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USCB Form 4: Patriot Funds and Director Sold 1.25M Shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Patriot-related investors and director W. Kirk Wycoff reported sales of common stock in USCB Financial Holdings. On September 16, 2025, a total of 1,250,000 Class A Voting Common Stock shares were disposed of at a reported price of $17.19 per share. The filing is submitted jointly by Patriot Financial Partners entities, W. Kirk Wycoff and three other individuals who are affiliated with the Patriot funds. After the transactions, the filing states Patriot Fund II holds 1,823,182 shares and Patriot Parallel Fund II holds 212,727 shares. The filing also discloses that Wycoff holds certain outstanding options totaling 11,500 underlying shares.

Positive

  • None.

Negative

  • Large insider disposition: Reporting persons sold 1,250,000 Class A shares at $17.19, a sizable reduction in affiliated holdings.
  • Concentration risk: The sellers are >10% owners and directors, so the sale materially changes the ownership profile of the Funds.

Insights

TL;DR: Large insider sale by Patriot-related holders and a director reduced affiliated fund positions; transaction size and price are material to holdings.

The Form 4 reports a single-day disposal of 1,250,000 Class A shares at $17.19 per share by reporting persons affiliated with Patriot Financial Partners and director W. Kirk Wycoff. The filing clarifies post-transaction fund holdings of 1,823,182 and 212,727 shares for the two funds. While the filing does not state the percentage of total outstanding shares, the absolute size of the sale is substantial for an insider group and could influence near-term float and supply dynamics. No forward-looking commentary or change in board roles is disclosed.

TL;DR: Joint filing shows coordinated disposition by large shareholders; disclosures and disclaimers of beneficial ownership are standard.

The Form 4 is filed jointly by multiple Patriot entities and individuals and includes the customary disclaimers that the individuals disclaim beneficial ownership of the Funds' shares except for pecuniary interests. It documents that Patriot Fund II and Patriot Parallel Fund II agreed to sell 1,119,391 and 130,609 shares respectively. Options previously granted to Mr. Wycoff remain exercisable under their stated terms. The form contains standard legal acknowledgements and signatures; no governance changes or regulatory matters are reported.

Insider WYCOFF W KIRK, Patriot Financial Partners GP II, L.P., Patriot Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P., Patriot Financial Partners GP II, LLC, Deutsch James F., LUBERT IRA M, LYNCH JAMES J
Role Director, 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Disposition Class A Voting Common Stock 1,250,000 $17.19 $21.49M
holding Option to Purchase Class A Voting Common Stock -- -- --
holding Option to Purchase Class A Voting Common Stock -- -- --
Holdings After Transaction: Class A Voting Common Stock — 2,035,909 shares (Direct); Option to Purchase Class A Voting Common Stock — 11,500 shares (Direct)
Footnotes (5)
  1. F1. 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. Lubert 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. F2. 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 15, 2025, Patriot Fund II agreed to sell 1,119,391 shares of common stock and Patriot Parallel Fund II agreed to sell 130,609 shares of common stock.
  3. F3. After the sale, Patriot Fund II holds 1,823,182 shares of common stock and Patriot Parallel Fund II holds 212,727 shares of common stock.
  4. F4. 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. F5. 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.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did the Form 4 for USCB (USCB) report?
The Form 4 reports a disposition of 1,250,000 Class A shares on 09/16/2025 at a price of $17.19 per share by Patriot-affiliated reporting persons and W. Kirk Wycoff.

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; Ira M. Lubert; and James F. Deutsch.

How many shares do the Patriot funds hold after the sale?
After the reported sale, Patriot Fund II holds 1,823,182 shares and Patriot Parallel Fund II holds 212,727 shares, per the filing.

Did the filing disclose any stock option holdings for insiders?
Yes. The filing lists options held by W. Kirk Wycoff underlying a total of 11,500 Class A shares (7,500 and 4,000 from two option grants).

Are the reporting individuals claiming beneficial ownership of the Funds' shares?
The filing states the individuals disclaim beneficial ownership of the securities owned by the Funds except to the extent of their pecuniary interest, and clarifies the Funds' securities may be regarded as beneficially owned by the Patriot entities and listed individuals.
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).
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)
09/16/2025
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 09/16/2025 D 1,250,000 D $17.19 2,035,909 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*
LUBERT IRA M
(Last) (First) (Middle)
FMC TOWER AT CIRA CENTRE SOUTH
2929 WALNUT STREET, SUITE 1550
(Street)
PHILADELPHIA PA 19104
(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. Lubert 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 15, 2025, Patriot Fund II agreed to sell 1,119,391 shares of common stock and Patriot Parallel Fund II agreed to sell 130,609 shares of common stock.
3. After the sale, Patriot Fund II holds 1,823,182 shares of common stock and Patriot Parallel Fund II holds 212,727 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. 09/17/2025
/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. 09/17/2025
/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 Parallel II, L.P. 09/17/2025
/s/ Patriot Financial Partners GP II, LLC By: W. Kirk Wycoff, a member 09/17/2025
/s/ W. Kirk Wycoff 09/17/2025
/s/ James F. Deutsch 09/17/2025
/s/ Ira M. Lubert 09/17/2025
/s/ James J. Lynch 09/17/2025
** 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.

Source: View Original Filing on SEC EDGAR