Up to 12,075,000 Shares (Subject to increase up to 13,886,250 in shares the event of an increase in the pro forma market value of the Company’s Common Stock) PONCE FINANCIAL GROUP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share)Agency Agreement • November 5th, 2021 • Ponce Financial Group, Inc. • Savings institution, federally chartered • New York
