EX-99.5 12 pdlb-ex995_471.htm EX-99.5

Exhibit 99.5

STOCK ORDER FORM Ponce Financial Group For Internal Use Only SEND OVERNIGHT PACKAGES TO: Stock Information Center c/o Janney Montgomery Scott 1475 Peachtree St NE, Suite 800 Atlanta, GA 30309 Call us toll-free, at 1-844-977-0092 BATCH # ORDER # CATEGORY # REC’D O C ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) before 4:00 p.m., Eastern Time, on December 14, 2021. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by using the enclosed Stock Order Reply Envelope or by paying for overnight delivery to the Stock Information Center address on this form. Do not mail Stock Order Forms to Ponce Bank. Faxes or copies of this form are not required to be accepted. PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE SHADED AREAS. READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS (BLUE SHEET) AS YOU COMPLETE THIS FORM. (1) NUMBER OF SHARES SUBSCRIPTION PRICE PER SHARE (2) TOTAL PAYMENT DUE (4) METHOD OF PAYMENT – DEPOSIT ACCOUNT WITHDRAWAL The undersigned authorizes withdrawal from the Ponce Bank deposit account(s) listed below. There will be no early withdrawal penalty applicable for funds authorized on this form. Funds designated for withdrawal must be in the listed account(s) at the time this form is received. IRA and other retirement accounts held at Ponce Bank and accounts with check-writing privileges may NOT be listed for direct withdrawal below. x $10.00 = $.00 Minimum Number of Shares: 25 ($250). Maximum Number of Shares: 30,000 ($300,000). See Stock Order Form Instructions for more information regarding maximum number of shares. For Internal Use Only Ponce Bank Deposit Account Number Withdrawal Amount(s) (3) METHOD OF PAYMENT – CHECK OR MONEY ORDER $.00 Enclosed is a personal check, bank check or money order payable to Ponce Financial Group, Inc. in the amount of: $.00 $ .00 Cash, wire transfers and third party checks will not be accepted for this purchase. Checks and money orders will be cashed upon receipt. Ponce Bank line of credit checks may not be remitted as payment. Total Withdrawal Amount $.00 ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED. (5) PURCHASER INFORMATION ACCOUNT INFORMATION – SUBSCRIPTION OFFERING Subscription Offering. Check the one box that applies, as of the earliest eligibility date, to the purchaser(s) listed in Section 9: a. Depositors of Ponce Bank with aggregate balances of at least $50 at the close of business on April 30, 2020. b. Depositors of Ponce Bank with aggregate balances of at least $50 at the close of business on September 30, 2021. c. Depositors of Ponce Bank at the close of business on November 1, 2021. Community Offering. If (a), (b) or (c) above do not apply to the purchaser(s) listed in Section 9, check the first box that applies to this order: d. You are a resident of Bronx, New York, Queens or Kings County in New York or Hudson County in New Jersey. e. Existing stockholders of PDL Community Bancorp. at the close of business on November 1, 2021. f. You are placing an order in the Community Offering, but (d) and (e) above do not apply. If you checked box (a), (b) or (c) under ‘‘Subscription Offering,’’ please provide the following information as of the eligibility date under which purchaser(s) listed in Section 9 below qualify in the Subscription Offering: Account Title (Name(s) on Account) Ponce Bank Deposit Account Number NOTE: NOT LISTING ALL ELIGIBLE ACCOUNTS, OR PROVIDING INCORRECT OR INCOMPLETE INFORMATION, COULD RESULT IN THE LOSS OF ALL OR PART OF ANY SHARE ALLOCATION. ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED. (6) MANAGEMENT Check if you are a Ponce Bank, PDL Community Bancorp, or Ponce Bank MHC: Director Officer Employee Immediate family member, as defined in the Stock Order Form Instructions (7) MAXIMUM PURCHASER IDENTIFICATION Check here if you, individually or together with others (see Section 8), are subscribing in the Subscription Offering for the maximum purchase allowed and are interested in purchasing more shares if the maximum purchase limitation(s) is/are increased. If you do not check the box, you will not be contacted and resolicited in the event the maximum purchase limitations are increased. (8) ASSOCIATES/ACTING IN CONCERT Check here if you, or any associate or persons acting in concert with you, have submitted other orders for shares in the Subscription Offering. If you check the box, list below all other orders submitted by you or your associates or by persons acting in concert with you. (This Section 8, including definitions used herein, is continued on reverse side of this form) Name(s) listed in Section 9 on other Stock Order Forms Number of shares Name(s) listed in Section 9 on other Stock Order Forms Number of shares (9) STOCK REGISTRATION The name(s) and address that you provide below will be reflected on your stock ownership statement, and will be used for other communications related to this order. Please PRINT clearly and use full first and last name(s), not initials. If purchasing in the Subscription Offering, you may not add the name(s) of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. See Stock Order Form Instructions for further guidance. Individual Tenants in Common Uniform Transfers to Minors Act (for reporting SSN, use minor’s) FOR TRUSTEE/BROKER USE ONLY: Joint Tenants Corporation Partnership Trust – Under Agreement Dated Other IRA (SSN of Beneficial Owner) - - First Name, Middle Initial, Last Name Reporting SSN/Tax ID No. First Name, Middle Initial, Last Name SSN/Tax ID No. Street Daytime Phone # City State Zip County (Important) Evening Phone # (10) ACKNOWLEDGMENT AND SIGNATURE(S) I understand that, to be effective, this form, properly completed, together with full payment, must be received before 4:00 p.m., Eastern Time, on December 14, 2021, otherwise this form and all subscription rights will be void. (continued on reverse side of this form) — ORDER NOT VALID UNLESS SIGNED —ONE SIGNATURE REQUIRED, UNLESS SECTION 4 OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE WITHDRAWAL. IF SIGNING AS A CUSTODIAN, TRUSTEE, CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE. Signature (title, if applicable) Date Signature (title, if applicable) Date (over)

