What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-04-01 compared with 2023-03-29 · 117 added, 92 removed, 374 unchanged (36% of the section changed)

20 unchanged sentences

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the fourth fiscal quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

In its Quarterly Report on Form 10-Q for the period ended September 30, 2023, management concluded that the Company’s disclosure controls and procedures over financial reporting were not effective as of the end of such period, due to certain accounting error which resulted in the restatement of the Company’s previous Quarterly Reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023.

The Company has since reviewed and changed its controls over the recognition of the ACL, and has concluded that the necessary changes have been made and accordingly concluded that the internal control over financial reporting was effective as of December 31, 2023.

Other than disclosed herein, there were no other changes in the Company’s internal control over financial reporting during the fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

2 unchanged sentences

Board of Directors

The following sets forth information regarding our directors as of March 29, 2023.

The following sets forth information regarding our directors as of April 1, 2024.

Unless otherwise indicated, each person holds the same position(s) of both the Company and Patriot Bank.

Name Age Current Position with Patriot

Carrazza 57 Director and Chairman of the Board of Directors of the Company and the Bank

57 Director, President and Chief Executive Officer of the Company and the Bank *

Carrazza 58 Director and Chairman of the Board of Directors

David Lowery 49 Director, President and Chief Executive Officer

Constantino 78 Director

1 unchanged sentence

Weinbaum 58 Director

Grace Doherty 49 Director

Carrazza has been Chairman of the Board of Directors of the Company since 2010 and served as interim Chief Executive Officer of the Company from August 2016 to July 2020.

10 unchanged sentences

in Electrical Engineering from The Pennsylvania State University.

The Company believes that Mr.

Carrazza is qualified to be a director as he has an extensive background in the financial services industry, has served as Patriot’s Chairman since 2011 and served as Interim CEO from 2016 to 2020.

Russell was appointed as President and Chief Executive Officer of the Company and the Bank in July 2020 and Director in September 2020.

Russell has more than 30 years of community banking experience.

Prior to joining the Company and the Bank, Mr.

Russell served as Executive Vice President and Chief Operating Officer of Millington Bank of Morris and Somerset Counties of New Jersey from 2015 to 2020.

Previously, he served as President and Chief Executive Officer of NJM Bank from 2013 to 2014, and before that, as its Chief Financial and Investment Officer from 2003 to 2013.

Russell has led both institutions to achieve significant growth and increases in profitability.

During the period of 1990 to 2003, Mr.

Russell has also spent part of his career as an Internal Auditor and as a Controller for banking institutions of various asset sizes throughout the state of New Jersey.

Russell earned his bachelor’s degree from Montclair State University and a is a graduate of the Graduate School of Banking at Colorado.

Russell is qualified to be a director as he has over 30 years of banking experience, including Chief Executive and Chief Operating Officer roles and serves as President and CEO of Patriot Bank.

* On March 23, 2023, Mr.

Russell tendered his resignation as Director, President and Chief Executive Officer of the Company and the Bank, to be effective as of April 21, 2023.

Constantino Mr.

Lowery was appointed as President and Chief Executive Officer, and director of the Company and the Bank in March 2023.

Lowery joined the Bank in April 2021 as Head of Lending, and became Executive Vice President and Chief Lending Officer of the Bank in September 2021.

Lowery led the Bank’s SBA division, Commercial Real Estate, C&I and Consumer Lending areas.

Prior to joining the Bank, Mr.

Lowery served in various senior capacities with several institutions, including Senior Vice President at IBERIABANK from December 2018 to February 2021, Head of Commercial Real Estate at Metropolitan Commercial Bank from September 2015 to July 2018, and Vice President at M&T Bank where he worked from January 2008 to July 2015.

Lowery earned his MBA from Loyola University in Maryland where he also received his undergraduate degree in Economics.

The Company believes that Mr.

Lowery is qualified to be a director as he has over 15 years of banking experience, including his experience of serving as President and CEO of Patriot Bank.

Constantino has been a director of the Company since October 2010 and the Lead Independent Director since October 2018.

6 unchanged sentences

Constantino’s specific skills include auditing national and multinational organizations, internal control and compliance, financial reporting, regulatory reporting, risk management, asset valuation, accounting and finance and transaction structuring.

He is a licensed CPA, a Member of the American Institute of Certified Public Accountants and a Member of the New York State Society of Public Accountants.

