Sec Form 4 Filing - Sugarman Steven @ PATRIOT NATIONAL BANCORP INC - 2025-03-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sugarman Steven 2. Issuer Name and Ticker or Trading Symbol PATRIOT NATIONAL BANCORP INC [ PNBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) C/O PATRIOT NATIONAL BANCORP, INC., 900 BEDFORD STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2025 (Street) STAMFORD, CT06901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/20/2025 P( 1 ) 7,019,978 A $ 0.75 7,019,978 I By Steven and Ainslie Sugarman Living Trust ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock $ 0.75 03/20/2025 P( 1 ) 19,167 03/20/2025 ( 3 )< /sup> Common Stock 1,533,333 ( 1 ) 19,167 I By Steven and Ainslie Sugarman Living Trust ( 2 ) Series A Preferred Stock $ 0.75 03/20/2025 J( 4 ) 5,833 03/20/2025 ( 3 ) Common Stock 466,667 ( 4 ) 25,000 I By Steven and Ainslie Sugarman Living Trust ( 2 ) Restricted Stock Units ( 5 ) 03/20/2025 A 4,049,593 ( 5 ) 03/20/2026 03/20/2026 Common Stock 4,049,593 ( 5 ) $ 0 4,049,593 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sugarman Steven C/O PATRIOT NATIONAL BANCORP, INC. 900 BEDFORD STREET STAMFORD, CT06901 X President Signatures Steven Sugarman 04/01/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 20, 2025, Patriot National Bancorp, Inc. (the Issuer) completed its private placement of: (i) shares of common stock, par value $0.01 per share (Common Stock), at a purchase price of $0.75 per share, and (ii) shares of a new series of preferred stock, no par value per share (the Series A Preferred Stock), with a liquidation preference of $60 per share (the Private Placement). Steven and Ainslie Sugarman Living Trust (the Trust) purchased, as part of the Private Placement: (i) 7,019,978 shares of Common Stock and (ii) 19,167 shares of Series A Preferred Stock, subject to the limitation that no investor in the Private Placement has the right to become the beneficial owner (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) of more than 9.99% of the voting securities issued and outstanding of the Issuer. ( 2 )The Trust is a revocable living trust for the benefit of the Reporting Person and his spouse. The Reporting Person and his spouse are the trustees of the Trust. ( 3 )Series A Preferred Stock is perpetual and therefore has no expiration date. ( 4 )The Trust was issued 5,833 shares of Series A Preferred Stock convertible into 466,667 shares of Common Stock at the pre-funded conversion price of $0.75 per share, as a reimbursement of the Reporting Persons legal fees and expenses relating to the Private Placement, subject to the limitation that the Reporting Person does not have the right to become, directly or indirectly, the beneficial owner of more than 9.99% of the number of shares of the voting securities issued and outstanding of the Issuer. ( 5 )Restricted Stock Units (RSUs) were granted pursuant to the Employment Agreement between the Reporting Person and the Issuer, effective as of March 20, 2025. RSUs vest in 12 equal monthly installments commencing on March 20, 2025 and expires on March 20, 2026. Vested RSUs represent the right to be settled on the date of the expiration, provided that if: (i) the 2025 Omnibus Equity Incentive Plan (the Plan) has not been approved by its shareholders, each vested RSU will be settled in cash equal to the fair market value of one share of Common Stock as of March 20, 2026; or (ii) the Plan has been approved by the shareholders of the Issuer, each vested RSU will be settled in one share of Common Stock and with no cash settlement option, subject to the limitation that the Reporting Person does not have the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of shares of the voting securities issued and outstanding of the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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