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Patriot National Bancorp (PNBK) expands director indemnity and change-of-control severance

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Form Type
8-K

Rhea-AI Filing Summary

Patriot National Bancorp, Inc. updated its governance and executive protection framework through new indemnification and employment arrangements. The company entered into indemnification agreements with five directors, agreeing to cover legal expenses related to proceedings arising from their board service, including advancement of expenses to the fullest extent permitted by its charter, bylaws and applicable law.

The company also signed addenda to employment agreements for its President and Bank CEO, Chief Financial Officer, Chief Risk Officer and Chief Credit Officer, effective April 26, 2026. These addenda define severance terms for terminations without cause, for good reason and in connection with a change of control, including cash severance tied to compensation, pro rata bonus payments, continued health benefits, accelerated vesting of equity awards, and limits on payments that could trigger excise taxes under Sections 280G and 4999 of the Internal Revenue Code.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Indemnification agreement date April 27, 2026 Date company entered indemnification agreements with directors
Employment addenda date April 24, 2026 Date addenda to executive employment agreements were entered
Addenda effective date April 26, 2026 Effective date of amended executive employment terms
Exhibit 10.1 Addendum to Employment Agreement Covers President and Bank CEO Steven A. Sugarman
Exhibit 10.2 Addendum to Employment Agreement Covers CFO Carlos P. Salas
Exhibit 10.3 Addendum to Employment Agreement Covers Chief Risk Officer Angie Miranda
Exhibit 10.4 Addendum to Employment Agreement Covers Chief Credit Officer William Paul Simmons
Indemnification Agreements regulatory
"entered into indemnification agreements (the “Indemnification Agreements”) with each of"
Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.
change of control financial
"payable upon specified termination events, including termination without cause or for good reason and in connection with a change of control"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Sections 280G and 4999 of the Internal Revenue Code financial
"limit payments that would otherwise be subject to excise taxes under Sections 280G and 4999 of the Internal Revenue Code"
Connecticut Business Corporation Act regulatory
"permitted by the Company’s Certificate of Incorporation, Amended and Restated Bylaws and/or applicable law, including, but not limited to, the Connecticut Business Corporation Act"
12 C.F.R. Part 359 regulatory
"including, but not limited to, the Connecticut Business Corporation Act and 12 C.F.R. Part 359"
change of control severance financial
"compensation and benefits payable upon specified termination events… and in connection with a change of control"
Understanding 8-K Material Events →
false 0001098146 0001098146 2026-04-24 2026-04-24
 
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): April 24, 2026
 
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. ☐
 
 
 
 
Section 1 – Registrant’s Business and Operations
 
Item 1.01. Entry into a Material Definitive Agreement
 
Indemnification Agreements
 
On April 27, 2026, Patriot National Bancorp, Inc. (the “Company”) entered into indemnification agreements (the “Indemnification Agreements”) with each of Anahit Magzanyan, Jonathan Roth, Mario De Tomasi, Carlos P. Salas, and Jeffrey Seabold (collectively, the “Directors”), in connection with their service as directors of the Company.
 
Pursuant to the Indemnification Agreements, the Company agreed to indemnify each Director for expenses incurred in connection with any proceeding arising from or related to the Director’s service to the Company, including in cases where the Director has been wholly successful on the merits or otherwise in the defense of such proceeding, and, in other cases, provided that the Director conducted himself/herself in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and in the case of criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. The Indemnification Agreements also provide for advancement of expenses to each Director to the fullest extent permitted by the Company’s Certificate of Incorporation, Amended and Restated Bylaws and/or applicable law, including, but not limited to, the Connecticut Business Corporation Act and 12 C.F.R. Part 359.
 
The foregoing description of the Indemnification Agreements is qualified in its entirety by reference to the standard form of indemnification agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2024, which is incorporated herein by reference.
 
Section 5 – Corporate Governance and Management
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Addenda to Employment Agreements with Certain Officers
 
On April 24, 2026, the Company, entered into addenda effective April 26, 2026 (each, an “Addendum”, and collectively, the “Addenda”) to the employment agreements with each of Steven A. Sugarman, Carlos P. Salas, Angie Miranda and William Paul Simmons in their capacities as the Company’s President (and President and Chief Executive Officer of the Bank), Chief Financial Officer (and Chief Financial Officer of the Bank), Chief Risk Officer (and Chief Risk Officer of the Bank), and Chief Credit Officer (and Chief Credit Officer of the Bank), respectively (collectively, the “Employment Agreements”). Each Addendum amends the respective Employment Agreements to include compensation and benefits payable upon specified termination events, including termination without cause or for good reason and in connection with a change of control. The severance provisions in each Addendum include cash payments based on a multiple of each executive’s compensation, payment of accrued and pro rata bonus amounts, continued health benefits for a specified period, and accelerated vesting of equity awards. Each Addendum also includes a provision to limit payments that would otherwise be subject to excise taxes under Sections 280G and 4999 of the Internal Revenue Code. The Addenda were approved by the Company’s Compensation Committee of the Board of Directors and the Company’s Board of Directors.
 
The foregoing description of the Addenda is qualified in its entirety by reference to each Addendum, copies of which are attached as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
Description
   
10.1
Addendum to Employment Agreement, effective as of April 26, 2026, by and between Patriot National Bancorp, Inc. and Steven A. Sugarman
   
10.2
Addendum to Employment Agreement, effective as of April 26, 2026, by and between Patriot National Bancorp, Inc. and Carlos P. Salas
   
10.3
Addendum to Employment Agreement, effective as of April 26, 2026, by and between Patriot National Bancorp, Inc. and Angie Miranda
   
10.4
Addendum to Employment Agreement, effective as of April 26, 2026, by and between Patriot National Bancorp, Inc. and Willim Paul Simmons
   
104
Cover Page Interactive Data File, formatted XBRL Document
 
 
 
 
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.
April 27, 2026
By:
/s/ Carlos P. Salas
Name: Carlos P. Salas
Title: Chief Financial Officer
 
 

Source: View Original Filing on SEC EDGAR

FAQ

What governance changes did Patriot National Bancorp (PNBK) make in this 8-K?

Patriot National Bancorp implemented new director indemnification agreements and amended key executive employment contracts. The updates clarify protection for directors in legal proceedings and formalize severance, change-of-control, and benefit terms for top officers under specified termination scenarios approved by the board and compensation committee.

Which directors received new indemnification agreements at Patriot National Bancorp (PNBK)?

Indemnification agreements were entered into with Anahit Magzanyan, Jonathan Roth, Mario De Tomasi, Carlos P. Salas and Jeffrey Seabold. These agreements cover expenses from proceedings tied to their board service, subject to good-faith conduct standards and, for criminal matters, no reasonable cause to believe their conduct was unlawful.

Which executives at Patriot National Bancorp (PNBK) had employment addenda approved?

Addenda were approved for Steven A. Sugarman (President and Bank CEO), Carlos P. Salas (CFO), Angie Miranda (Chief Risk Officer) and William Paul Simmons (Chief Credit Officer). Each addendum revises severance, bonus treatment, health benefits, and equity vesting terms upon certain termination events and change-of-control situations.

How do the new PNBK employment addenda handle severance and benefits?

Each addendum provides cash severance based on a multiple of the executive’s compensation, payment of accrued and pro rata bonus amounts, continued health benefits for a defined period, and accelerated vesting of equity awards, when specified termination events occur, including termination without cause, for good reason or tied to a change of control.

How does Patriot National Bancorp (PNBK) limit potential excise taxes on executive payouts?

Each employment addendum contains a provision limiting payments that would otherwise be subject to excise taxes under Internal Revenue Code Sections 280G and 4999. This mechanism is designed so that change-of-control and severance benefits do not trigger or minimize so-called golden parachute excise tax exposure for the executives.

Filing Exhibits & Attachments

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Agreements & Contracts

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