Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001437749-25-010539 0001504590 XXXXXXXX LIVE 2 (Voting) Common Stock, Par Value $0.01 Per Share 10/16/2025 false 0001098146 70336F203 PATRIOT NATIONAL BANCORP INC 900 BEDFORD ST STAMFORD CT 06901 Steven Sugarman (203) 252-5900 900 Bedford Street Stamford CT 06901 0001504590 N Sugarman Steven PF N X1 0.00 9019978.00 0.00 9019978.00 9019978.00 Y 7.8 IN * This amount does not include 5,749,551 restricted stock units which the Reporting Person received pursuant to an employment agreement by and between the Reporting Person and the Issuer, which are subject to vesting. Pursuant to agreement with the Issuer, Mr. Sugarman's beneficial ownership of the Issuer's stock shall not be more than 9.99% of the number of shares of its voting securities issued and outstanding. Y Steven and Ainslie Sugarman Living Trust PF N CA 0.00 9019978.00 0.00 9019978.00 9019978.00 Y 7.8 OO Y Ainslie Sugarman PF N X1 0.00 9019978.00 0.00 9019978.00 9019978.00 Y 7.8 IN (Voting) Common Stock, Par Value $0.01 Per Share PATRIOT NATIONAL BANCORP INC 900 BEDFORD ST STAMFORD CT 06901 This Amendment No. 2 to Schedule 13D (the "Amendment") is being filed to update and supplement information set forth in Amendemnt No. 1 to Schedule 13D filed with the Securities and Exchange Commission on July 8, 2025 ("Schedule 13D/A1") by Steven and Ainslie Sugarman Living Trust, a revocable living trust for the benefit of Steven Sugarman and Ainslie Sugarman (the "Trust"), as well as Steven Sugarman, President and Chief Executive Officer and director of the Issuer, and his spouse, Ainslie Sugarman, as trustees of the Trust (collectively, the "Reporting Persons" and each a "Reporting Person"). Except as updated and supplemented herein, the information set forth in Schedule 13D/A1 remains unchanged and in full force and effect. All capitalized terms contained herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in Schedule 13D/A1. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. On July 3, 2025, 25,000 shares of Series A Preferred Stock previously issued to the Trust automatically converted into 2,000,000 shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), of the Issuer, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer. Each share of Non-Voting Common Stock is convertible into one share of voting common stock of the Issuer, par value $.01 per share ("Voting Common Stock"), subject to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, including the limitation that no holder of Non-Voting Common Stock has the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the issued and outstanding voting securities of the Issuer. On October 20, 2025, Steven and Ainslie Sugarman Living Trust (the "Trust") converted 2,000,000 Non-Voting Common Stock into 2,000,000 shares of Voting Common Stock pursuant to the Issuer's Amended and Restated Certificate of Incorporation. No consideration was paid in connection with the conversion. Additionally, Steven Sugarman holds an aggregate of 5,749,551 restricted stock units ("RSUs") granted pursuant to an Employment Agreement between Steven Sugarman and the Issuer. The RSU grants are as follows: (i) 4,049,593 RSUs granted effective as of March 20, 2025, (ii) 552,927 RSUs granted effective as of July 1, 2025, and (iii) 1,147,031 RSUs granted effective as of October 1, 2025. The shares reported in this filing do not include such 5,749,551 RSUs. Pursuant to agreement with the Issuer, Mr. Sugarman's beneficial ownership of the Issuer's stock shall not be more than 9.99% of the number of shares of its voting securities issued and outstanding to the extent it would exceed Federal Reserve Board regulations relating to bank control. The Reporting Persons are filing this Amendment to report the transactions set forth in Item 3 above. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the form of Schedule 13D, except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. 9,019,978 7.8% (1) _______________ (1) The percentage is based upon 114,991,017 shares of Voting Common Stock outstanding as of the close of business on October 22, 2025. Not applicable. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein. Not applicable. Sugarman Steven /s/ Steven Sugarman Steven Sugarman 10/22/2025 Steven and Ainslie Sugarman Living Trust /s/ Steven Sugarman Steven Sugarman Trustee 10/22/2025 Ainslie Sugarman /s/ Ainslie Sugarman Ainslie Sugarman 10/22/2025