Transaction Overview

Ponce Financial Group, Inc. (“Ponce Financial Group”) (NASDAQ: PDLB) and PDL Community Bancorp (“PDL”), announced that the conversion and reorganization of Ponce Bank Mutual Holding Company from the mutual to stock form of organization and related stock offering was consummated at the close of business today, January 27, 2022. As a result of the closing of the conversion and reorganization and stock offering Ponce Financial Group is now the holding company for Ponce Bank. Ponce Bank’s former mutual holding companies, PDL and Ponce Bank Mutual Holding Company, have ceased to exist.

PDL’s stock ceased trading at the close of the market on January 27, 2022. Ponce Financial Group’s common stock will begin trading on the Nasdaq Global Market under the same trading symbol “PDLB” beginning at the opening of the market today, January 28, 2022.

As a result of the conversion and reorganization, each existing share of PDL common stock has been converted into the right to receive 1.3952 shares of Ponce Financial Group common stock. Cash will be paid in lieu of any fractional shares based on the sale price in the offering of $10.00 per share. Ponce Financial Group’s total outstanding shares are expected to be approximately 24,711,974 shares, before taking into account adjustments for fractional shares.

About Ponce Financial Group, Inc.

Ponce Financial Group, Inc. is the financial holding company for Ponce Bank. Ponce Bank is a Minority Depository Institution, a Community Development Financial Institution, and a certified Small Business Administration lender. The Bank’s business primarily consists of taking deposits from the general public and to a lesser extent alternative funding sources and investing those deposits, together with funds generated from operations and borrowings, in mortgage loans, consisting of 1-4 family residences (investor-owned and owner-occupied), multifamily residences, nonresidential properties and construction and land, and, to a lesser extent, in business and consumer loans. The Bank also invests in securities, which consist of U.S. Government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as, mortgage-backed securities, corporate bonds and obligations, and Federal Home Loan Bank stock.

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Lozan Aleksandrov

Managing Director, Equity Capital Markets

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Ricardo Diaz

Managing Director, Institutional Fixed Income Sales

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