What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-04-15 · 139 added, 156 removed, 17 unchanged (95% of the section changed)

Patriot National Bancorp, Inc.

(the “Company” or “PNBK”), a Connecticut corporation, is a one-bank holding company for Patriot Bank, N.A, a national banking association headquartered in Stamford, Fairfield County, Connecticut (the “Bank”) (collectively, “Patriot”).

The Bank received its charter and commenced operations as a national bank on August 31, 1994.

The Bank has a total of eight branch offices comprised of seven branch offices located in Fairfield and New Haven Counties, Connecticut and one branch office located in Westchester County, New York as of December 31, 2024.

On March 11, 2003, the Company formed Patriot National Statutory Trust I (the “Trust”) for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures issued by the Company.

The Company primarily invested the funds from the issuance of the debt in the Bank.

The Bank used the proceeds to fund general operations.

On March 20, 2025, the Company entered into (i) securities purchase agreements (the “Co-Lead Investors Agreements”) with its President and director, Steven Sugarman (the “Lead Party”), and three co-lead investors (the “Co-Lead Investors”), and (ii) securities purchase agreements (the “Purchasers Agreements”, and together with the Co-Lead Investors Agreements, the “Securities Purchase Agreements”) with other accredited investors (collectively, and together with the Co-Lead Investors and the Lead Party, the “Purchasers”).

Also on March 20, 2025, the Company completed a $57.75 million private placement of:

(i) shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Company’s preferred stock, no par value per share, designated as Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”), with a liquidation preference of $60 per share (the “Private Placement”).

The Private Placement included the issuance of:

(i) 60,400,106 shares of Common Stock, and (ii) 90,832 shares of Series A Preferred Stock, convertible, in the aggregate, into 7,266,560 shares of Common Stock.

In addition, as part of the Private Placement, on March 20, 2025, the Company’s amendments to (i) 6.25% Fixed to Floating Subordinated Note due June 30, 2028 (the “Subordinated Note”), and (ii) 8.5% Fixed Rate Senior Notes Due 2026 (the “Senior Notes” and together with the Subordinated Note, the “Notes”) became effective and noteholders converted approximately $7.0 million of the aggregate principal amount of the Notes into 9,333,334 shares of Common Stock.

The amendment to the Subordinated Note provides that the interest on the Subordinated Note will be paid-in-kind (“PIK”) and the aggregate outstanding principal amount of the Subordinated Note will be automatically increased on each interest payment date by the amount of such PIK interest for all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through and including the March 30, 2026 interest payment date.

In addition, pursuant to such amendment, the noteholder agreed to convert $2.0 million of the outstanding principal amount of the Subordinated Note into shares of Common Stock effective on the closing date of the Private Placement.

The amendment to the Senior Notes provides that (i) the maturity date of the Senior Notes will be extended to April 15, 2028, (ii) the interest rate will be increased to 10% effective as of January 1, 2026, and (iii) at any time prior to the maturity date, the Company may repay any amount of the outstanding principal amount of the Senior Notes, in whole or in part, without penalty.

In addition, pursuant to such amendment, the noteholders agreed to convert into shares of Common Stock an amount of the outstanding Senior Notes, on a pro rata basis, equal to $5.0 million based on the terms of the amendment and the closing of the private placement, and all accrued and unpaid interest payments as of the closing date of the Private Placement and for future scheduled interest payments owed through the January 15, 2026 payment may be PIK.

As of the date hereof, the only business of the Company is its ownership of all of the issued and outstanding capital stock of the Bank and the Trust.

Except as specifically noted otherwise herein, the balance of the description of the Company’s business is a description of the Bank’s business.

Business Operations

The Bank offers, on a limited basis to satisfy Community Reivestment Act requirements, commercial real estate loans, commercial business loans, SBA loans originated under the U.S.

Small Business Administration ("SBA") 7(a) program, and limited consumer loans with an emphasis on serving the needs of individuals, small and medium‑sized businesses and professionals.

The Bank’s lending activities are conducted principally in Fairfield and New Haven Counties in Connecticut and Westchester County in New York, although the Bank’s loan business is not necessarily limited to these areas.

The Bank previously had offered loans on residential real estate but discontinued doing so during 2013.

Since 2016, Patriot has purchased residential real estate loans.

In 2024, the Bank reentered the residential mortgage business and began originating mortgage loans through its mortgage origination unit, Residential Mortgage Division, based in Jacksonville, Florida.

These mortgage loans are typically sold to third parties.

Further information of the residential mortgage loans held-for-sale is set forth in Note 5 to the consolidated financial statements.

