Item 8. Financial Statements and Supplementary Data
ITEM 8. Financial Statements and Supplementary Data
The Financial Statements required by this item are presented in the order shown below:
- Report of Independent Registered Public Accounting Firm (PCAOB ID: 23 )
- Report of Independent Registered Public Accounting Firm (PCAOB ID:49)
- Consolidated Balance Sheets as of December 31, 2025 and 2024
- Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2025
- Consolidated Statements of Comprehensive Loss for each of the years in the three-year period ended December 31, 2025
- Consolidated Statements of Shareholders’ Equity for each of the years in the three-year period ended December 31, 2025
- Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2025
- Notes to Consolidated Financial Statements
2025 FORM 10-K 38
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Patriot National Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Patriot National Bancorp, Inc. . (the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, changes to shareholders’ equity, and cash flows, for the year then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Credit Losses - Loans - Quantitative Reserve
Critical Audit Matter Description
As described in Note 1, the Company’s Allowance for Credit Losses (“ACL”) is an estimate of losses arising from borrowers’ inability to make loan payments as required, which is calculated via a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the loan portfolio. The Company’s ACL is calculated by collectively evaluating and individually evaluating loans. The Company collectively evaluates applicable loans based on segments according to their homogeneous characteristics, aligned with the segmentation of the FDIC Bank Call Report.
2025 FORM 10-K 39
The ACL is maintained at a level estimated by management to be adequate to absorb potential loan losses. Management’s periodic evaluation of the adequacy of the ACL is based on specific expectations for the future economic environment that are incorporated in the projection, with loss expectations to revert to the long-run historical mean after such time as management can make or obtain a reasonable and supportable forecast. Management also considers the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may impact the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral (if the loan is collateral dependent), composition of the loan portfolio, and other relevant factors. This evaluation is inherently subjective as it requires material estimates based on management’s judgment regarding the projection of expected credit losses over the contractual lifetime of the loans.
Modeling of the ACL uses sophisticated statistical techniques to arrive at reasonable and supportable forecasts of expected losses. The Company has contracted with a third-party vendor to assist in developing models for the ACL related to the Company’s loan portfolio. The Company evaluates loans with similar risk characteristics in pools using a probability of default (“PD”) / loss given default ("LGD") method. This current expected credit loss ("CECL") methodology forecasts the probability of default, loss given default, and exposure at default for loans in a given pool over their remaining life.
We identified the quantitative reserve determination related to the collectively evaluated loans as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment due to significant measurement uncertainty. The quantitative reserve determination encompassed the evaluation of the methodology, including the methods and models used to estimate the PD, LGD, and prepayments and their significant assumptions in the collective ACL. Such significant assumptions included portfolio segmentation, the selection of the multiple economic forecast scenarios including related weightings, economic parameters, credit ratings, the reasonable and supportable forecast period, the reversion period and the historical loss observation period.
How the Critical Audit Matter was Addressed in the Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the Company’s process to develop the Company’s quantitative reserve computation included testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk and valuation professionals with specialized skills and knowledge, who assisted in:
• evaluating the Company’s quantitative reserve computation methodology for compliance with U.S. generally accepted accounting principles
• determining whether the loan portfolio is segmented by similar risk characteristics by comparing to the Company’s business environment and relevant industry practices
• evaluating judgments made by the Company relative to the assessment of the PD, LGD, and prepayment models by comparing them to relevant Company-specific metrics and trends, the applicable industry and regulatory practices, and our own independently derived estimate
• assessing the conceptual soundness and performance of the PD, LGD, and prepayment models by inspecting the model documentation to determine whether the models are suitable for their intended use
We also assessed the sufficiency of the audit evidence obtained related to the ACL estimate by evaluating the:
• determination of cumulative results of the audit procedures
• qualitative aspects of the Company’s accounting practices
• potential bias in the accounting estimate.
/s/ Baker Tilly US, LLP
New York, New York
March 31, 2026
We have served as the Company’s auditor since 2025.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Patriot National Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Patriot National Bancorp, Inc. (the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ RSM US LLP
We served as the Company’s auditor from 2017 to 2025.
Hartford, Connecticut
April 15, 2025
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(In thousands) 2025 2024
Assets
Cash and due from banks:
Noninterest bearing deposits and cash $ 2,411 $ 3,295
Interest bearing deposits 183,980 144,273
Restricted cash 20,736 15,042
Total cash, cash equivalents and restricted cash 207,127 162,610
Investment securities:
Available-for-sale securities, at fair value 224,677 79,992
Other investments, at cost — 4,450
Total investment securities 224,677 84,442
Federal Reserve Bank (FRB) stock, at cost 2,961 1,377
Federal Home Loan Bank (FHLB) stock, at cost 679 779
Loans receivable (net of allowance for credit losses: 2025: $( 6,839 ) and 2024: $( 7,305 ))
585,723 700,167
Loans held for sale 24,513 15,702
Accrued interest and dividends receivable 4,869 5,488
Premises and equipment, net 28,116 28,865
Other real estate owned — 2,843
Deferred tax asset, net — —
Core deposit intangible, net 109 156
Other assets 9,066 9,863
Total assets $ 1,087,840 $ 1,012,292
Liabilities
Deposits:
Noninterest bearing deposits $ 106,766 $ 119,212
Interest bearing deposits 859,020 847,385
Total deposits 965,786 966,597
FHLB, FRB and correspondent bank borrowings — 3,000
Senior notes, net — 11,861
Subordinated debt, net 8,289 9,898
Junior subordinated debt owed to unconsolidated trust, net 8,157 8,147
Note payable — 162
Advances from borrowers for taxes and insurance 893 1,472
Accrued expenses and other liabilities 10,035 6,890
Total liabilities 993,160 1,008,027
Shareholders' equity
Common stock, $ 0.01 par value; authorized 200,000,000 2025 issued shares 115,070,413 ; outstanding shares 114,996,672 ; 2024 issued shares 4,065,593 ; outstanding shares 3,991,852
1,151 41
Additional paid-in capital 206,446 107,992
Accumulated deficit ( 99,619 ) ( 86,908 )
Accumulated other comprehensive loss ( 12,119 ) ( 15,681 )
Treasury stock ( 1,179 ) ( 1,179 )
Total shareholders' equity 94,680 4,265
Total liabilities and shareholders' equity $ 1,087,840 $ 1,012,292
See Accompanying Notes to Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
(In thousands, except per share amounts) 2025 2024 2023
Interest and Dividend Income
Interest and fees on loans $ 36,564 $ 47,322 $ 54,310
Interest on investment securities 2,934 2,565 2,653
Dividends on investment securities 168 287 504
Other interest income 8,177 2,188 1,490
Total interest and dividend income 47,843 52,362 58,957
Interest Expense
Interest on deposits 26,663 26,049 21,668
Interest on FHLB, FRB and correspondent bank borrowings 100 3,476 6,141
Interest on senior debt 610 1,159 1,159
Interest on subordinated debt 1,355 1,596 1,481
Interest on note payable 1 5 8
Total interest expense 28,730 32,285 30,457
Net interest income 19,112 20,077 28,500
Provision for credit losses 1,505 12,455 7,429
Net interest income after provision for credit losses 17,607 7,622 21,071
Non-interest Income
Loan application, inspection and processing fees 571 625 694
Deposit fees and service charges 1,524 536 285
(Loss) gain on sales of loans ( 2,230 ) 440 169
Rental income 323 302 395
(Loss) gain on sale of investment securities, net — ( 334 ) 24
Digital payment fee income 9,858 5,109 2,294
Other income 468 1,684 2,144
Total non-interest income 10,514 8,362 6,005
Non-interest Expense
Salaries and benefits 21,978 17,896 17,598
Occupancy and equipment expense 3,096 3,208 3,410
Data processing expense 1,717 1,320 1,228
Professional and other outside services 4,309 3,700 3,369
Project expenses, net — — 93
Advertising and promotional expense 289 360 269
Loan administration and processing expense 199 167 259
Regulatory assessments 1,736 1,363 1,176
Insurance expense, net 729 316 277
Communications, stationary and supplies 1,414 973 870
Intangible asset impairment — — 1,107
Other operating expense 5,304 2,778 3,053
Total non-interest expense 40,771 32,081 32,709
(Loss) income before income taxes ( 12,650 ) ( 16,097 ) ( 5,633 )
Provision (benefit) for income taxes 59 23,785 ( 1,454 )
Net (loss) income $ ( 12,710 ) $ ( 39,882 ) $ ( 4,179 )
Basic (loss) earnings per share $ ( 0.17 ) $ ( 10.03 ) $ ( 1.05 )
Diluted (loss) earnings per share $ ( 0.17 ) $ ( 10.03 ) $ ( 1.05 )
See Accompanying Notes to Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Year Ended December 31,
(In thousands) 2025 2024 2023
Net (loss) income $ ( 12,710 ) $ ( 39,882 ) $ ( 4,179 )
Other comprehensive income
Unrealized holding gain (loss) on securities 3,562 280 240
Reclassification for realized loss (gain) on sale of investment securities — 334 ( 24 )
Net change in unrealized gain (loss) 3,562 614 216
Income tax (expense) benefit — ( 1,034 ) 168
Other comprehensive income, net of tax 3,562 ( 420 ) 384
Comprehensive loss $ ( 9,148 ) $ ( 40,302 ) $ ( 3,795 )
See Accompanying Notes to Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY
(In thousands, except shares) Number of
Shares Common
Stock Additional Paid-in Capital Accumulated
Deficit Treasury Stock Accumulated
Other
Comprehensive
(Loss) Total
Balance at January 1, 2023 4,038,927 $ 40 $ 107,704 $ ( 31,337 ) $ ( 1,179 ) $ ( 15,645 ) $ 59,583
Transition adjustment — — — ( 11,510 ) — — ( 11,510 )
Comprehensive (loss) income:
Net loss — — — ( 4,179 ) — — ( 4,179 )
Unrealized holding gain on AFS securities, net of tax — — — — — 384 384
Total comprehensive loss — — — ( 4,179 ) — 384 ( 3,795 )
Share-based compensation expense — — 105 — — — 105
Vesting of restricted stock 10,887 — — — — — —
Balance at December 31, 2023 4,049,814 $ 40 $ 107,809 $ ( 47,026 ) $ ( 1,179 ) $ ( 15,261 ) $ 44,383
Comprehensive (loss) income:
Net loss — — — ( 39,882 ) — — ( 39,882 )
Unrealized holding loss on AFS securities, net of tax — — — — — ( 420 ) ( 420 )
Total comprehensive loss — — — ( 39,882 ) — ( 420 ) ( 40,302 )
Share-based compensation expense — — 184 — — — 184
Vesting of restricted stock 15,779 — — — — — —
Balance at December 31, 2024 4,065,593 $ 41 $ 107,993 $ ( 86,908 ) -1,179 $ ( 15,681 ) $ 4,265
Comprehensive (loss) income:
Net loss — — — ( 12,710 ) — — ( 12,710 )
Unrealized holding gain on available-for-sale securities, net of tax — — — — — 3,562 3,562
Total comprehensive gain (loss) — — — ( 12,710 ) — 3,562 ( 9,148 )
Common stock issuance 110,994,062 1,110 — — — — 1,110
Capital raise — — 81,952 — — — 81,952
Preferred stock conversion — — 5,026 — — — 5,026
Debt conversion — — 4,643 — — — 4,643
Warrants — — 1,599 — — — 1,599
Share-based compensation expense — — 5,233 — — — 5,233
Vesting of restricted stock 10,758 — — — — — —
Balance at December 31, 2025 115,070,413 $ 1,151 $ 206,446 $ ( 99,619 ) $ ( 1,179 ) $ ( 12,119 ) $ 94,680
See Accompanying Notes to Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In thousands) 2025 2024 2023
Cash Flows from Operating Activities:
Net (loss) income $ ( 12,710 ) $ ( 39,882 ) $ ( 4,179 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Accretion of investment premiums and discounts, net ( 336 ) ( 160 ) ( 116 )
Amortization and accretion of purchase loan premiums and discounts, net ( 174 ) 17 1,902
Amortization of debt issuance costs 193 177 177
Amortization of core deposit intangible 47 47 46
Amortization of servicing assets of sold SBA loans 153 229 114
Impairment of intangible assets — — 1,107
Provision for credit losses 1,505 12,455 7,429
Depreciation and amortization 986 1,078 1,193
Loss (gain) on sales of available-for-sale securities — 334 ( 24 )
Gain on sale of premises and equipment ( 1 ) ( 3 ) —
Share-based compensation 5,233 184 105
Decrease (increase) in deferred tax assets — 23,100 ( 4,211 )
Increase in deferred tax liabilities 59 724 —
Originations of loans held for sale, net ( 908,916 ) ( 577,242 ) ( 189,453 )
Proceeds from sale of loans held for sale 896,135 581,560 174,066
Gains on sale of loans held for sale, net 2,230 ( 440 ) ( 169 )
Net gain on sale and write-down of other real estate owned 77 — —
Changes in assets and liabilities:
Decrease in accrued interest and dividends receivable 619 1,731 48
(Increase) decrease in other assets 808 ( 1,123 ) 1,750
Decrease in accrued expenses and other liabilities ( 78 ) ( 103 ) ( 500 )
Net cash provided by (used in) operating activities ( 14,170 ) 2,683 ( 10,715 )
Cash Flows from Investing Activities:
Proceeds from maturity or sales on available-for-sale securities — 8,325 1,780
Principal repayments on available-for-sale securities 4,399 3,629 4,324
Purchases of available-for-sale securities ( 145,188 ) ( 2,319 ) ( 10,415 )
Proceeds from maturity of other investments 4,450 - -
(Purchases) redemptions of Federal Reserve Bank stock ( 1,584 ) 713 537
(Purchases) redemptions of Federal Home Loan Bank stock 100 3,423 ( 328 )
Origination of loans receivable — ( 48,936 ) ( 145,531 )
Purchases of loans receivable ( 26,376 ) ( 187 ) ( 21,108 )
Payments received on loans receivable 141,080 170,405 143,977
Purchases of premises and equipment ( 172 ) ( 55 ) ( 412 )
Proceeds from sale of premises and equipment 1 13 —
Proceeds from sale of other real estate owned 2,766 — —
Net cash provided by (used in) investing activities ( 20,524 ) 135,011 ( 27,176 )
Cash Flows from Financing Activities:
Increase (decrease) in deposits, net ( 811 ) 126,286 ( 20,135 )
(Repayments) proceeds from FHLB daily borrowing, net ( 3,000 ) ( 68,000 ) 16,000
Repayments of FHLB long term borrowings — ( 30,000 ) —
Proceeds from FRB and correspondent bank borrowings 70,000 42,000 285,500
Repayments of FRB and correspondent bank borrowings ( 70,000 ) ( 112,000 ) ( 215,500 )
Principal repayments of senior notes ( 2,884 ) — —
Principal repayments of note payable ( 162 ) ( 214 ) ( 209 )
Increase in advances from borrowers for taxes and insurance ( 579 ) 308 278
Proceeds from preferred stock issuance 5,450 — —
Private Placement Costs for preferred stock ( 351 ) — —
Proceeds from common stock issuance 85,572 — —
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Year Ended December 31,
(In thousands) 2025 2024 2023
Private Placement Costs for common stock ( 4,023 ) — —
Net cash (used in) provided by financing activities 79,212 ( 41,620 ) 65,934
Net increase (decrease) in cash, cash equivalents and restricted cash 44,518 96,074 28,043
Cash, cash equivalents and restricted cash at beginning of period 162,610 66,536 38,493
Cash, cash equivalents and restricted cash at end of period $ 207,127 $ 162,610 $ 66,536
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 29,317 $ 31,924 $ 29,631
Cash paid (refund) for income taxes, net $ ( 16 ) $ 66 $ 3,536
Non-cash transactions:
Change in unrealized loss (gain) on available-for-sale securities, net of tax $ ( 3,562 ) $ 420 $ ( 384 )
Transfers of loans held for sale to loans receivable $ 4,048 $ 5,526 $ —
Transfers of loans receivable to loans held for sale $ — $ ( 4,339 ) $ —
Transfers of loans receivable to OREO $ — $ — $ 2,843
Capitalized servicing assets $ 48 $ 138 $ 85
Capitalized project costs $ 142 $ — $ —
Retained beneficial interest $ 518 $ — $ —
Operating lease right-of-use assets / liabilities $ 10 $ 177 $ 16
Increase (decrease) in interest rate swaps $ ( 44 ) $ 9 $ ( 129 )
Deferred cost for capital raise $ ( 120 ) $ ( 120 ) $ —
Deferred debt issuance costs $ ( 23 ) $ — $ 56
Decrease in premises and equipment recorded under other liabilities $ ( 35 ) $ — $ —
Senior debt conversion to common stock $ ( 9,705 ) $ — $ —
Subordinated debt conversion to common stock $ ( 2,000 ) $ — $ —
Accrued interest capitalized into principal $ 1,098 $ — $ —
Preferred Stock conversion to Common Stock $ 5,099 $ — $ —
Decrease in premises and equipment recorded under other liabilities $ — $ ( 65 ) $ —
Expected credit loss for loans - ASC 326 adoption $ — $ — $ 13,001
Expected credit loss for unfunded loan commitments - ASC 326 adoption $ — $ — $ 2,737
Deferred tax assets - ASC 326 adoption $ — $ — $ ( 4,228 )
Retained earnings adjustment - ASC 326 adoption $ — $ — $ 11,510
See Accompanying Notes to Consolidated Financial Statements.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements
Note 1. Nature of Operations and Summary of Significant Accounting Policies
The accompanying audited Consolidated Financial Statements of Patriot National Bancorp, Inc. (the “Holding Company” or “PNBK”) and its wholly-owned subsidiaries, Patriot Bank, N.A. (the “Bank”), Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively, the “Company” or “Patriot”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Bank is a nationally chartered commercial bank whose deposits are insured by the Federal Deposit Insurance Company (“FDIC”), which manages the Deposit Insurance Fund. The Bank provides a full range of banking services to commercial and consumer customers through its main office in Stamford, Connecticut, seven branch offices in Connecticut and one branch office in New York. The Bank's customers are concentrated in Fairfield and New Haven Counties in Connecticut and Westchester County in New York.
The preparation of consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities. Actual results could differ from those estimates. Management has identified accounting for the allowance for credit losses, the analysis and valuation of its investment securities, the valuation of deferred tax assets, the impairment of goodwill, the valuation of derivatives, and the valuation of servicing assets as certain of Patriot’s more significant accounting policies and estimates, in that they are critical to the presentation of Patriot’s financial condition and results of operations. As they concern matters that are inherently uncertain, these estimates require management to make subjective and complex judgments in the preparation of Patriot’s consolidated financial statements.
Reclassification
Certain prior period amounts have been reclassified to conform to current year financial statement presentation. These reclassifications only change the reporting categories and do not affect the consolidated results of operations or consolidate financial position of the Company.
Summary of Significant Accounting Policies:
Principles of consolidation and basis of financial statement presentation
The consolidated financial statements include the accounts of Patriot, and the Bank's wholly owned subsidiaries, PinPat Acquisition Corporation and have been prepared in conformity with US GAAP. All significant intercompany balances and transactions have been eliminated.
Cash, Cash Equivalents and Restricted Cash
Patriot considers all short-term, highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and due from banks, federal funds sold, and short-term investments are recognized as cash equivalents in the Consolidated Balance Sheets.
Patriot maintains amounts due from banks which, at times, may exceed federally insured limits. Patriot has not experienced any losses from such concentrations.
The Company maintains cash on deposit at other depository institutions as collateral for the Bank’s digital payments activities, which is considered as restricted cash.
Federal Reserve Bank and Federal Home Loan Bank stock
The Bank is required to maintain an investment in capital stock of the Federal Home Loan Bank of Boston (“FHLB-B”), as collateral, in an amount equal to a percentage of its total assets, plus a percentage of its activity with FHLB-B. Additionally, the Bank is required to maintain an investment in the capital stock of the Federal Reserve Bank (“FRB”), as collateral, in an amount equal to three percent of the Bank’s total equity capital as per its latest Report of Condition (“Call Report”) filed with the Federal Deposit Insurance Corporation. The FRB requires that one-half of the investment in its stock be funded currently, with the remaining amount subject to call when deemed necessary by the FRB Board of Governors.
Shares in the FHLB-B and FRB are purchased and redeemed based upon their $ 100 par value. The stocks are non-marketable equity securities, and as such, are considered restricted securities that are carried at cost, and evaluated for impairment in accordance with relevant accounting guidance. In accordance with this guidance, the stocks’ values are determined by the ultimate
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements
recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as: (a) the significance of any decline in net assets of the FHLB-B or FRB, as applicable, compared to its capital stock amount, and the length of time this situation has persisted; (b) commitments by either the FHLB-B or FRB to make payments required by law or regulation and the level of such payments in relation to their operating performance; (c) the potential impact of any legislative or regulatory changes; and (d) the regulatory capital ratios and liquidity position of the FHLB-B or FRB, as applicable.
