$

26,238

$

25,449

$

24,764

$

24,100

Provision for credit losses on loans

1,996

1,669

1,293

1,526

864

Charge-offs:

Mortgage loans:

1-4 family residential

(5

)

—

—

(32

)

—

Multifamily residences

(65

)

—

—

—

—

Non-mortgage loans:

Business

(317

)

(354

)

(504

)

(801

)

(200

)

Consumer

—

—

—

(44

)

—

Total charge-offs

(387

)

(354

)

(504

)

(877

)

(200

)

Recoveries:

Mortgage loans:

1-4 family residential

—

1

—

1

—

Non-mortgage loans:

Business

5

—

—

35

—

Total recoveries

5

1

—

36

—

Net (charge-offs) recoveries

(382

)

(353

)

(504

)

(841

)

(200

)

Allowance for credit losses on loans at end of the period

$

29,168

$

27,554

$

26,238

$

25,449

$

24,764

11

Ponce Financial Group, Inc. and Subsidiaries

Deposits

As of

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

Amount

Percent

Amount

Percent

Amount

Percent

Amount

Percent

Amount

Percent

(Dollars in thousands)

Demand

$

244,860

10.34

%

$

251,919

11.10

%

$

241,012

11.29

%

$

208,250

10.18

%

$

192,595

9.34

%

Interest-bearing deposits:

NOW/IOLA accounts

76,392

3.23

%

71,987

3.17

%

78,192

3.66

%

84,012

4.10

%

75,051

3.64

%

Money market accounts

898,719

37.96

%

929,002

40.89

%

811,982

38.05

%

779,532

38.09

%

821,844

39.84

%

Reciprocal deposits

188,016

7.94

%

164,883

7.26

%

162,926

7.64

%

152,630

7.46

%

154,548

7.49

%

Savings accounts

118,727

5.01

%

115,233

5.07

%

118,373

5.55

%

117,708

5.75

%

117,401

5.69

%

Total NOW, money market, reciprocal and savings accounts

1,281,854

54.14

%

1,281,105

56.39

%

1,171,473

54.90

%

1,133,882

55.40

%

1,168,844

56.66

%

Certificates of deposit of $250K or more

202,702

8.56

%

194,462

8.56

%

258,093

12.10

%

202,500

9.89

%

209,819

10.17

%

Brokered certificates of deposit (1)

144,569

6.11

%

94,557

4.16

%

54,553

2.56

%

67,942

3.32

%

67,952

3.29

%

Listing service deposits (1)

994

0.04

%

994

0.04

%

1,243

0.06

%

4,150

0.20

%

4,150

0.20

%

All other certificates of deposit less than $250K

492,729

20.81

%

448,772

19.75

%

407,421

19.09

%

429,911

21.01

%

419,721

20.34

%

Total certificates of deposit

840,994

35.52

%

738,785

32.51

%

721,310

33.81

%

704,503

34.42

%

701,642

34.00

%

Total interest-bearing deposits

2,122,848

89.66

%

2,019,890

88.90

%

1,892,783

88.71

%

1,838,385

89.82

%

1,870,486

90.66

%

Total deposits

$

2,367,708

100.00

%

$

2,271,809

100.00

%

$

2,133,795

100.00

%

$

2,046,635

100.00

%

$

2,063,081

100.00

%

(1)

At September 30, 2026, June 30, 2026, March 31, 2026, December 31, 2025 and September 30, 2025, there were no individual listing service deposits amounting to $250,000 or more, and no individual brokered certificates of deposits amounting to $250,000 or more.

