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Management s Discussion and Analysis of Financial Condition Results of Operations 21 ITEM 7A.
Form 10-K Summary 107 SIGNATURES 108 Safe Harbor Statement Under Private Securities Litigation Reform Act of 1995 This Annual Report on Form 10-K contains statements that relate to future events and expectations and, as such, constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.
(exclusive of its subsidiaries, PNBK or the Holding Company ) is a Connecticut corporation and a registered bank holding company.
The Holding Company s principal asset is Patriot Bank, N.A., a national banking association headquartered in Stamford, Connecticut (the Bank ) and its other wholly owned subsidiaries are Patriot National Statutory Trust I and PinPat Acquisition Corporation (collectively with PNBK and Bank, the Company , we , us , or our ).
The Bank, a member of the Federal Reserve System (the Federal Reserve ), operates under a national bank charter issued by the Office of the Comptroller of the Currency ( OCC ), and its deposits are insured by the Federal Deposit Insurance Corporation ( FDIC ) up to applicable limits.
The Company s common stock is listed on the Nasdaq Global Market under the symbol PNBK.
As of December 31, 2025, the Company s only material operating business is the ownership and operation of the Bank.
The Bank commenced operations in 1994 and, as of December 31, 2025, operated eight branch offices, including seven branches in Connecticut and one branch in New York.
In addition to its branch network, the Bank serves clients through relationship-based banking, treasury management, institutional banking, and digital banking channels.
2025 Transformation and Strategic Repositioning During 2025, the Company undertook a substantial transformation of its capital structure, governance, management team, and business strategy.
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Management s Discussion and Analysis - Financial Condition Results of Operations 19 ITEM 7A.
(the Company or PNBK ), a Connecticut corporation, is a one-bank holding company for Patriot Bank, N.A, a national banking association headquartered in Stamford, Fairfield County, Connecticut (the Bank ) (collectively, Patriot ).
The Bank received its charter and commenced operations as a national bank on August 31, 1994.
The Bank has a total of eight branch offices comprised of seven branch offices located in Fairfield and New Haven Counties, Connecticut and one branch office located in Westchester County, New York as of December 31, 2024.
On March 11, 2003, the Company formed Patriot National Statutory Trust I (the Trust ) for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures issued by the Company.
The Company primarily invested the funds from the issuance of the debt in the Bank.
On March 20, 2025, the Company entered into (i) securities purchase agreements (the Co-Lead Investors Agreements ) with its President and director, Steven Sugarman (the Lead Party ), and three co-lead investors (the Co-Lead Investors ), and (ii) securities purchase agreements (the Purchasers Agreements , and together with the Co-Lead Investors Agreements, the Securities Purchase Agreements ) with other accredited investors (collectively, and together with the Co-Lead Investors and the Lead Party, the Purchasers ).
Also on March 20, 2025, the Company completed a $57.75 million private placement of: (i) shares of the Company s common stock, par value $0.01 per share ( Common Stock ), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Company s preferred stock, no par value per share, designated as Series A Non-Cumulative Perpetual Convertible Preferred Stock (the Series A Preferred Stock ), with a liquidation preference of $60 per share (the Private Placement ).
The Private Placement included the issuance of: (i) 60,400,106 shares of Common Stock, and (ii) 90,832 shares of Series A Preferred Stock, convertible, in the aggregate, into 7,266,560 shares of Common Stock.
In addition, as part of the Private Placement, on March 20, 2025, the Company s amendments to (i) 6.25% Fixed to Floating Subordinated Note due June 30, 2028 (the Subordinated Note ), and (ii) 8.5% Fixed Rate Senior Notes Due 2026 (the Senior Notes and together with the Subordinated Note, the Notes ) became effective and noteholders converted approximately $7.0 million of the aggregate principal amount of the Notes into 9,333,334 shares of Common Stock.