[8-K] Patriot National Bancorp Inc Reports Material Event

Rhea-AI Filing Summary

Patriot National Bancorp, Inc. issued $12,000,000 of 8.50% Fixed Rate Senior Notes due 2026. Amendments tied to a March 20, 2025 private placement allowed the company to permit noteholder conversions to common stock and to repay outstanding principal early without penalty. Certain noteholders converted portions of principal and unpaid interest into common stock, leaving an aggregate unpaid balance of $3,081,380.97 as of September 5, 2025. On September 5, 2025 the Company repaid that remaining amount in cash, and states that all commitments and obligations under the Senior Notes have been satisfied in full. The filing notes that descriptions of the Senior Notes and Amendments are qualified by the referenced exhibits filed previously.

Positive

• Outstanding Senior Notes fully satisfied: the company repaid the remaining $3,081,380.97 in cash and states all obligations under the Senior Notes are satisfied in full.
• Amendments provided flexibility: the March 20, 2025 amendments allowed conversions to equity and penalty-free prepayment, enabling the reductions and final repayment.
• Partial conversion to equity occurred: certain noteholders converted outstanding principal and unpaid interest into common stock, reducing cash obligations.

Negative

• None.

Insights

Financial Analyst

TL;DR: Debt fully extinguished after conversions and cash repayment, reducing future interest obligations.

The company completed mechanisms enabled by the March 20, 2025 amendments: noteholder conversions lowered outstanding principal and unpaid interest to $3,081,380.97, which was paid in cash on September 5, 2025. This action eliminates remaining obligations under the 8.50% Senior Notes due 2026, removing associated fixed interest expense and contractual covenants tied to that instrument as described in the filing. The filing does not disclose the cash source for repayment or any balance sheet impact; those details remain in the referenced exhibits and prior filings.

Corporate Governance Expert

TL;DR: Amendments provided flexibility and conversion rights that materially altered creditor-equity mix and ended the issuer's obligations.

The amendments implemented in connection with the March 20, 2025 private placement authorized conversions of principal and unpaid interest into common stock and permitted penalty-free prepayment. The result, per the filing, was conversions plus a cash repayment of $3,081,380.97 to remaining noteholders on September 5, 2025, after which the company states all Senior Notes obligations are satisfied. The filing references prior exhibits for the full terms and does not add new governance actions beyond those amendments.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2025

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut		000-29599		06-1559137
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

900 Bedford Street, Stamford, Connecticut		06901
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (203) 252-5900

(Former name or former address, if changed since last report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PNBK		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

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. 

Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed, on December 21, 2022, Patriot National Bancorp, Inc. (the “Company”) completed the issuance and sale of $12,000,000 in aggregate principal amount of 8.50% Fixed Rate Senior Notes due 2026 (the “Senior Notes”). In connection with the Company’s $57.75 million private placement completed on March 20, 2025, certain amendments to the Senior Notes became effective (the “Amendments”). Pursuant to the Amendments, among other things, at any time prior to the maturity date of the Senior Notes, the Company may repay any amount of the outstanding principal amount of the Senior Notes without penalty.

As a result of the conversion on and after March 20, 2025 by certain noteholders of the outstanding principal and unpaid interest balances due under their Senior Notes into shares of the Company’s common stock, par value $0.01 per share, as permitted under the Amendments, the aggregate amount of principal and unpaid interest due under the Senior Notes was $3,081,380.97 as of September 5, 2025.

On September 5, 2025, the Company repaid to the remaining noteholders this amount in cash and thus all of the Company’s commitments and obligations under the Senior Notes have been satisfied in full.

The foregoing summary of the Senior Notes and Amendments does not purport to be complete and is subject to, and qualified in its entirety by reference to the Senior Notes, which were filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 21, 2022, and the Amendments, which were filed as Exhibits 10.4 and 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on April 15, 2025, and are incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Patriot National Bancorp, Inc.
September 11, 2025		By: /s/ Carlos P. Salas
		Name: Carlos P. Salas Title: Chief Financial Officer

FAQ

What was the original size and coupon of the Senior Notes (PNBK)?

The Senior Notes were originally $12,000,000 in aggregate principal amount with an 8.50% fixed interest rate maturing in 2026.

How much remained outstanding and when was it repaid?

As of September 5, 2025 the aggregate principal and unpaid interest outstanding was $3,081,380.97, and the company repaid that amount in cash on that date.

What changes did the March 20, 2025 amendments make to the Senior Notes?

The amendments allowed certain noteholders to convert outstanding principal and unpaid interest into common stock and permitted the company to prepay outstanding principal prior to maturity without penalty.

Did conversions of the Senior Notes occur?

Yes. The filing states that certain noteholders converted outstanding principal and unpaid interest into common stock on and after March 20, 2025, as permitted under the amendments.

Where can I find the full terms of the Senior Notes and the Amendments?

The filing references the Senior Notes filed as Exhibit 4.1 to the Company’s Current Report dated December 21, 2022 and the Amendments filed as Exhibits 10.4 and 10.5 to the Annual Report for the year ended December 31, 2024.