Patriot National Bancorp (PNBK) CEO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

PATRIOT NATIONAL BANCORP INC President and CEO Steven Sugarman reported routine equity compensation activity involving restricted stock units and related tax withholding. On July 1, 2026, 552,927 restricted stock units vested and settled into shares of Voting Common Stock, with no cash paid by him for the settlement.

Upon settlement, 303,861 shares of Common Stock were withheld by the company at $1.20 per share to satisfy his tax withholding obligations; these withheld shares were not delivered to him and do not represent an open-market sale. Following these transactions, he holds Voting Common Stock both directly and indirectly, including shares held through the Steven and Ainslie Sugarman Living Trust, a revocable living trust for his and his spouse’s benefit.

Insights

Equity compensation analyst

CEO’s Form 4 shows RSU vesting with tax withholding, not an open-market sale.

The filing shows 552,927 restricted stock units vesting and settling into Voting Common Stock for Steven Sugarman. Footnotes state the award was granted under a prior agreement and settled with no consideration paid, which is typical equity compensation rather than a discretionary stock purchase.

To cover tax obligations from the RSU settlement, the issuer withheld 303,861 shares at $1.20 per share, matching the closing price on July 1, 2026. These shares were not delivered to Sugarman, so this F-code disposition is tax withholding, not an open-market sale, and carries limited informational value about his market view.

The filing also shows a substantial indirect holding of Voting Common Stock through the revocable Steven and Ainslie Sugarman Living Trust, along with remaining RSUs after this vesting event. Overall, this appears to be routine compensation and tax mechanics rather than a thesis-changing transaction.

Insider Trade Summary

552,927 shares exercised/converted

Mixed 4 txns

Insider Sugarman Steven

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	552,927	$0.00	--
Exercise	Voting Common Stock	552,927	$0.00	--
Tax Withholding	Voting Common Stock	303,861	$1.20	$365K
holding	Voting Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,252,058 shares (Direct); Voting Common Stock — 2,641,970 shares (Direct); Voting Common Stock — 9,019,978 shares (Indirect, By Steven and Ainslie Sugarman Living Trust)

Footnotes (1)

1. On July 1, 2026, upon the expiration of the restricted period on 552,927 restricted stock units ("RSUs") granted to the reporting person pursuant to an award agreement effective July 1, 2025 (previously disclosed in a Form 4 filed on August 14, 2025), 552,927 RSUS 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 303,861 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 $1.20 per share, representing the closing price of the Issuer's Common Stock on July 1, 2026. The withheld shares were not delivered to the Reporting Person. 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.

Key Figures

RSUs vested and settled: 552,927 units Shares withheld for taxes: 303,861 shares Tax withholding share price: $1.20 per share +3 more

6 metrics

RSUs vested and settled 552,927 units Restricted stock units settled into Voting Common Stock on July 1, 2026

Shares withheld for taxes 303,861 shares Common shares withheld to satisfy tax obligations on RSU settlement

Tax withholding share price $1.20 per share Closing price of common stock on July 1, 2026 used for withholding

Direct common shares after F transaction 2,338,109 shares Total Voting Common Stock held directly following tax withholding disposition

Indirect trust common holdings 9,019,978 shares Voting Common Stock held indirectly via Steven and Ainslie Sugarman Living Trust

Remaining RSUs 1,252,058 units Restricted Stock Units remaining after 552,927 units exercised/converted

Key Terms

Restricted Stock Units, tax withholding obligations, revocable living trust, derivative security, +1 more

5 terms

Restricted Stock Units financial

"On July 1, 2026, upon the expiration of the restricted period on 552,927 restricted stock units ("RSUs") granted..."

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.

tax withholding obligations financial

"Represents 303,861 shares of Common Stock withheld by the Issuer upon settlement of the RSUs to satisfy the Reporting Person's applicable tax withholding obligations."

revocable living trust financial

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

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Voting Common Stock financial

"Issuer delivered shares of Common Stock in settlement thereof."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 07:34 PM Accepted by SEC EDGAR 07/02/2026 - 07:34 PM Learn about SEC filing dates

FAQ

What did Patriot National Bancorp (PNBK) CEO Steven Sugarman report in this Form 4?

Steven Sugarman reported the vesting and settlement of 552,927 restricted stock units into Voting Common Stock. The shares were delivered by the company at no cost to him as part of a previously granted equity compensation award.

How many Patriot National Bancorp (PNBK) shares were withheld for Steven Sugarman’s taxes?

The company withheld 303,861 shares of Voting Common Stock to cover Steven Sugarman’s tax obligations. These shares were valued at $1.20 each, the closing price on July 1, 2026, and were not delivered to him.

Does Steven Sugarman’s Form 4 show an open-market sale of PNBK stock?

No, the filing shows tax withholding, not an open-market sale. Shares were withheld by the issuer to satisfy taxes on vested restricted stock units and were not sold on the market or delivered to Sugarman.

What are the restricted stock units mentioned in Steven Sugarman’s PNBK filing?

The restricted stock units are equity awards granted under an agreement effective July 1, 2025. On July 1, 2026, 552,927 of these RSUs vested and settled into shares of Voting Common Stock without any cash payment by Sugarman.

How does the Steven and Ainslie Sugarman Living Trust relate to PNBK shares?

The Steven and Ainslie Sugarman Living Trust is a revocable living trust for their benefit. The Form 4 shows indirect ownership of Voting Common Stock through this trust, with both serving as trustees overseeing those holdings.

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^*

Sugarman Steven

(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)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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
Voting Common Stock	07/01/2026		M(1)		552,927	A	$0(1)	2,641,970	D
Voting Common Stock	07/01/2026		F(2)		303,861	D	$1.2(2)	2,338,109	D
Voting Common Stock								9,019,978	I	By Steven and Ainslie Sugarman Living Trust(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	07/01/2026		M(1)			552,927	07/01/2026	07/01/2026	Voting Common Stock	552,927	$0	1,252,058	D

Explanation of Responses:

1. On July 1, 2026, upon the expiration of the restricted period on 552,927 restricted stock units ("RSUs") granted to the reporting person pursuant to an award agreement effective July 1, 2025 (previously disclosed in a Form 4 filed on August 14, 2025), 552,927 RSUS 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 303,861 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 $1.20 per share, representing the closing price of the Issuer's Common Stock on July 1, 2026. The withheld shares were not delivered to the Reporting Person.

3. 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	07/02/2026
	** 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)