[Form 4] Patriot National Bancorp Inc Insider Trading Activity

Rhea-AI Filing Summary

Patriot National Bancorp, Inc. (PNBK) – Form 4 insider filing

President & CEO Steven Sugarman, reporting through the Steven and Ainslie Sugarman Living Trust, disclosed the automatic conversion on 3 July 2025 of the Trust’s entire holding of Series A Preferred Stock into common equity.

• Preferred stock retired: 25,000 Series A shares (19,167 originally purchased in the March 20 2025 private placement plus 5,833 received as fee reimbursement).
• Resulting equity: The conversion generated 2,000,000 Non-Voting Common shares. These were immediately converted, on a one-for-one basis and subject to a 9.99 % ownership cap, into 2,000,000 Voting Common shares.
• Transaction code “C” (conversion) – no cash paid at conversion; original preferred purchase price was $0.75 per underlying common share equivalent.
• Post-transaction position: The Trust now holds 2,000,000 Voting Common shares directly, with no remaining derivative (preferred or non-voting) position.

The filing simplifies the capital structure by eliminating Series A Preferred Stock and increases the CEO’s direct voting stake, potentially aligning management and shareholder interests. However, the issuance of 2 million new voting shares adds dilution to the outstanding common share base (exact percentage impact cannot be calculated from the filing because total shares outstanding is not disclosed).

Positive

• Removal of Series A Preferred Stock eliminates a senior security with a $60 liquidation preference, simplifying the capital structure.
• Insider ownership now in voting common shares, improving alignment between CEO incentives and shareholder returns.

Negative

• Issuance of 2 million new voting shares creates dilution for existing common shareholders.
• Greater voting influence of the CEO may heighten governance concerns for minority investors despite the 9.99 % cap.

Insights

Securities Analyst

TL;DR: CEO converts 25k preferred into 2 M voting shares; dilution rises but preferred overhang removed.

The automatic conversion eliminates an expensive $60-liquidation-preference class and replaces it with common equity, removing priority claims ahead of common shareholders. From a governance standpoint, Sugarman now has voting power tied directly to common performance, which may better align incentives. The 2 million new voting shares will marginally dilute existing holders; without outstanding share data, magnitude is unclear but the 9.99 % cap limits any single-holder concentration risk. Market impact should be modest because the preferred was already convertible and the conversion terms were disclosed at the March private placement.

Corporate Governance Expert

TL;DR: Preferred removal cleans structure; insider’s voting stake increases within 9.99 % limit.

Replacing preferred with voting common stock simplifies governance, eliminates a liquidation preference, and increases transparency of insider ownership. Because the trust cannot exceed 9.99 % of voting power, no change in control risk emerges. Nevertheless, the insider’s enhanced voting position could influence board dynamics. The move is expected and not inherently value-accretive; impact is therefore neutral.

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
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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^*

Sugarman Steven

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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

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
Series A Preferred Stock	(1)(3)	07/03/2025		C(1)(3)			19,167	(1)(3)	(1)(3)	Non-Voting Common Stock	1,533,333	(1)(3)	0	I	By Steven and Ainslie Sugarman Living Trust(4)
Non-Voting Common Stock	(1)(3)	07/03/2025		C(1)(3)		1,533,333		(1)(3)	(1)(3)	Voting Common Stock	1,533,333	(1)(3)	1,533,333	I	By Steven and Ainslie Sugarman Living Trust(4)
Series A Preferred Stock	(2)(3)	07/03/2025		C(2)(3)			5,833	(2)(3)	(2)(3)	Non-Voting Common Stock	466,667	(2)(3)	0	I	By Steven and Ainslie Sugarman Living Trust(4)
Non-Voting Common Stock	(2)(3)	07/03/2025		C(2)(3)		466,667		(2)(3)	(2)(3)	Voting Common Stock	466,667	(2)(3)	466,667	I	By Steven and Ainslie Sugarman Living Trust(4)

Explanation of Responses:

1. On March 20, 2025, Patriot National Bancorp, Inc. (the "Issuer") completed its private placement of: (i) shares of the Issuer's voting common stock, par value $0.01 per share ("Voting Common Stock"), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Issuer's preferred stock, no par value per share (the "Series A Preferred Stock"), with a liquidation preference of $60 per share (the "Private Placement"). Steven and Ainslie Sugarman Living Trust (the "Trust") purchased, as part of the Private Placement, 19,167 shares of Series A Preferred Stock, convertible into 1,533,333 shares of Voting Common Stock, subject to the limitation that no investor in the Private Placement has the right to become the beneficial owner (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than 9.99% of the issued and outstanding voting securities of the Issuer.

2. The Trust was also issued 5,833 shares of Series A Preferred Stock, convertible into 466,667 shares of Voting Common Stock, as a reimbursement of the Reporting Person's legal fees and expenses relating to the Private Placement, subject to the limitation that the Reporting Person does not have the right to become, directly or indirectly, the beneficial owner of more than 9.99% of the issued and outstanding voting securities of the Issuer.

3. On July 3, 2025, all issued and outstanding shares of Series A Preferred Stock automatically converted into shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), of the Issuer, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer. Series A Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Voting Common Stock, subject to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, including the limitation that no holder of Non-Voting Common Stock has the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the issued and outstanding voting securities of the Issuer. Voting Common Stock has no expiration date.

4. The Trust is a revocable living trust for the benefit of the Reporting Person and his spouse. The Reporting Person and his spouse are the trustees of the Trust.

	/s/ Steven Sugarman	07/08/2025
	** 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).
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FAQ

How many shares did PNBK's CEO acquire in this Form 4?

The Trust converted preferred into 2,000,000 Voting Common shares on 3 July 2025.

What was the source of the converted shares?

They originated from 25,000 Series A Preferred shares issued in a March 20 2025 private placement and fee reimbursement.

Was any cash paid at the time of conversion?

No. Transaction code "C" indicates a non-cash conversion; cash was paid only at the original $0.75 per-share placement.

Does the CEO exceed 10 % ownership after the transaction?

No. Both the Series A and Non-Voting Common shares carry a 9.99 % ownership limitation which persists post-conversion.

What happens to the retired Series A Preferred Stock?

All Series A shares were automatically cancelled upon conversion, removing their $60 liquidation preference.