of Patriot National Bancorp, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2025. On July 1, 2026, the Company issued a press release (the “Press Release”) and an investor letter (the “Investor Letter”). Copies of the Press Release and Investor Letter are attached herewith as Exhibits 99.1 and 99.2, respectively. The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be “filed” for…

Entry into a Material Definitive Agreement Indemnification Agreements On April 27, 2026, Patriot National Bancorp, Inc. (the “Company”) entered into indemnification agreements (the “Indemnification Agreements”) with each of Anahit Magzanyan, Jonathan Roth, Mario De Tomasi, Carlos P. Salas, and Jeffrey Seabold (collectively, the “Directors”), in connection with their service as directors of the Company. Pursuant to the Indemnification Agreements, the Company agreed to indemnify each Director f…

The company amended employment agreements to include severance provisions and benefits for certain executives.

Executive Vice President and Chief Administrative Officer of the Bank or Chief Human Resources Officer and Secretary of the Company — Frederick Staudmyer: Mr. Staudmyer separated from the company and is no longer serving in his senior roles.

Executive Vice President and Chief Information Officer — Steven Grunblatt: The Executive Vice President and Chief Information Officer passed away.

Director — Ida Liu, Jonathan Roth, Jeffrey Seabold: The appointment of three highly experienced directors to the board is a significant and positive development.

Termination of a Material Definitive Agreement. As previously disclosed, on December 21, 2022, Patriot National Bancorp, Inc. (the “Company”) completed the issuance and sale of $12,000,000 in aggregate principal amount of 8.50% Fixed Rate Senior Notes due 2026 (the “Senior Notes”). In connection with the Company’s $57.75 million private placement completed on March 20, 2025, certain amendments to the Senior Notes became effective (the “Amendments”). Pursuant to the Amendments, among other thi…

Entry into a Material Definitive Agreement. Patriot National Bancorp, Inc. (the “Company”) entered into a stock purchase agreement and a separate warrant purchase agreement (collectively, the “Purchase Agreements”), both dated as of August 29, 2025, with certain accredited investors named therein (the “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…

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm The Audit Committee (the “Committee”) of the Board of Directors of Patriot National Bancorp, Inc. (the “Company”) recently conducted a selection process for the Company’s independent public accounting firm for the year ending December 31, 2025. As a result of this process, on August 22, 2025, the Company engaged Baker Tilly US, LLP (“Baker Tilly”) to serve as the Company’s independent…

Chairman of the Board — Steven Sugarman: Steven Sugarman was appointed as Chairman of the Board, succeeding Michael Carrazza.

The securities discussed in this Current Report on Form 8-K were issued and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each purchaser of the securities represented that it is an “accredited investor” as defined in Rule 501(a) under the Securities Act.

Chief Financial Officer — Carlos Salas: Carlos Salas was appointed as the Chief Financial Officer and Executive Vice President of the Company.

Entry into a Material Definitive Agreement. As previously disclosed in filings of Patriot National Bancorp, Inc. (the “Company”), in connection with the Company’s $57.75 million private placement completed on March 20, 2025, its amendment to the 8.5% Fixed Rate Senior Notes Due 2026 (the “Amended Senior Notes”), as filed as Exhibits 10.4 and 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, became effective. Pursuant to the Amended Senior Notes, the holder…

Executive Vice President and Chief Payments Officer — Alfred Botta: Mr. Botta resigned from his position as Executive Vice President and Chief Payments Officer.

Material Modifications to Rights of Security Holders. On July 3, 2025, Patriot National Bancorp, Inc. (the “Company”) filed an amendment and restatement of the Company’s Certificate of Incorporation, as amended and corrected (the “Amended and Restated Charter”), with the Secretary of State of the State of Connecticut, which was effective the same day. Under the Amended and Restated Charter, the Company is authorized to issue 200,000,000 shares of common stock, par value $0.01 per share, of wh…

Entry into a Material Definitive Agreement. Patriot National Bancorp, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”), dated as of June 3, 2025, with certain accredited investors named therein (the “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 8,524,160 shares (the “Shares”) of the Company’s common stock, $0.0…

President, Chief Executive Officer and Director — Steven Sugarman: Steven Sugarman was promoted to President, CEO, and Director of Patriot Bank, N.A.

Executive Vice President and Chief Credit Officer — Thomas Slater: Thomas Slater is retiring from his role as Executive Vice President and Chief Credit Officer.

Executive Vice President and Chief Financial Officer — David Finn: Mr. Finn is resigning to pursue other opportunities.

Entry into a Material Definitive Agreement. On March 20, 2025, Patriot National Bancorp, Inc. (the “Company”) completed its $57.75 million private placement of: (i) shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Company’s preferred stock, no par value per share, designated as Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”), with a liq…

Material Modification to Rights of Security Holders. The Series A Preferred Stock ranks, with respect to the payment of dividends, if any, and distributions upon liquidation, dissolution or winding-up of the Company, senior to the Company’s Common Stock. See the Current Report on Form 8-K filed with the SEC on March 21, 2025 for the description of the terms of the Series A Preferred Stock.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The investment in the Company’s securities discussed in this Current Report on Form 8-K involves the offer and sale of securities in a Private Placement that will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be subject to the resale restrictions under the Securities Act. Such securities may not be offered or sold absent registration or an applicable exemption from registration. This Current Report on Form 8-K does not constitute an offer to s…

Chief Executive Officer and President and Chief Executive Officer of the Bank — David Lowery: Mr. Lowery is resigning to pursue other opportunities.

Entry into a Material Definitive Agreement. Securities Purchase Agreements On March 20, 2025, Patriot National Bancorp, Inc. (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…