Kouzilos Ioannis 4
4 · Ponce Financial Group, Inc. · Filed Feb 13, 2026
Research Summary
AI-generated summary of this filing
Ponce Financial (PDLB) EVP Kouzilos Exercises Options, Sells Shares
What Happened Ioannis Kouzilos, EVP & Chief Lending Officer of Ponce Financial Group (PDLB), exercised 10,929 stock options on Feb 11, 2026 (code M) at several strike prices, paying about $125,519 in total exercise cost, and then disposed of those shares—selling 10,929 shares in an open-market transaction (code S) for $16.81 each, totaling $183,716. The exercises and the matching derivative dispositions indicate the exercised shares were sold immediately (cashless or simultaneous sale), yielding gross proceeds of roughly $183,716 and a pre-tax net difference of about $58,197 (proceeds minus exercise cost; excludes taxes/fees).
Key Details
- Transaction date: Feb 11, 2026; Form 4 filed Feb 13, 2026 (timely).
- Option exercises (total 10,929 shares acquired):
- 2,929 shares @ $10.44 = $30,579
- 4,000 shares @ $13.31 = $53,240
- 2,000 shares @ $10.33 = $20,660
- 2,000 shares @ $10.52 = $21,040
Total exercise cash paid ≈ $125,519.
- Open-market sale: 10,929 shares @ $16.81 = $183,716 (disposed).
- Derivative disposals (M) in the filing match the exercised tranches, indicating immediate sale of exercised shares.
- Shares owned after transaction: not specified in the excerpt provided.
- Filing notes/footnotes of interest:
- F1–F2: Restricted stock units (RSUs) with multi-year vesting schedules.
- F3: ESOP dispositions since last report — all such shares were disposed via diversification election.
- F4–F6: Various option/vesting schedule clarifications and a correction to previously reported option totals.
Context
- This is an exercise-and-sell (commonly called a cashless exercise or immediate sale): the insider converted options into shares and sold those shares the same day. Such transactions often reflect option-lifecycle decisions (exercising vested options and capturing proceeds) rather than an outright directional bet on the stock.
- The filing appears timely (transaction 2/11, filed 2/13). Net economic gain shown here (~$58k pre-tax) excludes brokerage fees and tax withholdings.
Insider Transaction Report
Form 4
Kouzilos Ioannis
EVP & Chief Lending Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-11$10.44/sh+2,929$30,579→ 40,006 total - Exercise/Conversion
Common Stock
2026-02-11$13.31/sh+4,000$53,240→ 44,006 total - Exercise/Conversion
Common Stock
2026-02-11$10.33/sh+2,000$20,660→ 46,006 total - Exercise/Conversion
Common Stock
2026-02-11$10.52/sh+2,000$21,040→ 48,006 total - Sale
Comnmon Stock
[F1][F2][F3]2026-02-11$16.81/sh−10,929$183,716→ 37,077 total - Exercise/Conversion
Premium Stock Options
2026-02-11$10.33/sh−2,000$20,660→ 0 totalExercise: $10.33From: 2026-02-11Exp: 2033-12-06→ Common Stock (2,000 underlying) - Exercise/Conversion
Premium Stock Options
2026-02-11$10.52/sh−2,000$21,040→ 0 totalExercise: $10.52From: 2025-12-07Exp: 2033-12-06→ Common Stock (2,000 underlying) - Exercise/Conversion
Stock Options
[F4]2026-02-11$10.44/sh−2,929$30,579→ 1,954 totalExercise: $10.44From: 2023-04-01Exp: 2032-03-31→ Common Stock (2,929 underlying) - Exercise/Conversion
Non-Premium Stock Options
[F5]2026-02-11$13.31/sh−4,000$53,240→ 16,000 totalExercise: $13.31From: 2026-02-04Exp: 2036-02-03→ Common Stock (4,000 underlying)
Holdings
- 2,000
Premium Stock Options
Exercise: $10.70From: 2026-12-07Exp: 2033-12-06→ Common Stock (2,000 underlying) - 2,000
Premium Stock Options
Exercise: $10.89From: 2027-12-07Exp: 2033-12-06→ Common Stock (2,000 underlying) - 2,000
Premium Stock Options
Exercise: $11.08From: 2028-12-07Exp: 2036-01-21→ Common Stock (2,000 underlying) - 7,500
Non-Premium Stock Options
[F6]Exercise: $16.88From: 2027-01-27Exp: 2036-01-21→ Common Stock (7,500 underlying) - 1,500
Premium Stock Options
Exercise: $18.57From: 2027-01-22Exp: 2036-01-21→ Common Stock (1,500 underlying) - 1,500
Premium Stock Options
Exercise: $18.91From: 2028-01-22Exp: 2036-01-21→ Common Stock (1,500 underlying) - 1,500
Premium Stock Options
Exercise: $19.24From: 2029-01-22Exp: 2036-01-21→ Common Stock (1,500 underlying) - 1,500
Premim Stock Options
Exercise: $19.58From: 2030-01-22Exp: 2036-01-21→ Common Stock (1,500 underlying) - 1,500
Premium Stock Options
Exercise: $19.92From: 2031-01-22Exp: 2036-01-21→ Common Stock (1,500 underlying)
Footnotes (6)
- [F1]Includes 5,000 shares of previously awarded restricted stock units, of which 1,666 shares vest on December 7, 2026, 1,667 shares vest on December 7, 2027 and 1,667 shares vest on December 7, 2028.
- [F2]Includes 4,000 shares of previously awarded restricted stock units that vest in four equal installments on February 4, 2027, 2028, 2029 and 2030.
- [F3]This Form 4 reflects ESOP dispositions that have occurred since the date of the reporting person's last ownership report. As of the date of this report, all such shares have been disposed of in connection with a diversification election.
- [F4]The remaining options will vest in two equal installments on April 1. 2026 and 2027. Total remaining reflects a correction to the previously filed Form 4, which reported 4,833 options outstanding. The correct total was 4,883, of which 1,954 remain unexercised.
- [F5]Remaining non-premium stock options vest in equal installment on February 2, 2027, 2028, 2029 and 2030
- [F6]Stock options vest annually at a rate of 20% commencing on January 22, 2027
Signature
/s/Megan Foscaldi, as attorney in fact|2026-02-13