爱国者国家银行美股招股说明书(2025-06-04版)

Our Common Stock is listed on The Nasdaq Global Market, or “Nasdaq,” under the symbol “PNBK”. On June 3, 2025, the last reported sale price of our Common Stock, as reported on Nasdaq, was $1.17 per share. Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully readthe discussion of the risks of investing in our securities in“Risk Factors”beginning on page S-3of this prospectussupplementand page 4 of the accompanying prospectus and any other risk factors contained in the documents Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.The purchase price of each Share of Common Stock to the purchasers identified in the securities purchase agreement,dated as of June 3, 2025, by and among us and the purchasers listed on the signature pages thereto is $1.25 per Share. The Shares Per ShareTotalPublic offering price and proceeds to us, before expenses$1.25$10,655,200 We anticipate that delivery of the Shares of Common Stock against payment will be made on or about June 5, 2025,subject to satisfaction of customary closing conditions. accompanying prospectus, together with the information incorporated by reference as described under the headings “Where YouCan Find More Information” and “Information Incorporated by Reference” in this prospectus supplement as well as any freewriting prospectus we may authorize for use in connection with this offering. These documents contain important information that This prospectus supplement and the accompanying prospectus are part of the registration statement on Form S-3 (File No.333-287283) that we filed with the Securities and Exchange Commission, or the “SEC,” utilizing a shelf registration process, andthat was declared effective by the SEC on May 22, 2025. This document is in two parts. The first part is this prospectussupplement, which describes the terms of this offering of our Common Stock and also adds to, updates information contained inthe accompanying prospectus and the documents incorporated by reference. The second part is the accompanying prospectus,which provides more general information, some of which may not apply to this offering. Generally, when we refer to this contained in the accompanying prospectus or any document incorporated by reference having an earlier date, the information inthis prospectus supplement will control. If any statement in one of these documents is inconsistent with a statement in anotherdocument having a later date—for example, a document incorporated by reference into this prospectus supplement and theaccompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. Wehave not authorized anyone to provide you with information different from that which is contained in or incorporated by reference You should assume that the information contained in this prospectus supplement is accurate as of the date on the frontcover of this prospectus supplement only and that any information we have incorporated by reference or included in theaccompanying prospectus is accurate only as of the date given in the document incorporated by reference or as of the date of theaccompanying prospectus, as applicable, regardless of the time of delivery of this prospectus supplement, the accompanyingprospectus, any related free writing prospectus, or any sale of our Common Stock. Our business, financial condition, results ofoperations and prospects may have changed since those dates. parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, andshould not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenantswere accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied onas accurately representing the current state of our affairs. S-i in this prospectus supplement or the accompanying prospectus may involve estimates, assumptions and other risks anduncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”contained in this prospectus supplement, the accompanying prospectus and under similar headings in other documents that are offering. Accordingly, investors should not place undue reliance on this information.Unless the context otherwise requires, “we,” “us,” “our,” “Patriot” and the “Company” refer to Patriot National Bancorp, Inc. Given these risks, uncertainties and other factors, many of which are beyond our control, we cannot assure you that theforward-looking statements in this prospectus supplement, or incorporated by reference herein, will prove to