In 2011, the Company adopted the Patriot National Bancorp, Inc. 2012 Stock Plan (the “2012 Plan”). The 2012 Plan was amended in 2020 and renamed as the Patriot National Bancorp, Inc. 2020 Restricted Stock Award Plan (the “2020 Plan”). A copy of the 2020 Plan was filed as Exhibit 10.1 to the Company’s Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2020 filed on April 30, 2021. The 2020 Plan provides an incentive to directors and employees of the Company by the grant of restricted stock awards (“RSA”).On November 10, 2022, the Board of Directors approved the Amendment and Restatement of the 2020 Plan (the “Amended and Restated 2020 Plan”), which was approved and ratified by shareholders of the Company on December 14, 2022.

The 2020 Plan was amended primarily to (i) reduce the total number of shares authorized for issuance thereunder from 3,000,000 shares to 400,000 shares; and (ii) limit the maximum number of shares of Company’s Common Stock granted during a single fiscal year to any non-employee director, together with any cash fees paid to such director, to be no more than a total value of $300,000. As of June 30, 2025, 200,342 shares of stock were available for issuance under the Plan. In accordance with the terms of the Plan, the vesting of RSAs may be accelerated at the discretion of the Compensation Committee of the Board of Directors. The Compensation Committee sets the terms and conditions applicable to the vesting of RSAs. RSAs granted to directors and employees generally vest in quarterly or annual installments over a three, four or five year period from the date of grant.

The following is a summary of the status of the Company’s restricted shares under the Amended and Restated 2020 Plan and changes for the three and six months ended June 30, 2025 and 2024:


Three months ended June 30, 2025:	Number of Shares Awarded	Weighted Average Grant Date Fair Value
Unvested at March 31, 2025	146,185	$2.87

Vested	(5,103)	$6.86
Forfeited	(125,802)	$3.08
Unvested at June 30, 2025	15,280	$4.78

Six months ended June 30, 2025:
Unvested at December 31, 2024	146,185	$2.87

Vested	(5,103)	$6.86
Forfeited	(125,802)	$3.08
Unvested at June 30, 2025	15,280	$4.78


Three months ended June 30, 2024	Number of Shares Awarded	Weighted Average Grant Date Fair Value
Unvested at March 31, 2024	27,665	$5.24
Granted	81,174	$3.79


Unvested at June 30, 2024	108,839	$4.16

Six months ended June 30, 2024:
Unvested at December 31, 2023	17,506	$6.09
Granted	91,333	$3.79


Unvested at June 30, 2024	108,839	$4.16

The Company recognizes compensation expense for all director and employee share-based compensation awards on a straight-line basis over the requisite service period, which is equal to the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value.

For the three and six months ended June 30, 2025, the Company recognized credits in total RSA share-based compensation expense of $(70,000) and $(16,000), respectively, primarily due to RSA forfeitures in the second quarter of 2025. For the three-month period, the credit included $(74,000) related to employees' RSA and $4,000 for directors' RSA compensation. For the six-month period, the credit comprised $(29,000) for employees' RSA compensation and $13,000 for directors' RSA compensation. The directors received total compensation of $64,000 and $73,000 for the three and six months ended June 30, 2025, respectively, which amounts are included in other operating expenses in the Consolidated Statements of Operations.

For the three and six months ended June 30, 2024, the Company recognized total RSA share-based compensation expense of $41,000 and $65,000, respectively. The share-based compensation attributable to employees of Patriot amounted to $30,000 and $45,000, respectively. Included in share-based compensation expense were $11,000 and $20,000 attributable to Patriot’s external directors, who received total compensation of $60,000 and $128,000 for each of those periods, respectively.

Unrecognized compensation expense attributable to the unvested restricted RSAs outstanding as of June 30, 2025 amounted to $56,000, which amount is expected to be recognized over the weighted average remaining life of the awards of 2.0 years.

On March 20, 2025, the Company completed a $57.75 million private placement (the "Private Placement"). In connection with the Private Placement, the Company’s Board of Directors has approved the 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) in March 2025. The 2025 Plan received shareholder approval at the shareholders' meeting on June 26, 2025, and became effective on that date. The 2025 Plan is designed to provide the Company with a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants by offering incentives directly linked to shareholder value. The Compensation Committee of the Board will administer the Plan.

Under the 2025 Plan, various types of awards can be issued, including Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (RSUs), Performance Units, and Other Stock-Based Awards, as defined within the Plan. The maximum number of shares of Common Stock, Options, and/or Stock Appreciation Rights that may be granted under the Plan is capped at twenty percent (20%) of the total outstanding shares of Common Stock, including both voting and non-voting shares, with a minimum threshold of 10,000,000 shares.


Three months ended June 30, 2025:	Number of Restricted Stock Unites	Weighted Average Grant Date Fair Value
Unvested at March 31, 2025	4,049,593	$1.00
Granted	4,127,927	$1.00
Vested	(1,012,398)	$1.00

Unvested at June 30, 2025	7,165,122	$1.00

Six months ended June 30, 2025:	Number of Restricted Stock Unites	Weighted Average Grant Date Fair Value
Unvested at December 31, 2024	—	$—
Granted	8,177,520	$1.00
Vested	(1,012,398)	$1.00

Unvested at June 30, 2025	7,165,122	$1.00

The Company recognizes compensation expense for all RSUs on a straight-line basis over the vesting schedule of each award, for each vesting portion of an award equal to its grant date fair value. For the three and six months ended June 30, 2025, the Company recognized total share-based compensation expense for RSUs of $1.1 million and $1.3 million, respectively.

Unrecognized compensation expense attributable to the unvested RSUs outstanding as of June 30, 2025 amounted to $6.9 million, which amount is expected to be recognized over the weighted average remaining life of the awards of 1.82 years.

On June 26, 2025, the Company granted stock options to purchase 400,000 shares of common stock at an exercise price of $1.40 per share. The options vest and become exercisable starting on the grant date, subject to the terms and conditions outlined in the Stock Option Plan and Award Agreement, including any applicable acceleration provisions.

The Company accounts for stock-based compensation in accordance with ASC 718, "Compensation—Stock Compensation." The fair value of the stock options granted is estimated on the grant date using an appropriate valuation model, such as the Black-Scholes model, and is recognized as an expense over the vesting period. Key assumptions used in estimating the fair value of the options include the expected volatility of the Company's stock, the risk-free interest rate, the expected dividend yield, and the expected term of the options. These assumptions are based on historical data and market conditions at the time of the grant.

The total estimated compensation expense related to these stock options of $44,000 was recognized as of June 30, 2025 impacting the Company's Consolidated Financial Statements. The expense is recorded in the employee compensation costs on the Consolidated Statements of Operations.

Patriot offers employees participation in the Patriot Bank, N.A. 401(k) Savings Plan (the "401(k) Plan") under Section 401(k) of the Internal Revenue Code, along with the ROTH feature to the Plan. The 401(k) Plan covers substantially all employees who have completed one month of service, are 21 years of age and who elect to participate. Under the terms of the 401(k) Plan, participants can contribute up to the maximum amount allowed, subject to Federal limitations. At its discretion, Patriot may match eligible participating employee contributions at the rate of 50% of the first 6% of the participants’ salary contributed to the 401(k) Plan. During the three and six months ended June 30, 2025, Patriot made matching contributions to the 401(k) Plan of $55,000 and $147,000, respectively. During the three and six months ended June 30, 2024, compensation expense under the 401(k) aggregated $88,000 and $168,000, respectively.