12

Ponce Financial Group, Inc. and Subsidiaries

Nonperforming Assets

As of

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

(Dollars in thousands)

Non-accrual loans:

Mortgage loans:

1-4 family residential

$

2,767

$

5,843

$

3,158

$

4,427

$

3,176

Multifamily residential

11,100

12,133

9,228

13,112

14,202

Nonresidential properties

—

—

—

—

—

Construction and land

4,100

5,040

7,061

8,247

8,907

Non-mortgage loans:

Business

146

77

427

667

880

Consumer

—

—

—

—

—

Total non-accrual loans (not including non-accruing modifications to borrowers experiencing financial difficulty) (1)

$

18,113

$

23,093

$

19,874

$

26,453

$

27,165

Non-accruing modifications to borrowers experiencing financial difficulty (1):

Mortgage loans:

1-4 family residential

483

475

477

410

698

Total non-accruing modifications to borrowers experiencing financial difficulty (1)

483

475

477

410

698

Total non-performing assets (2)

$

18,596

$

23,568

$

20,351

$

26,863

$

27,863

Accruing modifications to borrowers experiencing financial difficulty (1):

Mortgage loans:

1-4 family residential

2,431

2,456

2,481

2,574

3,725

Nonresidential properties

598

618

613

621

629

Non-mortgage loans:

Business

168

175

185

190

196

Total accruing modifications to borrowers experiencing financial difficulty (1)

$

3,197

$

3,249

$

3,279

$

3,385

$

4,550

Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty (1)

$

21,793

$

26,817

$

23,630

$

30,248

$

32,413

Total non-performing assets to total assets

0.50

%

0.67

%

0.62

%

0.83

%

0.88

%

(1) Balances include both modifications to borrowers experiencing financial difficulty, in accordance with ASU 2022-02 adopted on January 1, 2023, and previously existing troubled debt restructurings.

(2) Includes nonperforming mortgage loans held for sale.

13

Ponce Financial Group, Inc. and Subsidiaries

Average Balance Sheets

For the Three Months Ended September 30,

2026

2025

Average

Average

Outstanding

Average

Outstanding

Average

Balance

Interest

Yield/Rate (1)

Balance

Interest

Yield/Rate (1)

(Dollars in thousands)

Interest-earning assets:

Loans (2)

$

3,025,085

$

52,910

6.94%

$

2,499,268

$

41,486

6.59%

Securities (3)

332,919

3,067

3.65%

418,513

3,913

3.71%

Other (4)

133,827

1,527

4.53%

119,262

1,448

4.82%

Total interest-earning assets

3,491,831

57,504

6.53%

3,037,043

46,847

6.12%

Non-interest-earning assets

97,667

96,095

Total assets

$

3,589,498

$

3,133,138

Interest-bearing liabilities:

NOW/IOLA

$

76,801

$

145

0.75%

$

78,526

$

137

0.69%

Money market

1,109,784

10,254

3.67%

958,277

9,831

4.07%

Savings

119,109

31

0.10%

119,159

28

0.09%

Certificates of deposit

794,477

7,313

3.65%

698,019

6,553

3.72%

Total deposits

2,100,171

17,743

3.35%

1,853,981

16,549

3.54%

Borrowings

624,361

5,772

3.67%

521,100

5,050

3.84%

Total interest-bearing liabilities

2,724,532

23,515

3.42%

2,375,081

21,599

3.61%

Non-interest-bearing liabilities:

Non-interest-bearing demand

251,823

—

199,922

—

Other non-interest-bearing liabilities

43,730

—

31,406

—

Total non-interest-bearing liabilities

295,553

—

231,328

—

Total liabilities

3,020,085

23,515

2,606,409

21,599

Total equity

569,413

526,729

Total liabilities and total equity

$

3,589,498

3.42%

$

3,133,138

3.61%

Net interest income

$

33,989

$

25,248

Net interest rate spread (5)

3.11%

2.51%

Net interest-earning assets (6)

$

767,299

$

661,962

Net interest margin (7)

3.86%

3.30%

Average interest-earning assets to interest-bearing liabilities

128.16%

127.87%

(1)

Annualized where appropriate.

(2)

Loans include loans and mortgage loans held for sale, at fair value.

(3)

Securities include available-for-sale securities and held-to-maturity securities.

(4)

Includes FHLBNY demand account, FHLBNY stock dividends and FRBNY demand deposits.

