USCB Financial (NASDAQ: USCB) ends Patriot side letter after board exit

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

USCB Financial Holdings, Inc. and its subsidiary U.S. Century Bank entered a Mutual Termination Agreement with Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. to end the parties’ rights and obligations under a prior Side Letter Agreement, but only as to Patriot.

The Side Letter Agreement continues in effect for Priam Capital Fund II, LP. Patriot, which beneficially owns 10.2% of the outstanding Class A Voting Common Stock, remains a party to a separate Registration Rights Agreement first entered in 2015 and assumed by USCB in 2021.

The termination follows the April 6, 2026 resignation of Patriot’s board representative, W. Kirk Wycoff, from the boards of both the Company and the Bank. The Mutual Termination Agreement is filed as an exhibit to this Form 8-K.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Patriot ownership: 10.2% of Class A Voting Common Stock Mutual Termination Agreement date: April 29, 2026 Director resignation date: April 6, 2026 +2 more

5 metrics

Patriot ownership 10.2% of Class A Voting Common Stock Beneficial ownership stake in USCB Financial

Mutual Termination Agreement date April 29, 2026 Date USCB and Patriot terminated Side Letter as to Patriot

Director resignation date April 6, 2026 Resignation of Patriot’s representative W. Kirk Wycoff from boards

Side Letter Agreement date December 30, 2021 Original date of Side Letter among USCB, Bank, Priam, and Patriot

Registration Rights Agreement date March 17, 2015 Original date of Registration Rights Agreement later assumed by USCB

Key Terms

Mutual Termination Agreement, Side Letter Agreement, Registration Rights Agreement, beneficially owns

4 terms

Mutual Termination Agreement regulatory

"entered into a Mutual Termination Agreement with Patriot Financial Partners II, L.P."

Side Letter Agreement regulatory

"rights and obligations ... set forth in the Side Letter Agreement dated December 30, 2021"

Registration Rights Agreement regulatory

"Patriot continues to be a party to the Registration Rights Agreement dated as of March 17, 2015"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

beneficially owns financial

"Patriot currently beneficially owns 10.2% of the outstanding Class A Voting Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Understanding 8-K Material Events →

05/01/2026 - 09:55 AM

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)

April 29, 2026

USCB Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-41196	87-4070846
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

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

Not Applicable

(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 (see General Instruction A.2 below):

☐	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
Common Stock	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 (§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. ☐

Item

1.02

Termination of a Material Definitive Agreement.

On April 29, 2026, USCB Financial Holdings, Inc. (the Company”) and its wholly owned subsidiary, U.S. Century Bank (the “Bank” and collectively with the Company, the “USCB Parties”)) entered into a Mutual Termination Agreement with Patriot Financial Partners II, L.P. (“Patriot Financial”) and Patriot Financial Partners Parallel II, L.P. ("Patriot Financial Parallel” and together with Patriot Financial, “Patriot”), to terminate the rights and obligations of the Patriot and the USCB parties set forth in the Side Letter Agreement dated December 30, 2021 (the “Side Letter Agreement”) entered into by and among the Company, the Bank, Patriot and Priam Capital Fund II, LP (“Priam”). The terms and provisions of the Side Letter Agreement as it relates to Priam remain in full force and effect. Patriot currently beneficially owns 10.2% of the outstanding Class A Voting Common Stock of the Company. Patriot continues to be a party to the Registration Rights Agreement dated as of March 17, 2015, between the Bank, Priam, Patriot and certain other shareholders of the Bank, as assumed by the Company in connection with the reorganization of the Bank to the holding company form of organization on December 30, 2021.

Subsequent to the resignation from the Boards of Directors of the Company and the Bank by Patriot’s representative thereon, W. Kirk Wycoff, on April 6, 2026, the USCB Parties and Patriot mutually agreed to terminate the Side Letter Agreement solely with respect to Patriot.

The material terms of the Side Letter Agreement and Registration Rights Agreement are described under Item 1.01 in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2021 and incorporated by reference herein.

The above summary of the Mutual Termination Agreement is qualified in its entirety by reference to the Mutual Termination Agreement, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item	9.01	Financial Statements and Exhibits

	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Not applicable.
	(d)	Exhibits.

Exhibit No.		Description

4.1		Side Letter Agreement, dated December 30, 2021, between USCB Financial Holdings, Inc., U.S. Century Bank, Priam Capital Fund II, LP, Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange Commission on December 30, 2021).
4.2		Mutual Termination Agreement dated April 29, 2026, by and among Patriot Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P. , USCB Financial Holdings, Inc. and U.S. Century Bank.
104		Cover Page Interactive Data File (embedded within the Inline XBRL 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: May 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did USCB Financial (USCB) terminate with Patriot Financial?

USCB Financial and its bank subsidiary entered a Mutual Termination Agreement with Patriot Financial entities to end Patriot’s rights and obligations under a prior Side Letter Agreement. The termination applies solely to Patriot; the Side Letter Agreement remains effective for Priam Capital Fund II, LP.

Does Patriot Financial still have any rights with USCB Financial (USCB)?

Yes. Although Patriot’s Side Letter rights were terminated, Patriot remains a party to a Registration Rights Agreement first dated March 17, 2015 and later assumed by USCB in 2021. That separate agreement continues to govern registration-related rights for Patriot and certain other shareholders.

How much of USCB Financial’s Class A stock does Patriot Financial own?

Patriot Financial beneficially owns 10.2% of USCB Financial’s outstanding Class A Voting Common Stock. This ownership level is specifically disclosed and helps explain why Patriot was party to both the earlier Side Letter Agreement and the ongoing Registration Rights Agreement with the company.

What role did board changes play in USCB Financial’s new agreement?

The Mutual Termination Agreement followed the April 6, 2026 resignation of Patriot’s representative, W. Kirk Wycoff, from the boards of USCB Financial and U.S. Century Bank. After this resignation, the USCB parties and Patriot mutually agreed to terminate the Side Letter Agreement solely as it relates to Patriot.

Does the Side Letter Agreement still affect Priam Capital’s relationship with USCB?

Yes. The filing states that the terms and provisions of the Side Letter Agreement as it relates to Priam Capital Fund II, LP remain in full force and effect. Only Patriot’s rights and obligations under that Side Letter were terminated through the new Mutual Termination Agreement.

Where can investors see the full Mutual Termination Agreement for USCB Financial?

The Mutual Termination Agreement dated April 29, 2026 is filed as Exhibit 4.2 to this Form 8-K. The company notes that its brief description is qualified in its entirety by reference to that exhibit, which provides the complete contract terms among the parties.

Filing Exhibits & Attachments

5 documents