Patriot National (PNBK) awards 1,000,000 restricted stock units to executive

Rhea-AI Filing Summary

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

Positive

• 1,000,000 RSU grant aligns the EVP & Chief Credit Officer with long-term shareholder value through multi-year vesting
• Vesting spread over three years encourages retention and sustained performance

Negative

• Potential dilution from 1,000,000 shares; the filing does not disclose total outstanding shares or percentage dilution
• Insufficient valuation context—the Form 4 does not provide grant fair value or impact on equity compensation expense

Insights

Corporate Governance Expert

TL;DR: A large multi-year RSU grant to a senior officer aligns incentives but creates potential dilution and warrants disclosure of total share count for context.

The grant of 1,000,000 RSUs to the EVP & Chief Credit Officer ties compensation to long-term equity performance through three-year vesting, which can support retention and alignment with shareholders. The filing states the award is effective April 30, 2025 with vesting in three equal annual installments beginning one year after the award date. The submission discloses the amount but does not provide the company’s total outstanding shares or dilution impact, which limits assessment of materiality. From a governance perspective, shareholders typically expect context on the grant’s size relative to outstanding equity and peer pay practices.

Compensation & Securities Analyst

TL;DR: The RSU grant is a substantive compensation action but its investor impact is unclear without share count or grant valuation.

The Form 4 shows a reportable award of 1,000,000 restricted stock units vesting over three years and identifies the reporting person as an executive officer (EVP & Chief Credit Officer). This structure is typical for long-term incentive pay and may motivate executive retention and performance. The filing does not state any exercise price (RSUs typically have no exercise price) nor provide fair-value, grant-date valuation, or company-wide equity run-rate, so evaluating cost, dilution, and accounting impact requires additional disclosure from proxy or Form 8-K materials.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Simmons William Paul

(Last) (First) (Middle)

C/O PATRIOT NATIONAL BANCORP, INC.

900 BEDFORD STREET

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PATRIOT NATIONAL BANCORP INC [ PNBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2025		A		1,000,000(1)	A	(1)	1,000,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On August 13, 2025, the Reporting Person received an award agreement effective as of April 30, 2025 granting Restricted Stock Units equal to 1,000,000 shares of Common Stock, which will vest in three equal installments on each of the first three anniversaries of the award date.

Remarks:

	/s/ William Paul Simmons	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did William Paul Simmons receive according to the PNBK Form 4?

The filing states Mr. Simmons was granted 1,000,000 Restricted Stock Units effective April 30, 2025, reported on August 13, 2025.

How do the granted RSUs vest per the Form 4 for PNBK?

The RSUs vest in three equal installments on each of the first three anniversaries of the award date.

What position does the reporting person hold at PNBK?

The Form 4 identifies the reporting person as an EVP & Chief Credit Officer and an officer of the company.

Does the Form 4 show the price or valuation of the RSU award?

No. The filing reports the number of RSUs (1,000,000) and vesting schedule but does not include grant valuation or per-share price.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed by William Paul Simmons on 08/14/2025.