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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-15 · 73 added, 462 removed, 59 unchanged (90% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

Patriot maintains disclosure controls and procedures that are designed to provide reasonable assurance that information that is required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and accumulated and communicated to management in a timely fashion.

Patriot’s management, with the participation of its Chief Executive Officer and its Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of its disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e).

Based on this evaluation, Patriot’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, Patriot’s disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

Management ’ s Annual Report on Internal Control Over Financial Reporting

Patriot’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in rules 13a-15(f) and 15d-15f under the Exchange Act.

Patriot’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Patriot’s internal control over financial reporting includes those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and deployment of its assets;

provide reasonable assurance that transactions are recorded in a timely manner to enable the preparation of financial statements in accordance with U.S.

receipts and disbursements are made only in compliance with the authorizations established by management and policies instituted by its Board of Directors;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

In addition, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and/or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.

In accordance with the rules and regulations of the SEC, management’s report on the design and effectiveness of Patriot’s system of internal controls over financial reporting is not subject to attestation by Patriot’s independent registered public accounting firm.

The SEC rules and regulations applicable to Patriot only require a report by management.

Accordingly, this annual report on Form 10-K for the year ended December 31, 2024 does not include an opinion by Patriot’s independent registered public accounting firm regarding management’s system of internal controls over financial reporting.

Evaluation of Disclosure Controls and Procedures

As of December 31, 2025, the Company carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a 15(e) and 15d 15(e) under the Securities Exchange Act of 1934.

Based on that evaluation, and in light of the findings described below, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”), as defined in rules 13a-15(f) and 15d-15f under the Exchange Act.

Management has based its assessment of the effectiveness of ICFR on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”).

During 2025, the Company and the Bank experienced significant changes in leadership, responsibilities, and processes—including turnover in key operational, finance, information technology, and credit roles, and the previously disclosed death of the Bank’s Chief Information Officer in December 2025.

In connection with its evaluation of ICFR as of December 31, 2025, management considered the results of an internal audit review of ICFR performed with the assistance of an independent third-party firm, as well as observations from the Company’s independent registered public accounting firm made in the course of the audit of the Company’s 2025 consolidated financial statements.

That review and other procedures identified deficiencies concentrated in documentation, evidential support, and consistent execution of controls—including information technology general controls, financial close and reconciliation controls, and controls over certain third party and digital payments activities.

Although no single deficiency rose to a material weakness, due to the breadth and extent of these deficiencies, management concluded that the deficiencies collectively constituted a material

2025 FORM 10-K 102

weakness in the Company’s internal control over financial reporting existed as of December 31, 2025 and, therefore the Company’s internal control over financial reporting was not effective as of that date.

Notwithstanding this conclusion, management believes that the Company’s consolidated financial statements as of and for the year ended December 31, 2025, are fairly presented in all material respects, and the Company’s independent registered public accounting firm has issued an unqualified opinion on those financial statements.

Remediation of Findings

Management has initiated and is executing remediation efforts designed to address the identified material weakness, including enhancing documentation, evidencing, and monitoring of information technology general controls, financial close and reconciliation controls, and controls over certain third party and digital payments activities.

While many of these efforts have already been implemented, management will continue to monitor and test the effectiveness of these enhancements, will continue to assess the need for any additional steps to remediate the underlying causes that gave rise to the material weakness, and will not consider the material weakness remediated until controls have operated effectively for a sufficient period and management has obtained evidence to support such a conclusion.

Although we believe that the foregoing measures will result in the remediation of the identified material weakness, there can be no assurances that additional remedial steps will not be necessary.

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 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

As discussed above under “Management’s Report on Internal Control Over Financial Reporting” and “Remediation of Findings,” the Company implemented and is implementing certain changes to its internal control over financial reporting during 2025 in connection with the material weakness described therein.

Other than such changes, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2025 FORM 10-K 103

Directors, Executive Officers and Corporate Governance

Board of Directors

The following sets forth information regarding our directors as of April 15, 2025.

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

Name Age Current Position with Patriot

Carrazza 59 Director and Chairman of the Board of Directors

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

Emile Van den Bol 61 Director

Weinbaum 59 Director

Grace Doherty 50 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.

Carrazza is also CEO of Solaia Capital Advisors, an investment management firm engaged in making private equity and credit investments.

Carrazza led the spin-out of the Bank of Ireland’s U.S.

Asset-Based Lending Group, presently known as Siena Lending Group, and served as its Chairman through 2019.

Previously, Mr.

Carrazza was co-founder of Bard Capital Group where he sponsored several transactions in the industrial sector.

He has structured and financed the leveraged buyout of International Surface Preparation Group, Inc.

Filter/Vivendi and subsequently worked alongside its Chairman, managing the company’s turnaround, financings, and subsequent sale.

Carrazza also led the financing and restructuring of Mitchell Madison Group and served on the firm’s Executive Team, where he assisted in the firm’s global expansion and managed its sale to US Web/CKS.

Carrazza began his career at Goldman, Sachs & Co.

Carrazza earned his MBA in Finance from The Stern School of Business at New York University and his B.S.

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.

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.

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.

He has over 40 years of audit, advisory and tax experience working for two major accounting firms, Arthur Anderson LLP and KPMG LLP.

Constantino retired from KPMG in late 2009, where he was an Audit Partner in charge of the Firm’s real estate and asset management businesses.

Constantino is a member of the Board of Directors and Chairman of the Special Committee of ARC Property Trust and a member of the Board of Directors and Chairman of the Audit Committee of VineBrook Trust and NexPoint Residential Trust.

He also is the Chairman of the Real Estate and Facilities Committee and member of the Investment Committee at St.

Francis College.

Constantino also serves as a consultant for the law firm of Skadden Arps.

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.

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

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

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.

Van den Bol joined Deutsche Bank in 2001 as Managing Director and held several executive positions in the Commercial Real Estate Group including Global Co-Head Structured Finance, Global Head Commercial Real Estate CDO Group and Member of the Global Commercial Real Estate Executive Committee.

Van den Bol was from 2005 to 2009 a Governor of the Board of the Commercial Mortgage Securities Association.

From 1996 to 2001 Mr.

Van den Bol was employed by Lehman Brothers where he held a number of positions including Head of Esoteric Principal Finance Group and Co-Head of Lehman Brothers Franchise Conduit.

Van den Bol was a member of Morgan Stanley’s Structured Finance Group from 1991 to 1996.

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 President of Real Estate Operations for United Capital Corp.

since March 1, 2023.

Weinbaum has extensive experience in real estate operations and transactions.

He is a member of the International Council of Shopping Centers and has been a member of United Capital’s Board of Directors since 2005.

Weinbaum currently serves on the Finance Board and Board of Trustees for St.

Mary’s Healthcare for Children.

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

The members of our Board of Directors devote time and talent to certain standing committees.

Among these committees are the Audit Committee, Compensation Committee, Executive Committee, Nominating and Corporate Governance Committee, Asset and Liability Committee, Loan Committee, and Risk Committee.

The current members of each committee are set forth below.

• Audit Committee :

Constantino (Chairman), Van den Bol and Weinbaum, each of whom is an independent director as defined by the SEC and NASDAQ rules.

• Compensation Committee :

Constantino (Chairman), Van den Bol and Weinbaum, each of whom is an independent director as defined by NASDAQ rules.

• Executive Committee :

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

• Nominating and Corporate Governance Committee :

Van den Bol (Chairman), Constantino and Weinbaum, each of whom is an independent director as defined by NASDAQ rules.

• Asset and Liability Committee :

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

• Loan Committee :

Van den Bol (Chairman), Constantino and Russell.

• Risk Committee:

Lowery (Chairman), Van den Bol and Constantino.

Audit Committee Financial Expert

The Board has determined that Messrs.

Constantino and Van den Bol have the professional experience necessary to qualify as audit committee financial experts under SEC rules.

Executive Officers

The following sets forth information regarding our executive officers who do not serve as directors as of April 15, 2025.

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

Name Age Current Position with Patriot

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

Joshua Oliver 52 Chief Compliance & Risk Officer of the Bank

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

Steven Grunblatt 60 Executive Vice President and Chief Information Office of the Bank

Alfred Botta 52 Executive Vice President and Chief Payments Officer of the Bank

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.

He is also the Executive Vice President and Chief Administrative Officer of Patriot Bank, N.A., overseeing human resources, retail, and business banking, corporate governance, property development and facilities management.

Staudmyer previously served as Assistant Dean at Cornell University’s Johnson Graduate School of Management.

Bringing more than 30 years of human resources, general management, and corporate leadership experience, he has served at leading financial institutions where he directed talent acquisition and development, including this role at Chase Manhattan Bank, now JPMorgan Chase.

He previously served as Chief Human Resources Officer for Ziff Communications and Ziff Davis Publishing.

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.

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.

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.

Slater has been serving as Senior Vice President and Senior Credit Officer at Investors Bank.

From May 2004 to April 2017, Mr.

Slater served multiple positions in TD Bank, including as Assistant Vice President, Credit Department Manager, Vice President, Credit Policy Administrator, Credit Officer, and Commercial Credit Manager.

From August1996 to May 2004, Mr.

Slater worked in PNC Bank in various roles, including Portfolio Analyst, Portfolio Manager, Relationship Manager, and Middle Market Underwriter.

From March 1995 to August 1996, Mr.

Slater worked as a Loan Review Officer in Trust Company Bank.

Before entering the commercial banking industry, Mr.

Slater began his career as an Associate National Bank Examiner in the Office of the Controller of the Currency, where he worked from July 1990 to March 1995.

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

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.

He has over twenty-five years of experience in various facets of information technology, including management and oversight of all aspects of vendor management, infrastructure and technology implementation.

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

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 payments and prepaid market space and has been responsible for the growth of the Bank’s payments division.

Prior to joining the Bank, Mr.

Botta served as Chief Revenue Officer and Director of Payments of Bank Mobile Technologies, Inc.

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

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.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act and the regulations promulgated thereunder require our executive officers, directors and persons who beneficially own more than 10% of our common stock to file forms with the SEC to report their ownership of the Company’s shares and any changes in ownership.

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 2024, except that each of David Finn, Frederick K.

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

Each of our Chief Executive Officer and Chief Financial Officer is required to comply with the Patriot National Bancorp, Inc.

Code of Conduct for Senior Executive Financial Officers adopted by our Board of Directors.

The Code of Conduct was adopted to deter wrongdoing and promote honest and ethical conduct;

full, fair, accurate and timely disclosure in public documents;

compliance with law;

prompt internal reporting of Code of Conduct violations, and accountability for adherence to the Code of Conduct.

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 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 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.

The information required by this Item will be included in the Company’s definitive proxy statement to be filed with the SEC no later than April 30, 2026, in connection with the solicitation of proxies for the Company’s 2026 annual meeting of shareholders (“2026 Proxy Statement”), and is incorporated herein by reference.

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 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 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

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

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:

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

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

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

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

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

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

In 2017, the Company adopted the Executive Compensation Incentive Plan, referred to as the “2017 Plan.” The 2017 Plan applies to the President and all Executive Vice Presidents at Patriot Bank.

The 2017 plan was developed in order to attract, retain and motivate key executives by offering compensation incentives for delivering pre-defined budgeted operating results.

The 2017 Plan is market competitive and designed to promote safe and sound business practices, where compensation objectives and risk taking are responsible, within policy guidelines and compatible with effective controls and risk-management.

The 2017 Plan provides for awards based on a balance of bank results and individual executive performance.

Awards are paid 50% in cash and 50% in restricted stock awards vesting over three years granted under the 2020 Plan.

There were no awards issued under the Executive Compensation Incentive Plan during 2024 and 2023.

Patriot Bank maintains a tax-qualified 401(k) Plan under Section 401(a) of the Code with a cash or deferred arrangement under Section 401(k) of the Code.

Employees become eligible to make salary reduction contributions to the 401(k) Plan on the first day of the month coinciding with or next following the date that the employee has attained 21 years of age and completed 1 month of service.

Employees become eligible to receive any matching or discretionary contributions made to the 401(k) by Patriot Bank after the completion of six months and at least 500 hours of service.

Under the 401(k) Plan, participants may elect to have Patriot Bank contribute a portion of their compensation each year, subject to certain limitations imposed by the Code.

The 401(k) Plan permits Patriot Bank to make discretionary matching and additional discretionary contributions to the 401(k) Plan.

Participants in the 401(k) Plan may direct the investment of their accounts in several types of investment funds.

Participants are always 100% vested in their elective deferrals, matching and discretionary matching contributions and related earnings under the 401(k) Plan.

Patriot National Bancorp, Inc.

2020 Stock Plan

In 2011, the Company adopted the Patriot National Bancorp, Inc.

2012 Stock Plan (the “2012 Plan”), which was approved and ratified by shareholders of the Company on December 13, 2011.

On November 1, 2020, the Board of Directors of the Company approved an amendment of the 2012 Plan and renamed it as the Patriot National Bancorp, Inc.

2020 Restricted Stock Award Plan (the “2020 Plan”), which was approved and ratified by shareholders of the Company on December 22, 2021.

On November 10, 2022, the Board of Directors approved the Amendment and Restatement of the 2020 Plan (the “Amended and Restated 2020 Plan”), which was approved and ratified by shareholders of the Company on December 14, 2022.

The 2020 Plan was amended primarily to (i) reduce the total number of shares authorized for issuance thereunder from 3,000,000 to 400,000;

and (ii) limit the maximum number of shares of Company’s Common Stock granted during a single fiscal year to any non-employee director, together with any cash fees paid to such director, to be no more than a total value of $300,000.

The 2020 Plan is administered by the Compensation Committee of the Company's Board of Directors.

Grants under the 2020 Plan are made in the form of restricted stock.

Only directors and employees of the Company are eligible to receive grants of restricted stock under the 2020 Plan.

The grants of restricted stock may be subject to vesting, in one or more installments, upon the happening of certain events, upon the passage of a certain period of time.

The vesting of restricted stock awards may be accelerated in accordance with terms of the plan.

The Compensation Committee shall make the terms and conditions applicable to the vesting of restricted stock awards.

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 December 31, 2024:

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

Constantino $ 71,050 $ 14,346 $ 85,396

Emile Van den Bol 69,500 14,346 83,846

Weinbaum 49,000 14,346 63,346

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.

We calculated the estimated fair value of the restricted stock awards using the market price of our common stock on the grant date.

As of December 31, 2024, the aggregate number of unvested stock awards held by each of our non-employee directors was as follows:

Constantino – 3,846;

Emile Van den Bol –3,846;

Weinbaum – 3,846;

and Grace Doherty – 3,846.

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.

On an annual basis, each non-employee director receives $1,150 for each board meeting in which they participate and annual retainer fees totaling $19,100.

They also receive fees ranging from $375 to $750 for each committee meeting in which they participate.

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 $14,346 for Edward N.

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.

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.

The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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 April 15, 2025 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;

(ii) each of the Patriot’s directors;

(iii) each of the Patriot’s executive officers;

and (iv) all of Patriot’s directors and executive officers as a group.

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 73,725,292 shares of Patriot common stock outstanding as of April 15, 2025.

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 April 15, 2025.

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

Unless otherwise indicated, the address of each shareholder is in care of Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, CT 06901.

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 *

David Finn — *

Staudmyer 4,522 *

Joshua Oliver — *

Slater 6,245 *

Steve Grunblatt 3,247 *

Alfred Botta — *

Constantino 17,433 (3) *

Emile Van den Bol 65,046 0.1 %

Weinbaum 363,605 (4) 0.5 %

Grace Doherty 1,447 *

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

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.

Carrazza, with regard to which Mr.

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

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

(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.

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.

(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

The table below provides information as of December 31, 2024, with respect to the compensation plan under which equity securities of the Company are authorized for issuance to directors, officers or employees.

Equity Compensation Plans Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Approved by the shareholders — $ — 74,540

Not approved by the shareholders — $ — —

Total — $ — 74,540

The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

In the ordinary course of business, the Bank has made loans to officers and directors (including loans to members of their immediate families and loans to companies of which a director owns 10% or more).

In the opinion of management, all of such loans were made in the ordinary course of business of the Bank on substantially the same terms, including interest rates and collateral requirements, as those then prevailing for comparable transactions with persons not related to the lender.

The Bank believes that at the time of origination such loans did not involve more than the normal risk of collectability or present any other unfavorable features.

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

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.

Related persons include the Company’s directors and executive officers as well as immediate family members of such directors and officers.

If the independent directors approve or ratify a material transaction involving a related person, then the transaction would be disclosed in accordance with the SEC rules.

If the related person is a director, or a family member of a director, then that director would not participate in those discussions.

Board Independence

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 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.

The Board of Directors has also determined that each current member of the Audit Committee also meets the additional independence standards for audit committee members established by the SEC, and each member of the Compensation Committee also qualifies as a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.

Principal Accountant Fees and Services

Principal Accounting Fees and Services

The following table sets forth the aggregate amounts of principal accounting fees we paid to our independent registered public accountants for professional services performed in fiscal years ended December 31, 2024 and 2023 for:

(i) audit fees – consisting of fees billed for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements;

(ii) audit-related fees – consisting of fees billed for services rendered that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees;

and (iii) all other fees – consisting of fees billed for all other services rendered.

Year Ended December 31,

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

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

$ 750,756 $ 647,314

(1) The aggregate fees included in Audit Fees are fees billed for 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

The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by the Company’s independent registered public accountants.

