▸ Consumers may increasingly decide not to use banks to complete their financial transactions, which could have a material adverse impact on our financial condition and operations.· · · · ● 1 ▸ Our business is technology dependent, and an inability to successfully implement technological improvements may adversely affect our ability to be competitive and our results of operations and financial condition.· · · · ● 1 ▸ Our common stock price may be volatile, which could result in losses to our investors.· · · · ● 1 ▸ The success of our business strategies depends on our ability to identify, recruit and retain individuals with experience and relationships in our primary markets.· · · · ● 1 ▸ The trading volume of our common stock may not provide adequate volume for investors, and future sales of our common stock by stockholders or the perception that those sales could occur may cause our common stock price to decline.· · · · ● 1 ▸ We are subject to losses due to errors, omissions or fraud by our employees, client, counterparties or other third parties.· · · · ● 1 ▸ We are subject to physical and financial risks associated with climate change and other weather and natural disaster impacts· · · · ● 1 ▸ We may lose the ability to obtain grants and awards available to CDFIs and/or MDIs institutions.· · · ● ● 2 ▸ Imposition of limits by the bank regulators on construction lending activities could curtail our growth and adversely affect our earnings.· · ● ● ● 3 ▸ Our business and our customers are impacted by inflationary pressures.· · ● ● ● 3 ▸ Our emphasis on construction lending involves risks that could adversely affect our financial condition and results of operations.· · ● ● ● 3 ▸ Risks Related to CDFI and MDI Status.· · ● ● ● 3 ▸ We may be limited in our ability to originate new construction loans in our market area due to legislative changes.· · ● ● ● 3 ▸ Financial challenges at other banking institutions could lead to depositor concerns that spread within the banking industry causing disruptive deposit outflows and other destabilizing results.· ● ● ● ● 4 ▸ We may be dependent on advances from the FHLBNY and borrowings from the FRBNY to grow our lending activities, which may negatively impact our results of operations.· ● ● ● ● 4 rw ▸ Stock has a dividend rate of no more than 0.5%, which dividend rate is calculated pursuant to the ECIP and the terms thereof, at each of six consecutive Reset Dates, as defined in the ECIP.· · · ● · 1 ▸ By engaging in derivative transactions, we are exposed to additional credit and market risk in our banking business.· · ● ● · 2 ▸ If we were to lose our status as a CDFI and/or MDI, we may lose the ability to obtain grants and awards available to such institutions.· · ● · · 1 ▸ Interest rates may rise and the possibility that we may access higher-cost funds to support our loan growth and operations may adversely affect our net interest income and profitability.· ● ● ● · 3 rw ▸ Inflationary Pressures and Rising Prices for Goods and Services, Including Energy.● ● · · · 2 ▸ Loans originated under the SBA Paycheck Protection Program subject us to credit, forgiveness and guarantee risk.● ● · · · 2 ▸ Loans that we make through our FinTech partnerships may expose us to increased lending risk● · · · · 1 ▸ New stock-based benefit plans will increase our expenses and reduce our income.● ● · · · 2 ▸ Risks Related to Russia—Ukraine Conflict.● ● ● · · 3 ▸ Risks Related to the COVID-19 Pandemic.● · · · · 1 ▸ Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers.● ● ● ● · 4 ▸ The cost of finance and accounting systems, procedures and controls in order to satisfy our public company reporting requirements increases our expenses.● ● ● ● · 4 ▸ The impact of the military action in Ukraine may affect our business.● ● ● · · 3 ▸ The information contained in this section is accurate as of the date hereof, but may become outdated due to changing circumstances beyond our present awareness or control.● ● · · · 2 ▸ We are a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors.● ● ● · · 3 rw ▸ You should read this entire document carefully, including the Risk Factorsbelow that discusses the above risks in further detail.● ● ● · · 3 ▸ A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of nonperforming loans, which could adversely affect our operations, financial condition and earnings.● ● ● ● ● 5 ▸ Adherence to our internal policies and procedures by management is critical to our performance and how we are perceived by our regulators.● ● ● ● ● 5 ▸ Changes in accounting standards could affect reported earnings.● ● ● ● ● 5 ▸ Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.● ● ● ● ● 5 ▸ Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.● ● ● ● ● 5 ▸ Changes in the valuation of securities held could adversely affect us.● ● ● ● ● 5 ▸ Future changes in interest rates could reduce our profits and asset values.● ● ● ● ● 5 ▸ If our allowance for credit losses is not sufficient to cover actual loan losses, our earnings and capital could decrease.● ● ● ● ● 5 rw ▸ Ineffective liquidity management could adversely affect our financial results and condition.● ● ● ● ● 5 ▸ Legal and regulatory proceedings and related matters could adversely affect us.● ● ● ● ● 5 ▸ Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations.● ● ● ● ● 5 ▸ Negative developments in the U.S. or in our primary markets may adversely impact our results in the future.● ● ● ● ● 5 rw ▸ New lines of business or new products and services may subject us to additional risks.● ● ● ● ● 5 ▸ Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.● ● ● ● ● 5 ▸ group Other Risks Related to Our Business and Industry Generally● ● ● ● ● 5 ▸ Our Equity Incentive Plans have increased our expenses and reduced our income, and may dilute our stockholders' ownership interests.● ● ● ● ● 5 rw ▸ Our New York State multi-family loan portfolio could be adversely impacted by changes in legislation or regulation, primarily rent control and rent stabilization.● ● ● ● ● 5 rw ▸ Our ability to originate loans could be restricted by federal regulations.● ● ● ● ● 5 rw ▸ Our business may be adversely affected by credit risk associated with residential property.● ● ● ● ● 5 ▸ Our efficiency ratio is high, and we anticipate that it may remain high, as a result of the ongoing implementation of our business strategy.● ● ● ● ● 5 ▸ Our historical markets, minority and immigrant individuals, may be threatened by gentrification and adverse political developments, which could decrease our growth and profitability.● ● ● ● ● 5 ▸ Our small size makes it more difficult for us to compete.● ● ● ● ● 5 ▸ Risk Related to our Operations and Technology.● ● ● ● ● 5 rw ▸ group Risks Related to Accounting Matters● ● ● ● ● 5 ▸ group Risks Related to Competitive Matters● ● ● ● ● 5 ▸ Risks Related to Interest Rates.● ● ● ● ● 5 ▸ Risks Related to Laws and Regulations.● ● ● ● ● 5 ▸ Risks Related to Our Management.● ● ● ● ● 5 ▸ Risks Related to our Business Strategy.● ● ● ● ● 5 ▸ Risks Related to our Lending Activities.● ● ● ● ● 5 ▸ Strong competition within our market areas may limit our growth and profitability.● ● ● ● ● 5 ▸ The Federal Reserve Board may require us to commit capital resources to support Ponce Bank.● ● ● ● ● 5 ▸ The unseasoned nature of our multifamily, nonresidential and construction and land loans portfolio may result in changes to our estimates of collectability, which may lead to additional provisions or charge-offs, which could hurt our profits.● ● ● ● ● 5 ▸ We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.● ● ● ● ● 5 ▸ We are subject to environmental liability risk associated with lending activities or properties we own.● ● ● ● ● 5 ▸ We are subject to stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.● ● ● ● ● 5 ▸ We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.● ● ● ● ● 5 ▸ We face significant operational risks because the financial services business involves a high volume of transactions and increased reliance on technology, including risk of loss related to cyber security breaches.● ● ● ● ● 5 ▸ We have analyzed these capital requirements, and the Bank meets all of these requirements, including the 2.5% capital conservation buffer.● ● ● ● ● 5 ▸ We may incur losses due to minority investments in other financial technology related companies.● ● ● ● ● 5 
