What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-01 · 146 added, 116 removed, 375 unchanged (41% of the section changed)

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Changes in 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.

There was no change in the Company’s internal control over financial reporting during the fourth fiscal quarter of 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

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Carrazza 59 Director and Chairman of the Board of Directors

David Lowery 49 Director, President and Chief Executive Officer

Sugarman 50 Director and President of the Company

David Lowery 50 Director and Chief Executive Officer of the Company;

Director, President and Chief Executive Officer of the Bank

Constantino 79 Director

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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.

Sugarman was appointed as the Company’s President and as a member of the Company’s Board of Directors on December 30, 2024.

Sugarman founded The Change Company CDFI LLC (“The Change Company”) and continues to serve as its Chief Executive Officer and Director of its Manager, TCC Manager LLC.

The Change Company is the holding company for residential mortgage related businesses including its primary subsidiary, Change Lending, LLC, which is a residential mortgage lender certified by the United States Department of the Treasury as a Community Development Financial Institution.

Since 2017, Mr.

Sugarman has also served as Of Counsel for the law firm Michelman & Robinson, LLP.

Sugarman was the Founder of Banc of California, Inc.

BANC) and, from 2010 through January 2017, Mr.

Sugarman served in various roles at BANC including at as a Director, Board Chair, Chief Executive Officer, and President.

Sugarman as served in roles including President, Chief Executive Officer, Director, and Board Chair of BANC’s national bank subsidiary Banc of California, NA until 2017.

Sugarman founded COR Securities Holdings, Inc.

where he served as a Director and Chief Executive Officer from 2011 through 2019.

COR Securities Holdings Inc.

was the holding company of COR Clearing LLC, a securities clearing firm, from 2011 until its successful sale to Axos Clearing, LLC in January 2019.

Since 2021, Mr.

Sugarman has also served as a Director of Dickens Management Group the Manager of LA Golf Partners LLC.

Sugarman is the Founder and Managing Member of COR Capital LLC and COR Advisors, LLC, is the CEO and a Director of Sugarman Enterprises, Inc., and was a Founding Partner of GPS Partners LLC, a $2 billion investment advisory firm.

From 2017 to 2020, Mr.

Sugarman served as a Senior Advisor and then General Counsel of the National Diversity Coalition, a national advocacy group for the underbanked.

Sugarman began his career as a management consultant at McKinsey & Company and later worked at Lehman Brothers.

Sugarman holds a B.A.

from Dartmouth College and a J.D.

from Yale Law School.

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

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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.

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• Executive Committee :

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

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

• Nominating and Corporate Governance Committee :

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Name Age Current Position with Patriot

Perillo 68 Executive Vice President and Chief Financial Officer

David Finn 55 Executive Vice President and Chief Financial Officer

Staudmyer 69 Secretary and Chief Human Resources Officer;

Executive Vice President and Chief Administrative Officer of the Bank

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

Joshua Oliver 52 Chief Compliance & Risk Officer of the Bank

Slater 56 Executive Vice President and Chief Credit Officer of the Bank

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Alfred Botta 52 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.

He served as a senior executive consultant for several months beginning in January 2017, tasked with assessing the finance department’s processes and improving operations and internal controls.

Perillo is a recognized finance industry leader with over two decades of experience in the banking industry, having served as Chief Accounting Officer and Chief Financial Officer for iQor Inc., a $1.5 billion global leader in business process outsourcing.

He began in public accounting with KPMG and then spent over 20 years in banking with Citibank, NatWest and as Senior Vice President & Controller for GreenPoint Financial, then one of the 50 largest banking companies in the U.S.

Perillo earned his Bachelor of Science in accounting from St.

John’s University and is a Certified Public Accountant.

Finn was appointed Chief Financial Officer and Executive Vice President on January 14, 2025.

He served as our Interim Chief Financial Officer and Executive Vice President since October 2024.

Finn was hired by the Bank on August 5, 2024, as Executive Vice President and Senior Finance Officer.

Before joining the Company, from May 2014 to June 2023, Mr.

Finn served as Senior Vice President at First Citizens Bank (formerly CIT Group Inc.), where he was responsible for all regulatory reporting.

Finn joined CIT Group Inc.

in 1998 and remained there until 2023, and held a number of positions in finance, including Global Controller of Equipment Finance and Non-Strategic Portfolios and Chief Financial Officer of the Consumer Finance segment.

Prior to joining CIT Group Inc., Mr.

Finn worked as a senior accountant in Price Waterhouse LLP and as staff accountant at Coopers & Lybrand LLP.

Finn received a Bachelor of Arts degree in Management, with an Accounting and Finance concentration, from Gettysburg College.

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

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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.

He has served on the board of directors of the MBA Career Services Council and as an Advisory Council Member of Cornell University’s Entrepreneurial and Personal Enterprise Program.

Corprew has served as Executive Vice President and Chief Compliance & Risk Officer of Patriot Bank since March 2015, ensuring compliance with local, state and federal regulations, and risk management.

She serves on the management committees for:

Regulatory Compliance, Enterprise Risk, Steering and CRA.

She holds a Certified Regulator Compliance Manager certification, a highly regarded recognition by the American Bankers Association.

With three decades of credit and risk management experience, she has held leadership positions at community-focused financial institutions and mortgage companies throughout the Tri-State area.

Early in her banking career, Ms.

Corprew was awarded honors for establishing a profitable mortgage center.

A staunch advocate for teaching financial literacy skills, Ms.

Corprew has led educational seminars and events at local schools, clubs and community organizations.

She has also held workshops on first-time home buying, credit and budgeting.

She has served as a member of the United Way Stamford Financial Stability Collaborative, and has served as a financial coach for the United Way.

She is a member of the Bank Compliance Association of Connecticut, and the Institute of Certified Bankers and Regulatory Compliance Group of Fairfield County.

She is also a board member of Housatonic Community College Foundation, serving as Vice President, a board member of Future Five and a member of The Helpers Club Scholarship Foundation of Stamford.

Corprew earned her bachelor’s degree from Rutgers University and a master’s degree in finance from Post University in Waterbury, CT.

Slater joined Patriot Bank in December 2022 as Executive Vice President and Chief Credit Officer.

Slater joins the Bank with over 25 years of experience in commercial banking industry.

Slater also has extensive experience in commercial real estate, as well as commercial and industrial lending.

Joshua Oliver

Oliver has served as the Chief Compliance & Risk Officer of the Bank since April 2024.

Oliver joined the Bank in May 2023 as Senior Vice President and Head of Digital Payments Compliance.

Prior to that, he held the role of President and Chief Compliance Officer for Symbridge LLC from May 2021 to May 2023, Senior Vice President and Chief Compliance Officer for Metropolitan Commercial Bank from July 2014 to February 2021.

Oliver began his career as a Bank Examiner for the New York State Department of Financial Services.

Oliver received a Bachelor degree of Business Administration at Baruch College, New York, NY in 1994.

He is also an ACAMS Certified Anti-Money Laundering Specialist.

Slater has served as Executive Vice President and Chief Credit Officer of the Bank since December 2022.

Slater has over 25 years of experience in the commercial banking industry, extensive experience in commercial real estate, as well as in commercial and industrial lending.

Since April 2017, Mr.

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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.

He has over twenty years of experience in the payments and prepaid market space and has been responsible for the growth of the Bank’s payments division.

He has over twenty years of experience in payments and prepaid market space and has been responsible for the growth of the Bank’s payments division.

Prior to joining the Bank, Mr.

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(previously a wholly-owned subsidiary of Customers Bank).

Botta also served on senior management roles with several institutions including Metropolitan Commercial Bank, CashZone (the retail check cashing division of Metropolitan Commercial Bank), PreCash, Inc., PreCommunications Inc., and IDT Corporation.

Botta also served senior management roles with several institutions including Metropolitan Commercial Bank, CashZone (the retail check cashing division of Metropolitan Commercial Bank), PreCash, Inc., PreCommunications Inc., and IDT Corporation.

Botta studied at Adelphi University focusing in Business Administration and Operations.

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We have reviewed all forms filed electronically with the SEC during, and with respect to, fiscal year of 2024.

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 2023, except that each of Edward N.

Constantino, Emile Van den Bol, and Michael J.

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

Staudmyer, Thomas E.

Slater, Steven Grunblatt, and Doherty Grace were late in filing a Form 4 in connection with a restricted stock grant, and David Finn was late in filing a Form 3 related to his appointment as an officer.

Code of Ethics

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The Code of Conduct was filed with the SEC as Exhibit 14 to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004.

In addition, all of our directors, officers and employees are required to comply with a Code of Ethics and Conflict of Interest Policy which is filed herewith as Exhibit 14.2 .

Shareholders may request a copy of either Code, without charge, by contacting Joseph D.

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

In addition, all of our directors, officers and employees are required to comply with a Code of Ethics and Conflict of Interest Policy which is filed with the SEC as Exhibit 14.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Shareholders may request a copy of either Code, without charge, by contacting David Finn, Chief Financial Officer, Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, Connecticut 06901, (203) 252-5900.

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.

We have adopted a clawback policy on November 30, 2023 that applies to our executive officers (the “Clawback Policy”), which is filed as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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.

Insider Trading Policy

The Company has adopted an Insider Trading Policy governing the purchase, sale and/or other dispositions of the Company’s securities by its directors, officers and employees and by the Company itself.

A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

Summary Compensation Table

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

The table below sets forth, for the last two fiscal years, the compensation earned by our Chief Executive Officer and Chief Financial 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

David Lowery 2024 $ 400,000 $ — $ 5,820 $ 9,885 $ 415,705

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

Director and Chief Executive Officer of the Company;

Director, President and Chief Executive Officer of the Bank 2023 $ 358,559 $ 54,600 $ 11,491 $ 9,646 $ 434,296

Perillo * 2024 $ 283,815 $ 325,000 $ — $ 11,772 $ 620,587

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

Former Chief Financial Officer 2023 $ 287,490 $ 54,600 $ — $ 14,262 $ 356,352

Alfred Botta 2024 $ 272,942 $ 293,279 $ — $ 10,350 $ 576,571

Executive Vice President and Chief Payments Officer of the Bank 2023 $ 270,000 $ 182,978 $ — $ 9,900 $ 462,878

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

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

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.

Thomas Slater 2024 $ 264,250 $ 60,000 $ 8,125 $ 1,573 $ 333,948

Executive Vice President and Chief Credit Officer of the Bank 2023 $ 260,000 $ 25,000 $ — $ 650 $ 285,650

Steven Grunblatt 2024 $ 270,375 $ — $ 1,449 $ 8,111 $ 279,935

Executive Vice President and Chief Information Office of the Bank 2023 $ 269,466 $ 52,500 $ — $ 8,084 $ 330,050

David Finn ** 2024 $ 97,981 $ — $ — $ — $ 97,981

Chief Financial Officer 2023 $ — $ — $ — $ — $ —

Perillo served as our Chief Financial Officer until October 30, 2024.

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

Perillo as Interim Chief Financial Officer.

** On January 14, 2025, David Finn was officially appointed Chief Financial Officer and Executive Vice President.

(1) (2) The “All Other Compensation” column for the fiscal year ended December 31, 2024 and 2023 includes the following compensation items:

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David Lowery $ 9,885 $ — $ 9,885 $ 9,646 $ — $ 7,590

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

Perillo 6,272 5,500 11,772 8,262 6,000 12,150

Alfred Botta 10,350 — 10,350 9,900 — 12,840

Corprew 8,262 — 8,262 5,555 — 5,555

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

Thomas Slater 1,573 — 1,573 650 — 650

Steven Grunblatt 8,111 — 8,111 8,084 — 8,084

Outstanding Equity Awards at Fiscal Year-End

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.

The following Executive Officers of the Company and the Bank had unvested equity awards at December 31, 2024:

Name Number of Unvested Equity Awards

David Lowery 68,790

Thomas Slater 5,103

Steven Grunblatt 1,496

David Finn 53,125

Staudmyer 2,639

Executive Compensation Incentive Plan

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Grace Doherty 39,500 14,346 53,846

Sugarman — — —

(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 2024.

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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.

Constantino, Emile Van den Bol, Michael J.

Weinbaum, and Grace Doherty.

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

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Name of Beneficial Owner Shares of Common Stock Beneficially Owned Percent of Class

Sugarman 7,019,978 (1) 9.5 %

Carrazza 67,254 (2) *

Lowery 12,000 *

Perillo 4,263 (2) *

David Finn — *

Staudmyer 4,522 *

Corprew 2,026 *

Joshua Oliver — *

Slater 6,245 *

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All Directors and Executive Officers 7,560,777 10.3 %

AFP Forty Six Corp.

342,172 (5) 8.61 %

Harvey Sandler Revocable Trust 317,248 (6) 7.98 %

Siguler Guff Advisers, LLC 460,589 (7) 11.58 %

SMC Holdings I, LP 427,691 (8) 10.76 %

LMI Partners, LLC 285,915 (9) 7.19 %

AllianceBernstein L.P.

388,977 (10) 9.78 %

FHNB LLC 6,666,667 (5) 9.0 %

CB Growth Capital, LLC 6,000,000 (6) 8.1 %

Patriot 26, LLC 4,666,667 (7) 6.3 %

Moniqua 30, LLC 3,866,720 (8) 5.2 %

* Less than one percent (1%)

(1) On March 20, 2025, the Steven and Ainslie Sugarman Living Trust, a revocable living trust for the benefit of Steven Sugarman and Ainslie Sugarman (the "Trust"), acquired 7,019,978 shares of Common Stock in the Private Placement.

Based solely on the information set forth in the Schedule 13D filed with the SEC on April 2, 2025, Steven and Ainslie Sugarman Living Trust (the “Sugarman Trust”) is a revocable living trust for the benefit of Steven Sugarman and Ainslie Sugarman.

Steven Sugarman and his spouse, Ainslie Sugarman, as trustees of the Sugarman Trust, therefore may be deemed to have voting and dispositive power over the securities held by the Sugarman Trust.

The address of the Sugarman Trust is c/o Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, Connecticut 06901.

The Trust also holds 19,167 shares of Series A Non-Cumulative Perpetual Convertible Preferred Stock, convertible into 1,533,333 shares of Common Stock, and an additional 5,833 shares of Series A Preferred Stock convertible into 466,667 shares of Common Stock, as reimbursement for Mr.

Sugarman's legal fees and expenses related to the Private Placement.

The conversion of these preferred shares is subject to a limitation that prevents the Reporting Persons from becoming the beneficial owner of more than 9.99% of the Issuer's voting securities.

Additionally, Mr.

Sugarman, who serves as President and a member of the Board of Directors of the Company, was granted Restricted Stock Units ("RSUs") under an Employment Agreement effective March 20, 2025.

These RSUs vest in twelve equal monthly installments starting from March 20, 2025, and will be settled on March 20, 2026.

If the Issuer's 2025 Omnibus Equity Incentive Plan is approved by shareholders, each vested RSU will be settled in one share of Common Stock, up to a total of 4,049,593 shares.

If the Plan is not approved, the RSUs will be settled in cash based on the fair market value of the shares as of March 20, 2026.

The settlement of RSUs is also subject to the 9.99% ownership limitation.

(2) Includes 12,221 shares held by Solaia Capital Management Profit Sharing Plan for the benefit of Mr.

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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.

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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/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.

Siguler, Andrew J.

Guff, Donald P.

Spencer and Kenneth J.

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.

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.

Steffens and Gregory P.

Ho each serves as a Managing Member of SMC GP, and therefore may be deemed to have voting and dispositive power over the shares held by SMC GP.

The address of SMC GP is c/o Spring Mountain Capital, LP, 650 Madison Avenue, 20th Floor, New York, NY 10022.

(9) Based solely on the information set forth in the Schedule 13G filed with the SEC on April 16, 2021, Earl A.

Samson III is Manager of LMI Partners, LLC, and therefore may be deemed to have voting and dispositive power over the shares held by LMI Partners, LLC.

The address of LMI Partners, LLC is 954 Lexington Avenue, Suite 124, New York, NY 10021.

(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 501 Commerce Street, Nashville, TN 37203.

(5) FHNB LLC acquired 6,666,667 shares of Common Stock in the Company’s Private Placement on March 20, 2025.

Based solely on the information set forth in the Schedule 13D filed with the SEC on April 11, 2025, voting and dispositive power over the shares held by FHNB may be deemed to be shared by its ultimate controlling persons:

Michelman, Laura Michelman, Marc Ezralow, Bryan Ezralow, Jeff Seabold, Jack E.

Lambert, Noah Mamet, Will Taylor, and Bradley H.

Mindlin (collectively, the "Controlling Persons").

These individuals exercise control through their interests in FHNB's parent entities, primarily Flyhouse Management, LLC (90% owner of FHNB) and Just Two Kings, LLC (10% owner of FHNB).

Lambert serves as Chief Executive Officer of FHNB.

Each of the Controlling Persons expressly disclaims beneficial ownership of the securities owned by FHNB except to the extent of their pecuniary interest therein.

The address for FHNB LLC is 10880 Wilshire Blvd., 19th Floor, Los Angeles, CA 90024.

(6) CB Group Capital, LLC acquired 6,000,000 shares of Common Stock in the Company’s Private Placement on March 20, 2025.

(7) Patriot 26, LLC acquired 4,666,667 shares of Common Stock in the Company’s Private Placement on March 20, 2025.

(8) Moniqua 30 LLC acquired 3,866,720 shares of Common Stock in the Company’s Private Placement on March 20, 2025.

Equity Compensation Plan Information as of the End of Fiscal 2024

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There were no loans to officers and directors outstanding as of December 31, 2024 and 2023.

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

Deposits from related parties aggregated $63,000 and $64,000 as of December 31, 2024 and 2023, respectively.

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

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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, Weinbaum and Doherty.

Constantino, Van den Bol, Weinbaum, and Ms.

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

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Audit fees (1) $ 728,181 $ 623,689

Audit related fees (1) — —

All other fees (2) 22,575 23,625

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(1) The aggregate fees included in Audit Fees are fees billed for the fiscal years.

The aggregate fees included in each of the other categories are fees billed in the fiscal years.

(2) The aggregate fees included in the other categories are fees billed in the fiscal years.

Audit Committee Pre-Approval Policies and Procedures

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EXHIBIT INDEX

2.1** Termination and Release Agreement, dated as of July 18, 2022, by and among Patriot National Bancorp, Inc., and American Challenger Development Corp.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 20, 2022).

3.1 Certificate of Incorporation of Patriot National Bancorp, Inc.

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3.4 Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp Inc., dated October 6, 2010 (incorporated by reference to Exhibit 3.l to the Company’s Current Report Form 8-K filed on October 21, 2010)

3.5 Certificate of Amendment of Certificate of Incorporation of Patriot N ational Bancorp , Inc.

dated M a rch 12, 2025 (incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K filed on March 19, 2025)

3.6 Amended and Restated By-laws of Patriot National Bancorp Inc.

(incorporated by reference to Exhibit 3(ii) to the Company’s Current Report on Form 8-K filed on November 1, 2010)

4.1 Form of 6.25% Fixed to Floating Rate Subordinated Note (incorporated by reference to Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 14, 2018)

4.2 Form of 8.5% Senior Note due 2026 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21, 2022).

4.1 Form of 6.25% Fixed to Floating Rate Subordinated Note due June 30, 2028 (incorporated by reference to Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 14, 2018)

10.1† Patriot National Bancorp, Inc.

Amendment and Restatement of the 2020 Restricted Stock Award Plan (incorporated by reference to Exhibit A to the Company’s Proxy statement on Schedule 14A filed on November 10, 2022).

10.2 Form of Subordinated Note Purchase Agreement (incorporated by reference to Exhibit 10(6) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 14, 2018)

10.3*** Investment Agreement, dated as of November 14, 2021, between Patriot National Bancorp, Inc., Patriot Bank, N.A and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P.

and Oaktree Opportunities Fund XI Holdings (Delaware), L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 16, 2021).

10.4*** Investment Agreement, dated as of November 14, 2021, between Patriot National Bancorp, Inc., Patriot Bank, N.A and AG Credit Solutions Master Fund II A, L.P., AG Credit Solutions Non ECI Master Fund, L.P., AG Potomac Fund, L.P., AG Capital Solutions SMA One, L.P., AG Cataloochee, L.P., and AG Centre Street Partnership, L.P.(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 16, 2021).

10.5*** Investment Agreement, dated as of November 14, 2021, between Patriot National Bancorp, Inc.

and Eagle Strait I LLC and Eagle Strait II LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 16, 2021).

10.2 Form of Agreement by and between Patriot Bank, National Association and the Office of the Comptroller of the Currency (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 21, 2025)

10.3 Form of Subordinated Note Purchase Agreement due June 2028 (incorporated by reference to Exhibit 10(6) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 filed on August 14, 2018)

Amendment to the 8.5% Fixed Rate Senior Notes Due 2026, dated February 14, 2025

Amendment to the 8.5% Fixed Rate Senior Notes Due 2026 , dated March 1 5 , 2025

Amendment to the 6.25% Fixed to Floating Subordinated Note due June 30, 2028, dated March 17, 2025

10.7 Form of Securities Purchase Agreement with Lead Investors (incorporated by reference to Exhibit 10.

1 to the Company's Current Report on Form 8-K filed on March 20, 2025)

10.8 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company 's Current Report on Form 8-K filed on March 20, 2025)

10.9 F orm of Registration Rights Agreement (incorporated by reference to Exhibit 10 .3 to the Company’s Current Report on Form 8-K filed on March 21, 2025 )

10.1 2025 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.

4 to the Company’s Current Report on Form 8-K filed on March 21, 2025)

14.1 Code of Conduct for Senior Financial Officers (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10 -KSB for the year ended December 31, 2004 (Commission File No.

14.2* Code of Ethics and Conflict of Interest Policy

14.2 Code of Ethics and Conflict of Interest Policy (incorporated by reference to Exhibit 14.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023)

19* Insider Trading Policy

21.1 Subsidiaries of Bancorp (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on April 29, 2020)

4 unchanged sentences

97.1 Patriot National Bancorp, Inc.

Clawback Policy

Clawback Policy (incorporated by reference to Exhi bit 97.1 to the Company ’ s Annual Report on Form 10-K for the year ended December 31, 202 3 filed on April 1, 2024)

101.INS#* Inline XBRL Instance Document

7 unchanged sentences

* Provided herewith.

** Schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

PNBK agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

*** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

PNBK agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

The exhibits marked with the section symbol (#) are interactive data files.

2 unchanged sentences

Patriot National Bancorp, Inc.

/s/ Joseph D.

/s/ David Finn

Executive Vice President and Chief Financial Officer

4 unchanged sentences

April 15, 2025

/s/ Joseph D.

Perillo Executive Vice President and Chief Financial Officer

/s/ David Finn Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

11 unchanged sentences

Grace Doherty

/s/ Steven Sugarman

President and Director

April 15, 2025

Steven Sugarman

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