| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, Par Value $1.00 Per Share |
| (b) | Name of Issuer:
USCB FINANCIAL HOLDINGS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
2301 NW 87TH AVENUE, 2301 NW 87TH AVENUE, DORAL,
FLORIDA
, 33172. |
Item 1 Comment:
INTRODUCTION
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") is being filed to amend and supplement the statement on Schedule 13D relating to Class A Voting Common Stock, par value $1.00 per share (the "Class A Common Stock"), of USCB Financial Holdings, Inc. (the "Issuer" or the "Company") as filed with the Securities and Exchange Commission (the "SEC") on January 6, 2022 (the "Schedule 13D"), Amendment No. 1 as filed with the SEC on September 4, 2025 ("Amendment No. 1"), Amendment No. 2 filed with the SEC on September 17, 2025 ("Amendment No. 2") and Amendment No. 3 filed with the SEC on December 12, 2025 ("Amendment No. 3"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Initial Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | (a) - (c) This Schedule 13D is being jointly filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the "Patriot Financial Group II." The Joint Filing Agreement of the members of the Patriot Financial Group II is filed as Exhibit 1 to this Schedule 13D.
This Schedule 13D is being jointly filed by the parties identified below. All of the filers of this Schedule 13D are collectively referred to as the "Patriot Financial Group II."
The following are members of the Patriot Financial Group II:
Patriot Financial Partners II, L.P., a Delaware limited partnership (the "Patriot Fund II");
Patriot Financial Partners Parallel II, L.P., a Delaware limited partnership (the "Patriot Parallel Fund II" and together with the Patriot Fund II, the "Patriot Funds");
Patriot Financial Partners GP II, L.P., a Delaware limited partnership and general partner of the Funds ("Patriot GP II");
Patriot Financial Partners GP II, LLC, a Delaware limited liability company and general partner of Patriot GP II ("Patriot II LLC");
Patriot Financial Manager, L.P., a Delaware limited partnership ("Manager LP");
Patriot Financial Manager, LLC, a Delaware limited liability company and general partner of Manager, LP ("Manager LLC" and together with Manager LP, the "Managers");
W. Kirk Wycoff, Ira M. Lubert and James J. Lynch, each of whom serve as general partners of the Funds and Patriot GP II and are members of Patriot II LLC and Manager LLC; and
James F. Deutsch, who is a member of the Patriot Funds' Investment Committee.
The Patriot Funds are private equity funds focused on investing in community banks and financial service-related companies throughout the United States. The principal business of Patriot GP II is to serve as the general partner of and to manage the Patriot Funds. The principal business of Patriot II LLC is to serve as the general partner of and to manage Patriot GP II. Manager LP serves as investment manager to the Funds. The principal employment of Messrs. Wycoff, Lubert, Lynch and Deutsch is investment management with each of the Patriot Funds, Patriot GP II, Patriot II LLC, and the Managers. |
| (b) | The business address of each member of the Patriot Financial Group II is c/o Patriot Financial Partners II, L.P., Four Radnor Corporate Center, Suite 210,100 Matsonford Road, Radnor, PA 19087. |
| (d) | During the last five years, no member of the Patriot Financial Group II has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
| (e) | During the last five years, no member of the Patriot Financial Group II has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each natural person who is a member of the Patriot Financial Group II is a citizen of the United States. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Patriot Financial Group II beneficially owns in the aggregate 317,786 shares of Class A Common Stock or 1.7% of the outstanding shares.
Patriot Fund II beneficially owns 274,400 shares of Class A Common Stock or 1.5% of the outstanding shares, with the shared power to vote and dispose the 274,400 shares and no sole power to vote and dispose the shares. Patriot Parallel Fund II beneficially owns 31,886 shares of Class A Common Stock or 0.2% of the outstanding shares, with the shared power to vote and dispose the 31,886 shares and no sole power to vote and dispose the shares. Manager LP holds directly 7,500 shares of Class A Common Stock. Each of the Managers, and Messrs. Lubert, Lynch and Deutsch beneficially owns 313,786 shares of Class A Common Stock or 1.7% of the outstanding shares, with the shared power to vote and dispose the 313,786 shares Each of Patriot GPII and Patriot II LLC beneficially owns 306,286 shares of Class A Common Stock or 1.7% of the outstanding shares with the shared power to vote and dispose of the 306,286 shares and no sole power to vote and dispose the shares. W. Kirk Wycoff beneficially owns 317,786 shares of Class A Common Stock or 1.7% of the outstanding shares, with the shared power to vote and dispose 313,786 shares and the sole power to vote and dispose of 4,000 shares. Each of the Managers and Messrs. Wycoff, Lubert, Lynch and Deutsch disclaims beneficial ownership of the shares owned by the Patriot Funds, except to the extent of its or their pecuniary interest therein. |
| (b) | See Item 5(a) above. |
| (c) | On July 15, 2026, Patriot Financial Partners II, LP and Patriot Financial Partners Parallel II, LP agreed to sell to Inversiones Atlantida, SA (the "Purchaser") 1,500,000 shares of Class A Common Stock for $18.50 per share for an aggregate purchase price of $27,750,000. On June 25, 2026, Mr. Wycoff exercised stock options to purchase 4,000 shares of Class A Common Stock at an exercise price of $11.35 per share. |
| (d) | Other than the Patriot Financial Group II, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Company referred to in this Item 5. |
| (e) | Not applicable. The calculations for percentage of outstanding shares are based on 18,263,900 shares of Class A Common Stock outstanding as of April 30, 2026 according to the Company's Quarterly Report on Form 10Q for the three months ended March 31, 2026. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 - Purchase Agreement dated July 15, 2026 between Patriot Financial Partners II LP, Patriot Financial Partners Parallel II, LP and Inversiones Atlantida, SA. |
