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NASDAQ: PNBK PATRIOT NATIONAL BANCORP INC 8-K

Patriot National Bancorp exits OCC enforcement order, expects $5M+ cost savings

Filed July 1, 2026 · Period ending July 1, 2026 · ~2 min read

5 key changes 3 high relevance 4 sections

Key Changes

  • high

    OCC terminated Patriot Bank's Formal Agreement on June 30, 2026, removing regulatory restrictions in place since January 2025 and restoring operational flexibility for growth initiatives.

    Item 7.01 — Regulation FD Disclosure verify on EDGAR →
  • high

    Company expects sharp decline in remediation costs exceeding $5 million annually (consultants, auditors, advisors, incremental staffing) plus reduced regulatory and FDIC fees, improved wholesale funding access, and restored Federal Reserve primary credit window access.

    Exhibit 99.2 view on EDGAR →
  • high

    Bank grew assets from $1.1 billion to $1.3 billion in H1 2026 with new loan originations exceeding $40 million monthly at ~7% yield; management estimates growing to $2 billion assets could generate $1 million additional monthly net income.

    Exhibit 99.2 view on EDGAR →
  • medium

    Board decided against reverse stock split, citing Formal Agreement termination, completion of Russell index reconstitution (which forced passive fund sales of ~8 million shares June 26), and opportunities to increase tangible book value.

    Exhibit 99.2 view on EDGAR →
  • medium

    Company off-boarded legacy clients failing risk and compliance standards, including one that filed bankruptcy after losing warehouse funding, reducing near-term profitability and non-interest income.

    Exhibit 99.2 view on EDGAR →

Summary

Patriot National Bancorp announced a significant regulatory milestone: the OCC terminated the Formal Agreement that had constrained its subsidiary bank since January 2025. The OCC stated the bank's safety, soundness, and compliance no longer require the agreement's existence—a clear signal that remediation efforts succeeded.

This removes operational restrictions and unlocks immediate cost savings exceeding $5 million annually in consultant, auditor, and advisor fees, plus reduced regulatory assessments and improved funding access. The bank demonstrated momentum during the enforcement period, growing assets by $200 million in the first half of 2026 and originating over $40 million in new loans monthly at approximately 7% yields.

Management projects that scaling to $2 billion in assets (an additional $700 million) could generate over $1 million in additional monthly net income. The company opened a Beverly Hills location serving over $100 million in deposits and is expanding in Greenwich and Palm Beach with former First Republic professionals. However, the bank off-boarded certain legacy clients that failed risk standards, including one bankruptcy, which temporarily reduced fee income. The Board opted against a reverse stock split, citing the regulatory win and opportunities to build tangible book value now that management can focus on growth rather than remediation. Retail holders should watch whether the promised cost reductions materialize in upcoming quarterly results and whether loan growth accelerates without the regulatory overhang.

Section-by-Section Diff

Event · Exhibit 99.2

5 Added
Added Formal Agreement termination high

Added in current filing · verify on EDGAR →

On June 30, 2026, the Office of the Comptroller of the Currency terminated its January 14, 2025 Formal Agreement with Patriot Bank.

The OCC terminated the Formal Agreement that had been in place since January 2025, removing regulatory restrictions on the bank. This milestone allows management to focus on growth rather than remediation and is described as ahead of schedule.

Added Cost reduction expectations high

Added in current filing · view on EDGAR →

Since the beginning of 2025, expenses related to addressing the bank’s Formal Agreement, including the remediation of regulatory deficiencies, totaled over $5 million dollars. We expect these elevated costs for auditors, consultants, advisors, investment bankers, vendors, contractors, and incremental staffing to decline sharply going forward.

The company also anticipates significant reductions in regulatory and FDIC fees, improved wholesale funding access, return to the Federal Reserve's primary credit window, and greater flexibility with reciprocal and brokered deposits.

Added Asset and loan growth high

Added in current filing · view on EDGAR →

During the first half of 2026, we grew total assets from $1.1 billion to $1.3 billion. At the same time, new loan originations have exceeded $40 million per month, with an average yield of approximately 7%.

The bank grew assets by $200 million in the first half of 2026 and is originating over $40 million in new loans monthly at approximately 7% yield. Management estimates that growing assets to $2 billion (an additional $700 million) could generate over $1 million per month in additional net income.

Added Geographic expansion and client off-boarding medium

Added in current filing · view on EDGAR →

In California, Patriot recently opened its Beverly Hills location, which already serves more than $100 million in deposits from across Southern California. ... Patriot has off-boarded some legacy clients who fell short of our financial risk and compliance standards, including one client who filed for bankruptcy after losing its warehouse funding.

The bank opened a Beverly Hills location serving over $100 million in deposits and is expanding in Greenwich, Connecticut and Palm Beach, Florida with former First Republic Bank professionals. However, the company off-boarded certain legacy clients that did not meet risk and compliance standards, including one that filed for bankruptcy, which reduced near-term profitability and non-interest income.

Added Reverse stock split decision medium

Added in current filing · view on EDGAR →

After considering the benefits from the termination of Patriot’s Formal Agreement, the estimated impact of the Russell reconstitution, and the compelling opportunities for Patriot to meaningfully increase our tangible book value over the next several quarters, the Board has decided not to pursue a reverse stock split.

The Board decided against pursuing a reverse stock split, citing the Formal Agreement termination, the completion of Russell index reconstitution (which forced passive funds to sell approximately $1.1 billion eight million shares on June 26), and opportunities to increase tangible book value. Management believes focusing on strategic execution will maximize shareholder value.

Event · Exhibit 99.1

3 Added
Added OCC Formal Agreement termination high

Added in current filing · view on EDGAR →

Patriot Bank, N.A. (“Patriot Bank”), the wholly owned subsidiary of Patriot National Bancorp, Inc. (NASDAQ: PNBK), announced today that its Formal Agreement with the Office of the Comptroller of the Currency dated January 14, 2025, has been terminated, effective June 30, 2026.

The bank's Formal Agreement with its primary regulator, the OCC, has been terminated after approximately 18 months. The OCC stated that the bank's safety and soundness and compliance with laws and regulations no longer require the agreement's continued existence. This represents a significant improvement in the bank's regulatory standing.

Added OCC order rationale high

Added in current filing · verify on EDGAR →

The Office of the Comptroller of the Currency, in an order dated June 30, 2026, stated that “the safety and soundness of the Bank and its compliance with the laws and regulations does not require the continued existence of the [Formal] Agreement.”

The OCC's explicit statement indicates the bank has remediated the issues that led to the original Formal Agreement. This language confirms the bank has met regulatory expectations for safety, soundness, and compliance, removing a significant regulatory overhang.

Added Expected shareholder benefits medium

Added in current filing · view on EDGAR →

The termination of the Formal Agreement will result in immediate benefits for our shareholders through reduced regulatory costs and fees.

Management expects the termination to reduce regulatory costs and fees, which should improve profitability. Formal agreements typically impose heightened supervision requirements that increase compliance expenses, so their removal can materially benefit the bottom line.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~100 words

PNBK issued a press release and investor letter on July 1, 2026, furnished under Item 7.01.

1 Added
Show 1 minor / wording change
Added Press release and investor letter issuance low

Added in current filing · verify on EDGAR →

On July 1, 2026, the Company issued a press release (the “Press Release”) and an investor letter (the “Investor Letter”). Copies of the Press Release and Investor Letter are attached herewith as Exhibits 99.1 and 99.2, respectively.

The company issued a press release and an investor letter on July 1, 2026. The content of these documents is not disclosed in the 8-K body itself; they are attached as exhibits. The filing furnishes this information under Item 7.01, meaning it is not formally filed and cannot be incorporated by reference into other SEC filings.

Event · Item 7.01 — Regulation FD Disclosure

~84 words

Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.

1 Added
Added OCC Formal Agreement termination high

Added in current filing · verify on EDGAR →

On June 30, 2026, the Office of the Comptroller of the Currency (“OCC”) officially terminated the Formal Agreement between the OCC and Patriot Bank, NA (“Patriot Bank”) dated January 14, 2025.

The OCC has terminated the Formal Agreement that had been in place with Patriot Bank since January 14, 2025. This termination indicates that the bank has satisfied the regulatory requirements and corrective actions mandated under the agreement. The removal of regulatory restrictions typically signals improved compliance, capital adequacy, or operational controls, and may restore management flexibility in areas such as growth, dividends, or strategic initiatives.

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