(5)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(6)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(7)

Net interest margin represents net interest income divided by average total interest-earning assets.

14

Ponce Financial Group, Inc. and Subsidiaries

Average Balance Sheets

For the Nine Months Ended September 30,

2026

2025

Average

Average

Outstanding

Average

Outstanding

Average

Balance

Interest

Yield/Rate (1)

Balance

Interest

Yield/Rate (1)

(Dollars in thousands)

Interest-earning assets:

Loans (2)

$

2,836,725

$

143,727

6.77

%

$

2,439,280

$

118,913

6.52

%

Securities (3)

346,223

9,474

3.66

%

445,130

12,680

3.81

%

Other (4)

136,792

4,617

4.51

%

135,600

5,111

5.04

%

Total interest-earning assets

3,319,740

157,818

6.36

%

3,020,010

136,704

6.05

%

Non-interest-earning assets

96,477

103,059

Total assets

$

3,416,217

$

3,123,069

Interest-bearing liabilities:

NOW/IOLA

$

76,737

$

397

0.69

%

$

73,034

$

352

0.64

%

Money market

1,029,534

28,120

3.65

%

884,115

27,172

4.11

%

Savings

120,029

87

0.10

%

118,656

84

0.09

%

Certificates of deposit

752,638

20,513

3.64

%

754,531

21,689

3.84

%

Total deposits

1,978,938

49,117

3.32

%

1,830,336

49,297

3.60

%

Borrowings

594,800

16,425

3.69

%

536,851

15,530

3.87

%

Total interest-bearing liabilities

2,573,738

65,542

3.40

%

2,367,187

64,827

3.66

%

Non-interest-bearing liabilities:

Non-interest-bearing demand

239,239

—

199,978

—

Other non-interest-bearing liabilities

44,440

—

37,206

—

Total non-interest-bearing liabilities

283,679

—

237,184

—

Total liabilities

2,857,417

65,542

2,604,371

64,827

Total equity

558,800

518,698

Total liabilities and total equity

$

3,416,217

3.40

%

$

3,123,069

3.66

%

Net interest income

$

92,276

$

71,877

Net interest rate spread (5)

2.96

%

2.39

%

Net interest-earning assets (6)

$

746,002

$

652,823

Net interest margin (7)

3.72

%

3.18

%

Average interest-earning assets to

interest-bearing liabilities

128.99

%

127.58

%

(1)

Annualized where appropriate.

(2)

Loans include loans and mortgage loans held for sale, at fair value.

(3)

Securities include available-for-sale securities and held-to-maturity securities.

(4)

Includes FHLBNY demand account, FHLBNY stock dividends and FRBNY demand deposits.

(5)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(6)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(7)

Net interest margin represents net interest income divided by average total interest-earning assets.

15

Ponce Financial Group, Inc. and Subsidiaries

Other Data

As of

September 30,

June 30,

March 31,

December 31,

September 30,

2026

2026

2026

2025

2025

Other Data

Common shares issued

24,886,711

24,886,711

24,886,711

24,886,711

24,886,711

Less treasury shares

698,810

698,810

698,810

750,785

885,586

Common shares outstanding at end of period

24,187,901

24,187,901

24,187,901

24,135,926

24,001,125

Book value per common share

$

14.60

$

13.89

$

13.49

$

13.12

$

12.70

Tangible book value per common share (1)

$

14.60

$

13.89

$

13.49

$

13.12

$

12.70

(1)

Tangible book value per common share is a non-GAAP financial measure and is calculated by dividing tangible common equity by common shares outstanding. Tangible common equity is defined as total common shareholders’ equity less goodwill and other intangible assets, net of applicable deferred taxes. The Company believes that tangible book value per common share is a useful measure for investors, regulators, and analysts because it reflects the Company’s capital position excluding the impact of goodwill and other intangible assets, which may not be realizable in a liquidation scenario. This measure is commonly used in the banking industry to assess financial condition and capital adequacy. Tangible book value per common share should not be considered a substitute for book value per common share, which is calculated in accordance with GAAP, and the Company’s definition of tangible book value per common share may differ from similarly titled measures used by other companies. During the periods presented, the Company did not make any adjustments for goodwill and other intangible assets, so tangible book value per common share is equal to the book value per common share as calculated in accordance with GAAP.

