Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41255

Ponce Financial Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

87-1893965

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

2244 Westchester Avenue

Bronx, NY

10462

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (718) 931-9000

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 Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 5, 2026, the registrant had 24,187,901 shares of common stock, $0.01 par value per share,outstanding.

Auditor Firm Id: 686

Auditor Name: Forvis Mazars, LLP

Auditor Location: New York, New York, USA


Table of Contents

Table of Contents

Page

PART I.

FINANCIAL INFORMATION

1

Item 1.

Consolidated Financial Statements

1

Consolidated Statements of Financial Condition (Unaudited)

1

Consolidated Statements of Operations (Unaudited)

2

Consolidated Statements of Comprehensive Income (Unaudited)

3

Consolidated Statements of Stockholders’ Equity (Unaudited)

4

Consolidated Statements of Cash Flows (Unaudited)

5

Notes to Consolidated Financial Statements (Unaudited)

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

49

Item 4.

Controls and Procedures

49

PART II.

OTHER INFORMATION

50

Item 1.

Legal Proceedings

50

Item 1A.

Risk Factors

50

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

50

Item 3.

Defaults Upon Senior Securities

50

Item 4.

Mine Safety Disclosures

50

Item 5.

Other Information

50

Item 6.

Exhibits

51

Signatures

52

i


Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements.

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Financial Condition (Unaudited)

March 31, 2026 and December 31, 2025

(Dollars in thousands, except share data)

March 31,

December 31,

2026

2025

(unaudited)

ASSETS

Cash and due from banks:

Cash

$

27,429

$

28,511

Interest-bearing deposits

89,817

97,643

Total cash and cash equivalents

117,246

126,154

Available-for-sale securities, at fair value (Note 3)

87,150

92,196

Held-to-maturity securities, net of allowance for credit losses of $211 at March 31, 2026 and $236 at December 31, 2025; at amortized cost (fair value at March 31, 2026 $258,007 and at December 31. 2025 $268,875) (Note 3)

263,514

272,982

Placement with banks

249

249

Mortgage loans held for sale, at fair value (Note 4)

2,127

3,388

Loans receivable, net of allowance for credit losses of $26,238 at March 31, 2026 and $25,449 at December 31, 2025 (Note 5)

2,698,649

2,599,258

Accrued interest receivable

19,274

17,905

Premises and equipment, net

15,159

15,638

Right of use assets (Note 6)

27,633

27,583

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

28,180

29,309

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

10,706

10,698

Deferred tax assets

11,729

11,501

Other assets

19,141

17,109

Total assets

$

3,300,757

$

3,223,970

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Deposits (Note 7)

$

2,133,795

$

2,046,635

Borrowings (Note 8)

571,100

596,100

Operating lease liabilities

29,429

29,353

Accrued interest payable

4,338

3,788

Other liabilities

10,732

6,545

Total liabilities

2,749,394

2,682,421

Commitments and contingencies (Note 10)

Stockholders' Equity:

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

Series A, senior non-cumulative perpetual, $1,000 per share liquidation preference, 225,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025

225,000

225,000

Common stock, $0.01 par value; 200,000,000 shares authorized; 24,886,711 shares issued at both March 31, 2026 and December 31, 2025; 24,187,901 shares outstanding as of March 31, 2026 and 24,135,926 shares outstanding as of December 31, 2025

249

249

Treasury stock, at cost; 698,810 shares as of March 31, 2026 and 750,785 shares as of December 31, 2025

(5,738

)

(6,164

)

Additional paid-in-capital

209,219

208,604

Retained earnings

143,674

135,332

Accumulated other comprehensive loss (Note 13)

(10,680

)

(10,820

)

Unearned compensation ─ ESOP; 1,134,808 shares as of March 31, 2026 and 1,168,244
shares as of December 31, 2025

(10,361

)

(10,652

)

Total stockholders' equity

551,363

541,549

Total liabilities and stockholders' equity

$

3,300,757

$

3,223,970

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

1


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31, 2026 and 2025

(Dollars in thousands, except share data)

For the Three Months Ended March 31,

2026

2025

Interest and dividend income:

Interest on loans receivable

$

43,982

$

37,136

Interest on deposits due from banks

770

1,668

Interest and dividend on securities and FHLBNY stock

3,910

5,193

Total interest and dividend income

48,662

43,997

Interest expense:

Interest on certificates of deposit

6,415

7,754

Interest on other deposits

8,630

8,554

Interest on borrowings

5,391

5,486

Total interest expense

20,436

21,794

Net interest income

28,226

22,203

Provision (benefit) for credit losses (Note 3) (Note 5)

1,656

(285

)

Net interest income after provision (benefit) for credit losses

26,570

22,488

Non-interest income:

Service charges and fees

539

525

Brokerage commissions

—

4

Late and prepayment charges

726

697

Income on sale of mortgage loans

120

148

Income on sale of SBA loans

—

404

Other

657

603

Total non-interest income

2,042

2,381

Non-interest expense:

Compensation and benefits

8,663

7,780

Occupancy and equipment

3,672

3,913

Data processing expenses

1,219

1,152

Direct loan expenses

121

388

Insurance and surety bond premiums

333

315

Office supplies, telephone and postage

193

170

Professional fees

1,346

1,364

Marketing and promotional expenses

228

83

Federal deposit insurance and regulatory assessment

409

461

Other operating expenses

1,056

1,262

Total non-interest expense

17,240

16,888

Income before income taxes

11,372

7,981

Provision for income taxes

2,749

2,022

Net income

$

8,623

$

5,959

Dividends on preferred shares

281

281

Net income available to common stockholders

$

8,342

$

5,678

Earnings per common share (Note 9):

Basic

$

0.36

$

0.25

Diluted

$

0.36

$

0.25

Weighted average common shares outstanding (Note 9):

Basic

22,988,317

22,662,916

Diluted

23,331,314

22,876,740

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

2


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31, 2026 and 2025

(In thousands)

For the Three Months Ended March 31,

2026

2025

Net income

$

8,623

$

5,959

Net change in unrealized gain on securities:

Unrealized gain

178

2,264

Income tax effect

(38

)

(482

)

Total other comprehensive income, net of tax

140

1,782

Total comprehensive income

8,763

7,741

Less: Dividends on preferred shares

281

281

Total comprehensive income available to common stockholders

$

8,482

$

7,460

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

3


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (Unaudited)

Three Months Ended March 31, 2026 and 2025

(Dollars in thousands, except share data)

Accumulated

Unallocated

Treasury

Additional

Other

Common

Preferred Stock

Common Stock

Stock,

Paid-in

Retained

Comprehensive

Stock

Shares

Amount

Shares

Amount

At Cost

Capital

Earnings

Loss

of ESOP

Total

Balance, December 31, 2025

225,000

$

225,000

24,135,926

$

249

$

(6,164

)

$

208,604

$

135,332

$

(10,820

)

$

(10,652

)

$

541,549

Net income

—

—

—

—

—

—

8,623

—

—

8,623

Preferred stock dividend

—

—

—

—

—

—

(281

)

—

—

(281

)

Other comprehensive income, net of tax

—

—

—

—

—

—

—

140

—

140

Release of restricted stock units

—

—

26,094

—

214

(214

)

—

—

—

Exercise of stock options

—

—

25,881

—

212

10

—

—

—

222

ESOP shares committed to be released (33,436 shares)

—

—

—

—

—

267

—

—

291

558

Share-based compensation

—

—

—

—

—

552

—

—

—

552

Balance, March 31, 2026

225,000

$

225,000

24,187,901

$

249

$

(5,738

)

$

209,219

$

143,674

$

(10,680

)

$

(10,361

)

$

551,363

Accumulated

Unallocated

Treasury

Additional

Other

Common

Preferred Stock

Common Stock

Stock,

Paid-in

Retained

Comprehensive

Stock

Shares

Amount

Shares

Amount

At Cost

Capital

Earnings

Loss

of ESOP

Total

Balance, December 31, 2024

225,000

$

225,000

23,961,214

$

249

$

(7,707

)

$

207,319

$

107,754

$

(15,297

)

$

(11,818

)

$

505,500

Net income

—

—

—

—

—

—

5,959

—

—

5,959

Preferred stock dividend

—

—

—

—

—

—

(281

)

—

—

(281

)

Other comprehensive income, net of tax

—

—

—

—

—

—

—

1,782

—

1,782

Release of restricted stock units

—

—

4,977

—

66

(66

)

—

—

—

—

ESOP shares committed to be released (33,436 shares)

—

—

—

—

—

132

—

—

291

423

Share-based compensation

—

—

—

—

—

503

—

—

—

503

Balance, March 31, 2025

225,000

$

225,000

23,966,191

$

249

$

(7,641

)

$

207,888

$

113,432

$

(13,515

)

$

(11,527

)

$

513,886

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

4


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31, 2026 and 2025

(In thousands)

Three Months Ended

March 31,

2026

2025

Cash Flows From Operating Activities:

Net income

$

8,623

$

5,959

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of premiums/discounts on securities, net

(3

)

(22

)

Gain on sale of loans

(120

)

(552

)

Provision (benefit) for credit losses

1,656

(285

)

Depreciation and amortization

1,232

1,207

ESOP compensation expense

587

560

Share-based compensation expense

552

503

Deferred income taxes

(266

)

(37

)

Changes in assets and liabilities:

Decrease in mortgage loans held for sale, fair value

1,381

2,317

Increase in accrued interest receivable

(1,369

)

(1,237

)

(Increase) decrease in other assets

(2,032

)

8,448

Increase in accrued interest payable

550

916

Decrease in operating lease liabilities

(684

)

(730

)

Increase (decrease) in other liabilities

3,774

(3,960

)

Net cash provided by operating activities

13,881

13,087

Cash Flows From Investing Activities:

Net redemption and (purchase) of FHLBNY stock

1,129

3,375

Net redemption and (purchase) of FRBNY stock

(8

)

—

Proceeds from maturities, calls and principal repayments on securities

14,720

13,603

Proceeds from sale of loans

1,067

5,738

Net increase in loans

(101,751

)

(90,397

)

Purchases of premises and equipment

(47

)

(154

)

Net cash used in investing activities

(84,890

)

(67,835

)

Cash Flows From Financing Activities:

Net increase in deposits

87,160

120,083

Net repayment from borrowings

(25,000

)

(75,000

)

Stock options exercised

222

—

Dividends paid on preferred stock

(281

)

(281

)

Net cash provided by financing activities

62,101

44,802

Net decrease in cash and cash equivalents

(8,908

)

(9,946

)

Cash and cash equivalents at beginning of period

126,154

139,839

Cash and cash equivalents at end of period

$

117,246

$

129,893

Supplemental disclosures of cash flow information:

Cash paid for interest on deposits and borrowings

$

19,886

$

20,878

Cash paid for income taxes

$

520

$

409

Operating lease assets in exchange for operating lease liabilities

$

760

$

—

The accompanying notes are an integral part of the consolidated financial statements (unaudited).

5


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Nature of Business

Basis of Presentation and Consolidation:

Ponce Financial Group, Inc. (hereafter referred to as “we,” “our,” “us,” “Ponce Financial Group, Inc.,” or the “Company”) is a financial holding company and the holding company of Ponce Bank, National Association. (“Ponce Bank” or the “Bank”), a national bank. The Company’s Consolidated Financial Statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary Ponce Bank. All significant intercompany transactions and balances have been eliminated in consolidation. For further information, refer to the audited Consolidated Financial Statements and Notes included in the Company' Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 13, 2026 (the "2025 Form 10-K").

Use of Estimates: In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date of the consolidated statement of financial condition, and revenues and expenses for the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, the valuation of loans held for sale, the valuation of deferred tax assets and investment securities and the estimates relating to the valuation for share-based awards.

Segment Reporting: Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment and one reportable segment.

Note 2. Preferred Stock

On June 7, 2022 (the “Original Closing Date”), the Company issued 225,000 shares of the Company’s Preferred Stock‎, par value $0.01 (the “Preferred Stock”) for an aggregate purchase price equal to $225,000,000 in cash to the Treasury, pursuant to the Treasury’s ECIP. Under the ECIP, Treasury provided investment capital directly to depository institutions that are CDFIs or MDIs or their holding companies, to provide loans, grants, and forbearance for small businesses, minority-owned businesses, and consumers, in low-income and underserved communities. No dividends accrued or were due for the first two years after issuance. For years three through ten, depending upon the level of qualified and/or deep impact lending made in targeted communities, as defined in the ECIP guidelines, dividends will be at an annual rate of either 2.0%, 1.25% or 0.5% and, thereafter, will be fixed at one of the foregoing rates. If we are unable to make qualified and/or deep impact loans at required levels, we will be required to pay dividends at the higher annual rates.Additionally, we may make qualified and/or deep impact loans that are riskier than we otherwise would in an effort to meet the lending requirements for the lower dividend rates and/or to qualify for the purchase option under the Repurchase Agreement (as described below).

Holders of Preferred Stock generally do not have any voting rights, with the exception of voting rights on certain matters as outlined in the Certificate of Designations. The Treasury is the holder of the Preferred Stock and a governmental entity, and the Treasury may hold interests that are different from a private investor in exercising its voting and other rights. In the event of a liquidation, dissolution or winding up of the Company, the Preferred Stock will be entitled to a liquidation preference, subject to certain limitations, in the amount of the sum of $1,000 per share plus declared and unpaid dividends (without accumulation of undeclared dividends) on each share.

As a participant in the ECIP, the Company must comply with certain operating requirements. Specifically, the Company must adopt the Treasury's standards for executive compensation and luxury expenses for the period during which the Treasury holds equity issued under the ECIP. These restrictions may make it difficult to adequately compensate our management team, which could impact our ability to retain qualified management. Additionally, under the ECIP regulations, the Company cannot pay dividends or repurchase its common stock unless it meets certain income-based tests and has paid the required dividends on the Preferred Stock. In June 2024, the Company began paying dividends on its Preferred Stock, which dividends were $0.3 million for the three months ended March 31, 2026 and $0.3 million for the three months ended March 31, 2025.

6


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

On December 20, 2024, the Company entered into an ECIP Securities Purchase Option Agreement (the “Repurchase Agreement”) with Treasury. Pursuant to the Repurchase Agreement, Treasury has granted the Company an option to purchase all of the Preferred Stock during the Option Period, which is the first fifteen years following the Original Closing Date. The purchase price for the Preferred Stock pursuant to the purchase option is determined based on a formula equal to the present value of the Preferred Stock, calculated as set forth in the Repurchase Agreement, together with any accrued and unpaid dividends thereon, as of the closing date. Subject to variations in interest rates and the equity risk premium, which are components included in the purchase price calculation, the Company presently expects that the purchase price will be at a substantial discount from the face value of the Preferred Stock.

The purchase option may not be exercised unless and until at least one of the Threshold Conditions under the Repurchase Agreement has been met. The Threshold Conditions are as follows: during the ten years that follow the Original Closing Date (the “ECIP Period”) either (1) over any sixteen consecutive quarters, an average of at least 60% of the Company’s Total Originations, as defined pursuant to the terms of the ECIP, qualifies as “Deep Impact Lending,” as defined pursuant to the terms of the ECIP (the “Deep Impact Condition”); (2) over any twenty-four consecutive quarters, an average of at least 85% of the Company’s Total Originations qualifies as “Qualified Lending,” as defined pursuant to the terms of the ECIP (the “Qualified Lending Condition”); or (3) the Preferred Stock has a dividend rate of no more than 0.5%, which dividend rate is calculated pursuant to the ECIP and the terms thereof, at each of six consecutive Reset Dates, as defined in the ECIP.

The earliest possible date by which a Threshold Condition may be met is June 30, 2026, which is the end of the sixteenth consecutive quarter following the Original Closing Date. However, the Company does not currently meet any of the Threshold Conditions to exercise the purchase option, and there can be no assurance if and when the Threshold Conditions will be met. The closing of the repurchase of the Preferred Stock, if consummated, would occur between thirty and ninety days following the satisfaction of the Threshold Condition and all other applicable conditions. At present, the Company has reported 15 consecutive quarters for which it has met both the Deep Impact and Qualified Lending Conditions. The Preferred Stock currently has a dividend rate of 0.5%.

In addition to the requirement that a Threshold Condition be met, the Repurchase Agreement requires that the Company meet certain other eligibility conditions in order to exercise the purchase option in the future, including compliance with the terms of the original ECIP purchase agreement and the terms of the Preferred Stock, maintaining qualification as either a CDFI or an MDI, and meeting other legal and regulatory criteria. Although the Company currently meets the general eligibility criteria, other than satisfying one of the Threshold Conditions, there can be no assurance that the Company will meet such criteria, or any amended or additional criteria that may be imposed, in the future.

The purchase option granted under the agreement is a freestanding financial instrument under GAAP. The Company analyzed the fair value of the repurchase option in accordance with ASC Topic 820 “Fair Value Measurements” and determined that the purchase option value is de minimis as of December 20, 2024, December 31, 2025 and March 31, 2026.

7


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 3. Securities

The amortized cost, gross unrealized gains and losses, and fair value of securities at March 31, 2026 and December 31, 2025 are summarized as follows:

March 31, 2026

Gross

Gross

Amortized

Unrealized

Unrealized

Cost

Gains

Losses

Fair Value

(in thousands)

Available-for-Sale Securities:

Corporate Bonds

$

13,500

$

—

$

(558

)

$

12,942

Mortgage-Backed Securities:

Collateralized Mortgage Obligations (1)

30,077

—

(4,494

)

25,583

FHLMC Certificates

7,660

—

(790

)

6,870

FNMA Certificates

49,414

—

(7,735

)

41,679

GNMA Certificates

75

1

—

76

Total available-for-sale securities

$

100,726

$

1

$

(13,577

)

$

87,150

Held-to-Maturity Securities:

Corporate Bonds

$

7,500

$

25

$

(192

)

$

7,333

Mortgage-Backed Securities:

Collateralized Mortgage Obligations (1)

155,069

41

(3,453

)

151,657

FHLMC Certificates

3,107

42

(119

)

3,030

FNMA Certificates

87,438

—

(2,125

)

85,313

SBA Certificates

10,611

63

—

10,674

Allowance for Credit Losses

(211

)

—

—

—

Total held-to-maturity securities

$

263,514

$

171

$

(5,889

)

$

258,007

(1)
Comprised of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Ginnie Mae (“GNMA”) issued securities.

December 31, 2025

Gross

Gross

Amortized

Unrealized

Unrealized

Cost

Gains

Losses

Fair Value

(in thousands)

Available-for-Sale Securities:

U.S. Government Bonds

$

2,999

$

—

$

(20

)

$

2,979

Corporate Bonds

13,501

—

(738

)

12,763

Mortgage-Backed Securities:

Collateralized Mortgage Obligations (1)

30,839

—

(4,493

)

26,346

FHLMC Certificates

7,915

—

(790

)

7,125

FNMA Certificates

50,620

—

(7,714

)

42,906

GNMA Certificates

76

1

—

77

Total available-for-sale securities

$

105,950

$

1

$

(13,755

)

$

92,196

Held-to-Maturity Securities:

Corporate Bonds

$

7,500

$

36

$

(138

)

$

7,398

Mortgage-Backed Securities:

Collateralized Mortgage Obligations (1)

160,786

100

(2,876

)

158,010

FHLMC Certificates

3,133

22

(119

)

3,036

FNMA Certificates

90,868

53

(1,453

)

89,468

SBA Certificates

10,931

32

—

10,963

Allowance for Credit Losses

(236

)

—

—

—

Total held-to-maturity securities

$

272,982

$

243

$

(4,586

)

$

268,875

8


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

(1)
Comprised of FHLMC, FNMA and GNMA issued securities.

The Company’s securities portfolio had 33and 34 available-for-sale securities and 28 and 28 held-to-maturity securities at March 31, 2026 and December 31, 2025, respectively. There were no available-for-sale and held-to-maturity securities sold during the three months ended March 31, 2026 and for the year ended December 31, 2025. There was one available-for-sale security in the amount of $3.0 million that matured during the three months ended March 31, 2026. There were four available-for-sale securities in the total amount of $8.3 million and three held-to-maturity securities in the total amount of $50.0 million that matured or were called during the year ended December 31, 2025. The Company did not purchase any available-for-sale securities and held-to-maturity securities during the three months ended March 31, 2026 and during the year ended December 31, 2025.

The following table presents the Company's gross unrealized losses and fair values of its securities, aggregated by the length of time the individual securities have been in a continuous unrealized loss position, at March 31, 2026 and December 31, 2025:

March 31, 2026

Securities With Gross Unrealized Losses

Less Than 12 Months

12 Months or More

Total

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

(in thousands)

Available-for-Sale Securities:

Corporate Bonds

$

—

$

—

$

12,942

$

(558

)

$

12,942

$

(558

)

Mortgage-Backed Securities:

Collateralized Mortgage Obligations

—

—

25,583

(4,494

)

25,583

(4,494

)

FHLMC Certificates

—

—

6,870

(790

)

6,870

(790

)

FNMA Certificates

—

—

41,679

(7,735

)

41,679

(7,735

)

Total available-for-sale securities

$

—

$

—

$

87,074

$

(13,577

)

$

87,074

$

(13,577

)

Held-to-Maturity Securities:

Corporate Bonds

$

—

$

—

$

5,308

$

(192

)

$

5,308

$

(192

)

Mortgage-Backed Securities:

Collateralized Mortgage Obligations

16,013

(21

)

127,773

(3,432

)

143,786

(3,453

)

FHLMC Certificates

—

—

605

(119

)

605

(119

)

FNMA Certificates

3,464

(48

)

81,849

(2,077

)

85,313

(2,125

)

Total held-to-maturity securities

$

19,477

$

(69

)

$

215,535

$

(5,820

)

$

235,012

$

(5,889

)

9


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

December 31, 2025

Securities With Gross Unrealized Losses

Less Than 12 Months

12 Months or More

Total

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

Value

Losses

Value

Losses

Value

Losses

(in thousands)

Available-for-Sale Securities:

U.S. Government Bonds

$

—

$

—

$

2,979

$

(20

)

$

2,979

$

(20

)

Corporate Bonds

—

—

12,763

(738

)

12,763

(738

)

Mortgage-Backed Securities:

Collateralized Mortgage Obligations

—

—

26,346

(4,493

)

26,346

(4,493

)

FHLMC Certificates

—

—

7,125

(790

)

7,125

(790

)

FNMA Certificates

—

—

42,906

(7,714

)

42,906

(7,714

)

Total available-for-sale securities

$

—

$

—

$

92,119

$

(13,755

)

$

92,119

$

(13,755

)

Held-to-Maturity Securities:

Corporate Bonds

$

—

$

—

$

5,362

$

(138

)

$

5,362

$

(138

)

Mortgage-Backed Securities:

Collateralized Mortgage Obligations

16,561

(50

)

132,942

(2,826

)

149,503

(2,876

)

FHLMC Certificates

—

—

616

(119

)

616

(119

)

FNMA Certificates

—

—

85,670

(1,453

)

85,670

(1,453

)

Total held-to-maturity securities

$

16,561

$

(50

)

$

224,590

$

(4,536

)

$

241,151

$

(4,586

)

At March 31, 2026 and December 31, 2025, the Company had 32 and 33 available-for-sale securities and 22 and 21 held-to-maturity securities at March 31, 2026 and December 31, 2025, respectively, with gross unrealized loss positions. Management reviewed the financial condition of the entities underlying the securities at both March 31, 2026 and December 31, 2025. The unrealized losses related to the Company debt securities were issued by U.S. government-sponsored entities and agencies and corporate bonds. The Company does not believe that the debt securities that were in an unrealized loss position as of March 31, 2026 represents a credit loss impairment. The gross unrealized loss positions related to mortgage-backed securities and other obligations issued by the U.S. government agencies or U.S. government-sponsored enterprises carry the explicit and/or implicit guarantee of the U.S. government and have a long history of zero credit loss. Total gross unrealized losses were primarily attributable to changes in interest rates relative to when the investment securities were purchased and not due to the credit quality of the investment securities.

10


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Management reviewed the collectability of the corporate bonds taking into consideration of such factors as the financial condition of the issuers, reported regulatory capital ratios of the issuers, credit ratings, including ratings in effect as of the reporting date. Management believes the unrealized losses on the corporate bonds are primarily attributable to changes in the interest rates and not changes in the credit quality of the issuers of the corporate bonds.

The following is a summary of maturities of securities at March 31, 2026. Amounts are shown by contractual maturity. Because borrowers for mortgage-backed securities have the right to prepay obligations with or without prepayment penalties, at any time, these securities are included as a total within the table.

March 31, 2026

Amortized

Fair

Cost

Value

(in thousands)

Available-for-Sale Securities:

Corporate Bonds:

Amounts maturing:

Three months or less

$

—

$

—

More than three months through one year

—

—

More than one year through five years

4,000

3,602

More than five years through ten years

9,500

9,340

13,500

12,942

Mortgage-Backed Securities

87,226

74,208

Total available-for-sale securities

$

100,726

$

87,150

Held-to-Maturity Securities:

Corporate Bonds:

Amounts maturing:

Three months or less

$

—

$

—

More than three months through one year

—

—

More than one year through five years

—

—

More than five years through ten years

7,500

7,333

7,500

7,333

Mortgage-Backed Securities

256,225

250,674

Allowance for Credit Losses

(211

)

—

Total held-to-maturity securities

$

263,514

$

258,007

At March 31, 2026 and December 31, 2025, no securities were pledged as collateral for borrowing activities.

The following table presents the activity in the allowance for credit losses for held-to-maturity securities:

For the Three

Months Ended

For the Year Ended

March 31, 2026

December 31, 2025

(in thousands)

Allowance for credit losses on securities at beginning of period

$

236

$

216

(Benefit) provision for credit losses

(25

)

20

Allowance for credit losses on securities at end of period

$

211

$

236

At March 31, 2026 and December 31, 2025, the entire allowance for credit losses on securities was allocated to corporate bonds.

11


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 4. Mortgage Loans Held-for-Sale

The following table provides the fair value and contractual principal balance outstanding of mortgage loans held-for-sale accounted for under the fair value option:

March 31,

December 31,

2026

2025

(in thousands)

Mortgage loans held-for-sale, at fair value

$

2,127

$

3,388

Mortgage loans held-for-sale, contractual principal outstanding

2,084

3,337

Fair value less unpaid principal balance

$

43

$

51

At March 31, 2026 and December 31, 2025, the Company had 7 loans and 10 loans in the amount of $2.1 million and $3.4 million, respectively, that were classified as held-for-sale and accounted for under the fair value option accounting guidance for financial assets and financial liabilities.

At March 31, 2026 and December 31, 2025, there were no mortgage loans held for sale that were greater than 90 days past due and non-accrual with a substandard risk rating.

12


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 5. Loans Receivable, Net and Allowance for Credit Losses

Loans receivable, net at March 31, 2026 and December 31, 2025 are summarized as follows:

March 31,

December 31,

2026

2025

(in thousands)

Mortgage loans:

1-4 Family residential (1)

$

431,377

$

434,374

Multifamily residential

915,333

756,542

Nonresidential properties

534,256

526,210

Construction and land

763,990

854,096

Total mortgage loans

2,644,956

2,571,222

Nonmortgage loans:

Business loans

80,366

53,063

Consumer loans

596

625

Total non-mortgage loans

80,962

53,688

Total loans, gross

2,725,918

2,624,910

Net deferred loan origination fees

(1,031

)

(203

)

Allowance for Credit Losses

(26,238

)

(25,449

)

Loans receivable, net

$

2,698,649

$

2,599,258

(1)
Includes both investor owned and owner occupied 1-4 family residential properties combined, which were previously reported separately.

The Company’s lending activities are conducted principally in metropolitan New York City. The Company primarily grants loans secured by real estate to individuals and businesses pursuant to an established credit policy applicable to each type of lending activity in which it engages. Although collateral provides assurance as a secondary source of repayment, the Company ordinarily requires the primary source of repayment to be based on the borrowers’ ability to generate continuing cash flows. The Company also evaluates the collateral and creditworthiness of each customer. The credit policy provides that depending on the borrowers’ creditworthiness and type of collateral, credit may be extended up to predetermined percentages of the market value of the collateral or on an unsecured basis. Real estate is the primary form of collateral. Other important forms of collateral are time deposits and marketable securities.

For disclosures related to the allowance for credit losses and credit quality, the Company does not have any disaggregated classes of loans below the segment level.

Credit-Quality Indicators: Internally assigned risk ratings are used as credit-quality indicators, which are reviewed by management on a quarterly basis.

The objectives of the Company’s risk-rating system are to provide the Board of Directors and senior management with an objective assessment of the overall quality of the loan portfolio, to promptly and accurately identify loans with well-defined credit weaknesses so that timely action can be taken to minimize credit loss, to identify relevant trends affecting the collectability of the loan portfolio, to isolate potential problem areas and to provide essential information for determining the adequacy of the allowance for credit losses.

Below are the definitions of the internally assigned risk ratings:

•
Strong Pass – Loans to a new or existing borrower collateralized at least 90 percent by an unimpaired deposit account at the Company.
•
Good Pass – Loans to a new or existing borrower in a well-established enterprise in excellent financial condition with strong liquidity and a history of consistently high level of earnings, cash flow and debt service capacity.
•
Satisfactory Pass – Loans to a new or existing borrower of average strength with acceptable financial condition, satisfactory record of earnings and sufficient historical and projected cash flow to service the debt.
•
Performance Pass – Existing loans that evidence strong payment history but document less than average strength, financial condition, record of earnings, or projected cash flows with which to service the debt.
•
Special Mention – Loans in this category are currently protected but show one or more potential weaknesses and risks which may inadequately protect collectability or borrower’s ability to meet repayment terms at some future date if the weakness or weaknesses are not monitored or remediated.

13


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

•
Substandard – Loans that are inadequately protected by the repayment capacity of the borrower or the current sound net worth of the collateral pledged, if any. Loans in this category have well defined weaknesses and risks that jeopardize the repayment. They are characterized by the distinct possibility that some loss may be sustained if the deficiencies are not remediated.
•
Doubtful – Loans that have all the weaknesses of loans classified as “Substandard” with the added characteristics that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, highly questionable and improbable.

Loans within the top four categories above are considered pass rated, as commonly defined. Risk ratings are assigned as necessary to differentiate risk within the portfolio. Risk ratings are reviewed on an ongoing basis and revised to reflect changes in the borrowers’ financial condition and outlook, debt service coverage capability, repayment performance, collateral value and coverage as well as other considerations.

The following tables summarize total loans by year of origination and internally assigned credit risk ratings:

2026

2025

2024

2023

2022

2021 and Prior

Total

(in thousands)

March 31, 2026

Mortgage Loans:

1-4 Family residential

Pass

$

2,577

$

6,299

$

6,743

$

41,302

$

98,061

$

267,817

$

422,799

Special mention

—

—

—

839

—

1,527

2,366

Substandard

—

—

—

—

—

6,212

6,212

Total 1-4 Family residential

2,577

6,299

6,743

42,141

98,061

275,556

431,377

Multifamily residential

Pass

185,930

137,161

104,458

72,837

156,666

243,226

900,278

Special mention

—

—

—

1,120

—

2,018

3,138

Substandard

—

—

—

5,005

—

6,912

11,917

Total Multifamily residential

185,930

137,161

104,458

78,962

156,666

252,156

915,333

Nonresidential properties

Pass

20,827

166,854

75,267

28,249

75,447

166,254

532,898

Special mention

—

—

—

—

—

—

—

Substandard

—

—

—

—

—

1,358

1,358

Total Nonresidential properties

20,827

166,854

75,267

28,249

75,447

167,612

534,256

Construction and Land

Pass

69,229

281,505

143,481

243,289

11,501

—

749,005

Special mention

—

—

—

4,744

—

—

4,744

Substandard

—

—

—

—

—

10,241

10,241

Total Construction and land

69,229

281,505

143,481

248,033

11,501

10,241

763,990

Total mortgage loans

278,563

591,819

329,949

397,385

341,675

705,565

2,644,956

Nonmortgage Loans:

Business loans

Pass

918

52,897

17,162

6,518

90

1,958

79,543

Special mention

—

255

—

—

—

185

440

Substandard

—

67

235

—

9

72

383

Total Business loans

918

53,219

17,397

6,518

99

2,215

80,366

Consumer loans

Pass

103

202

99

140

48

4

596

Special mention

—

—

—

—

—

—

—

Substandard

—

—

—

—

—

—

—

Total Consumer loans

103

202

99

140

48

4

596

Total nonmortgage loans

1,021

53,421

17,496

6,658

147

2,219

80,962

Total loans, gross

$

279,584

$

645,240

$

347,445

$

404,043

$

341,822

$

707,784

$

2,725,918

14


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

2025

2024

2023

2022

2021

2020 and Prior

Total

(in thousands)

December 31, 2025

Mortgage Loans:

