[10-Q] PATRIOT NATIONAL BANCORP INC Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-Q
__________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______ to _______
Commission file number 000-29599
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(203 ) 252-5900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer | o | Accelerated filer | o | |||||||||||||||||
| x | Smaller reporting company | |||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 14, 2025, there were 114,991,017 shares of the registrant’s common stock outstanding.
1
Table of Contents
TABLE OF CONTENTS
Table of Contents | 2 | ||||
PART I- FINANCIAL INFORMATION | 3 | ||||
Item 1: Consolidated Financial Statements | 3 | ||||
Consolidated Balance Sheets (Unaudited) | 4 | ||||
Consolidated Statements of Operations (Unaudited) | 5 | ||||
Consolidated Statements of Comprehensive Loss (Unaudited) | 7 | ||||
Consolidated Statements of Shareholders' Equity (Unaudited) | 8 | ||||
Consolidated Statements of Cash Flows (Unaudited) | 10 | ||||
Notes to Consolidated Financial Statements (Unaudited) | 11 | ||||
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations | 50 | ||||
Item 3: Quantitative and Qualitative Disclosures about Market Risk | 72 | ||||
Item 4: Disclosure Controls and Procedures | 74 | ||||
PART II - OTHER INFORMATION | 75 | ||||
Item 1: Legal Proceedings | 75 | ||||
Item 5: Other Information | 75 | ||||
Item 6: Exhibits | 76 | ||||
SIGNATURES | 78 | ||||
2
PART I- FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements
3
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | ||||||||||
| (In thousands, except share data) | Unaudited | ||||||||||
| Assets | |||||||||||
| Cash and due from banks: | |||||||||||
| Noninterest bearing deposits and cash | $ | $ | |||||||||
| Interest bearing deposits | |||||||||||
| Restricted cash | |||||||||||
| Total cash, cash equivalents and restricted cash | |||||||||||
| Investment securities: | |||||||||||
| Available-for-sale securities, at fair value | |||||||||||
| Other investments, at cost | |||||||||||
| Total investment securities | |||||||||||
| Federal Reserve Bank (FRB) stock, at cost | |||||||||||
| Federal Home Loan Bank (FHLB) stock, at cost | |||||||||||
Loans receivable (net of allowance for credit losses: 2025: $( | |||||||||||
| Loans held for sale | |||||||||||
| Accrued interest and dividends receivable | |||||||||||
| Premises and equipment, net | |||||||||||
| Other real estate owned | |||||||||||
| Core deposit intangible, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Deposits: | |||||||||||
| Noninterest bearing deposits | $ | $ | |||||||||
| Interest bearing deposits | |||||||||||
| Total deposits | |||||||||||
| FHLB, FRB and correspondent bank borrowings | |||||||||||
| Senior notes, net | |||||||||||
| Subordinated debt, net | |||||||||||
| Junior subordinated debt owed to unconsolidated trust, net | |||||||||||
| Note payable | |||||||||||
| Advances from borrowers for taxes and insurance | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and Contingencies | |||||||||||
| Shareholders' equity | |||||||||||
Common stock, $ | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
See Accompanying Notes to Consolidated Financial Statements.
4
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
5
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Interest and Dividend Income | |||||||||||||||||||||||
| Interest and fees on loans | $ | $ | $ | $ | |||||||||||||||||||
| Interest on investment securities | |||||||||||||||||||||||
| Dividends on investment securities | |||||||||||||||||||||||
| Other interest income | |||||||||||||||||||||||
| Total interest and dividend income | |||||||||||||||||||||||
| Interest Expense | |||||||||||||||||||||||
| Interest on deposits | |||||||||||||||||||||||
| Interest on FHLB, FRB and correspondent bank borrowings | |||||||||||||||||||||||
| Interest on senior debt | |||||||||||||||||||||||
| Interest on subordinated debt | |||||||||||||||||||||||
| Interest on note payable | |||||||||||||||||||||||
| Total interest expense | |||||||||||||||||||||||
| Net interest income | |||||||||||||||||||||||
(Recovery of) provision and credit loss expense | ( | ||||||||||||||||||||||
Net interest income after (recovery of) provision and credit loss expense | |||||||||||||||||||||||
| Non-interest Income | |||||||||||||||||||||||
| Loan application, inspection and processing fees | |||||||||||||||||||||||
| Deposit fees and service charges | |||||||||||||||||||||||
| (Loss) gain on sales of loans, net | ( | ( | |||||||||||||||||||||
| Rental income | |||||||||||||||||||||||
| Loss on sale of investment securities, net | ( | ||||||||||||||||||||||
| Digital Payments income | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Total non-interest income | |||||||||||||||||||||||
| Non-interest Expense | |||||||||||||||||||||||
| Salaries and benefits | |||||||||||||||||||||||
| Occupancy and equipment expense | |||||||||||||||||||||||
| Data processing expense | |||||||||||||||||||||||
| Professional and other outside services | |||||||||||||||||||||||
| Advertising and promotional expense | |||||||||||||||||||||||
| Loan administration and processing expense | |||||||||||||||||||||||
| Regulatory assessments | |||||||||||||||||||||||
| Insurance expense, net | |||||||||||||||||||||||
| Communications, stationary and supplies | |||||||||||||||||||||||
| Other operating expense | |||||||||||||||||||||||
| Total non-interest expense | |||||||||||||||||||||||
| Loss before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| (Benefit) provision for income taxes | ( | ( | |||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Basic loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted loss per share | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See Accompanying Notes to Consolidated Financial Statements.
6
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)
| (In thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||
Net unrealized holding gain on available for sale securities | |||||||||||||||||||||||
| Income tax effect | ( | ( | |||||||||||||||||||||
| Reclassification for realized loss on sale of investment securities | |||||||||||||||||||||||
| Income tax effect | ( | ||||||||||||||||||||||
| Impact of update to effective tax rate | ( | ( | |||||||||||||||||||||
| Other comprehensive income, net of tax | |||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See Accompanying Notes to Consolidated Financial Statements.
7
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| (In thousands, except shares) | Number of Common Stock | Number of Preferred Stock | Preferred Stock | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Comprehensive (loss) income: | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Unrealized holding gain on available-for-sale securities, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) income | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Preferred stock conversion | $ | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||
| Common stock issuance | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| (In thousands, except shares) | Number of Common Stock | Number of Preferred Stock | Preferred Stock | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Comprehensive (loss) income: | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Unrealized holding gain on available-for-sale securities, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Total comprehensive (loss) income | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||
| Preferred stock issuance | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Preferred stock conversion | ( | ( | — | — | |||||||||||||||||||||||||||||||||||||
| Common stock issuance | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||||
8
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited) (Continued)
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| (In thousands, except shares) | Number of Shares | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total | ||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Comprehensive (loss) income: | |||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ||||||||||||||||||||||||
| Unrealized holding gain on available-for-sale securities, net of tax | — | — | — | ||||||||||||||||||||||||||
| Total comprehensive (loss) income | — | — | ( | ( | |||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| (In thousands, except shares) | Number of Shares | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total | ||||||||||||||||||||||||
| Balance at January 1, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Comprehensive (loss) income: | |||||||||||||||||||||||||||||
| Net loss | — | — | ( | — | ( | ||||||||||||||||||||||||
| Unrealized holding gain on available-for-sale securities, net of tax | — | — | — | ||||||||||||||||||||||||||
| Total comprehensive income | — | — | ( | ( | |||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | ||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
See Accompanying Notes to Consolidated Financial Statements.
9
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| (In thousands) | Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Cash Flows from Operating Activities: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
| Accretion of investment premiums and discounts, net | ( | ( | |||||||||
| Amortization and accretion of purchase loan premiums and discounts, net | ( | ||||||||||
| Amortization of debt issuance costs | |||||||||||
| Amortization of core deposit intangible | |||||||||||
| Amortization of servicing assets of sold SBA loans | |||||||||||
| Provision for credit losses | |||||||||||
| Depreciation and amortization | |||||||||||
| Loss on sales of available-for-sale securities | |||||||||||
| Gain on sale of premises and equipment | ( | ( | |||||||||
| Share-based compensation | |||||||||||
| Decrease in deferred tax assets | |||||||||||
| (Decrease) increase in deferred tax liabilities | ( | ||||||||||
| Originations of loans held for sale, net | ( | ( | |||||||||
| Proceeds from sale of loans held for sale | |||||||||||
| Loss (gain) on sale of loans, net | ( | ||||||||||
| Write-down of other real estate owned | |||||||||||
| Changes in assets and liabilities: | |||||||||||
| Decrease in accrued interest and dividends receivable | |||||||||||
| Decrease (increase) in other assets | ( | ||||||||||
| Decrease in accrued expenses and other liabilities | ( | ( | |||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Proceeds from maturity or sales on available-for-sale securities | |||||||||||
| Principal repayments on available-for-sale securities | |||||||||||
| Purchases of available-for-sale securities | ( | ( | |||||||||
| Purchases of FRB stock | ( | ( | |||||||||
| Redemptions of FHLB stock | |||||||||||
| Payments received on loans receivable, net | |||||||||||
| Purchases of loans receivable | ( | ( | |||||||||
| Proceeds from maturity or sales on other investments | |||||||||||
| Purchases of premises and equipment | ( | ( | |||||||||
| Proceeds from sale of premises and equipment | |||||||||||
| Proceeds from sale of other real estate owned | |||||||||||
| Net cash provided by investing activities | |||||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Decrease in deposits, net | ( | ( | |||||||||
| (Repayments) proceeds from FHLB daily borrowing, net | ( | ||||||||||
| Repayments of FHLB long term borrowings | ( | ||||||||||
| Proceeds from FRB and correspondent bank borrowings | |||||||||||
| Repayments of FRB and correspondent bank borrowings | ( | ( | |||||||||
| Principal repayments of senior notes | ( | ||||||||||
| Principal repayments of note payable | ( | ( | |||||||||
| Increase in advances from borrowers for taxes and insurance | |||||||||||
| Proceeds from preferred stock issuance | |||||||||||
| Private Placement Costs for preferred stock | ( | ||||||||||
| Proceeds from common stock issuance | |||||||||||
| Private Placement Costs for common stock | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
| (In thousands) | Nine Months Ended September 30, | ||||||||||
2025 | 2024 | ||||||||||
| Supplemental Disclosures of Cash Flow Information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash (refund from) paid for income taxes, net | ( | ||||||||||
| Net change in unrealized gain on available-for-sale securities | ( | ( | |||||||||
| Transfers of loans held for sale to loans receivable | |||||||||||
| Transfers of loans receivable to loans held for sale | ( | ||||||||||
| Retained beneficial interest | |||||||||||
| Capitalized servicing assets | |||||||||||
| Capitalized project costs | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Increase (decrease) in interest rate swaps | ( | ( | |||||||||
| Deferred cost for capital raise | ( | ||||||||||
| Deferred debt issuance costs | |||||||||||
Preferred Stock conversion to Common Stock | |||||||||||
| Senior debt conversion to common stock | ( | ||||||||||
| Subordinated debt conversion to common stock | ( | ||||||||||
| Accrued interest capitalized into principal | |||||||||||
See Accompanying Notes to Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements (Unaudited)
Note 1. Basis of Financial Statement Presentation
The accompanying unaudited interim condensed Consolidated Financial Statements of Patriot National Bancorp, Inc. (the “Company” or “PNBK”) and its wholly-owned subsidiaries, Patriot Bank, N.A. (the “Bank”), Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively, “Patriot”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted. The accompanying unaudited interim condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included on the Annual Report on Form 10-K for the year ended December 31, 2024.
The preparation of Consolidated Financial Statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified accounting for the allowance for credit losses, the analysis and valuation of its investment securities, the valuation of deferred tax assets, the valuation of derivatives, and the valuation of servicing assets as certain of the Company’s more significant accounting policies and estimates, in that they are critical to the presentation of the Company’s consolidated financial condition and results of operations. As they concern matters that are inherently uncertain, these estimates require management to make subjective and complex judgments in the preparation of the Company’s Consolidated Financial Statements.
The information furnished reflects, in the opinion of management, all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for the remainder of 2025.
Note 2. Summary of Significant Accounting Policies and Transactions
Please refer to the summary of Significant Accounting Policies included in the Company’s 2024 Annual Report on Form 10-K for a list of all policies in effect as of December 31, 2024.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Common Stock
On July 25, 2025, Unity Bancorp Inc. provided the Company with formal notice of its desire to convert 100 % of its outstanding principal balance and accrued unpaid interest of its Amended Senior Note, in an aggregate amount of $2.0 million, into 2,673,369 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at $0.75 per share. On July 26, 2025, American Bank Incorporated provided the Company with formal notice of its desire to convert 100 % of its outstanding principal balance and accrued unpaid interest of its Amended Senior Note, in an aggregate amount of approximately $0.8 million, into 1,071,258 shares of Common Stock at $0.75 per share.
On August 29, 2025, the Company entered into a stock purchase agreement and a separate warrant purchase agreement with certain accredited Investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), an aggregate of 31,985,103 shares of the Company’s common stock (the “Shares”. The Shares consist of (a) 19,196,000 shares of the Company’s voting Common Stock (“Voting Common Stock”), and (b) 12,789,103 shares of the Company’s non-voting Common Stock (the “Non-Voting Common Stock”) that will be issuable six months after closing of the Offering upon exercise of three-year warrants (the “Warrants”). Upon such Warrant holders or their assignees meeting certain conditions (the “Non-Control Conditions”), the Non-Voting Common Stock may be exchanged for shares of Voting Common Stock. The Shares will be sold to the investors at a price per share of $1.25 per Share and the Warrants will be sold to investors at a price of $0.125 per warrant share. The Warrants are exercisable no earlier than six months after the closing of the Offering at an exercise price of $1.56 per share, subject to increase to as much as $1.685 per share under certain conditions. The proceeds from the Offering, prior to deducting the estimated offering expenses, are expected to be approximately $25.6 million. Estimated offering expenses are $250,000 .
Preferred Stock
On March 20, 2025, the Company completed a $57.75 million private placement resulting in the issuance of 90,832 shares of its Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has no par value and a liquidation preference of $60 per share. The gross proceeds from the issuance of the Series A Preferred Stock totaled $5.45 million.
On July 3, 2025, the Series A Preferred Stock was converted into 7,266,560 shares of the Company’s Non-Voting Common Stock.
Recently Issued Accounting Standards
Recently issued Accounting Pronouncements not yet Adopted
ASU 2023-06
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this Update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The amendments in this Update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The adoption of ASU 2023-06 is not expected to have an impact on the Company’s financial condition or results of operations but could change certain disclosures. The Company will continue to monitor for SEC action, and plan accordingly for adoption.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
ASU 2024-01
In March 2024, the FASB issued ASU No. 2024-01 Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards. ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s Consolidated Financial Statements.
ASU 2024-03 and ASU 2025 -01
In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The amendments in ASU 2024-03 require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items by breaking down certain expense line items into specified natural expense categories, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments in ASU 2024-03 can be applied on a prospective basis or retrospective basis and early adoption is permitted. The amendments in ASU 2025-01 clarify the effective date of ASU 2024-03 stating that all public business entities are required to adopt the update in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2025-01 does not change the effective date of ASU 2024-03 but was issued to provide clarity on the effective date for public business entities that do not have a calendar year-end. The Company is currently evaluating the potential impact of the adoption of ASU 2024-03 and ASU 2025-01 on its disclosures.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the OBBBAs potential impact on its Consolidated Financial Statements, which are expected to be immaterial.
Recently adopted Accounting Pronouncements
ASU 2023-09
In December 2023, the FASB issued ASU 2023‑09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires more detailed disclosures of income taxes paid net of refunds received, income from continuing operations before income tax expense or benefit, and income tax expense from continuing operations. This standard was adopted by the Company for annual periods beginning on January 1, 2025. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 3. Available-for-Sale Securities
The amortized cost, gross unrealized gains, gross unrealized losses and fair values of available-for-sale securities at September 30, 2025 and December 31, 2024 are as follows:
| (In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized (Losses) | Fair Value | |||||||||||||||||||
| September 30, 2025: | |||||||||||||||||||||||
| Federal Farm Credit Bank | $ | $ | $ | ( | $ | ||||||||||||||||||
| Fannie Mae | ( | ||||||||||||||||||||||
| FHLMC | ( | ||||||||||||||||||||||
| GNMA | ( | ||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | ( | ||||||||||||||||||||||
| Corporate bonds | ( | ||||||||||||||||||||||
| Subordinated notes | ( | ||||||||||||||||||||||
| SBA loan pools | ( | ||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | $ | ||||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||
| Federal Farm Credit Bank | $ | $ | $ | ( | $ | ||||||||||||||||||
| Fannie Mae | ( | ||||||||||||||||||||||
| FHLMC | ( | ||||||||||||||||||||||
| GNMA | ( | ||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | ( | ||||||||||||||||||||||
| Corporate bonds | ( | ||||||||||||||||||||||
| Subordinated notes | ( | ||||||||||||||||||||||
| SBA loan pools | ( | ||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | ( | $ | ||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table presents the available-for-sale securities’ gross unrealized losses and fair value, aggregated by the length of time the individual securities have been in a continuous loss position as of September 30, 2025 and December 31, 2024:
| (In thousands) | Less than 12 Months | 12 Months or More | Total | ||||||||||||||||||||||||||||||||
| Fair Value | Unrealized (Loss) | Fair Value | Unrealized (Loss) | Fair Value | Unrealized (Loss) | ||||||||||||||||||||||||||||||
| September 30, 2025: | |||||||||||||||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Corporate bonds | ( | ( | |||||||||||||||||||||||||||||||||
| Subordinated notes | ( | ( | |||||||||||||||||||||||||||||||||
| SBA loan pools | ( | ( | |||||||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Corporate bonds | ( | ( | |||||||||||||||||||||||||||||||||
| Subordinated notes | ( | ( | |||||||||||||||||||||||||||||||||
| SBA loan pools | ( | ( | |||||||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
At September 30, 2025 and December 31, 2024, no
With regard to U.S. mortgage-backed securities and municipal bonds issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities.
With regard to corporate bonds, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. Securities under the U.S. Small Business Administration (“SBA”) government guaranteed loan pools program were purchased at a premium and the impairment was attributable primarily to increased prepayment speeds. The timely payment of principal and interest on these securities is guaranteed by the U.S. Government agency. The contractual terms of the subordinated notes do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Furthermore, as of September 30, 2025, there were no past due principal or interest payments associated with these securities. Based upon (i) the issuer’s strong bond ratings and (ii) a zero historical loss rate, no allowance for credit losses has been recorded for available-for-sale securities at September 30, 2025. All debt securities in an unrealized loss position as of September 30, 2025 continue to perform as scheduled and the Company does not believe there is a possible credit loss or that an allowance for credit loss on these debt securities is necessary.
As of September 30, 2025 and December 31, 2024, available-for-sale securities of $14.0 million and $60.2 million, respectively, were pledged to either the Federal Home Loan Bank (“FHLB”) or Federal Reserve Bank (“FRB”). The securities were pledged primarily to secure borrowings from the FHLB and FRB.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held as of September 30, 2025 and December 31, 2024. The mortgages underlying the mortgage-backed securities are not due at a single maturity date. Additionally, these mortgages often are and generally may be pre-paid without penalty, creating a degree of uncertainty that such investments can be held until maturity. For convenience, mortgage-backed securities have been included in the summary as a separate line item.
| (In thousands) | Amortized Cost | Fair Value | |||||||||||||||||||||||||||||||||||||||||||||
| Due Within 5 years | Due After 5 years through 10 years | Due After 10 years | Total | Due Within 5 years | Due After 5 years through 10 years | Due After 10 years | Total | ||||||||||||||||||||||||||||||||||||||||
| September 30, 2025: | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Subordinated notes | |||||||||||||||||||||||||||||||||||||||||||||||
| SBA loan pools | |||||||||||||||||||||||||||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale securities with stated maturity dates | |||||||||||||||||||||||||||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate bonds | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Subordinated notes | |||||||||||||||||||||||||||||||||||||||||||||||
| SBA loan pools | |||||||||||||||||||||||||||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||||||||||||||||||||||||||
| Available-for-sale securities with stated maturity dates | |||||||||||||||||||||||||||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | |||||||||||||||||||||||||||||||||||||||||||||||
| Total available-for-sale securities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Note 4. Loans Receivable and Allowance for Credit Losses
As of September 30, 2025 and December 31, 2024, loans receivable, net, consisted of the following:
| (In thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Loan portfolio segment: | ||||||||||||||
| Commercial Real Estate | $ | $ | ||||||||||||
| Residential Real Estate | ||||||||||||||
| Commercial and Industrial | ||||||||||||||
| Consumer and Other | ||||||||||||||
| Construction | ||||||||||||||
| Construction to Permanent - CRE | ||||||||||||||
| Loans receivable, gross | ||||||||||||||
| Allowance for credit losses | ( | ( | ||||||||||||
| Loans receivable, net | $ | $ | ||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Existing Loan Portfolio
Patriot’s lending activities have historically been conducted primarily in Fairfield and New Haven Counties in Connecticut, Westchester County in New York, and the five boroughs of New York City. Beginning in the third quarter of 2025, the Bank began to expand its footprint to add customers in the greater Los Angeles Metropolitan Statistical Area ("MSA").
The Bank’s existing loan portfolio has consisted of commercial real estate (“CRE”) loans, commercial and industrial loans, residential real estate loans (primarily purchased), consumer loans, and a limited volume of construction loans. Commercial and residential real estate loans are collateralized primarily by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations can be dependent to some degree on the regional economy and real estate market conditions.
Patriot maintains credit policies applicable to each lending activity and evaluates the creditworthiness of every borrower. Unless mitigating factors exist, commercial real estate loans are generally limited to 75 % of the market value of the underlying collateral; multifamily real estate loans are limited to 75 % to 80 % loan-to-value; and construction loans (none currently outstanding) were limited to 75 % of “as-completed” appraised value. Real estate is the primary form of collateral, although other collateral types include accounts receivable, inventory, marketable securities, time deposits and other business assets.
Commercial Real Estate Loans (“CRE” Loans)
CRE loans include both owner-occupied and non-owner-occupied properties. Non-owner-occupied CRE repayment depends primarily on rents from leases to third party tenants, successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in the real estate market or the general economy.
Owner-occupied CRE loans are utilized by a business for the purpose of providing the space needs for that business and the running of its operations. Owner-occupied CRE depends on the borrower’s operating business cash flow. Repayment of these loans may be adversely affected by conditions in the specific owner’s industry in addition to the general economy.
In underwriting CRE loans, Patriot evaluates both the prospective borrower’s ability to make timely payments on the loan, the value of the property(ies) securing the loans and the net operating income generated by such property(ies). Repayment of such loans may be negatively impacted should the borrower default, the value of the property collateralizing the loan substantially declines, or there is deterioration in general economic conditions. Where the owner occupies the property, Patriot also evaluates the business’ ability to repay the loan on a timely basis and may require personal guarantees, lease assignments, and/or the guarantee of the operating company.
No commercial real estate loans were purchased during the three and nine months ended September 30, 2025.
Residential Real Estate Loans
The Bank’s residential real estate portfolio consists largely of purchased loans. The repayment of residential real estate loans, as well as the loans secured by residential real estate, may be negatively impacted if borrowers experience financial difficulties, if there is a significant decline in the value of the property securing the loan, or if there are declines in general economic conditions. During the three and nine months ended September 30, 2025, Patriot purchased $26.0 million and $26.0 million residential real estate loans, respectively. During the three and nine months ended September 30, 2024, Patriot purchased $41,000 and $127,000 of residential real estate loans, respectively. During the three and nine months ended September 30, 2025, the Bank sold $0.0 and
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
$28.9 million, respectively, of purchased residential real estate loans. The Company did not
Commercial and Industrial Loans
Patriot’s commercial and industrial loan portfolio consists primarily of commercial business loans and lines of credit to businesses and professionals. These loans are generally for the financing of accounts receivable, purchases of inventory, purchases of new or used equipment, or for other short- or long-term working capital purposes – and in some cases to finance the CRE and physical buildings used by companies to carry out their business activities. These loans are generally secured by business assets but are also occasionally offered on an unsecured basis. In granting these types of loans, Patriot considers the borrower’s cash flow as the primary source of repayment, supported by the value of collateral, if any, and personal guarantees, as applicable. Repayment of commercial and industrial loans may be negatively impacted by adverse changes in economic conditions, ineffective management, claims on the borrower’s assets by others that are superior to Patriot’s claims, a loss of demand for the borrower’s products or services, or the death or disability of the borrower or other key management personnel.
Commercial and industrial loans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company may have difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates.
Patriot’s syndicated loan portfolio consists of one loan, which totaled $5.6 million and $5.7 million at September 30, 2025 and December 31, 2024, respectively. The syndicated loan is included in the commercial and industrial loan classification and is led by major financial institution as Lead Arranger, and referred to as a "Shared National Credit (“SNC”). SNC loans were determined to be complementary to the Bank’s existing commercial and industrial loan portfolio and product offerings. Further originations in this loan class are not expected.
SBA Loans
Patriot originated SBA 7(a) loans, on which the SBA has historically provided guarantees of 75 % of the principal balance. However, during the pandemic in 2020, the SBA temporarily increased the guarantees to 90 % and reverted to75 % on October 1, 2021. The guaranteed portion of the Company’s SBA loans is generally sold in the secondary market with the unguaranteed portion held in the portfolio as a loan held for investment. SBA loans are for the purpose of providing working capital, financing the purchase of equipment, inventory, or commercial real estate and for other business purposes. Loans are guaranteed by the businesses' major owners. SBA loans are made based primarily on the historical and projected cash flow of the business and secondarily on the underlying collateral provided. SBA loans held for investment are included in the commercial real estate loans and commercial and industrial loan classifications, which totaled $18.7 million and $29.9 million as of September 30, 2025 and December 31, 2024.
In the second quarter of 2025, the Bank made the decision to voluntarily suspend its status as a participant in SBA’s Preferred Lender Program (“PLP”). This decision was made in response to the Bank’s desire to temporarily exit the SBA lending business and the Bank’s Definitive Agreement with the Office of the Comptroller of the Currency (“OCC”). It is possible that the Bank will determine in the future that it is prudent to petition to the SBA for reinstatement in the PLP.
Consumer Loans
Consumer loans carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans, and carry generally low relative balances across a diverse borrowing pool. Probability of default is assessed based on FICO scores, debt to income ratios, historical loss rates other common consumer loan metrics.
In September 30, 2025, the bank sold a portfolio of 1,092 individual unsecured consumer loans purchased under a program from a third party with unpaid principal balance of $9 million. The sale reduced the Bank’s consumer loan exposure and loans outstanding under this program at September 30, 2025 and December 31, 2024 totaled $1.0 million and $20.7 million respectively. During the three and nine months ended September 30, 2025, the Bank sold $9.0 No
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The Company does not have any lending programs commonly referred to as subprime lending. Subprime lending generally targets borrowers with weakened credit histories that are typically characterized by payment delinquencies, previous charge-offs, judgments against the consumer, a history of bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burdened ratios.
During the three and nine months ended September 30, 2025 and 2024, Patriot did not purchase any home equity line of credit loans (“HELOC”). During the three and nine months ended September 30, 2025, the Bank sold $0.0 and $15.9 million, respectively, of HELOCs.
Construction Loans
No construction loans were outstanding at September 30, 2025. The Bank currently does not offer a construction lending product.
New Lending Programs
During the third quarter of 2025, the Bank re-started its loan origination activities and implemented three targeted lending initiatives designed to prudently diversify revenue and strengthen relationship banking among high-quality entrepreneurial borrowers. These programs are fully aligned with the Bank’s credit risk appetite, underwriting standards, and its overall strategic plan. At this time, no other commercial loan products are offered to our customers. As the successful implementation of these new lending programs progresses and matures, the Bank continues to evaluate additional commercial lending products consistent with its strategic plan and risk appetite.
Unsecured Line of Credit Program
In the third quarter of 2025, the Bank introduced a tailored unsecured line of credit product for qualifying clients. The facility provides short-term liquidity for qualified borrowers with substantial financial strength and established deposit or relationship history with the Bank. The proceeds of the lines of credit are utilized for business and investment purposes. Although contractually unsecured for strong credits, the Bank may require a pledge of eligible assets—including cash, marketable securities, or other high-value property—on an “abundance-of-caution” basis. Lines typically range from $250 thousand to $5 million, with maturities of one year , and are renewable annually subject to re-underwriting. The loans have prime-based interest rates with market origination fees.
Rediscount Line of Credit Program
During the third quarter of 2025 the Bank launched a rediscount lending facility that provides secured, revolving lines of credit to non-bank loan originators and private credit providers. Borrowers pledge single loans or pools of performing loans and leases. Typically, commercial real estate, residential real estate or equipment loans are provided as collateral, which may be replenished as the underlying loans pay down. Typical commitments range from $1 million to $15 million, with terms of 12 to 36 months and pricing on a floating rate basis. The facilities are full-recourse to the borrower and are governed by defined borrowing-base, collateral-performance, and reporting covenants.
Commercial Real Estate Program
During the third quarter of 2025 the Bank also established a CRE-lending program to finance properties for depositor and relationship clients. Loans generally range from $1 million to $25 million, are secured by first mortgages, and are underwritten to maximum loan-to-value ratios and appropriate debt-service coverage metrics. Interest rates are typically floating rates with terms of 12 to 60 months, and may include extension options.
All three programs are subject to the Bank’s existing credit policies, together with new, enhanced standards and underwriting guidelines. The new loan programs comply with the Bank’s concentration limits, and risk-management controls, including heightened portfolio management routines, borrower and guarantor liquidity testing, and ongoing regulatory reporting. Early production volumes in the third quarter of 2025 remain modest as the Bank completes pilot transactions and validates credit performance metrics. Each of the new loan products includes minimum deposit requirements designed to strengthen client relationships and promote additional business activities such as treasury management and card services.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Allowance for Credit Losses
The Company adopted ASU 2016-13 on January 1, 2023, which introduced the current expected credit loss (“CECL”) methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology, the ACL is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, and have been characterized as non-accrual loans, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long-term historical averages. The estimated credit losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.
The Company estimates expected credit losses for pooled loans using a modeling method that incorporates probability of default (“PD”) and loss given default (“LGD”). The PD model employs a quarterly risk-rating transition method to estimate the probability of default by simulating loan downgrades and assigning increasing default probabilities to each loan. This captures the likelihood that borrowers will be unable to repay their loans according to the original terms. The LGD calculation considers characteristics such as collateral value and vintage, underlying collateral characteristics (e.g., CRE vs. residential, owner-occupied vs. investment), a floor for the LGD calculation (minimum loss in event of default regardless of collateral protection), and other relevant underwriting characteristics. Also calculated is the exposure at default. The probability of default is multiplied by the loss given default and the exposure at default. This calculation is forecasted for every year remaining in the life of each loan, and the results are aggregated to determine the necessary level of ACL for the pooled loans. Forecasted exposure at default can be influenced by prepayments speeds, which management elected to discount in part to reflect the expectation of slower voluntary prepayments in the face of an increasing interest rate environment.
Pursuant to guidance provided in OCC Bulletin 2020-49 and Interagency Policy Statement on Allowances for Credit Losses (May 8, 2020), the Bank introduced the use of qualitative factors (“Q-Factors”) in its ACL methodology and calculations in the second quarter of 2025. In the third quarter of 2025, management determined that Q-Factors would continue to be utilized in the ACL calculation.
The Company maintains an ACL on unfunded lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the ACL for loans, modified to take into account the probability of a drawdown on the commitment. The ACL on unfunded loan commitments is classified as a liability account on the Consolidated Balance Sheets within other liabilities, while the corresponding provision for these credit losses is recorded as a component of provision for credit losses. The allowance for credit losses on unfunded commitments was $54,000 at September 30, 2025 and $182,000 at December 31, 2024.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize the activity in the allowance for credit losses, allocated to segments of the loan portfolio, for the three months ended September 30, 2025 and 2024:
| (In thousands) | Commercial Real Estate | Residential Real Estate | Commercial and Industrial | Consumer and Other | Construction | Construction to Permanent - CRE | Total | |||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Provisions (credits) | ( | ( | ( | (1) | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Provisions (credits) | ( | ( | ( | (2) | ||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
(1) The provision on credit losses included in the above table for the three months ended September 30, 2025 does not include the credit on unfunded loan commitments of $27,000 .
(2) The provision on credit losses included in the above table for the three months ended September 30, 2024 does not include the credit on unfunded loan commitments of $58,000 .
The following tables summarize the activity in the allowance for credit losses, allocated to segments of the loan portfolio, for the nine months ended September 30, 2025 and 2024:
| (In thousands) | Commercial Real Estate | Residential Real Estate | Commercial and Industrial | Consumer and Other | Construction | Construction to Permanent - CRE | Total | |||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Provisions (credits) | ( | ( | (3) | |||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Charge-offs | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Recoveries | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Provisions (credits) | ( | ( | (4) | |||||||||||||||||||||||||||||||||||||||||||||||
| September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
(3) The provision on credit losses for the nine months ended September 30, 2025 does not include the credit on unfunded loan commitments of $128,000 .
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
(4) The provision on credit losses for the nine months ended September 30, 2024 does not include the credit on unfunded loan commitments of $94,000 .
The following tables summarize, by loan portfolio segment, the amount of loans receivable evaluated individually and collectively for allowance for credit losses as of September 30, 2025 and December 31, 2024:
| (In thousands) | Commercial Real Estate | Residential Real Estate | Commercial and Industrial | Consumer and Other | Construction | Construction to Permanent - CRE | Total | |||||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated loans | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Collectively evaluated loans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total allowance for credit losses | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated loans | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| Collectively evaluated loans | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total loans receivable, gross | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | Commercial Real Estate | Residential Real Estate | Commercial and Industrial | Consumer and Other | Construction | Construction to Permanent - CRE | Total | ||||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses: | |||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated loans | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Collectively evaluated loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Total allowance for credit losses | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross: | |||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated loans | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Collectively evaluated loans | |||||||||||||||||||||||||||||||||||||||||||||||
| Total loans receivable, gross | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Patriot monitors the credit quality of its loans receivable on an ongoing basis. Credit quality is monitored by reviewing certain indicators, including covenant compliance, cash flow from business operations, loan to value ratios, debt service coverage ratios, and credit scores.
Patriot employs a risk rating system as part of the risk assessment of its loan portfolio. At origination, credit officers are required to assign a risk rating to each loan in their portfolio, which is ratified or modified by the Internal Asset Review Committee (“IARC”) to which the loan is submitted for approval. If developments occur on a loan that manifest as potential or well-defined weaknesses, in the credit officer’s portfolio of responsibility, the risk rating is reviewed and adjusted, as applicable. In carrying out its oversight responsibilities, the IARC can adjust a risk rating based on available information from the borrower and from asset valuations in the market. In addition, the risk ratings on all commercial loans over $250,000 are reviewed by the IARC annually.
The IARC ensures the Bank identifies, monitors, and reports credit risk accurately and in a timely manner. IARC is charged with oversight of the Bank’s programs for monitoring, reviewing and dispositioning of the loan portfolio. IARC is responsible for ensuring that risk ratings are updated in a timely fashion, are accurate and that appropriate changes are made anytime there is a significant occurrence with a credit. IARC meets at least quarterly and reviews emerging risk trends with a focus toward the mitigation of risk, improvement of operations, and compliance with regulatory guidance and the Bank's risk appetite.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Additionally, Patriot retains an independent third-party loan review firm to perform an annual analysis of the results of its risk rating process, among other credit and portfolio management functions. The semi-annual review is based on a randomly selected sample of loans within established parameters (e.g., value, concentration), in order to assess and validate the risk ratings assigned to individual loans. Any changes to the assigned risk ratings, based on the semi-annual review, are required to be reported to the IARC.
When assigning a risk rating to a loan, management utilizes the Bank’s internal eleven grade risk rating system. An asset is considered “special mention” when it has a potential weakness based on objective evidence, but does not currently expose the Company to sufficient risk to warrant classification in one of the following categories:
•Substandard: An asset is classified “substandard” if it is not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard assets have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss, if noted deficiencies are not corrected.
•Doubtful: Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard”, with the added characteristic that the identified weaknesses make collection or liquidation-in-full improbable, on the basis of currently existing facts, conditions, and values.
Charge-offs of loans to reduce the loan to its recoverable value that are solely collateral dependent, generally occur immediately upon confirmation of the partial loss amount. Loans that are cash flow dependent are modeled to reflect the expected cash flows through expected loan maturity, including any proceeds from refinancing or principal curtailment. A specific reserve may be established for the amount by which the net investment in the loan exceeds the present value of discounted cash flows. Charge-offs on cash flow dependent loans also generally occur immediately upon confirmation of the partial loss amount. If either type of loan is classified as “Loss”, meaning full loss on the loan is expected, the full balance of the loan receivable is charged off, regardless of the potential recovery from a sale of the underlying collateral. Any amount that may be recovered on the sale of collateral underlying a loan is recognized as a “recovery” in the period in which the collateral is sold. In accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for the classification of retail credit based on delinquency status, “Open-end” credits are typically charged off once they reach 180 days past due and “Closed-end” credits are typically charged off once they reach 120 days past due, with limited exceptions for loans secured by 1-4 family residential real estate.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loan Portfolio Vintage Analysis
The following tables summarize loans by vintage, credit quality indicator, class of loans and charge-offs based on year of origination as of September 30, 2025:
| Term of Loans by Origination | |||||||||||||||||||||||||||||||||||||||||||||||
| As of September 30, 2025: | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Revolving | Total Loans Receivable Gross | |||||||||||||||||||||||||||||||||||||||
| Loan portfolio segment: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer and Other: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction to Permanent - CRE: | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Total Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total Loans receivable, gross | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Total Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize loan amortized cost by vintage, credit quality indicator, class of loans and charge-offs based on year of origination as of December 31, 2024:
| Term of Loans by Origination | |||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024: | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving | Total Loans Receivable Gross | |||||||||||||||||||||||||||||||||||||||
| Loan portfolio segment: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential Real Estate: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Consumer and Other: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Current period gross charge-offs | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction to Permanent - CRE: | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | |||||||||||||||||||||||||||||||||||||||||||||||
| Total loans | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Total Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross: | |||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Special mention | |||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | |||||||||||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Total Current period gross charge-offs | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loan Portfolio Aging Analysis
The following tables summarize performing and non-performing (i.e., non-accruing) loans receivable by portfolio segment, by aging category, by delinquency status as of September 30, 2025:
| (In thousands) | Performing (Accruing) Loans | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of September 30, 2025: | 30 - 59 Days Past Due | 60 - 89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Current | Total Performing Loans | Non- accruing Loans | Loans Receivable Gross | ||||||||||||||||||||||||||||||||||||||||||
| Loan portfolio segment: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer and Other: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Construction: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Construction to Permanent - CRE: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize performing and non-performing loans (i.e., non-accruing) receivable by portfolio segment, by aging category, by delinquency status as of December 31, 2024:
| (In thousands) | Performing (Accruing) Loans | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of December 31, 2024: | 30 - 59 Days Past Due | 60 - 89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Current | Total Performing Loans | Non- accruing Loans | Loans Receivable Gross | ||||||||||||||||||||||||||||||||||||||||||
| Loan portfolio segment: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Consumer and Other: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Construction: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Construction to Permanent - CRE: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| Special mention | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Loans receivable, gross | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables summarize non-performing (i.e., non-accruing) loans by aging category and status, within the applicable loan portfolio segment as of September 30, 2025 and December 31, 2024:
| (In thousands) | Non-accruing Loans | |||||||||||||||||||||||||||||||||||||
| 30 - 59 Days Past Due | 60 - 89 Days Past Due | 90 Days or Greater Past Due | Total Past Due | Current | Total Non-accruing Loans | |||||||||||||||||||||||||||||||||
| As of September 30, 2025: | ||||||||||||||||||||||||||||||||||||||
| Loan portfolio segment: | ||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate: | ||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial: | ||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Consumer and Other: | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Construction to permanent - CRE: | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Total non-accruing loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| As of December 31, 2024: | ||||||||||||||||||||||||||||||||||||||
| Loan portfolio segment: | ||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate: | ||||||||||||||||||||||||||||||||||||||
| Pass | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Residential Real Estate: | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial: | ||||||||||||||||||||||||||||||||||||||
| Pass | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Consumer and Other: | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Construction to permanent - CRE: | ||||||||||||||||||||||||||||||||||||||
| Substandard | ||||||||||||||||||||||||||||||||||||||
| Total non-accruing loans | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The accrual of interest on loans is discontinued at the time the loan is 90 days past due for payment unless the loan is well-secured and in process of collection. Consumer installment loans are typically charged-off when they become 120 days past due (180 days for open ended consumer credit). Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual status or charged-off, at an earlier date, if collection of principal or interest is considered doubtful.
All interest accrued, but not collected for loans that are placed on non-accrual status or charged-off, is reversed against interest income. The interest on these loans is generally accounted for on the cash-basis method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, future payments are reasonably assured, after at least six months of timely payment history. The Bank considers loans under $100,000 and consumer installment loans to be pools of smaller homogeneous loan balances, and therefore are collectively evaluated for credit losses, and not individually evaluated for credit losses.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income (net of cash collected) of approximately $1.8 million and $3.0 million would have been recognized during the three and nine months ended September 30, 2025, respectively. During the three and nine months ended September 30, 2024, additional interest income (net of cash collected) of approximately $0.9 million and $2.2 million would have been recognized, respectively.
Interest income collected and recognized on non-accruing loans for the three and nine months ended September 30, 2025 was $234,000 and $251,000 , respectively. During the three and nine months ended September 30, 2024, interest income collected and recognized on non-accruing loans was $325,000 and $543,000 , respectively.
Individually Evaluated Loans
The following table reflects information about the individually evaluated loans by segment as of September 30, 2025 and December 31, 2024:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||
| Recorded Investment | Principal Outstanding | Related Allowance | Recorded Investment | Principal Outstanding | Related Allowance | ||||||||||||||||||||||||||||||
| With no related allowance recorded: | |||||||||||||||||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | — | $ | $ | $ | — | |||||||||||||||||||||||||||
| Residential Real Estate | — | — | |||||||||||||||||||||||||||||||||
| Commercial and Industrial | — | — | |||||||||||||||||||||||||||||||||
| Construction to permanent - CRE | — | — | |||||||||||||||||||||||||||||||||
| — | — | ||||||||||||||||||||||||||||||||||
| With a related allowance recorded: | |||||||||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||||||||
| Commercial and Industrial | |||||||||||||||||||||||||||||||||||
| Individually evaluated loans, Total: | |||||||||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||||||||
| Residential Real Estate | |||||||||||||||||||||||||||||||||||
| Commercial and Industrial | |||||||||||||||||||||||||||||||||||
| Construction to permanent - CRE | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes additional information regarding individually evaluated loans by segment for the three and nine months ended September 30, 2025 and 2024:
| Three Month Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||||
| Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | Average Recorded Investment | Interest Income Recognized | ||||||||||||||||||||||||||||||||||||||||
| With no related allowance recorded: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Residential Real Estate | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction to permanent - CRE | |||||||||||||||||||||||||||||||||||||||||||||||
| With a related allowance recorded: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial | |||||||||||||||||||||||||||||||||||||||||||||||
| Individually evaluated loans, Total: | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||||||||||||||||||||||||||
| Residential Real Estate | |||||||||||||||||||||||||||||||||||||||||||||||
| Commercial and Industrial | |||||||||||||||||||||||||||||||||||||||||||||||
| Construction to permanent - CRE | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Credit losses for loans that no longer share similar risk characteristics with the collectively evaluated pools are excluded from the collective evaluation and estimated on an individual basis (individually evaluated loans). Individual evaluations are performed for non-accrual loans in excess of $100,000 as well as selected substandard loans. Specific allowances were estimated based on one of several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows.
For collateral dependent loans, appraisal reports of the underlying collateral have been obtained from independent licensed appraisal firms. For non-performing loans, the independently determined appraised values were reduced by 8 % in selling costs, in order to estimate the potential loss, if any, that may eventually be realized. Performing loans are monitored to determine when, if at all, additional credit loss reserves may be required for a loss of underlying collateral value. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate.
Loans not requiring specific reserves had fair values exceeding the total recorded investment, supporting the net investment in the loan which includes principal balance, unamortized fees and costs and accrued interest, if any. Once a borrower is in default, Patriot is under no obligation to advance additional funds on unused commitments.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
On a case-by-case basis, Patriot may agree to modify the contractual terms of a borrower’s loan to assist customers who may be experiencing financial difficulty. Most loan modifications involve an extension of the term of the loan. In addition, when modifying commercial loans, Patriot frequently obtains additional collateral,principal curtailments, or enhanced guarantor support. If the borrower has performed under the existing contractual terms of the loan and Patriot’s underwriters determine that the borrower has the capacity to continue to perform under the terms of the loan, the loan continues accruing interest. Non-accruing modified loans may be returned to accrual status when there has been a sustained period of performance (generally six consecutive months of payments) and both principal and interest are reasonably assured of collection.
During the three and nine months ended September 30, 2025 and 2024, the Company had no
Note 5. Loans Held for Sale
SBA Loans held for sale
SBA Loans held for sale represent the guaranteed portion of SBA loans originated and are reflected at the lower of aggregate cost or market value. As of September 30, 2025 and December 31, 2024, there were no no 5.5
The Company generally sells the guaranteed portion of its SBA loans to a third party and retains the servicing, holding the unguaranteed portion in its portfolio. When sales of SBA loans do occur, the premium received on the sale and the present value of future cash flows of the servicing assets, less the discount of the retained portion of the loan are recognized in income.
Servicing assets represent the estimated fair value of retained servicing rights, net of servicing costs, at the time loans are sold. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment will be evaluated based on stratifying the underlying financial assets by date of origination and term. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment, if temporary, would be reported as a valuation allowance.
Serviced loans sold to others are not included in the accompanying Consolidated Balance Sheets. The total amount of such loans serviced, but owned by a third party, amounted to approximately $32.8 million and $43.8 million at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, the servicing asset has a carrying value of $0.6 million and $0.7 million, respectively, and fair value of $0.7 million and $0.8 million, respectively. Income and fees collected for loan servicing are credited to non-interest income when earned, net of amortization on the related servicing assets. The servicing asset is included in other assets on the Consolidated Balance Sheets.
In the second quarter of 2025, the Bank made the decision to voluntarily suspend its status as a participant in SBA’s Preferred Lender Program (“PLP”). This decision was made in response to the Bank’s desire to temporarily exit the SBA lending business and the Bank’s Definitive Agreement with the OCC. It is possible that the Bank will determine in the future that it is prudent to petition to the SBA for reinstatement in the PLP.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Loans held for sale - Digital Payments Loans
The Bank's Digital Payments Division has entered into a Program Management Agreement with a Buyer. Under the agreement, Patriot originates commercial credit card loans that are marketed by the buyer. As of September 30, 2025 and December 31, 2024, the Bank had credit card loans held for sale totaling $15.0 million and $11.4 million, respectively. The credit card loans are expected to be held for no longer than three days before being sold to the buyer. The credit card loans are fully cash-secured by deposits at Patriot. The credit card loans are sold to the buyer as a whole loan sale transaction, priced at par, thus there is no servicing asset or gain or loss on sale.
Loans held for sale Residential Mortgage Loans
In the second quarter of 2025, the Bank exited the residential mortgage origination business. As of September 30, 2025 and December 31, 2024, the Company reported residential mortgage loans held for sale totaling $0 and $4.3 million, respectively. These loans are recorded at the lower of aggregate cost or market value. For the three and nine months ended September 30, 2025, a total gain on sale of $0 and $79,000 was recorded, respectively. As of September 30, 2025 and December 31, 2024, the Company reported a servicing asset related to sold mortgage loans of $72,000 and $27,000 , respectively. As of September 30, 2024 and December 31, 2023, the Company reported a servicing asset related to sold mortgage loans of $8,000 and $0 , respectively. During the three and nine months ended September 30, 2025, $0.3 million and $4.0 million, respectively, of residential mortgage loans previously classified as held for sale were transferred to held for investment. No
The following table presents an analysis of the activity in the servicing assets for SBA loans and residential mortgage loans for the three and nine months ended September 30, 2025 and 2024:
| Three Month Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Servicing rights capitalized | |||||||||||||||||||||||
| Servicing rights amortized | ( | ( | ( | ||||||||||||||||||||
| Servicing rights disposed | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | $ | $ | $ | $ | |||||||||||||||||||
Note 6. Deposits
The following table presents the balance of deposits held, by category as of September 30, 2025 and December 31, 2024:
| (In thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Non-interest bearing | $ | $ | ||||||||||||
| Interest bearing: | ||||||||||||||
| Negotiable order of withdrawal accounts | ||||||||||||||
| Savings deposits | ||||||||||||||
| Interest bearing DDA | ||||||||||||||
| Money market | ||||||||||||||
| Certificates of deposit, $250,000 or less | ||||||||||||||
| Certificates of deposit, more than $250,000 | ||||||||||||||
| Specialty - Other Deposits | ||||||||||||||
| Brokered deposits | ||||||||||||||
Interest bearing, total | ||||||||||||||
| Total Deposits | $ | $ | ||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The deposits from Digital Payments Division are included in the non-interest-bearing deposits, interest bearing demand deposit accounts ("DDA") and money market deposits, and totaled approximately $236.9 million and $265.5 million as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, contractual maturities of Certificates of Deposit (“CDs”), and brokered deposits is summarized as follows:
| (In thousands) | Certificates of Deposit $250,000 or less | Certificates of Deposit more than $250,000 | Brokered Deposits | Total | |||||||||||||||||||
| Demand | $ | $ | $ | $ | |||||||||||||||||||
| 1 year or less | $ | $ | $ | $ | |||||||||||||||||||
| More than 1 year through 2 years | |||||||||||||||||||||||
| More than 2 years through 3 years | |||||||||||||||||||||||
| More than 3 years through 4 years | |||||||||||||||||||||||
| More than 4 years through 5 years | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Note 7. Derivatives
Patriot is party to interest rate swap derivatives that are not designated as hedging instruments. Under a program, Patriot will execute interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. These interest rate swaps with customers are simultaneously offset by interest rate swaps that Patriot executes with a third party, such that Patriot minimizes its net risk exposure resulting from such transactions. Because the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties.
As of September 30, 2025 and December 31, 2024, Patriot did not have any cash pledged for collateral on its interest rate swaps. No
Information about the valuation methods used to measure the fair value of derivatives is provided in Note 12 to the Consolidated Financial Statements.
The following table presents summary information regarding these derivatives for the periods presented (dollars in thousands):
| (In thousands) | Notional Amount | Maturity (Years) | Fixed Rate | Variable Rate | Fair Value | ||||||||||||||||||||||||
| September 30, 2025 | |||||||||||||||||||||||||||||
| Classified in Other Assets: | |||||||||||||||||||||||||||||
| 3rd party interest rate swap | $ | % | 1 Mo. SOFR + | $ | |||||||||||||||||||||||||
| Classified in Other Liabilities: | |||||||||||||||||||||||||||||
| Customer interest rate swap | % | 1 Mo. SOFR + | ( | ||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Classified in Other Assets: | |||||||||||||||||||||||||||||
| 3rd party interest rate swap | % | 1 Mo. SOFR + | |||||||||||||||||||||||||||
| Classified in Other Liabilities: | |||||||||||||||||||||||||||||
| Customer interest rate swap | % | 1 Mo. SOFR + | ( | ||||||||||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 8. Share-Based Compensation and Employee Benefit Plan
Restricted Stock Award Plan
In 2011, the Company adopted the Patriot National Bancorp, Inc. 2012 Stock Plan (the “2012 Plan”). The 2012 Plan was amended in 2020 and renamed as the Patriot National Bancorp, Inc. 2020 Restricted Stock Award Plan (the “2020 Plan”). A copy of the 2020 Plan was filed as Exhibit 10.1 to the Company’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 filed on April 30, 2021. The 2020 Plan provides an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”).On November 10, 2022, the Board of Directors approved the Amendment and Restatement of the 2020 Plan (the “Amended and Restated 2020 Plan”), which was approved and ratified by shareholders of the Company on December 14, 2022.
The 2020 Plan was amended primarily to (i) reduce the total number of shares authorized for issuance thereunder from 3,000,000 shares to 400,000 shares; and (ii) limit the maximum number of shares of Company’s Common Stock granted during a single fiscal year to any non-employee director, together with any cash fees paid to such director, to be no more than a total value of $300,000 . As of September 30, 2025, 200,342 shares of stock were available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs may be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs. RSAs granted to directors and employees generally vest in quarterly or annual installments over a three, four or five year period from the date of grant.
The following is a summary of the status of the Company’s restricted shares under the Amended and Restated 2020 Plan and changes for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30, 2025: | Number of Shares Awarded | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested at June 30, 2025 | $ | |||||||||||||
| Vested | $ | |||||||||||||
| Forfeited | $ | |||||||||||||
| Unvested at September 30, 2025 | $ | |||||||||||||
| Nine months ended September 30, 2025: | ||||||||||||||
| Unvested at December 31, 2024 | $ | |||||||||||||
| Vested | ( | $ | ||||||||||||
| Forfeited | ( | $ | ||||||||||||
| Unvested at September 30, 2025 | $ | |||||||||||||
| Three months ended September 30, 2024 | Number of Shares Awarded | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested at June 30, 2024 | $ | |||||||||||||
| Granted | $ | |||||||||||||
| Unvested at September 30, 2024 | $ | |||||||||||||
| Nine months ended September 30, 2024: | ||||||||||||||
| Unvested at December 31, 2023 | $ | |||||||||||||
| Granted | $ | |||||||||||||
| Unvested at September 30, 2024 | $ | |||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The Company recognizes compensation expense for all director and employee share-based compensation awards on a straight-line basis over the requisite service period, which is equal to the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value.
For the three and nine months ended September 30, 2025, the Company recognized in total RSA share-based compensation an expense of $9,000 and a credit of $(7,000 ), respectively, primarily due to RSA forfeitures in the second quarter of 2025. For the three-month period, the expense included $2,000 related to employees' RSA and $7,000 for directors' RSA compensation. For the nine-month period, the credit comprised $(27,000 ) for employees' RSA compensation and $20,000 for directors' RSA compensation.
For the three and nine months ended September 30, 2024, the Company recognized total RSA share-based compensation expense of $55,000 and $120,000 , respectively. The share-based compensation attributable to employees of Patriot amounted to $43,000 and $88,000 , respectively.
Unrecognized compensation expense attributable to the unvested restricted RSAs outstanding as of September 30, 2025 amounted to $47,000 , which amount is expected to be recognized over the weighted average remaining life of the awards of 2.0 years.
2025 Omnibus Equity Incentive Plan
On March 20, 2025, the Company completed a $57.75 million private placement (the "Private Placement"). In connection with the Private Placement, the Company’s Board of Directors has approved the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) in March 2025. The 2025 Plan received shareholder approval at the shareholders' meeting on June 26, 2025, and became effective on that date. The 2025 Plan is designed to provide the Company with a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants by offering incentives directly linked to shareholder value. The Compensation Committee of the Board will administer the Plan.
Under the 2025 Plan, various types of awards can be issued, including Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (RSUs), Performance Units, and Other Stock-Based Awards, as defined within the 2025 Plan. The maximum number of shares of Common Stock, Options, and/or Stock Appreciation Rights that may be granted under the 2025 Plan is capped at twenty percent (20 %) of the total outstanding shares of Common Stock, including both voting and non-voting shares, with a minimum threshold of 10,000,000 shares.
The following is a summary of the status of the Company’s restricted stock units under the 2025 Plan and changes for the three and nine months ended September 30, 2025:
| Three months ended September 30, 2025: | Number of Restricted Stock Unites | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested at June 30, 2025 | $ | |||||||||||||
| Granted | $ | |||||||||||||
| Vested | ( | $ | ||||||||||||
| Unvested at September 30, 2025 | $ | |||||||||||||
| Nine months ended September 30, 2025: | Number of Restricted Stock Unites | Weighted Average Grant Date Fair Value | ||||||||||||
| Unvested at December 31, 2024 | $ | |||||||||||||
| Granted | $ | |||||||||||||
| Vested | ( | $ | ||||||||||||
| Unvested at September 30, 2025 | $ | |||||||||||||
The Company recognizes compensation expense for all RSUs on a straight-line basis over the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value. For the three and nine months ended September 30, 2025, the Company recognized total share-based compensation expense for RSUs of $1.7 million and $3.1 million, respectively.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Unrecognized compensation expense attributable to the unvested RSUs outstanding as of September 30, 2025 amounted to $8.8 million, which amount is expected to be recognized over the weighted average remaining life of the awards of 1.44 years.
Stock Options
On June 26, 2025, the Company granted stock options to purchase 400,000 shares of Common Stock at an exercise price of $1.40 per share. The options vest and become exercisable starting on the grant date, subject to the terms and conditions outlined in the 2025 Plan and award agreement, including any applicable acceleration provisions.
On July 30, 2025, the Company granted stock options to purchase 450,000 shares of Common Stock at an exercise price of $1.59 per share. The options vest and become exercisable starting on the grant date, subject to the terms and conditions outlined in the 2025 Plan and award agreement, including any applicable acceleration provisions.
The total estimated compensation expense related to these stock options for the three and nine months ended September 30, 2025 was $10,000 and $54,000 , respectively. The expense is recorded in employee compensation costs and director fees on the Consolidated Statements of Operations.
Retirement Plan
Patriot offers employees participation in the Patriot Bank, N.A. 401(k) Savings Plan (the "401(k) Plan") under Section 401(k) of the Internal Revenue Code, along with the ROTH feature to the Plan. The 401(k) Plan covers substantially all employees who have completed one month of service, are 21 years of age and who elect to participate. Under the terms of the 401(k) Plan, participants can contribute up to the maximum amount allowed, subject to Federal limitations. At its discretion, Patriot may match eligible participating employee contributions at the rate of 50 % of the first 6 % of the participants’ salary contributed to the 401(k) Plan. During the three and nine months ended September 30, 2025, Patriot made matching contributions to the 401(k) Plan of $44.0 thousand and $0.2 million, respectively. During the three and nine months ended September 30, 2024, compensation expense under the 401(k) aggregated $68.0 thousand and $0.2 million, respectively.
Note 9. Earnings per share
The Company is required to present basic earnings per share and diluted earnings per share ("EPS") in its Consolidated Statements of Operations. Basic EPS amounts are computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS reflects additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential shares of common stock that may be issued by the Company relate to outstanding unvested RSAs and RSUs granted to directors and employees, and stock options. The dilutive effect resulting from these potential shares is determined using the treasury stock method. The Company is also required to provide a reconciliation of the numerator and denominator used in the computation of both basic and diluted EPS.
On March 20, 2025, in connection with the $57.75 million Private Placement, the Company issued 60,400,106 shares of Common Stock and 90,832 shares of Series A Preferred Stock, which are convertible into 7,266,560 shares of Common Stock. In addition, as part of the Private Placement, on March 20, 2025, the Company’s amendments to (i) 6.25 % Fixed to Floating Subordinated Note due June 30, 2028 (the “Subordinated Note”), and (ii) 8.5 % Fixed Rate Senior Notes Due 2026 (the “Senior Notes” and together with the Subordinated Note, the “Notes”) became effective and noteholders converted approximately $7.0 million of the aggregate principal amount of the Notes into 9,333,334 shares of Common Stock. The amendments to Subordinated Note and Senior Notes allow for interest to be paid-in-kind, increasing the principal amount, while the Senior Notes amendment also extends the maturity date to April 15, 2028 and adjusts the interest rate in 2026.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
On May 13, 2025, two noteholders of the Senior Notes converted $1.90 million of the aggregate principal and interests of the Notes into 2,529,275 shares of Common Stock.
On June 3, 2025, the Company entered into a Securities Purchase Agreement with accredited investors, facilitating a registered direct offering. The Company issued and sold 8,524,160 shares of its Common Stock, at a price of $1.25 per share. The net proceeds of the offering was approximately $10.47 million after estimated expenses.
On July 3, 2025 all Series A Preferred Stock was converted into 7,266,560 shares of the Company’s Common Stock.
During the three and nine months ended September 30, 2025, the Company granted restricted stock units (“RSUs”) and stock options under the 2025 Plan as part of its equity compensation program. Each RSU grants the recipient the right to receive one share of Common Stock on settlement. For the three months ended September 30, 2025, the Company granted an aggregate of 1,501,667 RSUs, and for the nine months ended September 30, 2025, the Company granted an aggregate of 10,254,187 RSUs. The RSUs generally vest in equal annual installments over a three-year period from the grant date, subject to continued service. A portion of the RSUs granted during the period vest in equal monthly installments over 12 and 36 months, also subject to continued service.
Information regarding the Company’s stock option grants during the period is provided in Note 8 – Share-Based Compensation and Employee Benefit Plan.
On July 25, 2025, Unity Bancorp Inc. provided the Company with formal notice of its desire to convert 100 % of its outstanding principal balance and accrued unpaid interest of its Amended Senior Note, in an aggregate amount of approximately $2.0 million, into 2,673,369 shares of Common Stock at $0.75 per share. On July 26, 2025, American Bank Incorporated provided the Company with formal notice of its desire to convert 100 % of its outstanding principal balance and accrued unpaid interest of its Amended Senior Note, in an aggregate amount of $0.8 million, into of 1,071,258 shares of Common Stock at $0.75 per share.
