Insider Sale: Patriot Funds Reduce USCB Holdings by 1.2M Shares
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Voting Common Stock | 1,200,000 | $17.19 | $20.63M |
| holding | Option to Purchase Class A Voting Common Stock | -- | -- | -- |
| holding | Option to Purchase Class A Voting Common Stock | -- | -- | -- |
Footnotes (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. 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. 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. 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. 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.