1-4 Family residential

Pass

$

3,843

$

4,108

$

43,110

$

98,048

$

53,740

$

221,194

$

424,043

Special mention

—

—

842

—

823

1,180

2,845

Substandard

—

—

—

—

2,302

5,184

7,486

Total 1-4 Family residential

3,843

4,108

43,952

98,048

56,865

227,558

434,374

Multifamily residential

Pass

149,358

107,129

73,769

157,228

58,343

186,331

732,158

Special mention

—

4,462

1,121

—

4,332

1,357

11,272

Substandard

—

—

5,063

—

—

8,049

13,112

Total Multifamily residential

149,358

111,591

79,953

157,228

62,675

195,737

756,542

Nonresidential properties

Pass

170,449

77,935

28,328

74,281

59,835

112,768

523,596

Special mention

—

—

—

2,614

—

—

2,614

Substandard

—

—

—

—

—

—

Total Nonresidential properties

170,449

77,935

28,328

76,895

59,835

112,768

526,210

Construction and Land

Pass

279,271

143,515

358,926

56,297

—

—

838,009

Special mention

—

—

4,659

—

—

—

4,659

Substandard

—

—

—

—

3,180

8,248

11,428

Total Construction and land

279,271

143,515

363,585

56,297

3,180

8,248

854,096

Total mortgage loans

602,921

337,149

515,818

388,468

182,555

544,311

2,571,222

Nonmortgage Loans:

Business loans

Pass

26,618

17,183

6,421

105

457

1,609

52,393

Special mention

344

—

—

7

—

192

543

Substandard

—

37

—

12

78

—

127

Total Business loans

26,962

17,220

6,421

124

535

1,801

53,063

Consumer loans

Pass

275

127

160

57

6

—

625

Special mention

—

—

—

—

—

—

—

Substandard

—

—

—

—

—

—

—

Total Consumer loans

275

127

160

57

6

—

625

Total nonmortgage loans

27,237

17,347

6,581

181

541

1,801

53,688

Total loans, gross

$

630,158

$

354,496

$

522,399

$

388,649

$

183,096

$

546,112

$

2,624,910

15


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

An aging analysis of loans, as of March 31, 2026 and December 31, 2025, is as follows:

March 31, 2026

30-59

60-89

90 Days

90 Days

Days

Days

or More

Nonaccrual

or More

Current

Past Due

Past Due

Past Due

Total

Loans

Accruing

(in thousands)

Mortgage loans:

1-4 Family residential

$

422,323

$

4,598

$

821

$

3,635

$

431,377

$

3,635

$

—

Multifamily residential

899,936

6,169

—

9,228

915,333

9,228

—

Nonresidential properties

533,429

827

—

—

534,256

—

—

Construction and land

756,929

—

—

7,061

763,990

7,061

—

Nonmortgage loans:

Business

78,933

1,006

—

427

80,366

427

—

Consumer

596

—

—

—

596

—

—

Total

$

2,692,146

$

12,600

$

821

$

20,351

$

2,725,918

$

20,351

$

—

December 31, 2025

30-59

60-89

90 Days

90 Days

Days

Days

or More

Nonaccrual

or More

Current

Past Due

Past Due

Past Due

Total

Loans

Accruing

(in thousands)

Mortgage loans:

1-4 Family residential

$

420,591

$

6,836

$

2,110

$

4,837

$

434,374

$

4,837

$

—

Multifamily residential

740,222

3,208

—

13,112

756,542

13,112

—

Nonresidential properties

524,446

1,764

—

—

526,210

—

—

Construction and land

845,849

—

—

8,247

854,096

8,247

—

Nonmortgage loans:

Business

52,278

118

—

667

53,063

667

—

Consumer

625

—

—

—

625

—

—

Total

$

2,584,011

$

11,926

$

2,110

$

26,863

$

2,624,910

$

26,863

$

—

The following schedules detail the composition of the allowance for credit losses on loans and the related recorded investment in loans as of and for the three months ended March 31, 2026 and 2025, and as of and for the year ended December 31, 2025:

For the Three Months Ended March 31, 2026

Mortgage Loans

Nonmortgage
Loans

Total

1-4
Family
Residential

Multifamily

Nonresidential

Construction
and Land

Business

Consumer

For the
Period

(in thousands)

Allowance for Credit Losses:

Balance, beginning of period

$

3,873

$

9,041

$

4,353

$

6,149

$

2,017

$

16

$

25,449

Provision (benefit) charged to expense

801

(1,095

)

389

(541

)

1,745

(6

)

1,293

Charge-offs

—

—

—

—

(504

)

—

(504

)

Recoveries

—

—

—

—

—

—

—

Balance, end of period

$

4,674

$

7,946

$

4,742

$

5,608

$

3,258

$

10

$

26,238

Ending balance: individually
evaluated for impairment

$

—

$

—

$

—

$

—

$

427

$

—

$

427

Ending balance: collectively
evaluated for impairment

4,674

7,946

4,742

5,608

2,831

10

25,811

Total

$

4,674

$

7,946

$

4,742

$

5,608

$

3,258

$

10

$

26,238

Loans:

Ending balance: individually
evaluated for impairment

$

3,635

$

9,228

$

—

$

7,061

$

427

$

—

$

20,351

Ending balance: collectively
evaluated for impairment

427,742

906,105

534,256

756,929

79,939

596

2,705,567

Total

$

431,377

$

915,333

$

534,256

$

763,990

$

80,366

$

596

$

2,725,918

16


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2025

Mortgage Loans

Nonmortgage Loans

Total

1-4
Family
Residential

Multifamily

Nonresidential

Construction
and Land

Business

Consumer

For the
Period

(in thousands)

Allowance for loan losses:

Balance, beginning of period

$

5,932

$

5,004

$

2,697

$

7,710

$

1,113

$

46

$

22,502

(Benefit) provision charged to expense

(1,393

)

2,836

300

(1,064

)

52

—

731

Charge-offs

(38

)

—

—

—

(222

)

(3

)

(263

)

Recoveries

—

—

—

—

4

—

4

Balance, end of period

$

4,501

$

7,840

$

2,997

$

6,646

$

947

$

43

$

22,974

Ending balance: individually
evaluated for impairment

$

—

$

—

$

—

$

—

$

171

$

—

$

171

Ending balance: collectively
evaluated for impairment

4,501

7,840

2,997

6,646

776

43

22,803

Total

$

4,501

$

7,840

$

2,997

$

6,646

$

947

$

43

$

22,974

Loans:

Ending balance: individually
evaluated for impairment

$

2,906

$

9,788

$

—

$

10,058

$

171

$

—

$

22,923

Ending balance: collectively
evaluated for impairment

460,636

665,753

390,681

805,367

46,158

997

2,369,592

Total

$

463,542

$

675,541

$

390,681

$

815,425

$

46,329

$

997

$

2,392,515

For the Year Ended December 31, 2025

Mortgage Loans

Nonmortgage Loans

Total

1-4
Family
Residential

Multifamily

Nonresidential

Construction
and Land

Business

Consumer

For the
Period

(in thousands)

Allowance for loan losses:

Balance, beginning of year

$

5,932

$

5,004

$

2,697

$

7,710

$

1,113

$

46

$

22,502

(Benefit) provision charged to expense

(1,990

)

4,037

1,656

(1,561

)

2,309

18

4,469

Charge-offs

(69

)

—

—

—

(1,444

)

(48

)

(1,561

)

Recoveries

—

—

—

—

39

—

39

Balance, end of year

$

3,873

$

9,041

$

4,353

$

6,149

$

2,017

$

16

$

25,449

Ending balance: individually
evaluated for impairment

$

—

$

—

$

—

$

—

$

667

$

—

$

667

Ending balance: collectively
evaluated for impairment

3,873

9,041

4,353

6,149

1,350

16

24,782

Total

$

3,873

$

9,041

$

4,353

$

6,149

$

2,017

$

16

$

25,449

Loans:

Ending balance: individually
evaluated for impairment

$

4,837

$

13,112

$

—

$

8,247

$

667

$

—

$

26,863

Ending balance: collectively
evaluated for impairment

429,537

743,430

526,210

845,849

52,396

625

2,598,047

Total

$

434,374

$

756,542

$

526,210

$

854,096

$

53,063

$

625

$

2,624,910

The following tables summarize gross charge-offs by vintage:

2026

2025

2024

2023

2022

2021 and Prior

Total

(in thousands)

For the Three Months Ended March 31, 2026

Business loans

$

—

$

—

$

100

$

393

$

11

$

—

$

504

Total charge-offs

$

—

$

—

$

100

$

393

$

11

$

—

$

504

17


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

2025

2024

2023

2022

2021

2020 and Prior

Total

(in thousands)

For the Three Months Ended March 31, 2025

1-4 Family residential

$

—

$

—

$

—

$

—

$

—

$

38

$

38

Business loans

—

197

—

—

—

25

222

Consumer loans

—

—

3

—

—

—

3

Total charge-offs

$

—

$

197

$

3

$

—

$

—

$

63

$

263

Loans are considered non-accrual when current information and events indicate all amounts due may not be collectable according to the contractual terms of the related loan agreements. Non-accrual loans are identified by applying normal loan review procedures in accordance with the allowance for credit losses methodology. Management periodically assesses loans to determine whether impairment exists. Any loan that is, or will potentially be, no longer performing in accordance with the terms of the original loan contract is evaluated to determine impairment.

The following information relates to non-accrual loans as of and for the three months ended March 31, 2026 and 2025 and as of and for the year ended December 31, 2025:

Unpaid
Contractual

Recorded
Investment

Recorded
Investment

Total

Average

Interest Income

As of and For the Three Months Ended

Principal

With No

With

Recorded

Related

Recorded

Recognized

March 31, 2026

Balance

Allowance

Allowance

Investment

Allowance

Investment

on a Cash Basis

(in thousands)

Mortgage loans:

1-4 Family residential

$

3,624

$

3,635

$

—

$

3,635

$

—

$

4,236

$

28

Multifamily residential

9,072

9,228

—

9,228

—

11,170

64

Nonresidential properties

—

—

—

—

—

—

—

Construction and land

7,061

7,061

—

7,061

—

7,654

—

Nonmortgage loans:

Business

227

—

427

427

427

547

2

Consumer

—

—

—

—

—

—

—

Total

$

19,984

$

19,924

$

427

$

20,351

$

427

$

23,607

$

94

Unpaid
Contractual

Recorded
Investment

Recorded
Investment

Total

Average

Interest Income

As of and For the Three Months Ended

Principal

With No

With

Recorded

Related

Recorded

Recognized

March 31, 2025

Balance

Allowance

Allowance

Investment

Allowance

Investment

on a Cash Basis

(in thousands)

Mortgage loans:

1-4 Family residential

$

2,892

$

2,906

$

—

$

2,906

$

—

$

2,600

$

12

Multifamily residential

9,527

9,788

—

9,788

—

10,030

32

Nonresidential properties

—

—

—

—

—

—

—

Construction and land

10,058

10,058

—

10,058

—

10,058

—

Nonmortgage loans:

Business

171

—

171

171

171

257

—

Consumer

—

—

—

—

—

—

—

Total

$

22,648

$

22,752

$

171

$

22,923

$

171

$

22,945

$

44

18


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Unpaid
Contractual

Recorded
Investment

Recorded
Investment

Total

Average

Interest Income

As of and for the Year Ended

Principal

With No

With

Recorded

Related

Recorded

Recognized

December 31, 2025

Balance

Allowance

Allowance

Investment

Allowance

Investment

on a Cash Basis

(in thousands)

Mortgage loans:

1-4 Family residential

$

4,819

$

4,837

$

—

$

4,837

$

—

$

3,182

$

209

Multifamily residential

12,731

13,112

—

13,112

—

11,815

390

Nonresidential properties

—

—

—

—

—

101

—

Construction and land

8,800

8,247

—

8,247

—

7,596

—

Nonmortgage loans:

Business

667

—

667

667

667

467

10

Consumer

—

—

—

—

—

—

—

Total

$

27,017

$

26,196

$

667

$

26,863

$

667

$

23,161

$

609

Collateral Dependent Loans

A loan is considered collateral dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral.

The Company had collateral dependent loans which were individually evaluated to determine expected credit losses as of the dates indicated.

March 31, 2026

December 31, 2025

Associated

Associated

Collateral

Allowance for

Collateral

Allowance for

Dependent

Credit Losses

Dependent

Credit Losses

(in thousands)

1-4 Family residential

$

3,636

$

—

$

4,837

$

—

Multifamily residential

9,228

—

13,112

—

Construction and land

7,060

—

8,247

—

Total

$

19,924

$

—

$

26,196

$

—

Loan Modifications to Borrowers Experiencing Financial Difficulty

The Company adopted Accounting Standards Update (“ASU”) 2022-02 on January 1, 2023. Since adoption, the Company has modified one loan with borrowers experiencing financial difficulty. These modifications may include a reduction in interest rate, an extension in term, principal forgiveness and/or other than insignificant payment delay. At March 31, 2026 and December 31, 2025, there was one loan in the amount of $0.2 million with modifications to a borrower experiencing financial difficulty.

Prior to the adoption of ASU 2022-02 on January 1, 2023, the Company classified certain loans as troubled debt restructuring (“TDR”) loans when credit terms to a borrower in financial difficulty were modified, in accordance with ASC 310-40. With the adoption of ASU 2022-02 as of January 1, 2023, the Company has ceased to recognize or measure for new TDRs but those existing at December 31, 2022 will remain until settled.

At March 31, 2026 and December 31, 2025, there were 14 and 14 troubled debt restructured loans totaling $3.6 million and $3.6 million, respectively, of which $3.3 million and $3.2 million are on accrual status at March 31, 2026 and December 31, 2025, respectively. There were no commitments to lend additional funds to borrowers whose loans have been modified in a troubled debt restructuring.

Off-Balance Sheet Credit Losses

Also included within the scope of the CECL standard are off-balance sheet loan commitments, which includes the unfunded portion of committed lines of credit and construction loans.

The Company estimates expected credit losses over the contractual period in which the company is exposed to credit risk through a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit

19


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

losses on off-balance sheet exposures is adjusted as a provision for credit loss expense. The Company uses similar assumptions and risk factors that are developed for collectively evaluated financing receivables. This estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments to be funded over its estimated life.

At March 31, 2026 and December 31, 2025, the allowance for off-balance sheet credit losses was $2.5 million and $2.1 million, respectively, which is included in the "Other liabilities" on the Consolidated Statements of Financial Condition. During the three months ended March 31, 2026 and 2025, the Company had $0.4 million charged for the provision for credit losses and $1.0 million in benefit for credit losses, for off-balance items, which are included in "Provision (benefit) for contingencies" in the Consolidated Statements of Operations.

Note 6. Leases

The Company has 16 operating leases for branches and office spaces (including headquarters) and six operating leases for equipment at both March 31, 2026 and December 31, 2025. Our leases have remaining lease terms ranging from less than one year to approximately 13.8 years, none of which has a renewal option reasonably certain of exercise, which has been reflected in the Company’s calculation of lease term.Certain leases have escalation clauses for operating expenses and real estate taxes. The Company’s non-cancelable operating lease agreements expire through February of 2040.

Supplemental balance sheet information related to leases was as follows:

March 31,

December 31,

2026

2025

(Dollars in thousands)

Operating lease ROU assets

$

27,633

$

27,583

Operating lease liabilities

29,429

29,353

Weighted-average remaining lease term-operating leases

11.1 years

11.2 years

Weighted average discount rate-operating leases

5.1

%

5.1

%

The components of lease expense and cash flow information related to leases were as follows:

For the Three

Months Ended

March 31,

2026

2025

(Dollars in thousands)

Lease Cost

Operating lease cost

Occupancy and equipment

$

1,049

$

1,126

Operating lease cost

Other operating expenses

3

—

Short-term lease cost

Other operating expenses

7

9

Variable lease cost

Occupancy and equipment

38

46

Total lease cost

$

1,097

$

1,181

The Company’s minimum annual rental payments under the terms of the leases are as follows at March 31, 2026:

Minimum Rental

Years ended December 31:

(in thousands)

Remainder of 2026

$

3,009

2027

3,780

2028

3,808

2029

3,360

2030

3,423

Thereafter

21,157

Total Minimum payments required

38,537

Less: implied interest

9,108

Present value of lease liabilities

$

29,429

20


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 7. Deposits

Deposits at March 31, 2026 and December 31, 2025 are summarized as follows:

March 31,

December 31,

2026

2025

(in thousands)

Demand

$

241,012

$

208,250

Interest-bearing deposits:

NOW/IOLA accounts

78,192

84,012

Money market accounts (1)

811,982

779,532

Reciprocal deposits

162,926

152,630

Savings accounts

118,373

117,708

Total NOW, money market, reciprocal and savings

1,171,473

1,133,882

Certificates of deposit of $250K or more

258,093

202,500

Brokered certificates of deposits (2)

54,553

67,942

Listing service deposits (2)

1,243

4,150

Certificates of deposit less than $250K

407,421

429,911

Total certificates of deposit

721,310

704,503

Total interest-bearing deposits

1,892,783

1,838,385

Total deposits

$

2,133,795

$

2,046,635

(1)
At March 31, 2026 and December 31, 2025, there were $0.3 million each in brokered deposits.
(2)
At March 31, 2026 and December 31, 2025, there were no individual listing service deposits amounting to $250,000 or more. All other brokered certificates of deposit individually amounted to less than $250,000.

At March 31, 2026 scheduled maturities of certificates of deposit were as follows:

(in thousands)

2026

$

521,073

2027

162,344

2028

24,307

2029

9,769

2030

3,272

Thereafter

545

$

721,310

Overdrawn deposit accounts that have been reclassified to loans amounted to $0.1 million as of both March 31, 2026 and December 31, 2025.

Note 8. Borrowings

The Bank had outstanding term advances from the FHLBNY at March 31, 2026 and December 31, 2025 as indicated below.

FHLBNY Advances: As a member of the FHLBNY, the Bank has the ability to borrow from the FHLBNY based on a certain percentage of the value of the Bank's qualified collateral, as defined in the FHLBNY Statement of Credit Policy, at the time of the borrowing. In accordance with an agreement with the FHLBNY, the qualified collateral must be free and clear of liens, pledges and encumbrances.

The Bank had $571.1 million and $596.1 million of outstanding term advances from the FHLBNY at March 31, 2026 and December 31, 2025, respectively. The Bank had no overnight line of credit advance from the FHLBNY at March 31, 2026 and December 31, 2025.

FRBNY Advances: The Bank had no term and overnight line of credit advances outstanding from the FRBNY at March 31, 2026 and December 31, 2025.

21


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Letters of Credit: The Bank had two unsecured lines of credit in the amount of $75.0 million with two correspondent banks for both periods at March 31, 2026 and December 31, 2025.

Borrowed funds at March 31, 2026 and December 31, 2025 consist of the following and are summarized by maturity and call date below:

March 31, 2026

December 31, 2025

Scheduled
Maturity

Redeemable
at Call Date

Weighted
Average
Rate

Scheduled
Maturity

Redeemable
at Call Date

Weighted
Average
Rate

(Dollars in thousands)

FHLBNY Term advances ending:

2026

$

150,000

$

150,000

4.06

%

$

225,000

$

225,000

4.20

%

2027

212,000

212,000

3.44

212,000

212,000

3.44

2028

109,100

109,100

3.74

109,100

109,100

3.74

2029

100,000

100,000

3.50

50,000

50,000

3.35

$

571,100

$

571,100

3.67

%

$

596,100

$

596,100

3.78

%

Interest expense on advances totaled $5.4 million and $5.5 million for the three months ended March 31, 2026 and 2025, respectively.

Note 9. Earnings Per Common Share

The following table presents a reconciliation of the number of common shares used in the calculation of basic and diluted earnings per common share:

For the Three Months Ended March 31,

2026

2025

(Dollars in thousands except share data)

Net income available to common stockholders

$

8,342

$

5,678

Common shares outstanding for basic EPS:

Weighted average common shares outstanding

24,156,189

23,964,532

Less: Weighted average unallocated Employee Stock
Ownership Plan (ESOP) shares

1,167,872

1,301,616

Basic weighted average common shares outstanding

22,988,317

22,662,916

Basic earnings per common share

$

0.36

$

0.25

Potential dilutive common shares:

Add: Dilutive effect of restricted stock awards and stock options

342,997

213,824

Diluted weighted average common shares outstanding

23,331,314

22,876,740

Diluted earnings per common share

$

0.36

$

0.25

Note 10. Commitments, Contingencies and Credit Risk

Financial Instruments With Off-Balance-Sheet Risk: In the normal course of business, financial instruments with off-balance-sheet risk may be used to meet the financing needs of customers. These financial instruments include commitments to extend credit and letters of credit. These instruments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized

22


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

on the Consolidated Statements of Financial Condition. The contractual amounts of these instruments reflect the extent of involvement in particular classes of financial instruments.

The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the customer default, and the value of any existing collateral become worthless. The same credit policies are used in making commitments and contractual obligations as for on-balance-sheet instruments. Financial instruments whose contractual amounts represent credit risk at March 31, 2026 and December 31, 2025 are as follows:

March 31,

December 31,

2026

2025

(in thousands)

Commitments to grant mortgage loans

$

443,536

$

395,388

Unfunded commitments under lines of credit

54,083

86,284

Total commitments

$

497,619

$

481,672

Commitments to Grant Mortgage Loans: Commitments to grant mortgage loans are agreements to lend to a customer as long as all terms and conditions are met as established in the contract. Commitments generally have fixed expiration dates or other termination clauses, and may require payment of a fee by the borrower. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management's credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties. Material losses are not anticipated as a result of these transactions.

Commitments to Sell Loans at Lock-in Rates: In order to assure itself of a marketplace to sell its loans, the Bank has agreements with investors who will commit to purchase loans at locked-in rates. The Bank has off-balance sheet market risk to the extent that the Bank does not obtain matching commitments from these investors to purchase the loans. This will expose the Bank to the lower of cost or market valuation environment.

Repurchases, Indemnifications and Premium Recaptures: Loans sold by the Bank under investor programs are subject to repurchase or indemnification if they fail to meet the origination criteria of those programs. In addition, loans sold to investors are also subject to repurchase or indemnifications if the loan is two or three months delinquent during a set period which usually varies from six months to a year after the loan is sold. There are no open repurchase or indemnification requests for loans sold as a correspondent lender or where the Company acted as a broker in the transaction as of March 31, 2026.

Unfunded Commitments Under Lines of Credit: Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extension of credit to existing customers. These lines of credit are uncollateralized and usually contain a specified maturity date and, ultimately, may not be drawn upon to the total extent to which the Company is committed.

Unfunded Commitments with Oaktree: In December of 2021, the Bank committed to invest $5.0 million in Oaktree SBIC Fund, L.P. ("Oaktree"). As of March 31, 2026, the total unfunded commitment was $1.7 million.

Unfunded Commitments with Silvergate: In April of 2022, the Company committed to invest $5.2 million in EJF Silvergate Ventures Fund LP ("Silvergate"). As of March 31, 2026, the total unfunded commitment was $1.2 million.

Letters of Credit: Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Letters of credit are largely cash secured.

Concentration by Geographic Location: Loans, commitments to extend credit and letters of credit have been granted to customers who are located primarily in the New York City metropolitan area. Generally, such loans most often are secured by residential properties. The loans are expected to be repaid from the borrowers' payment sources.

Legal Matters: The Company is involved in various legal proceedings which have arisen in the normal course of business. Management believes that resolution of these matters will not have a material effect on the Company’s financial condition or results of operations.

23


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Note 11. Fair Value

The following fair value hierarchy is used based on the lowest level of input significant to the fair value measurement. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value:

Cash and Cash Equivalents, Placement with Banks, Accrued Interest Receivable, and Accrued Interest Payable: The carrying amount is a reasonable estimate of fair value. These assets and liabilities are not recorded at fair value on a recurring basis.

Available-for-Sale Securities: These financial instruments are recorded at fair value in the consolidated financial statements on a recurring basis. Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted prices are not available, then fair values are estimated by using pricing models (e.g., matrix pricing) or quoted prices of securities with similar characteristics and are classified within Level 2 of the valuation hierarchy. Examples of such instruments include government agency bonds and mortgage-backed securities. Level 3 securities are securities for which significant unobservable inputs are utilized. There were no changes in valuation techniques used to measure similar assets during the period.

FHLBNY Stock: FHLBNY stock is carried at cost and classified as restricted equity securities. As a member of the FHLBNY, the Company is required to purchase and hold this stock.

FRBNY Stock: FRBNY stock is carried at cost and classified as restricted equity securities. As a member of the FRBNY, the Company is required to purchase and hold this stock.

Loans Receivable: For variable rate loans, which reprice frequently and have no significant change in credit risk, carrying values are a reasonable estimate of fair values, adjusted for credit losses inherent in the portfolios. The fair value of fixed rate loans is estimated by discounting the future cash flows using estimated market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities, adjusted for credit losses inherent in the portfolios. Individual assessed loans are valued using a present value discounted cash flow method, or the fair value of the collateral. Loans are not recorded at fair value on a recurring basis.

Mortgage Loans Held for Sale: Loans held for sale, at fair value, consists of loans originated for sale by the Bank and accounted for under the fair value option. These assets are valued using stated investor pricing for substantially equivalent loans as Level 2. In determining fair value, such measurements are derived based on observable market data, including whole-loan transaction pricing and similar market transactions adjusted for portfolio composition, servicing value and market conditions. Loans held for sale by the Bank are carried at the lower of cost or fair value as determined by investor bid prices.

Under the fair value option, management has elected, on an instrument-by-instrument basis, fair value for substantially all forms of mortgage loans originated for sale on a recurring basis. As of March 31, 2026, the fair value carrying amount of mortgages held for sale measured under the fair value option was $2.1 millionand the aggregate unpaid principal amounted to $2.1 million.

Other Real Estate Owned: Other real estate owned represents real estate acquired through foreclosure, and is recorded at fair value less estimated disposal costs on a nonrecurring basis. Fair value is based upon independent market prices, appraised values of the collateral or management's estimation of the value of the collateral. When the fair value of the collateral is based on an observable market price or a current appraised value, the asset is classified as Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the asset is classified as Level 3.

Deposits: The fair values of demand deposits, savings, NOW and money market accounts equal their carrying amounts, which represent the amounts payable on demand at the reporting date. Fair values for fixed-term, fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates on certificates of deposit to a schedule of aggregated expected monthly maturities on such deposits. Deposits are not recorded at fair value on a recurring basis.

24


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

FHLBNY Advances: The fair value of the advances is estimated using a discounted cash flow calculation that applies current market-based FHLBNY interest rates for advances of similar maturity to a schedule of maturities of such advances. These borrowings are not recorded at fair value on a recurring basis.

Off-Balance-Sheet Instruments: Fair values for off-balance-sheet instruments (lending commitments and standby letters of credit) are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing. Off-balance-sheet instruments are not recorded at fair value on a recurring basis.

The following tables detail the assets that are carried at fair value and measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicate the level within the fair value hierarchy utilized to determine the fair value:

March 31, 2026

Description

Total

Level 1

Level 2

Level 3

(in thousands)

Available-for-Sale Securities, at fair value:

Corporate bonds

$

12,942

$

646

$

12,296

$

—

Mortgage-Backed Securities:

Collateralized Mortgage Obligations

25,583

—

25,583

—

FHLMC Certificates

6,870

—

6,870

—

FNMA Certificates

41,679

—

41,679

—

GNMA Certificates

76

—

76

—

Mortgage Loans Held for Sale, at fair value

2,127

—

2,127

—

$

89,277

$

646

$

88,631

$

—

December 31, 2025

Description

Total

Level 1

Level 2

Level 3

(in thousands)

Available-for-Sale Securities, at fair value:

U.S. Government Bonds

$

2,979

$

2,979

$

—

$

—

Corporate bonds

12,763

492

12,271

—

Mortgage-Backed Securities:

Collateralized Mortgage Obligations

26,346

—

26,346

—

FHLMC Certificates

7,125

—

7,125

—

FNMA Certificates

42,906

—

42,906

—

GNMA Certificates

77

—

77

—

Mortgage Loans Held for Sale, at fair value

3,388

—

3,388

—

$

95,584

$

3,471

$

92,113

$

—

Management’s assessment and classification of an investment within a level can change over time based upon maturity or liquidity of the investment and would be reflected at the beginning of the quarter in which the change occurred.

The following tables detail the assets carried at fair value and measured at fair value on a nonrecurring basis as of March 31, 2026 and December 31, 2025 and indicate the fair value hierarchy utilized to determine the fair value:

March 31, 2026

Total

Level 1

Level 2

Level 3

(in thousands)

Individually evaluated loans

$

20,351

$

—

$

—

$

20,351

December 31, 2025

Total

Level 1

Level 2

Level 3

(in thousands)

Individually evaluated loans

$

26,863

$

—

$

—

$

26,863

Losses on assets carried at fair value on a nonrecurring basis were de minimis for the three months ended March 31, 2026 and 2025, respectively.

25


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

As of March 31, 2026 and December 31, 2025, the carrying values and estimated fair values of the Company's financial instruments were as follows:

Carrying

Fair Value Measurements

Amount

Level 1

Level 2

Level 3

Total

(in thousands)

March 31, 2026

Financial assets:

Cash and cash equivalents

$

117,246

$

117,246

$

—

$

—

$

117,246

Available-for-sale securities, at fair value

87,150

646

86,504

—

87,150

Held-to-maturity securities, at amortized cost, net

263,514

—

258,007

—

258,007

Placement with banks

249

—

249

—

249

Mortgage loans held for sale, at fair value

2,127

—

2,127

—

2,127

Loans receivable, net

2,698,649

—

—

2,667,660

2,667,660

Accrued interest receivable

19,274

—

19,274

—

19,274

FHLBNY stock

28,180

28,180

—

—

28,180

FRBNY stock

10,706

10,706

—

—

10,706

Financial liabilities:

Deposits:

Demand deposits

241,012

241,012

—

—

241,012

Interest-bearing deposits

1,171,473

1,171,473

—

—

1,171,473

Certificates of deposit

721,310

—

719,990

—

719,990

Borrowings

571,100

—

567,043

—

567,043

Accrued interest payable

4,338

—

4,338

—

4,338

Carrying

Fair Value Measurements

Amount

Level 1

Level 2

Level 3

Total

(in thousands)

December 31, 2025

Financial assets:

Cash and cash equivalents

$

126,154

$

126,154

$

—

$

—

$

126,154

Available-for-sale securities, at fair value

92,196

3,471

88,725

—

92,196

Held-to-maturity securities, at amortized cost

272,982

—

268,875

—

268,875

Placement with banks

249

—

249

—

249

Mortgage loans held for sale, at fair value

3,388

—

3,388

—

3,388

Loans receivable, net

2,599,258

—

—

2,577,298

2,577,298

Accrued interest receivable

17,905

—

17,905

—

17,905

FHLBNY stock

29,309

29,309

—

—

29,309

FRBNY stock

10,698

—

10,698

—

10,698

Financial liabilities:

Deposits:

Demand deposits

208,250

208,250

—

—

208,250

Interest-bearing deposits

1,133,882

1,133,882

—

—

1,133,882

Certificates of deposit

704,503

—

704,205

—

704,205

Borrowings

596,100

—

595,031

—

595,031

Accrued interest payable

3,788

—

3,788

—

3,788

The Company recognizes transfers between levels of the valuation hierarchy at the end of the applicable reporting periods. There were no transfers of Level 3 assets in the fair value hierarchy at March 31, 2026 and December 31, 2025. Fair value for Level 3 securities was determined using a third-party pricing service with limited levels of activity and price transparency.

Off-Balance-Sheet Instruments: Loan commitments on which the committed interest rate is less than the current market rate are insignificant at March 31, 2026 and December 31, 2025.

26


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The fair value information about financial instruments are disclosed, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate that value. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The estimated fair value amounts for 2026 and 2025 have been measured as of their respective period-ends and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than amounts reported at each period.

The information presented should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company's assets and liabilities. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company's disclosures and those of other banks may not be meaningful.

Note 12. Regulatory Capital Requirements

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal Reserve Board, the OCC and the U.S. Department of Housing and Urban Development. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s operations and financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation require the maintenance of minimum amounts and ratios (set forth in the table below) of total risk-based and Tier 1 capital to risk-weighted assets (as defined), common equity Tier 1 capital (as defined), and Tier 1 capital to adjusted total assets (as defined) adjusted total assets (as defined). As of March 31, 2026 and December 31, 2025, the applicable capital adequacy requirements specified below have been met.

The below minimum capital requirements exclude the capital conservation buffer required to avoid limitations on capital distributions including dividend payments and certain discretionary bonus payments to executive officers. The applicable capital buffer for the Bank was 12.0% at March 31, 2026 and 13.6% at December 31, 2025.

The most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and the Bank must maintain minimum total risk-based, common equity risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table below. There were no conditions or events since then of which management is aware that have changed the Bank's category.

The Company's and the Bank’s actual capital amounts and ratios as of March 31, 2026 and December 31, 2025 as compared to regulatory requirements are as follows:

To Be Well

Capitalized Under

For Capital

Prompt Corrective

Actual

Adequacy Purposes

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in thousands)

March 31, 2026

Ponce Financial Group, Inc.

