USCB Insider Filing: Feinglass/ Priam Capital Distribute 500K Shares

Rhea-AI Filing Summary

Howard P. Feinglass, a director and reported 10% owner of USCB Financial Holdings, disposed of 500,000 Class A Voting Common Stock shares on 09/02/2025. The filing states Priam Capital Fund II, L.P. distributed those shares to unaffiliated limited partners for no consideration. After the reported transaction, the filing shows beneficial ownership positions of 4,018,309 shares indirectly (held by Priam Capital Fund II) and 6,314 shares directly for the reporting persons. The report also lists outstanding director-granted options exercisable for 7,500 and 4,000 Class A shares with exercise prices of $7.50 and $11.35 respectively, and standard post-employment exercisability limitations. The signatures show the Form was executed on 09/04/2025 by Robert Anderson as P.O.A. for Mr. Feinglass.

Positive

• Clarifies ownership structure by showing distribution mechanics and relationships among Priam entities and Mr. Feinglass
• Discloses remaining ownership and option positions, providing transparency about post-transaction holdings

Negative

• Significant share distribution (500,000 shares) reduces the number of shares held by Priam Capital Fund II, which could dilute consolidated voting influence under fund control
• No cash sale reported, so the market impact or intent behind the distribution is not clear from the filing

Insights

Securities Analyst

TL;DR: A 500,000-share distribution from Priam Capital II reduces direct control but leaves significant indirect ownership.

The transaction is a distribution of shares from Priam Capital Fund II, L.P. to unaffiliated limited partners for no consideration, which reduces the fund's direct holdings available under Priam's control but does not indicate a sale for cash. Reported post-transaction beneficial ownership remains sizable, with over 4 million shares indirectly held by Priam Capital II and a small direct holding by Mr. Feinglass. Outstanding director options totaling 11,500 shares remain exercisable under their existing terms. For investors, this is a structural ownership change rather than an arm's-length market sale.

Corporate Governance Expert

TL;DR: Distribution to unaffiliated limited partners alters beneficial ownership reporting but includes disclaimers of control.

The filing clarifies relationships: Priam Capital Associates II LLC is the general partner of Priam Capital Fund II, L.P., and Mr. Feinglass is the managing member, creating potential deemed voting/dispositive power, though both disclaim beneficial ownership except for pecuniary interest. The distribution for no consideration and the disclaimers are routine mechanics to allocate fund holdings among LPs and to manage Section 16 reporting. The existence of director-granted options with standard exercisability and expiration terms is disclosed and unchanged.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Feinglass Howard

(Last) (First) (Middle)

2000 SALZEDO STREET, SUITE 1514

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USCB FINANCIAL HOLDINGS, INC. [ USCB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Voting Common Stock	09/02/2025		J(1)		500,000	D	$0	4,018,309	I	By Priam Capital Fund II, LP(2)
Class A Voting Common Stock								6,314	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Class A Voting Common Stock	$7.5							03/01/2016	(3)	Class A Common Stock	7,500		7,500	D(3)
Option to Purchase Class A Voting Common Stock	$11.35							09/23/2019	(3)	Class A Common Stock	4,000		4,000	D(3)

1. Name and Address of Reporting Person^*

Feinglass Howard

(Last) (First) (Middle)

2000 SALZEDO STREET, SUITE 1514

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Priam Capital Fund II, L.P.

(Last) (First) (Middle)

2000 SALZEDO STREET, SUITE 1514

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Priam Capital Associates II LLC

(Last) (First) (Middle)

2000 SALZEDO STREET, SUITE 1514

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Priam Captial Fund II, LP distributed these shares to unaffiliated limited partners in Priam Capital Fund II, LP for no consideration.

2. Priam Capital Fund II, L.P. ("Priam Capital II") directly holds the indicated number of shares of the Issuer's Class A Voting Common Stock. Priam Capital Associates II LLC ("Priam Capital Associates") is the general partner of Priam Capital II. Howard P. Feinglass is the managing member of Priam Capital Associates. By virtue of such relationships, Priam Capital Associates and Mr. Feinglass may be deemed to have voting and dispositive power over securities held by Priam Capital II and, as a result, may be deemed to have beneficial ownership of such securities. Priam Capital Associates and Mr. Feinglass disclaim beneficial ownership of the reported securities, except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that they are beneficial owners of such securities for the purposes of Section 16.

3. The options were previously granted to Mr. Feinglass as a director of the Company. Each option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) ten (10) years after its date of grant or (b) the (3) months after the date Mr. Feinglass ceases to serve as a non-employee of the Issuer.

	/s/ Robert Anderson by P.O.A. for Howard P. Feinglass	09/04/2025
	/s/ Priam Capital Associates II LLC Robert Anderson by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II, LLC	09/04/2025
	/s/ Priam Capital Fund II L.P. Robert Anderson by P.O.A. for Howard P. Feinglass, the managing member of Priam Capital Associates II, LLC, the general partner of Priam Capital Fund II, L.P.	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transaction did Howard P. Feinglass report on Form 4 for USCB (USCB)?

The filing reports a distribution of 500,000 Class A Voting Common Stock shares on 09/02/2025 from Priam Capital Fund II, L.P. to unaffiliated limited partners for no consideration.

How many USCB shares does Priam Capital Fund II, L.P. beneficially own after the transaction?

The Form 4 reports Priam Capital Fund II, L.P. beneficially owns 4,018,309 Class A shares indirectly following the reported transaction.

Does Howard P. Feinglass hold any USCB shares directly after the transaction?

Yes. The filing shows Mr. Feinglass holds 6,314 Class A shares directly after the reported transaction.

Are there outstanding options held by Mr. Feinglass on USCB stock?

Yes. The Form 4 discloses options to purchase 7,500 shares at $7.50 and 4,000 shares at $11.35, both exercisable under their original terms.

Why do Priam Capital Associates and Mr. Feinglass disclaim beneficial ownership in the filing?

They state the disclaimer because their connection (general partner and managing member relationships) may create deemed voting/dispositive power, but they disclaim beneficial ownership except for pecuniary interest, per the filing's explanation.