Patriot National Bancorp (PNBK) wins approval for 1-for-10 to 1-for-20 reverse split

Rhea-AI Filing Summary

Patriot National Bancorp, Inc. reported results of its 2026 Annual Meeting of Shareholders. Shareholders elected seven directors to serve until the next annual meeting, with each nominee receiving a clear majority of votes cast, while broker non-votes were recorded on each director election.

Shareholders also authorized the Board to amend the certificate of incorporation to implement a reverse stock split of all issued and outstanding common shares at a ratio between 1‑for‑10 and 1‑for‑20. The Board may choose the exact ratio and timing in its sole discretion within one year of approval. In addition, shareholders ratified the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2026. There were 117,085,713 shares of voting common stock outstanding and entitled to vote as of the April 7, 2026 record date, and shareholders representing approximately 76.7% of these shares were present in person or by proxy.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 117,085,713 shares Shareholder participation: 76.7% Reverse split range: 1-for-10 to 1-for-20 +4 more

7 metrics

Shares entitled to vote 117,085,713 shares Voting common stock outstanding as of April 7, 2026 record date

Shareholder participation 76.7% Percent of outstanding voting common stock represented at meeting

Reverse split range 1-for-10 to 1-for-20 Authorized ratio range for reverse stock split of common stock

Reverse split votes for 89,535,129 votes Votes in favor of reverse stock split authorization

Reverse split votes against 213,141 votes Votes against reverse stock split authorization

Auditor ratification votes for 89,746,398 votes Votes in favor of ratifying Baker Tilly US, LLP for 2026

Director vote example 62,999,665 votes for Votes for director nominee Steven A. Sugarman

Key Terms

reverse stock split, Annual Meeting of Shareholders, Broker Non-Votes, independent registered public accounting firm

4 terms

reverse stock split financial

"to effect a reverse stock split of all issued and outstanding shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Annual Meeting of Shareholders regulatory

"held its 2026 Annual Meeting of Shareholders (the “Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Broker Non-Votes regulatory

"Withheld | | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"to serve as the independent registered public accounting firm for the Company"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/26/2026 - 04:06 PM Learn about SEC filing dates

FAQ

What did Patriot National Bancorp (PNBK) shareholders approve at the 2026 Annual Meeting?

Shareholders elected seven directors, authorized the Board to implement a reverse stock split between 1-for-10 and 1-for-20, and ratified Baker Tilly US, LLP as independent auditor for 2026. All proposals received sufficient votes for approval.

What reverse stock split range did Patriot National Bancorp (PNBK) shareholders authorize?

Shareholders authorized a reverse stock split in a range of 1-for-10 to 1-for-20 of all issued and outstanding common shares. The Board may choose the exact ratio and timing within one year of the approval date, in its sole discretion.

How many Patriot National Bancorp (PNBK) shares were entitled to vote at the 2026 meeting?

A total of 117,085,713 shares of voting common stock were outstanding and entitled to vote as of the April 7, 2026 record date. Shareholders representing approximately 76.7% of these shares were present in person or by proxy.

Who was elected to the Patriot National Bancorp (PNBK) Board of Directors in 2026?

Seven directors were elected: Steven A. Sugarman, Carlos P. Salas, Edward N. Constantino, Anahit Magzanyan, Mario De Tomasi, Jonathan Roth, and Jeffrey Seabold. Each will serve until the next annual meeting and until a successor is duly elected and qualified.

Which auditing firm did Patriot National Bancorp (PNBK) shareholders ratify for 2026?

Shareholders ratified Baker Tilly US, LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification vote received 89,746,398 shares for, 15,549 against, and 13,230 abstentions, with no broker non-votes reported.

How strong was support for Patriot National Bancorp (PNBK)’s reverse stock split authorization?

The reverse stock split authorization received 89,535,129 votes for, 213,141 against, and 26,907 abstentions, with no broker non-votes. This indicates substantial shareholder support for giving the Board flexibility to implement a reverse split within the approved range.

false 0001098146 0001098146 2026-05-20 2026-05-20

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): May 20, 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)

900 Bedford Street

Stamford, Connecticut 06901

(Address of Principal Executive Offices) (Zip Code)

(203) 252-5900

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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 5.07 Submission of Matters to a Vote of Security Holders.

On May 20, 2026, Patriot National Bancorp, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Meeting”). On the record date of April 7, 2026, there were 117,085,713 shares of voting common stock outstanding and entitled to vote at the Meeting. A majority of the shareholders of the Company, which beneficially owned approximately 76.7% of its outstanding voting common stock, were represented in person or by proxy at the Meeting. The matters listed below were submitted to a vote of the shareholders and each of them was approved at the Meeting. 

The final results of the shareholders’ votes are as follows:

Proposal 1 – Election of Directors.

The following seven directors were each elected at the Meeting to serve as a director, until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified, based upon the following votes:

Nominee		For				Withheld				Broker Non-Votes
Steven A. Sugarman			62,999,665				140,897				26,634,615
Carlos P. Salas			54,030,335				9,110,227				26,634,615
Edward N. Constantino			56,470,136				6,670,426				26,634,615
Anahit Magzanyan			62,859,130				281,432				26,634,615
Mario De Tomasi			62,608,534				532,028				26,634,615
Jonathan Roth			62,923,733				216,829				26,634,615
Jeffrey Seabold			54,166,726				8,973,836				26,634,615

Proposal 2 – Authorization of the Board to Amend the Company’s Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split.‐‐

The shareholders approved the authorization of the Board to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of all issued and outstanding shares of the Company’s common stock at a ratio within the range of 1-for-10 to 1-for-20, with the specific ratio and timing to be determined by the Board in its sole discretion within one (1) year of the date of shareholder approval, based on the following votes:

For			Against				Abstentions/Withheld				Broker Non-Votes
89,535,129				213,141				26,907				—

Proposal 3 – Ratification of the Appointment of Independent Registered Accounting Firm.

The appointment of Baker Tilly US, LLP to serve as the independent registered public accounting firm for the Company for the year ending December 31, 2026 was ratified based on the following votes:

For			Against				Abstentions/Withheld				Broker Non-Votes
89,746,398				15,549				13,230				—

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.
May 26, 2026	By:	/s/ Carlos P. Salas
		Name: Carlos P. Salas
		Title: Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB