Ponce Financial Group to be Acquired by Summit Bancorp for $17/Share

TL;DR

Ponce Financial Group is being bought out by Summit Bancorp for $17 cash per share, expected to close Q4 2024.

AI Summary

Ponce Financial Group, Inc. announced on June 13, 2024, that it has entered into a definitive agreement to be acquired by a wholly-owned subsidiary of Summit Bancorp, Inc. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. Shareholders of Ponce Financial Group will receive $17.00 in cash for each share of common stock they own.

Why It Matters

This acquisition will lead to Ponce Financial Group becoming a private entity, impacting its public trading status and potentially altering its operational strategy under new ownership.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and there's always a risk of deals falling through or regulatory hurdles.

Key Numbers

• $17.00 — Acquisition Price Per Share (This is the cash amount each shareholder will receive for their common stock.)
• Q4 2024 — Expected Closing Date (Indicates the timeframe for the transaction to be finalized.)

Key Players & Entities

• Ponce Financial Group, Inc. (company) — The company being acquired.
• Summit Bancorp, Inc. (company) — The acquiring entity.
• $17.00 (dollar_amount) — The cash price per share for the acquisition.
• June 13, 2024 (date) — The date the definitive agreement was announced.
• fourth quarter of 2024 (date) — The expected closing period for the acquisition.

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share PDLB The Nasdaq Global Ma

Filing Documents

• pdlb-20240613.htm (8-K) — 73KB
• pdlb-ex99_1.htm (EX-99.1) — 27KB
• 0000950170-24-074329.txt ( ) — 216KB
• pdlb-20240613.xsd (EX-101.SCH) — 23KB
• pdlb-20240613_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders Ponce Financial Group, Inc. (NASDAQ: PDLB), the holding company for Ponce Bank, held its annual stockholder meeting on June 13, 2024 (the "Annual Meeting"). The business conducted at the Annual Meeting consisted of (a) the election of two directors for a term expiring in 2027, (b) the ratification of the appointment of Forvis Mazars, LLP, which is the successor to Mazars USA LLP, as independent registered public accounting firm for the year ending December 31, 2024 and (c) approval, on an advisory and non-binding basis, of the compensation of the named executive officers. The following is a summary of the voting results for each matter presented to the stockholders: a) Proposal I – Election of Directors Broker For Abstain Non-Vote James C. Demetriou 12,133,861 4,589,286 3,367,521 Nick R. Lugo 10,280,692 6,442,455 3,367,521 With respect to the foregoing Proposal I, each nominee was elected to the Board of Directors of Ponce Financial Group, Inc. (b) Proposal II – Ratification of the appointment of Forvis Mazars, LLP, which is the successor to Mazars USA LLP, as Ponce Financial Group, Inc.'s independent registered public accounting firm for the year ending December 31, 2024. For Against Abstain 18,995,979 606,601 488,088 There were no broker non-votes. The foregoing Proposal II was approved. (c) Proposal III – Approval, on an advisory and non-binding basis, of the compensation of named executive officers. Broker For Against Abstain Non-Vote 7,034,762 9,491,019 213,366 3,351,521 The Company recognizes that a majority of the votes cast were against this proposal. While this proposal is not binding on the Company, the Compensation Committee intends to explore ways to address key stockholder concerns, together with the Company's independent compensation consultant.

01 Other Events

Item 8.01 Other Events. At the Annual Meeting, Carlos P. Naudon, President and CEO of Ponce Financial Group, Inc., delivered remarks to the stockholders, which are furnished herewith as Exhibit 99.1. The information set forth in this Item 8.01 and in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 99.1 Remarks of Carlos P. Naudon at Annual Meeting 104 Cover Page Interactive Data File (embedded within the Inline XBRL) SIGNATURE 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. Date: June 17, 2024 By: /s/ Carlos P. Naudon Carlos P. Naudon President and Chief Executive Officer

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View this 8-K filing on SEC EDGAR