USCB Financial (NASDAQ: USCB) sets 2M-share buyback at 1% discount

Rhea-AI Filing Summary

USCB Financial Holdings, Inc. entered into stock repurchase agreements with certain institutional shareholders, including Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. The company plans to repurchase an aggregate of 2 million shares of its Class A common stock in privately negotiated transactions at a price of $17.19 per share, which reflects a 1% discount to the 10-day volume weighted average price on September 2, 2025. The transactions are expected to be completed on or about September 5, 2025 and were approved by the disinterested members of the board of directors. These repurchases are supplemental to existing stock repurchase programs, under which 528,309 shares remained available for repurchase as of June 30, 2025.

Insights

Bank capital allocation analyst

USCB adds a targeted 2 million-share buyback at slight discount.

USCB Financial Holdings, Inc. is using negotiated repurchase agreements to buy 2 million Class A shares at $17.19 per share, a 1% discount to the 10-day volume weighted average price on September 2, 2025. These transactions focus on institutional holders, including Patriot Financial Partners II, L.P. and a parallel fund, and are expected to close on or about September 5, 2025, subject to customary conditions.

The board’s disinterested members approved the repurchases, which are structured as private transactions rather than open-market purchases. In addition, 528,309 shares remained authorized under existing board-approved repurchase programs as of June 30, 2025, and this new set of agreements is described as supplemental rather than replacing those programs.

For investors evaluating capital management, the key elements are the negotiated nature of the repurchases, the modest discount to recent trading levels, and the continued availability of the prior repurchase authorization. Subsequent periodic reports may provide more detail on the aggregate cash outlay and the impact on share count after the expected completion around early September 2025.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 2, 2025

USCB FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida		001-41196		87-4070846
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification Number)

2301 N.W. 87th Avenue, Doral, Florida		33172
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 715-5200

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 exchange on which registered
Class A common stock, par value $1.00 per share		USCB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Commencing on September 2, 2025, USCB Financial Holdings, Inc. (the “Company”) entered into stock repurchase agreements (the “Stock Repurchase Agreements”, and each, a “Stock Repurchase Agreement”) with certain institutional shareholders (collectively, the “Shareholders”), including Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. The Stock Repurchase Agreements provide for the purchase (the “Repurchase”) by the Company of an aggregate of 2 million shares of the Company’s Class A Voting Common Stock, $1.00 par value per share (the “Class A Common Stock”) from the Shareholders in privately negotiated transactions, for a purchase price of $17.19 per share. The purchase price for the Class A Common Stock reflects a 1% discount to the 10-day volume weighted average price on September 2, 2025. The Stock Repurchase Agreements contain customary representations and warranties, covenants, and closing conditions, and the transactions are expected to be completed on or about September 5, 2025. The disinterested members of the Company’s Board of Directors (the “Board”) approved the Repurchases.

The Repurchases are supplemental to the Company’s previously announced stock repurchase programs and do not impact the amount of permitted repurchases thereunder. As of June 30, 2025 the maximum number of shares that may yet be purchased under the Company’s Board-approved stock repurchase programs was 528,309 shares. For additional information about the Company, including its existing stock repurchase programs, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

A form of the Stock Repurchase Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Stock Repurchase Agreements is a summary and is qualified in its entirety by reference to the full text of the form Stock Repurchase Agreement attached hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Form of Stock Repurchase Agreement, by and between USCB Financial Holdings, Inc. and the Shareholders
104		Cover Page Interactive Data File (embedded within the Inline XLRB document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

USCB FINANCIAL HOLDINGS, INC.
By:		/s/ Robert Anderson
Name:		Robert Anderson
Title:		Chief Financial Officer

Date: September 5, 2025

FAQ

What stock repurchase did USCB (USCB) announce in this 8-K?

USCB Financial Holdings, Inc. entered into stock repurchase agreements to buy an aggregate of 2 million shares of its Class A common stock from certain institutional shareholders in privately negotiated transactions.

What is the repurchase price per share in USCB’s new stock buyback agreements?

The company agreed to repurchase the Class A common stock at $17.19 per share, reflecting a 1% discount to the 10-day volume weighted average price on September 2, 2025.

Who are the key institutional shareholders selling shares to USCB in this transaction?

The shareholders include Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P., along with other institutional holders identified collectively as the shareholders in the repurchase agreements.

When are USCB’s stock repurchases under these agreements expected to be completed?

The transactions under the stock repurchase agreements are expected to be completed on or about September 5, 2025, subject to customary closing conditions.

How do these new repurchases relate to USCB’s existing stock repurchase programs?

The company states that these repurchases are supplemental to its previously announced stock repurchase programs and do not affect the amount permitted under those programs, which still allowed repurchase of 528,309 shares as of June 30, 2025.

Did USCB’s board approve the new stock repurchase agreements?

Yes, the repurchases were approved by the disinterested members of USCB Financial Holdings, Inc.’s board of directors.