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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): January 30, 2024

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 7.01 Regulation FD Disclosures.

Ponce Financial Group, Inc., (the “Company”), the holding company for Ponce Bank (the “Bank”), will be presenting at the 2024 CEO Forum hosted by Janney Montgomery Scott. Carlos P. Naudon, President and CEO, Sergio Vaccaro, Chief Financial Officer, and Frank Perez, Chief Investor Relations Officer will be in attendance and representing the Company.

The Company's slide presentation is furnished as Exhibit 99.1 to this Current Report, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number |  | Description
99.1 |  | 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: | January 30, 2023 | By: | /s/ Carlos P. Naudon
|  |  | Carlos P. Naudon President and Chief Executive Officer