Consumer and commercial deposit accounts offered include:

checking, interest‑bearing negotiable order of withdrawal (“NOW”), money market, time certificates of deposit, savings, prepaid deposit accounts, on-line national money market accounts, Certificate of Deposit Account Registry Service (“CDARS”), Individual Retirement Accounts (“IRAs”), Health Savings Accounts (“HSAs”), and prepaid debit card deposits.

Other services offered by the Bank include Automated Clearing House (“ACH”) transfers, lockbox, internet banking, bill paying, remote deposit capture, debit cards, money orders, traveler’s checks, and automatic teller machines (“ATMs”).

In addition, the Bank may in the future offer other financial services.

(exclusive of its subsidiaries, “PNBK” or the “Holding Company”) is a Connecticut corporation and a registered bank holding company.

The Holding Company’s principal asset is Patriot Bank, N.A., a national banking association headquartered in Stamford, Connecticut (the “Bank”) and its other wholly owned subsidiaries are Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively with PNBK and Bank, the “Company”, “we”, “us”, or “our”).

The Bank, a member of the Federal Reserve System (the “Federal Reserve”), operates under a national bank charter issued by the Office of the Comptroller of the Currency (“OCC”), and its deposits are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits.

The Company’s common stock is listed on the Nasdaq Global Market under the symbol “PNBK.” As of December 31, 2025, the Company’s only material operating business is the ownership and operation of the Bank.

The Bank commenced operations in 1994 and, as of December 31, 2025, operated eight branch offices, including seven branches in Connecticut and one branch in New York.

In addition to its branch network, the Bank serves clients through relationship-based banking, treasury management, institutional banking, and digital banking channels.

2025 Transformation and Strategic Repositioning

During 2025, the Company undertook a substantial transformation of its capital structure, governance, management team, and business strategy.

The Company completed significant capital raising transactions during 2025, restructured certain outstanding debt obligations, and reconstituted senior management and the Board of Directors.

These actions were part of a broader repositioning of the Bank’s business model, operating infrastructure, and risk management framework.

In January 2025, the Bank entered into a Formal Agreement with the OCC (the “Formal Agreement”) that required the Bank to take specified actions to strengthen capital, strategic planning, governance, risk management, and other aspects of its risk, compliance and operations.

The Formal Agreement has materially influenced the Bank’s activities during 2025 and is expected to continue to influence management priorities in 2026, including capital planning, remediation efforts, policy enhancements, management reporting, and the pacing and scope of business line development.

The Bank’s strategic plan and capital plan were developed in part to address deficiencies identified through supervisory processes and to support the Bank’s operation in a safe and sound manner while the Formal Agreement remains in effect.

As part of this repositioning, the Bank reviewed its legacy products, exited or curtailed certain non-core activities, enhanced its enterprise risk management and reporting capabilities, and refocused its business on targeted customer segments and products that management believes are better aligned with the Bank’s risk appetite and long-term strategy.

Business Strategy

The Bank is repositioning its business model to focus on relationship-driven banking and specialized financial services for selected customer segments.

As reflected in the Bank’s strategic plan, the Bank’s principal target client segments are:

• entrepreneurs, investors, business leaders, and the businesses and advisors who serve them;

• digital payments and related institutional banking clients, including program managers, financial technology companies, and payment processors;

• underbanked but creditworthy individuals and businesses in the Bank’s market areas.

The Bank’s strategy is intended to align its products, service model, capital deployment, and risk management framework with these target segments.

The Bank continues to retain certain deposit (e.g., retail) and lending relationships with legacy customers from prior to the March 2025 recapitalization (its “Legacy Business”).

The Legacy Business is anticipated to reduce over time as a percentage of the Bank’s overall loans and deposits.

Management’s strategic repositioning has included narrowing or eliminating certain Legacy Business, redesigning product offerings, enhancing relationship management capabilities, and investing in operational, compliance, and reporting infrastructure.

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Lending Activities

The Bank’s lending activities have been refocused on products that management believes are consistent with the Bank’s strategic direction and risk appetite.

During 2025, the Bank reduced or exited certain legacy or non-core lending activities and began emphasizing a more focused set of lending programs.

The strategic plan identifies commercial real estate lending, high-net-worth and business lines of credit, and rediscount or other asset-secured lending facilities among the lending activities the Bank expects to emphasize.

Commercial real estate lending is generally now focused on relationship-based originations for borrowers with established or expected deposit relationships.

The Bank also seeks to offer secured and unsecured credit facilities to high-net-worth individuals, entrepreneurs, and businesses, including lines of credit that may be supported by marketable securities, real estate, business assets, or other collateral.

