Sec Form 4 Filing - Sugarman Steven @ PATRIOT NATIONAL BANCORP INC - 2025-07-03

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 and CEO (Last) (First) (Middle) C/O PATRIOT NATIONAL BANCORP, INC., 900 BEDFORD STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/03/2025 (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

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 ( 1 ) ( 3 ) 07/03/2025 C( 1 )( 3 ) 19,167 ( 1 )( 3 ) ( 1 )( 3 ) Non-Voting Common Stock 1,533,333 ( 1 ) ( 3 ) 0 I By Steven and Ainslie Sugarman Living Trust ( 4 ) Non-Voting Common Stock ( 1 ) ( 3 ) 07/03/2025 C( 1 )( 3 ) 1,533,333 ( 1 )( 3 ) ( 1 )( 3 ) Voting Common Stock 1,533,333 ( 1 ) ( 3 ) 1,533,333 I By Steven and Ainslie Sugarman Living Trust ( 4 ) Series A Preferred Stock ( 2 ) ( 3 ) 07/03/2025 C( 2 )( 3 ) 5,833 ( 2 )( 3 ) ( 2 )( 3 ) Non-Voting Common Stock 466,667 ( 2 ) ( 3 ) 0 I By Steven and Ainslie Sugarman Living Trust ( 4 ) Non-Voting Common Stock ( 2 ) ( 3 ) 07/03/2025 C( 2 )( 3 ) 466,667 ( 2 )( 3 ) ( 2 )( 3 ) Voting Common Stock 466,667 ( 2 ) ( 3 ) 466,667 I By Steven and Ainslie Sugarman Living Trust ( 4 )

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 and CEO Signatures /s/ Steven Sugarman 07/08/2025 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 the Issuer's voting common stock, par value $0.01 per share ("Voting Common Stock"), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Issuer's 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, 19,167 shares of Series A Preferred Stock, convertible into 1,533,333 shares of Voting Common 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 issued and outstanding voting securities of the Issuer. ( 2 )The Trust was also issued 5,833 shares of Series A Preferred Stock, convertible into 466,667 shares of Voting Common Stock, as a reimbursement of the Reporting Person's 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 issued and outstanding voting securities of the Issuer. ( 3 )On July 3, 2025, all issued and outstanding shares of Series A Preferred Stock automatically converted into shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), of the Issuer, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer. Series A Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Voting Common Stock, subject to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, including the limitation that no holder of Non-Voting Common Stock has the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the issued and outstanding voting securities of the Issuer. Voting Common Stock has no expiration date. ( 4 )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.

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