On August 29, 2025, the Company entered into a stock purchase agreement and a separate warrant purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors, an aggregate of 31,985,103 shares of the Company’s Common Stock. The Shares consist of (a) 19,196,000 shares of the Company’s voting Common Stock, and (b) 12,789,103 shares of the Company’s non-voting Common Stock that will be issuable six months after closing of the Offering upon exercise of three-year warrants. Upon such Warrant holders or their assignees meeting certain conditions, the Non-Voting Common Stock may be exchanged for shares of Voting Common Stock. The Shares will be sold to the Investors at a price per share of $1.25 per Share and the Warrants will be sold to Investors at a price of $0.125 per warrant share. The Warrants are exercisable no earlier than six months after the closing of the Offering at an exercise price of $1.56 per share, subject to increase to as much as $1.685 per share under certain conditions. The proceeds from the Offering, prior to deducting the estimated offering expenses, are expected to be approximately $25.6 million. Estimated offering expenses are $250,000 .
These transactions affect the weighted average number of shares outstanding.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table summarizes the computation of basic and diluted loss per share for the three and nine months ended September 30, 2025 and 2024, including the effects of the Private Placement.
| (Net loss in thousands) | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Basis loss per share: | ||||||||||||||||||||||||||
| Net loss attributable to Common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Divided by: | ||||||||||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||
| Basic loss per share of common stock | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Diluted loss per share: | ||||||||||||||||||||||||||
| Net loss attributable to Common shareholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||
| Effect of potentially dilutive restricted shares of common stock | (1) | (2) | (3) | (4) | ||||||||||||||||||||||
| Divided by: | ||||||||||||||||||||||||||
| Weighted average diluted shares outstanding | ||||||||||||||||||||||||||
| Diluted loss per share of common stock | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| (1) | The weighted average diluted shares outstanding does not include | ||||
| (2) | The weighted average diluted shares outstanding does not include | ||||
| (3) | The weighted average diluted shares outstanding does not include | ||||
| (4) | The weighted average diluted shares outstanding does not include | ||||
Note 10. Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, Patriot is a party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contractual amounts of these instruments reflect the extent of involvement Patriot has in particular classes of financial instruments.
The contractual amount of commitments to extend credit and standby letters of credit represents the maximum amount of potential accounting loss should: the contract be fully drawn upon; the customer default; and the value of any existing collateral become worthless. Patriot applies its credit policies to entering commitments and conditional obligations and, as with its lending activates, evaluates each customer’s creditworthiness on a case-by-case basis. Management believes that it effectively mitigates the credit risk of these financial instruments through its credit approval processes, establishing credit limits, monitoring the on-going creditworthiness of recipients and grantees, and the receipt of collateral as deemed necessary.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Financial instruments with credit risk at September 30, 2025 and December 31, 2024 are as follows:
| (In thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||
| Commitments to extend credit: | ||||||||||||||
| Unused lines of credit | $ | $ | ||||||||||||
| Construction to Perm - CRE | ||||||||||||||
| Home equity lines of credit | ||||||||||||||
| Future loan commitments | ||||||||||||||
| $ | $ | |||||||||||||
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit generally have fixed expiration dates or other termination clauses, and may require payment of a fee by the borrower. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary upon extending credit, is based on management’s credit evaluation of the customer. Collateral held varies, but may include commercial property, residential property, deposits and securities. Patriot has established an allowance for credit loss of $54,000 and $182,000 as of September 30, 2025 and December 31, 2024, respectively, which is included in accrued expenses and other liabilities.
Standby letters of credit are written commitments issued by Patriot to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. Guarantees that are not derivative contracts are recorded at fair value and included in the Consolidated Balance Sheet.
As of September 30, 2025, the Bank has an irrevocable stand-by letter of credit for a maximum of $45 million, issued by the Federal Home Loan Bank of Boston on behalf of the Bank, with Mastercard as the beneficiary. This letter of credit was originally set to expire on April 30, 2025, but in April 2025, the expiration date was extended to April 30, 2026.
Legal Matters
Patriot does not have any pending legal proceedings, other than ordinary routine litigation, incidental to its business, to which Patriot is a party or any of its property is subject. Management is of the opinion that the ultimate disposition of these routine legal matters will not have a material adverse effect on the consolidated financial condition, results of operations, or liquidity of Patriot.
Note 11. Regulatory and Operational Matters
Federal and state regulatory authorities have adopted standards requiring financial institutions to maintain increased levels of capital. Effective January 1, 2015, federal banking agencies imposed four minimum capital requirements on a community bank’s risk-based capital ratios consisting of Total Capital, Tier 1 Capital, Common Equity Tier 1 (“CET1”) Capital, and a Tier 1 Leverage Capital ratio. The risk-based capital ratios measure the adequacy of a bank's capital against the riskiness of its on- and off-balance sheet assets and activities. Failure to maintain adequate capital is a basis for "prompt corrective action" or other regulatory enforcement action. In assessing a bank's capital adequacy, regulators also consider other factors such as interest rate risk exposure, liquidity, funding and market risks, quality and level of earnings, concentrations of credit, quality of loans and investments, nontraditional activity risk, policy effectiveness, and management's overall ability to monitor and control risk.
Under the instituted regulatory framework, to be considered “well capitalized”, a financial institution must generally have a Total Capital ratio of at least 10%, a Tier 1 Capital ratio of at least 8.0%, a CET1 Capital ratio at least 6.5%, and a Tier 1 Leverage Capital ratio of at least 5%. However, regardless of a financial institution’s ratios, the OCC may require increased capital ratios or impose dividend restrictions based on the other factors it considers in assessing a bank’s capital adequacy. Under the final capital rules that became effective on January 1, 2015, there was a requirement for a CET1 capital conservation buffer of 2.5% of risk-weighted assets, which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer become subject to progressively more stringent limitations on the percentage of earnings that may be distributed to shareholders or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital conservation buffer of 2.5% has been included in the minimum capital adequacy ratios as of September 30, 2025.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
On April 17, 2024, based on its supervisory profile, the Bank was notified by the OCC that it established individual minimum capital ratios (“IMCR”) for the Bank. Specifically, the Bank is required to maintain the following ratios: a common equity tier 1 capital ratio of 10.00 %, a Tier 1 capital ratio of 10.00 %, a Tier 1 leverage ratio of 9.00 % and a total capital ratio of 11.50 %. As of December 31, 2024, the Bank did not meet all of its regulatory capital requirements. During 2024, the Bank significantly reduced its total and risk-based assets to work towards achieving the OCC requirements.
On January 14, 2025, the Bank entered into an agreement with the OCC (the "OCC Agreement"), pursuant to which the Bank agreed, through its board of directors to take certain actions in the areas of strategic planning, capital planning, Bank Secrecy Act / Anti-Money Laundering risk management, payment activities oversight, credit administration and concentrations risk management. The Bank’s Board appointed a Compliance Committee in January 2025, as required, to oversee the progress and compliance with the OCC Agreement.
The Bank has been working to address each of the items identified in the OCC Agreement. The Company has completed the Private Placement in March 2025, which was critical to address the Capital Plan and Higher Minimums Articles and pivotal to the Strategic Plan Article in the OCC Agreement.
On January 17, 2025, the OCC notified the Bank that, in connection with the entry into the OCC Agreement, the individual minimum capital ratios previously established on April 17, 2024 for the Bank has been terminated. The same minimum capital ratios were re-established within the OCC Agreement under its Capital Plan and Higher Minimums Articles so that all capital requirements are governed by the OCC Agreement. Under these provisions, the Bank must maintain, on an ongoing basis, a common equity tier 1 capital ratio of 10.00 %, a Tier 1 capital ratio of 10.00 %, a Tier 1 leverage ratio of 9.00 % and a total capital ratio of 11.50 %.
The Bank has been working to address each of the items identified in the OCC Agreement. Among other efforts, the Company has completed three equity issuances in the nine months ended September 30, 2025, in furtherance of its obligations under the Capital Plan and Higher Minimums Articles and the Strategic Plan Article in the OCC Agreement.
As of September 30, 2025, the Private Placement resulted in capital ratios that are in excess of the minimums required by the OCC Agreement. Although the Private Placement on March 20, 2025, has resulted in the Bank's capital ratios exceeding both standard "well capitalized" levels and the higher minimums set forth in the OCC Agreement, the Bank remains classified as "adequately capitalized" rather than "well capitalized" due to the specific terms of that agreement.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The Company and Bank’s regulatory capital amounts and ratios at September 30, 2025 and December 31, 2024 are summarized as follows:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Patriot National Bancorp, Inc. | Patriot Bank, N.A. | Patriot National Bancorp, Inc. | Patriot Bank, N.A. | |||||||||||||||||||||||||||||||||||||||||||||||
| (Dollar amounts in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||||||||||||||||
| Total Capital (to risk weighted assets): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Actual | $ | % | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||||||||||||
| To be Well Capitalized | (1) | — | — | % | — | — | % | |||||||||||||||||||||||||||||||||||||||||||
| For capital adequacy | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | (2) | — | % | % | — | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Tier 1 Capital (to risk weighted assets): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Actual | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| To be Well Capitalized | (1) | — | — | % | — | — | % | |||||||||||||||||||||||||||||||||||||||||||
| For capital adequacy | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | (2) | — | % | % | — | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Common Equity Tier 1 Capital (to risk weighted assets): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Actual | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| To be Well Capitalized | (1) | — | — | % | — | — | % | |||||||||||||||||||||||||||||||||||||||||||
| For capital adequacy | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | (2) | — | % | % | — | % | % | |||||||||||||||||||||||||||||||||||||||||||
| Tier 1 Leverage Capital (to average assets): | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Actual | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| To be Well Capitalized | (1) | — | — | % | — | — | % | |||||||||||||||||||||||||||||||||||||||||||
| For capital adequacy | % | % | % | % | ||||||||||||||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | (2) | — | % | % | — | % | % | |||||||||||||||||||||||||||||||||||||||||||
(1) Designation as "Well Capitalized" does not apply to bank holding companies - the Company. Such categorization of capital adequacy only applies to insured depository institutions - the Bank. Under the OCC Agreement the Bank will not be designated as Well Capitalized until the OCC has evaluated the sustainability of the minimum capital ratios.
(2) The Capital ratios established by the OCC began to be required on April 17, 2024. It was not applicable to periods prior to that date and does not apply to bank holding companies - the Company.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 12. Fair Value and Interest Rate Risk
Patriot measures the carrying value of certain financial assets and liabilities at fair value, as required by its policies as a financial institution and by U.S. GAAP. The carrying values of certain assets and liabilities are measured at fair value on a recurring basis, such as available-for-sale securities; while other assets and liabilities are measured at fair value on a non-recurring basis due to external factors requiring management’s judgment to estimate potential losses of value resulting in asset impairments or the establishment of valuation reserves. Measuring assets and liabilities at fair value may result in fluctuations to carrying value that have a significant impact on the results of operations or other comprehensive income for the period and period over period.
Following is a detailed summary of the guidance provided by U.S. GAAP regarding the application of fair value measurements and Patriot’s application thereof. Additionally, the following information includes detailed summaries of the effects fair value measurements have on the carrying amounts of asset and liabilities presented in the Consolidated Financial Statements.
The objective of fair value measurement is to value an asset that may be sold or a liability that may be transferred at the estimated value which might be obtained in a transaction between unrelated parties under current market conditions. U.S. GAAP establishes a framework for measuring assets and liabilities at fair value, as well as certain financial instruments classified in equity. The framework provides a fair value hierarchy, which prioritizes quoted prices in active markets for identical assets and liabilities and minimizes unobservable inputs, which are inputs for which market data are not available and that are developed by management using the best information available to develop assumptions about the value market participants might place on the asset to be sold or liability to be transferred.
The three levels of the fair value hierarchy consist of:
Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that the entity has the ability to access at the measurement date (such as active exchange-traded equity securities and certain U.S. and government agency debt securities).
Level 2 - Observable inputs other than quoted prices included in Level 1, such as:
–Quoted prices for similar assets or liabilities in active markets (such as U.S. agency and government sponsored mortgage-backed securities)
–Quoted prices for identical or similar assets or liabilities in less active markets (such as certain U.S. and government agency debt securities, and corporate and municipal debt securities that trade infrequently)
–Other inputs that are observable for substantially the full term of the asset or liability (i.e. interest rates, yield curves, prepayment speeds, default rates, etc.).
Level 3 - Valuation techniques that require unobservable inputs that are supported by little or no market activity and are significant to the fair value measurement of the asset or liability (such as pricing and discounted cash flow models that typically reflect management’s estimates of the assumptions a market participant would use in pricing the asset or liability).
A description of the valuation methodologies used for assets and liabilities recorded at fair value, and for estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below.
Cash and due from banks, restricted cash, and accrued interest receivable and payable
The carrying amount of cash and due from banks, restricted cash, and accrued interest receivable and payable approximates their fair value.
Available-for-sale securities
The fair value of securities available for sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted prices, or using unobservable inputs employing various techniques and assumptions (Level 3).
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Other Investments
The Bank’s investment portfolio includes the Solomon Hess SBA Loan Fund, which is utilized by the Bank to satisfy its Community Reinvestment Act (“CRA”) lending requirements. As this fund operates as a private fund, shares in the fund are not publicly traded but may be redeemed with 60 days’ notice at cost. The carrying amount of the investment in the Solomon Hess SBA Loan Fund is considered comparable to fair value due to its short-term nature.
Federal Reserve Bank Stock and Federal Home Loan Bank Stock
Shares in the FRB and FHLB are purchased and redeemed based upon their par value. The stocks are non-marketable equity securities, and as such, are considered restricted securities that are carried at cost.
Loans
The fair value of loan portfolio is estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. We estimate the fair value of our loan portfolio using an exit price notion resulting in prior periods no longer being comparable. The exit price notion requires determination of the price at which willing market participants would transact at the measurement date under current market conditions depending on facts and circumstances, such as origination rates, credit risk, transaction costs, liquidity, national and regional market trends and other adjustments, utilizing publicly available rates and indices. The application of an exit price notion requires the use of significant judgment.
Loans Held for Sale
The fair value of loans held for sale is estimated by using a market approach that includes prices for loans sold awaiting settlement and other observable inputs. The Company has determined that the inputs used to value the loans held for sale fall within Level 2 of the fair value hierarchy.
SBA Servicing Asset
Servicing assets do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets using discounted cash flow models incorporating numerous assumptions from the perspective of a market participant including market discount rates and prepayment speeds. Due to the significant unobservable input related to the servicing rights, the SBA servicing asset is classified within Level 3 of the valuation hierarchy.
Other Real Estate Owned (“OREO”)
The fair value of OREO the Bank may obtain is based on current appraised property value less estimated costs to sell. When fair value is based on unadjusted current appraised value, OREO is classified within Level 2 of the fair value hierarchy. Patriot classifies OREO within Level 3 of the fair value hierarchy when unobservable inputs are used to determine adjustments to appraised values. Patriot does not record OREO at fair value on a recurring basis, but rather initially records OREO at fair value on a non-recurring basis and then monitors property and market conditions that may indicate a change in value is warranted.
Retained Beneficial Interest
In 2023, the Company entered into a loss sharing agreement with a third party seller in which the third party seller agreed to reimburse the Company for losses related to consumer loans that the Company had purchased from the seller. In 2025, the Company sold a pool of those consumer loans to a third party. The Company retained the rights under the loss sharing agreement for the loans sold. Upon the sale of the loans, the retained interest in the loss sharing agreement was recognized at fair value as an asset on the balance sheet. The fair value of the retained interest was estimated by discounting the expected future cash flows under the loss sharing agreement.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Derivative asset (liability) - Interest Rate Swaps
The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of interest rate swap agreements does not contain any counterparty risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy. See Note 7 for additional disclosures on derivatives.
Deposits
The fair value of demand deposits, regular savings and certain money market deposits is the amount payable on demand at the reporting date.
The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities, estimated using local market data, to a schedule of aggregated expected maturities on such deposits. Patriot does not record deposits at fair value on a recurring basis.
Senior Notes, Subordinated Notes, and Junior Subordinated Debt and Note Payable
Patriot does not record senior notes at fair value on a recurring basis. The fair value of the senior notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record subordinated notes at fair value on a recurring basis. The fair value of the subordinated notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record junior subordinated debt at fair value on a recurring basis. Junior subordinated debt reprices quarterly, as a result, the carrying amount is considered a reasonable estimate of fair value.
The Company considers its own credit worthiness in determining the fair value of its senior notes, subordinated notes, notes payable and junior subordinated debt.
Federal Home Loan Bank Borrowings
The fair value of FHLB advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to a schedule of maturities of such advances. Patriot does not record FHLB advances at fair value on a recurring basis.
Off-balance sheet financial instruments
Off-balance sheet financial instruments are based on interest rate changes and fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Patriot does not record the off-balance-sheet financial instruments (i.e., commitments to extend credit) at fair value on a recurring basis.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following table provides a comparison of the carrying amounts and estimated fair values of Patriot’s financial assets and liabilities as of September 30, 2025 and December 31, 2024:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||
| Fair Value Hierarchy | Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | |||||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||||||||
| Cash and noninterest bearing balances due from banks | Level 1 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Interest-bearing deposits due from banks | Level 1 | ||||||||||||||||||||||||||||
| Restricted cash | Level 1 | ||||||||||||||||||||||||||||
| Available-for-sale securities | Level 2 | ||||||||||||||||||||||||||||
| Available-for-sale securities | Level 3 | ||||||||||||||||||||||||||||
| Other investments | Level 2 | ||||||||||||||||||||||||||||
| Federal Reserve Bank stock | Level 2 | ||||||||||||||||||||||||||||
| Federal Home Loan Bank stock | Level 2 | ||||||||||||||||||||||||||||
| Loans receivable, net | Level 3 | ||||||||||||||||||||||||||||
| Loans held for sale | Level 2 | ||||||||||||||||||||||||||||
| Servicing assets | Level 3 | ||||||||||||||||||||||||||||
| Other real estate owned | Level 2 | ||||||||||||||||||||||||||||
| Accrued interest receivable | Level 2 | ||||||||||||||||||||||||||||
| Retained beneficial interest | Level 3 | ||||||||||||||||||||||||||||
| Interest rate swap receivable | Level 2 | ||||||||||||||||||||||||||||
| Financial assets, total | $ | $ | $ | $ | |||||||||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||||||||
| Demand deposits | Level 2 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Negotiable order of withdrawal accounts | Level 2 | ||||||||||||||||||||||||||||
| Savings deposits | Level 2 | ||||||||||||||||||||||||||||
| Interest bearing DDA | Level 2 | ||||||||||||||||||||||||||||
| Money market deposits | Level 2 | ||||||||||||||||||||||||||||
| Time deposits | Level 2 | ||||||||||||||||||||||||||||
| Brokered deposits | Level 1 | ||||||||||||||||||||||||||||
| Specialty - Other Deposits | Level 1 | ||||||||||||||||||||||||||||
| FHLB, FRB and correspondent bank borrowings | Level 2 | ||||||||||||||||||||||||||||
| Senior notes | Level 2 | ||||||||||||||||||||||||||||
| Subordinated debt | Level 2 | ||||||||||||||||||||||||||||
| Junior subordinated debt owed to unconsolidated trust | Level 2 | ||||||||||||||||||||||||||||
| Note payable | Level 3 | ||||||||||||||||||||||||||||
| Accrued interest payable | Level 2 | ||||||||||||||||||||||||||||
| Interest rate swap liability | Level 2 | ||||||||||||||||||||||||||||
| Financial liabilities, total | $ | $ | $ | $ | |||||||||||||||||||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
The following tables detail the financial assets measured at fair value on a recurring basis and the valuation techniques utilized relative to the fair value hierarchy, as of September 30, 2025 and December 31, 2024:
| (In thousands) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||
| September 30, 2025: | |||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | $ | $ | $ | $ | |||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| Subordinated notes | |||||||||||||||||||||||
| SBA loan pools | |||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||
| Available-for-sale securities | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swap receivable | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swap liability | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||
| U. S. Government agency and mortgage-backed securities | $ | $ | $ | $ | |||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| Subordinated notes | |||||||||||||||||||||||
| SBA loan pools | |||||||||||||||||||||||
| Municipal bonds | |||||||||||||||||||||||
| Available-for-sale securities | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swap receivable | $ | $ | $ | $ | |||||||||||||||||||
| Interest rate swap liability | $ | $ | $ | $ | |||||||||||||||||||
As of September 30, 2025 and December 31, 2024, four
The reconciliation of the beginning and ending balances during the three and nine months ended September 30, 2025 and 2024 for Level 3 available-for-sale securities is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Level 3 fair value, beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Unrealized gain | |||||||||||||||||||||||
| Level 3 fair value, end of period | $ | $ | $ | $ | |||||||||||||||||||
Patriot discloses fair value information about financial instruments, whether or not recognized in the consolidated balance sheet, for which it is practicable to estimate that value. Certain financial instruments are excluded from disclosure requirements and, accordingly, the aggregate fair value amounts presented do not necessarily represent the complete underlying value of financial instruments included in the Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Patriot measures certain financial assets and financial liabilities at fair value on a non-recurring basis. When circumstances dictate (e.g., impairment of long-lived assets, other than temporary impairment of collateral value), the carrying values of such financial assets and financial liabilities are adjusted to fair value or fair value less costs to sell, as may be appropriate.