He is a licensed CPA, a Member of the American Institute of Certified Public Accountants and a Member of the New York State Society

of Public Accountants.

Constantino received a Bachelor of Business Administration degree from St.

Francis University.

The Company believes that Mr.

Constantino is qualified to be a director as he has extensive audit, advisory and tax experience as an Audit Partner with KPMG.

Emile Van den Bol Mr.

Emile Van den Bol

Van den Bol has been a director of the Company since October 2010.

Van den Bol is currently the Chief Executive Officer of Brooklawn Capital, LLC.

Brooklawn Capital is an investment management company which advises and invests in and finances real estate, securities and operating companies.

Van den Bol has been the Chief Executive Officer of Brooklawn Capital, LLC, an investment management company which advises and invests in and finances real estate, securities and operating companies.

Van den Bol retired in 2010 as Managing Director of the Commercial Real Estate Group of Deutsche Bank Securities, Inc.

5 unchanged sentences

Van den Bol received a Juris Doctor degree from University of Amsterdam and an MBA degree from the Wharton School of the University of Pennsylvania.

The Company believes that Mr.

Van den Bol is qualified to be a director as he has extensive financial services and investment banking experience and is a financial expert.

Weinbaum has been a director of the Company since October 2010.

He has been the Vice President of Real Estate Operations for United Capital Corp.

for more than twenty years.

He has been the President of Real Estate Operations for United Capital Corp.

since March 1, 2023.

Weinbaum has extensive experience in real estate operations and transactions.

3 unchanged sentences

Weinbaum received a Bachelor of Arts degree in Management from Franklin Pierce University.

The Company believes that Mr.

Weinbaum is qualified to be a director as he has extensive commercial real estate investment experience.

Grace Doherty

Grace Doherty was appointed as a director of the Company and the Bank in July 2023.

Doherty is a financial services executive and consultant, experienced in developing innovative digital product strategies and programs for financial service companies.

In January 2021, Ms.

Doherty founded Serafina Strategic Consulting, through which she has been acting as an independent strategic consultant for clients in the financial service industry, including TD Bank and Mill Cities Community Investments, From September 2018 to December 2020, Ms.

Doherty worked at Sterling National Bank, serving first as Group Product Director in the Retail Division and then as Group Director in the Digital Bank Division, where she focused on developing business strategy and product development.

From September 2017 to September 2018, Ms.

Doherty served as Vice President and Business Banking Digital Lending Product Manager in Eastern Bank, where she managed the development of product features for small business banking platforms.

Doherty founded Innova Small Business Solutions, through which she acted as Independent Strategic Consultant for small businesses and non-profit agencies from March 2016 to September 2017.

From May 2014 to March 2016, Ms.

Doherty served as Director of Retail Products in the Consumer and Small Business Retail Division in Amalgamated Bank.

Previously, Ms.

Doherty served as Vice President in the New Product Development Division at Boston Financial Data Services and as Vice President at Santander Bank, in the Small Business, Asset Management and Insurance Divisions.

Doherty received a Bachelor of Arts degree from Duke University, a master’s in public policy from the University of Massachusetts, and an MBA from McCallum Graduate School of Business at Bentley University.

The Company believes that Ms.

Doherty is qualified to be a director as she has extensive financial services and banking experience.

Board Committees

7 unchanged sentences

• Executive Committee :

Carrazza (Chairman), Russell, Constantino and Van den Bol.

Carrazza (Chairman), Lowery, Constantino and Van den Bol.

• Nominating and Corporate Governance Committee :

1 unchanged sentence

• Asset and Liability Committee :

Russell (Chairman), Constantino, Van den Bol and Weinbaum.

Lowery (Chairman), Constantino, Van den Bol and Weinbaum.

• Loan Committee :

1 unchanged sentence

• Risk Committee:

Russell (Chairman), Van den Bol and Constantino.

Lowery (Chairman), Van den Bol and Constantino.

Audit Committee Financial Expert

2 unchanged sentences

Executive Officers

The following sets forth information regarding our executive officers who do not serve as directors as of March 29, 2023.

The following sets forth information regarding our executive officers who do not serve as directors as of April 1, 2024.

Unless otherwise indicated, each person holds the same position(s) of both the Company and Patriot Bank.

2 unchanged sentences

Staudmyer 68 Secretary and Chief Human Resources Officer;

Executive Vice President and Chief Administrative Officer of Patriot Bank

Corprew 61 Executive Vice President and Chief Compliance & Risk Officer of Patriot Bank

Slater 55 Executive Vice President and Chief Credit Officer of Patriot Bank

Steven Grunblatt 58 Executive Vice President and Chief Information Office of Patriot Bank

David Lowery 48 Executive Vice President and Chief Lending Officer of Patriot Bank *

Alfred Botta 50 Executive Vice President and Chief Payments Officer of Patriot Bank

Executive Vice President and Chief Administrative Officer of the Bank

Corprew 62 Executive Vice President and Chief Compliance & Risk Officer of the Bank

Slater 55 Executive Vice President and Chief Credit Officer of the Bank

Steven Grunblatt 59 Executive Vice President and Chief Information Office of the Bank

Alfred Botta 51 Executive Vice President and Chief Payments Officer of the Bank

Perillo has served as Executive Vice President and Chief Financial Officer of the Company and Patriot Bank since May 2017.

4 unchanged sentences

John’s University and is a Certified Public Accountant.

Staudmyer Mr.

Staudmyer has served as the Company’s Secretary and Chief Human Resources Officer since November 2014.

4 unchanged sentences

He also co-founded and served as President and COO at a national legal services and staffing company for over seven years.

Staudmyer earned his MBA from the Johnson Graduate School of Management at Cornell and his Bachelor of Science at Cornell’s School of Industrial & Labor Relations.

Staudmyer earned his MBA from

the Johnson Graduate School of Management at Cornell and his Bachelor of Science at Cornell’s School of Industrial & Labor Relations.

He currently serves on the Board of Directors of the Human Services Council of Connecticut.

28 unchanged sentences

Slater holds a Bachelor of Science degree in Economics from Rutgers University.

Steven Grunblatt Mr.

Steven Grunblatt

Grunblatt joined Patriot Bank in 2014 as Senior Vice President, Director of Technology and became Executive Vice President and Chief Information Officer in April 2021.

1 unchanged sentence

Grunblatt graduated from the Wharton School of Business in Pennsylvania with a bachelor’s degree in Economics.

David Lowery Mr.

Lowery joined Patriot Bank in April of 2021 as Head of Lending and became Executive Vice President and Chief Lending Officer in September 2021.

Lowery is leading Patriot Bank’s SBA division, Commercial Real Estate, C&I and Consumer Lending areas.

Prior to joining Patriot, Mr.

Lowery has served in various senior capacities with several institutions including Iberia Bank, Metropolitan and M&T Bank.

He has built highly successful lending businesses in the New York metropolitan area.

Lowery earned his MBA from Loyola University in Maryland where he also received his undergraduate degree in Economics.

* In connection with Robert G.

Russell, Jr.’s resignation as Director, President and Chief Executive Officer of the Company and the Bank, Mr.

Lowery has been appointed by the Board of Directors as replacement of Mr.

Russell as Director, President and Chief Executive Officer of the Company and the Bank, to be effective as of April 21, 2023.

Alfred Botta Mr.

Botta joined the Bank in 2018 as Senior Vice President, Director of Payments and became Executive Vice President and Chief Payment Officer of the Bank in September 2022.

8 unchanged sentences

We have reviewed all forms filed electronically with the SEC during, and with respect to, fiscal year of 2023.

Based on that review and written information given to us by all of our directors and executive officers, we believe that all of our directors, executive officers and holders of more than 10% of our stock filed on a timely basis all reports that they were required to file under Section 16(a) during fiscal year of 2022.

Constantino, Emile Van den Bol, and Michael J.

Weinbaum were late in filing a Form 4 related to a restricted stock grant.

Code of Ethics

9 unchanged sentences

Perillo, Chief Financial Officer, Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, Connecticut 06901, (203) 252-5920.

Clawback Policy

We have adopted a clawback policy on November 30, 2023 that applies to our executive officers (the “Clawback Policy”), which is filed herewith as Exhibit 97.1.

The Clawback Policy gives the Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements, to require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise would not have been paid had it been determined based on the restated financial statements.

Executive Compensation

Summary Compensation Table

The table below sets forth, for the last two fiscal years, the compensation earned by our Chairman, Chief Executive Officer, and two other executive officers who received the highest annual compensation.

Name/Principal Position(s) (1) Year Salary Bonus Restricted Stock All Other Annual Compensation(2) Total

Carrazza 2022 $ 150,000 $ — $ — $ 2,769 $ 152,769

Chairman 2021 $ 149,999 $ — $ — $ 2,596 $ 152,595

Russell 2022 $ 368,637 $ 130,000 $ — $ 12,150 $ 510,787

The table below sets forth, for the last two fiscal years, the compensation earned by our Chief Executive Officer, and three other executive officers who received the highest annual compensation.

Name/Principal Position(s) (1) Year Salary Bonus and Incentive Restricted Stock All Other Annual Compensation(2) Total

David Lowery 2023 $ 358,559 $ 54,600 $ 11,491 $ 9,646 $ 434,296

Director, President and Chief Executive Officer 2022 $ 271,500 $ 54,600 $ 31,800 $ 7,590 $ 365,490

Russell 2023 $ 138,083 $ 130,000 $ — $ 6,202 $ 274,285

Former Director, President and Chief Executive Officer 2022 $ 368,637 $ 130,000 $ — $ 12,150 $ 510,787

Perillo 2023 $ 287,490 $ 54,600 $ — $ 14,262 $ 356,352

Chief Financial Officer 2022 $ 273,888 $ 54,600 $ — $ 12,840 $ 341,328

David Lowery 2022 $ 271,500 $ 54,600 $ 31,800 $ 7,590 $ 365,490

Executive Vice President and Chief Lending Officer of Patriot Bank 2021 $ 185,000 $ 52,000 $ 46,650 $ 1,200 $ 284,850

Alfred Botta 2023 $ 270,000 $ 182,978 $ — $ 9,900 $ 462,878

Executive Vice President and Chief Payments Officer of the Bank 2022 $ 241,226 $ 73,821 $ — $ 9,150 $ 324,197

Corprew 2023 $ 280,245 $ 54,600 $ — $ 8,262 $ 343,107

Executive Vice President and Chief Compliance & Risk Officer of Patriot Bank, N.A.

2022 $ 272,499 $ 57,000 $ — $ 5,555 $ 335,054

(1) The “All Other Compensation” column for the fiscal year ended December 31, 2022 includes the following compensation items:

Named Executive Officer Contribution to 401(k) Plan ($) Car Allowance ($) Total ($)

Carrazza 2023 $ 150,000 $ — $ — $ 3,067 $ 153,067

Russell 6,150 6,000 12,150

Perillo 6,840 6,000 12,840

Chairman 2022 $ 150,000 $ — $ — $ 2,769 $ 152,769

_________________________

Russell served as our Director, President and Chief Executive Officer until April 21, 2023.

On the same day, David Lowery was appointed to replace Mr.

Russell as Director, President and Chief Executive Officer.

(1) (2) The “All Other Compensation” column for the fiscal year ended December 31, 2023 and 2022 includes the following compensation items:

Named Executive Officer Contribution to 401(k) Plan Car Allowance Total Contribution to 401(k) Plan Car Allowance Total

David Lowery $ 9,646 $ — $ 9,646 $ 7,590 $ — $ 7,590

(2) The “All Other Compensation” column for the fiscal year ended December 31, 2021 includes the following compensation items:

Named Executive Officer Contribution to 401(k) Plan ($) Car Allowance ($) Total ($)

Carrazza $ 2,596 $ — $ 2,596

Russell 4,202 2,000 6,202 6,150 6,000 12,150

Perillo 8,262 6,000 14,262 6,840 6,000 12,840

Alfred Botta 9,900 — 9,900 9,150 — 9,150

Corprew 8,262 — 8,262 5,555 — 5,555

Carrazza $ 3,067 $ — $ 3,067 $ 2,769 $ — $ 2,769

Outstanding Equity Awards at Fiscal Year-End

David Lowery, Executive Vice President and Chief Lending Officer of Patriot Bank had unvested equity awards of 9,000 shares at December 31, 2022.

David Lowery, President and Chief Executive Officer of the Company and the Bank had unvested equity awards of 6,000 shares at December 31, 2023.

Executive Compensation Incentive Plan

28 unchanged sentences

Director Compensation

The following table sets forth certain information regarding the compensation earned by or awarded to each of our non-employee directors who served on our Board during the fiscal year ended 2022.

The following table sets forth certain information regarding the compensation earned by or awarded to each of our non-employee directors who served on our Board during the fiscal year ended December 31, 2023.

Name Fees Earned or Paid in Cash Stock Awards(1) Total

2 unchanged sentences

Weinbaum 42,225 14,346 56,571

Grace Doherty 8,950 7,173 16,123

(1) The “Stock Awards” column represents the aggregate grant date fair value computed in accordance with ASC Topic 718 for awards of restricted stock granted under our 2020 Plan during fiscal 2023.

3 unchanged sentences

Emile Van den Bol –1,587;

and Michael J.

Weinbaum – 1,587;

and Grace Doherty – 972.

The Company’s directors who are also executive officers do not receive compensation for service on the Board of Directors or any of its committees.

2 unchanged sentences

In addition, non-employee directors who serve as the chair of a committee receive additional retainer fees ranging from $3,000 to $9,200 per year.

In addition, each non-employee director receives an annual equity grant of restricted stock units with a grant date value of approximately $14,352 which will vest in full in four equal annual installments, beginning on the first anniversary of the grant date.

In addition, each non-employee director receives an annual equity grant of restricted stock units with a grant date value of approximately $14,346 for Edward N.

Constantino, Emile Van den Bol, and Michael J.

Weinbaum, and $7,173 for Grace Doherty.

The restricted stocks will vest in full in four equal annual installments, beginning on the first anniversary of the grant date.

The Company’s directors are also reimbursed for reasonable and necessary out-of-pocket expenses incurred in connection with their service to the Company, including travel expenses.

1 unchanged sentence

Security Ownership of Certain Beneficial Owners and Management of Patriot

The table below provides certain information about beneficial ownership of Patriot common stock as of March 29, 2023 with respect to:

The table below provides certain information about beneficial ownership of Patriot common stock as of April 1, 2024 with respect to:

(i) each person, or group of affiliated persons, who is known to Patriot to own more than five percent (5%) of Patriot common stock;

3 unchanged sentences

Except as otherwise noted, to the knowledge of the Company, all persons listed below have sole voting and dispositive power with respect to all shares of Patriot common stock they beneficially own, except to the extent authority is shared by spouses under applicable law.

Applicable percentage ownership is based on 3,965,186 shares of Patriot common stock outstanding as of March 29, 2023.

In computing the number of shares of common stock beneficially owned by a person and applicable percentage of ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within sixty (60) days of March 29, 2023.

Applicable percentage ownership is based on 3,976,073 shares of Patriot common stock outstanding as of April 1, 2024.

We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

2 unchanged sentences

Carrazza 67,254 (1) 1.69 %

Lowery 9,000 *

Perillo 4,263 (2) *

1 unchanged sentence

Corprew 2,026 *

Steven Grunblatt 2,500 *

Lowery 6,000 *

Slater 2,463 *

Steve Grunblatt 2,500 *

Alfred Botta — *

2 unchanged sentences

Weinbaum 361,696 9.10 %

Grace Doherty 243 *

All Directors and Executive Officers 531,309 13.36 %

10 unchanged sentences

Carrazza, with regard to which Mr.

Carrazza has sole voting and dispositive power, and 55,033 shares directly owned by Mr.

(2) Includes 2,500 shares held in an IRA for the benefit of Mr.

Carrazza has sole voting and dispositive power, and 55,033 vested shares directly owned by Mr.

(2) Includes 3,185 shares held in an IRA for the benefit of Mr.

(3) Includes 1,000 shares held in a SEP IRA for the benefit of Mr.

(5) Based solely on the information set forth in the Schedule 13D, Anthony J.

Miceli is the sole director, president and treasurer of AFP Forty Six Corp.

(“AFP”) and president and chief operating officer of United Capital Corp.

(“United Capital”), therefore he may be deemed to have voting and dispositive power over the shares held by AFP.

(4) Includes 19,524 shares of common stock owned directly by Mr.

Weinbaum and 342,172 shares owned by AFP Forty Six Corp.

(“AFP”), of which Mr.

Weinbaum serves as President.

(5) Based solely on the information set forth in the Schedule 13G/A filed with the SEC on December 10, 2023, Michael Weinbaum is President of AFP and therefore may be deemed to have voting and dispositive power over the shares held by AFP.

Weinbaum disclaims beneficial ownership of the Common Stock held by AFP except to the extent of his pecuniary interest therein.

The address of AFP is 9 Park Place, Great Neck, NY 11021.

(6) Based solely on the information set forth in the Schedule 13G/A filed with the SEC on April 13, 2021, Gary Rubin and Andrew Sandler are trustees of Harvey Sandler Revocable Trust, and therefore may be deemed to have voting and dispositive power over the shares held by Harvey Sandler Revocable Trust The address of Harvey Sandler Revocable Trust is 2080 NW Boca Raton Blvd Ste 2 Boca Raton, FL 33431.

(7) Based solely on the information set forth in the Schedule 13G filed with the SEC on May 3, 2021, Siguler Guff Advisers, LLC (SGA) is 100% owned by Siguler Guff & Company, LP.

(7) Based solely on the information set forth in the Schedule 13G/A filed with the SEC on January 20, 2023, Siguler Guff Advisers, LLC (“SGA”) is 100% owned by Siguler Guff & Company, LP.

The general partner of Siguler Guff & Company, LP is Siguler Guff Holdings GP, LLC.

3 unchanged sentences

Burns are the owners of Siguler Guff Holdings GP, LLC and the executive officers of SGA, and therefore may be deemed to have voting and dispositive power over the shares held by SGA.

The address of SGA is c/o Siguler Guff & Company, LP, 200 Park Avenue, 23rd Floor, New York, NY 10166.

Address of SGA is c/o Siguler Guff & Company, LP, 200 Park Avenue, 23rd Floor, New York, NY 10166.

(8) Based solely on the information set forth in the Schedule 13G filed with the SEC on April 27, 2021, SMC Holdings I G.P., LLC (“SMC GP”) is the general partner of SMC Holdings I, LP.

6 unchanged sentences

(10) Based solely on the information set forth in the Schedule 13G/A filed with the SEC on February 14, 2024, by AllianceBernstein L.P.(“AllianceBernstein”) AllianceBernstein has sole voting and dispositive power over 388,977 shares.

The address of AllianceBernstein is 1345 Avenue of the Americas, New York, NY 10105.

The address of AllianceBernstein is 501 Commerce Street, Nashville, TN 37203.

Equity Compensation Plan Information as of the End of Fiscal 2023

10 unchanged sentences

There were no loans to officers and directors outstanding as of December 31, 2023 and 2022.

As of December 31, 2022 and 2021, deposits from related parties aggregated $64,000 and $58,000, respectively.

Deposits from related parties aggregated $64,000 for both as of December 31, 2023 and 2022.

Information about transactions involving related persons is assessed by the Company’s independent directors.

4 unchanged sentences

The Board has determined that the following current directors, constituting a majority of the members of the Board, are independent as defined in the applicable listing standards of the Nasdaq Stock Market, Inc.:

Constantino, Van den Bol and Weinbaum.

Constantino, Van den Bol, Weinbaum and Doherty.

Each current member of the Audit, Compensation, and Nominating and Governance Committees is an independent director pursuant to all applicable listing standards of Nasdaq.

63 unchanged sentences

32.1* Section 1350 Certifications

Patriot National Bancorp, Inc.

Clawback Policy

101.INS#* Inline XBRL Instance Document

13 unchanged sentences

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 29, 2023

April 1, 2024

Patriot National Bancorp, Inc.

3 unchanged sentences

Signature Title Date

/s/ Robert G.

Russell Chief Executive Officer and Director

/s/ David Lowery Chief Executive Officer and Director

(Principal Executive Officer)

March 29, 2023

April 1, 2024

/s/ Joseph D.

1 unchanged sentence

(Principal Financial Officer)

March 29, 2023

/s/ Michael Carrazza Chairman and Director March 29, 2023

April 1, 2024

/s/ Michael Carrazza Chairman and Director April 1, 2024

Michael Carrazza

/s/ Edward N.

Constantino Director March 29, 2023

/s/ Emile Van den Bol Director March 29, 2023

Constantino Director April 1, 2024

/s/ Emile Van den Bol Director April 1, 2024

Emile Van den Bol

/s/ Michael J.

Weinbaum Director March 29, 2023

Weinbaum Director April 1, 2024

/s/ Grace Doherty

Director April 1, 2024

Grace Doherty

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures