8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  September 1, 2021

PATRIOT NATIONAL BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

900 Bedford Street

Stamford , Connecticut 06901

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (203) 324-7500

N/A

(Former Address of Principal Executive Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry Into a Material Definitive Agreement

On September 1, 2021, Patriot National Bancorp, Inc. (the “Company”) received notification from the Office of the Comptroller of the Currency (the “OCC”) that its formal agreement dated November 7, 2018, has been terminated.  The OCC concluded that the safety and soundness of the Bank and its compliance with laws and regulations does not require the continued existence of the Agreement.

The foregoing description of the termination of agreement from the OCC does not purport to be complete and is qualified in its entirety by reference to the full text of the termination notification, a copy of which is annexed hereto.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ex_281864.htm

Exhibit 1.01

UNITED STATES OF AMERICA

DEPARTMENT OF THE TREASURY

OFFICE OF THE COMPTROLLER OF THE CURRENCY

AA-NE-2021-31

TERMINATION OF

THE AGREEMENT BY AND BETWEEN

PATRIOT BANK, NATIONAL ASSOCIATION, STAMFORD, CONNECTICUT

AND THE COMPTROLLER OF THE CURRENCY

WHEREAS, to assure the safety and soundness of Patriot Bank, National Association, Stamford, Connecticut (“Bank”) and its compliance with laws and regulations, the Bank, by and through its duly elected and acting Board of Directors, and the Office of the Comptroller of the Currency (“OCC”), through the duly authorized representative of the Comptroller of the Currency (“Comptroller”), entered into an Agreement, dated November 7, 2018, AA-NE-2018‐70, (“Agreement”); and

WHEREAS, the Comptroller believes that the safety and soundness of the Bank and its compliance with laws and regulations does not require the continued existence of the Agreement.

NOW, THEREFORE, the OCC, through the duly authorized representative of the Comptroller, directs that the Agreement between the Bank and the OCC be, and it hereby is, TERMINATED.

IN TESTIMONY WHEREOF, the undersigned, designated by the Comptroller as his authorized representative, has hereunto set her signature.