The table below presents the valuation methodology and unobservable inputs for level 3 assets measured at fair value on a non-recurring basis as of September 30, 2025 and December 31, 2024:
| (In thousands) | Fair Value | Valuation Methodology | Unobservable Inputs | Range of Inputs | |||||||||||||||||||||||||
| September 30, 2025: | |||||||||||||||||||||||||||||
| Individually evaluated loans, net | $ | Real Estate Appraisals | Discount for appraisal type | % | - | ||||||||||||||||||||||||
| Servicing assets | Discounted Cash Flows | Market discount rates | % | - | |||||||||||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||||||||
| Individually evaluated loans, net | $ | Real Estate Appraisals | Discount for appraisal type | % | - | ||||||||||||||||||||||||
| Servicing assets | Discounted Cash Flows | Market discount rates | % | - | |||||||||||||||||||||||||
The estimated fair value amounts have been measured as of September 30, 2025 and December 31, 2024, and have not been reevaluated or updated for purposes of these Consolidated Financial Statements subsequent to those respective dates. As such, the estimated fair values of the financial instruments measured may be different than if they had been subsequently valued.
The information presented should not be interpreted as an estimate of the total fair value of Patriot’s assets and liabilities, since only a portion of Patriot’s assets and liabilities are required to be measured at fair value for financial reporting purposes. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between Patriot’s fair value disclosures and those of other bank holding companies may not be meaningful.
In the normal course of its operations, Patriot assumes interest rate risk (i.e., the risk that general interest rate levels will fluctuate). As a result, the fair value of Patriot’s financial assets and liabilities are affected when interest market rates change, which change may be either favorable or unfavorable. Management attempts to mitigate interest rate risk by matching the maturities of its financial assets and liabilities. However, borrowers with fixed rate obligations are less likely to prepay their obligations in a rising interest rate environment and more likely to prepay their obligations in a falling interest rate environment. Conversely, depositors receiving fixed rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors market rates of interest and the maturities of its financial assets and financial liabilities, adjusting the terms of new loans and deposits in an attempt to minimize interest rate risk. Additionally, management mitigates its overall interest rate risk through its available funds investment strategy.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 13. Other Real Estate Owned
OREO consists of a foreclosed residential property from a residential loan receivable. As of September 30, 2025 and December 31, 2024, the Company reported OREO of nil and $2.843 million, respectively. A valuation allowance of $253,000 was recorded against the OREO property in the first quarter of 2025. The OREO property was sold during the quarter ended September 30, 2025 for a gain of $176,000 . The following table presents an analysis of the activity related to the OREO property for the three and nine months ended September 30, 2025.
| Three Month Ended September 30, 2025 | Nine Months Ended September 30, 2025 | ||||||||||
| Beginning Balance | $ | $ | |||||||||
| Write-downs | ( | ||||||||||
| Sale | ( | ( | |||||||||
| Ending Balance | $ | $ | |||||||||
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Note 14. Segment Information
The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered. Patriot’s only business segment is Community Banking. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated and financial performance is evaluated on a company-wide basis, as presented in the Company’s Consolidated Statements of Income. The CODM will evaluate the financial performance of the Company’s business such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results on a consolidated basis are used in assessment performance and in establishing compensation. Interest earning assets consist of commercial and consumer loans, investment securities and cash and provide the majority of interest income in the Community Banking segment. Interest bearing liabilities consist of non-maturity and time deposits, FHLB and FRB advances and other borrowings and generate the majority of interest expense. The consolidated results of operations also include provisions for credit losses, non-interest income and expenses. All operations are domestic.
Note 15. Subsequent Events
The Company has evaluated events and transactions occurring subsequent to September 30, 2025, through the date the financial statements were issued. Based on this evaluation, management determined that there were no events requiring adjustment to, or disclosure in, the accompanying Consolidated Financial Statements. Specifically, there were no material changes in capital stock, long-term debt, working capital, or commitments; no significant contingent liabilities; and no changes in accounting policies or internal controls. There were no impairments, losses, or other matters affecting asset values. The analysis of the allowance for credit losses was completed, reviewed, and approved by management and the appropriate Board committee, with no significant changes noted in methodology or classifications. Except for routine investment transactions, there were no significant sales or purchases of investments other than those reported as of September 30, 2025.
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Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations
"Safe Harbor" Statement Under Private Securities Litigation Reform Act of 1995
This Quarterly Report on Form 10-Q contains statements that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements, other than purely historical information, including estimates, projections, statements relating to our strategies, outlook, business and financial prospects, business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements are not guarantees of future performance. Although Patriot believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, these expectations may not be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and changes in circumstances, many of which are beyond Patriot’s control.
Many possible events or factors could affect Patriot’s future financial results and performance and could cause the actual results, performance or achievements of Patriot to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others:
(1)We are operating under a formal agreement with the Office of the Comptroller of the Currency (“OCC”) requiring our Board of Directors to implement enhancements in strategic planning, capital planning, Bank Secrecy Act/Anti-Money Laundering compliance, payment activities oversight, credit administration, and concentration risk management. The agreement reflects the OCC’s supervisory view that our controls in these areas must be strengthened. Failure to meet the agreement’s requirements on a timely basis could result in additional regulatory actions or restrictions, which could adversely affect our operations and financial condition.
(2)Our Digital Payments Division relies on third-party program managers and processors to operate programs under our Bank Identification Numbers. Because certain transactions occur through their systems, our visibility and direct control over all activities may be limited. This structure increases our exposure to fraud, compliance failures, and operational issues by third parties, which could result in financial losses, regulatory action, network penalties, and reputational harm.
(3)changes in prevailing interest rates which would affect the interest earned on the Company’s interest earning assets and the interest paid on its interest bearing liabilities;
(4)the timing of re-pricing of the Company’s interest earning assets and interest bearing liabilities;
(5)the effect of changes in governmental monetary policy;
(6)the effect of changes in regulations applicable to the Company and the Bank and the conduct of its business;
(7)changes in competition among financial service companies, including possible further encroachment of non-banks on services traditionally provided by banks;
(8)the ability of competitors that are larger than the Company to provide products and services which it is impracticable for the Company to provide;
(9)the state of the economy and real estate values in the Company’s market areas, and the consequent effect on the quality of the Company’s loans;
(10)demand for loans and deposits in our market area;
(11)recent governmental initiatives that are expected to have a profound effect on the financial services industry and could dramatically change the competitive environment of the Company;
(12)other legislative or regulatory changes, including those related to residential mortgages, changes in accounting standards, and Federal Deposit Insurance Corporation (“FDIC”) premiums that may adversely affect the Company;
(13)the application of generally accepted accounting principles in the United States of America (“U.S. GAAP”), consistently applied;
(14)the fact that one period of reported results may not be indicative of future periods;
(15)the state of the economy in the greater New York metropolitan area and its particular effect on the Company's customers, vendors and communities and other such factors, including risk factors, as may be described in the Company’s other filings with the Securities and Exchange Commission (the “SEC”);
(16)political, social, legal and economic instability, civil unrest, war, catastrophic events, acts of terrorism;
(17)possible future outbreaks of infectious diseases, including the ongoing novel coronavirus (COVID-19) outbreak;
(18)changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;
(19)our ability to access cost-effective funding;
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(20)our ability to implement and change our business strategies;
(21)changes in the quality or composition of our loan or investment portfolios;
(22)technological changes that may be more difficult or expensive than expected;
(23)our ability to manage market risk, credit risk and operational risk in the current economic environment;
(24)our ability to enter new markets successfully and capitalize on growth opportunities;
(25)changes in consumer spending, borrowing and savings habits;
(26)our ability to retain key employees;
(27)our compensation expense associated with equity allocated or awarded to our employees;
(28)the premiums paid for the guaranteed portion of U.S. Small Business Administration (“SBA”) loans by third party investors;
(29)our ability to meet regulatory capital requirements; and
(30)the imposition of new or increased tariffs on imported or exported goods, which could negatively impact economic activity in the Company’s markets, affect the creditworthiness of borrowers, and reduce demand for the Company’s products and services.
The risks and uncertainties included here are not exhaustive. In addition to those included herein further information concerning our business, including additional factors that could materially affect our financial results, is included in our other filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Further, it is not possible to assess the effect of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this report.
Critical Accounting Policies
The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified the accounting for the allowance for credit losses as one of the Company’s most critical accounting policies and estimates because it is important to the portrayal of the Company’s financial condition and results of operations. This area requires management’s most subjective and complex judgment due to the need to make estimates about the effect of matters that are inherently uncertain. Refer to the Company's 2024 Form 10-K for additional information.
Summary
The Company reported net loss of $2.7 million or $0.03 basic and diluted loss per share for the quarter ended September 30, 2025, compared to a net loss of $27.0 million or $6.78 basic and diluted loss per share for the quarter ended September 30, 2024.
For the nine months ended September 30, 2025, the net loss was $10.4 million, or $0.16 basic and diluted loss per share, compared to a net loss of $30.3 million, or $7.63 basic and diluted loss per share for the nine months ended September 30, 2024. This represents a year-over-year decrease in net loss of $19.9 million.
For the three months ended September 30, 2025, net interest income increased $11,000 compared to the three months ended September 30, 2024. For the nine months ended September 30, 2025, net interest income decreased $2.3 million, compared to the nine months ended September 30, 2024, due to an intentional decline in loan balances. The Company reported a decrease in gross loans of $118.8 million in 2025, from $707.5 million at December 31, 2024 to $588.7 million at September 30, 2025. The Company has continued the trend of restricting loan growth and allowing loans to pay down as the balance sheet is reduced in order to strengthen capital ratios.
Private Placement
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On March 20, 2025, the Company entered into (i) securities purchase agreements with its President and director, Steven Sugarman, and three co-lead investors, and (ii) securities purchase agreements with other accredited investors (collectively, and together with the Co-Lead Investors and the Lead Party).
In addition, on March 20, 2025, the Company completed a $57.8 million private placement of: (i) shares of the Company’s common stock, par value 0.01 per share (“Common Stock”), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Company’s preferred stock, no par value per share, designated as Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”), with a liquidation preference of $60 per share (the “Private Placement”).
The Private Placement included the issuance of: (i) 60,400,106 shares of Common Stock, and (ii) 90,832 shares of Series A Preferred Stock, convertible, in the aggregate, into 7,266,560 shares of Common Stock.
Amendment to Notes
In addition, as part of the Private Placement, on March 20, 2025, the Company’s amendments to (i) 6.25% Fixed to Floating Subordinated Note due June 30, 2028 (the “Subordinated Note”), and (ii) 8.5% Fixed Rate Senior Notes Due 2026 (the “Senior Notes” and together with the Subordinated Note, the “Notes”) became effective and noteholders converted approximately $7.0 million of the aggregate principal amount of the Notes into 9,333,334 shares of Common Stock.
The amendment to the Subordinated Note provides that the interest on the Subordinated Note will be paid-in-kind (“PIK”) and the aggregate outstanding principal amount of the Subordinated Note will be automatically increased on each interest payment date by the amount of such PIK interest for all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through and including the March 30, 2026 interest payment date. In addition, pursuant to such amendment, the noteholder agreed to convert $2.0 million of the outstanding principal amount of the Subordinated Note into shares of Common Stock effective on the closing date of the Private Placement. The amendment to the Senior Notes provides that (i) the maturity date of the Senior Notes will be extended to April 15, 2028, (ii) the interest rate will be increased to 10.0% effective as of January 1, 2026, and (iii) at any time prior to the maturity date, the Company may repay any amount of the outstanding principal amount of the Senior Notes, in whole or in part, without penalty. In addition, pursuant to such amendment, the noteholders agreed to convert into shares of Common Stock an amount of the outstanding Senior Notes, on a pro rata basis, equal to $5.0 million based on the terms of the amendment and the closing of the Private Placement, and all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through the January 15, 2026 payment may be PIK.
The amendment to the Subordinated Note provides that the interest on the Subordinated Note will be paid-in-kind (“PIK”) and the aggregate outstanding principal amount of the Subordinated Note will be automatically increased on each interest payment date by the amount of such PIK interest for all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through and including the March 30, 2026 interest payment date. In addition, pursuant to such amendment, the noteholder agreed to convert $2.0 million of the outstanding principal amount of the Subordinated Note into shares of Common Stock effective on the closing date of the Private Placement.
The amendment to the Senior Notes provides that (i) the maturity date of the Senior Notes will be extended to April 15, 2028, (ii) the interest rate will be increased to 10.0% effective as of January 1, 2026, and (iii) at any time prior to the maturity date, the Company may repay any amount of the outstanding principal amount of the Senior Notes, in whole or in part, without penalty. In addition, pursuant to such amendment, the noteholders agreed to convert into shares of Common Stock an amount of the outstanding Senior Notes, on a pro rata basis, equal to $5.0 million based on the terms of the amendment and the closing of the Private Placement, and all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through the January 15, 2026 payment may be PIK.
Registered Direct Offering
On June 3, 2025, the Company completed its registered direct offering of 8,524,160 shares of its common stock at a purchase price of $1.25 per share, raising gross proceeds of $10.7 million.
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On August 29, 2025, the Company entered into a stock purchase agreement and a separate warrant purchase agreement with certain accredited investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), an aggregate of 31,985,103 shares of the Company’s common stock, $0.01 par value per share (the “Shares” or the “Common Stock”). The Shares consist of (a) 19,196,000 shares of the Company’s voting Common Stock (“Voting Common Stock”), and (b) 12,789,103 shares of the Company’s non-voting Common Stock (the “Non-Voting Common Stock”) that will be issuable six months after closing of the Offering upon exercise of three-year warrants (the “Warrants”). Upon such Warrant holders or their assignees meeting certain conditions (the “Non-Control Conditions”), the Non-Voting Common Stock may be exchanged for shares of Voting Common Stock. The Shares will be sold to the Investors at a price per share of $1.25 per Share and the Warrants will be sold to Investors at a price of $0.125 per warrant share. The Warrants are exercisable no earlier than six months after the closing of the Offering at an exercise price of $1.56 per share, subject to increase to as much as $1.685 per share under certain conditions. The proceeds from the Offering, prior to deducting the estimated offering expenses, are expected to be approximately $25.6 million. Estimated offering expenses are $250,000.
As of September 30, 2025, the Private Placement and Registered Direct Offerings results in capital ratios that are in excess of the minimums required by the OCC Agreement.
Conversions
On July 3, 2025, the Company converted all outstanding shares of Series A Preferred Stock into 7,266,560 shares of Non-Voting Common Stock.
On May 13, 2025, two holders of the Senior Notes, converted a total of $1,896,957 of the aggregate principal and accrued unpaid interest due on the Senior Notes into 2,529,275 shares of Common Stock.
On July 25, 2025, Unity Bancorp Inc. (“Unity”) notified the Company of its desire to convert the entire outstanding principal balance and accrued unpaid interest of the Senior Notes, totaling $2,005,027, into 2,673,369 shares of Common Stock at a conversion price of $0.75 per share. Similarly, on July 26, 2025, American Bank Incorporated (“AmBank”) provided notice to convert its outstanding principal balance and accrued unpaid interest of its Senior Note, amounting to $803,443, into 1,071,258 shares of Common Stock at the same conversion price of $0.75 per share.
FINANCIAL CONDITION
Total assets decreased $61.5 million to $950.8 million as of September 30, 2025, compared to $1.01 billion at December 31, 2024, primarily due to the decline in gross loans receivable of $118.8 million, partially offset by a $38.9 million increase in cash, cash equivalents and restricted cash as of September 30, 2025.
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash increased from $162.6 million at December 31, 2024 to $201.5 million at September 30, 2025. The increase in 2025 was primarily driven by loan repayments and sales of loan receivable, and cash proceeds from issuance of common and preferred stock shares, partially offset by a $135.7 million reduction in deposits. Following the completion of the Private Placement, the Company reduced excess cash by lowering deposits. For further details, refer to the Consolidated Statements of Cash Flows.
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Investments
The following table is a summary of the Company’s investment securities portfolio, at fair value, as of September 30, 2025 and December 31, 2024:
| September 30, | December 31, | Increase /(Decrease) | |||||||||||||||||||||
| (In thousands) | 2025 | 2024 | ($) | (%) | |||||||||||||||||||
| Federal Farm Credit Bank | 13,902 | 10,542 | 3,360 | 31.87 | % | ||||||||||||||||||
| Fannie Mae | $ | 19,631 | $ | 9,053 | $ | 10,578 | 116.85 | % | |||||||||||||||
| FHLMC | 33,844 | 14,253 | 19,591 | 137.46 | % | ||||||||||||||||||
| GNMA | $ | 30,524 | $ | 26,375 | $ | 4,149 | 15.73 | % | |||||||||||||||
| U. S. Government agency and mortgage-backed securities | 97,902 | 60,223 | 37,679 | 62.56 | % | ||||||||||||||||||
| Corporate bonds | 13,495 | 12,735 | 760 | 5.97 | % | ||||||||||||||||||
| Subordinated notes | 3,625 | 3,461 | 164 | 4.74 | % | ||||||||||||||||||
| SBA loan pools | 3,339 | 3,573 | (234) | (6.55) | % | ||||||||||||||||||
| Total available-for-sale securities, at fair value | 105,549 | 79,992 | 25,557 | 31.95 | % | ||||||||||||||||||
| Other investments, at cost | — | 4,450 | (4,450) | (100.00) | % | ||||||||||||||||||
| Total investment securities | $ | 105,549 | $ | 84,442 | $ | 21,107 | 25.00 | % | |||||||||||||||
Total investments increased by $21.1 million, from $84.4 million at December 31, 2024 to $105.5 million at September 30, 2025. The increase in the nine months ended September 30, 2025 was primarily attributable to a $25 million purchase, $4.5 million reduction in Other Investment, $3.8 million reduction in unrealized losses on securities, partially offset by principal paydown of $3.4 million. During the nine months ended September 30, 2025, the Bank did not sell any available-for-sale securities.
As of September 30, 2025 and December 31, 2024, forty-two out of forty-six and 44 out of 44, respectively, available-for-sale securities had unrealized losses with an aggregate decline of 15.6% and 20.2% from the amortized cost of those securities, respectively.
Loans held for investment
The following table provides the composition of the Company’s loan held for investment portfolio as of September 30, 2025 and December 31, 2024:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Amount | % | Amount | % | ||||||||||||||||||||
| Loan portfolio segment: | |||||||||||||||||||||||
| Commercial Real Estate | $ | 360,802 | 61.29 | % | 419,489 | 59.30 | % | ||||||||||||||||
| Residential Real Estate | 83,671 | 14.21 | % | 92,215 | 13.03 | % | |||||||||||||||||
| Commercial and Industrial | 123,358 | 20.96 | % | 129,608 | 18.32 | % | |||||||||||||||||
| Consumer and Other | 20,802 | 3.53 | % | 59,973 | 8.48 | % | |||||||||||||||||
| Construction | — | — | % | 3,830 | 0.54 | % | |||||||||||||||||
| Construction to permanent - CRE | 31 | 0.01 | % | 2,357 | 0.33 | % | |||||||||||||||||
| Loans receivable, gross | 588,664 | 100.00 | % | 707,472 | 100.00 | % | |||||||||||||||||
| Allowance for credit losses | (7,187) | (7,305) | |||||||||||||||||||||
| Loans receivable, net | $ | 581,477 | $ | 700,167 | |||||||||||||||||||
The Company’s loan portfolio decreased $118.8 million, from $707.5 million at December 31, 2024 to $588.7 million at September 30, 2025. The Company has continued the trend of restricting loan growth and allowing loans to pay down as the balance sheet is reduced in order to strengthen capital ratios. For the nine months ended September 30, 2025, the Company sold
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$15.9 million Home Equity Line of Credit loans and $28.9 million purchased residential restate loans, resulting in a recognized net loss of $1.0 million on the sale. No loans were sold during the three and nine months ended September 30, 2024.
SBA loans held for investment were included in the commercial real estate loans and commercial and industrial loan classifications above. As of September 30, 2025 and December 31, 2024, SBA loans included in the commercial real estate loans were $9.9 million and $18.7 million, respectively. As of September 30, 2025 and December 31, 2024, SBA loans included in the commercial and industrial loans were $8.8 million and $11.2 million, respectively.
At September 30, 2025, the net loan to deposit ratio was 70.0% and the net loan to total assets ratio was 61.2%. At December 31, 2024, these ratios were 72.4% and 69.2%, respectively.
Commercial Real Estate Loans ("CRE")
The following table provides the composition of the commercial real estate loan portfolio segment as of September 30, 2025 and December 31, 2024:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Amount | % | Amount | % | ||||||||||||||||||||
| Commercial Real Estate | |||||||||||||||||||||||
| CRE owner occupied | $ | 70,342 | 19.50 | % | $ | 83,934 | 20.01 | % | |||||||||||||||
| CRE multifamily | 50,602 | 14.02 | % | 77,443 | 18.46 | % | |||||||||||||||||
| CRE office | 35,505 | 9.84 | % | 55,900 | 13.33 | % | |||||||||||||||||
| CRE retail | 44,394 | 12.30 | % | 46,946 | 11.19 | % | |||||||||||||||||
| Other CRE non-owner occupied | 159,959 | 44.33 | % | 155,266 | 37.01 | % | |||||||||||||||||
| Total | $ | 360,802 | 100.00 | % | $ | 419,489 | 100.00 | % | |||||||||||||||
The following table provides the commercial real estate loan portfolio segment by geographic concentrations as of September 30, 2025 and December 31, 2024:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Amount | % | Amount | % | ||||||||||||||||||||
| New York | $ | 176,628 | 48.95 | % | $ | 208,093 | 49.61 | % | |||||||||||||||
| Connecticut | 79,309 | 21.98 | % | 98,342 | 23.44 | % | |||||||||||||||||
| New Jersey | 23,632 | 6.55 | % | 26,861 | 6.40 | % | |||||||||||||||||
| Outside Market (1) | 81,234 | 22.51 | % | 86,193 | 20.55 | % | |||||||||||||||||
| Total Commercial Real Estate | $ | 360,803 | 100.00 | % | $ | 419,489 | 100.00 | % | |||||||||||||||
(1) Outside Market consists of loans in all other states, none of which are greater than 5% of the total.
In accordance with OCC Bulletin 2006-46, "Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices: Interagency Guidance on CRE Concentration Risk Management", and the Joint Interagency Guidance (71 FR 74580), the Bank monitors its CRE lending relative to total capital. As of September 30, 2025, the Bank’s CRE concentration was 267% of total Tier 1 capital plus allowance for credit loss, below the Bank’s concentration policy limit of 350%. This concentration level is slightly above the 300% supervisory monitoring threshold outlined in the guidance. Exceeding this threshold does not, by itself, indicate unsafe or unsound banking practices; however, it subjects the Bank to heightened supervisory expectations for portfolio management, risk assessment, and capital planning. Management maintains portfolio management procedures, underwriting standards, and stress testing practices consistent with these regulatory expectations. For purposes of calculating the Bank’s CRE concentration in accordance with this regulatory guidance, owner-occupied CRE loans are excluded from the CRE total and classified as commercial and industrial (“C&I”) loans; however, the CRE portfolio tables above include owner-occupied CRE for presentation purposes.
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Allowance for Credit Losses ("ACL") on Loans
The allowance for credit losses on loans was $7.2 million as of September 30, 2025, compared to $7.3 million as of December 31, 2024, a reduction of $0.1 million. The reduction in allowance was mainly attributed to a decrease in reserve for loan portfolio sale. Based upon the overall assessment and evaluation of the loan portfolio as of September 30, 2025, management has determined that the $7.2 million allowance for credit loss representing 1.22% of gross loans, is adequate to cover expected credit losses under current economic conditions. This assessment follows current expected credit loss ("CECL") guidance, which requires estimating expected losses over the life of the loans, considering historical data, current conditions, and future forecasts.
Pursuant to guidance provided in OCC Bulletin 2020-49 and Interagency Policy Statement on Allowances for Credit Losses (May 8, 2020), the Bank refined the use of qualitative factors (“Q-Factors”) in its ACL methodology and calculations in the third quarter of 2025.
Beginning in the second quarter of 2025, the Bank implemented the use of qualitative factors (“Q Factors”) in its ACL methodology and calculations. The application of the chosen Q-Factors added a net 12 bps to the overall reserves for third quarter of 2025 – unchanged from the second quarter of 2025. The model-only ACL yielded 1.10% of total reserves – and the addition of 12 bps of Q-Factors increased the final ACL to 1.22% of total loans.
The Q-Factors are applied to specific loan pools and are quantified using management’s best estimates. As noted below, a total of 15 bps of Q-Factors was applied, but because the application is on a pool-by-pool basis, the net effect is only 12 bps across total loans.
The following table provides detail of activity in the allowance for credit losses on loans for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Balance at beginning of the period | $ | 7,795 | $ | 14,989 | $ | 7,305 | $ | 15,925 | |||||||||||||||
| Charge-offs: | |||||||||||||||||||||||
| Commercial Real Estate | (144) | (124) | (779) | (282) | |||||||||||||||||||
| Residential Real Estate | — | — | — | (21) | |||||||||||||||||||
| Commercial and Industrial | — | (122) | (130) | (936) | |||||||||||||||||||
| Consumer and Other | (292) | (1,266) | (1,962) | (5,638) | |||||||||||||||||||
| Total charge-offs | (436) | (1,512) | (2,871) | (6,877) | |||||||||||||||||||
| Recoveries: | |||||||||||||||||||||||
| Residential Real Estate | 1 | — | 1 | — | |||||||||||||||||||
| Commercial and Industrial | 3 | 160 | 109 | 238 | |||||||||||||||||||
| Consumer and Other | 227 | 263 | 688 | 828 | |||||||||||||||||||
| Total recoveries | 231 | 423 | 798 | 1,066 | |||||||||||||||||||
| Net charge-offs | (205) | (1,089) | (2,073) | (5,811) | |||||||||||||||||||
| Provision for credit losses | (403) | 1,084 | 1,955 | 4,870 | |||||||||||||||||||
| Balance at end of the period | $ | 7,187 | $ | 14,984 | $ | 7,187 | $ | 14,984 | |||||||||||||||
| Ratios: | |||||||||||||||||||||||
| Net charge-offs to average loans (annualized) | (0.14) | % | (0.56) | % | (0.42) | % | (0.96) | % | |||||||||||||||
| Allowance for credit losses to total loans | 1.22 | % | 1.98 | % | 1.22 | % | 1.98 | % | |||||||||||||||
| Allowance for credit losses to nonaccrual loans | 27.67 | % | 41.01 | % | 27.67 | % | 41.01 | % | |||||||||||||||
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For the three months ended September 30, 2025, net charge-offs decreased $1.9 million to $205,000, with a net charge-offs to average loans ratio of 0.14%, compared to $1.1 million and 0.56% for the three months ended September 30, 2024.
For the nine months ended September 30, 2025, net charge-offs declined $3.7 million to $2.1 million, with a net charge-offs to average loans ratio of 0.36% , down from $5.8 million and 0.96% for the nine months ended September 30, 2024.
The reduction in net charge-offs for both three and nine months ended September 30, 2025 was primary driven by a $3.7 million decrease in charge-offs related to purchased unsecured consumer loans as the portfolio balances have declined.
The average loan balance decreased by $63.3 million, from $783.8 million for the three months ended September 30, 2025, to $588.4 million for the three months ended September 30, 2025. For the nine-month period, the average loan balance decreased $158.3 million, from $810.1 million in 2024 to $651.8 million in 2025. This decrease in average loan balance for the three and nine months ended September 30, 2025, reflects the Company's continued approach of limiting loan growth and allowing loans to pay down to strengthen capital ratios as the balance sheet is reduced.
As of September 30, 2025 and September 30, 2024, the ACL was $7.2 million and $15.0 million, respectively. The decrease was due to significant charge-offs of reserved CRE and consumer loans in 2024, which also impacted the ACL to loans ratio of 1.22% as of September 30, 2025, compared to an ACL of $15.0 million and an ACL to loans ratio of 1.98% as of September 30, 2024.
The non-accrual loan balance was $26.0 million as of September 30, 2025, compared to $36.5 million as of September 30, 2024. The allowance for credit losses to non-accrual loans ratio was 27.67% as of September 30, 2025, compared to 41.10% as of September 30, 2024. The rate at September 30, 2024 was significantly higher due to reserves on individually evaluated CRE loans that were subsequently charged-off after September 30, 2024.
The following table provides an allocation of allowance for credit losses on loans by portfolio segment:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||||||||||||||
| Allowance for credit losses | Percent of loans in each category to total loans | Allowance for credit losses | Percent of loans in each category to total loans | ||||||||||||||||||||
| Commercial Real Estate | $ | 2,504 | 61.29 | % | $ | 2,241 | 59.30 | % | |||||||||||||||
| Residential Real Estate | 805 | 14.21 | % | 596 | 13.03 | % | |||||||||||||||||
| Commercial and Industrial | 3,430 | 20.96 | % | 1,077 | 18.32 | % | |||||||||||||||||
| Consumer and Other | 448 | 3.53 | % | 3,386 | 8.48 | % | |||||||||||||||||
| Construction | — | — | % | 5 | 0.54 | % | |||||||||||||||||
| Construction to permanent - CRE | — | 0.01 | % | — | 0.33 | % | |||||||||||||||||
| Total Allowance for credit losses | $ | 7,187 | 100.00 | % | $ | 7,305 | 100.00 | % | |||||||||||||||
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Non-performing Assets
The following table presents non-performing assets as of September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | ||||||||||
| Non-accruing loans: | |||||||||||
| Commercial Real Estate | $ | 20,109 | $ | 19,334 | |||||||
| Residential Real Estate | 57 | 109 | |||||||||
| Commercial and Industrial | 5,463 | 3,341 | |||||||||
| Consumer and Other | 310 | 730 | |||||||||
| Construction to Permanent - CRE | 31 | 2,357 | |||||||||
| Total non-accruing loans | 25,970 | 25,871 | |||||||||
| Other real estate owned | $ | — | $ | 2,843 | |||||||
| Total nonperforming assets | $ | 25,970 | $ | 28,714 | |||||||
| Nonperforming assets to total assets | 2.73 | % | 2.84 | % | |||||||
| Nonperforming loans to total loans, net | 4.47 | % | 3.69 | % | |||||||
As of September 30, 2025, non-accrual loans decreased to $26.0 million, compared to $28.7 million as of December 31, 2024. The non-accrual loans at September 30, 2025 was comprised of 177 borrowers. Of these, 20 loans were individually evaluated, and the specific reserve was $1.7 million. All individually evaluated loans were collateral dependent loans, the Bank has obtained appraisal reports from independent licensed appraisal firms and discounted those values based on the Bank’s experience selling Other Real Estate Owned (“OREO”) properties and for estimated selling costs to determine estimated impairment. No individually evaluated loans were cash flow dependent loans.
As of December 31, 2024, the $28.7 million of non-accrual loans was comprised of 335 borrowers. Of which, 14 loans were individually evaluated, and a specific reserve of $0.5 million was established.
Loans held for sale
SBA loans held for sale totaled zero as of September 30, 2025 and December 31, 2024. SBA loans held for sale represent the guaranteed portion of SBA loans and are reflected at the lower of aggregate cost or market value.
As of September 30, 2025 and December 31, 2024, the credit card loans held for sale from Digital Payments division totaled $18.4 million and $11.4 million, respectively. The credit card loans are expected to be held for no longer than three days before being sold. The credit card receivable are fully cash-secured by deposits at Patriot. The credit card loans are sold to the third party as a whole loan sale transaction, priced at Par, thus there is no servicing asset or gain or loss on sale.
As of September 30, 2025 and December 31, 2024, the Company reported residential mortgage loans held for sale totaling $0 and $4.3 million, respectively. These loans are recorded at the lower of aggregate cost or market value. For the three and nine months ended September 30, 2025, a total gain on sale of $0 and $79,000 was recorded, respectively. A servicing asset of $72,000 was recognized as of September 30, 2025. In April 2025, the Company decided to close the Residential Mortgage Division.
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Deferred Taxes
Patriot accounts for income taxes under the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The liability method requires that any tax benefits recognized for net operating loss carry forwards and other items be reduced by a valuation allowance when it is more likely than not that the benefits may not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Deferred tax assets ("DTA") were zero both at September 30, 2025 and December 31, 2024 as Patriot recorded a full valuation allowance against all of the DTAs as of September 30, 2024. Patriot evaluates its ability to realize its deferred tax assets on a quarterly basis. In doing so, management considers all available evidence, both positive and negative, to determine whether it is more likely than not that the deferred tax assets will be realized. The Company will continue to evaluate its ability to realize its deferred tax assets. If future evidence suggests that it is more likely than not that additional deferred tax assets will be realized, the valuation allowance will be adjusted.
The Company is currently assessing the tax basis treatment of its loan servicing assets in consultation with its tax advisors. Preliminary analysis indicates that, under current tax regulations, no tax basis may be recognized for these assets, which could give rise to a deferred tax liability. The Company is evaluating whether a change in accounting method is required and expects to complete its assessment prior to year-end. Any resulting adjustment will be reflected in the period the evaluation is finalized.
The effective tax benefit rate for the three months ended September 30, 2025 was (0.19)%, compared to the effective tax provision rate for the three months ended September 30, 2024 of 1067.85%. The effective tax benefit and provision rates for the nine months ended September 30, 2025 and September 30, 2024 were (0.51)% and 363.40%, respectively. The Company’s effective rate for the three and nine months ended September 30, 2025 was affected by the change in the valuation allowance and for the three and nine months ended September 30, 2024 was affected by state taxes and non-deductible expenses and the full valuation allowance against all of the DTAs in the third quarter of 2024.
As of September 30, 2025, Patriot had available approximately $48.9 million of Federal net operating loss carryforwards (“NOL”) that are offset by $15.5 million in §382 limitations imposed by the Internal Revenue Code. After applying the limitation, Patriot has $33.4 million post-change NOL which do not expire. Patriot has not performed an analysis on the post-change NOL, but the potential impact of any additional limitation would not be material to the financial statements due to the fact that the NOL are fully offset by a valuation allowance.
Patriot has approximately $63.5 million of NOLs available for Connecticut tax purposes at September 30, 2025, which may be used to offset up to 50% of taxable income in any year. Approximately $63.2 million of the NOL will expire between 2030 and 2044 and approximately $3.3 million of the NOL will expire beginning in 2055.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our Consolidated Financial Statements.
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Deposits
The following table is a summary of the Company’s deposits at the dates shown:
| (In thousands) | September 30, | December 31, | Increase/(Decrease) | ||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| Non-interest bearing: | |||||||||||||||||||||||
| Non-interest bearing | $ | 82,385 | $ | 106,689 | $ | (24,304) | (22.78) | % | |||||||||||||||
| Non-interest bearing DDA- Digital Payments | 5,381 | 12,523 | (7,142) | (57.03) | % | ||||||||||||||||||
| Total non-interest bearing | 87,766 | 119,212 | (31,446) | (26.38) | % | ||||||||||||||||||
| Interest bearing: | |||||||||||||||||||||||
| Negotiable order of withdrawal accounts (NOW) | 22,845 | 31,549 | (8,704) | (27.59) | % | ||||||||||||||||||
| Savings | 32,478 | 38,743 | (6,265) | (16.17) | % | ||||||||||||||||||
| Interest bearing DDA | 19,707 | — | 19,707 | #DIV/0! | |||||||||||||||||||
| Interest bearing DDA - Digital Payments | 138,913 | 110,448 | 28,465 | 25.77 | % | ||||||||||||||||||
| Money market | 152,728 | 195,369 | (42,641) | (21.83) | % | ||||||||||||||||||
| Money market - Digital Payments | 10,220 | 66,654 | (56,434) | (84.67) | % | ||||||||||||||||||
| Certificates of deposit, $250,000 or less | 119,329 | 162,533 | (43,204) | (26.58) | % | ||||||||||||||||||
| Certificates of deposit, more than $250,000 | 60,221 | 65,278 | (5,057) | (7.75) | % | ||||||||||||||||||
| Specialty - Other Deposits | 16,178 | — | 16,178 | — | % | ||||||||||||||||||
| Brokered deposits | 170,470 | 176,811 | (6,341) | (3.59) | % | ||||||||||||||||||
| Total Interest bearing | 743,089 | 847,385 | (104,296) | (12.31) | % | ||||||||||||||||||
| Total Deposits | $ | 830,855 | $ | 966,597 | $ | (135,742) | (14.04) | % | |||||||||||||||
| Total Digital Payments deposits | $ | 236,886 | $ | 265,542 | (28,656) | -10.79 | % | ||||||||||||||||
| Total retail branch bank deposits | $ | 352,388 | $ | 412,960 | $ | (60,572) | (14.67) | % | |||||||||||||||
| Total uninsured deposits | $ | 162,347 | $ | 297,845 | $ | (135,498) | (45.49) | % | |||||||||||||||
| Uninsured deposits to total deposits | 19.54 | % | 30.81 | % | |||||||||||||||||||
Total deposits decreased by $135.7 million, from $966.6 million as of December 31, 2024, to $830.9 million as of September 30, 2025.
Non-GAAP Financial Measures:
In addition to evaluating the Company's financial performance in accordance with U.S. GAAP, management may evaluate certain non-GAAP financial measures, such as uninsured deposits to total deposits excluding Digital Payments deposits. A computation and reconciliation of non-GAAP financial measures used for these purposes is contained in the accompanying Reconciliation of U.S. GAAP to Non-GAAP Measures tables. We believe that by excluding Digital Payments deposits, management can present a view of uninsured deposits that better reflects the Company's traditional deposit base, providing investors with useful information for understanding our uninsured deposits position and financial stability. Digital Payments deposits are analyzed for FDIC insurance at the Program Manager level. Certain accounts are reciprocal deposits through the IntraFi network and therefore the entire deposit balances qualify for FDIC insurance. The remaining deposit balances are aggregated at the Program Manager level, and any deposits exceeding $250,000 are considered uninsured.
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The non-GAAP financial measures should not be considered a substitute for GAAP basis measures and results, and we strongly encourage investors to review our Consolidated Financial Statements in their entirety and not to rely on any single financial measure.
Reconciliation of U.S. GAAP to Non-GAAP Measures (unaudited):
| (Dollars in thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| Non-GAAP Uninsured deposits to total deposits excluding Digital Payments deposits | |||||||||||
| Total deposits | $ | 830,855 | $ | 966,597 | |||||||
| Digital Payments deposits | 236,886 | 265,542 | |||||||||
| Non-GAAP total deposits excluding Digital Payments deposits | 593,969 | 701,055 | |||||||||
| Total uninsured deposits | $ | 175,745 | $ | 297,845 | |||||||
| Total uninsured Digital Payments deposits | 101,821 | 187,048 | |||||||||
| Total uninsured deposits excluding Digital Payments deposits | 73,924 | 110,797 | |||||||||
| Non-GAAP uninsured deposits to total deposits excluding Digital Payments deposits | 12.45 | % | 15.80 | % | |||||||
Borrowings
Total borrowings were $16.4 million and $33.1 million as of September 30, 2025 and December 31, 2024, respectively. Borrowings consist primarily of Federal Home Loan Bank (“FHLB”) advances, senior notes, subordinated notes, junior subordinated debentures and a note payable. The senior notes, subordinated notes and junior subordinated debentures contain affirmative covenants that require the Company to maintain its and its subsidiaries’ legal entity and tax status, pay its income tax obligations on a timely basis, and comply with SEC and FDIC reporting requirements.
Federal Home Loan Bank borrowings
As of September 30, 2025, the Company had $114.6 million in book value and $78.7 million in discounted value of pledged collateral with the FHLB-B. The pledged collateral consisted of a mixture of residential and commercial real estate loans and lines of credit. The maximum borrowing capacity is limited to the lesser of 5.00% of the Bank’s most recently reported Call Report total assets or the discount value of the pledged collateral. Accordingly, as of September 30, 2025 the Company’s maximum borrowing capacity with the FHLB-B is $48.0 million. Of this amount, $45.0 million was used by a standby letter of credit, as described further in Note 10 Financial Instruments with Off-Balance-Sheet Risk. Additionally, $250,000 of the maximum borrowing capacity was used by an overnight line of credit designed to cover the Bank for temporary overdraft positions. As of September 30, 2025 and December 31, 2024, no funds had been borrowed under the overnight line of credit.
FHLB-B advances are structured to facilitate the Bank’s management of its balance sheet and liquidity requirements. Outstanding advances from the FHLB-B decreased from $3.0 million at December 31, 2024 to zero at September 30, 2025.
Interest expense incurred for the three and nine months ended September 30, 2025 were nil and $3,000, respectively. Interest expense incurred for the three and nine months ended September 30, 2024 were $0.3 million and $1.0 million, respectively.
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Correspondent Bank - Line of Credit
Patriot has entered into unsecured federal funds sweep and federal funds line of credit facility agreements with certain correspondent banks. As of September 30, 2025, no unsecured lines of credit were available. Borrowings available under the agreements totaled $5.0 million December 31, 2024. The purpose of the agreements is to provide a credit facility intended to satisfy overnight federal account balance requirements and to provide for daily settlement of Federal Reserve Bank (“FRB”), Automated Clearing House (“ACH”), and other clearinghouse transactions.
There was no outstanding balance under the agreements at September 30, 2025 and December 31, 2024. No Interest expense incurred for the three and nine months ended September 30, 2025. For three and nine months ended September 30, 2024, interest expense incurred was $2,000 and $4,000, respectively.
Other Borrowing
The Federal Reserve Bank of New York (“FRBNY”) accepts securities and loan pledges from qualifying depository institutions to secure borrowings from the Federal Reserve Discount Window (“Discount Window”). Patriot has pledged eligible securities and loans as collateral to support its borrowing capacity at the FRBNY. As of September 30, 2025, Patriot had pledged eligible securities and loans with a book value of $58.2 million and a collateral value of $33.0 million. During the three and nine months ended September 30, 2025, the Company borrowed zero and $70.0 million, respectively, from the Discount Window and repaid the amounts in full within the same periods. Related interest expense was zero and $98,000, respectively. In the corresponding 2024 periods, no borrowings were made and no interest expense was incurred.
In July 2023, the Bank established a collateralized funding line of $73.8 million at par value under the Federal Reserve's temporary Bank Term Funding Program (“BTFP”). The program provided additional funding to eligible depository institutions, assuring they can meet the needs of all their depositors. The program served as an additional source of liquidity against high-quality securities, eliminating the need of an institution to quickly sell those securities in times of stress. The line allowed for a fixed rate borrowing at market rates, for up to one year, with repayment permitted at any time without penalty. The BTFP ceased allowing any new advances after March 11, 2024. The outstanding BTFP borrowing was paid off as of December 31, 2024. No interest expense incurred for the three and nine months ended September 30, 2025. Interest expense incurred for the three and nine months ended September 30, 2024 was $0.6 million and $2.3 million, respectively.
Senior notes
On December 22, 2016, the Company issued $12 million of senior notes (“2016 Senior Notes”) bearing interest at 7% per annum. On November 17, 2021, the original maturity date of the 2016 Senior Notes was extended from December 22, 2021 to June 30, 2022.
On June 22, 2022, the Company amended and restated the 2016 Senior Notes. The maturity date of the Senior Notes was further extended to December 31, 2022, and the interest rate increased from (i) 7% to 7.25% from July 1, 2022 until September 30, 2022 and (ii) from 7.25% to 7.50% thereafter. The 2016 Senior Notes was repaid in December 2022.
On December 21, 2022, the Company completed an issuance and sale of $12 million in aggregate principal amount of 8.50% fixed rate senior notes due January 15, 2026 (“2022 Senior Notes”). In connection with the issuance of the 2022 Senior Notes, the Company incurred $326,000 of costs, which are being amortized over the term of the 2022 Senior Notes to recognize a constant rate of interest expense. At September 30, 2025 and December 31, 2024, $0 and $139,000 of unamortized debt issuance costs were deducted from the face amount of the 2022 Subordinated Notes included in the Consolidated Balance Sheet, respectively.
The 2022 Senior Note Purchase Agreement contains certain customary representations, warranties, and covenants made by each of the Company and the purchasers. The 2022 Senior Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The 2022 Senior Notes are not subject to redemption at the option of the holders. Principal and interest on the 2022 Senior Notes are subject to acceleration only in limited circumstances. The 2022 Senior Notes are an unsecured, unsubordinated obligation and ranks equally in right of payment to all of the Company’s existing and future unsecured indebtedness, liabilities and other obligations that are not subordinated in right of payment to the Senior Note, and will be effectively subordinated to any of the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing such indebtedness. The 2022 Senior Notes are the obligations of the Company only and are not obligations of, and are not guaranteed by, any of the Company’s affiliates.
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The Senior Notes were amended in March 2025. The amendment to the Senior Notes provides that (i) the maturity date of the Senior Notes will be extended to April 15, 2028, (ii) the interest rate will be increased to 10.0% effective as of January 1, 2026, and (iii) at any time prior to the maturity date, the Company may repay any amount of the outstanding principal amount of the Senior Notes, in whole or in part, without penalty. In addition, pursuant to such amendment, the noteholders agreed to convert into shares of Common Stock an amount of the outstanding Senior Notes, on a pro rata basis, equal to $5.0 million based on the terms of the amendment and the closing of the Private Placement, and all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through the January 15, 2026 payment may be PIK.
On May 13, 2025, two noteholders of the Senior Notes converted a total of $1.90 million of the aggregate principal and accrued unpaid interest due on the Senior Notes into 2,529,275 shares of Common Stock.
On July 25, 2025, Unity Bancorp Inc. (“Unity”) notified the Company of its desire to convert the entire outstanding principal balance and accrued unpaid interest of the Senior Notes, totaling $2,005,027, into 2,673,369 shares of Common Stock at a conversion price of $0.75 per share. Similarly, on July 26, 2025, American Bank Incorporated (“AmBank”) provided notice to convert its outstanding principal balance and accrued unpaid interest of its Senior Note, amounting to $803,443, into 1,071,258 shares of Common Stock at the same conversion price of $0.75 per share.
On September 4, 2025, the remaining principal balance of the Senior Notes were repaid in full.
For the three and nine months ended September 30, 2025, the Company recognized interest expense of $0.1 million and $0.6 million, respectively. Interest expense incurred for the three and nine months ended September 30, 2024 was $0.3 million and $0.9 million, respectively.
Subordinated notes
On June 29, 2018, the Company entered into certain subordinated note purchase agreements with two institutional accredited investors and completed a private placement of $10 million of fixed-to-floating rate subordinated notes with the maturity date of September 30, 2028 (the “Subordinated Notes”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.
The Subordinated Notes initially bore interest at 6.25% per annum, from and including June 29, 2018, to but excluding, June 30, 2023, payable semi-annually in arrears. From and including June 30, 2023, until but excluding June 30, 2028 or an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR, which was replaced by Secured Overnight Financing Rate (“SOFR”) in 2023 (but not less than zero) plus 332.5 basis points, payable quarterly in arrears. The Company may, at its option, beginning on June 30, 2023 and on any scheduled interest payment date thereafter, redeem the Subordinated Notes.
In connection with the issuance of the Subordinated Notes, the Company incurred $291,000 of debt issuance costs, which are being amortized over the term of the Subordinated Notes to recognize a constant rate of interest expense. At September 30, 2025 and December 31, 2024, $64,000 and $102,000 of unamortized debt issuance costs were deducted from the face amount of the Subordinated Notes included in the Consolidated Balance Sheets, respectively.
The Subordinated Notes were amended in March 2025. The amendment to the Subordinated Note provides that the interest on the Subordinated Note will be PIK and the aggregate outstanding principal amount of the Subordinated Note will be automatically increased on each interest payment date by the amount of such PIK interest for all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through and including the March 30, 2026 interest payment date. In addition, pursuant to such amendment, the noteholder agreed to convert $2.0 million of the outstanding principal amount of the Subordinated Note into shares of Common Stock effective on the closing date of the Private Placement.
For the three and nine months ended September 30, 2025, the Company recognized interest expense of $0.2 million and $0.5 million, respectively. Interest expense incurred for the three and nine months ended September 30, 2024 was $0.2 million and 0.7 million, respectively.
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Junior subordinated debt owed to unconsolidated trust
In 2003, the Patriot National Statutory Trust I (“the Trust”), which has no independent assets and is wholly-owned by the Company, issued $8.0 million of trust preferred securities. The proceeds, net of a $240,000 placement fee, were invested in junior subordinated debentures issued by the Company, which invested the proceeds in the Bank. The Bank used the proceeds to fund its operations.
Trust preferred securities currently qualify for up to 25% of the Company’s Tier I Capital, with the excess qualifying as Tier 2 Capital.
The junior subordinated debentures are unsecured obligations of the Company. The debentures are subordinate and junior in right of payment to all present and future senior indebtedness of the Company. In addition to its obligations under the junior subordinated debentures and in conjunction with the Trust, the Company issued an unconditional guarantee of the trust preferred securities.
The junior subordinated debentures bear interest at three-month SOFR plus 3.15% and mature on March 26, 2033, at which time the principal amount borrowed will be due. The placement fee of $240,000 is amortized and included as a component of the periodic interest expense on the junior subordinated debentures, in order to produce a constant rate of interest expense. As of September 30, 2025 and December 31, 2024, the unamortized placement fee deducted from the face amount of the junior subordinated debt owed to the unconsolidated trust amounted to $0.1 million and $0.1 million, respectively, and accrued interest on the junior subordinated debentures was $8,000 and $0.2 million, respectively.
For the three and nine months ended September 30, 2025, the Company recognized interest expense of $0.2 million and $0.5 million, respectively. Interest expense incurred for the three and nine months ended September 30, 2024 was $0.2 million and 0.5 million, respectively.
At its option, exercisable on a quarterly basis, the Company may redeem the junior subordinated debentures from the Trust, which would then redeem the trust preferred securities.
Note Payable
In September 2015, the Bank purchased the property in which its Fairfield, Connecticut branch is located for approximately $2.0 million, a property it had been leasing until that date. The purchase price was primarily satisfied by issuing the seller a $2.0 million, nine-year, promissory note bearing interest at a fixed rate of 1.75% per annum. As of September 30, 2025 and December 31, 2024, the outstanding balance on the note was $0 and $162,000, respectively. The note is secured by a first Mortgage Deed and Security Agreement on the purchased property. The note originally set to mature in August 2024, was extended from August 25, 2024 to September 1, 2025, with the Bank continuing its scheduled principal and interest payments. The note is secured by a first mortgage deed and security agreement on the purchased property.
For the three and nine months ended September 30, 2025, the Company recognized interest expense of nil and $1,000, respectively. Interest expense incurred for the three and nine months ended September 30, 2024 was $1,000 and $4,000, respectively.
Derivatives
As of September 30, 2025, Patriot has two interest rate swaps (“swaps”). One swap is with a loan customer to provide a facility to mitigate the fluctuations in the variable rate on the respective loan. The other swap is with an outside third party. The customer interest rate swap is matched in offsetting terms to the third party interest rate swap. The swaps are reported at fair value in other assets or other liabilities on the consolidated balance sheets. Patriot’s swaps are derivatives, but are not designated as hedging instruments, thus any net gain or loss resulting from changes in the fair value is recognized in other non-interest income. The Company recognized no gain on the swaps for the three and nine months ended September 30, 2025 and 2024.
Further discussion of the fair value of derivatives is set forth in Note 7 Derivatives to the Consolidated Financial Statements.
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Equity
Equity increased $90.8 million, from $4.3 million at December 31, 2024 to $95.0 million at September 30, 2025. This increase was primarily due to a net capital raise of $57.75 million from the Private Placement on March 20, 2025, net proceeds of $10.47 million from a registered direct offering on June 3, 2025, net proceeds of $24.0 million from a registered direct offering on September 2, 2025, and a net reduction of $3.8 million in net unrealized losses on securities, partially offset by a net loss of $10.4 million for the nine months ended September 30, 2025.
Off-Balance Sheet Commitments
The Company’s off-balance sheet commitments primarily consist of commitments to lend of $48.7 million and $87.6 million as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the Bank has an irrevocable stand-by letter of credit for a maximum of $45 million, issued by the Federal Home Loan Bank of Boston on behalf of the Bank, with Mastercard as the beneficiary. This letter of credit was originally set to expire on April 30, 2025, but in April 2025, the expiration date was extended to April 30, 2026.
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Average Balances
The following tables present daily average balance sheets, interest income, interest expense and the corresponding yields earned and rates paid for the three months ended September 30, 2025 and 2024:
| (In thousands) | Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Average Balance | Interest | Yield | Average Balance | Interest | Yield | ||||||||||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||||||||||
| Interest Earning Assets: | |||||||||||||||||||||||||||||||||||
| Loans | $ | 588,449 | $ | 8,565 | 5.77 | % | $ | 783,787 | $ | 11,704 | 5.92 | % | |||||||||||||||||||||||
| Investments | 92,367 | 646 | 2.80 | % | 96,654 | 729 | 3.02 | % | |||||||||||||||||||||||||||
| Cash equivalents and other | 210,849 | 2,332 | 4.39 | % | 27,509 | 381 | 5.49 | % | |||||||||||||||||||||||||||
| Total interest earning assets | 891,665 | 11,543 | 5.14 | % | 907,950 | 12,814 | 5.60 | % | |||||||||||||||||||||||||||
| Cash and due from banks | (1,609) | 24,653 | |||||||||||||||||||||||||||||||||
| Allowance for credit losses | (7,712) | (14,646) | |||||||||||||||||||||||||||||||||
| OREO | 394 | 2,843 | |||||||||||||||||||||||||||||||||
| Other assets | 44,463 | 46,832 | |||||||||||||||||||||||||||||||||
| Total Assets | $ | 927,201 | $ | 967,632 | |||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Interest bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Deposits | $ | 743,806 | $ | 6,090 | 3.25 | % | $ | 699,661 | $ | 6,189 | 3.51 | % | |||||||||||||||||||||||
| Borrowings | — | — | — | % | 86,527 | 926 | 4.25 | % | |||||||||||||||||||||||||||
| Senior notes | 2,860 | 105 | 14.69 | % | 11,805 | 290 | 9.83 | % | |||||||||||||||||||||||||||
| Subordinated debt | 16,432 | 338 | 8.16 | % | 18,029 | 409 | 9.00 | % | |||||||||||||||||||||||||||
| Note Payable | 17 | — | — | % | 232 | 1 | 1.71 | % | |||||||||||||||||||||||||||
| Total interest bearing liabilities | 763,115 | 6,533 | 3.40 | % | 816,254 | 7,815 | 3.80 | % | |||||||||||||||||||||||||||
| Demand deposits | 79,678 | 101,026 | |||||||||||||||||||||||||||||||||
| Other liabilities | 7,950 | 8,609 | |||||||||||||||||||||||||||||||||
| Total Liabilities | 850,743 | 925,889 | |||||||||||||||||||||||||||||||||
| Shareholders' equity | 76,458 | 41,743 | |||||||||||||||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 927,201 | $ | 967,632 | |||||||||||||||||||||||||||||||
| Net interest income | $ | 5,010 | $ | 4,999 | |||||||||||||||||||||||||||||||
| Interest margin | 2.23 | % | 2.18 | % | |||||||||||||||||||||||||||||||
| Interest spread | 1.74 | % | 1.80 | % | |||||||||||||||||||||||||||||||
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The following tables present daily average balance sheets, interest income, interest expense and the corresponding yields earned and rates paid for the nine months ended September 30, 2025 and 2024:
| (In thousands) | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Average Balance | Interest | Yield | Average Balance | Interest | Yield | ||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest earning assets: | |||||||||||||||||||||||||||||||||||
| Loans | $ | 651,773 | $ | 27,648 | 5.67 | % | $ | 810,086 | $ | 36,345 | 5.98 | % | |||||||||||||||||||||||
| Investments | 88,739 | 1,807 | 2.72 | % | 96,209 | 2,171 | 3.01 | % | |||||||||||||||||||||||||||
| Cash equivalents and restricted cash | 184,767 | 6,130 | 4.44 | % | 37,851 | 1,516 | 5.34 | % | |||||||||||||||||||||||||||
| Total interest earning assets | 925,279 | 35,585 | 5.14 | % | 944,146 | 40,032 | 5.65 | % | |||||||||||||||||||||||||||
| Cash and due from banks | 2,603 | 13,468 | |||||||||||||||||||||||||||||||||
| Allowance for credit losses | (8,106) | (14,129) | |||||||||||||||||||||||||||||||||
| OREO | 1,932 | 2,843 | |||||||||||||||||||||||||||||||||
| Other assets | 41,610 | 58,639 | |||||||||||||||||||||||||||||||||
| Total Assets | $ | 963,318 | $ | 1,004,967 | |||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Interest bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Deposits | $ | 792,458 | $ | 20,681 | 3.49 | % | $ | 717,299 | $ | 19,160 | 3.56 | % | |||||||||||||||||||||||
| Borrowings | 2,985 | 101 | 4.52 | % | 103,582 | 3,354 | 4.31 | % | |||||||||||||||||||||||||||
| Senior notes | 6,885 | 610 | 11.81 | % | 11,770 | 869 | 9.84 | % | |||||||||||||||||||||||||||
| Subordinated debt | 16,822 | 1,040 | 8.27 | % | 18,019 | 1,219 | 9.01 | % | |||||||||||||||||||||||||||
| Note Payable | 70 | 1 | 1.91 | % | 285 | 4 | 1.87 | % | |||||||||||||||||||||||||||
| Total interest bearing liabilities | 819,220 | 22,433 | 3.66 | % | 850,955 | 24,606 | 3.85 | % | |||||||||||||||||||||||||||
| Demand deposits | 86,649 | 103,323 | |||||||||||||||||||||||||||||||||
| Other liabilities | 7,482 | 7,404 | |||||||||||||||||||||||||||||||||
| Total Liabilities | 913,351 | 961,682 | |||||||||||||||||||||||||||||||||
| Shareholders' equity | 49,967 | 43,285 | |||||||||||||||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 963,318 | $ | 1,004,967 | |||||||||||||||||||||||||||||||
| Net interest income | $ | 13,152 | $ | 15,426 | |||||||||||||||||||||||||||||||
| Interest margin | 1.90 | % | 2.18 | % | |||||||||||||||||||||||||||||||
| Interest spread | 1.48 | % | 1.80 | % | |||||||||||||||||||||||||||||||
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The following table presents the change in interest-earning assets and interest-bearing liabilities by major category and the related change in the interest income earned and interest expense incurred thereon attributable to the change in transactional volume in the financial instruments and the rates of interest applicable thereto, comparing the three and nine months ended September 30, 2025 and 2024.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2025 compared to 2024 | 2025 compared to 2024 | ||||||||||||||||||||||||||||||||||
| (In thousands) | Increase/(Decrease) | Increase/(Decrease) | |||||||||||||||||||||||||||||||||
| Volume | Rate | Total | Volume | Rate | Total | ||||||||||||||||||||||||||||||
| Interest earning assets: | |||||||||||||||||||||||||||||||||||
| Loans | $ | (2,902) | $ | (237) | $ | (3,139) | $ | (6,529) | $ | (1,367) | $ | (7,896) | |||||||||||||||||||||||
| Investments | (77) | (7) | (84) | (243) | (121) | (364) | |||||||||||||||||||||||||||||
| Cash equivalents and other | 2,527 | (574) | 1,953 | 5,862 | (1,249) | 4,613 | |||||||||||||||||||||||||||||
| Total interest earning assets | (452) | (818) | (1,270) | (910) | (2,737) | (3,647) | |||||||||||||||||||||||||||||
| Interest bearing liabilities: | |||||||||||||||||||||||||||||||||||
| Deposit | 335 | (434) | (99) | 2,268 | (748) | 1,520 | |||||||||||||||||||||||||||||
| Borrowings | — | — | — | (3,256) | 4 | (3,252) | |||||||||||||||||||||||||||||
| Senior notes | (219) | 35 | (184) | (360) | 102 | (258) | |||||||||||||||||||||||||||||
| Subordinated debt | (37) | (36) | (73) | (84) | (96) | (180) | |||||||||||||||||||||||||||||
| Note payable and other | (2) | — | (2) | (3) | — | (3) | |||||||||||||||||||||||||||||
| Total interest bearing liabilities | 77 | (435) | (358) | (1,435) | (738) | (2,173) | |||||||||||||||||||||||||||||
| Decrease in net interest income | $ | (529) | $ | (383) | $ | (912) | $ | 525 | $ | (1,999) | $ | (1,474) | |||||||||||||||||||||||
Results of Operations
For the three months ended September 30, 2025, interest income and dividend income was $11.5 million, which decreased $1.3 million as compared to $12.8 million for the quarter ended September 30, 2024. Total interest expense was $6.5 million for the three months ended September 30, 2025, which decreased -$1.3 million as compared to $7.8 million for the three months ended September 30, 2024. Net interest income increased $11,000 from $5.0 million for the three months ended September 30, 2024 to $5.0 million for the three months ended September 30, 2025.
For the nine months ended September 30, 2025, interest income and dividend income was $35.6 million, which decreased $4.4 million as compared to $40.0 million for the nine months ended September 30, 2024. Total interest expense was $22.4 million, which decreased -$2.2 million as compared to $24.6 million for the nine months ended September 30, 2024. Net interest income was $13.2 million for the nine months ended September 30, 2025, which decreased $2.3 million from $15.4 million for the nine months ended September 30, 2024.
The decline for both three and nine months ended September 30, 2025 reflects a lower loan balance and narrower net interest margin due to higher deposit costs.
The net interest margin was 2.23% for the quarter ended September 30, 2025, compared to 2.18% for the quarter ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, the net interest margin was 1.90% and 2.18%, respectively. The increase in interest margins for the three and nine months ended September 30, 2025 compared to the same periods in 2024, was primarily associated with an increase in the cost of deposits and other borrowings due to the significant rise in market interest rates and a decline in loan interest income due to the declining loan balance, partially mitigated by the rise in variable rate interest earning assets.
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Provision for Credit Losses ("PCL")
For the three months ended September 30, 2025, the provision for credit losses was -$0.4 million, consisting of a -$0.4 million loan provision and a $27,000 credit for off-balance-sheet exposure reserves. In comparison, for the three months ended September 30, 2024, the provision for credit losses was $1.0 million, including a $1.1 million loan provision and a $58,000 credit for off-balance-sheet exposure reserves.
For the nine months ended September 30, 2025, the PCL was $1.8 million, which included a $2.0 million loan provision and a $128,000 credit for off-balance-sheet exposure reserves. For the nine months ended September 30, 2024, the provision was $4.8 million, consisting of a $4.9 million provision and a $94,000 credit for off-balance-sheet exposure reserves.
In 2025, the Bank has been selectively managing down its credit exposure in certain higher-risk areas. The loan portfolio declined from $755.7 million as of September 30, 2024, to $588.7 million as of September 30, 2025. This reduction in credit exposure has required a lower level of reserves. Consequently, the ACL for loans outstanding decreased from $15.0 million as of September 30, 2024, to $7.2 million as of September 30, 2025.
One key driver in both the level of outstanding loans and reserves is the pool of purchased unsecured consumer loans, which decreased from $26.1 million as of September 30, 2024 to $1.0 million as of September 30, 2025. Correspondingly, the reserves for this pool also fell, declining from $3.8 million as of September 30, 2024 to $0.2 million as of September 30, 2025.
Non-interest income
Non-interest income for the three months ended September 30, 2025 was $2.2 million, compared to $2.1 million for the three months ended September 30, 2024. Over the nine months ended September 30, 2025, non-interest income reached $7.0 million, up from $6.4 million in the corresponding period of 2024. The increase in non-interest income for the nine months ended September 30, 2025 is primarily attributed to the growth in the income from the Bank's Digital Payments Division.
Non-interest expense
Non-interest expense for the three months ended September 30, 2025 increased to $10.3 million, up from $8.4 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, non-interest expense totaled $28.8 million, compared to $23.6 million for the nine months ended September 30, 2024. The increase in 2025 was primarily attributed to the higher salaries and benefits, along with other operating expense.
Provision for income taxes
The Company reported a benefit for income taxes of $5,000 and $53,000 for the three and nine months ended September 30, 2025, respectively, compared to a provision for income taxes of $24.6 million and $23.8 million for the three and nine months ended September 30, 2024, respectively.
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Liquidity
The Company measures liquidity in two primary ratios: on-hand liquidity to total liabilities, and total liquidity to total liabilities. On-hand liquidity is comprised of interest-bearing cash and cash equivalents and unpledged available-for-sale securities. Total liquidity includes on-hand liquidity, plus total available credit lines, plus availability of brokered deposits which is subject to internal limitations. The Company monitors other metrics in addition to on-hand liquidity and total liquidity to manage concentration risk in certain types of liabilities.
The Company's on-hand liquidity and total liquidity ratios as of September 30, 2025 and December 31, 2024, are as follows:
| (In thousands) | September 30, 2025 | December 31, 2024 | |||||||||
| On-hand liquidity | |||||||||||
| Interest-bearing cash and cash equivalents | $ | 178,889 | $ | 144,273 | |||||||
| Available-for-sale securities, at fair value | 105,549 | 79,992 | |||||||||
| Less: pledged available-for-sale securities | (14,017) | (60,223) | |||||||||
| Total on-hand liquidity | 270,421 | 164,042 | |||||||||
| Borrowing capacity | |||||||||||
| FHLB borrowing capacity | 78,723 | 48,692 | |||||||||
| FRB borrowing capacity | 8,584 | 64,742 | |||||||||
| Unsecured credit lines from correspondent banks | — | 5,000 | |||||||||
| Brokered deposit capacity | 58,316 | 69,702 | |||||||||
| Total borrowing capacity | 145,623 | 188,136 | |||||||||
| Less: used borrowing capacity | |||||||||||
| FHLB capacity used (including the standby letter of credit) | (45,671) | (48,459) | |||||||||
| FRB capacity used | — | — | |||||||||
| Outstanding brokered deposits | (58,316) | (69,702) | |||||||||
| Total used borrowing capacity | (103,987) | (118,161) | |||||||||
| Total liquidity | $ | 312,057 | $ | 234,017 | |||||||
| Total liabilities | $ | 855,731 | $ | 1,008,027 | |||||||
| On-hand liquidity to total liabilities | 31.60 | % | 16.27 | % | |||||||
| Total liquidity to total liabilities | 36.47 | % | 23.22 | % | |||||||
On-hand liquidity increased $106.4 million from December 31, 2024 to September 30, 2025 primarily driven by higher cash balances maintained after the completion of the Private Placement as the risk of deposit flight subsided.
Liquidity is a measure of the Company’s ability to generate adequate cash to meet its financial obligations. The principal cash requirements of a financial institution are to cover downward fluctuations in deposit accounts. Management believes the Company’s liquid assets are sufficient to cover probable and reasonable fluctuations in deposit accounts, and to meet other anticipated operational cash requirements at the Bank.
The Private Placement on March 20, 2025 and August 29, 2025, provided additional liquidity to both the Bank and the Company and alleviated the liquidity risk. The Private Placement provided additional operating cash to the Bank and the Company.
Net cash provided by operating activities decreased by $15.4 million for the nine months ended September 30, 2025 compared to the three months ended September 30, 2024. Within this activity there was an increase in originations of loans held for sale and proceeds from sale of assets held for sale. This activity is primarily related to the Digital Payments Division credit card loans. This program started in the third quarter of 2023 and continues today. The activity generates non-interest income and only requires short term liquidity as the loans are originated and expected to be sold within three days.
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Net cash provided by investing activities increased by $11.5 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase is primarily due to higher payments received on loans receivable portfolio.
Net cash used by financing activities increased by $36.5 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decrease is primarily due to utilizing the proceeds from the Common and Preferred stock issuances and excess cash to lower deposits. This was offset by lower repayments on FHLB advances, net as the Bank did not require as much FHLB funding due to the net cash provided by lower loan originations and loan purchases.
Management manages its capital resources by seeking to maintain a capital structure that will ensure an adequate level of capital to support anticipated asset growth and absorb potential losses while effectively leveraging capital to enhance profitability and return to shareholders. Dividends have not been paid to shareholders since 2020.
The primary source of liquidity at the Company is returns of capital from the Bank. The Private Placement provided liquidity to the Company for future debt service and payment of expenses. The capital returns from the Bank are subject to OCC approval and are needed periodically to provide funds needed to service debt payments at the Company.
Regulatory Capital Requirements
The following tables illustrate the Company’s and the Bank’s regulatory capital ratios at September 30, 2025 and December 31, 2024:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Patriot National Bancorp, Inc. | Patriot Bank, N.A. | Patriot National Bancorp, Inc. | Patriot Bank, N.A. | |||||||||||||||||||||||||||||||||||||||||||||||
| (Dollar amounts in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||||||||||||||||||||||||||
| Total Capital (to risk weighted assets) | $ | 130,042 | 21.29 | % | $ | 117,368 | 19.19 | % | $ | 44,534 | 6.07 | % | $ | 56,536 | 7.71 | % | ||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | — | — | % | 70,327 | 11.50 | % | — | — | % | 84,306 | 11.50 | % | ||||||||||||||||||||||||||||||||||||||
| Tier 1 Capital (to risk weighted assets) | 117,701 | 19.27 | % | 113,374 | 18.54 | % | 33,545 | 4.57 | % | 55,546 | 7.58 | % | ||||||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | — | — | % | 61,154 | 10.00 | % | — | — | % | 73,309 | 10.00 | % | ||||||||||||||||||||||||||||||||||||||
| Common Equity Tier 1 Capital (to risk weighted assets) | 109,701 | 17.96 | % | 113,374 | 18.54 | % | 25,545 | 3.48 | % | 55,546 | 7.58 | % | ||||||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | — | — | % | 61,154 | 10.00 | % | — | — | % | 73,309 | 10.00 | % | ||||||||||||||||||||||||||||||||||||||
| Tier 1 Leverage Capital (to average assets) | 117,701 | 12.42 | % | 113,374 | 11.95 | % | 33,545 | 3.50 | % | 55,546 | 5.79 | % | ||||||||||||||||||||||||||||||||||||||
| Individual minimum capital ratio | — | — | % | 85,356 | 9.00 | % | — | — | % | 86,306 | 9.00 | % | ||||||||||||||||||||||||||||||||||||||
Capital adequacy is one of the most important factors used to determine the safety and soundness of individual banks and the banking system. Under the regulatory framework for prompt correction action, to be considered “well capitalized,” an institution must generally have a leverage capital ratio of at least 5.0%, Common Equity Tier 1 (“CET1”) capital ratio at least 6.5%, a Tier 1 risk-based capital ratio of at least 8.0% and a total risk-based capital ratio of at least 10%. However, the OCC has the discretion to require increased capital ratios.
On April 17, 2024, based on its supervisory profile, the Bank was notified by the OCC that it established individual minimum capital ratios (“IMCR”) for the Bank. Specifically, the Bank is required to maintain the following ratios: a common equity tier 1 capital ratio of 10.00%, a Tier 1 capital ratio of 10.00%, a Tier 1 leverage ratio of 9.00% and a total capital ratio of 11.50%.
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As of December 31, 2024, the Bank did not meet any of its regulatory capital requirements.
On January 14, 2025, the Bank entered into an agreement with the OCC, pursuant to which the Bank agreed, through its board of directors to take certain actions in the areas of strategic planning, capital planning, Bank Secrecy Act / Anti-Money Laundering risk management, payment activities oversight, credit administration and concentrations risk management. The Bank’s Board appointed a Compliance Committee in January 2025, as required, to oversee the progress and compliance with the OCC Agreement.
On January 17, 2025, the OCC notified the Bank that, in connection with the entry into the OCC Agreement, the individual minimum capital ratios previously established on April 17, 2024 for the Bank has been terminated. The same minimum capital ratios were re-established within the OCC Agreement under its Capital Plan and Higher Minimums Articles so that all capital requirements are governed by the OCC Agreement. Under these provisions, the Bank must maintain, on an ongoing basis, a common equity tier 1 capital ratio of 10.00%, a Tier 1 capital ratio of 10.00%, a Tier 1 leverage ratio of 9.00% and a total capital ratio of 11.50%.
As of September 30, 2025, the Private Placement proceeds were utilized to infuse $60.5 million in capital into the Bank which resulted in capital ratios that are in excess of the minimums required by the OCC Agreement.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
Market risk is defined as the sensitivity of income to fluctuations in interest rates, foreign exchange rates, equity prices, commodity prices and other market-driven rates or prices. The Company’s market risk is primarily limited to interest rate risk.
The Company’s goal is to maximize long term profitability while minimizing its exposure to interest rate fluctuations. The first priority is to structure and price the Company’s assets and liabilities to maintain an acceptable interest rate spread while reducing the net effect of changes in interest rates. In order to accomplish this, the focus is on maintaining a proper balance between the timing and volume of assets and liabilities re-pricing within the balance sheet. One method of achieving this balance is to originate variable rate loans for the portfolio and purchase short-term investments to offset the increasing short-term re-pricing of the liability side of the balance sheet. In fact, a number of the interest-bearing deposit products have no contractual maturity. Therefore, deposit balances may run off unexpectedly due to changing market conditions. Additionally, loans and investments with longer term rate adjustment frequencies can be matched against longer term deposits and borrowings to lock in a desirable spread.
The exposure to interest rate risk is monitored by the Management Asset and Liability Committee consisting of senior management personnel. The Committee reviews the interrelationships within the balance sheet to maximize net interest income within acceptable levels of risk. This Committee reports to the Board of Directors. In addition to the Management Asset and Liability Committee, there is a Board Asset and Liability Committee (“ALCO”), which meets quarterly. ALCO monitors the interest rate risk analyses, reviews investment transactions during the period and determines compliance with the Company’s Investment, ALCO and Liquidity policies.
Management analyzes the Company’s interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income simulation and gap analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest sensitive.” An asset or liability is said to be interest sensitive within a specific time period if it will mature or reprice within that time period.
Management’s goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income. Interest income simulations are completed quarterly and presented to ALCO. The simulations provide an estimate of the impact of changes in interest rates on net interest income under a range of assumptions. Changes to these assumptions can significantly affect the results of the simulations. The simulation incorporates assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates.
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Simulation analysis is only an estimate of the Company’s interest rate risk exposure at a particular point in time. Management regularly reviews the potential effect changes in interest rates could have on the repayment of rate-sensitive assets and funding requirements of rate-sensitive liabilities.
The tables below set forth examples of changes in estimated net interest income and the estimated net portfolio value based on projected scenarios of interest rate increases and decreases. The analyses indicate the rate risk embedded in the Company’s portfolio at the dates indicated should all interest rates instantaneously rise or fall. The results of these changes are added to or subtracted from the base case; however, there are certain limitations to these types of analyses. Rate changes are rarely instantaneous and these analyses may therefore overstate the impact of short-term repricings. In certain low interest rate environments, the calculated effects of the 100 and 200 basis point downward shocks cannot absolutely reflect the risk to earnings and equity, since the interest rates on certain balance sheet items have approached their minimums. Therefore, it is not possible for the analyses to fully measure the true impact of these downward shocks.
| Net Portfolio Value - Performance Summary | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | As of September 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Projected Interest Rate Scenario | Estimated Value | Change from Base ($) | Change from Base (%) | Estimated Value | Change from Base ($) | Change from Base (%) | ||||||||||||||||||||||||||||||||
| +200 | $ | 135,836 | $ | (7,878) | (5.48) | % | $ | 87,800 | $ | (10,733) | (10.89) | % | ||||||||||||||||||||||||||
| +100 | 141,194 | (2,520) | (1.75) | % | 94,983 | (3,550) | (3.60) | % | ||||||||||||||||||||||||||||||
| BASE | 143,714 | — | — | 98,533 | — | — | ||||||||||||||||||||||||||||||||
| -100 | 144,471 | 756 | 0.53 | % | 98,886 | 353 | 0.36 | % | ||||||||||||||||||||||||||||||
| -200 | 143,745 | 31 | 0.02 | % | 96,159 | (2,374) | (2.41) | % | ||||||||||||||||||||||||||||||
| Net Interest Income - Performance Summary | ||||||||||||||||||||||||||||||||||||||
| (In thousands) | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||
| Projected Interest Rate Scenario | Estimated Value | Change from Base ($) | Change from Base (%) | Estimated Value | Change from Base ($) | Change from Base (%) | ||||||||||||||||||||||||||||||||
| +200 | $ | 25,700 | $ | 439 | 1.74 | % | $ | 28,274 | $ | 79 | 0.28 | % | ||||||||||||||||||||||||||
| +100 | 25,615 | 354 | 1.40 | % | 28,403 | 208 | 0.74 | % | ||||||||||||||||||||||||||||||
| BASE | 25,261 | — | — | 28,195 | — | — | ||||||||||||||||||||||||||||||||
| -100 | 25,193 | (68) | (0.27) | % | 28,295 | 100 | 0.35 | % | ||||||||||||||||||||||||||||||
| -200 | 25,170 | (91) | (0.36) | % | 28,679 | 484 | 1.72 | % | ||||||||||||||||||||||||||||||
Impact of Inflation and Changing Prices
The Company’s Consolidated Financial Statements have been prepared in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effect of general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the prices of goods and services. Notwithstanding this, inflation can directly affect the value of loan collateral, in particular, real estate. Inflation, deflation or disinflation could significantly affect the Company’s earnings in future periods.
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Item 4: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Patriot maintains disclosure controls and procedures that are designed to provide reasonable assurance that information that is required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to management in a timely fashion.
Patriot’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of its disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, Patriot’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, Patriot’s disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the Company’s fiscal quarter ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Limitations on the Effectiveness of Controls
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In addition, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and/or procedures may deteriorate.
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PART II - OTHER INFORMATION
Item 1: Legal Proceedings
Patriot does not have any pending legal proceedings, other than ordinary routine litigation, incidental to its business, to which Patriot is a party or any of its property is subject. Management is of the opinion that the ultimate disposition of these routine legal matters will not have a material adverse effect on the consolidated financial condition, results of operations, or liquidity of Patriot.
Item 5: Other Information
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ITEM 6: Exhibits
The exhibits marked with the section symbol (#) are interactive data files.
| No. | Description | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 9, 2025) | |||||||
| 3.2 | Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 19, 2025) | |||||||
| 3.3 | Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 8, 2025) | |||||||
| 10.1 | Form of Agreement by and between Patriot Bank, National Association and the Office of the Comptroller of the Currency (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 21, 2025) | |||||||
| 10.2 | Amendment to the 8.5% Fixed Rate Senior Notes Due 2026, dated February 14, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on April 14, 2025) | |||||||
| 10.3 | Amendment to the 8.5% Fixed Rate Senior Notes Due 2026, dated March 15, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on April 14, 2025) | |||||||
| 10.4 | Amendment to the 6.25% Fixed to Floating Subordinated Note due June 30, 2028, dated March 17, 2025 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on April 14, 2025) | |||||||
| 10.5 | Form of Securities Purchase Agreement with Lead Investors (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 20, 2025) | |||||||
| 10.6 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 20, 2025) | |||||||
| 10.7 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 21, 2025) | |||||||
| 10.8 | 2025 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 21, 2025) | |||||||
| 10.9 | Form of Securities Purchase Agreement by and among Patriot National Bancorp, Inc. and the Investors. dated June 3, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 4, 2025) | |||||||
| 11.1 | Securities Purchase Agreement dated July 26, 2025, by and between the Company and Unity Bancorp Inc.(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 5, 2025) | |||||||
| 11.2 | Securities Purchase Agreement dated July 26, 2025, by and between the Company and American Bank Incorporated (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 5, 2025) | |||||||
| 31(1) | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer | |||||||
| 31(2) | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer | |||||||
| 32* | Section 1350 Certifications | |||||||
| 101.INS# | Inline XBRL Instance Document | |||||||
| 101.SCH# | Inline XBRL Schema Document | |||||||
| 101.CAL# | Inline XBRL Calculation Linkbase Document | |||||||
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| 101.LAB# | Inline XBRL Labels Linkbase Document | |||||||
| 101.PRE# | Inline XBRL Presentation Linkbase Document | |||||||
| 101.DEF# | Inline XBRL Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL and contained in Exhibit 101) | |||||||
The exhibits marked with the section symbol (#) are interactive data files.
*The certification is being furnished and shall not be deemed filed.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 14, 2025 | Patriot National Bancorp, Inc. (Registrant) | |||||||
| By: | /s/ Carlos P. Salas | |||||||
| Carlos P. Salas | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
(Principal Financial Officer) | ||||||||
| By: | /s/ Steven Sugarman | |||||||
| Steven Sugarman | ||||||||
| President and Chief Executive Officer | ||||||||
(Principal Executive Officer) | ||||||||
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Patriot Natl
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