SCHEDULE: Sugarman's Stake in Patriot National Bancorp Rises to 7.8%

Steven Sugarman and his trust increased their beneficial ownership in Patriot National Bancorp Inc. to 7.8% following recent stock conversions.

Summary

• Steven Sugarman, President and CEO, and his spouse Ainslie Sugarman, along with their Living Trust, collectively reported beneficial ownership of 9,019,978 shares of Patriot National Bancorp Inc. Voting Common Stock.
• This represents 7.8% of the Issuer's outstanding Voting Common Stock, based on 114,991,017 shares outstanding as of October 22, 2025.
• On July 3, 2025, 25,000 shares of Series A Preferred Stock held by the Trust automatically converted into 2,000,000 shares of Non-Voting Common Stock.
• Subsequently, on October 20, 2025, the Trust converted these 2,000,000 shares of Non-Voting Common Stock into 2,000,000 shares of Voting Common Stock without additional consideration.
• Steven Sugarman also holds 5,749,551 restricted stock units (RSUs) granted under his employment agreement, which are not included in the reported beneficial ownership for this filing.
• The RSU grants include 4,049,593 RSUs effective March 20, 2025, 552,927 RSUs effective July 1, 2025, and 1,147,031 RSUs effective October 1, 2025.
• Mr. Sugarman's beneficial ownership is subject to an agreement with the Issuer limiting it to no more than 9.99% of the voting securities, in compliance with Federal Reserve Board regulations.

Sentiment

Score: 6

Explanation: The filing is largely neutral, being a procedural update on beneficial ownership. The increase in insider voting stake is a minor positive for alignment, but there are no new financial or operational details to significantly shift sentiment.

Positives

• Increased beneficial ownership by a key executive and his trust may signal stronger alignment of interests between management and shareholders.
• The conversion of preferred and non-voting stock into voting common stock simplifies the capital structure for these specific holdings.

Risks

• Steven Sugarman's beneficial ownership is capped at 9.99% of the Issuer's voting securities due to Federal Reserve Board regulations relating to bank control, which could limit his ability to further increase his voting stake beyond this threshold.

Future Outlook

The filing primarily serves to update beneficial ownership information following specific stock conversions and does not provide explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Steven Sugarman's beneficial ownership of the Issuer's stock shall not exceed 9.99% of the number of shares of its voting securities issued and outstanding, to the extent it would exceed Federal Reserve Board regulations relating to bank control.

Industry Context

This filing is a standard disclosure for significant ownership changes in a publicly traded company, particularly a financial institution like Patriot National Bancorp Inc. The 9.99% beneficial ownership limitation for Steven Sugarman is a common regulatory constraint in the banking sector, reflecting Federal Reserve Board rules designed to prevent undue control by a single individual or entity without specific regulatory approval.

Stakeholder Impact

• Shareholders: The increase in Steven Sugarman's voting stake to 7.8% could be viewed as a positive for aligning management and shareholder interests, though it does not represent a change in company strategy or financial performance.

Key Dates

Recommendation

The filing details an increase in beneficial ownership by a key executive and his trust through stock conversions. This is a procedural update and does not provide new financial performance data or strategic shifts that would warrant a change in investment recommendation. Increased insider ownership can be seen as a positive for alignment of interests, but it's not a catalyst for immediate action.

Keywords

Patriot National Bancorp, Steven Sugarman, Beneficial Ownership, Common Stock, Voting Stock, Restricted Stock Units, SEC Filing, Schedule 13D, Bank Control Regulations