UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): August 20, 2025~~1934

Date of Report (Date of earliest event reported): August 29, 2025

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut		000-29599		06-1559137
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

900 Bedford Street

Stamford, Connecticut 06901

(Address of Principal Executive Offices) (Zip Code)

(203) 252-5900

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PNBK		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

Patriot National Bancorp, Inc. (the “Company”) entered into a stock purchase agreement and a separate warrant purchase agreement (collectively, the “Purchase Agreements”), ~~Dismissal~~both dated as of ~~Independent~~August ~~Registered~~29, ~~Public~~2025, ~~Accounting~~with ~~Firm~~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 of the Company’s common stock, $0.01 par value per share (the “Shares” or the “Common Stock”). 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”) described in the warrant purchase agreement and the prospectus supplement below, the Non-Voting Common Stock may be exchanged for shares of Voting Common Stock (such Non-Voting Common Stock or Voting Common Stock, the “Warrant Shares”). The Shares, the Warrants and the underlying Warrant Shares are collectively referred to as the “Securities.” 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 Warrant Share, subject to increase to as much as $1.685 per Warrant Share under certain conditions described in the Warrant Purchase Agreement. The proceeds from the Offering, prior to deducting the estimated offering expenses, are expected to be approximately $25.6 million. Estimated offering expenses are $250,000.

The ~~Audit~~Company ~~Committee~~intends ~~(the~~to ~~“Committee”)~~use of the ~~Board~~proceeds of ~~Directors~~this ofOffering ~~Patriot National Bancorp, Inc. (the “Company”) recently conducted a selection process~~ for ~~the~~general ~~Company’s~~corporate ~~independent public accounting firm for the year ending December 31~~purposes, ~~2025.~~which Asmay ainclude ~~result~~capital ~~of this process~~expenditures, onworking ~~August 22~~capital, ~~2025,~~debt ~~the Company engaged Baker Tilly US~~repayment, ~~LLP~~and/or ~~(“Baker~~general ~~Tilly”)~~and toadministrative ~~serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025~~expenses. ~~The engagement of Baker Tilly was approved by the Committee.~~

AsThe aPurchase ~~result,~~Agreements ~~the~~contain ~~Company~~customary ~~ended~~representations, ~~RSM~~warranties USand ~~LLP’s~~agreements ~~(“RSM”)~~by ~~engagement as~~ the Company’s, ~~independent~~and ~~registered~~customary ~~public~~conditions ~~accounting~~to ~~firm on August 22, 2025~~closing. ~~The~~No ~~decision~~underwriter toor ~~dismiss~~placement ~~RSM~~agent ~~was~~participated ~~also~~in ~~approved by~~ the ~~Committee~~Offering.

The ~~reports~~Shares ofand ~~RSM~~Warrants onare ~~the~~being ~~Company’s~~offered ~~consolidated~~and ~~financial~~sold ~~statements~~pursuant asto ofa prospectus supplement dated September 2, 2025 and ~~for~~an accompanying base prospectus that form a part of the ~~fiscal~~registration ~~years~~statement ~~ended~~on ~~December~~Form ~~31,~~S-3 ~~2024~~filed with the U.S. Securities and ~~2023~~Exchange ~~did~~Commission, ~~not~~which ~~contain~~became ~~any~~effective ~~adverse~~on ~~opinion~~May or22, a2025 ~~disclaimer~~(File No. 333-287283). The closing of ~~opinion~~the ~~and~~Offering ~~were~~is ~~not~~expected ~~qualified~~to take place on or ~~modified~~about asSeptember to3, ~~uncertainty~~2025, ~~audit~~subject ~~scope,~~to orthe ~~accounting~~satisfaction ~~principle~~of customary closing conditions.