The Audit Committee will consider annually and, if appropriate, approve the provision of audit services by its external auditor and consider and, if appropriate, pre-approve the provision of certain defined audit and non-audit services.

The Audit Committee also will consider on a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved.

Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members.

The member or members to whom such authority is delegated shall report any specific approval of services at its next regular meeting.

The Audit Committee will regularly review summary reports detailing all services being provided to the Company by its external auditor.

The Audit Committee pre-approved all of the audit and non-audit services provided by RSM during the years ended December 31, 2024 and 2023.

The information required by this Item will be included in the 2026 Proxy Statement, and is incorporated herein by reference.

2025 FORM 10-K 104

Exhibits and Financial Statement Schedules

9 unchanged sentences

Reference is made to Item 15(a)(2) above.

Form 10-K Summary

EXHIBIT INDEX

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

3.1 Certificate of Incorporation of Patriot National Bancorp, Inc.

5 unchanged sentences

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)

3.5 Certificate of Amendment of Certificate of Incorporation of Patriot National Bancorp, Inc.

dated March 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 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on July 9, 2025)

3.7 Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on May 19, 2025)

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)

4.2 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 9, 2025)

2025 FORM 10-K 105

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 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)

10.3 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)

10.4 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)

10.5 Amendment to the 8.5% Fixed Rate Senior Notes Due 2026, dated February 14, 2025 (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on April 14, 2025)

10.6 Amendment to the 8.5% Fixed Rate Senior Notes Due 2026, dated March 15, 2025 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on April 14, 2025)

10.7 Amendment to the 6.25% Fixed to Floating Subordinated Note due June 30, 2028, dated March 17, 2025 (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed on April 14, 2025)

10.8 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)

10.9 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 (incorporated by reference to Exhibit 14.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023)

10.10 Form 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)

10.11 Form of Securities Purchase Agreement by and among Patriot National Bancorp, Inc.

and the Investors.

dated June 3, 2025 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 4, 2025)

10.12 Securities Purchase Agreement dated July 26, 2025, by and between the Company and Unity Bancorp Inc.(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 5, 2025)

10.13 Securities Purchase Agreement dated July 26, 2025, by and between the Company and American Bank Incorporated (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 5, 2025 )

10.14 Employment Agreement dated April 30, 2025 with Carlos Salas (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 5, 2025)

10.15 Employment Agreement dated April 30, 2025 with William Paul Simmons (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 19, 2025)

10.16 Employment Agreement dated April 30, 2025 with Angie Miranda (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 19, 2025)

14.1* Code of Business Conduct and Ethics Ver3.2026

2025 FORM 10-K 106

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)

23.1* Consent of Baker Tilly US LLP

23.2* Consent of RSM US LLP

3 unchanged sentences

97.1 Patriot National Bancorp, Inc.

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)

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024)

101.INS#* Inline XBRL Instance Document

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Management Contracts and Compensatory Plans, Contracts or Arrangements.

* Provided herewith.

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

Form 10-K Summary

2025 FORM 10-K 107

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.

April 15, 2025

March 31, 2026

Patriot National Bancorp, Inc.

/s/ David Finn

/s/ Carlos P.

Executive Vice President and Chief Financial Officer

1 unchanged sentence

Signature Title Date

/s/ David Lowery Chief Executive Officer and Director

/s/ Steven Sugarman Chief Executive Officer and Director

(Principal Executive Officer)

April 15, 2025

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

March 31, 2026

Steven Sugarman

/s/ Carlos P.

Salas Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

April 15, 2025

/s/ Michael Carrazza Chairman and Director April 15, 2025

March 31, 2026

/s/ Michael Carrazza Director March 31, 2026

Michael Carrazza

/s/ Anahit Magzanyan Director March 31, 2026

Anahit Magzanyan

/s/ Edward N.

Constantino Director April 15, 2025

/s/ Emile Van den Bol Director April 15, 2025

Constantino Director March 31, 2026

/s/ Emile Van den Bol Director March 31, 2026

Emile Van den Bol

/s/ Michael J.

Weinbaum Director April 15, 2025

/s/ Grace Doherty

Director April 15, 2025

Grace Doherty

/s/ Steven Sugarman

President and Director

April 15, 2025

Steven Sugarman

/s/ Mario De Tomasi Director March 31, 2026

Mario De Tomasi

/s/ Jonathan Roth Director March 31, 2026

Jonathan Roth

/s/ Jeffrey Seabold Director March 31, 2026

Jeffrey Seabold

2025 FORM 10-K 108

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