Exhibit 99.1
Black-Out Notice Concerning Limitations on
Trading in Ponce Financial Group, Inc. Equity Securities
To: Executive Officers and Directors of Ponce Financial Group, Inc. (the “Company”)
From: Carlos Naudon, President and Chief Executive Officer
Date: October 31, 2023
This notice is being provided to you pursuant to Rule 104 of Regulation BTR, promulgated under Section 306(a)(6) of the Sarbanes Oxley Act of 2002. The purpose of this notice is to inform you of an impending “blackout period” that will be imposed on trading in the Company’s common stock (“Company stock”) due to the transition of the Ponce Bank Employee Stock Ownership Plan with 401(k) provisions (the “401(k) Plan”) from Pentegra Retirement Services (“Pentegra”) to Empower Retirement, LLC (“Empower”), which is expected to begin on November 15, 2023. This blackout period, described in more detail below, is necessary to transfer the assets, recordkeeping and other services related to the 401(k) Plan from Pentegra to Empower.
Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving the Company’s equity securities (including options and other derivatives based on Company stock) during this blackout period, including shares of the Company stock that are held outside of the 401(k) Plan.
The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe.
We therefore request that you contact Sergio Vaccaro at sergio.vaccaro@poncebank.net or by calling 718-931-9000 before engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.