NASDAQ: PNBK

In January 2025, the Bank entered into a Formal Agreement with the OCC (the “Formal Agreement”) that required the Bank to take specified actions to strengthen capital, strategic planning, governance, risk management, and other aspects of its risk, compliance and operations. The Formal Agreement has materially influenced the Bank’s activities during 2025 and is expected to continue to influence management priorities in 2026, including capital planning, remediation efforts, policy enhancements, management reporting, and the pacing and scope of business line development. The Bank’s strategic plan and capital plan were developed in part to address deficiencies identified through supervisory processes and to support the Bank’s operation in a safe and sound manner while the Formal Agreement remains in effect.

As part of this repositioning, the Bank reviewed its legacy products, exited or curtailed certain non-core activities, enhanced its enterprise risk management and reporting capabilities, and refocused its business on targeted customer segments and products that management believes are better aligned with the Bank’s risk appetite and long-term strategy.

Business Strategy

The Bank is repositioning its business model to focus on relationship-driven banking and specialized financial services for selected customer segments. As reflected in the Bank’s strategic plan, the Bank’s principal target client segments are:

•entrepreneurs, investors, business leaders, and the businesses and advisors who serve them;

•digital payments and related institutional banking clients, including program managers, financial technology companies, and payment processors; and

•underbanked but creditworthy individuals and businesses in the Bank’s market areas.

The Bank’s strategy is intended to align its products, service model, capital deployment, and risk management framework with these target segments. The Bank continues to retain certain deposit (e.g., retail) and lending relationships with legacy customers from prior to the March 2025 recapitalization (its “Legacy Business”). The Legacy Business is anticipated to reduce over time as a percentage of the Bank’s overall loans and deposits. Management’s strategic repositioning has included narrowing or eliminating certain Legacy Business, redesigning product offerings, enhancing relationship management capabilities, and investing in operational, compliance, and reporting infrastructure.

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Lending Activities

The Bank’s lending activities have been refocused on products that management believes are consistent with the Bank’s strategic direction and risk appetite. During 2025, the Bank reduced or exited certain legacy or non-core lending activities and began emphasizing a more focused set of lending programs. The strategic plan identifies commercial real estate lending, high-net-worth and business lines of credit, and rediscount or other asset-secured lending facilities among the lending activities the Bank expects to emphasize.

Commercial real estate lending is generally now focused on relationship-based originations for borrowers with established or expected deposit relationships. The Bank also seeks to offer secured and unsecured credit facilities to high-net-worth individuals, entrepreneurs, and businesses, including lines of credit that may be supported by marketable securities, real estate, business assets, or other collateral. In addition, the Bank is developing rediscount and related asset-backed financing capabilities for certain institutional and high net worth client relationships.

The Bank has also historically purchased certain loans and investment assets as part of balance sheet management and liquidity deployment. Management’s current strategy contemplates more selective use of purchased assets and investments, including residential mortgage-related assets and government, agency, and investment-grade securities, subject to capital, liquidity, concentration, and risk management considerations.

Deposit Products and Treasury Management

The Bank offers traditional deposit products for consumer and commercial customers, including demand deposits, noninterest-bearing and interest-bearing checking accounts, money market accounts, savings accounts, certificates of deposit, individual retirement accounts, and health savings accounts. The Bank also offers treasury management and transaction services, including online and mobile banking, ACH services, wire transfers, debit card services, remote deposit capture, and other cash management tools.

As part of its repositioning, the Bank is seeking to increase relationship-based deposits from target clients, including high-net-worth households, family offices, private businesses, fiduciaries, nonprofit organizations, non-depository financial institutions, and institutional clients. Management has also emphasized deposit pricing, service enhancements, and treasury management capabilities intended to support more durable and relationship-oriented funding sources.

Institutional Banking and Digital Payments

The Bank’s institutional banking activities include services provided to financial technology companies, program managers, non-depository financial institutions, lenders, and other businesses that seek a banking partner for deposits, loans, payments, transaction accounts, card-related services, treasury management, and other banking solutions. The Bank views this line of business as an important source of deposits and fee income.

Through its digital payments activities, the Bank provides or supports services such as ACH and money movement, debit and credit card program sponsorship, settlement-related services, and FDIC-insured deposit account functionality for program relationships. Because these activities can involve elevated operational, compliance, fraud, liquidity, and Bank Secrecy Act / anti-money laundering (BSA/AML) risk, the Bank is enhancing associated controls, policies, staffing, and reporting as part of its broader remediation and risk management initiatives.

Investment Securities

In the normal course of business, the Bank invests a portion of its assets in investment securities to manage liquidity, interest rate risk, and earnings. The investment portfolio may include U.S. Treasury securities, government agency securities, mortgage-backed securities, and certain investment-grade private-label securities or other permissible investments. Management’s stated strategy emphasizes liquidity, diversification, and capital preservation, while aligning investment activity with the Bank’s capital, liquidity, and interest rate risk management objectives.

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Market Area and Offices

The Bank’s branch office locations are summarized as follows:

Branch No.CityCountyState

1DarienFairfieldConnecticut

2FairfieldFairfieldConnecticut

3GreenwichFairfieldConnecticut

4MilfordNew HavenConnecticut

5NorwalkFairfieldConnecticut

6StamfordFairfieldConnecticut

7WestportFairfieldConnecticut

8ScarsdaleWestchesterNew York

In addition to its branch network, the Bank has its headquarters in Stamford, CT (separate from the Stamford branch location). The Bank also maintains a banking office in Beverly Hills, California that supports relationship development and client coverage in the Los Angeles market. This office opened in the first quarter of 2026.

The Bank’s primary historical markets are the Tri-State area of Connecticut, New York and New Jersey. The Bank also serves clients beyond its branch footprint through its relationship banking, institutional banking, and digital payments activities.

Employees

As of December 31, 2025, the Company had 107 full-time employees. None of the Company’s employees are represented by a collective bargaining agreement.

During 2025, the Company substantially reconstituted its senior management team and added personnel in key functions, including executive management, risk management, operations, finance, accounting, treasury management, technology, legal, compliance, and relationship management. Management believes these personnel changes are an important part of the Bank’s remediation and strategic repositioning efforts.

Competition

The Bank operates in a highly competitive environment and competes with national, regional, and community banks, as well as non-bank financial institutions, financial technology firms, private lenders, and other providers of financial services. Many of these competitors have substantially greater financial, technological, operational, and marketing resources than the Bank.

The Bank seeks to compete through relationship-based service, specialized deposit and lending solutions, treasury management capabilities, institutional banking services, and an operating model designed to serve targeted customer segments that management believes have banking needs that the Bank can offer with attractive risk-adjusted returns that remain unmet by their traditional banking partners.

Supervision and Regulation

The Company and the Bank are subject to extensive federal regulation, supervision and examination.

Patriot National Bancorp, Inc., as a bank holding company, is subject to regulation and supervision by the Board of Governors of the Federal Reserve under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Patriot Bank, N.A., as a national banking association, is subject primarily to regulation, supervision and examination by the OCC. The Bank’s deposits are insured by the FDIC up to applicable limits, and the Bank is also subject to certain applicable regulations of the FDIC and the Federal Reserve.

Federal banking laws and regulations affect, among other things, the scope of the Company’s and the Bank’s business, capital requirements, liquidity management, lending limits, branching, dividend payments, transactions with affiliates, consumer compliance, community reinvestment, and BSA/AML compliance. These laws and regulations are intended primarily for the

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protection of depositors, the Deposit Insurance Fund, and the banking system as a whole, rather than for the protection of shareholders.

Bank Holding Company Regulation

As a bank holding company, the Company is subject to the BHC Act and to supervision, regulation and examination by the Federal Reserve. The BHC Act limits the activities of bank holding companies and their subsidiaries and generally requires Federal Reserve approval before a bank holding company may acquire ownership or control of more than 5% of the voting shares of another bank or bank holding company, acquire substantially all of the assets of such an institution, or merge with another bank holding company, subject to certain exceptions.

The Company is also subject to Federal Reserve capital requirements and policy guidance, including policies requiring bank holding companies to serve as a source of financial and managerial strength to their subsidiary banks. In addition, the Federal Reserve has authority to restrict or prohibit certain actions of a bank holding company, including the payment of dividends, if such actions would constitute an unsafe or unsound practice or would violate law, regulation, regulatory order, or supervisory condition.

Bank Regulation

The Bank is a national bank and is subject to the supervision, regulation and examination of the OCC. The OCC has broad enforcement authority over national banks, including the power to impose restrictions, conditions, civil money penalties, and other corrective measures where warranted. The Bank is also subject to certain provisions of the Federal Reserve Act and applicable FDIC regulations and requirements.

The Bank’s operations are subject to numerous laws and regulations, including requirements relating to permissible activities, loans to one borrower, insider transactions, real estate lending standards, reserves, liquidity, fiduciary activities where applicable, information security, vendor management, and other operational and compliance matters. The Bank is also subject to laws and regulations designed to protect consumers and prohibit unfair, deceptive or abusive acts or practices, unlawful discrimination, and other improper conduct in the offering of financial products and services.

Formal Agreement

On January 17, 2025, the Bank entered into a Formal Agreement with the OCC. The Formal Agreement requires the Bank to take specified actions to strengthen capital, governance, strategic planning, risk management, internal controls, management reporting, and other aspects of its operations.

The Formal Agreement materially influenced the Bank’s activities during 2025 and is expected to continue to influence management priorities in 2026. Among other things, the Formal Agreement has affected the Bank’s remediation efforts, policy development, internal reporting, capital planning, risk management framework, and the pacing and scope of certain business initiatives. The Bank’s strategic plan, capital plan, and various governance and risk management enhancements were developed or implemented in part in response to supervisory requirements and related remediation efforts.

Failure to satisfy the requirements of the Formal Agreement, or to otherwise address supervisory concerns in a timely and satisfactory manner, could result in additional supervisory or enforcement actions, restrictions on the Bank’s activities, or other adverse consequences. For additional information regarding risks relating to the Formal Agreement and related supervisory matters, see “