Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 26, 2024, Ponce Bank (the "Bank"), the wholly owned subsidiary of Ponce Financial Group, Inc. (the "Company"), entered into a Change in Control Agreement (the "Agreement") with the Chief Financial Officer of the Bank and the Company, Sergio Vaccaro ("Executive"). The Agreement has an initial term of one year and will renew automatically for additional one-year terms on an annual basis, unless terminated at least 90 days in advance of the anniversary date by the disinterested members of the Company's board of directors.

The Agreement provides, among other things, that in the event of a "change in control" (as defined in the Agreement) of the Company, followed by the termination of the Executive other than for "cause" (as defined in the Agreement) or Executive's voluntary termination for "good reason" (as defined the Agreement) within 30 days of the event constituting good reason, that Executive shall be entitled to receive certain termination benefits. Such termination benefits include (1) a payment equal to 1.5 times Executive's average annual compensation for the most recent five years that Executive has been employed by the Bank (or such lesser number of years, in the event Executive has been employed by the Bank for less than five years) and (2) continuation of life, medical and disability coverage that is substantially identical to the coverage maintained by the Bank or the Company for the Executive immediately prior to the Executive's severance (unless coverage is changed with respect to all employees of the Bank or the Company on a non-discriminatory basis). Payments under the Agreement are subject to restrictions of specified applicable banking regulatory requirements.

The description above is qualified in its entirety by the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.