Patriot Natl SEC Filings

Patriot National Bancorp, Inc. entered into registered direct purchase agreements dated August 29, 2025 to sell an aggregate of 31,985,103 shares of common stock and related warrants to accredited investors. The transaction consists of 19,196,000 Voting Common Stock shares delivered at closing and 12,789,103 Non-Voting Common Stock shares issuable upon exercise of three-year warrants no earlier than six months after closing. Shares are priced at $1.25 each and warrants at $0.125 per warrant share; warrants are exercisable at $1.56 per Warrant Share, subject to adjustment up to $1.685 under stated conditions. Gross proceeds are expected to be approximately $25.6 million with estimated offering expenses of $250,000. The Company intends to use proceeds for general corporate purposes. The offering is expected to close on or about September 3, 2025, subject to customary closing conditions.

Patriot National Bancorp, Inc. reported a change in its independent registered public accounting firm and board compensation decisions. The Audit Committee approved engagement of Baker Tilly US, LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective August 22, 2025, and ended RSM US LLP’s engagement on that date. RSMhad issued unqualified reports for the years ended December 31, 2024 and 2023 and the company discloses no disagreements or reportable events with RSM through August 22, 2025. The company also approved director compensation effective July 1, 2025: Company independent directors will receive $50,000 cash plus $75,000 in restricted stock units; Bank independent directors will receive $20,000 cash plus $25,000 in restricted stock units.

Patriot National Bancorp (PNBK) reported an insider award: on August 13, 2025 the company's EVP & Chief Credit Officer, William Paul Simmons, was granted Restricted Stock Units equal to 1,000,000 shares of common stock. The award agreement is effective April 30, 2025 and the RSUs vest in three equal installments on each of the first three anniversaries of the award date. Following the grant the filing reports 1,000,000 shares beneficially owned by the reporting person related to this award. The Form 4 was signed on August 14, 2025.

Steven Sugarman, President and Director of Patriot National Bancorp, Inc. (PNBK), received an award of 552,927 Restricted Stock Units (RSUs). The award agreement is effective July 1, 2025 and was reported on Form 4 with a transaction date of August 13, 2025. The RSUs were granted under an Employment Agreement effective March 20, 2025 and vest in 12 equal monthly installments beginning July 1, 2025 and ending July 1, 2026. Vested RSUs represent the right to be settled on July 1, 2026. After the reported transaction, the amount of Common Stock beneficially owned by the reporting person related to this grant is 552,927 shares, held directly. The Form 4 was signed on August 14, 2025.

Patriot National Bancorp (PNBK) reported a Section 16 Form 4 showing that Angie Miranda, EVP & Chief Risk Officer, received a grant of 450,000 Restricted Stock Units (RSUs). The award agreement was effective April 30, 2025 and was reported as a transaction dated August 7, 2025. The RSUs vest in three equal installments on each of the first three anniversaries of the award date, meaning one-third vests each year over three years. The Form 4 was signed by Angie Miranda on August 14, 2025. The filing reflects a non-derivative equity award to an officer; no exercise price, cash consideration, or adjustments are reported in the Form 4.

Steven Sugarman, a director and president of Patriot National Bancorp, Inc. (PNBK), reported ownership changes tied to the company’s March 20, 2025 private placement and a July 3, 2025 automatic conversion. The Steven and Ainslie Sugarman Living Trust bought 19,167 shares of Series A Preferred Stock in the private placement (convertible into 1,533,333 Voting Common Stock subject to a 9.99% ownership cap). The Trust also received 5,833 Series A Preferred shares as reimbursement of legal fees (convertible into 466,667 Voting Common Stock). On July 3, 2025, all Series A Preferred shares automatically converted into Non-Voting Common Stock: 1,533,333 shares from the first tranche and 466,667 from the reimbursement, yielding 2,000,000 Non-Voting Common shares held indirectly by the Trust. Each Non-Voting share is convertible into one Voting Common share but remains subject to the 9.99% beneficial ownership limitation.