Included in the Bank’s investment portfolio are shares in the FHLB-B and FRB of $ 3.6 million and $ 2.2 million as of December 31, 2025 and 2024, respectively. Management has evaluated its investment in the capital stock of the FHLB-B and FRB for impairment, based on the aforementioned criteria, and has determined that as of December 31, 2025 and 2024 there is no impairment of its investment in either the FHLB-B or FRB.
Investment Securities
Management determines the appropriate classification of securities at the date individual investment securities are acquired, and the appropriateness of such classification is reassessed at each balance sheet date.
Debt securities, if any, that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and are recorded at amortized cost. “Trading” securities, if any, are carried at fair value with unrealized gains and losses recognized in earnings. Securities classified as “available-for-sale” are recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss), net of taxes. Purchase premiums and discounts are recognized in interest income using the interest method of accounting, in order to achieve a constant effective yield over the contractual term of the securities.
For available-for-sale debt securities in an unrealized loss position, the Company will first assess whether i) it intends to sell or ii) it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. If either case is applicable, any previously recognized allowances are charged off and the debt security’s amortized cost is written down to fair value through income. If neither case is applicable, the debt security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the debt security by a rating agency and any adverse conditions specifically related to the debt security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the debt security are compared to the amortized cost basis of the debt security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an Allowance for Credit Losses (“ACL”) is recorded for the credit loss, limited by the amount by which the fair value is less than the amortized cost basis. Any impairment that has not been recorded through allowance for credit losses is recognized in other comprehensive income, net of tax.
Adjustments to the allowance are reported in the income statement as a component of credit loss expense. Debt securities are charged off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by the Company or when either of the aforementioned criteria regarding intent or requirement to sell is met specifically for available-for-sale debt securities.
The Company excludes the accrued interest receivable balance from the amortized cost basis in measuring expected credit losses on debt securities and does not record an ACL on accrued interest receivable.
Securities transactions are recorded on the trade date. Realized gains and losses on the sale of securities are determined using the specific identification method, recorded on the trade date, and reported in non-interest income for the period.
At December 31, 2025 and 2024, the Bank’s investment portfolio includes zero and $ 4.5 million investment in the Solomon Hess SBA Loan Fund (“SBA Fund”). The Bank previously utilized this investment to satisfy its Community Reinvestment Act lending requirements. At December 31, 2024, the investment in the SBA Fund is reported in the Consolidated Balance Sheets at cost, which management believes approximates fair value.
Loans receivable
Loans that Patriot has the intent and ability to hold until maturity or for the foreseeable future generally are reported at their outstanding unpaid principal balances adjusted for deferred costs, an allowance for credit losses, if any, and any unamortized discount, premium and deferred fees.
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Interest income is accrued based on unpaid principal balances. Loan application fees are reported as non-interest income, while other certain direct origination costs, or for purchased loans, any discounts or premiums are deferred and amortized to interest income as a level yield adjustment over the respective term of the loan.
Loans are placed on non-accrual status or charged off when collection of principal or interest is considered doubtful. The accrual of interest on loans is discontinued no later than when the loan is 90 days past due for payment, unless the loan is well secured and in process of collection. Consumer installment loans are typically charged off no later than when they become 180 days past due. Past due status is based on the contractual terms of the loan.
Accrued uncollected interest income on loans that are placed on non-accrual status or have been charged off is reversed against interest income. Interest income on such non-performing loans is accounted for on the cash-basis of accounting until qualifying for return to accrual status. Any cash received on non-accrual or charged off loans is first applied against unpaid and past-due principal and then to interest, unless the loan is in a cure period. If in a cure period, and management believes there will be a loss, cash receipts are applied to principal until the balance at risk and collateral value, if any, is equal to the amount management believes will ultimately be collected. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. The interest on these loans is accounted for on the cash-basis method until qualifying for return to accrual status.
Patriot’s real estate loans are collateralized by real estate located principally in Fairfield and New Haven Counties in Connecticut, and Westchester County and New York City in New York. Accordingly, the ultimate collectability of a substantial portion of Patriot’s loan portfolio is susceptible to regional real estate market conditions.
Allowance for credit losses
On January 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 requires an entity to reflect its current estimate of all expected credit losses based on historical experience, current conditions and reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. ASC 326 also expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the reserve for credit losses. In addition, entities need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination.
The allowance for credit losses (“ACL”) is based on the Company’s evaluation of the loan portfolios, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. The process is inherently subjective and subject to significant change as it requires material estimates.
The allowance is increased by a provision for credit losses, which is charged to expense, and reduced by charge-offs, net of recoveries. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for credit losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.
Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, purchase discounts and premiums and deferred loan fees and costs. Accrued interest receivable on loans is excluded from the estimate of credit losses because these balances are written off or reversed when a loan is placed in non-accrual status.
The Company evaluates loans with similar risk characteristics in pools using a probability of default/loss given default ("PD/LGD") method. Under this current expected credit loss ("CECL") methodology, the Bank forecasts the probability of default, loss given default, and exposure at default for loans in a given pool over their remaining life, thereby deriving an ACL capable of absorbing estimated losses over the remaining life of the portfolio. Under this framework, qualitative factors play a diminished role, with reserve rates influenced by change in real domestic Gross Domestic Product ("GDP"), State of Connecticut unemployment rate, New York Fed recession indicator, CoStar composite index, New York Case Schiller index, Coincident activity index, Michigan consumer activity index, S&P's BBB credit spreads, and the Company's loan delinquencies and charge off data.
An additional component of the allowance is determined by management based on a qualitative analysis of certain factors related to portfolio risks that are not incorporated in the calculated model. The factors include lending practices, the ability and
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experience of the credit staff, the overall lending environment and undiscovered financial information in select small loan portfolios.
In addition, a risk rating system is utilized to evaluate the collectively evaluated component of the ACL. Under this system, management assigns risk ratings between one and eleven. Risk ratings are assigned based upon the recommendation of the credit analyst and the originating loan officer. The risk ratings are reviewed and confirmed by the Internal Asset Review Committee (“IARC”) and reported to the Enterprise Risk Committee of the Board of Directors.. Risk ratings are established at the initiation of transactions and are reviewed and changed, when necessary, during the life of the loan. Loans assigned a risk rating of six or above are monitored more closely by the credit administration officers and IARC.
In the underwriting of loans secured by real property, property appraisals are required to be performed by independent licensed appraisers that are included in a panel whose selection criteria have been approved by Patriot’s Board of Directors. Appraisals are subject to review by independent third parties hired by Patriot. All appraisals are reviewed by qualified independent parties to the firm preparing the appraisals. Generally, management obtains updated appraisals when a loan is on nonaccrual status and evaluated individually. These appraisals may be more limited than those prepared for the underwriting of a new loan. Additionally, the Bank hires an outside engineering consultant perform the inspection on properties. Management reviews and inspection reports before disbursing funds, particularly during the term of a construction loan.
The Bank’s SBA loan portfolio consists of both whole loans and the unguaranteed portion of certain C&I and Owner-Occupied CRE loans. An additional risk premium was assigned to those loans due to their risk parameters and profile, including higher historical loss rates (based on historical SBA data) than the rest of the C&I and Owner-Occupied CRE portfolio.
Individually Evaluated Loans
Credit losses for loans that no longer share similar risk characteristics with the collectively evaluated pools are excluded from the collective evaluation and estimated on an individual basis. Individual evaluations are performed for nonaccrual loans and loans rated substandard that are in excess of $100,000. Specific allowances were estimated based on one of several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows.
Internal Asset Review Committee meets at least quarterly to discuss and review the conditions and risks associated with individual problem loans. While the Company uses the best information available to evaluate the ACL, future adjustments to the ACL may be necessary if conditions differ or substantially change from the information used in making the evaluation.
Loan Modifications
In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (ASU 326) : Troubled Debt Restructurings and Vintage Disclosures. ASU 2022-02 eliminated the accounting guidance for TDRs by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The Company adopted ASU 2022-02 effective January 1, 2023 and the impact was immaterial.
Accrued Interest Receivable
Upon adoption of ASC 326 and its related amendments on January 1, 2023, the Company made the following elections regarding accrued interest receivable:
• Presenting accrued interest receivable balances separately on the Consolidated Balance Sheet.
• Continuing our policy to fully reserve accrued interest receivable by reversing interest income on nonaccrual loans. For commercial loans, the reserve is established upon becoming 90 days past due except for instances where it can be clearly documented that the loan is both well secured and in the process of collection. For consumer loans, the charge-off typically occurs upon becoming 120 days past due. Historically, the Company has not experienced uncollectible accrued interest receivable on its investment securities.
• Not measuring an allowance for credit losses for accrued interest receivable due to the Company’s policy of fully reserving uncollectible accrued interest receivable balances in a timely manner, as described above.
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Notes to consolidated financial statements
ACL for Unfunded Commitments
The ACL for unfunded commitments represents the expected credit losses on off-balance sheet commitments such as unfunded commitments to extend credit and standby letters of credit. However, a liability is not recognized for commitments that are unconditionally cancellable by the Company. The ACL for unfunded commitment is recognized as a liability (within other liabilities on the Consolidated Balance Sheets), with adjustments to the unfunded commitment reserve recognized as a provision for credit loss expense in the Consolidated Statements of Operations. The Unfunded Commitment Reserve is determined by estimating expected future funding, under each segment, and applying the expected loss rates.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from Patriot -- put presumptively beyond the reach of Patriot and its creditors, even in bankruptcy or other receivership, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and no condition both constrains the transferee from taking advantage of that right and provides more than a trivial benefit for Patriot, and (3) Patriot does not maintain effective control over the transferred assets through either (a) an agreement that both entitles and obligates it to repurchase or redeem the assets before maturity or (b) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.
Loans Held for Sale
SBA loans held for sale represent the guaranteed portion of SBA loans and are reflected at the lower of aggregate cost or market value. Patriot originates loans to customers under the SBA program, historically providing for SBA guarantees of 75 % of the principal balance of each loan. During the pandemic, in December 2020, the SBA temporarily increased the guaranteed percentage to 90 % during one of the rounds of stimulus. As of October 1, 2021, the guaranteed percentage reverted back to 75 % of the loan. Patriot typically sells the guaranteed portion of its SBA loans to third parties and retains the servicing, holding the unguaranteed portion in its portfolio. The amount of loan origination fees is included in the carrying value of loans sold and in the calculation of the gain or loss on the sale. When sales of SBA loans occur, the premium received on the sale and the present value of future cash flows of the servicing assets, less the discount of the retained portion of the loan, are recognized in income. All criteria for sale accounting must be met for the loan sales to occur; see details under the “Transfers of Financial Assets” heading above.
Loans held for sale are carried at the lower of amortized cost or estimated fair value. The estimated fair value for SBA loans held for sale is based on pricing information from secondary markets and brokers, when available.
Patriot originates commercial credit card loans that are marketed by the buyer. The credit card loans are expected to be held for no longer than three days before being sold to the buyer. The credit card loans are fully cash-secured by deposits at Patriot. The credit card loans are sold to the buyer as a whole loan sale transaction, priced at par; thus, there is no servicing asset or gain or loss on sale.
Servicing Assets
Servicing assets represent the estimated fair value of retained servicing rights, net of servicing costs, at the time loans are sold. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment is evaluated based on stratifying the underlying financial assets by date of origination and term. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment, if temporary, would be reported as a valuation allowance.
Other Real Estate Owned
Assets acquired through, loan foreclosure or in lieu of, are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. In addition, when Patriot acquires other real estate owned (“OREO”), it obtains a current appraisal to substantiate the net carrying value of the asset. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in the results of operations. Costs relating to the development and improvement of the property are capitalized, subject to the limit of fair value of the collateral. Gains or losses are included in non-interest expenses upon disposal.
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Write-downs of foreclosed properties that are required upon transfer to OREO are charged to the ACL. Thereafter, an allowance for OREO losses is established for any further declines in the property’s value. These losses are included in non-interest expenses in the consolidated statements of operations.
Premises and Equipment
Premises and equipment are stated at cost, net of accumulated depreciation and amortization. Leasehold improvements are capitalized and amortized over the shorter of the terms of the related leases or the estimated economic lives of the improvements. Depreciation is charged to operations for buildings, furniture, equipment and software using the straight-line method over the estimated useful lives of the related assets which range from three to forty years . Gains and losses on dispositions are recognized upon realization. Maintenance and repairs are expensed as incurred and improvements are capitalized.
Lease Accounting
The Company accounts for leases under ASC Topic 842, Leases. The Company enters into operating leases in the normal course of business primarily for several of its branch, office and parking locations, and one equipment lease.
Lease liabilities are recognized based on the present value of future lease payments over the lease term, and corresponding right-of-use (“ROU”) assets are recognized based on the lease liability, adjusted for prepaid lease payments, lease incentives received, and initial direct costs, as applicable. The Company's lease agreements include options to renew at the Company's discretion. If the extensions are reasonably certain to be exercised, they are considered in the calculation of the ROU asset and lease liability. The Company has also elected not to recognize leases with original lease terms of 12 months or less (short-term leases) in the Company's Consolidated Balance Sheets. The ROU assets are included in other assets and the lease obligations are included in other liabilities in the Consolidated Balance Sheets.
Impairment of Long-lived Assets
Long-lived assets, which are held and used, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to non-interest expense.
Intangible Assets
Intangible assets include core deposit intangibles (“CDI”) and goodwill arising from acquisitions. The initial and ongoing carrying value of intangible assets is based upon modeling techniques that require management to make estimates regarding the amount and timing of expected future cash flows. It also requires use of a discount rate that reflects the current return requirements of the market in relation to present risk-free interest rates, required equity market premiums, peer volatility indicators, and company-specific risk indicators.
CDI is amortized on straight-line basis over a 10 year period because that is managements’ estimate of the period Patriot will benefit from Prime Bank’s deposit base comprised of funds associated with long-term customer relationships. CDI is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life.
Derivatives
Derivatives are recognized at fair value and included in other assets and other liabilities in the accompanying Consolidated Balance Sheets. The value of exchange-traded contracts is based on quoted market prices while non-exchange traded contracts are valued based on dealer quotes, pricing models, discounted cash flow methodologies, or similar techniques for which the determination of fair value may require management judgment or estimation, relating to future rates and credit activities. Cash flows from derivative financial instruments are included in net cash provided by operating activities in the accompanying consolidated statements of cash flows.
Derivatives Not Designated in Hedge Relationships: Patriot enters into interest rate swap agreements (“swaps”) on a limited basis, to provide a facility to mitigate for the borrower the fluctuations in the variable rate on the respective loan. The customer swaps are simultaneously hedged by offsetting derivatives that Patriot entered into with an outside third party. The swaps are reported at fair value in other assets or other liabilities. These swaps qualify as derivatives, but are not designated as hedging instruments, thus any net gain or loss resulting from changes in the fair value is recognized in other non-interest income.
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The credit risk associated with derivatives executed with customers is similar as that involved in extending loans and is subject to normal credit policies. Collateral is obtained based on management’s assessment of the customer. The positions of customer derivatives are recorded at fair value and changes in value are included in non-interest income on the consolidated statement of operations.
Income taxes
The Company recognizes income taxes under the asset and liability method. Under this method, deferred tax assets (“DTAs”) and liabilities (“DTLs”) are recognized for the estimated tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and loss carry forwards. DTAs and DTLs are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on DTAs and DTLs of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognize deferred tax assets to the extent we believe it is more likely than not the asset will be realized. Quarterly, management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets, including future reversals of existing taxable temporary differences, projected taxable income, tax-planning strategies, carryback potential if permitted, and the results of recent operations. A significant piece of objective negative evidence is the existence of a three or four year cumulative loss. Such objective negative evidence limits the ability of management to consider other subjective evidence, such as projected taxable income. When appropriate, the Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. A valuation allowance is subject to ongoing adjustment based on changes in circumstances that affect management’s judgment about the realizability of the deferred tax asset. Adjustments to increase or decrease the valuation allowance are charged or credited to the deferred tax component of the income tax provision or benefit or, in certain circumstances, to accumulated other comprehensive income.
The Company maintains a full valuation allowance against its federal and state deferred tax assets as of December 31, 2025, we determined that a full valuation allowance was appropriate based on our assessment performed as of September 30, 2024. The key factor for providing a full valuation allowance was our 3-year cumulative operating losses. Once the Company begins generating profits, we will re-evaluate if a full valuation allowance remains appropriate or if the allowance should be reduced.
Unrecognized tax benefits
Patriot recognizes a benefit from its tax positions only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.
Patriot’s returns for tax years 2022 through 2025 are subject to examination by the Internal Revenue Service (“IRS”) for U.S. Federal tax purposes and, for State tax purposes, by the taxing authorities of Connecticut, New York and New Jersey.
As of December 31, 2025 and 2024, the Bank did not record any uncertain tax positions (“UTP”). Additionally, Patriot has no pending or on-going audits in any tax jurisdiction.
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.
Earnings per Share
Basic earnings per share represent earnings accruing to common shareholders and are computed by dividing net income by the weighted average number of shares of common stock outstanding.
Diluted earnings per share reflects additional shares of common stock that would have been outstanding if potentially dilutive securities had been converted to common stock, as well as any adjustments to earnings resulting from the assumed conversion, unless such effect is anti-dilutive. Potential shares of common stock that may be issued by Patriot include any unvested restricted stock awards, stock options, and stock warrants and are determined using the treasury stock method.
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Notes to consolidated financial statements
Share-based compensation plan
Incentive and compensatory share-based compensation granted to employees is accounted for at the grant date fair value of the award and recognized in the results of operations as compensation expense with an off-setting entry to equity on a straight-line basis over the requisite service period, which is the vesting period. Non-employee members of the Board of Directors are treated as employees for any share-based compensation granted in exchange for their service on the Board of Directors.
Patriot does not currently have, nor has it had in the past, any grants of share-based compensation to non-employees. However, should such awards exist in the future, the value of the goods or services received shall be measured at the grant date fair value of the award or the goods or services to be received, if determined to be a more reliable measurement of fair value. A liability will be recognized for the award, which will periodically be adjusted to reflect the then current fair value, and compensation expense will be recognized over the requisite period during which the goods or services are received, so that the fair value at the date of settlement is the compensation expense recognized.
The Compensation Committee of the Board of Directors establishes terms and conditions applicable to the vesting of restricted stock awards and stock options. Restricted stock grants generally vest in quarterly or annual installments over a three -, four - or five-year period from the date of grant. All restricted stock awards are non- participating grants.
Comprehensive income
Accounting principles generally require that recognized revenues, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of shareholders' equity in the Consolidated Balance Sheets, such items, along with net income, are components of comprehensive income.
Segment reporting
Patriot’s only business segment is Banking. During the years ended December 31, 2025, 2024, and 2023, this segment represented all the revenues and income of Patriot. While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed, and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
The Financial Accounting Standards Board amended the segment reporting requirements to add disclosures of incremental segment expense categories. The Company adopted this guidance effective December 31, 2024 on a retrospective basis. The additional disclosures are included in Note 23 – Segment Information.
Related Party Transactions
In the ordinary course of business, the Company and the Bank enter into transactions with related parties, including directors, executive officers, their immediate family members, and entities over which such persons exercise control or significant influence. Such transactions may include deposit accounts, extensions of credit, debt or equity transactions, and other banking or financial services. Related party transactions are reviewed and approved in accordance with the Company’s governance processes and, where applicable, are conducted on terms substantially similar to those prevailing at the time for comparable transactions with non-related parties. See Note 20: Related Party Transactions for further information.
Fair value
Patriot uses fair value measurements to record adjustments to the carrying amounts of certain assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in certain instances, there are no quoted market prices for certain assets or liabilities. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate sale or settlement of the asset or liability, respectively.
Provided in these notes to the consolidated financial statements is a detailed summary of Patriot’s application of fair value measurements and the effect on the assets and liabilities presented in the consolidated financial statements.
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Advertising Costs
Patriot's policy is to expense advertising costs in the period in which they are incurred.
Revenue Recognition
ASC 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The majority of our revenue-generating transactions are not subject to ASC 606, including revenue generated from financial instruments, such as our loans, letters of credit, derivatives and investment securities, as well as revenue related to our mortgage servicing activities, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC 606, which are presented in our income statements as components of non-interest income are as follows:
• Service charges on deposit accounts and digital payments activities - these represent general service fees for monthly account maintenance and activity- or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.
