Patriot National (PNBK) CFO RSUs vest as tax withholding and indirect holdings detailed

Rhea-AI Filing Summary

Patriot National Bancorp EVP & CFO Carlos P. Salas reported routine equity compensation activity and updated holdings. On April 30, 2026, 333,333 Restricted Stock Units vested and settled into an equal number of common shares. No cash consideration was paid for this settlement.

To cover tax obligations on the vesting, 121,776 common shares were withheld by the company at $1.23 per share, and were not delivered to Salas, leaving 211,557 vested shares held directly. The filing also notes an indirect holding of 1,333,334 common shares through HECA Management LLC, which acquired its position in a $57.75 million private placement completed on March 20, 2025, over which Salas is deemed to have sole voting and dispositive power.

Insider Trade Summary

333,333 shares exercised/converted

Mixed 4 txns

Insider Salas Carlos P

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	333,333	$0.00	--
Exercise	Common Stock	333,333	$0.00	--
Tax Withholding	Common Stock	121,776	$1.23	$150K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 666,667 shares (Direct, null); Common Stock — 333,333 shares (Direct, null); Common Stock — 1,333,334 shares (Indirect, By HECA Management LLC)

Footnotes (1)

1. On April 30, 2025, the Reporting Person was granted Restricted Stock Units ("RSUs") equal to 1,000,000 shares of Common Stock of the Issuer, which will vest over three years (333,333 shares, 333,333 shares, and 333,334 shares respectively as of April 30, 2026, 2027 and 2028). On April 30, 2026, the first installment of 333,333 RSUs vested and settled and the Issuer delivered shares of Common Stock in settlement thereof. No consideration was paid by the Reporting Person in connection with the settlement. Represents 121,776 shares of Common Stock withheld by the Issuer upon settlement of the RSUs to satisfy the Reporting Person's applicable tax withholding obligations. The shares were withheld at a price of $1.23 per share, representing the closing price of the Issuer's Common Stock on April 30, 2026. The withheld shares were not delivered to the Reporting Person. 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.

Key Figures

RSUs granted: 1,000,000 RSUs First vesting tranche: 333,333 RSUs Tax-withheld shares: 121,776 shares at $1.23 +3 more

6 metrics

RSUs granted 1,000,000 RSUs Grant to CFO on April 30, 2025, in Patriot National common stock

First vesting tranche 333,333 RSUs Vested and settled into common shares on April 30, 2026

Tax-withheld shares 121,776 shares at $1.23 Shares withheld to satisfy tax obligations on April 30, 2026

Net vested shares delivered 211,557 shares Common shares delivered to CFO after tax withholding on April 30, 2026

Indirect holdings via HECA Management 1,333,334 shares Common shares held indirectly from a prior private placement

Private placement size $57.75 million Completed March 20, 2025, in which HECA Management purchased PNBK securities

Key Terms

Restricted Stock Units, RSUs, tax withholding obligations, private placement, +1 more

5 terms

Restricted Stock Units financial

"the Reporting Person was granted Restricted Stock Units ("RSUs") equal to 1,000,000 shares"

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.

RSUs financial

"1,000,000 shares of Common Stock of the Issuer, which will vest over three years (333,333 shares, 333,333 shares, and 333,334 shares respectively"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

tax withholding obligations financial

"withheld by the Issuer upon settlement of the RSUs to satisfy the Reporting Person's applicable tax withholding obligations"

private placement financial

"purchased the securities described herein as part of the $57.75 million private placement of the Issuer"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

voting and dispositive power financial

"is deemed to hold sole voting and dispositive power over the securities held by HECA Management"

Form 4 Insider Transactions: What Each Field Means →

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)
04/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/30/2026		M(1)		333,333	A	$0(1)	333,333	D
Common Stock	04/30/2026		F(2)		121,776	D	$1.23(2)	211,557	D
Common Stock								1,333,334	I	By HECA Management LLC(3)

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
Restricted Stock Units	$0	04/30/2026		M(1)		333,333		04/30/2026	04/30/2026	Common Stock	333,333	$0	666,667	D

Explanation of Responses:

1. On April 30, 2025, the Reporting Person was granted Restricted Stock Units ("RSUs") equal to 1,000,000 shares of Common Stock of the Issuer, which will vest over three years (333,333 shares, 333,333 shares, and 333,334 shares respectively as of April 30, 2026, 2027 and 2028). On April 30, 2026, the first installment of 333,333 RSUs vested and settled and the Issuer delivered shares of Common Stock in settlement thereof. No consideration was paid by the Reporting Person in connection with the settlement.

2. Represents 121,776 shares of Common Stock withheld by the Issuer upon settlement of the RSUs to satisfy the Reporting Person's applicable tax withholding obligations. The shares were withheld at a price of $1.23 per share, representing the closing price of the Issuer's Common Stock on April 30, 2026. The withheld shares were not delivered to the Reporting Person.

3. 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.

	/s/ Carlos P. Salas	05/04/2026
	** 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)

FAQ

What insider transactions did Patriot National Bancorp (PNBK) report for CFO Carlos Salas?

The filing shows 333,333 RSUs vested into common shares and 121,776 shares were withheld to cover tax obligations. It also updates Salas’s indirect holdings through HECA Management LLC from a prior private placement.

How many Patriot National Bancorp (PNBK) RSUs vested for the CFO on April 30, 2026?

On April 30, 2026, 333,333 Restricted Stock Units for CFO Carlos Salas vested and settled into the same number of Patriot National Bancorp common shares. This represents the first of three equal annual vesting tranches from a 1,000,000 RSU grant.

How many PNBK shares were withheld for taxes on the CFO’s RSU vesting?

121,776 Patriot National Bancorp common shares were withheld to satisfy Carlos Salas’s tax withholding obligations on the RSU settlement. The shares were valued at $1.23 each, using the closing stock price on April 30, 2026, and were not delivered to him.

What is the size and schedule of the Patriot National Bancorp (PNBK) RSU grant to the CFO?

On April 30, 2025, Carlos Salas received 1,000,000 RSUs tied to PNBK common stock. They vest over three years in tranches of 333,333, 333,333, and 333,334 shares as of April 30 in 2026, 2027, and 2028, respectively, if conditions are met.

What indirect Patriot National Bancorp (PNBK) holdings does HECA Management LLC report?

HECA Management LLC holds 1,333,334 PNBK common shares, acquired in a $57.75 million private placement completed March 20, 2025. As managing member of HECA Management, Carlos Salas is deemed to have sole voting and dispositive power over these indirectly held shares.

Did the Patriot National Bancorp (PNBK) CFO’s Form 4 disclose any open-market share sales?

The disclosure shows a tax-withholding disposition of 121,776 shares and an option-related exercise, but no open-market sales. The withheld shares were used to cover tax obligations on RSU vesting and were not delivered to the executive.