In addition, the Bank is developing rediscount and related asset-backed financing capabilities for certain institutional and high net worth client relationships.

The Bank has also historically purchased certain loans and investment assets as part of balance sheet management and liquidity deployment.

Management’s current strategy contemplates more selective use of purchased assets and investments, including residential mortgage-related assets and government, agency, and investment-grade securities, subject to capital, liquidity, concentration, and risk management considerations.

Deposit Products and Treasury Management

The Bank offers traditional deposit products for consumer and commercial customers, including demand deposits, noninterest-bearing and interest-bearing checking accounts, money market accounts, savings accounts, certificates of deposit, individual retirement accounts, and health savings accounts.

The Bank also offers treasury management and transaction services, including online and mobile banking, ACH services, wire transfers, debit card services, remote deposit capture, and other cash management tools.

As part of its repositioning, the Bank is seeking to increase relationship-based deposits from target clients, including high-net-worth households, family offices, private businesses, fiduciaries, nonprofit organizations, non-depository financial institutions, and institutional clients.

Management has also emphasized deposit pricing, service enhancements, and treasury management capabilities intended to support more durable and relationship-oriented funding sources.

Institutional Banking and Digital Payments

The Bank’s institutional banking activities include services provided to financial technology companies, program managers, non-depository financial institutions, lenders, and other businesses that seek a banking partner for deposits, loans, payments, transaction accounts, card-related services, treasury management, and other banking solutions.

The Bank views this line of business as an important source of deposits and fee income.

Through its digital payments activities, the Bank provides or supports services such as ACH and money movement, debit and credit card program sponsorship, settlement-related services, and FDIC-insured deposit account functionality for program relationships.

Because these activities can involve elevated operational, compliance, fraud, liquidity, and Bank Secrecy Act / anti-money laundering (BSA/AML) risk, the Bank is enhancing associated controls, policies, staffing, and reporting as part of its broader remediation and risk management initiatives.

Investment Securities

In the normal course of business, the Bank invests a portion of its assets in investment securities to manage liquidity, interest rate risk, and earnings.

The investment portfolio may include U.S.

Treasury securities, government agency securities, mortgage-backed securities, and certain investment-grade private-label securities or other permissible investments.

Management’s stated strategy emphasizes liquidity, diversification, and capital preservation, while aligning investment activity with the Bank’s capital, liquidity, and interest rate risk management objectives.

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Market Area and Offices

The Bank’s branch office locations are summarized as follows:

8 unchanged sentences

8 Scarsdale Westchester New York

The Stamford, Connecticut location serves as Patriot’s headquarters.

Additionally, the Bank also operates a loan origination office at its Stamford location.

The Bank’s employees perform most routine day-to-day banking transactions.

The Bank has entered into a number of arrangements with third-party outside service providers, who provide services such as correspondent banking, check clearing, data processing services, credit card processing and armored car carrier transport.

In addition to traditional retail banking services, the Bank generates deposit balances through its Digital Payments Division (“DPD”).

The DPD works with fully vetted and approved program managers to serve as their co-partner in processing high-volume payment transactions.

The business is an increasing source of lower cost deposit balances and non-interest income to the Bank.

In the normal course of business, subject to applicable government regulations, the Bank invests a portion of its assets in investment securities, which may include government securities.

The Bank’s investment portfolio strategy is to maintain a balance of high-quality diversified investments that minimizes risk, maintains adequate levels of liquidity, and limits exposure to interest rate and credit risk.

Conditionally guaranteed or Government sponsored, U.S.

federal government issues comprise the majority of the Bank’s investment portfolio.

As of December 31, 2024, Patriot had 129 full-time employees.

None of Patriot’s employees are covered by a collective bargaining agreement.

The Bank competes with a variety of financial institutions for loans and deposits in its market area.

These include larger financial institutions with greater financial resources, larger branch systems and higher lending limits, as well as the ability to conduct larger advertising campaigns to attract business.

The larger financial institutions may also offer additional services such as trust and international banking, which the Bank is not equipped or authorized to offer directly.

When the need arises, arrangements are made with correspondent financial institutions to provide such services.

To attract business in this competitive environment, the Bank relies on local promotional activities, personal contact by officers and directors, customer referrals, and its ability to distinguish itself by offering personalized and responsive banking service.

The Bank also leverages a presence on social media and does a reasonable amount of advertising online.

The customer base of the Bank generally is meant to be diversified, so that there is not a concentration of either loans or deposits within a single industry, a group of industries, or a single person or groups of people.

The Bank establishes concentration limits to monitor the risk and implements mitigating controls and procedures related to the limits.

The Bank’s loan customers extend beyond the towns and cities in which the Bank has branch offices, including nearby towns in Fairfield and New Haven Counties in Connecticut, and Westchester County and the five boroughs of New York City in New York, although the Bank’s loan business is not necessarily limited to these areas.

While the Bank does not currently hold or intend to attract significant deposit or loan business from major corporations with headquarters in its market area, the Bank believes that small manufacturers, distributors and wholesalers, and service industry professionals and related businesses, which have been attracted to this area, as well as the individuals that reside in the area, represent current and potential customers of the Bank.

In recent years, intense market demands, economic pressures, and significant legislative and regulatory actions have eroded banking industry classifications, which were once clearly defined, and have increased competition among banks, as well as other financial services institutions including non-bank competitors.

This increase in competition has caused banks and other financial services institutions to diversify their services and become more cost effective.

The impact of market dynamics, legislative, and regulatory changes on banks and other financial services institutions has increased customer awareness of product and service differences among competitors and increased merger activity among banks and other financial services institutions.

In addition to its branch network, the Bank has its headquarters in Stamford, CT (separate from the Stamford branch location).

The Bank also maintains a banking office in Beverly Hills, California that supports relationship development and client coverage in the Los Angeles market.

This office opened in the first quarter of 2026.

The Bank’s primary historical markets are the Tri-State area of Connecticut, New York and New Jersey.

The Bank also serves clients beyond its branch footprint through its relationship banking, institutional banking, and digital payments activities.

As of December 31, 2025, the Company had 107 full-time employees.

None of the Company’s employees are represented by a collective bargaining agreement.

During 2025, the Company substantially reconstituted its senior management team and added personnel in key functions, including executive management, risk management, operations, finance, accounting, treasury management, technology, legal, compliance, and relationship management.

Management believes these personnel changes are an important part of the Bank’s remediation and strategic repositioning efforts.

The Bank operates in a highly competitive environment and competes with national, regional, and community banks, as well as non-bank financial institutions, financial technology firms, private lenders, and other providers of financial services.

Many of these competitors have substantially greater financial, technological, operational, and marketing resources than the Bank.

The Bank seeks to compete through relationship-based service, specialized deposit and lending solutions, treasury management capabilities, institutional banking services, and an operating model designed to serve targeted customer segments that management believes have banking needs that the Bank can offer with attractive risk-adjusted returns that remain unmet by their traditional banking partners.

Supervision and Regulation

As a bank holding company, the Company’s operations are subject to regulation, supervision, and examination by the Board of Governors of the Federal Reserve System (the “Fed”).

The Fed has established capital adequacy guidelines for bank holding companies that are similar to the Office of the Comptroller of the Currency’s (“OCC”) capital guidelines applicable to the Bank.

The Bank Holding Company Act of 1956, as amended (the “BHC”), limits the types of companies that a bank holding company may acquire or organize and the activities in which it or they may engage.

In general, bank holding companies and their subsidiaries are only permitted to engage in, or acquire direct control of, any company engaged in banking or in a business so closely related to banking as to be a proper incident thereto.

Federal legislation enacted in 1999 authorizes certain entities to register as financial holding companies.

Registered financial holding companies are permitted to engage in businesses, including securities and investment banking businesses, which are prohibited to bank holding companies.

The creation of financial holding companies has had no significant impact on the Company.

Under the BHC, the Company is required to file semi-annual reports of its operations with the Fed for the period ended June 30 and for the year ended December 31.

Patriot and any of its subsidiaries are subject to examination by the Fed.

In addition, the Company will be required to obtain the prior approval of the Fed to, with certain exceptions, acquire more than 5% of the outstanding voting stock of any bank or bank holding company, acquire all or substantially all of the assets of a bank, or merge or consolidate with another bank holding company.

Moreover, Patriot and any of its subsidiaries are prohibited from engaging in certain tying arrangements, in connection with any extension of credit or provision of any property or services.

The Bank is also subject to certain restrictions imposed by the Federal Reserve Act on issuing any extension of credit to the Company or any of its subsidiaries, or making any investments in the stock or other securities thereof, and on the taking of such stock or securities as collateral for loans to any borrower.

If the Company wants to engage in businesses permitted to financial holding companies, but not to bank holding companies, it would need to register with the Fed as a financial holding company.

The Fed has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses its view that a bank holding company should pay cash dividends only to the extent that the bank holding company’s net income for the past year is sufficient to cover both the cash dividend and a rate of earnings retention that is consistent with the bank holding company’s capital needs, asset quality, and overall financial condition.

