Patriot National Bancorp grants CFO $800K stock award

An existing RSU award has 333,333 RSUs immediately vested, while 333,334 unvested RSUs are scheduled to vest May 1, 2027.

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Form Type

Rhea-AI Filing Summary

Patriot National Bancorp Inc. granted EVP and Chief Financial Officer Carlos P. Salas, a director, 938,857 shares of restricted stock on October 28, 2026, valued at $800,000 under its 2025 Omnibus Equity Incentive Plan. The shares vest in full on March 31, 2027, subject to his continued employment; reported direct common-stock holdings after the grant were 1,148,507 shares.

The committee also amended Salas’s existing RSU award: 333,333 RSUs, originally scheduled to vest April 30, 2027, became vested and nonforfeitable on October 28, 2026. The remaining 333,334 unvested RSUs are scheduled to vest May 1, 2027, rather than April 30, 2028; the total RSU balance remains 741,650. The report also lists 1,333,334 common shares held by HECA Management LLC, whose managing member is Salas, who is deemed to hold sole voting and dispositive power over those securities.

Insider Trade Summary

Grant/Award: 938,857 shares

Grant/Award 3 txns

Insider Salas Carlos P

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	938,857	$0.8521	$800K
holding	Restricted Stock Units ^F3	--	--	--
holding	Common Stock ^F2	--	--	--

Holdings After Transaction: Common Stock — 1,148,507 shares (Direct); Restricted Stock Units — 741,650 contracts (Direct); Common Stock — 1,333,334 shares (Indirect, By HECA Management LLC)

Footnotes (3)

F1. On October 28, 2026, the Issuer's Compensation, Nominating and Governance Committee (the "Committee") granted the Reporting Person 938,857 shares of restricted stock under the Issuer's 2025 Omnibus Equity Incentive Plan. The award was valued at $800,000 based on the closing price of the Issuer's common stock on the grant date. The shares vest in full on March 31, 2027, subject to the Reporting Person's continued employment through that date.
F2. HECA Management LLC ("HECA Management") purchased the securities described herein as part of the $57.75 million private placement of the Issuer that was completed on March 20, 2025. The Reporting Person is the managing member of HECA Management and is deemed to hold sole voting and dispositive power over the securities held by HECA Management.
F3. On October 28, 2026, the Committee amended the reporting person's existing Restricted Stock Units ("RSUs") award, originally granted on April 30, 2025, to accelerate vesting as follows: (i) 333,333 RSUs became immediately vested and nonforfeitable as of October 28, 2026 (originally scheduled to vest on April 30, 2027), and (ii) the remaining 333,334 unvested RSUs will vest on May 1, 2027 (originally scheduled to vest on April 30, 2028). The Reporting Person's total RSU balance of 741,650 RSUs is unchanged and no RSUs were settled in connection with this vesting acceleration.

Key Figures

Restricted stock award: 938,857 shares Award valuation: $800,000 Direct common shares after grant: 1,148,507 shares +3 more

6 metrics

Restricted stock award 938,857 shares Granted October 28, 2026

Award valuation $800,000 Based on the issuer’s common-stock closing price on October 28, 2026

Direct common shares after grant 1,148,507 shares Reported after the October 28, 2026 grant

RSU balance 741,650 RSUs Balance remained unchanged after the vesting amendment

RSUs immediately vested 333,333 RSUs Became vested and nonforfeitable October 28, 2026

Remaining unvested RSUs 333,334 RSUs Scheduled to vest May 1, 2027

Key Terms

restricted stock, 2025 Omnibus Equity Incentive Plan, Restricted Stock Units, nonforfeitable

4 terms

restricted stock financial

"granted the Reporting Person 938,857 shares of restricted stock"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2025 Omnibus Equity Incentive Plan financial

"under the Issuer's 2025 Omnibus Equity Incentive Plan"

Restricted Stock Units financial

"amended the reporting person's existing Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

nonforfeitable financial

"became immediately vested and nonforfeitable"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What restricted stock award did PNBK CFO Carlos P. Salas receive?

Carlos P. Salas received 938,857 shares of restricted stock on October 28, 2026, valued at $800,000 under the 2025 Omnibus Equity Incentive Plan. The shares vest in full on March 31, 2027, subject to his continued employment.

How did PNBK change Carlos P. Salas’s RSU vesting schedule?

On October 28, 2026, 333,333 RSUs originally scheduled to vest April 30, 2027, became immediately vested and nonforfeitable. The remaining 333,334 unvested RSUs are scheduled to vest May 1, 2027, instead of April 30, 2028; the total balance remains 741,650 RSUs.

How many PNBK common shares are reported for Carlos P. Salas after the award?

The report lists 1,148,507 common shares held directly after the grant. It also lists 1,333,334 common shares held by HECA Management LLC, of which Salas is managing member and is deemed to hold sole voting and dispositive power.

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

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Available on EDGAR 10/30/2026 - 04:43 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:42 PM EDT

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Salas Carlos P

(Last)

(First)

(Middle)

C/O PATRIOT NATIONAL BANCORP, INC.

900 BEDFORD STREET

(Street)

STAMFORD

CONNECTICUT

06901

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2026		A⁽¹⁾		938,857	A	$0.8521⁽¹⁾	1,148,507	D
Common Stock								1,333,334	I	By HECA Management LLC⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock	⁽³⁾		741,650⁽³⁾	D

Explanation of Responses:

1. On October 28, 2026, the Issuer's Compensation, Nominating and Governance Committee (the "Committee") granted the Reporting Person 938,857 shares of restricted stock under the Issuer's 2025 Omnibus Equity Incentive Plan. The award was valued at $800,000 based on the closing price of the Issuer's common stock on the grant date. The shares vest in full on March 31, 2027, subject to the Reporting Person's continued employment through that date.

2. HECA Management LLC ("HECA Management") purchased the securities described herein as part of the $57.75 million private placement of the Issuer that was completed on March 20, 2025. The Reporting Person is the managing member of HECA Management and is deemed to hold sole voting and dispositive power over the securities held by HECA Management.

3. On October 28, 2026, the Committee amended the reporting person's existing Restricted Stock Units ("RSUs") award, originally granted on April 30, 2025, to accelerate vesting as follows: (i) 333,333 RSUs became immediately vested and nonforfeitable as of October 28, 2026 (originally scheduled to vest on April 30, 2027), and (ii) the remaining 333,334 unvested RSUs will vest on May 1, 2027 (originally scheduled to vest on April 30, 2028). The Reporting Person's total RSU balance of 741,650 RSUs is unchanged and no RSUs were settled in connection with this vesting acceleration.

	/s/ Carlos P. Salas	10/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR