8-K current report · filed Jun 12, 2026

Ponce Financial Group, Inc. (PDLB) 8-K Current Report: June 12, 2026

Item 5.07Item 8.01Item EX-99.1PDLB overview

Short answer

Ponce Financial Group, Inc. (PDLB) filed an 8-K current report with the SEC on June 12, 2026 reporting Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Three directors elected through 2029, including Steven A. Tsavaris, James Perez, and Marlene Cintron.

Ponce Financial Group, Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • Three directors elected through 2029, including Steven A. Tsavaris, James Perez, and Marlene Cintron
  • Forvis Mazars ratified as independent auditor for fiscal 2026, with 19,264,595 votes supporting
  • Executive compensation approved on advisory basis, but opposition reached 5,852,807 votes
  • 2,590,590 broker non-votes on director elections and say-on-pay, limiting shareholder participation margin

Item 8.01 · Other Events

  • CEO Carlos P. Naudon’s annual-meeting remarks furnished as Exhibit 99.1
  • Investor significance depends on the strategic, operating, or financial commentary in the accompanying exhibit

Item EX-99.1 · Exhibit EX-99.1

  • 2025 basic EPS reached $1.21 versus $0.46 in 2024 and $0.15 in 2023, signaling materially improved profitability
  • Revenue grew 45% from 2023 while expenses increased 1%, highlighting strong operating leverage
  • Capital-to-risk-weighted assets was 23.72%, with a 61% efficiency ratio at December 31, 2025
  • Digital deposits grew approximately $20 million to $55 million, while a $50 million government deposit supports Midwood branch expansion
  • ECIP repurchase potentially as soon as Q3 2026 could increase book value per share, subject to conditions and final price

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