The Fed has also indicated that it would be inappropriate for a bank holding company experiencing serious financial problems to borrow funds to pay dividends.

Furthermore, under the prompt corrective action regulations adopted by the Fed, if any of its subsidiaries is classified as “undercapitalized”, the bank holding company may be prohibited from paying dividends.

A bank holding company is required to give the Fed prior written notice of any purchase or redemption of its outstanding equity securities, if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of its consolidated retained earnings.

The Fed may disapprove of such a purchase or redemption, if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Fed order, or any condition imposed by, or written agreement with, the Fed.

The Company is subject to capital adequacy rules and guidelines issued by the Fed and the Bank is subject to capital adequacy rules and guidelines issued by the OCC and FDIC.

These substantially identical rules and guidelines require Patriot to maintain certain minimum ratios of capital to adjusted total assets and/or risk-weighted assets.

Under the provisions of the FDIC Improvements Act of 1991, the federal regulatory agencies are required to implement and enforce these rules in a stringent manner.

The Company is also subject to applicable provisions of Connecticut law, insofar as they do not conflict with, or are not otherwise preempted by, federal banking law.

Patriot’s operations are subject to regulation, supervision, and examination by the FDIC and the OCC.

Federal and state banking regulations govern, among other things, the scope of the business of a bank, a bank holding company, or a financial holding company, the investments a bank may make, deposit reserves a bank must maintain, the establishment of branches, and the activities of a bank with respect to mergers and acquisitions.

The Bank is a member of the Fed and, as such, is subject to applicable provisions of the Federal Reserve Act and regulations thereunder.

The Bank is subject to the federal regulations promulgated pursuant to the Financial Institutions Supervisory Act that are designed to prevent banks from engaging in unsafe and unsound practices, as well as various other federal, state, and consumer protection laws.

The Bank is also subject to the comprehensive provisions of the National Bank Act.

The OCC regulates the number and locations of branch offices of a national bank.

The OCC may only permit a national bank to maintain branches in locations and under the conditions imposed by state law upon state banks.

At this time, applicable Connecticut banking laws do not impose any material restrictions on the establishment of branches by Connecticut banks throughout Connecticut.

New York State law is similar;

however, the Bank cannot establish a branch in a New York town with a population of less than 50,000 inhabitants, if another bank is headquartered in that town.

The earnings and growth of Patriot and the banking industry in general are affected by the monetary and fiscal policies of the United States (“U.S.”) government and its agencies, particularly the Fed.

The Open Market Committee of the Fed implements national monetary policy to curb inflation and combat recession.

The Fed uses its authority and various policies to adjust interest rates on U.S.

government securities, the discount rate, and deposit reserve retention rates.

The actions of the Fed influence the growth of bank loans, investments, and deposits.

They also affect interest rates charged on loans and paid on deposits.

The nature and impact of any future changes in monetary policies cannot be predicted.

In addition to other laws and regulations, Patriot is subject to the Community Reinvestment Act (“CRA”), which requires the federal bank regulatory agencies, when considering certain applications involving Patriot, to consider Patriot’s record of helping to meet the credit needs of its entire community, including low- and moderate-income neighborhoods.

The CRA was originally enacted because of concern over unfair treatment of prospective borrowers by banks and unwarranted geographic differences in lending patterns.

Existing banks have sought to comply with the CRA in various ways;

some banks have made use of more flexible lending criteria for certain types of loans and borrowers (consistent with the requirement to conduct safe and sound operations), while other banks have increased their efforts to make loans to help meet identified credit needs within the consumer community, such as those for home mortgages, home improvements, and small business loans.

Compliance may also include participation in various government insured lending programs, such as Federal Housing Administration insured or Veterans Administration guaranteed mortgage loans, Small Business Administration loans, and participation in other types of lending programs such as high loan-to-value ratio conventional mortgage loans with private mortgage insurance.

To date, the market area from which the Bank draws much of its business is in the towns and cities in which the Bank has branch offices, which are characterized by a very diverse ethnic, economic and racial cross-section of the population.

As the Bank expands further, the market areas served by the Bank will continue to evolve.

The Company and the Bank have not and will not adopt any policies or

practices, which discourage credit applications from, or unlawfully discriminate against, individuals or segments of the communities served by the Bank.

On October 26, 2001, the United and Strengthening America by Providing Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”) was enacted to further strengthen domestic security following the September 11, 2001 attacks.

The Patriot Act amended various federal banking laws, particularly the Bank Secrecy Act, with the intent to curtail money laundering and other activities that might be undertaken to finance terrorist actions.

