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Get filing alertsPNBK adds severance and change-of-control protections for CEO and three executives
Filed April 28, 2026 · Period ending April 24, 2026 · ~1 min read
Key Changes
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Company amended employment agreements for CEO Sugarman, CFO Salas, and two other executives to add severance packages including cash multiples of compensation, prorated bonuses, continued health benefits, and accelerated equity vesting if terminated without cause or after a change of control.
Item 5.02 verify on EDGAR → -
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Severance packages include provisions to limit payments that would trigger golden parachute excise taxes, suggesting potential payouts could approach or exceed three times base compensation for covered executives.
Item 5.02 verify on EDGAR → -
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Company entered into standard indemnification agreements with five directors covering legal expenses and liabilities from board service, subject to good faith and lawful conduct requirements.
Item 1.01 verify on EDGAR →
Summary
Patriot National Bancorp amended employment agreements for four senior executives on April 24, 2026, adding comprehensive severance and change-of-control provisions that take effect April 26. The changes cover CEO Steven Sugarman, CFO Carlos Salas, Chief Risk Officer Angie Miranda, and Chief Credit Officer William Paul Simmons.
The new provisions establish multi-component severance packages including cash payments based on compensation multiples, prorated bonuses, health benefit continuation, and accelerated equity vesting. Retail investors should note this represents a material enhancement to executive retention and protection that could increase future compensation expenses if triggered by terminations or a change of control.
The inclusion of golden parachute tax limitations suggests the packages are substantial. The coordinated timing across all four executives indicates a deliberate governance decision, possibly in anticipation of strategic changes or to retain key talent. Separately, the company formalized standard director indemnification agreements with five board members. Watch for any announcements regarding strategic alternatives, acquisition discussions, or executive departures that might trigger these newly established severance provisions and their associated costs.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
On April 27, 2026, Patriot National Bancorp, Inc. (the “Company”) entered into indemnification agreements (the “Indemnification Agreements”) with each of Anahit Magzanyan, Jonathan Roth, Mario De Tomasi, Carlos P. Salas, and Jeffrey Seabold (collectively, the “Directors”), in connection with their service as directors of the Company.
The Company formalized indemnification agreements with five directors on April 27, 2026. These agreements protect directors from personal liability for expenses and legal costs arising from their board service, subject to good faith and lawful conduct standards. This is a standard governance practice to attract and retain qualified directors.
Added in current filing · verify on EDGAR →
Pursuant to the Indemnification Agreements, the Company agreed to indemnify each Director for expenses incurred in connection with any proceeding arising from or related to the Director’s service to the Company, including in cases where the Director has been wholly successful on the merits or otherwise in the defense of such proceeding, and, in other cases, provided that the Director conducted himself/herself in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and in the case of criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful.
The indemnification covers legal expenses from proceedings related to director service. Directors receive full indemnification when they successfully defend themselves, and conditional indemnification in other cases if they acted in good faith and believed their conduct served the Company's interests. Criminal proceedings require the director had no reason to believe their conduct was unlawful.
Added in current filing · verify on EDGAR →
The Indemnification Agreements also provide for advancement of expenses to each Director to the fullest extent permitted by the Company’s Certificate of Incorporation, Amended and Restated Bylaws and/or applicable law, including, but not limited to, the Connecticut Business Corporation Act and 12 C.F.R. Part 359.
The agreements allow the Company to advance legal expenses to directors before proceedings conclude, subject to limits in corporate documents and Connecticut law plus federal banking regulations. This helps directors defend themselves without immediate out-of-pocket costs.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 24, 2026, the Company, entered into addenda effective April 26, 2026 (each, an “Addendum”, and collectively, the “Addenda”) to the employment agreements with each of Steven A. Sugarman, Carlos P. Salas, Angie Miranda and William Paul Simmons in their capacities as the Company’s President (and President and Chief Executive Officer of the Bank), Chief Financial Officer (and Chief Financial Officer of the Bank), Chief Risk Officer (and Chief Risk Officer of the Bank), and Chief Credit Officer (and Chief Credit Officer of the Bank), respectively (collectively, the “Employment Agreements”). Each Addendum amends the respective Employment Agreements to include compensation and benefits payable upon specified termination events, including termination without cause or for good reason and in connection with a change of control.
The company amended employment agreements for its President/CEO, CFO, Chief Risk Officer, and Chief Credit Officer to add new severance and change-of-control provisions. These amendments establish compensation and benefits payable if executives are terminated without cause, resign for good reason, or leave in connection with a change of control. The addenda were approved by the Compensation Committee and Board of Directors.
Added in current filing · verify on EDGAR →
The severance provisions in each Addendum include cash payments based on a multiple of each executive’s compensation, payment of accrued and pro rata bonus amounts, continued health benefits for a specified period, and accelerated vesting of equity awards.
The severance packages include multiple components: cash payments calculated as a multiple of base compensation, accrued and prorated bonuses, continuation of health benefits for a defined period, and accelerated vesting of equity awards. This represents a material enhancement to executive retention and protection provisions that could impact future compensation expenses if triggered.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Addendum to Employment Agreement, effective as of April 26, 2026, by and between Patriot National Bancorp, Inc. and Steven A. Sugarman
The company executed an addendum to the employment agreement with Steven A. Sugarman, effective April 26, 2026. The 8-K does not disclose the specific terms or changes contained in the addendum, only that it was entered into and filed as an exhibit.
Added in current filing · verify on EDGAR →
Addendum to Employment Agreement, effective as of April 26, 2026, by and between Patriot National Bancorp, Inc. and Carlos P. Salas
The company executed an addendum to the employment agreement with CFO Carlos P. Salas, effective April 26, 2026. The specific terms are not disclosed in the 8-K body but would be contained in the filed exhibit.
Added in current filing · verify on EDGAR →
Addendum to Employment Agreement, effective as of April 26, 2026, by and between Patriot National Bancorp, Inc. and Angie Miranda
The company executed addenda to employment agreements with two additional executives, Angie Miranda and Willim Paul Simmons, both effective April 26, 2026. All four addenda were executed on the same date, suggesting coordinated changes to executive compensation or terms across senior management.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify