[Form 4] USCB Financial Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

USCB Financial Holdings insider report: The Form 4 shows that on 09/02/2025 reporting persons affiliated with Patriot Financial Partners sold a total of 1,200,000 shares of Class A Voting Common Stock at $17.19 per share, reducing the combined beneficial holdings reported on this filing to 3,285,909 shares. The filing states that Patriot Fund II sold 1,074,616 shares and Patriot Parallel Fund II sold 125,384 shares to the issuer. It also discloses that W. Kirk Wycoff holds outstanding options exercisable for 7,500 and 4,000 shares at exercise prices of $7.50 and $11.35, respectively, subject to standard director option terms.

Positive

• None.

Negative

• Insider sale of 1,200,000 shares at $17.19 reduces reported beneficial holdings, which may be viewed as a negative signal by some investors
• Significant reduction in fund stakes: Patriot Fund II and Patriot Parallel Fund II sold shares, lowering their holdings to 2,942,573 and 343,336 shares respectively

Insights

Securities Analyst

TL;DR: A significant insiders' sale of 1.2M shares was executed into the issuer at $17.19, materially reducing reported beneficial holdings.

The sale consists of two fund-level dispositions totaling 1,200,000 shares sold back to the company, with Patriot Fund II and Patriot Parallel Fund II reducing their stakes to 2,942,573 and 343,336 shares, respectively. The filing is joint, attributing beneficial ownership through a GP/LLC structure to named individuals, who disclaim direct beneficial ownership except for pecuniary interests. For investors this is a material change in insider holdings because the disposed amount is large relative to the aggregate post-transaction holdings reported on the form.

Corporate Governance Expert

TL;DR: Joint Form 4 clarifies ownership chain and documents a large, routine fund-level sale back to the issuer.

The disclosure carefully explains the relationships among Patriot entities and individual reporting persons and includes the customary disclaimer of beneficial ownership by named individuals for fund-held shares. The presence of exercisable director options and the ten-year/termination provisions are noted. The filing appears procedural and transparent; no regulatory exceptions or unexpected governance events are disclosed.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WYCOFF W KIRK

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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		D		1,200,000	D	$17.19	3,285,909	D(1)(2)(3)(4)

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	(5)	Class A Common Stock	7,500		7,500	D(5)
Option to Purchase Class A Voting Common Stock	$11.35							09/23/2019	(5)	Class A Common Stock	4,000		4,000	D(5)

1. Name and Address of Reporting Person^*

WYCOFF W KIRK

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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^*

Patriot Financial Partners GP II, L.P.

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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^*

Patriot Financial Partners II, L.P.

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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^*

Patriot Financial Partners Parallel II, L.P.

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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^*

Patriot Financial Partners GP II, LLC

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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^*

Deutsch James F.

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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^*

LYNCH JAMES J

(Last) (First) (Middle)

FOUR RADNOR CORPORATE CENTER

100 MATSONFORD ROAD, SUITE 210

(Street)

RADNOR PA 19087

(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. This Form 4 is filed jointly by Patriot Financial Partners GP II, LLC ("Patriot LLC"), Patriot Financial Partners GP II, LP. ("Patriot GP"), Patriot Financial Partners II, LP. ("Patriot Fund II"), Patriot Financial Partners Parallel II, LP. ("Patriot Parallel Fund II," together with Patriot Fund II, the "Funds"), W. Kirk Wycoff, James J. Lynch, Ira M. Luber! and James F. Deutsch. Patriot GP is a general partner of each of the Funds and Patriot LLC is a general partner of Patriot GP. In addition, each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch serve as general partners of the Funds and is a member of Patriot LLC. James F. Deutsch is a member of the Patriot Funds Investment Committee.

2. The securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC, W. Kirk Wycoff, James J. Lynch, Ira M. Lubert and James F. Deutsch. On September 2, 2025, Patriot Fund II agreed to sell 1,074,616 shares of common stock to the Issuer and Patriot Parallel Fund II agreed to sell 125,384 shares of common stock to the Issuer.

3. After the sale, Patriot Fund II holds 2,942,573 shares of common stock and Patriot Parallel Fund II holds 343,336 shares of common stock.

4. This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or, for purposes of Section 16 of the Exchange Act or otherwise (other than to the extent a Reporting Person directly holds the securities reported herein), and Messrs. Wycoff, Lynch, Lubert and Deutsch each disclaim beneficial ownership of the securities owned by the Funds, except to the extent of their respective pecuniary interest therein.

5. The options were previously granted to Mr. Wycoff 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. Wycoff ceases to serve as a non-employee of the Issuer.

	/s/ Patriot Financial Partners II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ Patriot Financial Partners GP II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ Patriot Financial Partners Parallel II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ Patriot Financial Partners GP II, LLC By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ W. Kirk Wycoff	09/04/2025
	/s/ James J. Lynch	09/04/2025
	/s/ James F. Deutsch	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.
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.

FAQ

What insider transaction is reported for USCB (USCB)?

The Form 4 reports that affiliated funds sold a total of 1,200,000 Class A shares on 09/02/2025 at $17.19 per share.

Who filed the Form 4 for USCB?

The filing was made jointly by Patriot Financial Partners GP II, LLC; Patriot Financial Partners GP II, L.P.; Patriot Financial Partners II, L.P.; Patriot Financial Partners Parallel II, L.P.; W. Kirk Wycoff; James J. Lynch; and James F. Deutsch.

How did the sale affect the funds' holdings?

After the sale Patriot Fund II holds 2,942,573 shares and Patriot Parallel Fund II holds 343,336 shares as reported in the filing.

Are there any stock options disclosed for insiders in this Form 4?

Yes. W. Kirk Wycoff has options exercisable for 7,500 and 4,000 Class A shares with exercise prices of $7.50 and $11.35, respectively.

Did the reporting persons disclaim beneficial ownership?

Yes. The filing states Messrs. Wycoff, Lynch, Lubert and Deutsch disclaim beneficial ownership of the securities owned by the Funds except for their pecuniary interests.