The Patriot Act also requires that financial institutions in the U.S.

enhance already established anti-money laundering policies, procedures and audit functions, and ensure that controls are reasonably designed to detect instances of money laundering through certain correspondent or private banking accounts.

Verification of customer identification, maintenance of said verification records, and cross-checking names of new customers against government lists of known or suspected terrorists is also required.

The Patriot Act was reauthorized and modified with the enactment of The USA Patriot Act Improvement and Reauthorization Act of 2005.

Many of the provisions of The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) are aimed at financial institutions that are significantly larger than Patriot.

Notwithstanding this, there are many other provisions that Patriot is subject to and had to comply with since July 21, 2010, including any applicable rules promulgated by the Consumer Financial Protection Bureau (“CFPB”).

As rules and regulations are promulgated by the agencies responsible for implementing and enforcing Dodd-Frank, Patriot will have to address them to ensure compliance with such applicable provisions.

Management expects the cost of compliance to increase, due to the regulatory burden imposed by Dodd-Frank.

Dodd-Frank also broadened the base for FDIC insurance assessments.

Under rules issued by the FDIC in February 2011, the base for insurance assessments changed from domestic deposits to consolidated assets less tangible equity.

Assessment rates are calculated using formulas that take into account the risks of the institution being assessed.

The rule was effective beginning April 1, 2011 and did not have a material impact on the Company.

Financial reform legislation and the implementation of any rules ultimately issued could have adverse implications on the financial industry, the competitive environment, and the Bank’s ability to conduct business.

On October 24, 2023, the OCC, the Fed, and the FDIC released the final rule to strengthen and modernize their regulations implementing the CRA.

The final rule revises the CRA regulations to better achieve the CRA’s core purpose of encouraging banks to help meet the credit needs of their local communities.

It also adapts to changes in the banking industry, including the expanded role of mobile and online banking;

provides greater clarity and consistency in the application of CRA regulations;

tailors performance standards, data collection, and reporting requirements to account for differences in bank size, business model, and local conditions;

promotes transparency and public engagement;

confirms that CRA and fair lending responsibilities are mutually reinforcing;

and promotes a consistent regulatory approach that applies to banks regulated by all three agencies.

The final rule took effect on April 1, 2024, with staggered compliance dates of January 1, 2026, and January 1, 2027.

The Company and the Bank are subject to extensive federal regulation, supervision and examination.

Patriot National Bancorp, Inc., as a bank holding company, is subject to regulation and supervision by the Board of Governors of the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).

Patriot Bank, N.A., as a national banking association, is subject primarily to regulation, supervision and examination by the OCC.

The Bank’s deposits are insured by the FDIC up to applicable limits, and the Bank is also subject to certain applicable regulations of the FDIC and the Federal Reserve.

Federal banking laws and regulations affect, among other things, the scope of the Company’s and the Bank’s business, capital requirements, liquidity management, lending limits, branching, dividend payments, transactions with affiliates, consumer compliance, community reinvestment, and BSA/AML compliance.

These laws and regulations are intended primarily for the

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protection of depositors, the Deposit Insurance Fund, and the banking system as a whole, rather than for the protection of shareholders.

Bank Holding Company Regulation

As a bank holding company, the Company is subject to the BHC Act and to supervision, regulation and examination by the Federal Reserve.

The BHC Act limits the activities of bank holding companies and their subsidiaries and generally requires Federal Reserve approval before a bank holding company may acquire ownership or control of more than 5% of the voting shares of another bank or bank holding company, acquire substantially all of the assets of such an institution, or merge with another bank holding company, subject to certain exceptions.

The Company is also subject to Federal Reserve capital requirements and policy guidance, including policies requiring bank holding companies to serve as a source of financial and managerial strength to their subsidiary banks.

In addition, the Federal Reserve has authority to restrict or prohibit certain actions of a bank holding company, including the payment of dividends, if such actions would constitute an unsafe or unsound practice or would violate law, regulation, regulatory order, or supervisory condition.

Bank Regulation

The Bank is a national bank and is subject to the supervision, regulation and examination of the OCC.

The OCC has broad enforcement authority over national banks, including the power to impose restrictions, conditions, civil money penalties, and other corrective measures where warranted.

The Bank is also subject to certain provisions of the Federal Reserve Act and applicable FDIC regulations and requirements.

The Bank’s operations are subject to numerous laws and regulations, including requirements relating to permissible activities, loans to one borrower, insider transactions, real estate lending standards, reserves, liquidity, fiduciary activities where applicable, information security, vendor management, and other operational and compliance matters.

The Bank is also subject to laws and regulations designed to protect consumers and prohibit unfair, deceptive or abusive acts or practices, unlawful discrimination, and other improper conduct in the offering of financial products and services.

Formal Agreement

On January 17, 2025, the Bank entered into a Formal Agreement with the OCC.

The Formal Agreement requires the Bank to take specified actions to strengthen capital, governance, strategic planning, risk management, internal controls, management reporting, and other aspects of its operations.

The Formal Agreement materially influenced the Bank’s activities during 2025 and is expected to continue to influence management priorities in 2026.

Among other things, the Formal Agreement has affected the Bank’s remediation efforts, policy development, internal reporting, capital planning, risk management framework, and the pacing and scope of certain business initiatives.

The Bank’s strategic plan, capital plan, and various governance and risk management enhancements were developed or implemented in part in response to supervisory requirements and related remediation efforts.

Failure to satisfy the requirements of the Formal Agreement, or to otherwise address supervisory concerns in a timely and satisfactory manner, could result in additional supervisory or enforcement actions, restrictions on the Bank’s activities, or other adverse consequences.

For additional information regarding risks relating to the Formal Agreement and related supervisory matters, see “Item 1A.

Risk Factors.”

Capital Requirements

In July 2013, the Fed, the FDIC, and the OCC approved final rules establishing a new comprehensive capital framework for U.S.

Banking organizations (the “New Capital Rules”).

The New Capital Rules generally implemented the Basel Committee on Banking Supervision’s (the “Basel Committee”) December 2010 final capital framework (referred to as “Basel III”) for strengthening international capital standards.

The New Capital Rules substantially revised the risk-based capital requirements applicable to bank holding companies and their depository institution subsidiaries, including Patriot.

In September 2019, the community bank leverage ratio (“CBLR”) framework was jointly issued by the FDIC, OCC and Federal Reserve Bank (“FRB”).

The final rule gives qualifying community banks the option to use a simplified measure of capital adequacy instead of risk based capital, beginning with their March 31, 2020 Call Report.

Under the final rule a community bank may qualify for the CBLR framework if it has a Tier 1 leverage ratio of greater than 9%, less than $10 billion in total consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities.

The CARES Act directed the federal banking agencies to issue an interim rule temporarily lowering the CBLR ratio to 8% which the agencies did with a transition back to 9% beginning January 1, 2022.

The Bank adopted the CBLR framework from September 30, 2021 to September 30, 2023.

In the fourth quarter of 2023, the Bank elected to shift to the use the risk-based capital framework.

Under this framework, the Bank reports leverage and risk-based capital ratios and compares those ratios to its own internally designed risk-based capital policy.

Federal regulations require FDIC-insured depository institutions, including national banks, to meet several minimum capital standards to be considered Adequately Capitalized under the Prompt Corrective Action (“PCA”) section of the Federal Deposit Insurance Act:

a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8% and a Tier 1 capital to total average assets leverage ratio of 4%.

PCA restricts or prohibits certain activities for an insured depository institution that are not Adequately Capitalized.

For purposes of the regulatory capital requirements, common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings.

Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital.

Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries.

Total capital includes Tier 1 capital (common equity Tier 1 capital plus Additional Tier 1 capital) and Tier 2 capital.

Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt.

Also included in Tier 2 capital is the allowance for credit losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values.

Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale securities).

The Bank exercised the opt-out regarding the treatment of AOCI.

Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

In addition to establishing the minimum regulatory capital requirements, regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements.

The capital conservation buffer requirement was fully implemented at 2.5% on January 1, 2019.

For further discussion of the regulatory capital requirements, refer to Management's Discussion and Analysis - Regulatory Capital Requirements and Note 19.

Regulatory and Operational Matters to the Consolidated Financial Statements.

The Company and the Bank are each subject to regulatory capital requirements administered by their respective banking regulators.

The Company is subject to capital requirements and supervision by the Federal Reserve, and the Bank is subject to capital requirements and supervision by the OCC and, as applicable, the FDIC.

These capital rules establish minimum requirements for leverage and risk-based capital ratios and, for banking organizations subject to the risk-based capital framework, include a capital conservation buffer.

Failure to meet applicable capital requirements can result in restrictions on capital distributions, discretionary bonus payments, growth, and other activities.

Federal regulations require insured depository institutions, including national banks, to satisfy minimum capital standards in order to be deemed adequately capitalized under the prompt corrective action framework.

These standards include minimum ratios for

2025 FORM 10-K 7

common equity Tier 1 capital, Tier 1 capital, total capital, and Tier 1 leverage capital.