16

EX-99.2

EX-99.2

Filename: pdlb-ex99_2.htm · Sequence: 3

President & Chief Executive Officer Carlos P. Naudon Executive Vice President & Chief Financial Officer Sergio J. Vaccaro Exhibit 99.2 Presentation of

Cautionary Statements Certain statements herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes,” “will,” “would,” “expects,” “project,” “may,” “could,” “developments,” “strategic,” “launching,” “opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions. These statements are based upon the current beliefs and expectations of management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on business activities; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which Ponce Bank, N.A. operates, including changes that adversely affect borrowers’ ability to service and repay Ponce Bank, N.A.’s loans; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, and their related impacts on the economy; changes in the global economy, including negative changes that may arise from armed conflict and geopolitical instability; changes in the value of securities in the investment portfolio; changes in loan default and charge-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; changes in government regulation; changes in accounting standards and practices; the risk that intangibles recorded in the financial statements will become impaired; demand for loans in Ponce Bank, N.A.’s market area; Ponce Bank, N.A.’s ability to attract and maintain deposits; risks related to the implementation of acquisitions, dispositions, and restructurings; the risk that Ponce Financial Group, Inc. may not be successful in the implementation of its business strategy; changes in assumptions used in making such forward-looking statements and the risk factors described in Ponce Financial Group, Inc.’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Ponce Financial Group, Inc. disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as may be required by applicable law or regulation. Forward Looking Statements The market and industry data used throughout this presentation is based, in part, on third-party sources, as indicated. Although management believes these third-party sources are reliable, they have not independently verified the information and cannot guarantee its accuracy and completeness. Market and Industry Data Copyright © 2026. All Right Reserved

Corporate Headquarters and Office Location Branch Locations On October 10, 2025, the Company wholly-owned subsidiary, Ponce Bank (formerly a federally chartered stock savings association), has completed its previously announced conversion to a national bank and commenced operations as Ponce Bank, National Association (the “Bank”).  In connection with the conversion of the Bank, the Company also commenced operations as a bank holding company as of the same date.  Further, the Company also became a financial holding company, which is an additional election that allows the Company to engage in activities that are financial in nature or incidental to a financial activity. Aim to provide long-term value to stakeholders by executing a safe and sound business strategy that produces increasing value. Number of full-time equivalent employees as of September 30th, 2026, was 236 equating to $15.6 million in assets per employee. The Company provides a full range of financial services in a community-focused manner. Ticker NASDAQ: PDLB Established 1960 Headquarters Bronx, NY Branches 13 full-service branches, 3 loan production / representative offices and 1 ATM center Total Assets $3.69 billion (as of 9/30/26) Total Loans $3.08 billion (as of 9/30/26) Total Deposits $2.37 billion (as of 9/30/26) Earnings Per Share (Basic) $0.78 (for three months ended 9/30/26) Market Cap TBV Per Common Share* $485 million (as of 9/30/26) $14.60 (as of 9/30/26) Copyright © 2026. All Right Reserved (*) TBV Per Common Share is a Non-GAAP financial measure. Non-GAAP financial measures are not a substitute for GAAP financial measures. See the appendix of this presentation for a reconciliation to the most directly comparable GAAP financial measure.

Franchise Evolution 2015 - 2022 Carlos P. Naudon named President in 2015; CEO in 2018 Certified SBA lender Continued to remain focused on residential and commercial real estate Optimized real estate footprint by improving loan efficiency Certification as an MDI & CDFI Grew assets from $700 million to $2+ billion Path to Conversion 2022 - Present Converted from Mutual Holding Company on January 27, 2022 PFG became a Bank Holding Company and a Financial Holding Company and Ponce Bank became a National Bank Established a robust capital base to continue executing on strategic initiatives Continued focusing on residential and commercial lending with an emphasis on technological integration Received low-cost funding Preferred Stock in the amount of $225 million from the ECIP Public Ownership 1960 - 2015 Established 65-year-old institution focused on residential and nonresidential lending Headquartered in the Bronx, NY with branch presence in the Bronx, Brooklyn, Queens, New Jersey, and Manhattan Grew assets from de novo to $700 million Mutual Bank Copyright © 2026. All Right Reserved

PFG Executive Management Executive Chairman of the Board Steven A. Tsavaris Executive Vice President and Chief Lending Officer Ioannis Kouzilos Madeline V. Marquez President and Chief Executive Officer Carlos P. Naudon Executive Vice President and Chief Financial Officer Sergio J. Vaccaro Executive Vice President and Chief Operating Officer Luis G. Gonzalez Jr. Copyright © 2026. All Right Reserved 50+ years of experience Former President and CEO of Ponce De Leon Federal Savings Bank Former Chairman and CEO of PDLB Community Bancorp 15+ years of experience Former VP of Credit Administration Experienced at various financial institutions 50+ years of experience Retired Attorney and CPA Former Acting CEO and Director of Open Solutions, Inc., a fintech public company 25+ years of experience Former CFO of Private Bank Americas at HSBC Former US Head of FP&A at HSBC Former CFO of Home Loans at Morgan Stanley 17+ years of experience Former Bank Examiner Former Acting Assistant Deputy Comptroller, OCC Executive Vice President and Chief External Affairs Officer Executive Vice President and Chief Human Resources Officer Melissa DeLeon 15+ years of experience Former SVP of Human Resources Driver of people strategy Led culture transformation Retail banking operations expertise Executive Vice President and Chief Banking Officer Betty Campiz 15+ years of experience Former SVP of Digital Banking Led Ponce’s digital transformation (Salesforce, nCino) Extensive retail banking and CX expertise 25+ years of experience Former SVP of SBA & CDFI Initiatives Former Vice President at Business Initiative Corporation of New York Former Managing Director at Brooklyn Economic Development Corp.

Highlights – nine months ended September 30, 2026 and 2025 Strong loan growth. Net loans receivable were $3.08 billion as of September 30, 2026, an increase of $591.1 million, or 23.7%, from September 30, 2025. Higher NIM and stable expenses YoY. Net interest margin at 3.72% for nine months ended September 30, 2026, an increase of 54bps from prior period. The non-interest expenses were $54.6 million for nine months ended September 30, 2026, an increase of $4.2 million from September 30, 2025. Strong deposit growth. Deposits were $2.37 billion as of September 30, 2026, an increase of $304.6 million, or 14.8%, from September 30, 2025. Increasing profitability. Net income available to common stockholders of $34.5 million, or $1.47 per diluted share for nine months ended September 30, 2026. Copyright © 2026. All Right Reserved Nine Months Highlight Overview YTD 2026 YTD 2025 Change % Net interest income $92.3M $71.9M 28.4% Net income available to common stockholders $34.5M $17.7M 94.8% Deposits $2.37B $2.06B 14.8% Net loans receivable $3.08B $2.49B 23.7% Earnings per diluted share $1.47 $0.77 90.9%

