UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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. ☐
Section 5 - Corporate Governance and Management
On March 23, 2023, Robert G. Russell, Jr. tendered his resignation as President, Chief Executive Officer and Director of Patriot National Bancorp, Inc. (the “Company”) and Patriot Bank, N.A., a wholly-owned subsidiary of the Company (“Patriot Bank”), to be effective as of April 21, 2023.
In conjunction with Mr. Russell’s resignation, David Lowery, Executive Vice President and Chief Lending Officer of Patriot Bank, was promoted by the Board of Directors to serve as President, Chief Executive Officer and Director of the Company and Patriot Bank on March 26, 2023, to be effective as of April 21, 2023.
Mr. Lowery, age 48, joined Patriot Bank in April 2021 as Head of Lending, and became Executive Vice President and Chief Lending Officer of Patriot Bank in September 2021. Mr. Lowery is leading Patriot Bank’s SBA division, Commercial Real Estate, C&I and Consumer Lending areas. Prior to joining Patriot Bank, Mr. Lowery served in various senior capacities with several institutions, including Senior Vice President at IBERIABANK from December 2018 to February 2021, Head of Commercial Real Estate at Metropolitan Commercial Bank from September 2015 to July 2018, and Vice President at M&T Bank where he worked from January 2008 to July 2015. Mr. Lowery earned his MBA from Loyola University in Maryland where he also received his undergraduate degree in Economics.
Section 7 – Regulation FD
On March 29, 2023, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, regarding Mr. Russell’s resignation and Mr. Lowery’s appointment.
The information contained in this section of the Current Report on Form 8-K (including the exhibit) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Section 9 – Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release of Patriot National Bancorp, Inc., dated March 29, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| PATRIOT NATIONAL BANCORP, INC. | ||
| Date: March 29, 2023 | By: | /s/ Robert G. Russell, Jr. |
| Robert G. Russell, Jr. | ||
| Chief Executive Officer | ||
EXHIBIT 99.1
Patriot Bank Announces Promotion of Chief Lending Officer to President & CEO
STAMFORD, Conn., March 29, 2023 (GLOBE NEWSWIRE) -- Patriot National Bancorp, Inc. (“Patriot,” “Bancorp” or the “Company”) (NASDAQ: PNBK), the parent company of Patriot Bank, N.A. (the “Bank”), today announced the promotion of David Lowery to become President and CEO of the Bank, succeeding Robert Russell.
Effective after a transitionary period through late April 2023, Mr. Russell will be leaving Patriot to pursue another career opportunity. A positive builder of the Patriot Brank brand, Mr. Russell worked to enhance earnings, operations, and growth during his tenure. He and Mr. Lowery continue to work closely together during this overlap period.
Since joining Patriot two years ago, Mr. Lowery has served as the Bank’s Chief Lending Officer. In this role, he has led the robust growth of Patriot’s commercial and consumer businesses and has been instrumental in institutionalizing the bank’s lending platform and operations to position it for greater scale. He has expanded the bank’s loan origination capabilities and overseen the steady increase in portfolio loan growth. He has also been a leader in implementing numerous portfolio management and quality control initiatives. He is committed to continuing the growth and enhancement of the bank’s lending and operating platform in his role as President and CEO.
Patriot Chairman Michael Carrazza said, “Patriot’s Board of Directors unanimously support promoting talented employees from within the organization and are committed to provide David with the resources and expertise to continue the Bank’s strong trajectory. We thank Rob for his years of dedicated service to Patriot Bank and for managing a seamless transition.”
Lowery previously served in senior capacities with several institutions including IBERIABANK, Metropolitan Commercial Bank, and M&T Bank and at each institution, built highly successful lending businesses serving the New York metropolitan area. He holds an MBA and has an undergraduate degree in Economics from Loyola University.
| Contacts: | ||
| Patriot Bank, N.A. 900 Bedford Street Stamford, CT. 06901 | Michael Carrazza Chairman 203-251-8230 | Robert Russell President & CEO 203-252-5939 |
Cover |
Mar. 29, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 29, 2023 |
| Entity File Number | 000-29599 |
| Entity Registrant Name | PATRIOT NATIONAL BANCORP, INC. |
| Entity Central Index Key | 0001098146 |
| Entity Tax Identification Number | 06-1559137 |
| Entity Incorporation, State or Country Code | CT |
| Entity Address, Address Line One | 900 Bedford Street |
| Entity Address, City or Town | Stamford |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06901 |
| City Area Code | 203 |
| Local Phone Number | 252-5900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | PNBK |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |