Patriot National Bancorp Inc

Patriot National Bancorp, Inc. (the "Company") filed a Form 8-K on February 21, 2025 (“the Form 8-K”) including an Item 7.01 Regulation FD Disclosure of the Company receiving non-binding term sheets from investors seeking to purchase shares of common stock and preferred stock, (the “Proposed Transaction”). The Form 8-K included an Item 2.02 Results of Operations and Financial Condition with the preliminary unaudited financial results. The Company’s Annual Report on Form 10-K (“Form 10-K”) for December 31, 2024 is expected to be consistent with the preliminary unaudited financial results included in the Form 8-K. The Company completed its $57.75 million private placement of the Company’s common shares and a new series of the Company’s preferred stock (the “Private Placement”) on March 20, 2025. Leading up to the disclosure of the Proposed Transaction and ending in the closing of the Private Placement, the Company’s management was engaged in both managing the Company and negotiating and closing a complex transaction with a significant number of new investors. Negotiation, execution and closing of the Private Placement required significant management attention, in addition to impacting disclosures required in the Company’s Form 10-K. This resulted in the delay in finalizing the Company’s Form 10-K. The Company is unable to complete such filing by the filing due date of March 31, 2025 without incurring unreasonable effort and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company endeavors to file the Form 10-K no later than the fifteenth calendar day following the prescribed filing date

Patriot National Bancorp, Inc. (the "Company") is evaluating a valuation allowance related to its deferred tax assets which are $25.1 million as of September 30, 2024. The Company recognizes deferred tax assets to the extent it believes it is more likely than not the asset will be realized. Quarterly, management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of existing deferred tax assets, including future reversals of existing taxable temporary differences, projected taxable income, tax-planning strategies, carryback potential if permitted, and the results of recent operations. A significant piece of objective negative evidence is the existence of a three or four year cumulative loss. Such objective negative evidence limits the ability of management to consider other subjective evidence, such as projected taxable income. When appropriate, the Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. The topic is a complex accounting and regulatory capital area, with significant subjectivity and analysis. As such it requires third party input, resulting in the delay in finalizing the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended September 30, 2024. The Company is unable to complete such filing by the filing due date of November 14, 2024 without incurring undue hardship and expense. In accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, the Company endeavors to file the Form 10-Q no later than the fifth calendar day following the prescribed filing date