Non-interest income - Digital Payments
The Bank provides solutions to card program managers and Fintech counterparties in the form of acceptance, processing and settlement of prepaid, debit, and charge card payments and accounts. Each of our customers, called Program Managers (“PMs”), signs a services agreement with the Bank with customized terms and fees. The typical fees include start-up fees and transaction fees, and the fees will vary by relationship. The start-up fees are to compensate the Bank for costs of due diligence on the PMs and the programs, and to onboard the PMs and programs onto our infrastructure. The transaction fees are typically based on a charge per transaction settled, or a rate on the total dollar settlement volume in a month. The fees are billed after the activities occur and collected monthly.
The Bank receives interchange revenue from the networks, both MasterCard and Visa. The interchange revenue is a unique amount per transaction that settles to the Bank through their networks on a daily basis. As a part of the Program Manager services agreement, the Bank may share part or all of the interchange revenue with the PM. The interchange revenue is recognized as point in time transactions for the Bank and records a reduction of the revenue for any part of the interchange revenue that is shared with the PM. The networks, both MasterCard and Visa, charge fees to the merchant for utilization of the network, and the fees that are collected are paid to the Bank. The interchange rate may vary, as most transaction types have their own unique rate charged by the network at the time the purchase is completed.
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Notes to consolidated financial statements
Recently Adopted and Issued Accounting Standards
Accounting Standards Adopted in 2025
ASU 2023-09
In December 2023, the FASB issued ASU 2023-09 to improve income tax disclosure requirements under ASC 740, Income Taxes. The guidance requires entities to provide separate information about a reporting entity’s effective tax rate reconciliation and about income taxes paid. The Company adopted ASU 2023-09 effective for the annual period beginning January 1, 2025, on a prospective basis. While the standard will require additional disclosures related to the Company’s income taxes, we do not expect this ASU to have an impact on our financial statements.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Based on management’s review, the OBBBA does not have a material impact on the financial statements of Patriot Bank as of the reporting date. Management will continue to monitor future regulatory guidance or interpretations related to the legislation.
Accounting Standards Issued But Not Yet Adopted
ASU 2023-06
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this Update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. The amendments in this Update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed from the Codification and will not become effective for any entity. The adoption of ASU 2023-06 is not expected to have an impact on the Company’s financial condition or results of operations but could change certain disclosures. The Company will continue to monitor for SEC action, and plan accordingly for adoption.
ASU 2024-01
In March 2024, the FASB issued ASU No. 2024-01 Compensation—Stock Compensation (Topic 718): Scope Applications of Profits Interests and Similar Awards . ASU 2024-01 adds an example to Topic 718 which illustrates how to apply the scope guidance to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements under Topic 718 or under other U.S. GAAP. ASU 2024-01 is effective for annual periods beginning after December 15, 2025, although early adoption is permitted. Upon adoption, ASU 2024-01 is not expected to have an impact on the Company’s Consolidated Financial Statements.
ASU 2024-03 and ASU 2025 -01
In November 2024, the FASB issued ASU 2024-03: Income Statement-Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40); Disaggregation of Income Statement Expenses . In January 2025, the FASB issued ASU 2025-01: Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date . The amendments in ASU 2024-03 require public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items by breaking down certain expense line items into specified natural expense categories, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion. The amendments in ASU 2024-03 are effective for annual reporting periods
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beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The amendments in ASU 2024-03 can be applied on a prospective basis or retrospective basis and early adoption is permitted. The amendments in ASU 2025-01 clarify the effective date of ASU 2024-03 stating that all public business entities are required to adopt the update in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. ASU 2025-01 does not change the effective date of ASU 2024-03 but was issued to provide clarity on the effective date for public business entities that do not have a calendar year-end. The Company is currently evaluating the potential impact of the adoption of ASU 2024-03 and ASU 2025-01 on its disclosures.
ASU 2025-08
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. The amendments require certain acquired loans that meet the definition of purchased seasoned loans to be accounted for using a gross-up approach that aligns the initial accounting for those loans more closely with the accounting for purchased credit-deteriorated assets. The amendments are effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The Company has elected to early adopt ASU 2025-08 effective January 1, 2026. The amendments will be applied prospectively to loans acquired on or after the adoption date. Because the guidance applies prospectively, adoption did not affect the Company’s 2025 consolidated financial statements. The Company is evaluating, or if known, expects, the effect of adoption on the accounting for acquired loans in future periods.
Note 2. Restrictions on Cash and Due from Banks
Federal Reserve System regulations require depository institutions to maintain cash reserves against their transaction accounts, primarily interest-bearing and regular checking accounts. The required cash reserves can be in the form of vault cash and, if vault cash does not fully satisfy the required cash reserves, in the form of a balance maintained with Federal Reserve Banks. The Board of Governors of the Federal Reserve System generally makes annual adjustments to the tiered cash reserve requirements. In March of 2020, the Federal Reserve Bank eliminated reserve requirements for all depository institution. Therefore, the Company was not required to have cash on hand or on deposit with the Federal Reserve Bank to meet regulatory reserve and clearing requirements as of December 31, 2025 and 2024.
The Company maintains restricted cash on deposit with another depository institution as collateral for the Bank’s digital payments activities. The collateral serves to protect a payment processor in the event of the Bank’s inability to fulfill its obligations regarding transactions processed through the payment processor. The restricted cash was $ 20.7 million and $ 15.0 million as of December 31, 2025 and 2024, respectively.
Note 3. Available-for-sale securities
At December 31, 2025 and 2024, the amortized cost, gross unrealized gains, gross unrealized losses and approximate fair value of available-for-sale securities was as follows:
(In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value
December 31, 2025:
U. S. Government agency and MBS $ 217,228 $ 215 $ ( 13,375 ) $ 204,068
Corporate bonds 15,996 — ( 2,533 ) 13,463
Subordinated notes 4,000 — ( 248 ) 3,752
SBA loan pools 4,146 — ( 752 ) 3,394
$ 241,370 $ 215 $ ( 16,908 ) $ 224,677
December 31, 2024:
U. S. Government agency and MBS $ 75,689 $ — $ ( 15,466 ) $ 60,223
Corporate bonds 15,996 — ( 3,261 ) 12,735
Subordinated notes 4,000 — ( 539 ) 3,461
SBA loan pools 4,562 — ( 989 ) 3,573
$ 100,247 $ — $ ( 20,255 ) $ 79,992
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Notes to consolidated financial statements
The following table presents available-for-sale securities’ gross unrealized losses and fair value, aggregated by the length of time the individual securities have been in a continuous loss position as of December 31, 2025 and 2024:
(In thousands) Less than 12 Months 12 Months or More Total
Fair Value Unrealized (Loss) Fair Value Unrealized (Loss) Fair Value Unrealized (Loss)
December 31, 2025:
U. S. Government agency and MBS $ 124,222 $ ( 917 ) $ 60,222 $ ( 12,458 ) $ 184,443 $ ( 13,375 )
Corporate bonds — — 13,464 ( 2,533 ) 13,464 ( 2,533 )
Subordinated notes — — 3,752 ( 248 ) 3,752 ( 248 )
SBA loan pools — — 3,393 ( 752 ) 3,393 ( 752 )
$ 124,222 $ ( 917 ) $ 80,831 $ ( 15,991 ) $ 205,052 $ ( 16,908 )
December 31, 2024:
U. S. Government agency and MBS $ 4,170 $ ( 160 ) $ 56,053 $ ( 15,306 ) $ 60,223 $ ( 15,466 )
Corporate bonds — — 12,735 ( 3,261 ) 12,735 ( 3,261 )
Subordinated notes — — 3,461 ( 539 ) 3,461 ( 539 )
SBA loan pools — — 3,573 ( 989 ) 3,573 ( 989 )
$ 4,170 $ ( 160 ) $ 75,822 $ ( 20,095 ) $ 79,992 $ ( 20,255 )
As of December 31, 2025, fifty-five of sixty available-for-sale securities were in an unrealized loss position, with an aggregate depreciation of 7.6 % from amortized cost. As of December 31, 2024 all forty-four available-for-sale securities had unrealized losses, with an aggregate depreciation of 20.2 % from amortized cost.
As of December 31, 2025 and 2024, no allowance for credit losses has been recognized on available-for-sale debt securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired. This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to available-for-sale debt securities. The issuers of these debt securities continue to make timely principal and interest payments under the contractual terms of the securities. The Company does not intend to sell these debt securities and it is more likely than not that the Company will not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity. The unrealized losses are due to increases in market interest rates over the yields available at the time the debt securities were purchased.
With regard to U.S. mortgage-backed securities and municipal bonds issued by the U.S. government, or agencies thereof, it is expected that the securities will not be settled at prices less than the amortized cost basis of the securities as such securities are backed by the full faith and credit of and/or guaranteed by the U.S. government. Accordingly, no allowance for credit losses has been recorded for these securities.
With regard to corporate bonds, management considers (i) issuer bond ratings, (ii) historical loss rates for given bond ratings, (iii) whether issuers continue to make timely principal and interest payments under the contractual terms of the securities, and (iv) internal forecasts. Securities under the U.S. Small Business Administration (“SBA”) government guaranteed loan pools program were purchased at a premium and the impairment was attributable primarily to increased prepayment speeds. The timely payment of principal and interest on these securities is guaranteed by the U.S. Government agency. The contractual terms of the subordinated notes do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Furthermore, as of December 31, 2025, there were no past due principal or interest payments associated with these securities. Based upon (i) the issuer’s strong bond ratings and (ii) a zero historical loss rate, no allowance for credit losses has been recorded for available-for-sale securities. All debt securities in an unrealized loss position continue to perform as scheduled and the Company does not believe there is a possible credit loss or that an allowance for credit loss on these debt securities is necessary.
As of December 31, 2025 and 2024, available-for-sale securities of $ 15.1 million and $ 60.2 million, respectively, were pledged primarily as collateral for FRB and FHLB borrowings, and to secure municipal deposits. The securities were pledged to the FRB and FHLB.
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Notes to consolidated financial statements
The following summarizes, by class and contractual maturity, the amortized cost and estimated fair value of available-for-sale debt securities held at December 31, 2025 and 2024. The mortgages underlying the mortgage-backed securities are not due at a single maturity date. Additionally, these mortgages often are and generally may be pre-paid without penalty, creating a degree of uncertainty that such investments can be held until maturity. For convenience, mortgage-backed securities have been included in the summary as a separate line item.
(In thousands) Amortized Cost Fair Value
Due
Within
5 years Due After
5 years
through
10 years Due
After
10 years Total Due
Within
5 years Due After
5 years
through
10 years Due
After
10 years Total
December 31, 2025:
Corporate bonds $ — $ 15,996 $ — $ 15,996 $ — $ 13,463 $ — $ 13,463
Subordinated notes 3,000 1,000 — 4,000 2,807 945 — 3,752
SBA loan pools — — 4,146 4,146 — — 3,394 3,394
AFS securities with stated maturity 3,000 16,996 4,146 24,142 2,807 14,408 3,394 20,609
U. S. Government agency and MBS — 5,134 212,094 217,228 — 4,372 199,696 204,068
$ 3,000 $ 22,130 $ 216,240 $ 241,370 $ 2,807 $ 18,780 $ 203,090 $ 224,677
December 31, 2024:
Corporate bonds $ — $ 15,996 $ — $ 15,996 $ — $ 12,735 $ — $ 12,735
Subordinated notes 3,000 1,000 — 4,000 2,610 851 — 3,461
SBA loan pools — — 4,562 4,562 — — 3,573 3,573
AFS securities with stated maturity 3,000 16,996 4,562 24,558 2,610 13,586 3,573 19,769
U. S. Government agency and MBS — 5,172 70,517 75,689 — 4,134 56,089 60,223
$ 3,000 $ 22,168 $ 75,079 $ 100,247 $ 2,610 $ 17,720 $ 59,662 $ 79,992
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Notes to consolidated financial statements
Note 4. Loans Receivables and Allowance for Credit Losses
As of December 31, 2025 and 2024, loans receivable, net, consisted of the following:
December 31,
(In thousands) 2025 2024
Loan portfolio segment:
Commercial Real Estate $ 346,191 $ 419,489
Residential Real Estate 79,667 92,215
Commercial and Industrial 146,828 129,608
Consumer and Other 19,876 59,973
Construction — 3,830
Construction to Permanent - CRE — 2,357
Loans receivable, gross 592,562 707,472
Allowance for credit losses ( 6,839 ) ( 7,305 )
Loans receivable, net $ 585,723 $ 700,167
Existing Loan Portfolio
Patriot’s lending activities have historically been conducted primarily in the Tri-State areas of Connecticut, New York and New Jersey.
The Bank’s existing loan portfolio has consisted of commercial real estate (“CRE”) loans, commercial and industrial loans, residential real estate loans (primarily purchased), consumer loans, and a limited volume of construction loans. Commercial and residential real estate loans are collateralized primarily by first or second mortgages on real estate. The ability and willingness of borrowers to satisfy their loan obligations can be dependent to some degree on the regional economy and real estate market conditions.
Patriot maintains credit policies applicable to each lending activity and evaluates the creditworthiness of every borrower. Unless mitigating factors exist, commercial real estate loans are generally limited to 75 % of the market value of the underlying collateral; multifamily real estate loans are limited to 75 % to 80 % loan-to-value; and construction loans (none currently outstanding) were limited to 75 % of “as-completed” appraised value. Real estate is the primary form of collateral, although other collateral types include accounts receivable, inventory, marketable securities, time deposits and other business assets.
Risk characteristics of the Company ’ s portfolio classes include the following:
Commercial Real Estate Loans
CRE loans include both owner-occupied and non-owner-occupied properties. Non-owner-occupied CRE repayment depends primarily on rents from leases to third party tenants, successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in the real estate market or the general economy.
Owner-occupied CRE loans are utilized by a business for the purpose of providing the space needs for that business and the running of its operations. Owner-occupied CRE depends on the borrower’s operating business cash flow. Repayment of these loans may be adversely affected by conditions in the specific owner’s industry in addition to the general economy.
In underwriting CRE loans, Patriot evaluates both the prospective borrower’s ability to make timely payments on the loan, the value of the property(ies) securing the loans and the net operating income generated by such property(ies). Repayment of such loans may be negatively impacted should the borrower default, the value of the property collateralizing the loan substantially declines, or there is deterioration in general economic conditions. Where the owner occupies the property, Patriot also evaluates the business’ ability to repay the loan on a timely basis and may require personal guarantees, lease assignments, and/or the guarantee of the operating company. Owner-occupied CRE loans are subject to many of the same risks described below for
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Commercial and Industrial Loans, as repayment depends in part on the borrower’s cash flow, debt service coverage and management’s expertise
Patriot did not purchase any commercial real estate loans in 2025 and 2024.
Residential Real Estate Loans
The Bank’s residential real estate portfolio consists largely of purchased loans. The repayment of residential real estate loans, as well as the loans secured by residential real estate, may be negatively impacted if borrowers experience financial difficulties, if there is a significant decline in the value of the property securing the loan, or if there are declines in general economic conditions. Patriot purchased residential real estate loans of $ 35 million and $ 187 thousand and sold $ 29 million and zero for the years ended December 31, 2025 and 2024, respectively.
Commercial and Industrial Loans
Patriot’s commercial and industrial loan portfolio consists primarily of commercial business loans and lines of credit to businesses and professionals. These loans are generally for the financing of accounts receivable, purchases of inventory, purchases of new or used equipment, or for other short- or long-term working capital purposes – and in some cases to finance the CRE and physical buildings used by companies to carry out their business activities. These loans are generally secured by business assets but are also occasionally offered on an unsecured basis. In granting these types of loans, Patriot considers the borrower’s cash flow as the primary source of repayment, supported by the value of collateral, if any, and personal guarantees, as applicable. Repayment of commercial and industrial loans may be negatively impacted by adverse changes in economic conditions, ineffective management, claims on the borrower’s assets by others that are superior to Patriot’s claims, a loss of demand for the borrower’s products or services, or the death or disability of the borrower or other key management personnel.
Commercial and industrial loans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company may have difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates.
Patriot’s syndicated loan portfolio consisted of one loan of $ 5.7 million at December 31, 2024. During 2025, the loan was repaid in full. The syndicated loan was included in the commercial and industrial loan classification and is led by major financial institution as Lead Arranger, and referred to as a "Shared National Credit (“SNC”). Further originations in this loan class are not expected.
Consumer and Other Loans
Patriot offers individual consumers various forms of credit including overdraft protection, and reserve lines of credit. Consumer loans carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans, and carry generally low relative balances across a diverse borrowing pool. Probability of default is assessed based on FICO scores, debt to income ratios, historical loss rates other common consumer loan metrics.
The Company has purchased unsecured consumer loans from a third party which are higher yielding loans of 2 - 5 year terms that are expected to incur an increased level of charge-offs. Loans purchased under this program totaled zero for the year ended December 31, 2025 and 2024. In 2025, the bank sold a portfolio of 1.092 purchased unsecured consumer loans with unpaid principal balances of $ 9 million. Loans outstanding under this program totaled $ 0.7 million and $ 20.7 million as of December 31, 2025 and 2024, respectively.
The Company does not have any lending programs commonly referred to as subprime lending. Subprime lending generally targets borrowers with weakened credit histories that are typically characterized by payment delinquencies, previous charge-offs, judgments against the consumer, a history of bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burdened ratios.
Patriot purchased home equity line of credit loans (“HELOC”) of zero for the years ended December 31, 2025 and 2024. The Bank sold HELOCS of $ 15.9 million and zero for the years ended December 31, 2025 and 2024, respectively.
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Notes to consolidated financial statements
Construction Loans
The Bank currently does not offer a construction lending product. The construction loans outstanding at December 31, 2025 and 2024 totaled zero and $ 3.8 million, respectively.
Construction to Permanent - Commercial Real Estate (“CRE”)
The Bank currently does not offer a construction to permanent lending product. The construction to permanent loans outstanding at December 31, 2025 and 2024 totaled zero and $ 2.4 million, respectively.
SBA Loans
Patriot originated SBA 7(a) loans, on which the SBA has historically provided guarantees of 75 % of the principal balance. However, during the pandemic in 2020, the SBA temporarily increased the guarantees to 90 % and reverted to 75 % on October 1, 2021. The guaranteed portion of the Company’s SBA loans is generally sold in the secondary market with the unguaranteed portion held in the portfolio as a loan held for investment. SBA loans are for the purpose of providing working capital, financing the purchase of equipment, inventory, or commercial real estate and for other business purposes. Loans are guaranteed by the businesses' major owners. SBA loans are made based primarily on the historical and projected cash flow of the business and secondarily on the underlying collateral provided. SBA loans held for investment are included in the commercial real estate loans and commercial and industrial loan classifications, which totaled $ 18.4 million and $ 29.9 million at December 31, 2025 and 2024, respectively.
In the second quarter of 2025, the Bank made the decision to voluntarily suspend its status as a participant in SBA’s Preferred Lender Program (“PLP”). This decision was made in response to the Bank’s desire to temporarily exit the SBA lending business and the Bank’s Formal Agreement with the Office of the Comptroller of the Currency (“OCC”). It is possible that the Bank will determine in the future that it is prudent to petition to the SBA for reinstatement in the PLP.
Small Business Administration Paycheck Protection Program
Under the Paycheck Protection Program of the CARES Act, small business loans were authorized to pay payroll and group health costs, salaries and commissions, mortgage and rent payments, utilities, and interest on other debt. The loans are provided through participating financial institutions that process loan applications and service the loans. The Bank participated in the SBA’s Paycheck Protection Program in 2021.
Paycheck Protection Program loans totaled $ 125 thousand and $ 129 thousand as of December 31, 2025 and 2024, respectively, which are included in the commercial and industrial loan classifications.
New Lending Programs
During the third quarter of 2025, the Bank re-started its loan origination activities and implemented three targeted lending initiatives designed to prudently diversify revenue and strengthen relationship banking among high-quality entrepreneurial borrowers. These programs are fully aligned with the Bank’s credit risk appetite, underwriting standards, and its overall strategic plan. At this time, no other commercial loan products are offered to our customers. As the successful implementation of these new lending programs progresses and matures, the Bank continues to evaluate additional commercial lending products consistent with its strategic plan and risk appetite.
High Net Worth Line of Credit Program
The Bank introduced a tailored unsecured line of credit product for qualifying high net worth clients. The facility provides short-term liquidity for qualified borrowers with substantial financial strength and established deposit or relationship history with the Bank. The proceeds of the lines of credit are utilized for business and investment purposes. Although contractually unsecured for strong credits, the Bank may require a pledge of eligible assets—including cash, marketable securities, or other high-value property—on an “abundance-of-caution” basis. Lines typically range from $ 250 thousand to $ 5 million, with maturities of less than one year , and are renewable annually subject to the Bank’s approval. The loans have prime-based interest rates with market origination fees.
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Notes to consolidated financial statements
Rediscount Line of Credit Program
The Bank launched a rediscount lending facility product that provides secured, revolving lines of credit to non-bank loan originators and private credit providers. Borrowers pledge single loans or pools of performing loans and leases. Typically, commercial real estate, residential real estate or equipment loans are provided as collateral, which may be replenished as the underlying loans pay down. Typical commitments range from $ 1 million to $ 15 million, with terms of 12 to 36 months and pricing on a floating rate basis. The facilities are full-recourse to the borrower and are governed by defined borrowing-base, collateral-performance, and reporting covenants.
Commercial Real Estate Program
The Bank also established a CRE-lending program to finance properties for depositor and relationship clients. Loans generally range from $ 1 million to $ 15 million, are secured by first mortgages, and are underwritten to maximum loan-to-value ratios and appropriate debt-service coverage metrics. Interest rates are typically floating rates with terms of 12 to 60 months, and may include extension options.
All three programs are subject to the Bank’s existing credit policies, together with new, enhanced standards and underwriting guidelines. The new loan programs comply with the Bank’s concentration limits, and risk-management controls, including heightened portfolio management routines, borrower and guarantor liquidity testing, and ongoing regulatory reporting. Early production volumes as of December 31, 2025 remain modest as the Bank completes pilot transactions and validates credit performance metrics. Each of the new loan products includes minimum deposit requirements designed to strengthen client relationships and promote additional business activities such as treasury management and card services.
Allowance for Credit Losses
The Company adopted ASU 2016-13 on January 1, 2023, which introduced the CECL methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology, the ACL is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long-term historical averages. The estimated credit losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.
The Company estimates expected credit losses for pooled loans using a modeling method that incorporates probability of default (“PD”) and loss given default (“LGD”). The PD model employs a quarterly risk-rating transition method to estimate the probability of default by simulating loan downgrades and assigning increasing default probabilities to each loan. This captures the likelihood that borrowers will be unable to repay their loans according to the original terms. The LGD calculation considers characteristics such as collateral value and vintage, underlying collateral characteristics (e.g., CRE vs. residential, owner-occupied vs. investment), a floor for the LGD calculation (minimum loss in event of default regardless of collateral protection), and other relevant underwriting characteristics. Also calculated is the exposure at default. The probability of default is multiplied by the loss given default and the exposure at default. This calculation is forecasted for every year remaining in the life of each loan, and the results are aggregated to determine the necessary level of ACL for the pooled loans. Forecasted exposure at default can be influenced by prepayments speeds, which management had elected to discount in part since CECL adoption to reflect the expectation of slower voluntary prepayments in the face of an increasing interest rate environment and now a stable to slightly declining interest rate environment.
Commercial and industrial loans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company may have difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates.
Real estate mortgage loans consist of loans secured by commercial and residential real estate. Commercial real estate lending is divided into Investment CRE and Owner-Occupied CRE. Investment CRE is dependent upon successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in
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Notes to consolidated financial statements
the real estate market or the general economy. Owner-Occupied CRE is utilized by a business for the purpose of providing the space needs for that business and the running of its operations. Repayment is dependent on the cash flow and successful operations of the business. Repayment of these loans may be adversely affected by conditions in the specific owner’s industry. Also, commercial real estate loans typically involve relatively large loan balances to a single borrower. Residential real estate lending risks are generally less significant than those of other loans. Real estate lending risks include fluctuations in the value of real estate, bankruptcies, economic downturn and customer financial problems.
Consumer loans are generally more risky than traditional residential real estate loans, and carry generally low relative balances across a diverse borrowing pool. Risk of default is assessed based on FICO scores, debt to income ratios, historical loss rates other common consumer loan metrics. For the pool of purchased unsecured consumer loans, the risk of default and necessary ACL is assessed on an individual loan basis using a customized model that heavily weights payment/delinquency status, FICO scores, and remaining loan life until maturity.
The Company maintains an ACL for credit losses on unfunded lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the ACL for loans, modified to take into account the probability of a drawdown on the commitment. The ACL on unfunded loan commitments is classified as a liability account on the Consolidated Balance Sheets within other liabilities, while the corresponding provision for these credit losses is recorded as a component of provision for credit losses. The allowance for credit losses on unfunded commitments was $ 80 thousand and $ 182 thousand as of December 31, 2025 and 2024.
The following tables summarize the activity in the allowance for credit losses, allocated to segments of the loan portfolio, for each year in the three-year period ended December 31, 2025:
(In thousands) Commercial
Real Estate Residential Real Estate Commercial
and
Industrial Consumer
and
Other Construction Construction
to
Permanent
- CRE Unallocated Total
As of and for the year ended December 31, 2025
Allowance for credit losses:
December 31, 2024 $ 2,241 $ 596 $ 1,077 $ 3,386 $ 5 $ — $ — $ 7,305
Charge-offs ( 778 ) — ( 129 ) ( 2,069 ) — ( 43 ) — ( 3,020 )
Recoveries — 2 117 828 — — — 947
Provisions (credits)(a) 953 30 2,338 ( 1,752 ) ( 5 ) 43 — 1,607
December 31, 2025 $ 2,416 $ 628 $ 3,403 $ 392 $ — $ — $ — $ 6,839
As of and for the year ended December 31, 2024
Allowance for credit losses:
December 31, 2023 $ 6,089 $ 607 $ 1,269 $ 7,843 $ 4 $ 113 $ — $ 15,925
Charge-offs ( 13,889 ) ( 21 ) ( 1,252 ) ( 7,431 ) — — — ( 22,593 )
Recoveries — — 369 1,060 — — — 1,429
Provisions (credits)(a) 10,041 10 691 1,914 1 ( 113 ) — 12,544
December 31, 2024 $ 2,241 $ 596 $ 1,077 $ 3,386 $ 5 $ — $ — $ 7,305
As of and for the year ended December 31, 2023
Allowance for credit losses:
December 31, 2022 $ 6,966 $ 665 $ 1,403 $ 1,207 $ 24 $ 10 $ 35 $ 10,310
ASC 326 Adoption 1,626 189 219 10,977 ( 4 ) 29 ( 35 ) 13,001
Charge-offs ( 6,346 ) ( 515 ) ( 927 ) ( 10,479 ) ( 150 ) — — ( 18,417 )
Recoveries — 14 34 1,080 — — — 1,128
Provisions (credits)(a) 3,843 254 540 5,058 134 74 — 9,903
December 31, 2023 $ 6,089 $ 607 $ 1,269 $ 7,843 $ 4 $ 113 $ — $ 15,925
(a) The provision on credit losses included in the above table does not include the credit on unfunded loan commitments of $ 102 thousand,$ 89 thousand, and $ 2.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.
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Notes to consolidated financial statements
The following tables summarize, by loan portfolio segment, the amount of loans receivable evaluated individually and collectively for allowance for credit losses as of December 31, 2025 and 2024:
(In thousands) Commercial
Real Estate Residential
Real Estate Commercial
and
Industrial Consumer
and
Other Construction Construction to
Permanent
- CRE Total
December 31, 2025
Allowance for credit losses:
Individually evaluated loans $ — $ — $ 2,100 $ 1 $ — $ — $ 2,101
Collectively evaluated loans 2,416 628 1,303 391 — — 4,738
Total allowance for credit losses $ 2,416 $ 628 $ 3,403 $ 392 $ — $ — $ 6,839
Loans receivable, gross:
Individually evaluated loans $ 7,240 $ 57 $ 5,197 $ 1 $ — $ — $ 12,495
Collectively evaluated loans 338,951 79,612 141,628 19,876 — — 580,067
Total loans receivable, gross $ 346,191 $ 79,669 $ 146,825 $ 19,877 $ — $ — $ 592,562
(In thousands) Commercial
Real Estate Residential
Real Estate Commercial
and
Industrial Consumer
and
Other Construction Construction to
Permanent
- CRE Total
December 31, 2024
Allowance for credit losses:
Individually evaluated loans $ 403 $ — $ 60 $ — $ — $ — $ 463
Collectively evaluated loans 1,838 596 1,017 3,386 5 — 6,842
Total allowance for credit losses $ 2,241 $ 596 $ 1,077 $ 3,386 $ 5 $ — $ 7,305
Loans receivable, gross:
Individually evaluated loans $ 19,335 $ — $ 3,323 $ — $ — $ 2,357 $ 25,015
Collectively evaluated loans 400,154 92,215 126,285 59,973 3,830 — 682,457
Total loans receivable, gross $ 419,489 $ 92,215 $ 129,608 $ 59,973 $ 3,830 $ 2,357 $ 707,472
Patriot monitors the credit quality of its loans receivable on an ongoing basis. Credit quality is monitored by reviewing certain indicators, including cash flow from business operations, loan to value ratios, debt service coverage ratios, and credit scores.
Patriot employs a risk rating system as part of the risk assessment of its loan portfolio. At origination, credit officers are required to assign a risk rating to each loan in their portfolio, which is ratified or modified by the Loan Committee to which the loan is submitted for approval. If financial developments occur on a loan in the credit officer’s portfolio of responsibility, the risk rating is reviewed and adjusted, as applicable. In carrying out its oversight responsibilities, the Loan Committee can adjust a risk rating based on available information. In addition, the risk ratings on all commercial loans over $250 thousand are reviewed by the Credit Department either annually or biannually, or every 4 years, depending upon the amount of the bank’s exposure and other credit metrics.
Additionally, Patriot retains an independent third-party loan review expert to perform a semi-annual analysis of the results of its risk rating process. The semi-annual review is based on a randomly selected sample of loans within established parameters (e.g., value, concentration), in order to assess and validate the risk ratings assigned to individual loans. Any changes to the assigned risk ratings, based on the semi-annual review, are required to be reported to the Audit Committee of the Board of Directors.
When assigning a risk rating to a loan, management utilizes the Bank’s internal eleven-point risk rating system. An asset is considered “special mention” when it has a potential weakness based on objective evidence, but does not currently expose the Company to sufficient risk to warrant classification in one of the following categories:
• Substandard: An asset is classified “substandard” if it is not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard assets have well defined weaknesses based on objective evidence, and are characterized by the distinct possibility that the Company will sustain some loss, if noted deficiencies are not corrected.
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Notes to consolidated financial statements
• Doubtful: Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard”, with the added characteristic that the identified weaknesses make collection or liquidation-in-full improbable, on the basis of currently existing facts, conditions, and values.
Charge-offs of loans to reduce the loan to its recoverable value that are solely collateral dependent, generally occur immediately upon confirmation of the partial loss amount. Loans that are cash flow dependent are modeled to reflect the expected cash flows through expected loan maturity, including any proceeds from refinancing or principal curtailment. A specific reserve is established for the amount by which the net investment in the loan exceeds the present value of discounted cash flows. Charge-offs on cash flow dependent loans also generally occur immediately upon confirmation of the partial loss amount.
If either type of loan is classified as “Loss”, meaning full loss on the loan is expected, the full balance of the loan receivable is charged off, regardless of the potential recovery from a sale of the underlying collateral. Any amount that may be recovered on the sale of collateral underlying a loan is recognized as a “recovery” in the period in which the collateral is sold. In accordance with Federal Financial Institutions Examination Council published policies establishing uniform criteria for the classification of retail credit based on delinquency status, “Open-ended” credits are typically charged off once they reach 180 days past dues and “Closed-end” credits are typically charged off once they reach 120 days past due, with limited exceptions for loans secured by 1-4 family residential real estate.
The allowance for credit losses may increase to reflect the decline in the performance of the loan portfolio and the higher level of expected losses.
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Notes to consolidated financial statements
Loan Portfolio Vintage Analysis
The following tables summarize loan amortized cost by vintage, credit quality indicator and class of loans based on year of origination as of December 31, 2025:
(In thousands) Rating of Loans by Origination Year
As of December 31, 2025: 2025 2024 2023 2022 2021 Prior Revolving Total Loans
Receivable
Gross
Loan portfolio segment:
Commercial Real Estate:
Pass $ 41,492 $ — $ 78,914 $ 89,538 $ 72,868 $ 48,983 $ — $ 331,795
Special mention — — — — — 799 — 799
Substandard — — 117 4,258 4,479 4,742 — 13,596
Total 41,492 — 79,031 93,796 77,347 54,524 — 346,191
Current period gross charge-offs — — — 547 232 — — 778
Residential Real Estate:
Pass 1,234 3,119 — 5,283 20,726 47,213 1,128 78,703
Special mention — — — — — 907 — 907
Substandard — — — — — 57 — 57
Total 1,234 3,119 — 5,283 20,726 48,178 1,128 79,667
Current period gross charge-offs — — — — — — — —
Commercial and Industrial:
Pass 14,710 726 3,272 11,013 17,580 5,224 82,101 134,626
Special mention — — 2 17 34 392 4,206 4,651
Substandard — — 559 381 842 807 4,959 7,547
Total 14,710 726 3,833 11,410 18,457 6,422 91,266 146,825
Current period gross charge-offs — — — 47 72 11 — 129
Consumer and Other:
Pass 192 262 280 407 7 12,997 5,318 19,464
Substandard — — 9 7 — 144 252 413
Total 192 262 289 415 7 13,141 5,570 19,876
Current period gross charge-offs — — 93 1,744 232 — — 2,069
Total loans $ 57,628 $ 4,107 $ 83,154 $ 110,905 $ 116,538 $ 122,265 $ 97,964 $ 592,562
Total Current period gross charge-offs(a) $ — $ — $ 93 $ 2,337 $ 578 $ 11 $ — $ 3,020
Loans receivable, gross:
Pass 57,628 4,107 82,467 106,242 111,182 114,417 88,547 564,590
Special mention — — 2 17 34 2,099 4,206 6,358
Substandard — — 685 4,646 5,322 5,750 5,211 21,613
Total Loans receivable, gross $ 57,628 $ 4,107 $ 83,154 $ 110,905 $ 116,538 $ 122,265 $ 97,964 $ 592,562
Total Current period gross charge-offs(a) $ — $ — $ 93 $ 2,337 $ 578 $ 11 $ — $ 3,020
(a) Total current period gross-charge offs includes $ 43 thousand related to Construction to Permanent - CRE loan with an origination year of 2021.
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Notes to consolidated financial statements
The following tables summarize loan amortized cost by vintage, credit quality indicator and class of loans based on year of origination as of December 31, 2024:
(In thousands) Rating of Loans by Origination Year
As of December 31, 2024: 2024 2023 2022 2021 2020 Prior Revolving Total Loans
Receivable
Gross
Loan portfolio segment:
Commercial Real Estate:
Pass $ — $ 102,906 $ 130,143 $ 88,275 $ 2,085 $ 69,858 $ — $ 393,267
Special mention — 3,697 — — — 430 — 4,127
Substandard — 1,099 6,691 8,615 233 5,457 — 22,095
Total — 107,702 136,834 96,890 2,318 75,745 — 419,489
Current period gross charge-offs — — — — — 13,889 — 13,889
Residential Real Estate:
Pass 372 — 1,218 2,811 9,546 74,937 792 89,676
Special mention — — — — 1,053 1,377 — 2,430
Substandard — — — — — 109 — 109
Total 372 — 1,218 2,811 10,599 76,423 792 92,215
Current period gross charge-offs — — — — — 21 — 21
Commercial and Industrial:
Pass 843 2,449 13,607 19,892 839 6,410 69,462 113,502
Special mention — 289 18 39 — 573 7,389 8,308
Substandard — 258 486 844 5,669 488 53 7,798
Total 843 2,996 14,111 20,775 6,508 7,471 76,904 129,608
Current period gross charge-offs — — — — — 1,252 — 1,252
Consumer and Other:
Pass 290 2,514 15,907 1,846 — 15,305 23,381 59,243
Substandard — 72 393 13 — — 252 730
Total 290 2,586 16,300 1,859 — 15,305 23,633 59,973
Current period gross charge-offs — 313 5,997 635 — 486 — 7,431
Construction:
Pass — — — 3,830 — — — 3,830
Total — — — 3,830 — — — 3,830
Construction to Permanent - CRE:
Substandard — — — 2,357 — — — 2,357
Total — — — 2,357 — — — 2,357
Total loans $ 1,505 $ 113,284 $ 168,463 $ 128,522 $ 19,425 $ 174,944 $ 101,329 $ 707,472
Total Current period gross charge-offs $ — $ 313 $ 5,997 $ 635 $ — $ 15,648 $ — $ 22,593
Loans receivable, gross:
Pass $ 1,505 $ 107,869 $ 160,875 $ 116,654 $ 12,470 $ 166,510 $ 93,635 $ 659,518
Special mention — 3,986 18 39 1,053 2,380 7,389 14,865
Substandard — 1,429 7,570 11,829 5,902 6,054 305 33,089
Total Loans receivable, gross $ 1,505 $ 113,284 $ 168,463 $ 128,522 $ 19,425 $ 174,944 $ 101,329 $ 707,472
Total Current period gross charge-offs $ — $ 313 $ 5,997 $ 635 $ — $ 15,648 $ — $ 22,593
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Notes to consolidated financial statements
Loan Portfolio Aging Analysis
The following tables summarize performing and non-performing (i.e., non-accruing) loans receivable by portfolio segment, by aging category, by delinquency status as of December 31, 2025:
(In thousands) Performing (Accruing) Loans
As of December 31, 2025: 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or Greater Past Due Total Past Due Current Total Performing Loans Non- accruing Loans Loans Receivable Gross
Loan portfolio segment:
Commercial Real Estate:
Pass $ — $ — $ — $ — $ 328,803 $ 328,803 $ 2,993 $ 331,795
Special mention — — — — 799 799 — 799
Substandard — 293 — 293 2,595 2,888 10,708 13,596
Total — 293 — 293 332,197 332,489 13,701 346,191
Residential Real Estate:
Pass — — — — 78,705 78,705 — 78,705
Special mention — — — — 907 907 — 907
Substandard — — — — — — 57 57
Total — — — — 79,612 79,612 57 79,669
Commercial and Industrial:
Pass 1,600 — — 1,600 129,767 131,367 3,255 134,622
Special mention — — — — 4,651 4,651 — 4,651
Substandard — 468 — 468 157 624 6,927 7,551
Total 1,600 468 — 2,068 134,575 136,643 10,182 146,825
Consumer and Other:
Pass 235 — — 235 19,229 19,464 — 19,464
Substandard — — — — — — 413 413
Total 235 — — 235 19,229 19,464 413 19,877
Total loans $ 1,835 $ 760 $ — $ 2,595 $ 565,613 $ 568,208 $ 24,353 $ 592,562
Loans receivable, gross:
Pass 1,835 — — 1,835 556,503 558,338 6,248 564,586
Special mention — — — — 6,358 6,358 — 6,358
Substandard — 760 — 760 2,752 3,512 18,105 21,617
Loans receivable, gross $ 1,835 $ 760 $ — $ 2,595 $ 565,613 $ 568,208 $ 24,353 $ 592,562
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Notes to consolidated financial statements
The following tables summarize performing and non-performing (i.e., non-accruing) loans receivable by portfolio segment, by aging category, by delinquency status as of December 31, 2024.
(In thousands) Performing (Accruing) Loans
As of December 31, 2024: 30 - 59 Days Past Due 60 - 89 Days Past Due 90 Days or Greater Past Due Total Past Due Current Total Performing Loans Non- accruing Loans Loans Receivable Gross
Loan portfolio segment:
Commercial Real Estate:
Pass $ — $ — $ — $ — $ 387,296 $ 387,296 $ 5,971 $ 393,267
Special mention — — — — 4,127 4,127 — 4,127
Substandard — — — — 8,732 8,732 13,363 22,095
Total — — — — 400,155 400,155 19,334 419,489
Residential Real Estate:
Pass 838 — — 838 88,838 89,676 — 89,676
Special mention — — — — 2,430 2,430 — 2,430
Substandard — — — — — — 109 109
Total 838 — — 838 91,268 92,106 109 92,215
Commercial and Industrial:
Pass 1,107 — — 1,107 110,046 111,153 2,349 113,502
Special mention — — — — 8,308 8,308 — 8,308
Substandard 350 — — 350 6,456 6,806 992 7,798
Total 1,457 — — 1,457 124,810 126,267 3,341 129,608
Consumer and Other:
Pass 602 687 — 1,289 57,954 59,243 — 59,243
Substandard — — — — — — 730 730
Total 602 687 — 1,289 57,954 59,243 730 59,973
Construction:
Pass — — — — 3,830 3,830 — 3,830
Total — — — — 3,830 3,830 — 3,830
Construction to Permanent - CRE:
Substandard — — — — — — 2,357 2,357
Total — — — — — — 2,357 2,357
Total loans $ 2,897 $ 687 $ — $ 3,584 $ 678,017 $ 681,601 $ 25,871 $ 707,472
Loans receivable, gross:
Pass $ 2,547 $ 687 $ — $ 3,234 $ 647,964 $ 651,198 $ 8,320 $ 659,518
Special mention — — — — 14,865 14,865 — 14,865
Substandard 350 — — 350 15,188 15,538 17,551 33,089
Loans receivable, gross $ 2,897 $ 687 $ — $ 3,584 $ 678,017 $ 681,601 $ 25,871 $ 707,472
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Notes to consolidated financial statements
The following tables summarize non-performing (i.e., non-accruing) loans by aging category and status, within the applicable loan portfolio segment as of December 31, 2025 and 2024:
Non-accruing Loans
(In thousands) 30 - 59
Days
Past Due 60 - 89
Days
Past Due 90 Days or
Greater Past
Due Total
Past Due Current Total
Non-accruing
Loans
As of December 31, 2025:
Loan portfolio segment:
Commercial Real Estate:
Pass $ — $ — $ 2,993 $ 2,993 $ — $ 2,993
Substandard — — 10,708 10,708 — 10,708
Residential Real Estate:
Pass — — — — — —
Substandard — — 57 57 — 57
Commercial and Industrial:
Pass — 159 3,096 3,255 — 3,255
Substandard — 1,846 5,081 6,927 — 6,927
Consumer and Other:
Pass — —
Substandard — — 397 397 16 413
Total non-accruing loans $ — $ 2,005 $ 22,332 $ 24,337 $ 16 $ 24,353
As of December 31, 2024:
Loan portfolio segment:
Commercial Real Estate:
Pass $ — $ — $ 4,461 $ 4,461 $ 1,510 $ 5,971
Substandard 974 — 7,947 8,921 4,442 13,363
Residential Real Estate:
Substandard — — 109 109 — 109
Commercial and Industrial:
Pass — — 2,349 2,349 — 2,349
Substandard 2 — 978 980 12 992
Consumer and Other:
Substandard — 6 724 730 — 730
Construction to permanent - CRE:
Substandard — — 2,357 2,357 — 2,357
Total non-accruing loans $ 976 $ 6 $ 18,925 $ 19,907 $ 5,964 $ 25,871
The accrual of interest on loans is discontinued at the time the loan is 90 days past due for payment unless the loan is well-secured and in process of collection. Consumer installment loans are typically charged off when they become 120 days past due ( 180 days for open ended consumer credit). Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual status or charged-off, at an earlier date, if collection of principal or interest is considered doubtful.
All interest accrued, but not collected for loans that are placed on non-accrual status or charged off, is reversed against interest income. The interest on these loans is generally accounted for on the cash-basis method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current, future payments are reasonably assured, after at least six months of timely payment history. The Bank considers loans under $100,000 and consumer installment loans to be pools of smaller homogeneous loan balances, which are collectively evaluated for credit losses.
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Notes to consolidated financial statements
If non-accrual loans had been performing in accordance with the original contractual terms, additional interest income (net of cash collected) of approximately $ 3.3 million, $ 3.1 million, and $ 0.9 million would have been recognized in income for the years ended December 31, 2025, 2024, and 2023, respectively.
Interest income collected and recognized on non-accruing loans for the year ended December 31, 2025, 2024, and 2023 was $ 270 thousand, $ 1.3 million, and $ 255 thousand, respectively.
Individually Evaluated Loans
The following table reflects information about the individually evaluated loans by class as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
(In thousands) Recorded
Investment Principal
Outstanding Related
Allowance Recorded Investment Principal Outstanding Related Allowance
With no related allowance recorded:
Commercial Real Estate $ 7,240 $ 22,657 $ — $ 18,361 $ 34,224 $ —
Residential Real Estate 57 58 — — — —
Commercial and Industrial 291 288 — 1,831 2,251 —
Construction to permanent - CRE — — — 2,357 2,476 —
Total 7,588 23,003 — 22,549 38,951 —
With a related allowance recorded:
Commercial Real Estate $ — $ — $ — $ 974 $ 969 $ 403
Commercial and Industrial 4,906 4,905 2,100 1,492 1,810 60
Consumer and Other 1 1 1 — — —
Total 4,907 4,906 2,101 2,466 2,779 463
Individually evaluated loans, Total:
Commercial Real Estate $ 7,240 $ 22,657 $ — $ 19,335 $ 35,193 $ 403
Residential Real Estate 57 58 — — — —
Commercial and Industrial 5,197 5,193 2,100 3,323 4,061 60
Consumer and Other 1 1 1 — — —
Construction to permanent - CRE — — — 2,357 2,476 —
Total $ 12,495 $ 27,909 $ 2,101 $ 25,015 $ 41,730 $ 463
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Notes to consolidated financial statements
For each year in the three-year period ended December 31, 2025, the average recorded investment in and interest income recognized on the individually evaluated loans without and with a related allowance, by loan portfolio segment, was as follows:
Year Ended December 31,
2025 2024 2023
(In thousands) Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized
With no related allowance recorded:
Commercial Real Estate $ 7,240 $ — $ 24,837 $ 952 $ 1,164 $ 181
Residential Real Estate 57 2 — — 534 —
Commercial and Industrial 291 12 1,503 219 2,580 5
Consumer and Other — — — — 158 —
Construction — — — — 753 34
Construction to permanent - CRE — — 2,410 — — —
Total 7,588 14 28,750 1,171 5,189 220
With a related allowance recorded:
Commercial Real Estate $ — $ — $ 988 $ 43 $ 12,957 $ 696
Residential Real Estate — — — — 1,156 —
Commercial and Industrial 4,905 256 957 38 3,359 214
Consumer and Other 1 — — — — —
Total 4,906 256 1,945 81 17,472 910
Individually evaluated loans, Total:
Commercial Real Estate $ 7,240 $ — $ 25,825 $ 995 $ 14,121 $ 877
Residential Real Estate 57 2 — — 1,690 —
Commercial and Industrial 5,196 268 2,460 257 5,939 219
Consumer and Other 1 — — — 158 —
Construction — — — — 753 34
Construction to permanent - CRE — — 2,410 — — —
Total $ 12,494 $ 270 $ 30,695 $ 1,252 $ 22,661 $ 1,130
For collateral dependent loans, appraisal reports of the underlying collateral, have been obtained from independent licensed appraisal firms. The independently determined appraised values were first reduced by a 8.0 % discount to reflect the Bank’s experience selling Other Real Estate Owned (“OREO”) properties. Performing loans are monitored to determine when, if at all, additional credit loss reserves may be required for a loss of underlying collateral value. For cash flow dependent loans, the Bank determined the reserve based on the present value of expected future cash flows discounted at the loan's effective interest rate.
Loans not requiring specific reserves had fair values exceeding the total recorded investment, supporting the net investment in the loan which includes principal balance, unamortized fees and costs and accrued interest, if any. Once a borrower is in default, Patriot is under no obligation to advance additional funds on unused commitments.
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Notes to consolidated financial statements
Loan Modifications Made to Borrowers Experiencing Financial Difficulty
On a case-by-case basis, Patriot may agree to modify the contractual terms of a borrower’s loan to assist customers who may be experiencing financial difficulty. Substantially all loan modifications involve lowering the monthly payments on such loans through either a reduction in interest rate below market rate, an extension of the term of the loan, or a combination of adjusting these two contractual attributes. Loan modifications may also result in the forgiveness of principal or accrued interest. In addition, when modifying commercial loans, Patriot frequently obtains additional collateral or guarantor support. If the borrower has performed under the existing contractual terms of the loan and Patriot’s underwriters determine that the borrower has the capacity to continue to perform under the terms of the loan, the loan continues accruing interest. Non-accruing modified loans may be returned to accrual status when there has been a sustained period of performance (generally six consecutive months of payments) and both principal and interest are reasonably assured of collection.
During the years ended December 31, 2025, 2024, and 2023, the Company had no modified loans made to borrowers experiencing financial difficulty. There were no modified loans that had a payment default during the years ended December 31, 2025, 2024, and 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty. As of December 31, 2025 and 2024, there were no commitments to advance additional funds under the modified loans.
Note 5. Loans Held for Sale
Loans Held for Sale - SBA Loans
SBA loans held for sale represent the guaranteed portion of SBA loans originated and are reflected at the lower of aggregate cost or market value. There were no SBA loans held for sale at December 31, 2025 and 2024. During 2025 and 2024, zero and $ 5.5 million SBA loans previously classified as held for sale were transferred to held for investment, respectively.
The Company generally sells the guaranteed portion of its SBA loans to a third party and retains the servicing, holding the unguaranteed portion in its portfolio. When sales of SBA loans do occur, the premium received on the sale and the present value of future cash flows of the servicing assets, less the discount of the retained portion of the loan are recognized in income.
Servicing assets represent the estimated fair value of retained servicing rights, net of servicing costs, at the time loans are sold. Servicing assets are amortized in proportion to, and over the period of, estimated net servicing revenues. Impairment will be evaluated based on stratifying the underlying financial assets by date of origination and term. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Any impairment, if temporary, would be reported as a valuation allowance.
Serviced loans sold to others are not included in the accompanying Consolidated Balance Sheets. The total amount of such loans serviced, but owned by third party, amounted to approximately $ 32.1 million and $ 43.8 million at December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the servicing asset has a carrying value of $ 589 thousand and $ 739 thousand, respectively, and fair value of $ 581 thousand and $ 825 thousand, respectively. Income and fees collected for loan servicing are credited to non-interest income when earned, net of amortization on the related servicing assets. The servicing asset is included in other assets on the Consolidated Balance Sheets.
In the second quarter of 2025, the Bank made the decision to voluntarily suspend its status as a participant in SBA’s PLP. This decision was made in response to the Bank’s desire to temporarily exit the SBA lending business and the Bank’s Formal Agreement. It is possible that the Bank will determine in the future that it is prudent to petition to the SBA for reinstatement in the PLP.
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Notes to consolidated financial statements
The following table presents an analysis of the activity in the SBA servicing assets for the years ended December 31, 2025, 2024, and 2023:
Year Ended December 31,
(In thousands) 2025 2024 2023
Beginning balance $ 739 $ 857 $ 886
Servicing rights capitalized — 111 85
Servicing rights amortized ( 38 ) ( 62 ) ( 67 )
Servicing rights disposed ( 112 ) ( 167 ) ( 47 )
Ending balance $ 589 $ 739 $ 857
Loans held for sale - Credit Card Receivables
Patriot has entered into program management arrangements under which the Bank originates commercial credit card receivables for certain card programs. The applicable card program manager markets the program and purchases the related receivables from the Bank shortly after origination. These receivables are classified as loans held for sale and are generally sold within three days of origination. As of December 31, 2025 and 2024, the Bank had credit card loans held for sale totaling $ 24.5 million and $ 11.4 million, respectively. The credit card loans are fully cash-secured by deposits at the Bank. The credit card loans are sold to the buyer as a whole loan sale transaction, priced at par, thus there is no servicing asset or gain or loss on sale.
Loans held for sale - Residential Mortgage Loans
In 2025, the Bank suspended the residential mortgage origination business. These loans were recorded at the lower of aggregate cost or market value. As of December 31, 2025, the Company reported residential mortgage loans held for sale totaling zero . During the years ended December 31, 2025 and 2024, $ 4.0 million and zero of residential mortgage loans previously classified as held for sale were transferred to held for investment, respectively. For the year ended December 31, 2025, a total gain on sale of $ 79 thousand was recorded. A servicing asset of $ 71 thousand was recognized for the year ended December 31, 2025. As of December 31, 2024, $ 4.3 million residential mortgage loans held for sale was recorded and a servicing asset of $ 27 thousand.
Note 6. Premises and Equipment
At December 31, 2025 and 2024, premises and equipment consisted of the following:
December 31,
(In thousands) 2025 2024
Land $ 12,819 $ 12,819
Buildings 19,076 19,046
Leasehold Improvements 3,096 3,096
Furniture, equipment, and software 13,179 13,110
Construction-in-progress 105 —
Premises and equipment, gross 48,275 48,071
Accumulated depreciation and amortization ( 20,159 ) ( 19,206 )
Premises and equipment, net $ 28,116 $ 28,865
For the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expense related to premises and equipment totaled $ 1.0 million, $ 1.1 million, and $ 1.2 million, respectively.
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Notes to consolidated financial statements
Note 7. Other Real Estate Owned ( “ OREO ” )
As of December 31, 2025, the Bank’s OREO balance was zero , as the residential loan receivable of a foreclosed residential property acquired in 2023 was sold during 2025. The OREO balance reflected the lower of the carrying value or the estimated net realized value of the underlying property. Prior to sale, a valuation allowance of $ 253 thousand was recorded and a gain on sale of $ 176 thousand was recognized in 2025.
The following table presents an analysis of the activity in OREO for the years ended December 31, 2025, 2024, and 2023:
Year Ended December 31,
(In thousands) 2025 2024 2023
Beginning balance $ 2,843 $ 2,843 $ —
Additions — — 2,843
Sold ( 2,590 ) — —
Write-downs ( 253 ) — —
Ending balance $ — $ 2,843 $ 2,843
Note 8. Goodwill and Other Intangible Assets
In 2023, the Company performed an annual goodwill impairment assessment and determined the asset to be fully impaired. An impairment charge of $ 1.1 million was recorded in 2023. Therefore, the goodwill balance was zero as of December 31, 2025, 2024, and 2023.
Core Deposit Intangibles (CDI) was recorded as part of the Prime Bank business combination in May 2018. The CDI is amortized over a 10-year period using the straight-line method. For the years ended December 31, 2025, 2024, and 2023 the amortization was $ 47 thousand, $ 47 thousand, and $ 46 thousand, respectively. The amortization expense was included in the other operating expenses on the Consolidated Statements of Operations.
The table below provides information regarding the carrying amounts and accumulated amortization of CDI assets as of the dates set forth below.
As of December 31,
(In thousands) 2025 2024
Gross carrying amount $ 748 $ 748
Accumulated amortization ( 433 ) ( 386 )
Impairment ( 206 ) ( 206 )
Net carrying amount $ 109 $ 156
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Notes to consolidated financial statements
Note 9. Deposits
The following table presents the balance of deposits held, by category, and the related weighted average stated interest rate as of December 31, 2025 and 2024.
December 31, 2025 December 31, 2024
(In thousands) Deposit Balance Weighted Avg.
Stated Interest Rate Deposit Balance Weighted Avg.
Stated Interest Rate
Non-interest bearing $ 106,766 — $ 119,212 —
Interest bearing:
Negotiable order of withdrawal accounts 24,281 0.42 % 31,549 0.09 %
Savings deposits 38,036 1.53 % 38,743 1.41 %
Interest bearing DDA 267,447 2.29 % 205,995 2.07 %
Money market 191,177 3.08 % 262,023 3.73 %
Certificates of deposit, $250,000 or less 206,915 3.98 % 174,095 4.31 %
Certificates of deposit, more than $250,000 76,480 4.03 % 65,278 4.62 %
Brokered deposits 54,683 4.22 % 69,702 4.34 %
Interest bearing, Total 859,020 3.06 % 847,385 3.32 %
Total Deposits $ 965,786 2.73 % $ 966,597 2.91 %
The Company’s total deposits include deposits associated with prepaid debit cards for corporate, consumer and government clients administered by card program managers. These digital-payment-related deposits are included in the non-interest-bearing deposits, negotiable order of withdrawal accounts, interest bearing DDA and money market deposits, which totaled approximately $ 297.7 million and $ 265.5 million as of December 31, 2025 and 2024, respectively.
The following table presents interest expense, by deposit category, and the related weighted average effective interest rate for each of the years in the three-year period ended December 31, 2025.
Year ended December 31,
2025 2024 2023
(In thousands) Interest
Expense Weighted
Avg. Effective
Interest Rate Interest
Expense Weighted
Avg. Effective
Interest Rate Interest
Expense Weighted
Avg. Effective
Interest Rate
Negotiable order of withdrawal accounts $ 74 0.31 % $ 23 0.08 % $ 198 0.57 %
Savings 427 1.19 % 456 1.14 % 2,290 3.92 %
Interest bearing DDA 5,909 2.58 % 5,431 2.69 % 1,002 3.37 %
Money market 8,073 3.78 % 7,141 4.03 % 7,766 2.74 %
Certificates of deposit, less than $250,000 6,423 4.08 % 7,265 4.40 % 5,226 2.83 %
Certificates of deposit, $250,000 or greater 2,974 4.44 % 3,418 4.81 % 1,987 3.14 %
Brokered deposits 2,784 4.35 % 2,315 4.65 % 3,199 4.02 %
Total $ 26,663 3.37 % $ 26,049 3.55 % $ 21,668 3.05 %
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As of December 31, 2025, contractual maturities of Certificates of Deposit (“CDs”) and brokered deposits are summarized as follows:
(In thousands) Certificates of Deposit
$250,000 or less Certificates of Deposit
more than $250,000 Brokered
Deposits Total
1 year or less $ 197,594 $ 73,510 $ 49,641 $ 320,744
More than 1 year through 2 years 9,049 2,970 5,042 17,062
More than 2 years through 3 years 114 — — 114
More than 3 years through 4 years 117 — — 117
More than 4 years through 5 years 41 — — 41
Total $ 206,915 $ 76,480 $ 54,683 $ 338,078
Note 10. Borrowings
As of December 31, 2025 and 2024, total borrowings were $ 16.4 million and $ 33.1 million, respectively. Borrowings consist primarily of FHLB advances, FRB borrowing, senior notes, subordinated notes, junior subordinated debentures and a note payable. The senior notes, subordinated notes, junior subordinated debentures contain affirmative covenants that require the Company to: maintain its and its subsidiaries’ legal entity and tax status, pay its income tax obligations on a timely basis, and comply with SEC and FDIC reporting requirements.
Federal Home Loan Bank borrowings
The Company is a member of the Federal Home Loan Bank of Boston ("FHLB-B"). Borrowings from the FHLB-B are limited to the lesser of a percentage of the value of qualified collateral or a percentage of the Bank’s total assets per the most recently-filed Call Report, as defined on the FHLB-B Statement of Products Policy. Qualified collateral, as defined, primarily consists of mortgage-backed securities and loans receivable that are required to be free and clear of liens and encumbrances, and may not be pledged for any other purposes.
As of December 31, 2025, the Company had $ 76.0 million in discounted value of pledged collateral with the FHLB-B. The maximum borrowing capacity is limited to the lesser of 15 % of the Bank’s most recently reported Call Report total assets or the discount value of the pledged collateral. Accordingly, the Company’s maximum borrowing capacity with the FHLB-B is $ 76.0 million. Of this amount, $ 55.0 million was used by a standby letter of credit, as described further in Note 18, Financial Instruments with Off-Balance-Sheet Risk. Additionally, $ 250 thousand of the maximum borrowing capacity was used by an overnight line of credit designed to cover the Bank for temporary overdraft positions. As of December 31, 2025 and 2024, zero funds had been borrowed under the line of credit.
FHLB-B advances are structured to facilitate the Bank’s management of its balance sheet and liquidity requirements. In 2024, the Company repaid $ 30.0 million in long-term advances and $ 68.0 million in short-term borrowings. As a result, the outstanding advances decreased to $ 3.0 million as of December 31, 2024, and decreased to zero as of December 31, 2025.
Interest expense incurred for FHLB-B borrowing for the years ended December 31, 2025, 2024, and 2023 were $ 3 thousand, $ 1.1 million, and $ 4.2 million, respectively.
Correspondent Bank - Lines of Credit
In prior years, Patriot had entered unsecured federal funds sweep and federal funds line of credit facility agreements with certain correspondent Banks. The purpose of these agreements was to provide a credit facility intended to satisfy overnight federal
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account balance requirements and to provide for daily settlement of FRB, Automated Clearing House (“ACH”), and other clearinghouse transactions. As of December 31, 2025, there are no remaining agreements active.
As of December 31, 2025 and 2024, borrowings available under the agreements totaled zero and $ 5.0 million, respectively. There was zero outstanding balance under the agreements at December 31, 2025 and 2024. Interest expense incurred for the year ended December 31, 2025 , 2024, and 2023 was zero , $ 4 thousand, and $ 117 thousand, respectively.
Other Borrowing
The Federal Reserve Bank of New York (“FRBNY”) accepts securities and loan pledges from qualifying depository institutions to secure borrowings from the Federal Reserve Discount Window (“Discount Window”). Patriot has pledged eligible securities and loans as collateral to support its borrowing capacity at the FRBNY. As of December 31, 2025, Patriot had pledged eligible securities and loans with a book value of $ 47.7 million, with a collateral value of $ 26.4 million. A total of $ 70.0 million and $ 40.0 million was borrowed from the Discount Window and fully repaid during the years ended December 31, 2025 and 2024, respectively. There was zero outstanding balance under the agreements as of December 31, 2025 and 2024. Interest expense incurred for the years ended December 31, 2025, 2024, and 2023 was $ 98 thousand, $ 32 thousand, and $ 48 thousand, respectively.
In July 2023, the Bank established a collateralized funding line of $ 73.8 million at par value under the Federal Reserve's newly established Bank Term Funding Program ("BTFP"). The program provided additional funding to eligible depository institutions, assuring they could meet the needs of all their depositors. The program served as an additional source of liquidity against high-quality securities, eliminating the need of an institution to quickly sell those securities in times of stress. The line allowed for a fixed rate borrowing for up to one year, with repayment permitted at any time without penalty. The BTFP ceased allowing any new advances after March 11, 2024. As of December 31, 2024, Patriot had paid off the BTFP borrowing of $ 70.0 million that was outstanding as of December 31, 2023. Interest expense incurred was zero , $ 2.3 million, and $ 1.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Senior notes
On December 22, 2016, the Company issued $ 12 million of senior notes (“2016 Senior Notes”) bearing interest at 7 % per annum. On November 17, 2021, the original maturity date of the Senior Notes were extended from December 22, 2021 to June 30, 2022.
On June 22, 2022, the Company amended and restated the Senior Notes. The maturity date of the 2016 Senior Notes were further extended to December 31, 2022, and the interest rate increases from (i) 7 % to 7.25 % from July 1, 2022 until September 30, 2022 and (ii) from 7.25 % to 7.50 % thereafter. The 2016 Senior Notes were repaid in December 2022.
On December 21, 2022, the Company completed an issuance and sale of $ 12 million in aggregate principal amount of 8.50 % fixed rate Senior Notes due January 15, 2026 (“2022 Senior Notes”). In connection with the issuance of the 2022 Senior Notes, the Company incurred $ 360 thousand of costs, which are being amortized over the term of the 2022 Senior Notes to recognize a constant rate of interest expense. Unamortized debt issuance cost of zero and $ 139 thousand as of December 31, 2025 and 2024, respectively.
For the years ended December 31, 2025, 2024, and 2023, the Company recognized interest expense of $ 0.6 million, $ 1.2 million, and $ 1.2 million, inclusive of the debt issuance cost amortization of $ 162 thousand, $ 139 thousand and $ 139 thousand, respectively, in respect of the 2022 Senior Notes. As of December 31, 2025 and 2024, zero and $ 470 thousand of interest was included in accrued expenses and other liabilities on the Consolidated Balance Sheet, respectively.
During the third quarter of 2025 , the remaining principal balance of the 2022 Senior Notes were repaid in full.
Subordinated notes
On June 29, 2018, the Company entered into certain subordinated note purchase agreements with two institutional accredited investors and completed a private placement of $ 10 million of fixed-to-floating rate subordinated notes with the maturity date of September 30, 2028 (the “Subordinated Notes”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.
The Subordinated Notes initially bear interest at 6.25 % per annum, from and including June 29, 2018, to but excluding, June 30, 2023, payable semi-annually in arrears. From and including June 30, 2023, until but excluding June 30, 2028 or an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month LIBOR,
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which was replaced by Secured Overnight Financing Rate ( SOFR) in 2023 (but not less than zero) plus 332.5 basis points, payable quarterly in arrears. The Company may, at its option, beginning on June 30, 2023 and on any scheduled interest payment date thereafter, redeem the Subordinated Notes. Interest on the Subordinated Notes is payable beginning on December 30, 2018.
In connection with the issuance of the Subordinated Notes, the Company incurred $ 291 thousand of debt issuance costs, which are being amortized over the term of the Subordinated Notes to recognize a constant rate of interest expense. At December 31, 2025 and 2024, $ 58 thousand and $ 102 thousand of unamortized debt issuance costs have been deducted from the face amount of the Subordinated Notes included in the Consolidated Balance Sheet, respectively. For the years ended December 31, 2025, 2024, and 2023, the Company recognized interest expense of $ 707 thousand, $ 889 thousand, and $ 786 thousand, respectively.
The Subordinated Notes were amended in March 2025. The amendment to the Subordinated Note provides that the interest on the Subordinated Note will be 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.
Junior subordinated debt owed to unconsolidated trust
In 2003, the Patriot National Statutory Trust I (“the Trust”), which has no independent assets and is wholly-owned by the Company, issued $ 8.0 million of trust preferred securities. The proceeds, net of a $ 240 thousand placement fee, were invested in junior subordinated debentures issued by the Company, which invested the proceeds in the Bank. The Bank used the proceeds to fund its operations.
Trust preferred securities currently qualify for up to 6.8 % of the Company’s Tier I Capital, with the excess qualifying as Tier 2 Capital.
The junior subordinated debentures are unsecured obligations of the Company. The debentures are subordinate and junior in right of payment to all present and future senior indebtedness of the Company. In addition to its obligations under the junior subordinated debentures and in conjunction with the Trust, the Company issued an unconditional guarantee of the trust preferred securities.
The junior subordinated debentures bear interest at three-month LIBOR (replaced by SOFR) plus 3.15 % ( 7.41 % at December 31, 2025) and mature on March 26, 2033, at which time the principal amount borrowed will be due. The placement fee of $ 240 thousand is amortized and included as a component of the periodic interest expense on the junior subordinated debentures, in order to produce a constant rate of interest expense. For the years ended December 31, 2025, 2024, and 2023, $ 10 thousand, $ 10 thousand and $ 9 thousand of debt placement fee amortization has been included in interest expense recognized of $ 648 thousand, $ 707 thousand, and $ 695 thousand, respectively. As of December 31, 2025 and 2024, the unamortized placement fee deducted from the face amount of the junior subordinated debt owed to the unconsolidated trust amounted to $ 91 thousand and $ 101 thousand, respectively, and accrued interest on the junior subordinated debentures was $ 9 thousand and $ 174 thousand, respectively.
At its option, exercisable on a quarterly basis, the Company may redeem the junior subordinated debentures from the Trust, which would then redeem the trust preferred securities.
Note Payable
In September 2015, the Bank purchased the property in which its Fairfield, Connecticut branch is located for approximately $ 2.0 million, a property it had been leasing until that date. The purchase price was primarily satisfied by issuing the seller a $ 2.0 million, nine-year , promissory note bearing interest at a fixed rate of 1.75 % per annum. The note matured in the third quarter of 2025, as of December 31, 2025 and 2024, the note had a balance outstanding of zero and $ 162 thousand, respectively. Interest expense incurred for the years ended December 31, 2025, 2024, and 2023 was $ 1 thousand, $ 5 thousand, and $ 8 thousand, respectively.
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Maturity of borrowings
At December 31, 2025, the contractual maturities of the Company’s borrowings in future periods were as follows:
(In thousands)
Year ending December 31, Subordinated
Notes Junior
Subordinated
Debt Total
2026 $ — $ — $ —
2027 — — —
2028 8,347 — 8,347
2029 — — —
2030 — — —
Thereafter — 8,248 8,248
Total of contractual maturities 8,347 8,248 16,595
Unamortized debt issuance costs ( 58 ) ( 91 ) ( 149 )
Balance at December 31, 2025 $ 8,289 $ 8,157 $ 16,446
Note 11. Derivatives
Derivatives Not Designated in Hedge Relationships
Patriot is a party to interest rate swaps; derivatives that are not designated as hedging instruments. Under a program, Patriot will execute interest rate swaps with commercial lending customers to facilitate their respective risk management strategies. As of December 31, 2025, there were two interest rate swaps (“swaps”) outstanding. One swap is with a loan customer to provide a facility to mitigate the fluctuations in the variable rate on the respective loan. The other swap is with an outside third party. The customer interest rate swaps is matched in offsetting terms to the third party interest rate swaps, such that Patriot minimizes its net risk exposure resulting from such transactions. Because the interest rate swaps associated with the program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of the swaps offset each other, except for the credit risk of the counterparties, which is determined by taking into consideration the risk rating, probability of default and loss given default for all counterparties. The swaps are reported at fair value in other assets or other liabilities on the Consolidated Balance Sheets.
As of December 31, 2025 and 2024, Patriot did not have any cash pledged for collateral on its interest rate swaps. No net gain or loss was recognized in other non-interest income on the consolidated statements of operations during the year ended December 31, 2025, 2024, and 2023.
Further discussion of the accounting policy of derivatives is set forth in Note 1, and information about the valuation methods used to measure the fair value of derivatives is provided in Note 21 to the Consolidated Financial Statements.
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The following table presents summary information regarding these derivatives for the periods presented (dollars in thousands):
(In thousands) Notional
Amount Maturity
(Years) Fixed Rate Variable
Rate Fair Value
December 31, 2025
Classified in Other Assets:
3rd party interest rate swap 1,251 3.5 4.38 % 1 Mo. SOFR + 2.00 %
39
Classified in Other Liabilities:
Customer interest rate swap 1,251 3.5 4.38 % 1 Mo. SOFR + 2.00 %
( 39 )
December 31, 2024
Classified in Other Assets:
3rd party interest rate swap 1,290 4.5 4.38 % 1 Mo. SOFR + 2.00 %
83
Classified in Other Liabilities:
Customer interest rate swap 1,290 4.5 4.38 % 1 Mo. SOFR + 2.00 %
( 83 )
Note 12. Leases
A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Patriot has eight non-cancelable operating leases, including three Bank branch locations and three for administrative and operational space, one location for an automated teller machine (“ATM”), and one equipment lease. The leases expire on various dates through 2032 and some include renewal options. Most of the leases contain rent escalation provisions, as well as renewal options for one or more periods. The last potential year the leases can be extended through 2037. All of our leases are classified as operating leases, with the adoption of Topic 842, operating lease agreements are required to be recognized on the Consolidated Balance Sheets as a right-of-use (“ROU”) asset and a corresponding lease liability. Renew periods were included in the future cash flows for purposes of calculating the ROU and lease liability. The Company has no finance leases.
ROU lease assets represent the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s obligation to make lease payments arising from the lease. Operating ROU lease assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
As of December 31, 2025 and 2024, the Company recognized ROU assets of $ 1.1 million and $ 1.5 million, respectively, and lease liabilities of $ 1.2 million and $ 1.6 million, respectively. ROU lease assets are included in other assets on the Consolidated Balance Sheet. The lease liabilities are included in accrued expenses and other liabilities on the Consolidated Balance Sheet.
Lease expense for lease payments is recognized on a straight-line basis over the lease term. Short-term leases are leases having a term of twelve months or less. The Company recognizes short-term leases on a straight-line basis and does not record a related lease asset or liability for such leases, as allowed as practical expedient of the standard. The Company elected to separate lease and non-lease components. The fixed lease costs are recognized as ROU lease assets and lease liability. The variable lease cost primarily represents variable payments such as common area maintenance and utilities, which are included in the occupancy and equipment expenses on the Consolidated Statements of Operations. For the year ended December 31, 2025, 2024, and 2023, the fixed lease costs for the non-cancelable operating leases were $ 416 thousand, $ 459 thousand, and $ 581 thousand, respectively. For the year ended December 31, 2025, 2024, and 2023 , the variable lease costs for the non-cancelable operating leases were $ 128 thousand, $ 34 thousand, and $ 39 thousand, respectively.
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The following is a maturity analysis of the operating lease liabilities as of December 31, 2025:
(In thousands) Operating lease
Obligation
Years ending December 31,
2026 $ 382
2027 197
2028 151
2029 78
2030 78
Thereafter 524
Total undiscounted lease payments $ 1,410
Less imputed interest ( 207 )
Present value of operating lease liabilities $ 1,203
Operating lease right-of-use asset $ 1,134
Year Ended December 31,
(In thousands) 2025 2024 2023
Lease cost
Operating lease cost $ 416 $ 459 $ 581
Short-term lease cost 126 55 12
Total lease cost $ 542 $ 514 $ 593
Other information
Operating cash flows from operating leases $ 418 $ 509 $ 583
December 31,
2025 2024
Weighted -average remaining lease term - operating leases (in years) 8 8
Weighted -average discount rate - operating leases 3.67 % 3.53 %
As of December 31, 2025 and 2024, the undiscounted lease payments were $ 1.4 million and $ 1.8 million, respectively. The lease payments were not reduced by minimum sublease rentals of $ 117 thousand and $ 216 thousand due in the future under non-cancelable subleases, respectively.
Rent expense for operating leases is recognized in earnings on a straight-line basis over the base term of the respective lease and is included in the consolidated statement of operations as a component of Occupancy and Equipment expense. For the years ended December 31, 2025, 2024, and 2023, total rent expense for cancellable and non-cancellable operating leases was $ 542 thousand, $ 514 thousand, and $ 593 thousand, respectively.
For the years ended December 31, 2025, 2024, and 2023, Patriot recognized gross rental income of $ 323 thousand, $ 302 thousand, and $ 395 thousand offset by rental costs of $ 1 thousand, $ 3 thousand, and $ 3 thousand, respectively.
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Note 13. Commitments and Contingencies
Employment Agreements
As of December 31, 2025, the Company had a severance agreement for one Executive Vice President that provides for severance equal to 9 months of current salary, and also provides for severance equal to 12 months of current salary, if the Executive officer is terminated within 12 months of a change of control.
Legal Matters
Patriot does not have any pending legal proceedings, other than ordinary routine litigation, incidental to its business, to which Patriot is a party or any of its property is subject. Management is of the opinion that the ultimate disposition of these routine legal matters will not have a material adverse effect on the consolidated financial condition, results of operations, or liquidity of Patriot.
Note 14. Income Taxes
Following is a summary of the components of the federal and state income tax expense (benefit) for each of the years in the three-year period ended December 31, 2025.
Year Ended December 31,
(In thousands) 2025 2024 2023
Current:
Federal $ — $ ( 71 ) $ 2,283
State — 32 474
— ( 39 ) 2,757
Deferred:
Federal 34 14,644 ( 3,347 )
State 25 9,180 ( 864 )
59 23,824 ( 4,211 )
Provision (benefit) for income taxes $ 59 $ 23,785 $ ( 1,454 )
For each of the years in the three-year period ended December 31, 2025, the difference between the federal statutory income tax rate and Patriot’s effective income tax rate reconciles as follows:
Year Ended December 31,
(In thousands) 2025 % 2024 2023
Income taxes at statutory Federal rate $ ( 2,657 ) 21.00 % $ ( 3,380 ) $ ( 1,183 )
State taxes, net of Federal benefit(a) 20 ( 0.16 )% ( 390 ) ( 309 )
Deferred tax valuation allowance 2,679 ( 21.18 )% 27,583 —
Nondeductible expenses 17 ( 0.13 )% 20 13
Other — ( 48 ) 25
Provision (benefit) for income taxes $ 59 ( 0.47 )% $ 23,785 $ ( 1,454 )
(a) State taxes in Connecticut and New York made up the majority (greater than 50%) of the tax effect in this category.
The effective tax (benefit) rate for the years ended December 31, 2025, 2024, and 2023 was ( 0.47 )%, 147.8 %, and ( 25.8 )%, respectively. The Company’s effective rates were affected by state taxes and non-deductible expenses and the full valuation allowance on the DTAs in 2024.
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Deferred Tax Assets and Liabilities
The significant components of Patriot’s net deferred tax (liabilities) assets at December 31, 2025 and 2024 are presented below.
December 31,
(In thousands) 2025 2024
Deferred tax assets:
Federal NOL carryforward benefit $ 10,673 $ 8,800
NOL write-off for Sec 382 Limit ( 3,258 ) ( 3,258 )
Capitalized cost temporary item 8,450 9,112
State NOL carryforward benefit 4,884 4,276
Unrealized loss AFS securities 4,333 5,259
Allowance for credit loss 1,820 1,944
Lease liabilities 316 404
Non-accrual interest 1,890 1,026
Merger and acquisition 119 133
Accrued expenses 28 44
Goodwill and intangible 297 325
Depreciation of premises and equipment 197 178
Share based compensation 1,233 17
Other 8 8
Gross deferred tax assets 30,992 28,268
Less deferred tax asset valuation allowance ( 30,992 ) ( 28,268 )
Total deferred tax assets $ — $ —
Deferred tax liabilities:
Right-of-use assets ( 298 ) ( 385 )
Prepaid Expenses ( 459 ) ( 334 )
Other ( 25 ) ( 5 )
Gross deferred tax liabilities ( 783 ) ( 724 )
Net deferred tax (liabilities) assets $ ( 783 ) $ ( 724 )
As of December 31, 2025, Patriot had available approximately $ 50.8 million of Federal net operating loss carryforwards (“NOL”) that are offset by $ 15.5 million in §382 limitations imposed by the Internal Revenue Code. After applying the limitation at December 31, 2025, Patriot has $ 35.3 million post-change net operating loss carry-forwards which do not expire. These amounts reflect the Company’s existing Section 382 analysis and do not reflect the effect, if any, of ownership changes or additional limitations that may have resulted from the Company’s Private Placement or the registered direct offerings completed later in 2025, as no updated Section 382 analysis with respect to those transactions had been completed as of the date of these consolidated financial statements. Because the Company maintained a full valuation allowance against its deferred tax assets at December 31, 2025, management does not expect completion of such analysis to materially affect the net deferred tax asset balance reported in the accompanying Consolidated Balance Sheets as of that date, although it could affect the amount and availability of NOL carryforwards for future periods.
Patriot has approximately $ 64.2 million of NOLs available for Connecticut tax purposes at December 31, 2025, which may be used to offset up to 50 % of taxable income in any year. The NOLs will expire between 2030 and 2055 . In addition, the Company had state net operating loss carryforwards of approximately $ 13.4 million in New York and $ 1.9 million in New Jersey, which are scheduled to expire in 2044. Furthermore, Patriot had $ 1.2 million of NOLs in Florida, which may be carried forward indefinitely. These state NOL amounts likewise do not reflect the effect, if any, of ownership changes or related limitation analyses that may result from the Private Placement or the registered direct offerings completed in 2025.
The deferred tax liabilities are included in accrued expenses and other liabilities on the Consolidated Balance Sheet.
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Valuation Allowance against Deferred Tax Assets
Deferred tax assets are recognized to the extent management believes it is more likely than not that such assets will be realized. Realization of deferred tax assets is dependent upon the generation of future taxable income during periods which temporary differences are expected to be recovered or settled.
Based on our assessment performed in September 2024, we determined that a full valuation allowance was appropriate against the Company’s U.S. federal and state deferred tax assets. This resulted in an increase in our income tax expense of approximately $ 25.1 million in the third quarter of 2024. The key factor for providing a full valuation allowance was the Company’s 3-year cumulative operating losses. As deferred tax assets associated with NOL carryforwards are already a direct reduction to Tier 1 Capital, the valuation allowance at September 30, 2024 resulted in a reduction of Tier 1 Capital of $ 19.9 million.
As of December 31, 2025, the Company maintained a full valuation allowance against its deferred tax assets. During the year ended December 31, 2025, management performed its required annual assessment of the realizability of deferred tax assets, including consideration of all available positive and negative evidence. Significant negative evidence included the Company’s recent history of operating losses and uncertainty regarding timing and sustainability of future taxable income. Accordingly, management concluded that the full valuation allowance remained appropriate at December 31, 2025, and no release of the valuation allowance was recorded during the year ended December 31, 2025.
The valuation allowance was $ 31.0 million and $ 28.3 million as of December 31, 2025 and 2024, respectively. Although the Bank returned to profitability at the bank level during 2025, the Company remained unprofitable on a consolidated basis for the year ended December 31, 2025. In light of improved operating performance and current projections, the Company is evaluating whether a full valuation allowance will remain appropriate in future periods. Any future release of all or a portion of the valuation allowance would depend on management’s conclusion, based on sufficient positive evidence, that realization of the related deferred tax assets is more likely than not.
Unrecognized tax benefits
Patriot recognizes a benefit from its tax positions only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.
As of December 31, 2025 and 2024, the Company did not record any uncertain tax position related to the utilization of certain federal net operating losses. As of December 31, 2025 and 2024, Patriot no longer has a liability for unrecognized tax benefits. Additionally, Patriot has no pending or on-going audits in any tax jurisdiction.
The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.
Patriot’s returns for tax years 2022 through 2025 are subject to examination by the IRS for U.S. Federal tax purposes and, for State tax purposes, by the taxing authorities of Connecticut, New York and Florida. In addition, the Company’s tax returns for the years ended 2021 through 2025 remain subject to examination by New Jersey.
Note 15. Share-based Compensation
On November 10, 2022, the Board of Directors approved the Amended and Restated 2020 Plan (the “Amended and Restated 2020 Plan”), which was approved and ratified by shareholders of the Company on December 14, 2022. The Amended and Restated 2020 Plan terminated on December 31, 2025. Additional information regarding the Amended and Restated 2020 Plan’s background and original terms is included in Note 15 to the consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2024. In March 2025, the Company’s Board of Directors approved the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”). The shareholders of the Company ratified the 2025 Plan on June 26, 2025. Details of the 2025 Plan are as described below.
2025 Omnibus Equity Incentive Plan
In connection with the Private Placement, the Company’s Board of Directors has approved the 2025 Plan in March 2025. The 2025 Plan received shareholder approval at the shareholders' meeting on June 26, 2025, and became effective on that date. The 2025 Plan is designed to provide the Company with a competitive advantage in attracting, retaining, and motivating officers,
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Notes to consolidated financial statements
employees, directors, and consultants by offering incentives directly linked to shareholder value. The Compensation Committee of the Board will administer the Plan.
Under the 2025 Plan, various types of awards can be issued, including Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (RSUs), Performance Units, and Other Stock-Based Awards, as defined within the 2025 Plan. The maximum number of shares of Common Stock, Options, and/or Stock Appreciation Rights that may be granted under the 2025 Plan is capped at twenty percent ( 20 %) of the total outstanding shares of Common Stock, including both voting and non-voting shares, with a minimum threshold of 10,000,000 shares.
Below table summarizes the Company’s share-based compensation activity for the three-year period ended December 31, 2025.
Amended and Restated 2020 Plan 2025 Plan
Number of
Shares Weighted average
grant date
fair value Number of
Shares Weighted average
grant date
fair value
Unvested at December 31, 2022 22,660 $ 7.11
Granted 5,733 $ 8.76
Vested ( 10,887 ) $ 9.63
Unvested at December 31, 2023 17,506 $ 6.09
Granted 144,458 $ 2.98
Vested ( 15,779 ) $ 7.46
Forfeited 0 $ —
Unvested at December 31, 2024 146,185 $ 2.87 — $ —
Granted 0 $ — 11,678,361 $ 1.13
Vested ( 10,758 ) $ 6.22 3,633,749 $ 1.06
Forfeited ( 127,298 ) $ 3.09 — $ —
Unvested at December 31, 2025 8,129 $ 4.37 8,044,611 $ 1.16
Awards granted under the 2025 Plan are in the form of Restricted Stock Units (RSUs). The share amounts presented in the table above reflect the number of RSUs granted and vested, where vested amounts represent RSUs for which the vesting conditions were satisfied during the period; no RSUs granted under the 2025 Plan settled into shares of Common Stock during the year ended December 31, 2025.
The Company recognizes share based compensation expense on a straight-line basis over the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value. For the years ended December 31, 2025, 2024, and 2023, the Company recognized total share-based compensation expense of $ 5.2 million, $ 184 thousand, and $ 105 thousand, respectively.
The share-based compensation expense attributable to the Company’s Directors totaled $ 516 thousand, $ 48 thousand, and $ 49 thousand for the years ended December 31, 2025, 2024, and 2023, respectively. For each of those years, the Directors received total compensation of $ 1.6 million, $ 214 thousand, and $ 259 thousand, respectively, and these amounts are included in Other Operating Expenses in the Consolidated Statements of Operations.
For the years ended December 31, 2025, 2024, and 2023, share-based compensation expense attributable to employees of Patriot was $ 4.7 million, $ 136 thousand, and $ 56 thousand, respectively.
Unrecognized compensation expense attributable to the unvested restricted shares outstanding as of December 31, 2025 amounted to $ 8.1 million, which amount is expected to be recognized over the weighted average remaining life of the awards of 1.8 years.
Stock Options
On June 26, 2025, the Company granted stock options to purchase 400,000 shares of Common Stock at an exercise price of $ 1.40 per share. The options vest and become exercisable starting on the grant date, subject to the terms and conditions outlined in the 2025 Plan and award agreement, including any applicable acceleration provisions.
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The total estimated compensation expense related to these stock options for the year ended December 31, 2025 was $ 44 thousand. The expense is recorded in employee compensation costs on the Consolidated Statements of Operations.
The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation—Stock Compensation." The fair value of the stock options granted is estimated on the grant date using an appropriate valuation model, such as the Black-Scholes model, and is recognized as an expense over the vesting period. Key assumptions used in estimating the fair value of the options include the expected volatility of the Company's stock, the risk-free interest rate, the expected dividend yield, and the expected term of the options. These assumptions are based on historical data and market conditions at the time of the grant.
Note 16 . Shareholders ’ Equity
Earnings per Share
The Company is required to present basic earnings per share and diluted earnings per share in its consolidated statements of operations. Basic earnings per share amounts are computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share reflects additional shares of common stock that would have been outstanding if potentially dilutive shares of common stock had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential shares of common stock that may be issued by the Company relate to the outstanding unvested RSAs, RSUs, and options granted to directors and employees. The dilutive effect resulting from these potential shares is determined using the treasury stock method. The Company is also required to provide a reconciliation of the numerator and denominator used in the computation of both basic and diluted earnings per share.
The following is a summary of the computation of basic and diluted earnings per share for each of the years in the three-year period ended December 31, 2025.
Year ended December 31,
(In thousands, except shares) 2025 2024 2023
Basic (loss) earnings per share:
Net (loss) income attributable to common shareholders $ ( 12,710 ) $ ( 39,882 ) $ ( 4,179 )
Divided by:
Weighted average shares outstanding 76,812,476 3,976,224 3,965,324
Basic (loss) earnings per common share $ ( 0.17 ) $ ( 10.03 ) $ ( 1.05 )
Diluted (loss) earnings per share:
Net (loss) income attributable to common shareholders $ ( 12,710 ) $ ( 39,882 ) $ ( 4,179 )
Weighted average shares outstanding 76,812,476 3,976,224 3,965,324
Potentially dilutive securities(a) — — —
Divided by:
Weighted average diluted shares outstanding 76,812,476 3,976,224 3,965,324
Diluted (loss) earnings per common share $ ( 0.17 ) $ ( 10.03 ) $ ( 1.05 )
(a) The weighted average diluted shares outstanding does not include anti-dilutive restricted shares of common stock of 10,000,970 , 40,473 , and 11,438 for the years ended December 31, 2025, 2024, and 2023.
Common Stock
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 resulting in the issuance of 60,400,106 shares of the Company’s common stock, par value $ 0.01 per share (“Common Stock”), at a purchase price of $ 0.75 per share.
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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.
On May 13, 2025, two note holders of the Senior Notes converted $ 1.90 million of the aggregate principal and interests of the Notes into 2,529,275 shares of common stock.
On June 3, 2025, the Company entered into a Securities Purchase Agreement with accredited investors, facilitating a registered direct offering. The Company issued and sold 8,524,160 shares of its common stock, at a price of $ 1.25 per share. The net proceeds of the offering was approximately $ 10.47 million after estimated expenses.
On July 25, 2025, Unity Bancorp Inc. provided the Company with formal notice of its desire to convert 100 % of its outstanding principal balance and accrued unpaid interest of its Amended Senior Note, in an aggregate amount of $ 2.0 million, into 2,673,369 shares of the Company’s common stock, par value $ 0.01 per share at $ 0.75 per share. On July 26, 2025, American Bank Incorporated provided the Company with formal notice of its desire to convert 100 % of its outstanding principal balance and accrued unpaid interest of its Amended Senior Note, in an aggregate amount of approximately $ 0.8 million, into 1,071,258 shares of Common Stock at $ 0.75 per share.
On August 29, 2025, the Company entered into a stock purchase agreement and a separate warrant purchase agreement with certain accredited Investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investors (the “Offering”), an aggregate of 31,985,103 shares of the Company’s common stock (the “Shares”. The Shares consist of (a) 19,196,000 shares of the Company’s voting Common Stock (“Voting Common Stock”), and (b) 12,789,103 shares of the Company’s non-voting Common Stock (the “Non-Voting Common Stock”) that will be issuable six months after closing of the Offering upon exercise of three-year warrants (the “Warrants”). Upon such Warrant holders or their assignees meeting certain conditions (the “Non-Control Conditions”), the Non-Voting Common Stock may be exchanged for shares of Voting Common Stock. The Shares will be sold to the investors at a price per share of $ 1.25 per Share and the Warrants will be sold to investors at a price of $ 0.125 per warrant share. The Warrants are exercisable no earlier than six months after the closing of the Offering at an exercise price of $ 1.56 per share, subject to increase to as much as $ 1.685 per share under certain conditions. The proceeds from the Offering, prior to deducting the estimated offering expenses, are expected to be approximately $ 25.6 million. Estimated offering expenses are $ 250 thousand.
Patriot’s authorized common stock consists of 200,000,000 shares have a $ 0.01 par value, with 115,070,413 and 4,065,593 shares issued as of December 31, 2025 and 2024, respectively. Common stock shares outstanding were 114,996,672 and 3,991,852 as of December 31, 2025 and 2024, respectively.
Preferred Stock
On March 20, 2025, as part of the private placement, the Company issued 90,832 shares of its Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock has no par value and a liquidation preference of $ 60 per share. The gross proceeds from the issuance of the Series A Preferred Stock totaled $ 5.45 million.
On July 3, 2025, the Series A Preferred Stock was converted into 7,266,560 shares of the Company’s Non-Voting Common Stock.
No preferred shares authorized, issued or outstanding as of December 31, 2025 and 2024.
Dividends
The Company did not pay any dividends for the year ended December 31, 2025, 2024, and 2023.
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Notes to consolidated financial statements
Note 17. 401(k) Savings Plan
Patriot offers employees participation in the Patriot Bank, N.A. 401(k) Savings Plan (the "401(k) Plan") under Section 401(k) of the Internal Revenue Code, along with the ROTH feature to the Plan. The 401(k) Plan covers substantially all employees who have completed one month of service, are 21 years of age and who elect to participate. Under the terms of the 401(k) Plan, participants can contribute up to the maximum amount allowed, subject to Federal limitations. At its discretion, Patriot may match eligible participating employee contributions at the rate of 50 % of the first 6 % of the participants’ salary contributed to the 401(k) Plan. Eligibility for matching contributions is dependent on an employee’s completing six consecutive month(s) of service or 500 hours of employment. Participants immediately vest in Patriot’s matching contributions, if applicable. During the years ended December 31, 2025, 2024, and 2023, Patriot made matching contributions to the 401(k) Plan of $ 227 thousand, $ 284 thousand, and $ 278 thousand, respectively.
Note 18. Financial Instruments with Off-Balance-Sheet Risk
In the ordinary course of business, the Bank is a party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the balance sheet. The contractual amounts of these instruments reflect the extent of involvement Patriot has in particular classes of financial instruments.
The contractual amounts of commitments to extend credit and standby letters of credit represent the maximum amount of potential accounting loss should: the contract be fully drawn upon; the customer default; and the value of any existing collateral becomes worthless. Patriot applies its credit policies to entering commitments and conditional obligations and, as with its lending activities, evaluates each customer's creditworthiness on a case-by-case basis. Management believes that it effectively mitigates the credit risk of these financial instruments through its credit approval processes, establishing credit limits, monitoring the on-going creditworthiness of recipients and grantees, and the receipt of collateral as deemed necessary.
At December 31, 2025 and 2024 , financial instruments with credit risk are as follows:
December 31,
(In thousands) 2025 2024
Commitments to extend credit:
Unused lines of credit $ 59,567 $ 61,910
Undisbursed construction loans — 860
Home equity lines of credit 9,193 24,476
Future loan commitments — 325
$ 68,760 $ 87,571
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments to extend credit generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Since these commitments could expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary upon extending credit, is based on management's credit evaluation of the customer. Collateral held varies, but may include commercial property, residential property, deposits, and securities. The Bank has established an allowance for credit loss of $ 80 thousand and $ 182 thousand as of December 31, 2025 and 2024, respectively, which is included in accrued expenses and other liabilities on the Consolidated Balance Sheet.
Standby letters of credit are written commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. Guarantees that are not derivative contracts are recorded at fair value and included in the Consolidated Balance Sheet.
As of December 31, 2025, the Bank has an irrevocable stand-by letter of credit for a maximum of $ 55 million, issued by the Federal Home Loan Bank of Boston on behalf of the Bank, with Mastercard as the beneficiary, which expires on April 30, 2026.
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Notes to consolidated financial statements
Note 19. Regulatory and Operational Matters
Federal and state regulatory authorities have adopted standards requiring financial institutions to maintain increased levels of capital. Effective January 1, 2015, federal banking agencies imposed four minimum capital requirements on a community bank’s risk-based capital ratios consisting of Total Capital, Tier 1 Capital, Common Equity Tier 1 (“CET1”) Capital, and a Tier 1 Leverage Capital ratio. The risk-based capital ratios measure the adequacy of a bank's capital against the riskiness of its on- and off-balance sheet assets and activities. Failure to maintain adequate capital is a basis for "prompt corrective action" or other regulatory enforcement action. In assessing a bank's capital adequacy, regulators also consider other factors such as interest rate risk exposure, liquidity, funding and market risks, quality and level of earnings, concentrations of credit, quality of loans and investments, nontraditional activity risk, policy effectiveness, and management's overall ability to monitor and control risk.
Under the instituted regulatory framework, to be considered “well capitalized”, a financial institution must generally have a Total Capital ratio of at least 10%, a Tier 1 Capital ratio of at least 8.0%, a CET1 Capital ratio at least 6.5%, and a Tier 1 Leverage Capital ratio of at least 5%. However, regardless of a financial institution’s ratios, the OCC may require increased capital ratios or impose dividend restrictions based on the other factors it considers in assessing a bank’s capital adequacy. Under the final capital rules that became effective on January 1, 2015, there was a requirement for a CET1 capital conservation buffer of 2.5% of risk-weighted assets, which is in addition to the other minimum risk-based capital standards in the rule. Institutions that do not maintain this required capital buffer become subject to progressively more stringent limitations on the percentage of earnings that may be distributed to shareholders or used for stock repurchases and on the payment of discretionary bonuses to senior executive management. The capital conservation buffer of 2.5% has been included in the minimum capital adequacy ratios as of December 31, 2025 and 2024.
On April 17, 2024, based on its supervisory profile, the Bank was notified by the OCC that it established individual minimum capital ratios (“IMCR”) for the Bank. Specifically, the Bank is required to maintain the following ratios: a common equity tier 1 capital ratio of 10.00 %, a Tier 1 capital ratio of 10.00 %, a Tier 1 leverage ratio of 9.00 % and a total capital ratio of 11.50 %. As of December 31, 2025, the Bank has met all of its regulatory capital requirements. As of the year ended December 31, 2024, the Bank did not meet all of its regulatory capital requirements.
On January 14, 2025, the Bank entered into Formal Agreement, pursuant to which the Bank agreed, through its board of directors to take certain actions in the areas of strategic planning, capital planning, Bank Secrecy Act / Anti-Money Laundering risk management, payment activities oversight, credit administration and concentrations risk management. The Bank’s Board appointed a Compliance Committee in January 2025, as required, to oversee the progress and compliance with the Formal Agreement.
On January 17, 2025, the OCC notified the Bank that, in connection with the entry into the Formal Agreement, the individual minimum capital ratios previously established on April 17, 2024 for the Bank had terminated. The same minimum capital ratios were re-established within the Formal Agreement under its Capital Plan and Higher Minimums Articles so that all capital requirements are governed by the Formal Agreement. Under these provisions, the Bank must maintain, on an ongoing basis, a common equity tier 1 capital ratio of 10.00 %, a Tier 1 capital ratio of 10.00 %, a Tier 1 leverage ratio of 9.00 % and a total capital ratio of 11.50 %.
The Bank has been working to address each of the items identified in the Formal Agreement. The Company completed the Private Placement in March 2025, which was critical to address the Capital Plan and Higher Minimums Articles and pivotal to the Strategic Plan Article in the Formal Agreement. Certain proceeds from the Private Placement were contributed to the Bank as additional capital and brought the Bank into compliance with the minimum capital ratios required under the Formal Agreement. Among other efforts, the Company has completed two additional equity issuances in 2025, in furtherance of its obligations under the Capital Plan and Higher Minimums Articles and the Strategic Plan Article in the Formal Agreement.
As of December 31, 2025, the Bank’s capital ratios remain in excess of the minimums required by the Formal Agreement. Although the Bank's capital ratios are exceeding both standard "well capitalized" levels and the higher minimums set forth in the Formal Agreement, the Bank remains classified as "adequately capitalized" rather than "well capitalized" due to the specific terms of that agreement.
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Notes to consolidated financial statements
The Company and Bank’s regulatory capital amounts and ratios at December 31, 2025 and 2024 are summarized as follows:
December 31, 2025 December 31, 2024
Patriot National Bancorp, Inc. Patriot Bank, N.A. Patriot National Bancorp, Inc. Patriot Bank, N.A.
(Dollar amounts in thousands) Amount Ratio Amount Ratio Amount Ratio Amount Ratio
Total Capital (to risk weighted assets):
Actual $ 129,587 20.76 % $ 120,329 19.25 % $ 44,534 6.07 % $ 56,536 7.71 %
To be Well Capitalized(a) — — 62,516 10.00 % — — 73,309 10.00 %
For capital adequacy 49,934 8.00 % 50,013 8.00 % 58,667 8.00 % 58,648 8.00 %
Individual minimum capital ratio — — 71,894 11.50 % — — 84,306 11.50 %
Tier 1 Capital (to risk weighted assets):
Actual 117,567 18.84 % 116,657 18.66 % 33,545 4.57 % 55,546 7.58 %
To be Well Capitalized(a) — — 50,013 8.00 % — — 58,648 8.00 %
For capital adequacy 37,450 6.00 % 37,510 6.00 % 44,001 6.00 % 43,986 6.00 %
Individual minimum capital ratio — — 62,516 10.00 % — — 73,309 10.00 %
Common Equity Tier 1 Capital
(to risk weighted assets):
Actual 109,567 17.55 % 116,657 18.66 % 25,545 3.48 % 55,546 7.58 %
To be Well Capitalized(a) — — 40,636 6.50 % — — 47,651 6.50 %
For capital adequacy 28,088 4.50 % 28,132 4.50 % 33,000 4.50 % 32,989 4.50 %
Individual minimum capital ratio — — 62,516 10.00 % — — 73,309 10.00 %
Tier 1 Leverage Capital (to average assets):
Actual 117,567 11.52 % 116,657 11.42 % 33,545 3.50 % 55,546 5.79 %
To be Well Capitalized(a) — — 51,097 5.00 % — — 47,948 5.00 %
For capital adequacy 40,835 4.00 % 40,878 4.00 % 38,368 4.00 % 38,358 4.00 %
Individual minimum capital ratio — — 91,975 9.00 % — — 86,306 9.00 %
(a) Designation as "Well Capitalized" does not apply to bank holding companies - the Company. Such categorization of capital adequacy only applies to insured depository institutions - the Bank. Under the terms of the Formal Agreement, the Bank is not eligible to be “Well Capitalized” while the Formal Agreement continues in effect and is designated as “Adequately Capitalized” regardless of its capital ratios being in excess of the regulatory defined Well Capitalized ratios.
Note 20. Related Party Transactions
The Company and the Bank engage in transactions with related parties in the ordinary course of business. For purposes of this note, related parties include the Company's directors and executive officers, their immediate family members, and entities over which such persons exercise control or significant influence, as defined under ASC Topic 850, Related Party Disclosures.
Loans and Extensions of Credit
No extensions of credit to related parties, as defined under ASC 850, were outstanding as of December 31, 2025 or 2024.
The following describes a related party debt transaction completed during 2025 that had no outstanding balance as of December 31, 2025.
Note Conversion — Michael Carrazza / Solaia Capital Holdings LLC
Michael A. Carrazza serves as a director on the Board of the Company. Mr. Carrazza also serves as manager of Solaia Capital Holdings LLC ("Solaia Capital"), an entity in which he holds a material ownership interest.
In May 2025, Solaia Capital purchased from Fall River Five Cents Savings Bank the outstanding principal balance and accrued unpaid interest of $ 649 thousand (the "Transferred Note") of the Company's 8.5 % Fixed Rate Senior Notes Due January 15, 2026 (the "Senior Notes"). Solaia Capital thereafter elected to convert the Transferred Note into shares of the Company's common stock
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Notes to consolidated financial statements
pursuant to the terms of an amendment to the Senior Notes previously approved by the Board of Directors, which provided holders of the Senior Notes the right to voluntarily convert outstanding principal and accrued interest into common stock at a conversion price of $ 0.75 per share. Upon conversion, the Company issued 865,990 shares of its common stock to Solaia Capital, extinguishing the $ 649 thousand outstanding obligation under the Transferred Note. The conversion price of $ 0.75 per share was the same price at which the Company issued shares of common stock to all investors in its March 20, 2025 private placement.
The transaction was reviewed and approved by the Audit Committee of the Board of Directors prior to consummation, and was thereafter approved by the unanimous written consent of the full Board of Directors on May 11, 2025, with Mr. Carrazza participating in his capacity as a director. The Company believes the transaction was effected on terms no less favorable to the Company than those available from unaffiliated noteholders, given that the conversion price was consistent with the terms available to all converting noteholders and with the March 2025 private placement pricing.
Deposit Accounts
The Bank accepts deposits from related parties on terms no more favorable than those offered to similarly situated non-affiliated depositors, including with respect to interest rates, fees, and minimum balance requirements. Related party deposit balances as of December 31, 2025 and December 31, 2024 were approximately $ 2.2 million and $ 63 thousand, respectively. The aggregate related party deposit balances are included in total deposits in the accompanying Consolidated Balance Sheets.
Note 21. Fair Value and Interest Rate Risk
Patriot measures the carrying value of certain financial assets and liabilities at fair value, as required by its policies as a financial institution and by US GAAP. The carrying values of certain assets and liabilities are measured at fair value on a recurring basis, such as available-for-sale securities; while other assets and liabilities are measured at fair value on a non-recurring basis due to external factors requiring management’s judgment to estimate potential losses of value resulting in asset impairments or the establishment of valuation reserves. Measuring assets and liabilities at fair value may result in fluctuations to carrying value that have a significant impact on the results of operations or other comprehensive income for the period and period over period.
Following is a detailed summary of the guidance provided by US GAAP regarding the application of fair value measurements and Patriot’s application thereof. Additionally, the following information includes detailed summaries of the effects fair value measurements have on the carrying amounts of asset and liabilities presented in the consolidated financial statements.
The objective of fair value measurement is to value an asset that may be sold or a liability that may be transferred at the estimated value which might be obtained in a transaction between unrelated parties under current market conditions. US GAAP establishes a framework for measuring assets and liabilities at fair value, as well as certain financial instruments classified in equity. The framework provides a fair value hierarchy, which prioritizes quoted prices in active markets for identical assets and liabilities and minimizes unobservable inputs, which are inputs for which market data are not available and that are developed by management using the best information available to develop assumptions about the value market participants might place on the asset to be sold or liability to be transferred.
The three levels of the fair value hierarchy consist of:
Level 1 Unadjusted quoted market prices for identical assets or liabilities in active markets that the entity has ability to access at the measurement date (such as active exchange-traded equity securities and certain U.S. and government agency debt securities).
Level 2 Observable inputs other than quoted prices included in Level 1, such as:
- Quoted prices for similar assets or liabilities in active markets (such as U.S. agency and government sponsored mortgage-backed securities)
- Quoted prices for identical or similar assets or liabilities in less active markets (such as certain U.S. and government agency debt securities, and corporate and municipal debt securities that trade infrequently)
- Other inputs that are observable for substantially the full term of the asset or liability (i.e. interest rates, yield curves, prepayment speeds, default rates, etc.).
Level 3 Valuation techniques that require unobservable inputs that are supported by little or no market activity and are significant to the fair value measurement of the asset or liability (such as pricing and discounted cash flow models that typically reflect management’s estimates of the assumptions a market participant would use in pricing the asset or liability).
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Notes to consolidated financial statements
A description of the valuation methodologies used for assets and liabilities recorded at fair value, and for estimating fair value for financial and non-financial instruments not recorded at fair value, is set forth below.
Cash and due from banks, restricted cash, and accrued interest receivable and payable
The carrying amount is a reasonable estimate of fair value and accordingly these are classified as Level 1. These financial instruments are not recorded at fair value on a recurring basis.
Available-for-sale securities
The fair value of securities available-for-sale (carried at fair value) are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1), or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities' relationship to other benchmark quoted prices, or using unobservable inputs employing various techniques and assumptions (Level 3).
Other Investments
The Bank’s investment portfolio includes the Solomon Hess SBA Loan Fund, which is utilized by the Bank to satisfy its Community Reinvestment Act (“CRA”) lending requirements. As this fund operates as a private fund, shares in the fund are not publicly traded but may be redeemed with 60 days’ notice at cost. For that reason, the carrying amount was considered comparable to fair value at both December 31, 2025 and 2024 due to its short-term nature.
Federal Reserve Bank Stock and Federal Home Loan Bank Stock
Shares in the FRB and FHLB are purchased and redeemed based upon their $ 100 par value. The stocks are non-marketable equity securities, and as such, are considered restricted securities that are carried at cost.
Loans
The fair value of loans are estimated by discounting the future cash flows using the rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. We estimate the fair value of our loan portfolio using an exit price notion. The exit price notion requires determination of the price at which willing market participants would transact at the measurement date under current market conditions depending on facts and circumstances, such as origination rates, credit risk, transaction costs, liquidity, national and regional market trends and other adjustments, utilizing publicly available rates and indices. The application of an exit price notion requires the use of significant judgment.
Loans Held for Sale
The fair value of loans held for sale is estimated by using a market approach that includes prices for loans sold awaiting settlement and other observable inputs. The Company has determined that the inputs used to value the loans held for sale fall within Level 2 of the fair value hierarchy.
Servicing Asset
Servicing assets do not trade in an active, open market with readily observable prices. The Company estimates the fair value of servicing assets using discounted cash flow models incorporating numerous assumptions from the perspective of a market participant including market discount rates and prepayment speeds. Due to the significant unobservable input related to the servicing rights, the servicing asset is classified within Level 3 of the valuation hierarchy.
Retained Beneficial Interest
The Company retained its rights to sold loans under a loss share agreement and did not transfer such rights to the loan purchasers. Accordingly, the Company has continuing involvement in the transferred financial assets. The retained interest is recognized as a separate asset and represents the present value of expected future reimbursements. The fair value of this asset is estimated using a discounted cash flow methodology that incorporates significant unobservable inputs, including expected credit losses, timing of
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Notes to consolidated financial statements
cash flows, and appropriate discount rates. Due to the use of these unobservable inputs, the asset is classified as a Level 3 measurement within the fair value hierarchy in accordance with ASC 820.
The Company evaluates the retained interest on a recurring basis for changes in expected cash flows and records adjustments to fair value as necessary. Changes in the fair value of the retained interest are recognized in earnings in the period in which they occur.
Derivative asset (liability) - Interest Rate Swaps
The Company’s derivative assets and liabilities consist of transactions as part of management’s strategy to manage interest rate risk. The valuation of interest rate swap agreements does not contain any counterparty risk. The valuation of the Company’s interest rate swaps is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The Company has determined that the inputs used to value its interest rate derivatives fall within Level 2 of the fair value hierarchy. See Notes 1 and 11 for additional disclosures on derivatives.
Deposits
The fair value of demand deposits, regular savings and certain money market deposits is the amount payable on demand at the reporting date.
The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities, estimated using local market data, to a schedule of aggregated expected maturities on such deposits. Patriot does not record deposits at fair value on a recurring basis.
Senior Notes, Subordinated Notes, Junior Subordinated Debt and Note Payable
Patriot does not record senior notes at fair value on a recurring basis. The fair value of the senior notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record subordinated notes at fair value on a recurring basis. The fair value of the subordinated notes was estimated by discounting future cash flows at rates at which similar notes would be made. The carrying value is considered comparable to fair value.
Patriot does not record junior subordinated debt at fair value on a recurring basis. Junior subordinated debt reprices quarterly, as a result, the carrying amount is considered a reasonable estimate of fair value.
The Company considers its own credit worthiness in determining the fair value of its senior Notes, subordinated notes, notes payable and junior subordinated debt.
Federal Home Loan Bank, Federal Reserve Bank and Correspondent Bank Borrowings
The fair value of FHLB advances, FRB and other correspondent bank borrowings are estimated using a discounted cash flow calculation that applies current interest rates for advances of similar maturity to a schedule of maturities of such advances. Patriot does not record FHLB advances, FRB and other correspondent bank borrowings at fair value on a recurring basis.
Off-balance-sheet financial instruments
Off-balance-sheet financial instruments are based on interest rate changes and fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The off-balance-sheet financial instruments (i.e., commitments to extend credit) are insignificant and are not recorded on a recurring basis.
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Notes to consolidated financial statements
The following table provides a comparison of the carrying amounts and estimated fair values of Patriot’s financial assets and liabilities as of December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
(In thousands) Fair Value
Hierarchy Carrying
Amount Estimated
Fair Value Carrying
Amount Estimated
Fair Value
Financial Assets:
Cash and noninterest bearing balances due from banks Level 1 $ 2,411 $ 2,411 $ 3,295 $ 3,295
Interest-bearing deposits due from banks Level 1 183,980 183,980 144,273 144,273
Restricted cash Level 1 20,736 20,736 15,042 15,042
Available-for-sale securities Level 2 212,950 212,950 68,869 68,869
Available-for-sale securities Level 3 11,727 11,727 11,123 11,123
Other investments Level 2 — — 4,450 4,450
Federal Reserve Bank stock Level 2 2,961 2,961 1,377 1,377
Federal Home Loan Bank stock Level 2 679 679 779 779
Loans receivable, net Level 3 585,723 571,015 700,167 675,901
Loans held for sale Level 2 24,513 24,513 15,702 15,702
Servicing assets Level 3 660 652 766 852
Other real estate owned Level 2 — — 2,843 2,843
Accrued interest receivable Level 2 4,869 4,869 5,488 5,488
Retained beneficial interest Level 3 518 518 — —
Interest rate swap receivable Level 2 39 39 83 83
Financial assets, total $ 1,051,675 $ 1,037,050 $ 974,257 $ 950,077
Financial Liabilities:
Demand deposits Level 2 $ 106,766 $ 106,766 $ 119,212 $ 119,212
Negotiable order of withdrawal accounts Level 2 24,281 24,281 31,549 31,549
Savings deposits Level 2 38,036 38,036 38,743 38,743
Interest bearing DDA Level 2 172,527 172,527 205,995 205,995
Money market deposits Level 2 191,177 191,177 262,023 262,023
Time deposits Level 2 266,256 266,262 239,373 239,077
Brokered deposits Level 1 150,502 144,556 69,702 69,435
FHLB, FRB and correspondent bank borrowings Level 2 — — 3,000 3,000
Senior notes Level 2 — — 11,861 11,677
Subordinated debt Level 2 8,289 8,102 9,898 9,575
Junior subordinated debt owed to unconsolidated trust Level 2 8,157 8,157 8,147 8,147
Note payable Level 3 — — 162 158
Accrued interest payable Level 2 615 615 1,417 1,417
Interest rate swap liability Level 2 39 39 83 83
Financial liabilities, total $ 966,645 $ 960,435 $ 1,001,165 $ 1,000,091
The carrying amount of cash and non-interest-bearing balances due from banks, interest-bearing deposits due from banks, and demand deposits approximates fair value, due to the short-term nature and high turnover of these balances. These amounts are included in the table above for informational purposes.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements
In the normal course of its operations, Patriot assumes interest rate risk (i.e., the risk that general interest rate levels will fluctuate). As a result, the fair value of Patriot’s financial assets and liabilities are affected when interest market rates change, which change may be either favorable or unfavorable. Management attempts to mitigate interest rate risk by matching the maturities of its financial assets and liabilities. However, borrowers with fixed rate obligations are less likely to prepay their obligations in a rising interest rate environment and more likely to prepay their obligations in a falling interest rate environment. Conversely, depositors receiving fixed rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors market rates of interest and the maturities of its financial assets and financial liabilities, adjusting the terms of new loans and deposits in an attempt to minimize interest rate risk. Additionally, management mitigates its overall interest rate risk through its available funds investment strategy.
The following tables detail the financial assets measured at fair value on a recurring basis and the valuation techniques utilized relative to the fair value hierarchy, as of December 31, 2025 and 2024.
(In thousands) Quoted Prices in
Active Markets for
Identical Assets
(Level 1) Significant
Observable Inputs
(Level 2) Significant
Unobservable Inputs
(Level 3) Total
December 31, 2025:
U. S. Government agency and MBS $ — $ 204,068 $ — $ 204,068
Corporate bonds — 1,736 11,727 13,463
Subordinated notes — 3,752 — 3,752
SBA loan pools — 3,394 — 3,394
Available-for-sale securities $ — $ 212,950 $ 11,727 $ 224,677
Retained beneficial interest $ — $ — $ 518 $ 518
Interest rate swap receivable $ — $ 39 $ — $ 39
Interest rate swap liability $ — $ 39 $ — $ 39
December 31, 2024:
U. S. Government agency and MBS $ — $ 60,223 $ — $ 60,223
Corporate bonds — 1,612 11,123 12,735
Subordinated notes — 3,461 — 3,461
SBA loan pools — 3,573 — 3,573
Municipal bonds — — — —
Available-for-sale securities $ — $ 68,869 $ 11,123 $ 79,992
Interest rate swap receivable $ — $ 83 $ — $ 83
Interest rate swap liability $ — $ 83 $ — $ 83
Patriot measures certain financial assets and financial liabilities at fair value on a non-recurring basis. When circumstances dictate (e.g., impairment of long-lived assets, other than temporary impairment of collateral value), the carrying values of such financial assets and financial liabilities are adjusted to fair value or fair value less costs to sell, as may be appropriate.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements
As of December 31, 2025, four corporate bonds were classified as Level 3 instruments. The fair values of these securities were determined using a present value approach. The discount rate assumed was determined based on unobservable inputs in a pricing model. During the years ended December 31, 2025, 2024, and 2023, the Company had no transfers into or out of Levels 1, 2 or 3.
The reconciliation of the beginning and ending balances for Level 3 available-for-sale securities for the years ended December 31, 2025, 2024, and 2023 is as follows:
Year Ended December 31,
(In thousands) 2025 2024 2023
Level 3 fair value, beginning of period $ 11,123 $ 10,262 $ 9,427
Purchases — — —
Realized gain (loss) — — —
Unrealized gain (loss) 604 861 835
Transfers in and /or out of Level 3 — — —
Level 3 fair value, end of period $ 11,727 $ 11,123 $ 10,262
The table below presents the valuation methodology and unobservable inputs for level 3 assets measured at fair value on a non-recurring basis as of December 31, 2025 and 2024:
(In thousands) Fair Value Valuation
Methodology Unobservable Inputs Range of Inputs
December 31, 2025:
Individually evaluated loans, net $ 10,394 Real Estate Appraisals Discount for appraisal type 8 % - 14 %
Servicing assets 652 Discounted Cash Flows Market discount rates 10 % - 15 %
Retained beneficial interest(a) $ 518 Discounted Cash Flows Market discount rates 10 % - 15 %
Loss projections (% exposure) 10 % - 20 %
Claim timing (months) 9 months - 18 months
December 31, 2024:
Individually evaluated loans, net $ 24,552 Real Estate Appraisals Discount for appraisal type 5.8 % - 20 %
Servicing assets 852 Discounted Cash Flows Market discount rates 14.73 % - 14.90 %
(a) Loss projections applied in the discounted cash flow analysis ranged from approximately 10 % to 20 %, with lower loss assumptions applied to stronger credits and higher loss assumptions applied to loans with elevated credit risk, weighted average of approximately 15 %. Claim timing assumptions ranged from approximately 9 to 18 months, with shorter timeframes applied to loans expected to resolve more quickly and longer timeframes applied to loans requiring extended workout or recovery periods, weighted average of approximately 12 months.
Patriot discloses fair value information about financial instruments, whether or not recognized in the consolidated balance sheet, for which it is practicable to estimate that value. Certain financial instruments are excluded from disclosure requirements and, accordingly, the aggregate fair value amounts presented do not necessarily represent the complete underlying value of financial instruments included in the consolidated financial statements.
The estimated fair value amounts have been measured as of December 31, 2025 and 2024 and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of the financial instruments measured may be different than if they had been subsequently valued.
The information presented should not be interpreted as an estimate of the total fair value of Patriot’s assets and liabilities, since only a portion of Patriot’s assets and liabilities are required to be measured at fair value for financial reporting purposes. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between Patriot’s fair value disclosures and those of other bank holding companies may not be meaningful.
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements
Note 22. Parent Company-only Financial Statements
The following represent the condensed stand-alone financial statements of the Company, which is the sole owner and parent company of the Bank, its operating bank subsidiary.
CONDENSED BALANCE SHEETS
December 31, 2025 and 2024
As of December 31,
(In thousands) 2025 2024
ASSETS
Cash and due from banks $ 11,500 $ 252
Investment in subsidiary 102,226 34,705
Other assets 132 68
Total assets $ 113,858 $ 35,025
LIABILITIES AND SHAREHOLDERS' EQUITY
Borrowings $ 16,446 $ 29,906
Accrued expenses and other liabilities 2,732 854
Shareholders' equity 94,680 4,265
Total liabilities and shareholders' equity $ 113,858 $ 35,025
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Years Ended December 31, 2025, 2024, and 2023
Year ended December 31,
(In thousands) 2025 2024 2023
Expenses:
Interest on subordinated debt $ 1,375 $ 1,617 $ 1,502
Interest on senior debt 610 1,159 1,159
Total interest expense 1,985 2,776 2,661
Other expenses 8,185 188 105
Loss before benefit for income taxes 10,171 2,964 2,766
Benefit for income taxes — ( 764 ) ( 737 )
Loss before equity in undistributed net income of subsidiary 10,171 2,200 2,029
Equity in undistributed net (loss) income of subsidiary ( 2,539 ) ( 37,682 ) ( 2,150 )
Net (loss) income ( 12,710 ) ( 39,882 ) ( 4,179 )
Equity in subsidiary other comprehensive (loss) income, net of subsidiary 3,562 ( 420 ) 384
Total comprehensive loss $ ( 9,148 ) $ ( 40,302 ) $ ( 3,795 )
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PATRIOT NATIONAL BANCORP, INC. AND SUBSIDIARIES
Notes to consolidated financial statements
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2025, 2024, and 2023
Year ended December 31,
(In thousands) 2025 2024 2023
Cash Flows from Operating Activities:
Net (loss) income $ ( 12,710 ) $ ( 39,882 ) $ ( 4,179 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Equity in undistributed net loss (income) of subsidiary 2,539 37,682 2,150
Dividends received from Patriot Bank, N.A. — 950 2,500
Share-based compensation expense 5,233 184 105
Amortization of debt issuance costs 193 177 177
Change in assets and liabilities:
(Increase) decrease in other assets ( 64 ) ( 4 ) ( 14 )
Increase (decrease) in accrued expenses and other liabilities ( 1,207 ) 148 247
Net cash (used in) provided by operating activities ( 6,016 ) ( 745 ) 986
Cash Flows from Investing Activities:
Net increase in investment in Patriot Bank N.A. ( 66,500 ) — —
Net cash used in investing activities ( 66,500 ) — —
Cash Flows from Financing Activities:
Proceeds from capital raise 86,648 — —
Repayments of senior notes ( 2,884 ) — —
Net cash used in financing activities 83,764 — —
Net (decrease) increase in cash and cash equivalents 11,248 ( 745 ) 986
Cash and cash equivalents at beginning of year $ 252 $ 997 $ 11
Cash and cash equivalents at end of year $ 11,500 $ 252 $ 997
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest $ 839 $ 2,232 $ 2,034
Supplemental Disclosure of Non-cash Activity:
Net change in unrealized (gain) loss on available-for-sale securities $ 3,562 $ ( 420 ) $ ( 384 )
Deferred debt issuance costs $ ( 23 ) $ — $ 56
Senior debt conversion to common stock $ ( 9,705 ) $ — $ —
Subordinated debt conversion to common stock $ ( 2,000 ) $ — $ —
Accrued interest capitalized into principal $ 1,098 $ — $ —
Retained earnings adjustment - ASC 326 adoption $ — $ — $ 11,510
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Notes to consolidated financial statements
Note 23. Segment Information
The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered. Patriot’s only business segment is Banking. The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The segment is also distinguished by the level of information provided to the CODM, who uses such information to review performance of various components of the business, which are then aggregated and financial performance is evaluated on a company-wide basis, as presented in the Company’s Consolidated Statements of Income. The CODM will evaluate the financial performance of the Company’s business such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results on a consolidated basis are used in assessment performance and in establishing compensation. Interest earning assets consist of commercial and consumer loans, investment securities and cash and provide the majority of interest income in the Banking segment. Interest bearing liabilities consist of non-maturity and time deposits, FHLB and FRB advances and other borrowings and generate the majority of interest expense. The consolidated results of operations also include provisions for credit losses, non-interest income and expenses. All operations are domestic.
The Company's segment assets represent its total assets as presented in the Consolidated Balance Sheet.
Note 24. Subsequent Event
The Company has evaluated all events or transactions that occurred through the date the Company issued these financial statements. During this period, the Company did not have any material recognizable or non-recognizable subsequent events.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.