Total Capital to Risk-Weighted Assets

$

590,692

21.23

%

$

222,591

8.00%

$

278,238

10.00

%

Tier 1 Capital to Risk-Weighted Assets

561,941

20.20

%

166,943

6.00%

222,591

8.00

%

Common Equity Tier 1 Capital Ratio

336,941

12.11

%

125,207

4.50%

180,855

6.50

%

Tier 1 Capital to Total Assets

561,941

17.22

%

130,554

4.00%

163,192

5.00

%

Ponce Bank

Total Capital to Risk-Weighted Assets

$

554,166

20.00

%

$

221,631

8.00%

$

277,039

10.00

%

Tier 1 Capital to Risk-Weighted Assets

525,415

18.97

%

166,224

6.00%

221,631

8.00

%

Common Equity Tier 1 Capital Ratio

525,415

18.97

%

124,668

4.50%

180,076

6.50

%

Tier 1 Capital to Total Assets

525,415

16.09

%

130,593

4.00%

163,241

5.00

%

27


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

To Be Well

Capitalized Under

For Capital

Prompt Corrective

Actual

Adequacy Purposes

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars in thousands)

December 31, 2025

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

%

As of March 31, 2026 and December 31, 2025, the Bank was in compliance with the applicable minimum capital requirements specified above.

Note 13. Accumulated Other Comprehensive Loss

The accumulated other comprehensive loss is as follows:

March 31, 2026

December 31,
2025

Change

March 31,
2026

(in thousands)

Unrealized losses on available-for-sale securities, net

$

(10,820

)

$

140

$

(10,680

)

Total

$

(10,820

)

$

140

$

(10,680

)

March 31, 2025

December 31,
2024

Change

March 31,
2025

(in thousands)

Unrealized losses on available-for-sale securities, net

$

(15,297

)

$

1,782

$

(13,515

)

Total

$

(15,297

)

$

1,782

$

(13,515

)

Note 14. Transactions with Related Parties

Directors, executive officers and non-executive officers of the Company have been customers of and have had transactions with the Bank, and it is expected that such persons will continue to have such transactions in the future. Aggregate loan transactions with related parties for the three months ended March 31, 2026 and 2025 were as follows:

For the Three Months Ended March 31,

2026

2025

(in thousand)

Beginning balance

$

9,092

$

7,671

Originations

—

185

Payments

(2,636

)

(91

)

Ending balance

$

6,456

$

7,765

28


Table of Contents

Ponce Financial Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

The Company held deposits in the amount of $8.7 million and $8.6 million from directors, executive officers and non-executive officers at March 31, 2026 and December 31, 2025, respectively.

29


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

Management’s discussion and analysis of the financial condition at March 31, 2026 and December 31, 2025, and results of operations for the three months ended March 31, 2026 and 2025, is intended to assist in understanding the financial condition and results of operations of Ponce Financial Group, Inc. (the “Company”). The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this quarterly report on Form 10-Q.

Overview

Our principal business is attracting retail deposits from the general public and investing those deposits together with funds generated from ongoing operations and borrowings, primarily in (1) loan originations for purchases and construction of multi-family residential properties, commercial business loans, commercial real estate mortgage loans, one-to-four family (focusing on mixed-use properties, which are properties that contain both residential dwelling units and commercial units); (2) construction loans; (3) SBA loans; (4) mortgage-backed securities; and (5) U.S. government securities, corporate fixed-income securities and other marketable securities. We also originate certain other consumer loans including overdraft lines of credit. Our results of operations depend primarily on net interest income, which is the difference between the income earned on its interest-earning assets and the cost of our interest-bearing liabilities. We also generate non-interest income mainly from service charges and fees, late and prepayment charges, income on sale of mortgage loans and grant income. Our non-interest expense consists principally of employee compensation and benefits, occupancy and equipment costs, data processing expenses, direct loan expenses, professional fees, other operating expenses and income tax expense. Our results of operations can also be significantly affected by our periodic provision for credit losses.

Cautionary Note Regarding Forward-Looking Statements

This quarterly report contains forward-looking statements, which can be identified by the use of words such as "estimate," "project," "intend," "anticipate," "assume," "plan," "seek," "expect," "will," "may," "should," "indicate," "would," "believe," "contemplate," "continue," "target" and words of similar meaning. These forward-looking statements include, but are not limited to:

•
statements of the Company’s goals, intentions and expectations;
•
statements regarding its business plans, prospects, growth and operating strategies;
•
statements regarding the quality of its loan and investment portfolios; and
•
estimates of the risks and future costs and benefits;

These forward-looking statements are based on current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

•
the scope, duration and severity of rising interest rates, and its effects on our business and operations, our customers, including their ability to make timely payments on loans, our service providers, and on the economy and financial markets in general;
•
changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, and their related impacts on the economy;
•
changes in consumer spending, borrowing and savings habits;
•
general economic conditions that are worse than expected, particularly in connection with low or negative growth in the. economy as well as economic uncertainty (including from an economic slowdown or recession, the federal government shutdown, unemployment, or limited growth in consumer income or spending), either nationally or in the market areas;
•
volatility in the financial services sector, including failures or rumors of failures of other depository institutions, along with actions taken by governmental agencies to address such turmoil, and the effects on the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital;
•
the Company’s ability to manage market risk, credit risk and operational risk in the current economic environment;
•
changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

30


Table of Contents

•
the ability to access cost-effective funding;
•
fluctuations in real estate values and real estate market conditions;
•
demand for loans and deposits in the market areas;
•
the Company’s ability to implement and change its business strategies;
•
competition among depository and other financial institutions;
•
inflation and changes in the interest rate environment that reduce the Company’s margins and yields, its mortgage banking revenues, the fair value of financial instruments or the level of loan originations, or increase the level of defaults, losses and prepayments on loans the Company have made and make;
•
adverse changes in the securities or secondary mortgage markets;
•
changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
•
monetary, fiscal and regulatory policies of the U.S. government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board;
•
the sufficiency of liquidity and changes in our capital position;
•
adverse changes related to the businesses of our partners;
•
changes in the quality or composition of the Company’s loan or investment portfolios;
•
technological changes that may be more difficult or expensive than expected; and cyber threats, attacks or events;
•
the inability of third party providers to perform as expected;
•
the Company’s ability to enter new markets successfully and capitalize on growth opportunities;
•
the Company’s ability to successfully integrate into its operations, any assets, liabilities, customers, systems and management personnel the Company may acquire and management’s ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;
•
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
•
the Company’s ability to retain key employees;
•
the Company’s compensation expense associated with equity allocated or awarded to its employees;
•
the potential adverse effects of unusual and infrequently occurring events, such as weather-related disasters, terrorist acts, geopolitical conflicts or public health events (such as pandemics), and of governmental and societal responses thereto; and
•
changes in the financial condition, results of operations or future prospects of issuers of securities that the Company may own.

Additional factors that may affect the Company’s results are discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 under the heading “Risk Factors” filed with the Securities and Exchange Commission (“SEC”) on March 13, 2026.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. The Company is under no duty to and does not assume any obligation to update any forward-looking statements after the date they were made, whether as a result of new information, future events or otherwise.

Federal Economic Relief Funds To Aid Lending

Emergency Capital Investment Program

On June 7, 2022 (the “Original Closing Date”), the Company issued 225,000 shares of the Company’s Preferred Stock‎, par value $0.01 (the “Preferred Stock”) for an aggregate purchase price equal to $225,000,000 in cash to the Treasury, pursuant to the Treasury’s ECIP. Under the ECIP, Treasury provided investment capital directly to depository institutions that are CDFIs or MDIs or their holding companies, to provide loans, grants, and forbearance for small businesses, minority-owned businesses, and consumers, in low-income and underserved communities. No dividends accrued or were due for the first two years after issuance. For years three through ten, depending upon the level of qualified and/or deep impact lending made in targeted communities, as defined in the ECIP guidelines, dividends will be at an annual rate of either 2.0%, 1.25% or 0.5% and, thereafter, will be fixed at one of the foregoing rates. If we are unable to make qualified and/or deep impact loans at required levels, we will be required to pay dividends at the higher annual rates.

31


Table of Contents

Additionally, we may make qualified and/or deep impact loans that are riskier than we otherwise would in an effort to meet the lending requirements for the lower dividend rates and/or to qualify for the purchase option under the Repurchase Agreement (as described below).

Holders of Preferred Stock generally do not have any voting rights, with the exception of voting rights on certain matters as outlined in the Certificate of Designations. The Treasury is the holder of the Preferred Stock and a governmental entity, and the Treasury may hold interests that are different from a private investor in exercising its voting and other rights. In the event of a liquidation, dissolution or winding up of the Company, the Preferred Stock will be entitled to a liquidation preference, subject to certain limitations, in the amount of the sum of $1,000 per share plus declared and unpaid dividends (without accumulation of undeclared dividends) on each share.

As a participant in the ECIP, the Company must comply with certain operating requirements. Specifically, the Company must adopt the Treasury's standards for executive compensation and luxury expenses for the period during which the Treasury holds equity issued under the ECIP. These restrictions may make it difficult to adequately compensate our management team, which could impact our ability to retain qualified management. Additionally, under the ECIP regulations, the Company cannot pay dividends or repurchase its common stock unless it meets certain income-based tests and has paid the required dividends on the Preferred Stock. In June 2024, the Company began paying dividends on its Preferred Stock, which dividends were $0.3 million for the three months ended March 31, 2026 and $1.1 million for the year ended December 31, 2025.

On December 20, 2024, the Company entered into an ECIP Securities Purchase Option Agreement (the “Repurchase Agreement”) with Treasury. Pursuant to the Repurchase Agreement, Treasury has granted the Company an option to purchase all of the Preferred Stock during the Option Period, which is the first fifteen years following the Original Closing Date. The purchase price for the Preferred Stock pursuant to the purchase option is determined based on a formula equal to the present value of the Preferred Stock, calculated as set forth in the Repurchase Agreement, together with any accrued and unpaid dividends thereon, as of the closing date. Subject to variations in interest rates and the equity risk premium, which are components included in the purchase price calculation, the Company presently expects that the purchase price will be at a substantial discount from the face value of the Preferred Stock.

The purchase option may not be exercised unless and until at least one of the Threshold Conditions under the Repurchase Agreement has been met. The Threshold Conditions are as follows: during the ten years that follow the Original Closing Date (the “ECIP Period”) either (1) over any sixteen consecutive quarters, an average of at least 60% of the Company’s Total Originations, as defined pursuant to the terms of the ECIP, qualifies as “Deep Impact Lending,” as defined pursuant to the terms of the ECIP (the “Deep Impact Condition”); (2) over any twenty-four consecutive quarters, an average of at least 85% of the Company’s Total Originations qualifies as “Qualified Lending,” as defined pursuant to the terms of the ECIP (the “Qualified Lending Condition”); or (3) the Preferred Stock has a dividend rate of no more than 0.5%, which dividend rate is calculated pursuant to the ECIP and the terms thereof, at each of six consecutive Reset Dates, as defined in the ECIP.

The earliest possible date by which a Threshold Condition may be met is June 30, 2026, which is the end of the sixteenth consecutive quarter following the Original Closing Date. However, the Company does not currently meet any of the Threshold Conditions to exercise the purchase option, and there can be no assurance if and when the Threshold Conditions will be met. The closing of the repurchase of the Preferred Stock, if consummated, would occur between thirty and ninety days following the satisfaction of the Threshold Condition and all other applicable conditions. At present, the Company has reported 15 consecutive quarters for which it has met both the Deep Impact and Qualified Lending Conditions. The Preferred Stock currently has a dividend rate of 0.5%.

In addition to the requirement that a Threshold Condition be met, the Repurchase Agreement requires that the Company meet certain other eligibility conditions in order to exercise the purchase option in the future, including compliance with the terms of the original ECIP purchase agreement and the terms of the Preferred Stock, maintaining qualification as either a CDFI or an MDI, and meeting other legal and regulatory criteria. Although the Company currently meets the general eligibility criteria, other than satisfying one of the Threshold Conditions, there can be no assurance that the Company will meet such criteria, or any amended or additional criteria that may be imposed, in the future.

The Company believes that consummation of the repurchase of the Preferred Stock as contemplated by the Repurchase Agreement would be beneficial to its stockholders. As such, the Company expects it continue to emphasize its qualified Deep Impact Lending.

The purchase option granted under the agreement is a freestanding financial instrument under GAAP. The Company analyzed the fair value of the repurchase option in accordance with ASC Topic 820 “Fair Value Measurements” and determined that the purchase option value is de minimis as of December 20, 2024, December 31, 2025 and March 31, 2026.

CDFI Financial Assistance Award

32


Table of Contents

On February 6, 2025, the Bank received a $1.3 million grant from the U.S. Treasury as part of the CDFI Financial Assistance Award Program. This award is given to CDFIs to support their operations and expand services in economically distressed communities.

Banking Development District

The Bank's Westchester Avenue Branch located at 2244 Westchester Avenue in the Castle Hill area of the Bronx was approved as a Banking Development District ("BDD"). New York State’s BDD Program, administered by the Department of Financial Services ("DFS"), supports the establishment of bank and credit union branches in areas across New York State where there is a demonstrated need for banking services. To encourage participation, approved BDD branches receive access to subsidized and market rate deposits from New York State. On July 30, 2024, Ponce Bank received total program deposits of $35.0 million. On June 24, 2025, the Bank received an additional $10.0 million from the New York City Department of Finance resulting in a total BDD Program deposit of $45.0 million.

On February 4, 2026, the Bank's Inwood Branch location 3879 9th Avenue in the Inwood area of New York was approved as a BDD by the DFS. In April of 2026, the Bank received additional program deposits of $35.0 million for the Inwood location.

Westchester Avenue Branch Re-Design

On February 27, 2025, Ponce Bank officers and administrators and members of the public celebrated the Bank’s transformed Westchester Avenue Branch at its grand reopening. The transformed Branch is the result of the State-of-the-art Banking Technologies combined with Community Centric Banking that is customer friendly and supportive.

The transformation relaunched a process aimed at reinforcing the role of each banking branch as a "community hub" that attracts new depositors and business customers, but anchors Ponce Bank branches as community-centric destinations. The revitalization efforts include Open Tellers that invite a more consultative experience, managers located at a central hub of the branch, private space for sensitive conversations, and meeting spaces as well as open areas with teleconferencing and AV equipment to encourage community-wide gatherings.

Inwood, New York Branch

On September 16, 2025, Ponce Bank opened another branch at its new location 3879 9th Avenue, New York, NY 10034. With its ribbon cutting ceremony on October 6, 2025, the Bank noted that this new branch at this Inwood location will create opportunities for residents and small business owners in one of Manhattan's most vibrant and diverse neighborhoods.

Ponce Bank Conversion

On October 10, 2025, the Company's wholly-owned subsidiary, Ponce Bank (formerly a federally chartered stock savings association), completed its previously announced conversion to a national bank and commenced operations as Ponce Bank, National Association. In connection with the conversion of Ponce 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.

Ponce Bank sought to become a national bank in order to increase bank powers, including its eligibility to receive municipal deposits in New York. However, the Company and Ponce Bank do not expect any material changes in their core business as a result of the Company becoming a bank holding company and a financial holding company, and Ponce Bank becoming a national bank.

Critical Accounting Policies

Accounting estimates are necessary in the application of certain accounting policies and procedures and are particularly susceptible to significant change. Critical accounting policies are defined as those involving significant judgments and assumptions by management and that could have a material impact on the carrying value of certain assets, liabilities or on income under different assumptions or conditions. Management believes that the most critical accounting policy relates to the allowance for credit losses.

Allowance for credit losses in accordance with ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326), was a critical accounting policy in the preparation of the consolidated financial statements as of and for the period ended March 31, 2026.

33


Table of Contents

Allowance for credit loss. The ACL on loans is management's estimate of expected credit losses over the expected life of the loans at the reporting date. The ACL on loans is increased through a provision for credit losses (“PCL”) recognized in the Consolidated Statements of Operations and by recoveries of amounts previously charged off. The ACL on loans is reduced by charge-offs on loans. Loan charge-offs are recognized when Management believes the collectability of the principal balance outstanding is unlikely. Full or partial charge-offs on collateral-dependent individually analyzed loans are generally recognized when the collateral is deemed to be insufficient to support the carrying value of the loan.

Policies with respect to the methodology used to determine the allowance for credit losses is a critical accounting policy and estimate because of its importance to presentation of the Company's financial condition and results of operations and high level of subjectivity. The critical accounting policy involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition. The allowance for credit losses policy and its application is reviewed periodically, and at least annually, with the Audit Committee of the Board of Directors.

If our loss rate factor was to increase 10 basis points, our reserve would increase by approximately $2.7 million. Likewise, if our loss rate factor was to decrease 10 basis points, our reserve would decrease by approximately $2.7 million.

The discussion and analysis of the financial condition and results of operations are based on the Company’s consolidated financial statements, which are prepared in conformity with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. The estimates and assumptions used are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

Company's Growth

The Company continues its relationship with Raisin Solutions US LLC ("Raisin"), a fintech that focuses on gathering deposits for financial institutions through the Internet. As of March 31, 2026 and December 31, 2025, the Company had $678.4 million and $643.9 million, respectively, in such deposits, which the Company classifies as core deposits.

Because the Company, through Ponce Bank, is an MDI and a CDFI, deposits made by other financial institutions may be treated as CRA credits by those depository institutions.

At December 31, 2018, the first year after our initial public offering, the Company had approximately $1.06 billion in assets, $918.5 million in loans, net of allowance for credit losses of $12.7 million, and $809.8 million in deposits. The Company has since grown to $3.30 billion in assets, $2.70 billion in loans, net of allowance for credit losses of $26.2 million, and $2.13 billion in deposits at March 31, 2026, all while investing in infrastructure, implementing digital banking and diversifying its product offering. Now, the Company believes that it is poised to enhance its presence, locally and in similar communities outside New York, as a leading CDFI and MDI financial institution holding company.

Asset Quality Ratios

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

At or for the Three Months Ended

March 31,

December 31,

March 31,

2026

2025

2025

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

0.96

%

0.97

%

0.96

%

Allowance for credit losses on loans as a percentage of nonperforming loans (1)

128.93

%

94.74

%

84.15

%

Net (charge-offs) recoveries to average outstanding loans (2)

(0.08

%)

(0.13

%)

(0.04

%)

Non-performing loans as a percentage of total gross loans

0.62

%

0.83

%

0.88

%

(1)
Allowance for credit losses on loans as a percentage of nonperforming loans increased for the three months ended March 31, 2026 as a result of an increase in allowance for credit losses on loans to $26.2 million and a decrease in nonperforming loans to $20.4 million.
(2)
Annualized.

34


Table of Contents

Comparison of Financial Condition at March 31, 2026 and December 31, 2025

Total Assets. Total consolidated assets increased $76.8 million, or 2.4%, to $3.30 billion at March 31, 2026 from $3.22 billion at December 31, 2025. The increase in total assets is largely attributable to increases of $99.4 million in net loans receivable, $2.0 million in other assets, $1.4 million in accrued interest receivable and $0.2 million in deferred tax assets, partially offset by decreases of $9.5 million in held-to-maturity securities, $8.9 million in cash and cash equivalents, $5.0 million in available-for-sale securities, $1.3 million in mortgage loans held for sale, $1.1 million in Federal Home Loan Bank of New York stock and $0.5 million in premises and equipment, net.

Cash and Cash Equivalents. Cash and cash equivalents decreased $8.9 million, or 7.1%, to $117.2 million at March 31, 2026, compared to $126.2 million at December 31, 2025. The decrease in cash and cash equivalents was primarily the result of an increase of $101.8 million in net loans and $25.0 million in net repayment of borrowings, increases of $2.0 million in other assets and $1.4 million in accrued interest receivable. The decrease in cash and cash equivalents was offset primarily by an increase of $87.2 million in net deposits, $14.7 million in proceeds from maturities, calls and principal repayment on securities, an increase of $3.8 million in other liabilities, decreases of $1.4 million in loans held for sale and $1.1 million from sale of loans.

Securities. The Company securities portfolio decreased $5.0 million, or 5.5%, to $87.2 million in available-for-sale at March 31, 2026 from $92.2 million December 31, 2025 and decreased $9.5 million, or 3.5%, to $263.5 million in held-to-maturity at March 31, 2026 from $273.0 million at December 31, 2025. The decrease in the securities portfolio was primarily due to regular principal payments and the maturity of one available-for-sale security in the amount of $3.0 million.

Portfolio Maturities and Yields. The composition and maturities of the investment securities portfolio at March 31, 2026 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the effect of scheduled principal repayments, prepayments, or early redemptions that may occur. Adjustable-rate mortgage-backed securities are included in the period in which interest rates are next scheduled to adjust. The weighted average yield is calculated based on the yield to maturity weighted for the size of each debt security over the entire portfolio of debt securities. The weighted average yields on tax-exempt obligations have been computed on a tax-equivalent basis.

One Year or Less

More than One Year
through Five Years

More than Five Years
through Ten Years

More than Ten Years

Total

Amortized
Cost

Weighted
Average
Yield

Amortized
Cost

Weighted
Average
Yield

Amortized
Cost

Weighted
Average
Yield

Amortized
Cost

Weighted
Average
Yield

Amortized
Cost

Fair
Value

Weighted
Average
Yield

(Dollars in thousands)

Available-for-Sale
Securities:

Corporate Bonds

$

—

—

%

$

4,000

3.97

%

$

9,500

3.78

%

$

—

—

%

$

13,500

$

12,942

3.82

%

Mortgage-Backed
Securities

Collateralized Mortgage Obligations (1)

—

—

—

—

—

—

30,077

1.46

%

30,077

25,583

1.46

%

FHLMC Certificates

—

—

—

—

—

—

7,660

1.18

%

7,660

6,870

1.18

%

FNMA Certificates

—

—

—

—

3,744

1.55

%

45,670

1.79

%

49,414

41,679

1.77

%

GNMA Certificates

—

—

—

—

—

—

75

5.44

%

75

76

5.44

%

Total available-for-sale securities

$

—

—

%

$

4,000

3.97

%

5.23

$

13,244

3.18

%

$

83,482

1.62

%

$

100,726

$

87,150

1.91

%

Held-to-Maturity
Securities:

Corporate Bonds

$

—

—

%

$

—

—

%

$

7,500

6.40

%

$

—

—

7,500

$

7,333

6.40

%

Mortgage-Backed
Securities

Collateralized Mortgage Obligations (1)

—

—

2,270

3.46

%

—

—

152,800

3.95

%

155,070

151,657

3.93

%

FHLMC Certificates

—

—

—

—

—

—

3,107

4.90

%

3,107

3,030

4.90

%

FNMA Certificates

—

—

5,932

3.47

%

—

—

81,506

4.65

%

87,438

85,313

4.57

%

SBA Certificates

—

—

—

—

4,019

5.97

%

6,592

5.82

%

10,611

10,674

5.88

%

Allowance for Credit Losses

—

—

—

—

—

—

—

—

(211

)

—

—

Total held-to-maturity securities

$

—

—

%

$

8,202

3.47

%

$

11,519

6.25

%

$

244,005

4.24

%

$

263,514

$

258,007

4.30

%

(1)
Comprised of Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”) and Ginnie Mae (“GNMA”) issued securities.

35


Table of Contents

Gross Loans Receivable. The composition of gross loans receivable at March 31, 2026 and at December 31, 2025 and the percentage of each classification to total loans are summarized as follows:

March 31, 2026

December 31, 2025

Increase (Decrease)

Amount

Percent

Amount

Percent

Dollars

Percent

(Dollars in thousands)

Mortgage loans:

1-4 Family residential (1)

$

431,377

15.8

%

$

434,374

16.5

%

(2,997

)

(0.7

%)

Multifamily residential

915,333

33.6

%

756,542

28.8

%

158,791

21.0

%

Nonresidential properties

534,256

19.6

%

526,210

20.1

%

8,046

1.5

%

Construction and land

763,990

28.0

%

854,096

32.5

%

(90,106

)

(10.5

%)

Total mortgage loans

2,644,956

97.0

%

2,571,222

98.0

%

73,734

2.9

%

Nonmortgage loans:

Business loans

80,366

3.0

%

53,063

2.0

%

27,303

51.5

%

Consumer loans

596

—

%

625

—

%

(29

)

(4.6

%)

80,962

3.0

%

53,688

2.0

%

27,274

50.8

%

Total

$

2,725,918

100.0

%

$

2,624,910

100.0

%

$

101,008

3.8

%

(1)
Includes both investor owned and owner occupied 1-4 family residential properties combined, which were previously reported separately.

Contractual Maturities. The following table sets forth the contractual maturities of the Bank’s total loan portfolio, excluding mortgage loans held for sale, at March 31, 2026. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. The table presents contractual maturities and does not reflect repricing or the effect of prepayments. Actual maturities may differ.

At March 31, 2026

One year
or less

More than
one year
to five years

More than Five to Fifteen Years

More than Fifteen Years

Total

(in thousands)

Mortgage loans:

1-4 family residential

$

3,080

$

8,127

$

174,099

$

246,071

$

431,377

Multifamily residential

178,605

72,721

399,193

264,814

915,333

Nonresidential properties

18,888

140,396

330,991

43,981

534,256

Construction and land

518,603

245,387

—

—

763,990

Total mortgage loans

719,176

466,631

904,283

554,866

2,644,956

Nonmortgage loans:

Business loans

19,895

39,066

18,254

3,151

80,366

Consumer loans

85

511

—

—

596

Total nonmortgage loans

19,980

39,577

18,254

3,151

80,962

Total

$

739,156

$

506,208

$

922,537

$

558,017

$

2,725,918

The follow table sets forth the Bank's fixed and adjustable-rate loans at March 31, 2026 that are contractually due after March 31, 2027.

Due After March 31, 2027

Fixed

Adjustable

Total

(in thousands)

Mortgage loans:

1-4 family residential

$

74,806

$

353,491

428,297

Multifamily residential

198,821

537,907

736,728

Nonresidential properties

156,581

358,787

515,368

Construction and land

245,387

—

245,387

Total mortgage loans

675,595

1,250,185

1,925,780

Nonmortgage loans:

Business loans

40,671

19,800

60,471

Consumer loans

511

—

511

Total nonmortgage loans

41,182

19,800

60,982

Total

$

716,777

$

1,269,985

$

1,986,762

36


Table of Contents

Based on current internal loan reviews, the Company believes that the quality of our underwriting, our weighted average loan-to-value ratio of 50.5% and our customer selection processes have served us well and provided us with a reliable base with which to maintain a well-protected loan portfolio.

Multifamily residential loans increased $158.8 million, or 21.0%, when compared to December 31, 2025. The majority of the increases in multifamily residential loans that were refinanced from construction and land loans to a new permanent loan facility.

Construction and land loans decreased $90.1 million, or 10.5%, when compared to December 31, 2025. The $90.1 million decrease in construction and land mortgage loans is related to loans that were refinanced from construction and land loans to new permanent loan facilities, offset by funding of existing commitments prior to 2026 and new commitments.

Our commitments to grant new mortgage loans increased by $48.1 million as of March 31, 2026 compared to December 31, 2025. See Note 10 ("Commitments, Contingencies and Credit Risk") of Notes to the Consolidated Financial Statements.

The Company had 68 construction and land mortgage loans with balances of $764.0 million as indicated in the table above. Of those loans, 29 loans with aggregate balances of $380.2 million, or 49.8%, of the total, have a percentage of completion of 80% or more. Within those 29 loans there are 14 loans with balances of $193.3 million that are 100% completed and 13 of these properties received their certificates of occupancy.

Commercial real estate loans, as defined by applicable banking regulations, include multifamily residential, nonresidential properties, and construction and land mortgage loans. At March 31, 2026 and December 31, 2025, approximately 2.9% and 3.1%, respectively, of the outstanding principal balance of the Bank’s commercial real estate mortgage loans were secured by owner-occupied commercial real estate. Owner-occupied commercial real estate is similar in many ways to commercial and industrial lending in that these loans are generally made to businesses predominantly on the basis of the cash flows of the business rather than on valuation of the real estate.

Banking regulations have established guidelines relating to the amount of construction and land mortgage loans and investor- owned commercial real estate mortgage loans of 100% and 300% of total risk-based capital, respectively. Should a bank’s ratios be in excess of these guidelines, banking regulations generally require an increased level of monitoring in these lending areas by bank management. The Bank’s policy is to operate within the 200% guideline for construction and land mortgage loans and up to 450% for investor-owned commercial real estate mortgage loans. Both ratios are calculated by dividing certain types of loan balances for each of the two categories by the Bank’s total risk-based capital. At March 31, 2026 and December 31, 2025, the Bank’s construction and land mortgage loans as a percentage of total risk-based capital was 137.2% and 156.7%, respectively. Investor-owned commercial real estate mortgage loans as a percentage of total risk-based capital was 399.0% and 393.1% as of March 31, 2026 and December 31, 2025, respectively. At March 31, 2026, the Bank was above the 100% guidelines established by the banking regulations and under the 200% guidelines set by the Bank for construction and land mortgage loans and above the 300% guideline established by banking regulators but under the 450% guidelines set by the Bank for investor owned commercial real estate mortgage loans. Management believes that it has established the appropriate level of controls to monitor the Bank’s lending in these areas.

Allocation of Allowance for Credit Losses. The table below presents a breakdown of the allowance for credit losses by loan class.

37


Table of Contents

March 31, 2026

December 31, 2025

Percent of Loans

Percent of Loans

Allowance for

in Each Category

Allowance for

in Each Category

Credit Losses

to Total Loans

Credit Losses

to Total Loans

(in thousands)

Mortgage loans:

1-4 family residential

$

4,674

15.8

%

$

3,873

16.5

%

Multifamily residential

7,946

33.6

%

9,041

28.8

%

Nonresidential properties

4,742

19.6

%

4,353

20.1

%

Construction and land

5,608

28.0

%

6,149

32.5

%

Total mortgage loans

22,970

97.0

%

23,416

98.0

%

Nonmortgage loans:

Business loans

3,258

3.0

%

2,017

2.0

%

Consumer loans

10

—

%

16

—

%

Total nonmortgage loans

3,268

3.0

%

2,033

2.0

%

Total

$

26,238

100.0

%

$

25,449

100.0

%

LoansHeld For Sale. Loans held for sale, at fair value, at March 31, 2026 decreased $1.3 million, or 37.2%, to $2.1 million from $3.4 million at December 31, 2025.

Deposits. The composition of deposits at March 31, 2026 and December 31, 2025 and changes in dollars and percentages are summarized as follows:

March 31, 2026

December 31, 2025

Increase (Decrease)

Percent

Percent

Amount

of Total

Amount

of Total

Dollars

Percent

(Dollars in thousands)

Demand

$

241,012

11.3

%

$

208,250

10.2

%

$

32,762

15.7

%

Interest-bearing deposits:

NOW/IOLA accounts

78,192

3.7

%

84,012

4.1

%

(5,820

)

(6.9

%)

Money market accounts (1)

811,982

38.1

%

779,532

38.1

%

32,450

4.2

%

Reciprocal deposits

162,926

7.6

%

152,630

7.5

%

10,296

6.7

%

Savings accounts

118,373

5.5

%

117,708

5.8

%

665

0.6

%

Total NOW, money market, reciprocal and savings

1,171,473

54.9

%

1,133,882

55.4

%

37,591

3.3

%

Certificates of deposit of $250K or more

258,093

12.1

%

202,500

9.9

%

55,593

27.5

%

Brokered certificates of deposit (2)

54,553

2.6

%

67,942

3.3

%

(13,389

)

(19.7

%)

Listing service deposits (2)

1,243

0.1

%

4,150

0.2

%

(2,907

)

(70.0

%)

Certificates of deposit less than $250K

407,421

19.1

%

429,911

21.0

%

(22,490

)

(5.2

%)

Total certificates of deposit

721,310

33.8

%

704,503

34.4

%

16,807

2.4

%

Total interest-bearing deposits

1,892,783

88.7

%

1,838,385

89.8

%

54,398

3.0

%

Total deposits

$

2,133,795

100.0

%

$

2,046,635

100.0

%

$

87,160

4.3

%

(1)
As of March 31, 2026 and December 31, 2025, there were $0.3 million each in brokered deposits.
(2)
At March 31, 2026 and December 31, 2025, there were no individual listing service deposits amounting to $250,000 or more. All other brokered certificates of deposit individually amounted to less than $250,000.

When wholesale funding is necessary to complement the Company's core deposit base, management determines which source is best suited to address both liquidity risk and interest rate risk in line with management objectives. The Company’s Interest Rate Risk Policy imposes limitations on overall wholesale funding and noncore funding reliance. The overall reliance on wholesale funding and noncore funding were within those policy limitations as of March 31, 2026 and December 31, 2025. The Management Asset/Liability Committee generally meets on a monthly basis to review funding needs, if any, and to ensure the Company operates within the approved limitations.