STOCK ORDER FORM – SIDE 2 (8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form) Associate – The term “associate” of a person means: (1) any corporation or organization (other than Ponce Bank, PDL Community Bancorp, Ponce Bank M.H.C. Mortgage World Bankers, Inc. or a majority-owned subsidiary of any of those entities) of which the person is a senior officer, partner or, directly or indirectly, 10% beneficial stockholder; (2) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; provided, however, it does not include any employee stock benefit plan in which the person has a substantial beneficial interest or serves as trustee or in a similar fiduciary capacity; and (3) any blood or marriage relative of the person, who either has the same home as the person or who is a director of officer of Ponce Bank Mutual Holding Company, PDL Community Bancorp, Ponce Bank, or Mortgage World Bankers., Inc. or Ponce Financial Group, Inc. Acting in concert – The term “acting in concert” means: (1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or (2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company that acts in concert with another person or company (“other party”) will also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated. We have the sole discretion to determine whether prospective purchasers are “associates” or “acting in concert.” We may presume that certain persons are acting in concert based upon, among other things, joint account relationships or the fact that persons shares a common address (whether or not related by blood or marriage) or may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to PDL Community Bancorp or other companies. Our directors are not treated as associates of each other solely because of their membership on the board of directors. Please see the Prospectus section entitled “The Conversion and Offering – Additional Limitations on Common Stock Purchases” for more information on purchase limitations. (10) ACKNOWLEDGMENT AND SIGNATURE(S) (continued from front of Stock Order Form) I agree that, after receipt by Ponce Financial Group, Inc. this Stock Order Form may not be modified or canceled without Ponce Financial Group, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of $500,000 in all categories of the offering combined, for any person or entity, together with associates or persons acting in concert with such person or entity, as set forth in the plan of conversion and reorganization, and the Prospectus dated [ ]. Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another. I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Board of Governors of the Federal Reserve System at (202) 452-3000. I further certify that, before subscribing for shares of the common stock of Ponce Financial Group, I received the Prospectus dated [November], and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by Ponce Financial Group, Inc. in the “Risk Factors” section, beginning on page [ ]. Risks include, but are not limited to the following: Risks Related to the COVID-19 Pandemic. 1. The effects of the COVID-19 pandemic have negatively affected the global economy, United States economy, our local economy and our markets and has disrupted our operations, which has impacted our business, financial condition and results of operations. Risks Related to our Lending Activities. 2. We have increased our multifamily, nonresidential and construction and land loans, and intend to continue to increase originations of these types of loans. These loans may carry greater credit risk than loans secured by one-to-four family real estate that could adversely affect our financial condition and net income. 3. The unseasoned nature of our multifamily, nonresidential and construction and land loans portfolio may result in changes to our estimates of collectability, which may lead to additional provisions or charge-offs, which could hurt our profits. 4. Our business may be adversely affected by credit risk associated with residential property. 5. Loans that we make through our FinTech partnerships may expose us to increased lending risk. 6. If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings and capital could decrease. 7. A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of nonperforming loans, which could adversely affect our operations, financial condition and earnings. 8. We are subject to environmental liability risk associated with lending activities or properties we own. 9. Loans originated under the SBA Paycheck Protection Program subject us to credit, forgiveness and guarantee risk. Risks Related to our Business Strategy. 10. Our business strategy includes growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues. 11. We may incur losses due to minority investments in other financial technology related companies. 12. New lines of business or new products and services may subject us to additional risks. 13. Our efficiency ratio is high, and we anticipate that it may remain high, as a result of the ongoing implementation of our business strategy. 14. Possible investment in our preferred stock by the U.S. Treasury. Risks Related to Competitive Matters 15. Strong competition within our market areas may limit our growth and profitability. 16. Our small size makes it more difficult for us to compete. Risks Related to Our Management. 17. We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services. 18. Adherence to our internal policies and procedures by management is critical to our performance and how we are perceived by our regulators. Risks Related to Interest Rates. 19. The historically low interest rate environment and the possibility that we may access higher-cost funds to support our loan growth and operations may adversely affect our net interest income and profitability. 20. Future changes in interest rates could reduce our profits and asset values. 21. Changes in the valuation of securities held could adversely affect us. Risks Related to Laws and Regulations. 22. Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations. 23. Our New York State multi-family loan portfolio could be adversely impacted by changes in legislation or regulation. 24. Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions. 25. Our ability to originate loans could be restricted by recently adopted federal regulations. 26. We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares. 27. The Federal Reserve Board may require us to commit capital resources to support Ponce Bank. 28. Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations. 29. We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors. Risk Related to our Operations. 30. We face significant operational risks because the financial services business involves a high volume of transactions and increased reliance on technology, including risk of loss related to cyber security breaches. 31. The cost of finance and accounting systems, procedures and controls in order to satisfy our public company reporting requirements increases our expenses. Risks Related to Accounting Matters 32. Changes in accounting standards could affect reported earnings. 33. Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results. Other Risks Related to Our Business and Industry Generally 34. Ineffective liquidity management could adversely affect our financial results and condition. 35. Legal and regulatory proceedings and related matters could adversely affect us. 36. We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance. 37. Our 2018 Equity Incentive Plan has increased our expenses and reduced our income, and may dilute your ownership interests. 38. Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers. 39. Our historical markets, minority and immigrant individuals, may be threatened by gentrification and adverse political developments, which could decrease our growth and profitability. Risks Related to the Offering 40. The future price of the shares of common stock may be less than the $10.00 purchase price per share in the offering. 41. There may be a limited trading market in our shares of common stock, which would hinder your ability to sell our common stock and may lower the market price of our common stock. 42. Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance. 43. Our return on equity will be low following the offering. This could negatively affect the trading price of our shares of common stock. 44. The contribution to the Foundation will dilute your ownership interest and adversely affect net income in 2021. 45. Our contribution to the Foundation may not be tax deductible, which could reduce our profits. 46. Our stock-based benefit plans will increase our expenses and reduce our income. 47. The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans. 48. Various factors, including our articles of incorporation and bylaws, and Maryland and federal law, will make takeover attempts more difficult to achieve. 49. You may not revoke your decision to purchase Ponce Financial common stock in the subscription or community offerings after you send us your order. 50. The distribution of subscription rights could have adverse income tax consequences. 51. Our bylaws provide that, subject to limited exceptions, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees. ¬ See Front of Stock Order Form

