05/04/2026 | Press release | Distributed by Public on 05/04/2026 13:53
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 | 04/30/2026 | M(1) | 333,333 | 04/30/2026 | 04/30/2026 | Common Stock | 333,333 | $ 0 | 666,667 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Salas Carlos P C/O PATRIOT NATIONAL BANCORP, INC. 900 BEDFORD STREET STAMFORD, CT 06901 |
X | EVP & Chief Financial Officer | ||
| /s/ Carlos P. Salas | 05/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On April 30, 2025, the Reporting Person was granted Restricted Stock Units ("RSUs") equal to 1,000,000 shares of Common Stock of the Issuer, which will vest over three years (333,333 shares, 333,333 shares, and 333,334 shares respectively as of April 30, 2026, 2027 and 2028). On April 30, 2026, the first installment of 333,333 RSUs vested and settled and the Issuer delivered shares of Common Stock in settlement thereof. No consideration was paid by the Reporting Person in connection with the settlement. |
| (2) | Represents 121,776 shares of Common Stock withheld by the Issuer upon settlement of the RSUs to satisfy the Reporting Person's applicable tax withholding obligations. The shares were withheld at a price of $1.23 per share, representing the closing price of the Issuer's Common Stock on April 30, 2026. The withheld shares were not delivered to the Reporting Person. |
| (3) | HECA Management LLC ("HECA Management") purchased the securities described herein as part of the $57.75 million private placement of the Issuer that was completed on March 20, 2025. The Reporting Person is the managing member of HECA Management and is deemed to hold sole voting and dispositive power over the securities held by HECA Management. |