The following table sets forth the average balance and weighted average rate of deposits for the periods indicated.

38


Table of Contents

For the Three Months Ended March 31,

2026

2025

Average
Balance

Percent

Weighted
Average
Rate

Average
Balance

Percent

Weighted
Average
Rate

(Dollars in thousands)

Deposit type:

NOW/IOLA (1)

$

77,833

3.73

%

0.70

%

$

72,354

3.6

%

0.64

%

Money market

949,007

45.49

%

3.62

%

827,948

41.2

%

4.12

%

Savings

120,205

5.76

%

0.09

%

117,616

5.9

%

0.10

%

Certificates of deposit

718,301

34.43

%

3.62

%

794,270

39.5

%

3.96

%

Interest-bearing deposits

1,865,346

89.40

%

3.27

%

1,812,188

90.2

%

3.65

%

Non-interest bearing demand (1)

221,056

10.60

%

—

%

196,627

9.8

%

—

%

Total deposits

$

2,086,402

100.00

%

2.92

%

$

2,008,815

100.0

%

3.29

%

The following table presents the time deposits with balances exceeding the $250,000 Federal Deposits Insurance Corporation ("FDIC") insurance limit by maturity at March 31, 2026.

Maturity Period:

(in thousands)

Three months or less

$

62,998

Over three months through six months

59,117

Over six months through one year

62,577

More than one year

73,401

Total

$

258,093

At March 31, 2026, the portion of uninsured deposits in excess of $250,000 FDIC insurance limit was $471.3 million.

Borrowings. The Bank had outstanding borrowings at March 31, 2026 and December 31, 2025 of $571.1 million and $596.1 million in term advances from the FHLBNY. The Bank had no overnight line of credit advance from the FHLBNY at March 31, 2026 and December 31, 2025. Additionally, the Bank had two unsecured lines of credit in the amount of $75.0 million with two correspondent banks for both periods at March 31, 2026 and December 31, 2025. The Bank did not have any term and overnight line of credit advances from the FRBNY at March 31, 2026 and December 31, 2025.

Stockholders’ Equity. The Company’s consolidated stockholders’ equity increased $9.8 million, or 1.8%, to $551.4 million as of March 31, 2026 from $541.5 million as of December 31, 2025. The $9.8 million increase in stockholders’ equity was largely attributable to $8.6 million in net income, $0.6 million impact to additional paid in capital as a result of share-based compensation, $0.6 million from release of ESOP shares and $0.2 million from exercise of stock options and $0.1 million in other comprehensive income, offset by $0.3 million related to dividend paid on preferred shares during the three months ended March 31, 2026.

Comparison of Results of Operations for the Three Months Ended March 31, 2026 and 2025

The discussion of the Company’s results of operations for the three months ended March 31, 2026 and 2025 are presented below. The results of operations for interim periods may not be indicative of future results.

Overview. Net income available to common stockholders was $8.3 million for the three months ended March 31, 2026 compared to net income available to common stockholders of $5.7 million for the three months ended March 31, 2025. Earnings per basic and diluted share was $0.36 for the three months ended March 31, 2026 compared to earnings per basic and diluted share of $0.25 for the three months ended March 31, 2025. The $2.7 million increase of net income available to common stockholders from the three months ended March 31, 2025, was due to increases of $6.0 million in net interest income, partially offset by increases of $1.9 million in provision for credit losses, $0.7 million in provision for income taxes, $0.4 million in non-interest expense and a decrease of $0.3 million in non-interest income. Net income for the three months ended March 31, 2026 and 2025, which excludes $0.3 million and $0.3 million, respectively, in dividends on preferred shares, were $8.6 million and $6.0 million, respectively.

39


Table of Contents

The following table presents the results of operations for the periods indicated:

For the Three Months Ended March 31,

Increase (Decrease)

2026

2025

Dollars

Percent

(Dollars in thousands)

Interest and dividend income

$

48,662

$

43,997

$

4,665

10.6

%

Interest expense

20,436

21,794

(1,358

)

(6.2

%)

Net interest income

28,226

22,203

6,023

27.1

%

Provision (benefit) for credit losses

1,656

(285

)

1,941

(681.1

%)

Net interest income after provision for credit losses

26,570

22,488

4,082

18.2

%

Non-interest income

2,042

2,381

(339

)

(14.2

%)

Non-interest expense

17,240

16,888

352

2.1

%

Income before income taxes

11,372

7,981

3,391

42.5

%

Provision for income taxes

2,749

2,022

727

36.0

%

Net income

$

8,623

$

5,959

$

2,664

44.7

%

Dividends on preferred shares

281

281

—

—

%

Net income available to common stockholders

$

8,342

$

5,678

$

2,664

46.9

%

Earnings per share:

Basic

$

0.36

$

0.25

$

0.11

44.0

%

Diluted

$

0.36

$

0.25

$

0.11

44.0

%

Interest and Dividend Income. Interest and dividend income increased $4.7 million, or 10.6%, to $48.7 million for the three months ended March 31, 2026 from $44.0 million for the three months ended March 31, 2025. Interest income on loans receivable, which is the Company’s primary source of income, increased $6.8 million, or 18.4%, to $44.0 million for the three months ended March 31, 2026 from $37.1 million for the three months ended March 31, 2025.

Total interest and dividend income on securities, FHLBNY stock and deposits due from banks decreased $2.2 million or 31.8%, to $4.7 million for the three months ended March 31, 2026 from $6.9 million for the three months ended March 31, 2025. The decrease was primarily attributable to decreases of $1.3 million in interest on securities and $0.9 million in interest on deposits due from banks.

The following table presents interest income on loans receivable for the periods indicated:

For the Three Months Ended March 31,

Change

2026

2025

Amount

Percent

(Dollars in thousands)

1-4 Family residential

$

6,464

$

7,092

$

(628

)

(8.9

%)

Multifamily residential

11,811

9,150

2,661

29.1

%

Nonresidential properties

11,546

5,677

5,869

103.4

%

Construction and land

12,197

14,602

(2,405

)

(16.5

%)

Business loans

1,950

592

1,358

229.4

%

Consumer loans

14

23

(9

)

(39.1

%)

Total interest income on loans receivable

$

43,982

$

37,136

$

6,846

18.4

%

40


Table of Contents

The following table presents interest and dividend income on securities and FHLBNY stock and deposits due from banks for the periods indicated:

For the Three Months Ended March 31,

Change

2026

2025

Amount

Percent

(Dollars in thousands)

Interest on deposits due from banks

$

770

$

1,668

$

(898

)

(53.8

%)

Interest on securities

3,247

4,521

(1,274

)

(28.2

%)

Dividend on FHLBNY stock

663

672

(9

)

(1.3

%)

Total interest and dividend income

$

4,680

$

6,861

$

(2,181

)

(31.8

%)

Interest Expense. Interest expense decreased $1.4 million, or 6.2%, to $20.4 million for the three months ended March 31, 2026 from $21.8 million for the three months ended March 31, 2025.

The following table presents interest expense for the periods indicated:

For the Three Months Ended March 31,

Change

2026

2025

Amount

Percent

(Dollars in thousands)

Certificates of deposit

$

6,415

$

7,754

$

(1,339

)

(17.3

%)

Money market

8,468

8,411

57

0.7

%

Savings

28

28

—

0.0

%

NOW/IOLA

134

115

19

16.5

%

Borrowings

5,391

5,486

(95

)

(1.7

%)

Total interest expense

$

20,436

$

21,794

$

(1,358

)

(6.2

%)

Net Interest Income. Net interest income increased $6.0 million, or 27.1%, to $28.2 million for the three months ended March 31, 2026 from $22.2 million for the three months ended March 31, 2025. The $6.0 million increase in net interest income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was attributable to an increase of $4.7 million in total interest and dividend income primarily due to increases in average loans receivable and a decrease of $1.4 million in interest expense due primarily to a lower average cost of funds on interest bearing liabilities.

Net interest rate spread increased by 66 basis points to 2.85% for the three months ended March 31, 2026 from 2.19% for the three months ended March 31, 2025. The increase in the net interest rate spread for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily due to an increase in the average yields on interest-earning assets of 32 basis points to 6.23% for the three months ended March 31, 2026 from 5.90% for the three months ended March 31, 2025, and a decrease in the average rates paid on interest-bearing liabilities of 33 basis points to 3.38% for the three months ended March 31, 2026 from 3.71% for the three months ended March 31, 2025.

Net interest margin increased 63 basis points for the three months ended March 31, 2026, to 3.61% from 2.98% for the three months ended March 31, 2025.

Non-Interest Income. Non-interest income decreased $0.3 million, or 14.2%, to $2.0 million for the three months ended March 31, 2026 from $2.4 million for the three months ended March 31, 2025. The $0.3 million decrease in non-interest income for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was largely attributable to a decrease of $0.4 million in income of sale of SBA loans.

41


Table of Contents

The following table presents non-interest income for the periods indicated:

For the Three Months Ended March 31,

Change

2026

2025

Amount

Percent

(Dollars in thousands)

Service charges and fees

$

539

$

525

$

14

2.7

%

Brokerage commissions

—

4

(4

)

—

%

Late and prepayment charges

726

697

29

4.2

%

Income on sale of mortgage loans

120

148

(28

)

(18.9

%)

Income on sale of SBA loans

—

404

(404

)

—

%

Other

657

603

54

9.0

%

Total non-interest income

$

2,042

$

2,381

$

(339

)

(14.2

%)

Non-Interest Expense. Non-interest expense increased $0.4 million, or 2.1%, to $17.2 million for the three months ended March 31, 2026 from $16.9 million for the three months ended March 31, 2025. The $0.4 million increase in non-interest expense was mainly attributable to increases of $0.8 million in compensation and benefit and $0.1 million in marketing and promotional expenses, partially offset by decreases of $0.3 million in direct loan expenses, $0.2 million in occupancy and equipment and $0.2 million in other operating expenses.

The following table presents non-interest expense for the periods indicated:

For the Three Months Ended March 31,

Change

2026

2025

Amount

Percent

(Dollars in thousands)

Compensation and benefits

$

8,663

$

7,780

$

883

11.3

%

Occupancy and equipment

3,672

3,913

(241

)

(6.2

%)

Data processing expenses

1,219

1,152

67

5.8

%

Direct loan expenses

121

388

(267

)

(68.8

%)

Insurance and surety bond premiums

333

315

18

5.7

%

Office supplies, telephone and postage

193

170

23

13.5

%

Professional fees

1,346

1,364

(18

)

(1.3

%)

Marketing and promotional expenses

228

83

145

174.7

%

Federal deposit insurance and regulatory assessment

409

461

(52

)

(11.3

%)

Other operating expenses

1,056

1,262

(206

)

(16.3

%)

Total non-interest expense

$

17,240

$

16,888

$

352

2.1

%

Income Tax Provision. The Company had a provision for income taxes of $2.7 million for the three months ended March 31, 2026 compared to a provision for income taxes of $2.0 million for the three months ended March 31, 2025.

Credit Quality. Total non-performing assets and accruing modifications to borrowers experiencing financial difficulty were $23.6 million at March 31, 2026 compared to $30.2 million at December 31, 2025 and $32.0 million at March 31, 2025.

During the three months ended March 31, 2026, a credit loss provision of $1.7 million on loans was recorded, consisting of $1.3 million charged on the funded portion and $0.4 million charged on the unfunded portion on loans. During the three months ended March 31, 2025, a credit loss benefit of $0.3 million on loans was recorded, consisting of $0.7 million charged on the funded portion on loans and a benefit of $1.0 million on the unfunded portion on loans.

42


Table of Contents

Average Balance Sheets

The following table sets forth average outstanding balances, average yields and rates, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. Average balances are derived from average daily balances. Non-accrual loans were included in the computation of average balances. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense.

For the Three Months Ended March 31,

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)

$

2,680,018

43,982

6.66

%

$

2,369,433

$

37,136

6.36

%

Securities (3)

360,452

3,247

3.65

%

467,560

4,521

3.92

%

Other (4)

129,585

1,433

4.48

%

186,021

2,340

5.10

%

Total interest-earning assets

3,170,055

48,662

6.23

%

3,023,014

43,997

5.90

%

Non-interest-earning assets

93,219

109,166

Total assets

$

3,263,274

$

3,132,180

Interest-bearing liabilities:

NOW/IOLA

$

77,833

$

134

0.70

%

$

72,354

$

115

0.64

%

Money market

949,007

8,468

3.62

%

827,948

8,411

4.12

%

Savings (5)

120,205

28

0.09

%

117,616

28

0.10

%

Certificates of deposit

718,301

6,415

3.62

%

794,270

7,754

3.96

%

Total deposits

1,865,346

15,045

3.27

%

1,812,188

16,308

3.65

%

Borrowings

584,100

5,391

3.74

%

568,601

5,486

3.91

%

Total interest-bearing liabilities

2,449,446

20,436

3.38

%

2,380,789

21,794

3.71

%

Non-interest-bearing liabilities:

Non-interest-bearing demand

221,056

—

196,627

—

Other non-interest-bearing liabilities

44,037

—

43,915

—

Total non-interest-bearing liabilities

265,093

—

240,542

—

Total liabilities

2,714,539

20,436

2,621,331

21,794

Total equity

548,735

510,849

Total liabilities and total equity

$

3,263,274

3.38

%

$

3,132,180

3.71

%

Net interest income

$

28,226

$

22,203

Net interest rate spread (6)

2.85

%

2.19

%

Net interest-earning assets (7)

$

720,609

$

642,225

Net interest margin (8)

3.61

%

2.98

%

Average interest-earning assets to interest-bearing liabilities

129.42

%

126.98

%

(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 and FHLBNY stock dividends and FRBNY demand deposits.
(5)
For the three months ended March 31, 2025, Advance payments by borrowers for taxes and insurance in the amount of $12.4 million, were reclassified to Savings.
(6)
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.
(7)
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(8)
Net interest margin represents net interest income divided by average total interest-earning assets.

43


Table of Contents

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on the Company’s net interest income for the periods indicated. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.

For the Three Months Ended March 31,

2026 vs. 2025

Increase (Decrease) Due to

Total Increase

Volume

Rate

(Decrease)

(In thousands)

Interest-earning assets:

Loans (1)

$

4,868

$

1,978

$

6,846

Securities (2)

(1,036

)

(238

)

(1,274

)

Other

(710

)

(197

)

(907

)

Total interest-earning assets

3,122

1,543

4,665

Interest-bearing liabilities:

NOW/IOLA

9

10

19

Money market

1,230

(1,173

)

57

Savings

1

(1

)

—

Certificates of deposit

(742

)

(597

)

(1,339

)

Total deposits

498

(1,761

)

(1,263

)

Borrowings

150

(245

)

(95

)

Total interest-bearing liabilities

648

(2,006

)

(1,358

)

Change in net interest income

$

2,474

$

3,549

$

6,023

(1)
Loans include loans and mortgage loans held for sale, at fair value.
(2)
Securities include available-for-sale securities and held-to-maturity securities.

Management of Market Risk

General. The most significant form of market risk is interest rate risk because, as a financial institution, the majority of the Bank’s assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of its financial condition and results of operations to changes in market interest rates. The Bank’s Asset/Liability Committee ("ALCO") is responsible for evaluating the interest rate risk inherent in the Bank’s assets and liabilities, for determining the level of risk that is appropriate, given the business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with policies and guidelines approved by the Board of Directors. The Bank currently utilizes a third-party modeling solution that is prepared on a quarterly basis, to evaluate its sensitivity to changing interest rates, given the Bank’s business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors.

Net Interest Income Simulation Models. Management utilizes a respected, sophisticated third party designed asset liability modeling software that measures the Bank’s earnings through simulation modeling. Earning assets, interest-bearing liabilities and off-balance sheet financial instruments are combined with forecasts of interest rates for the next 12 months and are combined with other factors in order to produce various earnings simulations over that same 12-month period. To limit interest rate risk, the Bank has policy guidelines for earnings risk which seek to limit the variance of net interest income under instantaneous changes to interest rates. As of

44


Table of Contents

March 31, 2026, in the event of an instantaneous upward and downward change in rates from management's interest rate forecast over the next twelve months, assuming a static balance sheet, the following estimated changes are calculated:

Net Interest Income

Year 1 Change

Rate Shift (1)

Year 1 Forecast

from Level

(Dollars in thousands)

+400

$

108,732

(5.30%)

+300

110,221

(4.00%)

+200

111,807

(2.62%)

+100

113,231

(1.38%)

Level

114,815

— %

-100

115,444

0.55%

-200

115,859

0.91%

-300

116,462

1.43%

-400

115,831

0.88%

(1)
Assumes an instantaneous uniform change in interest rates at all maturities.

Although an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, management believes that a gradual shift in interest rates would have a more modest impact. Further, the earnings simulation model does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could alter any potential adverse impact of changes in interest rates.

The behavior of the deposit portfolio in the baseline forecast and in alternate interest rate scenarios set out in the table above is a key assumption in the projected estimates of net interest income. The projected impact on net interest income in the table above assumes no change in deposit portfolio size or mix from the baseline forecast in alternative rate environments. In higher rate scenarios, any customer activity resulting in the replacement of low-cost or non-interest-bearing deposits with higher-yielding deposits or market-based funding would reduce the benefit in those scenarios.

At March 31, 2026, the earnings simulation model indicated that the Bank was in compliance with the Board of Directors approved Interest Rate Risk Policy.

Economic Value of Equity Model. While earnings simulation modeling attempts to determine the impact of a changing rate environment to net interest income, the Economic Value of Equity Model (“EVE”) measures estimated changes to the economic values of assets, liabilities and off-balance sheet items as a result of interest rate changes. Economic values are determined by discounting expected cash flows from assets, liabilities and off-balance sheet items, which establishes a base case EVE. Rates are then shocked as prescribed by the Interest Rate Risk Policy to measure the sensitivity in EVE values for each of those shocked rate scenarios versus the base case. The Interest Rate Risk Policy sets limits for those sensitivities. At March 31, 2026, the EVE modeling calculated the following estimated changes in EVE due to instantaneous upward and downward changes in rates:

EVE as a Percentage of Present

Value of Assets (3)

Estimated Increase (Decrease) in

Increase

Change in Interest

Estimated

EVE

EVE

(Decrease)

Rates (basis points) (1)

EVE (2)

Amount

Percent

Ratio (4)

(basis points)

(Dollars in thousands)

+400

$

490,084

$

(96,066

)

(16.39

%)

16.02

%

(1,639

)

+300

512,124

(74,026

)

(12.63

%)

16.48

%

(1,263

)

+200

535,242

(50,908

)

(8.69

%)

16.95

%

(869

)

+100

560,335

(25,815

)

(4.40

%)

17.46

%

(440

)

Level

586,150

—

—

%

17.96

%

—

-100

610,077

23,927

4.08

%

18.35

%

408

-200

632,450

46,300

7.90

%

18.68

%

790

-300

657,312

71,162

12.14

%

19.02

%

1,214

-400

696,113

109,963

18.76

%

19.62

%

1,876

(1)
Assumes an instantaneous uniform change in interest rates at all maturities.
(2)
EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
(3)
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
(4)
EVE Ratio represents EVE divided by the present value of assets.

45


Table of Contents

Although an instantaneous and severe shift in interest rates was used in this analysis to provide an estimate of exposure under these scenarios, management believes that a gradual shift in interest rates would have a more modest impact. Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not take into account factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, and changing product spreads that could alter the adverse impact of changes in interest rates.

At March 31, 2026, the EVE model indicated that the Bank was in compliance with the Board of Directors’ approved Interest Rate Risk Policy.

Most Likely Earnings Simulation Models. Management also analyzes a most-likely earnings simulation scenario that projects the expected change in rates based on a forward yield curve adopted by management using expected balance sheet volumes forecasted by management. Separate growth assumptions are developed for loans, investments, deposits, etc. Other interest rate scenarios analyzed by management may include delayed rate shocks, yield curve steepening or flattening, or other variations in rate movements to further analyze or stress the balance sheet under various interest rate scenarios. Each scenario is evaluated by management and weighted to determine the most likely result. These processes assist management to better anticipate financial results and, as a result, management may determine the need to review other operating strategies and tactics which might enhance results or better position the balance sheet to reduce interest rate risk going forward.

Each of the above analyses may not, on its own, be an accurate indicator of how net interest income will be affected by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as interest rate caps and floors) which limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the maturity of certain instruments. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates. The ALCO Committee reviews each of the above interest rate sensitivity analyses along with several different interest rate scenarios as part of its responsibility to provide a satisfactory, consistent level of profitability within the framework of established liquidity, loan, investment, borrowing and capital policies.

Management's model governance, model implementation and model validation processes and controls are subject to review in the Bank’s regulatory examinations to ensure they are in compliance with the most recent regulatory guidelines and industry and regulatory practices. Management utilizes a respected, sophisticated third party designed asset liability modeling software to help ensure implementation of management's assumptions into the model are processed as intended in a robust manner. That said, there are numerous assumptions regarding financial instrument behaviors that are integrated into the model. The assumptions are formulated by combining observations gleaned from the Bank’s historical studies of financial instruments and the best estimations of how, if at all, these instruments may behave in the future given changes in economic conditions, technology, etc. These assumptions may prove to be inaccurate. Additionally, given the large number of assumptions built into Bank’s asset liability modeling software, it is difficult, at best, to compare its results to other banks.

The ALCO Committee may determine that the Company should over time become more or less asset or liability sensitive depending on the underlying balance sheet circumstances and its conclusions regarding interest rate fluctuations in future periods. The historically low benchmark federal funds interest rate of the last several years implemented in response the turmoil resulting from COVID-19 pandemic has ended.

On September 18, 2024, the Federal Reserve announced that the target range for the federal funds rate decreased by 50 basis points to 4.75% to 5.00% effective on September 19, 2024. It marked the first rate cut in over four years and signaled a shift in strategy aimed at bolstering the economy and preventing a rise in unemployment. In November 2024, the Federal Reserve lowered the target range by 25 basis points to 4.50% to 4.75% and in December 2024 another 25 basis points to 4.25% to 4.50%. The Federal Reserve reduced the federal funds rate by 25 basis points each in September 2025, October 2025 and December 2025, resulting in the current federal funds rate range of 3.50% to 3.75%. At its January 2026 and April 2026 meetings, the Federal Reserve kept its interest rate steady at 3.50% to 3.75%. Our net interest income may be positively impacted if the demand for loans increases due to the lower rates, alone or in tandem with lower inflation, or it may be negatively impacted if we fail to appropriately time adjustments to our funding costs and the rates we earn on our loans.

GAP Analysis. In addition, management analyzes interest rate sensitivity by monitoring the Bank’s interest rate sensitivity "gap." The interest rate sensitivity gap is the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest bearing-liabilities maturing or repricing within that same time period. A gap is considered positive

46


Table of Contents

when the amount of interest rate sensitive assets maturing or repricing during a period exceeds the amount of interest rate sensitive liabilities maturing or repricing during the same period, and a gap is considered negative when the amount of interest rate sensitive liabilities maturing or repricing during a period exceeds the amount of interest rate sensitive assets maturing or repricing during the same period.

The following table sets forth the Company’s interest-earning assets and its interest-bearing liabilities at March 31, 2026, which are anticipated to reprice or mature in each of the future time periods shown based upon certain assumptions. The amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at March 31, 2026, on the basis of contractual maturities, anticipated prepayments and scheduled rate adjustments. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and as a result of contractual rate adjustments on adjustable-rate loans.

March 31, 2026

Time to Repricing

Zero to 90 Days

Zero to
180 Days

Zero Days
to One
Year

Zero Days
to Five
Years

Five Years
Plus

Total
Earning
Assets &
Costing
Liabilities

Non
Earning
Assets &
Non
Costing
Liabilities

Total

(Dollars in thousands)

Assets:

Interest-bearing deposits in banks

$

89,817

$

89,817

$

89,817

$

89,817

$

—

$

89,817

$

27,429

$

117,246

Securities (1)

24,076

37,694

64,547

222,771

141,861

364,632

(13,968

)

350,664

Placement with banks

-

-

-

249

—

249

—

249

Net loans (includes LHFS)

636,891

931,799

1,476,898

2,634,698

85,788

2,720,486

(19,710

)

2,700,776

FHLBNY stock

—

—

—

—

—

—

28,180

28,180

FRBNY stock

—

—

—

—

—

—

10,706

10,706

Other assets

—

—

—

—

—

—

92,936

92,936

Total

$

750,784

$

1,059,310

$

1,631,262

$

2,947,535

$

227,649

$

3,175,184

$

125,573

$

3,300,757

Liabilities:

Non-maturity deposits

$

82,939

$

165,730

$

330,893

$

1,017,773

$

399,400

1,417,173

$

(4,688

)

$

1,412,485

Certificates of deposit

269,705

423,353

594,501

721,310

—

721,310

—

721,310

Borrowings

—

150,000

179,000

571,100

—

571,100

—

571,100

Other liabilities

—

—

—

—

—

—

44,499

44,499

Total liabilities

352,644

739,083

1,104,394

2,310,183

399,400

2,709,583

39,811

2,749,394

Capital

—

—

—

—

—

—

551,363

551,363

Total liabilities and capital

$

352,644

$

739,083

$

1,104,394

$

2,310,183

$

399,400

$

2,709,583

$

591,174

$

3,300,757

Asset/liability gap

$

398,140

$

320,227

$

526,868

$

637,352

$

(171,751

)

$

465,601

Gap/assets ratio

212.90

%

143.33

%

147.71

%

127.59

%

57.00

%

117.18

%

(1)
Includes available-for-sale securities and held-to-maturity securities.

47


Table of Contents

The following table sets forth the Company’s interest-earning assets and its interest-bearing liabilities at December 31, 2025, which are anticipated to reprice or mature in each of the future time periods shown based upon certain assumptions. The amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities at December 31, 2025, on the basis of contractual maturities, anticipated prepayments and scheduled rate adjustments. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and as a result of contractual rate adjustments on adjustable-rate loans.

December 31, 2025

Time to Repricing

Zero to
90 Days

Zero to
180 Days

Zero Days
to One
Year

Zero Days
to Five
Years

Five
Years
Plus

Total
Earning
Assets &
Costing
Liabilities

Non
Earning
Assets &
Non
Costing
Liabilities

Total

(Dollars in thousands)

Assets:

Interest-bearing deposits in banks

$

97,643

$

97,643

$

97,643

$

97,643

$

—

$

97,643

$

28,511

$

126,154

Securities (1)

27,429

37,828

63,963

235,594

143,993

379,587

(14,409

)

365,178

Placement with banks

—

—

—

249

—

249

—

249

Net loans (includes LHFS)

784,821

1,022,289

1,454,001

2,568,380

53,141

2,621,521

(18,875

)

2,602,646

FHLBNY stock

29,309

29,309

29,309

29,309

—

29,309

—

29,309

FRBNY stock

10,698

10,698

10,698

10,698

—

10,698

—

10,698

Other assets

—

—

—

—

—

—

89,736

89,736

Total

$

949,900

$

1,197,767

$

1,655,614

$

2,941,873

$

197,134

$

3,139,007

$

84,963

$

3,223,970

Liabilities:

Non-maturity deposits

$

79,323

$

158,647

$

317,295

$

975,246

$

375,933

$

1,351,179

$

(9,047

)

$

1,342,132

Certificates of deposit

283,828

450,633

594,370

704,503

—

704,503

—

704,503

Borrowings

75,000

75,000

225,000

596,100

—

596,100

—

596,100

Other liabilities

—

—

—

—

—

—

39,686

39,686

Total liabilities

438,151

684,280

1,136,665

2,275,849

375,933

2,651,782

30,639

2,682,421

Capital

—

—

—

—

—

—

541,549

541,549

Total liabilities and capital

$

438,151

$

684,280

$

1,136,665

$

2,275,849

$

375,933

$

2,651,782

$

572,188

$

3,223,970

Asset/liability gap

$

511,749

$

513,487

$

518,949

$

666,024

$

(178,799

)

$

487,225

Gap/assets ratio

216.80

%

175.04

%

145.66

%

129.26

%

52.44

%

118.37

%

(1)
Includes available-for-sale securities and held-to-maturity securities.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the net interest income and EVE tables presented assume that the composition of the interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the net interest income and EVE tables provide an indication of the interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on net interest income and EVE and will differ from actual results. Furthermore, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Additionally, certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates both on a short-term basis and over the life of the asset.

In the event of changes in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the gap table.

Interest rate risk calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of loans, deposits and borrowings.

Liquidity and Capital Resources

Liquidity describes the ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of the Company’s customers and to fund current and future planned expenditures.

Although maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and competition. The most liquid assets are cash and interest-bearing deposits in banks. The levels of these assets are dependent on operating, financing, lending, and investing activities during any given period. The Bank had $571.1 million and $596.1 million of outstanding term advances from FHLBNY at March 31, 2026 and December 31, 2025, respectively. The Bank had no overnight line of credit advance from the FHLBNY at March 31, 2026 and December 31, 2025.

48


Table of Contents

Net cash provided by operating activities was $13.9 million and $13.1 million for the three months ended March 31, 2026 and 2025, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations, net purchase and redemption of FHLBNY stock and purchase of equipment offset by principal collections on loans and proceeds from maturities, calls and principal repayments on securities was ($84.9) million and ($67.8) million for the three months ended March 31, 2026 and 2025, respectively. Net cash provided by financing activities, consisting of activities in borrowing, deposit accounts and dividends paid on preferred stock, was $62.1 million and $44.8 million for the three months ended March 31, 2026 and 2025, respectively.

At March 31, 2026 and December 31, 2025, all regulatory capital requirements were met, resulting in the Company and the Bank being categorized as well capitalized. Management is not aware of any conditions or events that would change this categorization.

Material Cash Requirements

Commitments. As a financial services provider, the Company routinely is a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. Although these contractual obligations represent the Company’s future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans originated. At March 31, 2026 and December 31, 2025, the Company had outstanding commitments to originate loans and extend credit of $497.6 million and $481.7 million, respectively.

It is anticipated that the Company will have sufficient funds available to meet its current lending commitments. Certificates of deposit that are scheduled to mature in 2026 totaled $521.1 million. Management expects that a substantial portion of the maturing time deposits will be renewed. However, if a substantial portion of these deposits are not retained, the Company may utilize FHLBNY advances, FRBNY advances,unsecured credit lines with correspondent banks, or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

Contractual Obligations. In the ordinary course of its operations, the Company enters into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities. There have been no material changes in the Company’s material cash requirements under its contractual obligations as discussed in its most recent annual report on Form 10-K.

Dividend on Preferred Stock. Pursuant to the terms of its Preferred Stock, the Company is required to pay a quarterly dividend on its Preferred Stock, beginning during the quarter ended June 30, 2024. The floor dividend rate is 0.50% and the ceiling dividend rate is 2.00%, based on achievement of certain qualified lending targets. For quarterly dividends through June 15, 2025, the Company is required to pay quarterly dividends on the Preferred Stock at a rate of 0.50%. In June 2024, the Company began paying dividends on its Preferred Stock, which dividends were $0.3 million for the three months ended March 31, 2026 and $0.3 million for the three months ended December 31, 2025.

Other Material Cash Requirements. In addition to contractual obligations, the Company’s material cash requirements also includes compensation and benefits expenses for its employees, which were $8.7 million for the three months ended March 31, 2026. The Company also has material cash requirements for occupancy and equipment expenses, excluding depreciation and amortization of $0.5 million, related to rental expenses, general maintenance and cleaning supplies, guard services, software licenses and other miscellaneous expenses, which were $3.2 million for the three months ended March 31, 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The information required by this item is included in Part I, Item 2 of this report under “Management of Market Risk”.

Item 4. Controls and Procedures.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2026. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.

During the three months ended March 31, 2026, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

49


Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not involved in any pending legal proceedings as a plaintiff or a defendant other than routine legal proceeding occurring in the ordinary course of business. At March 31, 2026, the Company was not involved in any legal proceedings the outcome of which management believes would be material to its financial condition or results of operations.

Item 1A. Risk Factors.

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our 2025 Form 10-K and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in our Risk Factors from those disclosed in Item 1A of our 2025 Form 10-K or our other SEC filings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None

50


Table of Contents

Item 6. Exhibits

Exhibit

Number

Description

3.1

Articles of Incorporation of Ponce Financial Group, Inc. (attached as Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-258394) filed with the Commission on August 3, 2021).

3.2

Bylaws of Ponce Financial Group, Inc. (attached as Exhibit 3.2 to the Registrant’s Form S-1 (File No. 333-258394) filed with the Commission on August 3, 2021).

3.3

Articles Supplementary to the Charter of Ponce Financial Group, Inc. (attached as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41255) filed with the Commission on June 9, 2022).

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

51


Table of Contents

SIGNATURES

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.

(Registrant)

Date: May 6, 2026

By:

/s/ Carlos P. Naudon

Carlos P. Naudon

President and Chief Executive Officer

Date: May 6, 2026

By:

/s/ Sergio J. Vaccaro

Sergio J. Vaccaro

Executive Vice President and Chief Financial Officer

52