10/30/2026 | Press release | Distributed by Public on 10/30/2026 14:43
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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 | (3) | (3) | (3) | Common Stock | (3) | 741,650(3) | 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 | 10/30/2026 | |
| **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 October 28, 2026, the Issuer's Compensation, Nominating and Governance Committee (the "Committee") granted the Reporting Person 938,857 shares of restricted stock under the Issuer's 2025 Omnibus Equity Incentive Plan. The award was valued at $800,000 based on the closing price of the Issuer's common stock on the grant date. The shares vest in full on March 31, 2027, subject to the Reporting Person's continued employment through that date. |
| (2) | 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. |
| (3) | On October 28, 2026, the Committee amended the reporting person's existing Restricted Stock Units ("RSUs") award, originally granted on April 30, 2025, to accelerate vesting as follows: (i) 333,333 RSUs became immediately vested and nonforfeitable as of October 28, 2026 (originally scheduled to vest on April 30, 2027), and (ii) the remaining 333,334 unvested RSUs will vest on May 1, 2027 (originally scheduled to vest on April 30, 2028). The Reporting Person's total RSU balance of 741,650 RSUs is unchanged and no RSUs were settled in connection with this vesting acceleration. |