PONCE FINANCIAL GROUP, INC.

STOCK INFORMATION CENTER: 1-844-977-0092

STOCK ORDER FORM INSTRUCTIONS

Sections (1) and (2) – Number of Shares and Total Payment Due. Indicate the Number of Shares that you wish to subscribe for and the Total Payment Due. Calculate the Total Payment Due by multiplying the Number of Shares by the $10.00 price per share. The minimum purchase is 25 shares ($250). No individual, or individuals acting through a single qualifying account, may purchase more than 30,000 shares ($300,000). Additionally, no person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than 50,000 shares ($500,000) of common stock in all categories of the offering combined.

Please see the Prospectus section entitled “The Conversion and Offering – Additional Limitations on Common Stock Purchases” for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase limitations.

Section (3) – Method of Payment – Check or Money Order. Payment may be made by including with this form a personal check, bank check or money order made payable to Ponce Financial Group, Inc. These will be deposited upon receipt. The funds remitted by personal check must be available within the account(s) when your Stock Order Form is received. Indicate the amount remitted. Interest will be calculated at 0.05% per annum from the date payment is processed until the offering is completed or terminated, at which time the subscriber will be issued a check for interest earned. Please do not remit cash, a Ponce Bank line of credit check, wire transfers or third party checks for this purchase.

Section (4) – Method of Payment – Deposit Account Withdrawal. Payment may be made by authorizing a direct withdrawal from your Ponce Bank deposit account(s). Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available within the account(s) at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you – the funds will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest within the account at the contractual rate until the offering is completed. The interest will remain in the accounts when the designated withdrawal is made, at the completion or termination of the offering. There will be no early withdrawal penalty for withdrawal from a Ponce Bank certificate of deposit (CD) account. Note that you may NOT designate accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Additionally, you may not designate direct withdrawal from a Ponce Bank IRA or other retirement accounts. For guidance on using retirement funds, whether held at Ponce Bank or elsewhere, please contact the Stock Information Center as soon as possible – preferably at least two weeks before the December 14,2021 offering deadline. See the Prospectus section entitled “The Conversion and Offering – Procedure for Purchasing Shares in the Subscription and Community Offerings – Using Individual Retirement Account Funds.” Your ability to use retirement account funds to purchase shares cannot be guaranteed and depends on various factors, including timing constraints and the institution where those funds are currently held.

Section (5) – Purchaser Information. Please check the one box that applies to the purchaser(s) listed in Section 9 of this form. Purchase priorities in the Subscription Offering are based on eligibility dates. Boxes (a), (b) and (c) refer to the Subscription Offering. If you checked box (a), (b) or (c), list all Ponce Bank deposit account numbers that the purchaser(s) had ownership in as of the applicable eligibility date. Include all forms of account ownership (e.g. individual, joint, IRA, etc.). If purchasing shares for a minor, list only the minor’s eligible accounts. If purchasing shares for a corporation or partnership, list only that entity’s eligible accounts. Attach a separate page, if necessary. Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription. Boxes (d), (e) and (f) refer to the Community Offering. Orders placed in the Subscription Offering will take priority over orders placed in the Community Offering. See the Prospectus section entitled “The Conversion and Offering” for further details about the Subscription and Community Offerings.

Section (6) – Management. Check the box if you are a Ponce Bank, PDL Community Bancorp, Ponce Bank MHC or Ponce Financial Group director, officer or employee, or a member of such director, officer or employee’s immediate family.

Section (7) – Maximum Purchaser Identification. Check the box, if applicable. Failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you checked the box but have not subscribed for the maximum amount in the Subscription Offering, you will not receive this notification.

Section (8) – Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary.

