Patriot National Bancorp insider converts shares, adds 1.15M RSUs

Rhea-AI Filing Summary

Patriot National Bancorp (PNBK) reported insider activity by President and CEO Steven Sugarman. On 10/16/2025, 2,000,000 shares of non‑voting common stock were converted into 2,000,000 shares of voting common stock pursuant to the company’s Amended and Restated Certificate of Incorporation; no consideration was paid. The shares are held indirectly by the Steven and Ainslie Sugarman Living Trust. Following the conversion, 9,019,978 voting common shares were beneficially owned indirectly.

Separately, on 10/20/2025, 1,147,031 restricted stock units were acquired, representing the right to receive the same number of voting common shares, with a $0 price and a period from 10/01/2025 to 10/01/2026. After these transactions, 5,749,551 derivative securities were beneficially owned directly.

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^*

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)
10/16/2025

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
Non-Voting Common Stock	10/16/2025		M(1)		2,000,000	D	(1)	0	I	By Steven and Ainslie Sugarman Living Trust(2)
Voting Common Stock	10/16/2025		M(1)		2,000,000	A	(1)	9,019,978	I	By Steven and Ainslie Sugarman Living Trust(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	10/20/2025		A		1,147,031(2)		10/01/2025	10/01/2026	Voting Common Stock	1,147,031	$0	5,749,551	D

Explanation of Responses:

1. Represents the conversion of 2,000,000 shares of Patriot National Bancorp, Inc.'s (the "Issuer") non-voting common stock into 2,000,000 shares of the Issuer's voting common stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation. No consideration was paid in connection with the conversion.

2. 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	10/22/2025
	** 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 PNBK’s CEO report in the Form 4?

On 10/16/2025, he converted 2,000,000 non‑voting shares into 2,000,000 voting shares with no consideration, held via a living trust.

How many PNBK voting shares were beneficially owned after the conversion?

Following the reported transaction, 9,019,978 voting common shares were beneficially owned indirectly.

Were any derivative awards reported for PNBK?

Yes. On 10/20/2025, 1,147,031 restricted stock units were acquired, each tied to one voting common share, at a $0 price.

What are the key dates for the RSUs reported by PNBK’s CEO?

The RSUs reference a period from 10/01/2025 10/01/2026 (expiration date).

How many derivative securities were held after the RSU transaction?

After the reported transactions, 5,749,551 derivative securities were beneficially owned directly.

Who holds the indirectly owned PNBK shares?

They are held by the Steven and Ainslie Sugarman Living Trust, a revocable trust for the benefit of the reporting person and spouse.