Patriot National Bancorp (PNBK) filing details Sugarman group’s 9.49% stake

Rhea-AI Filing Summary

Patriot National Bancorp’s major shareholders updated their ownership disclosure in this amended Schedule 13D. Steven Sugarman, his spouse Ainslie Sugarman and their living trust now report beneficial ownership of 11,109,021 shares of voting common stock, representing 9.49% of the company’s voting shares as of March 25, 2026.

The filing details several equity events, including automatic conversion of 25,000 shares of Series A preferred into 2,000,000 non-voting shares, later converted into 2,000,000 voting shares. It also describes 4,049,593 restricted stock units vesting into 2,089,043 shares, with 1,960,550 shares withheld for taxes, and notes an agreement capping Sugarman’s beneficial ownership at 9.99% of outstanding voting securities.

Insights

Equity ownership and governance analyst

Amended filing clarifies Sugarman group’s 9.49% stake and equity conversions in Patriot National Bancorp.

The amendment shows the Sugarman family and their trust beneficially own 11,109,021 shares of voting common stock, or 9.49% of Patriot National Bancorp’s 117,085,715 voting shares outstanding as of March 25, 2026. Control remains below the 9.99% cap agreed with the issuer.

Key mechanics include conversion of 25,000 Series A preferred shares into 2,000,000 non-voting shares and then into voting shares, plus vesting of 4,049,593 RSUs into 2,089,043 shares with 1,960,550 shares withheld for taxes. Additional RSU grants totaling 1,699,958 units are excluded from current beneficial ownership.

The combination of non-voting stock structure, RSU-based compensation and a contractual 9.99% beneficial ownership limit reflects a design that allows significant economic exposure and leadership alignment while staying under bank regulatory control thresholds. Future ownership changes will depend on additional RSU vesting and any further conversions within this cap.

Key Figures

Beneficial ownership: 11,109,021 shares Ownership percentage: 9.49% Shares outstanding: 117,085,715 shares +5 more

8 metrics

Beneficial ownership 11,109,021 shares Voting common stock beneficially owned by reporting persons

Ownership percentage 9.49% Percent of Patriot National voting common stock as of March 25, 2026

Shares outstanding 117,085,715 shares Voting common stock outstanding as of March 25, 2026, including 2,089,043 new shares

Preferred to non-voting conversion 25,000 preferred → 2,000,000 non-voting shares Automatic conversion on July 3, 2025

Non-voting to voting conversion 2,000,000 shares Non-voting common converted into voting common on October 20, 2025

Total RSUs granted 5,749,551 RSUs Aggregate RSUs held by Steven Sugarman under employment agreement

RSUs vested into shares 2,089,043 shares Shares delivered on March 25, 2026 from 4,049,593 RSUs

Shares withheld for taxes 1,960,550 shares Shares withheld upon RSU vesting to cover tax obligations

Key Terms

Non-Voting Common Stock, restricted stock units, Amended and Restated Certificate of Incorporation, beneficial owner, +1 more

5 terms

Non-Voting Common Stock financial

"2,000,000 shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), of the Issuer"

A non-voting common stock is an ownership share in a company that gives holders the same economic rights as regular shares—such as claiming a portion of profits and benefiting from price gains—but does not give the holder the right to vote on corporate decisions. Think of it like owning a seat on a train that shares the ride’s benefits but not the ability to steer the engine; investors care because it affects their influence over management, potential control disputes, and sometimes the stock’s price or attractiveness.

restricted stock units financial

"Steven Sugarman holds an aggregate of 5,749,551 restricted stock units ("RSUs") granted pursuant to an Employment Agreement"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Amended and Restated Certificate of Incorporation regulatory

"pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

beneficial owner regulatory

"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)"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"The Reporting Persons are filing this Amendment to report the transactions set forth in the second paragaph of Item 3 above"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

PATRIOT NATIONAL BANCORP INC

(Name of Issuer)

(Voting) Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

70336F203

(CUSIP Number)

Steven Sugarman
900 Bedford Street,
Stamford, CT, 06901
(203) 252-5900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/25/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 70336F203

1

Name of reporting person

Sugarman Steven

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,109,021.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,109,021.00

11

Aggregate amount beneficially owned by each reporting person

11,109,021.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* This amount does not include (i) 552,927 restricted stock units granted effective as of July 1, 2025, and (ii) 1,147,031 restricted stock units granted effective as of October 1, 2025,which the Reporting Person received pursuant to an employment agreement by and between the Reporting Person and the Issuer, which are subject to vesting (see Item 3 for more inforamtion). Pursuant to agreement with the Issuer, Mr. Sugarman's beneficial ownership of the Issuer's stock shall not be more than 9.99% of the number of shares of its voting securities issued and outstanding.

SCHEDULE 13D

CUSIP Number(s): 70336F203

1

Name of reporting person

Steven and Ainslie Sugarman Living Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,109,021.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,109,021.00

11

Aggregate amount beneficially owned by each reporting person

11,109,021.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 70336F203

1

Name of reporting person

Ainslie Sugarman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,109,021.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,109,021.00

11

Aggregate amount beneficially owned by each reporting person

11,109,021.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: (Voting) Common Stock, Par Value $0.01 Per Share
(b)	Name of Issuer: PATRIOT NATIONAL BANCORP INC
(c)	Address of Issuer's Principal Executive Offices: 900 BEDFORD ST, 900 BEDFORD ST, STAMFORD, CONNECTICUT , 06901.
Item 1 Comment: This Amendment No. 3 to Schedule 13D (the "Amendment") is being filed to update and supplement information set forth in Amendemnt No. 1 to Schedule 13D filed with the Securities and Exchange Commission on July 8, 2025 ("Schedule 13D/A1") and Amendment No. 2 filed on October 23, 2025 ("Schedule 13D/A2") by Steven and Ainslie Sugarman Living Trust, a revocable living trust for the benefit of Steven Sugarman and Ainslie Sugarman (the "Trust"), as well as Steven Sugarman, President and Chief Executive Officer and director of the Issuer, and his spouse, Ainslie Sugarman, as trustees of the Trust (collectively, the "Reporting Persons" and each a "Reporting Person"). Except as updated and supplemented herein, the information set forth in Schedule 13D/A2 remains unchanged and in full force and effect. All capitalized terms contained herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in Schedule 13D/A2. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 3, 2025, 25,000 shares of Series A Preferred Stock previously issued to the Trust automatically converted into 2,000,000 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. Each share of Non-Voting Common Stock is convertible into one share of voting common stock of the Issuer, par value $.01 per share ("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. On October 20, 2025, Steven and Ainslie Sugarman Living Trust (the "Trust") converted 2,000,000 Non-Voting Common Stock into 2,000,000 shares of Voting Common Stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation. No consideration was paid in connection with the conversion. Additionally, Steven Sugarman holds an aggregate of 5,749,551 restricted stock units ("RSUs") granted pursuant to an Employment Agreement between Steven Sugarman and the Issuer. The RSU grants are as follows: (i) 4,049,593 RSUs granted effective as of March 20, 2025 (see below for more information), (ii) 552,927 RSUs granted effective as of July 1, 2025, and (iii) 1,147,031 RSUs granted effective as of October 1, 2025. On March 25, 2026, upon the expiration of the restricted period on 4,049,593 RSUs granted to Mr. Sugarman on March 20, 2025, 2,089,043 shares of the Issuer's common stock were delivered to Mr. Sugarman, with 1,960,550 shares withheld to cover the reporting person's tax obligations in connection with the vesting of the RSUs in accordance with the Issuer's tax withholding policy and applicable tax withholding requirements. The shares reported in this filing do not include the 552,927 RSUs and 1,147,031 RSUs granted pursuant to Mr. Sugarman's Employment Agreement disclosed above. Pursuant to agreement with the Issuer, Mr. Sugarman's beneficial ownership of the Issuer's stock shall not be more than 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.
Item 4.	Purpose of Transaction
	The Reporting Persons are filing this Amendment to report the transactions set forth in the second paragaph of Item 3 above. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the form of Schedule 13D, except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.
Item 5.	Interest in Securities of the Issuer
(a)	11,109,021
(b)	9.49% (1) _______________ (1) The percentage is based upon 117,085,715 shares of Voting Common Stock outstanding as of the close of business on March 25, 2026 (taking into account the new issuance of 2,089,043 shares).
(c)	Not applicable.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Sugarman Steven

Signature:	/s/ Steven Sugarman
Name/Title:	Steven Sugarman
Date:	03/31/2026

Steven and Ainslie Sugarman Living Trust

Signature:	/s/ Steven Sugarman
Name/Title:	Steven Sugarman Trustee
Date:	03/31/2026

Ainslie Sugarman

Signature:	/s/ Ainslie Sugarman
Name/Title:	Ainslie Sugarman
Date:	03/31/2026

FAQ

How many Patriot National Bancorp (PNBK) shares does the Sugarman group beneficially own?

The Sugarman group reports beneficial ownership of 11,109,021 shares of Patriot National Bancorp voting common stock. This stake represents 9.49% of the company’s 117,085,715 voting shares outstanding as of March 25, 2026, including recently issued shares from vested restricted stock units.

What percentage of Patriot National Bancorp (PNBK) does Steven Sugarman’s group control?

The filing states the Sugarman group beneficially owns 9.49% of Patriot National Bancorp’s voting common stock. This percentage is calculated based on 117,085,715 voting shares outstanding as of March 25, 2026, and reflects both direct holdings and trust-held shares reported in the Schedule 13D/A.

How did Series A preferred stock convert into Patriot National Bancorp (PNBK) common shares?

On July 3, 2025, 25,000 shares of Series A preferred automatically converted into 2,000,000 shares of non-voting common stock. On October 20, 2025, the Sugarman living trust converted those 2,000,000 non-voting shares into 2,000,000 voting common shares under the company’s Amended and Restated Certificate of Incorporation.

What restricted stock unit (RSU) grants does Steven Sugarman hold in Patriot National Bancorp (PNBK)?

Steven Sugarman holds 5,749,551 RSUs under his employment agreement. These consist of 4,049,593 RSUs effective March 20, 2025, 552,927 RSUs effective July 1, 2025, and 1,147,031 RSUs effective October 1, 2025, with some already vested into shares and others still subject to vesting conditions.

What happened when Steven Sugarman’s March 2025 RSUs vested at Patriot National Bancorp (PNBK)?

On March 25, 2026, 4,049,593 RSUs granted March 20, 2025, vested. Of these, 2,089,043 shares of common stock were delivered to Steven Sugarman, while 1,960,550 shares were withheld to satisfy tax obligations under the company’s tax withholding policy and applicable tax requirements.

Is there a cap on Steven Sugarman’s beneficial ownership in Patriot National Bancorp (PNBK)?

Yes. Under an agreement with the issuer, Steven Sugarman’s beneficial ownership cannot exceed 9.99% of Patriot National Bancorp’s outstanding voting securities. This cap is intended to ensure compliance with Federal Reserve Board regulations relating to bank control while permitting substantial equity participation.