Institutions that do not satisfy applicable standards may become subject to increasingly stringent supervisory restrictions.

The Bank currently reports its regulatory capital under the risk-based capital framework.

For regulatory capital purposes, common equity Tier 1 capital generally consists of common shareholders’ equity and retained earnings, subject to specified deductions and adjustments.

Tier 1 capital generally consists of common equity Tier 1 capital plus qualifying additional Tier 1 capital instruments.

Total capital generally consists of Tier 1 capital plus qualifying Tier 2 capital instruments, which may include qualifying subordinated debt and a limited portion of the allowance for credit losses, and certain other qualifying capital elements, in each case subject to applicable regulatory limitations.

Tier 1 leverage capital generally consists of Tier 1 capital as a percentage of average total consolidated assets, subject to applicable adjustments.

The Bank has elected to opt out of including most components of accumulated other comprehensive income in common equity Tier 1 capital.

In addition to minimum capital requirements, banking organizations subject to the risk-based capital rules must maintain a capital conservation buffer composed of common equity Tier 1 capital in excess of minimum risk-based capital requirements.

Limitations on capital distributions and certain discretionary bonus payments may apply if the required buffer is not maintained.

In January 2025, the Bank entered into the Formal Agreement which, among other things, established specified capital-related requirements and has influenced the Bank’s capital planning and related business activities.

The Company’s capital actions during 2025 were undertaken in part to strengthen capital and support the Bank’s compliance with regulatory and supervisory expectations.

The strategic plan also reflects that strengthening capital and liquidity was a central objective of management’s 2025-2027 planning process.

For additional information regarding regulatory capital, including the Company’s and the Bank’s actual capital ratios, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Dividends and Source of Strength

The principal source of funds available to the Holding Company to pay dividends to shareholders and service obligations is dividends from the Bank.

The ability of the Bank to pay dividends is subject to applicable law, regulatory guidance, and supervisory considerations, including capital levels, earnings, financial condition, and approval or non-objection requirements in certain circumstances.

As a bank holding company, the Holding Company is expected to act as a source of financial and managerial strength to the Bank.

Accordingly, the Holding Company may be expected to commit capital and other resources to support the Bank, including at times when the Holding Company may not otherwise be inclined to do so.

Federal Reserve policy generally provides that a bank holding company should pay dividends only out of earnings and only if the prospective rate of earnings retention is consistent with the organization’s capital needs, asset quality, and overall financial condition.

The Federal Reserve may restrict the ability of the Company to pay dividends or repurchase stock if doing so would be inconsistent with safety and soundness or applicable law, regulation, supervisory guidance, or regulatory orders.

Community Reinvestment Act

The Bank is subject to the Community Reinvestment Act (“CRA”), which requires federal banking regulators to evaluate the Bank’s record of helping to meet the credit needs of the communities it serves, including low- and moderate-income neighborhoods, consistent with safe and sound operations.

A bank’s CRA performance is considered in connection with certain applications to engage in expansionary or other activities requiring regulatory approval.

In 2025, the Bank received a Satisfactory CRA rating from the OCC.

Bank Secrecy Act and Anti-Money Laundering Compliance

The Bank is subject to the Bank Secrecy Act, the USA PATRIOT Act, and other anti-money laundering laws and regulations.

These laws and regulations require the Bank to maintain a risk-based program reasonably designed to prevent the Bank from being used for money laundering, terrorist financing, and other illicit activity.

Such requirements include customer identification

2025 FORM 10-K 8

and due diligence, suspicious activity monitoring and reporting, sanctions compliance, and other internal controls and reporting obligations.

Because certain of the Bank’s institutional banking and digital payments activities may involve heightened operational, compliance, fraud, and anti-money laundering risk, these areas have been a focus of control enhancements, staffing, reporting, and supervisory attention.

The Bank has been enhancing associated controls, policies, and oversight as part of its broader remediation and risk management initiatives.

Management specifically identifies BSA/AML risk management and enterprise risk management enhancements among the Bank’s remediation priorities.

Other Regulatory Matters

The Company and the Bank are also subject to other laws and regulations relating to consumer financial protection, privacy, data security, electronic banking, incentive compensation practices, transactions with affiliates, insider lending, and safety and soundness standards, among other matters.

Changes in laws, regulations, supervisory expectations, or agency interpretations could affect the Company’s and the Bank’s business, financial condition, results of operations, and growth prospects.

For additional information regarding the effect of government regulation on the Company and the Bank, see “Item 1A.

Risk Factors,” “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the notes to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Available Information

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What changed 10-K

Item 1. Business