[SCHEDULE 13D/A] Patriot National Bancorp Inc SEC Filing

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).

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PATRIOT NATIONAL BANCORP INC

(Name of Issuer)

(Voting) Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

70336F203

(CUSIP Number)

Steven Sugarman
900 Bedford Street,
Stamford, CT, 06901
(203) 252-5900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 70336F203

1

Name of reporting person

Sugarman Steven

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,019,978.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,019,978.00

11

Aggregate amount beneficially owned by each reporting person

7,019,978.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 70336F203

1

Name of reporting person

Steven and Ainslie Sugarman Living Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,019,978.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,019,978.00

11

Aggregate amount beneficially owned by each reporting person

7,019,978.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 70336F203

1

Name of reporting person

Ainslie Sugarman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 7,019,978.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 7,019,978.00

11

Aggregate amount beneficially owned by each reporting person

7,019,978.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: (Voting) Common Stock, Par Value $0.01 Per Share
(b)	Name of Issuer: PATRIOT NATIONAL BANCORP INC
(c)	Address of Issuer's Principal Executive Offices: 900 BEDFORD ST, STAMFORD, CONNECTICUT , 06901.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (the "Amendment") is being filed to update and supplement information set forth in Schedule 13D filed with the Securities and Exchange Commission on April 2, 2025 ("Schedule 13D") by Steven and Ainslie Sugarman Living Trust, a revocable living trust for the benefit of Steven Sugarman and Ainslie Sugarman (the "Trust"), as well as Steven Sugarman, President and Chief Executive Officer and director of the Issuer, and his spouse, Ainslie Sugarman, as trustees of the Trust (collectively, the "Reporting Persons" and each a "Reporting Person"). Except as updated and supplemented herein, such information remains in full force and effect. All capitalized terms contained herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 3, 2025, 25,000 shares of Series A Preferred Stock previously issued to the Trust automatically converted into 2,000,000 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. Each share of Non-Voting Common Stock is convertible into one share of voting common stock of the Issuer, par value $.01 per share ("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.
Item 4.	Purpose of Transaction
	The Reporting Persons are filing this Amendment to report the transaction set forth in Item 3 above. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the form of Schedule 13D, except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.
Item 5.	Interest in Securities of the Issuer
(a)	7,019,978
(b)	8.3% (1) _______________ (1) The percentage is based upon 84,783,830 shares of Voting Common Stock outstanding as of the close of business on July 3, 2025.
(c)	Not applicable.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sugarman Steven

Signature:	/s/ Steven Sugarman
Name/Title:	Steven Sugarman
Date:	07/08/2025

Steven and Ainslie Sugarman Living Trust

Signature:	/s/ Steven Sugarman
Name/Title:	Steven Sugarman Trustee
Date:	07/08/2025

Ainslie Sugarman

Signature:	/s/ Ainslie Sugarman
Name/Title:	Ainslie Sugarman
Date:	07/08/2025