Our Vision Growing alongside fastest growing, best clients Reaching Capital Deployment Capabilities Qualify for ECIP disposition Grow core deposits, with an emphasis on cross-selling commercial customers, growing Ponce Direct, mission driven and specialty deposits Grow our loan portfolio Increase our utilization of technology Increase profitability and continue to manage expenses Robust capital position, inclusive of $225 million in ECIP funds provided by the U.S. Treasury Focused on growing loan book: Expanding CRE & Non-Residential Loans Stay with successful clients as they grow Low-Cost, Excess Capital - Ready to Deploy The Bank is designated as both a Community Development Financial Institution (CDFI) and a Minority Deposit Institution (MDI) MDI and CDFI Status; Mission Driven Business Model Aligns with ESG Completed the second-step in January 2022 Ability to return capital to shareholders – priorities De-Mutualization Opportunity The Company is well-positioned with a weighted average loan-to-value ratio of 53.9% as of September 30, 2026 Total CRE Loans comprise 452.0% of Risk Based Capital Financial Strength Strategies and Focus Growth Drivers Accelerating Loan Growth Through Deployment of Excess Capital CRE and Residential Markets – Single Family & Multi-family markets Net Interest Income Growth Upgrading electronic infrastructure Expanding digital banking services Creating greater resiliency, capacity, and redundancies Modernization Program Across Company Infrastructure Restructure/Refocus the retail business model Upgrade sales force Attract, develop and retain an engaged workforce Ensure risk management and controls are aligned with strategic priorities Manage credit risk to maintain a low level of nonperforming assets. Copyright © 2026. All Right Reserved 57% 123%

ECIP Disposition – Executed Agreement On December 20, 2024, PFG entered into an ECIP securities purchase option agreement with the US Department of the Treasury (Treasury), allowing repurchase at a future date, subject to compliance with certain qualifications Determination of sale price: based on the dividend discount model While there can be no assurance as to the final repurchase price, the price could be as low as 6.11% under the current guidelines, (assuming a dividend rate of 0.50%, RFR of 5.68% (20 Yr Treasury as of 9/30/26), Beta of 0.50 and ERP of 5.00% and satisfaction of the deep impact condition) Impact of ~8.73 $ per share, under the above assumptions, $225 million ECIP, 24.2 million common shares outstanding The repurchase date could occur as soon as 4Q 2026, assuming satisfaction of the necessary conditions Status on progress: The U.S. Department of the Treasury has formally confirmed that the Company met this deep impact threshold. Consequently, we are actively collaborating with Treasury and its legal counsel to finalize the next steps for the Preferred Stock disposition. Copyright © 2026. All Right Reserved

Community Development Financial Institution The CDFI Program offers both Financial Assistance and Technical Assistance awards to CDFIs. These competitive awards support and enhance the ability of the Company to meet the needs of the communities they serve. Financial Assistance awards are made in the form of loans, grants, equity investments, and deposits, which CDFIs are required to match dollar-for-dollar with non-federal funds. This requirement enables the Company to multiply the impact of federal investment to meet the demand for affordable financial products in economically distressed communities. Technical Assistance grants are offered to CDFIs and Certifiable CDFIs to build their organizational capacity. Out of the 20 top CDFI Banks (in Total Assets): in housing focus in DLI-HMDA (% of housing lending in LMI communities) in total loans in total assets As a CDFI, the Company has received over $5 million in federal grants As of June 30, 2025, there were approximately 1,400 CDFI’s operating nationwide, but fewer than 200 are banks, and the Bank ranks amongst the largest The CDFI designation qualifies the Company for grants and capital opportunities such as the Emergency Capital Investment Program (ECIP), which the Company benefitted from in the form of a $225 million investment from the U.S. Treasury for Senior Non-Cumulative Perpetual Preferred Stock; only CDFIs and MDIs were able to participate in this program – it comes at no cost (to capital) for the first two years and includes rate reduction incentives after that with a cap of 2.00% Ponce Bank has won awards and mandates for community development and ranks as one of the largest and most housing focused CDFIs in the country. Rankings as of 2Q 2025 5th 6th Copyright © 2026. All Right Reserved

Minority Depository Institution One of 32 banks in the country designated as both an MDI and a CDFI. As of September 30, 2025, the FDIC recognized 156 MDIs across the United States and its territories, with collective assets of approximately $385 billion. As an MDI the Bank can provide financial services to and for underserved communities as designated by the federal government including African, Asian, Hispanic, and Native Americans. MDI designation allows the Bank to provide many benefits to low-to-moderate income communities, including access to credit, values-driven banking, international languages and locations, financial education, and community-specific services. Out of all the MDI Banks in Assets, the Bank ranks: Rankings as of 3Q 2025 The Bank is designated an MDI, classified under the Federal Deposit Insurance Corporation (FDIC). The FDIC defines an MDI as a federally insured depository institution for which (1) 51% or more of the voting stock is owned by minority individuals; or (2) majority of the board of directors is a minority and the community that the institution serves is predominantly minority. in total assets New York in total assets out of 156 MDIs 3rd 22nd Copyright © 2026. All Right Reserved

Appendix

Total Assets Total Deposits Financial Highlights (in thousands) Net Loans Revenue (NII + Non-interest income) & Non-interest expense Copyright © 2026. All Right Reserved

Appx. 1 Portfolio Composition 13.3% 32.6% 17.9% 33.8% 1-4 Family Residential Construction and Land Multifamily Residential Nonresidential Property $ 2,286,599 $ 2,599,258 $ 3,081,101 $ 1,525,668 $ 1,895,886 Loan Portfolio Growth (in thousands) Net Loans Receivable Loans Portfolio As of September 30, 2026 Other Copyright © 2026. All Right Reserved

Total Securities - as of September 30, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Available-for-Sale Securities: Corporate Bonds $13,500 - $(367) $13,133 Mortgage-Backed Securities: Collateralized Mortgage Obligations¹ 28,421 - (5,455) 22,966 FHLMC Certificates 7,103 - (961) 6,142 FNMA Certificates 46,826 - (9,664) 37,162 GNMA Certificates 71 1 - 72 Total available-for-sale securities $95,921 $1 $(16,447) $79,475 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Held-to-Maturity Securities: Corporate Bonds $7,500 $9 $(132) $7,377 Mortgage-Backed Securities: Collateralized Mortgage Obligations¹ 140,748 - (7,182) 133,566 FHLMC Certificates 2,901 44 (160) 2,785 FNMA Certificates 80,536 - (5,158) 75,378 SBA Certificates 9,697 54 - 9,751 Allowance for Credit Losses (206) - - - Total available-for-sale securities $241,176 $107 $(12,632) $228,857 (1) Comprised of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Ginnie Mae (“GNMA”) issued securities. (in thousand) (in thousand) Copyright © 2026. All Right Reserved

Actual Amount Ratio For Capital Adequacy Purposes Amount Ratio To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio December 31, 2025 (in thousands) 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 Ratio 327,260 12.98% 113,436 4.50% 163,851 6.50% Tier 1 Capital to Total 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 Ratio 515,502 20.53% 112,976 4.50% 163,188 6.50% Tier 1 Capital to Total Assets 515,502 16.12% 127,945 4.00% 159,931 5.00% Actual Amount Ratio For Capital Adequacy Purposes Amount Ratio To Be Well Capitalized Under Prompt Corrective Action Provisions Amount Ratio September 30, 2026 (in thousands) Ponce Financial Group, Inc. Total Capital to Risk-Weighted Assets $ 624,205 18.66% $ 267,677 8.00% $ 334,596 10.00% Tier 1 Capital to Risk-Weighted Assets 590,817 17.66% 200,758 6.00% 267,677 8.00% Common Equity Tier 1 Capital Ratio 365,817 10.93% 150,568 4.50% 217,487 6.50% Tier 1 Capital to Total Assets 590,817 16.46% 143,576 4.00% 179,471 5.00% Ponce Bank Total Capital to Risk-Weighted Assets $ 566,305 16.98% $ 266,781 8.00% $ 333,477 10.00% Tier 1 Capital to Risk-Weighted Assets 532,917 15.98% 200,086 6.00% 266,781 8.00% Common Equity Tier 1 Capital Ratio 532,917 15.98% 150,064 4.50% 216,760 6.50% Tier 1 Capital to Total Assets 532,917 14.85% 143,571 4.00% 179,464 5.00% Regulatory Capital Ratios Copyright © 2026. All Right Reserved

Reconciliation to GAAP September 30, 2026 Common shares issued 24,886,711 Less treasury shares 698,810 Common shares outstanding at end of period 24,187,901 Total Equity $ 578,258,858 Common shares outstanding 24,187,901 Total equity per share - GAAP $ 23.91 Total Equity $ 578,258,858 Less Preferred Stock $ (225,000,000) Tangible book value $ 353,258,858 Tangible book value per common share -Non-GAAP $ 14.60 Copyright © 2026. All Right Reserved Tangible book value per common share is a non-GAAP financial measure and is calculated by dividing tangible common equity by common shares outstanding. Tangible common equity is defined as total shareholders’ equity less goodwill and other intangible assets, net of applicable deferred taxes. The Company believes that tangible book value per share is a useful measure for investors, regulators, and analysts because it reflects the Company’s capital position excluding the impact of goodwill and other intangible assets, which may not be realizable in a liquidation scenario. This measure is commonly used in the banking industry to assess financial condition and capital adequacy. Tangible book value per share should not be considered a substitute for book value per common share, which is calculated in accordance with GAAP, and the Company’s definition of tangible book value per share may differ from similarly titled measures used by other companies. During the periods presented, the Company did not make any adjustments for goodwill and other intangible assets, so tangible book value per common share is equal to the book value per common share as calculated in accordance with GAAP.

Community Sponsorships and Donations Includes Sponsorships and Donations by the Company and the Ponce De Leon Foundation Sponsorships & Scholarships Small Business Bootcamp (PB$BB) Over 173 grants to charitable causes since 2017 $3.6 million was given to Ponce Bank Branch communities focusing on youth services, education, housing, healthcare, social services, senior services, economic development, and the Arts Ponce De Leon Foundation   Financial Mastery Workshops American Cancer Society Morris Heights Health Center Urban Youth Alliance Int Castle Hill Little League Southern Boulevard BID Phipps Neighborhood InHisName United YMCA of Greater NY Washington Heights BID Unique People Services Hostos Community College Foundation New Bronx Chamber of Commerce POINT Community Development Corp. Castle Hill BID Business Initiative Corporation Neighborhood SHOPP VIP Community Services Bronx Tourism Council NYS CDFI Coalition Part of the Solution, Inc Bronx Arts Ensemble Inc Bronx Overall Economic Development Corp Unique People Services Opportunities for a Better Tomorrow Union Settlement LSA Covid Relief Citivas LIFT Inc Hope Community AHRC Daniels Music Foundation NYC Hispanic Chamber Upper Manhattan Mental Health Center New Heights Youth Inc Emma’s Torch LTD Comite Noviembre RAICES Spanish Speaking Elderly Council Braata Productions MyTime Inc Brooklyn Hospital Foundation Brooklyn Children’s Museum CommonPoint Queens Immaculate Conception Catholic Academy Hellenic Orthodox Community of Astoria Greater Jamaica Development Corp Queens Economic Development Corporation Andromeda Community Initiative Inc Palisades Emergency Residence Corp Jersey City Theatre Center Inc Queens Women's Chamber of Commerce Union City Music Project First Jamaica Community & Urban Development Corp Forest Hills Chambers of Commerce Greater NY Chamber of Commerce Sharing and Caring Inc Educational Video Center The Possibility Project Chamber Of Commerce of Washington Heights and Inwood in Manhattan & MANY MORE Save Latin America NY Women Chamber of Commerce Women for Afghan Women Copyright © 2026. All Right Reserved Total 259 Sponsorships Over $558,,000 contributed in the communities we serve 22 Scholarships awarded 37 volunteer events, 146 volunteers Series 1 total registered 245, with 179 participants, and 66 graduated Series 2 total registered 63, with 54 participants, and 41 graduated Series 3 total registered 35, with 32 participants, and 26 graduated First Time Homebuyers Program Non-Profit Grassroots Program PB$BB Program Protect Your Legacy Program 74 sessions, 1,487 participants

NASDAQ: PDLB Thank you.

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Oct. 26, 2026

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Entity Tax Identification Number

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Area code of city

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- Definition

Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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