~~During~~The foregoing description of the ~~fiscal~~Purchase ~~years~~Agreements ~~ended~~does ~~December~~not ~~31,~~purport ~~2024~~to ~~and~~be ~~2023,~~complete and ~~the~~is ~~subsequent~~qualified ~~interim~~in ~~periods~~its ofentirety by reference to the ~~Company~~full ~~through~~text ~~August~~of ~~22,~~this ~~2025~~document, ~~there~~a ~~have~~copy ~~been~~of nowhich ~~(i)~~is ~~“disagreements”~~attached ~~(as~~to ~~defined~~this inCurrent ~~Item~~Report ~~304(a)(1)(iv)~~on ofForm ~~Regulation S~~8-K ~~and~~as ~~the~~Exhibit ~~rules~~10.1, and ~~regulations~~incorporated ofby ~~the~~reference Uherein.S. ~~Securities~~A ~~and~~copy ~~Exchange~~of ~~Commission (~~the ~~“SEC”))~~opinion ~~with RSM on any matter~~ of ~~accounting~~Michelman ~~principles~~& orRobinson ~~practices~~LLP, ~~financial~~relating ~~statement~~to ~~disclosure~~the orShares ~~reviewing~~is ~~scope~~attached oras ~~procedure,~~Exhibit or5.1 ~~(ii)~~to ~~“reportable~~this ~~events”~~Current ~~(as~~Report ~~defined~~on inForm ~~Item 304(a)(1)(v) of Regulation S~~8-K).

~~The~~Item Company has authorized RSM to respond fully to any inquiries of the Company’s new independent registered public accounting firm, Baker Tilly, relating to its engagement as the Company’s independent registered public accounting firm9.01 ~~The~~Financial ~~Company~~Statements ~~provided RSM with a copy of the disclosures it is making in this Current Report on Form 8-K~~ and ~~requested that RSM furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree~~Exhibits. ~~A copy of the letter provided by RSM, dated August 26, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.~~

(bd) ~~Appointment of New Independent Registered Public Accounting Firm~~Exhibits.

The Audit Committee approved the appointment of Baker Tilly as the Company’s new independent registered public accounting for the fiscal year ending December 31, 2025, beginning with the fiscal quarter ending September 30, 2025, with immediate effect. During the fiscal years ended December 31, 2024 and 2023, and the subsequent interim periods through August 22, 2025, neither the Company, nor anyone on its behalf, consulted Baker Tilly regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by Baker Tilly that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Exhibit No.	Description

5.1	Opinion of Michelman & Robinson, LLP.

10.1	Form of Stock Purchase Agreement, dated as of August 29, 2025, by and among Patriot National Bancorp , Inc. and the Investors.

10.2	Form of Warrant Purchase Agreement, dated as of August 29, 2025, by and among Patriot National Bancorp , Inc. and the Investors.

10.3	Form of Warrant, dated as of August 29, 2025, by and among Patriot National Bancorp , Inc. and the Investors.

23.1	Consent of Michelman & Robinson, LLP (included in Exhibit 5.1)

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Item~~Forward-Looking ~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Statements

~~Approval~~This Current Report on Form 8-K includes “forward-looking statements” within the meaning of ~~Compensation~~the Private Securities Litigation Reform Act of 1995 regarding the Company’s plans, objectives, goals, strategies, business plans, future events or performance. Words such as “anticipates," “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to ~~Directors~~identify these forward-looking statements.