Section (9) – Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order, including a stock ownership statement. Each Stock Order Form will generate one stock ownership statement, subject to the stock allocation provisions described in the Prospectus. IMPORTANT: Subscription rights are non-transferable. If placing an order in the Subscription Offering, you may not add the names of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. A Social Security or Tax ID Number must be provided. The first number listed will be identified with the stock for tax reporting purposes. Listing at least one phone number is important in the event we need to contact you about this form. NOTE FOR FINRA MEMBERS: If you are a member of the Financial Industry Regulatory Authority (“FINRA”), or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of the FINRA member firm within one day of payment thereof.

PONCE FINANCIAL GROUP, INC.

STOCK INFORMATION CENTER: 1-844-977-0092

STOCK ORDER FORM INSTRUCTIONS (CONTINUED)

Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock ownership statements. Beneficiaries may not be named on stock registrations. If you have any questions about wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials – use the full first name, middle initial and last name. Omit words that do not affect ownership such as “Dr.” or “Mrs.” Check the one box that applies.

Buying Stock Individually – Used when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the individual named in Section 9 of the Stock Order Form must have had an eligible deposit account at Ponce Bank at the close of business on April 30, 2020, September 30, 2021 or November 1, 2021.

Buying Stock Jointly – To qualify in the Subscription Offering, the persons named in Section 9 of the Stock Order Form must have had an eligible deposit account at Ponce Bank at the close of business on April 30, 2020, September 30, 2021 or November 1, 2021.

Joint Tenants – Joint Tenancy (with Right of Survivorship) may be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares.

Tenants in Common – May be specified to identify two or more owners where, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the sale of shares.

Buying Stock for a Minor – Shares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 9 of the Stock Order Form must have had an eligible deposit account at Ponce Bank at the close of business on April 30, 2020, September 30, 2021 or November 1, 2021.

The standard abbreviation for custodian is “CUST.” The Uniform Transfer to Minors Act is “UTMA.” Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the NJ Uniform Transfer to Minors Act, should be registered as John Smith CUST Susan Smith UTMA-NJ (list only the minor’s social security number).

Buying Stock for a Corporation/Partnership – On the first name line indicate the name of the corporation or partnership and indicate the entity’s Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 9 of the Stock Order Form must have had an eligible deposit account at Ponce Bank at the close of business on April 30, 2020, September 30, 2021 or November 1, 2021.

Buying Stock in a Trust/Fiduciary Capacity – Indicate the name of the fiduciary and the capacity under which the fiduciary is acting (for example, “Executor”), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 9 of the Stock Order Form must have had an eligible deposit account at Ponce Bank at the close of business on April 30, 2020, September 30, 2021 or November 1, 2021.

Buying Stock in a Self-Directed IRA (for trustee/broker use only) – Registration should reflect the custodian or trustee firm’s registration requirements. For example, on the first name line, indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, “FBO JOHN SMITH IRA”). You can indicate an account number or other underlying information and the custodian or trustee firm’s address and department to which all correspondence should be mailed related to this order, including a stock ownership statement. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. To qualify in the Subscription Offering, the beneficial owner named in Section 9 of this form must have had an eligible deposit account at Ponce Bank at the close of business on April 30, 2020, September 30, 2021 or November 1, 2021.

Section (10) – Acknowledgment and Signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 4 requires more than one signature to authorize a withdrawal.

Please review the Prospectus carefully before making an investment decision. Deliver your completed original Stock Order Form, with full payment or deposit account withdrawal authorization, so that it is received (not postmarked) before 4:00 p.m., Eastern Time on December 14, 2021. Stock Order Forms can be delivered by using the enclosed postage paid Stock Order Reply Envelope by paying for overnight delivery to the Stock Information Center address listed on the front of the Stock Order Form Please do not mail Stock Order Forms to Ponce Bank. We are not required to accept Stock Order Forms that are found to be deficient or incorrect, or that do not include proper payment or the required signature. Faxes or copies of this form are not required to be accepted.

OVERNIGHT DELIVERY can be made to the Stock Information Center address listed on the front of the Stock Order Form.

QUESTIONS? Call our Stock Information Center, toll-free, at 1-844-977-0092, between 10:00 a.m. and 5:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center is not open on bank holidays.