USCB Financial completes $40M private debt raise with $400K commissions

Rhea-AI Filing Summary

USCB Financial Holdings, Inc. filed a Form D notice reporting a Regulation D exempt offering for a total offering amount of $40,000,000, which the filing shows as fully sold with $40,000,000 received and $0 remaining. The issuer is a Florida corporation formed in 2021 with principal offices in Doral, Florida. The offering relied on Rule 506(b) and was a debt offering with a minimum external investor subscription of $100,000. The filing lists 19 investors to date, estimated sales commissions of $400,000, and Piper Sandler & Co. identified in the broker/dealer section. The issuer certified that no proceeds are proposed to be used for payments to named officers, directors or promoters ($0 reported).

Positive

• Offering fully subscribed: Total offering amount of $40,000,000 reported as $40,000,000 sold with $0 remaining.
• No insider payments: Filing reports $0 of gross proceeds used to pay named executive officers, directors or promoters.

Negative

• Sales commissions of $400,000 reduce net proceeds available to the issuer.
• High minimum investment ($100,000) limits retail participation and indicates a concentrated investor base (19 investors).

Insights

Financial Analyst

TL;DR Form D reports a fully subscribed $40.0M Rule 506(b) debt offering with 19 investors and $400k estimated commissions.

The filing documents a completed private debt raise of $40 million under Rule 506(b), indicating successful capital placement outside the public markets. Key quantifiable items are the total offering amount $40,000,000, total sold $40,000,000, investor count 19, and estimated sales commissions of $400,000. Minimum investment of $100,000 suggests the investor base is institutional or high-net-worth. The issuer states no proceeds will be paid to named insiders ($0). This structure preserves confidentiality around use of proceeds detail beyond the Form D summary.

Compliance/Risk Analyst

TL;DR Filing shows reliance on Rule 506(b) with standard disclosures and no insider payments reported.

The Form D indicates compliance with Regulation D exemption criteria by claiming Rule 506(b) and certifying non-disqualification language. The filing records the date of first sale as 2025-08-14 and indicates the offering duration does not exceed one year. Reporting estimated sales compensation ($400,000) and identifying a broker/dealer in the notice (Piper Sandler & Co.) are standard. The filing discloses 19 investors and a $100,000 minimum investment, both relevant for verifying accredited-investor reliance in future audits or examinations.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001901637

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

USCB FINANCIAL HOLDINGS, INC.

Jurisdiction of Incorporation/Organization

FLORIDA

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
USCB FINANCIAL HOLDINGS, INC.
Street Address 1		Street Address 2
2301 NW 87TH AVENUE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
DORAL	FLORIDA	33172	(305) 715-5200

3. Related Persons

Last Name	First Name	Middle Name
de la Aguilera	Luis
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman, President, and Chief Executive Officer

Last Name	First Name	Middle Name
Longrono	Maricarmen
Street Address 1	Street Address 2
2301 NW 8th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Chief Risk Officer

Last Name	First Name	Middle Name
Collazo	Andres
Street Address 1	Street Address 2
2301 NW 8th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Director Operations and Information Technology

Last Name	First Name	Middle Name
Guerra-Kattou	Martha
Street Address 1	Street Address 2
2301 NW 8th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President, Director of Sales and Marketing

Last Name	First Name	Middle Name
Levitan	Aida
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director and Immediate Past Chairperson

Last Name	First Name	Middle Name
Wycoff	W	Kirk
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Feinglass	Howard
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Abadin	Ramon
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fernandez	Bernardo
Street Address 1	Street Address 2
301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Rodriguez	Ramon
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kafafian	Robert
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Alonso	Maria
Street Address 1	Street Address 2
2301 NW 87th Avenue
City	State/Province/Country	ZIP/PostalCode
Doral	FLORIDA	33172

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

X

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-14				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $100,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Piper Sandler & Co.	000000665
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
800 Nicollet Mall
City	State/Province/Country	ZIP/Postal Code
Minneapolis	MINNESOTA	55402
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ALABAMA ARKANSAS CONNECTICUT GEORGIA KANSAS NEW YORK PENNSYLVANIA SOUTH CAROLINA WASHINGTON

13. Offering and Sales Amounts

Total Offering Amount	$40,000,000	USD	or Indefinite
Total Amount Sold	$40,000,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

19

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$400,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
USCB FINANCIAL HOLDINGS, INC.	Robert Anderson	Robert Anderson	Executive Vice President and Chief Financial Officer	2025-08-27

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did USCB (USCB) raise in the Form D filing?

The filing reports a total offering amount of $40,000,000, with $40,000,000 sold and $0 remaining.

Which exemption did USCB Financial Holdings use for the offering?

USCB relied on Rule 506(b) of Regulation D for the exempt offering.

How many investors participated in USCB's offering?

The Form D lists a total of 19 investors who have already invested in the offering.

Were any proceeds reported as paid to executives or directors?

No. The filing discloses $0 of gross proceeds used for payments to named executive officers, directors, or promoters.

What were the fees or commissions disclosed in the Form D?

Estimated sales commissions are reported as $400,000; finders' fees are reported as $0.