OnBecause ~~August~~forward-looking 20statements relate to future results and occurrences, ~~2025~~they are subject to inherent risks, ~~the~~uncertainties, ~~Board~~changes ofin ~~Directors~~circumstances and other factors that are difficult to predict. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on the Company’s ~~(the~~current ~~“Board”)~~beliefs, expectations and ~~the~~assumptions ~~Board~~regarding ofits ~~Directors~~business, ofplans ~~Patriot~~and ~~Bank~~strategies, ~~N.A.~~projections, ~~(the~~anticipated ~~“Bank~~events ~~Board”)~~and trends, the ~~wholly-owned~~economy ~~subsidiary~~and ofother future conditions. Many possible events or factors could affect the Company’s ~~(the~~future ~~“Bank”)~~financial results and performance and could cause its actual results, ~~upon~~performance ~~recommendation~~or ofachievements ~~the~~to ~~Compensation~~differ ~~and~~materially ~~Nomination~~from ~~Committees~~any ofanticipated ~~each~~results ofexpressed ~~the~~or ~~Company~~implied by such forward-looking statements. Such risks and ~~the~~uncertainties ~~Bank~~include, ~~approved~~among others: risks and uncertainties associated with market conditions, the ~~issuance~~satisfaction of ~~following~~customary ~~compensation~~closing conditions related to the ~~directors~~Offering ofand other risks as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the ~~Bank:~~Securities and Exchange Commission.

~~•Each~~Given ~~independent~~these ~~director~~factors, you should not place undue reliance on these forward-looking statements. All information set forth in this Current Report on Form 8-K is as of the ~~Company~~date ~~shall~~of bethis ~~awarded~~Form ~~annual~~8-K. ~~cash~~The ~~compensation~~Company ofundertakes ~~$50,000,~~no ~~and~~duty anor ~~annual~~obligation ~~grant~~to ofupdate ~~restricted~~any ~~stock~~forward-looking ~~units~~statements ~~with~~contained ain ~~grant~~this ~~date~~Form ~~value~~8-K, whether as a result of ~~$75~~new information,~~000,~~ ~~provided~~future ~~the~~events ~~initial~~or ~~grant~~changes ~~date~~in ~~shall~~its beexpectations ~~July~~or 1otherwise, ~~2025;~~except as may be required by applicable law.

•Each independent director of the Bank shall be awarded annual cash compensation of $20,000, and an annual grant of restricted stock units with a grant date value of $25,000, provided the initial grant date shall be July 1, 2025;

•The Chairs of the committees of the Board and Bank Board shall be awarded additional cash compensation according to the following schedule commencing July 1, 2025:

Audit Committee	$	15,000
Compensation, Nominating and Governance Committee	$	5,000
Strategic and Executive Committee	$	5,000
Enterprise Risk and Compliance Committee	$	10,000
Enterprise Risk and Compliance Committee - Credit Sub Committee	$	10,000
Community Development Committee	$	5,000

Appointment of the Chairman of the Board

On August 20, 2025, the Board appointed Steven Sugarman, the current President and Chief Executive Officer of the Company, as the Chairman of the Board, effective as of October 1, 2025. Mr. Sugarman’s biographical information and information related to his compensation and related party transactions have been previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2025 and the Company’s definitive proxy statement filed with the SEC on May 27, 2025, and such information is incorporated herein by reference.

In connection with the appointment of Mr. Sugarman, the Board accepted Mr. Michael Carrazza’s resignation as the Chairman of the Board, effective as of October 1, 2025, and appoints Mr. Carrazza as Chair Emeritus. The Board thanks Mr. Carrazza for his service and Mr. Carrazza will continue to serve as a Director of the Company.

Appointment of Lead Independent Director

On August 20, 2025, the Board appointed Anahit Magzanyan, an Independent Director of the Company, as the Lead Independent Director, effective as of October 1, 2025. Ms. Magzanyan’s biographical information has been previously disclosed in the Company’s definitive proxy statement filed with the SEC on May 27, 2025, and such information is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

16.1						Letter of RSM US LLP to the Securities and Exchange Commission dated August 26, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PATRIOT NATIONAL BANCORP, INC.		~~PATRIOT NATIONAL BANCORP, INC.~~
August 26, 2025			By:	/s/ Carlos P. Salas
September 2, 2025	By:	/s/ Carlos P. Salas
			Name:	Carlos P. Salas
		Carlos P. Salas
			Title:	Chief Financial Officer
		Executive Vice President and Chief Financial Officer

Filing Compare · PATRIOT NATIONAL BANCORP INC