[SCHEDULE 13D/A] USCB Financial Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Patriot Financial Group II and related persons report beneficial ownership of 3,297,409 shares of USCB Financial Holdings, Inc. Class A common stock, representing 16.4% of the outstanding Class A shares (based on 20,078,385 shares outstanding as of July 31, 2025). The filing amends a prior Schedule 13D and discloses shared voting and dispositive power over 3,285,909 shares for certain Patriot entities and individuals; W. Kirk Wycoff also holds 11,500 shares of sole voting and dispositive power representing director options.

The amendment also discloses that on September 2, 2025 Patriot Financial Partners II, L.P. agreed to sell 1,074,616 shares to the company and Patriot Financial Partners Parallel II, L.P. agreed to sell 125,384 shares to the company at $17.19 per share, and that a Stock Repurchase Agreement dated September 2, 2025 is filed as an exhibit.

Positive

• Disclosure of material transaction: The filing explicitly discloses a Stock Repurchase Agreement and exact share counts sold to the company at $17.19 per share.
• Clear ownership percentages: Reporting quantifies aggregate beneficial ownership as 3,297,409 shares (16.4%) using a defined share base of 20,078,385 shares.

Negative

• Concentrated shared control: A large block (16.4%) is subject to shared voting/dispositive power across multiple affiliated entities and individuals, limiting clarity on independent decision making.
• Post-repurchase holdings unclear: The filing states the repurchase amounts and the agreement date but does not explicitly state the immediate post-transaction ownership breakdown for each reporting person.

Insights

Corporate Governance Expert

TL;DR: Significant 16.4% stake reported and a material share sale to the issuer at $17.19 per share; governance influence remains concentrated.

The filing shows Patriot Financial Group II and affiliated persons control a sizeable block of USCB Class A stock (16.4%), with shared voting/dispositive power across multiple entities and individuals. The disclosed sale of 1,200,000 combined shares back to the company (1,074,616 and 125,384) at $17.19 per share is material because it involves an affiliated large holder and a formal Stock Repurchase Agreement is attached. W. Kirk Wycoff retains limited sole voting/dispositive power over 11,500 shares (director options), while most holdings are shared, indicating coordinated control rather than independent holders. This structure may affect board influence and future corporate actions.

Securities Analyst

TL;DR: The amendment discloses ownership percentages, shared control, and a repurchase priced at $17.19, which are directly material to holders.

The amendment quantifies ownership precisely: aggregate beneficial ownership figures are provided for each reporting person and percent ownership is calculated using 20,078,385 Class A shares. The reported repurchase price of $17.19 per share and the exact share counts being sold are explicit and important for valuation context. The filing does not provide rationale for the repurchase, timing beyond the September 2, 2025 date, or the post-transaction ownership breakdown, which leaves some material follow-up questions for investors.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

USCB FINANCIAL HOLDINGS, INC.

(Name of Issuer)

Class A Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

90355N101

(CUSIP Number)

W. Kirk Wycoff
Four Radnor Corporate Center, Suite 210
Radnor, PA, 19087
215-399-4650

Philip Ross Bevan, Esq.
3299 K Street, N.W., Suite 100
Washington, DC, 20007
202-295-4500

Kenneth B. Tabach, Esq.
3299 K Street, N.W., Suite 100
Washington, DC, 20007
2022954500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

Patriot Financial Partners II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,942,573.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,942,573.00

11

Aggregate amount beneficially owned by each reporting person

2,942,573.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

Patriot Financial Partners Parallel II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 343,336.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 343,336.00

11

Aggregate amount beneficially owned by each reporting person

343,336.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

Patriot Financial Partners GP II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,285,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,285,909.00

11

Aggregate amount beneficially owned by each reporting person

3,285,909.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

WYCOFF W KIRK

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 11,500.00
8	Shared Voting Power 3,285,909.00
9	Sole Dispositive Power 11,500.00
10	Shared Dispositive Power 3,285,909.00

11

Aggregate amount beneficially owned by each reporting person

3,297,409.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

LUBERT IRA M

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,285,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,285,909.00

11

Aggregate amount beneficially owned by each reporting person

3,285,909.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

LYNCH JAMES J

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,285,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,285,909.00

11

Aggregate amount beneficially owned by each reporting person

3,285,909.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

Patriot Financial Partners GP II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,285,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,285,909.00

11

Aggregate amount beneficially owned by each reporting person

3,285,909.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 90355N101

1

Name of reporting person

Deutsch James F.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,285,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,285,909.00

11

Aggregate amount beneficially owned by each reporting person

3,285,909.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.4 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

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. 1 to Schedule 13D ("Amendment No. 1") 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"). All capitalized terms not otherwise defined herein shall have the meaning ascribed to the terms in the Initial Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Patriot Financial Group II beneficially owns in the aggregate 3,297,409 shares of Class A Common Stock or 16.4% of the outstanding shares.
(b)	Patriot Fund II beneficially owns 2,942,573 shares of Class A Common Stock or 1.7% of the outstanding shares, with the shared power to vote and dispose the 2,942,573 shares and no sole power to vote and dispose the shares. Patriot Parallel Fund II beneficially owns 343,336 shares of Class A Common Stock or 1.7% of the outstanding shares, with the shared power to vote and dispose the 343,336 shares and no sole power to vote and dispose the shares. Each of Patriot GP II, Patriot II LLC and Messrs. Lubert, Lynch and Deutsch beneficially owns 3,285,909 shares of Class A Common Stock or 16.4% of the outstanding shares, with the shared power to vote and dispose the 3,285,909 shares and no sole power to vote and dispose the shares. W. Kirk Wycoff beneficially owns 3,297,409 shares of Class A Common Stock or 16.4% of the outstanding shares, with the shared power to vote and dispose the 3,297,409 shares and the sole power to vote and dispose of 11,500 shares, which represent options granted to Mr. Wycoff as a director of the Company. Each of Patriot II GP, Patriot II LLC 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.
(c)	On September 2, 2025, Patriot Financial Partners II, LP agreed to sell to the Company 1,074,616 shares of Class A Common Stock for $17.19 per share and Patriot Financial Partners Parallel II, LP agreed to sell to the Company 125,384 shares of Class A Common Stock for $17.19 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 20,078,385 shares of Class A Common Stock outstanding as of July 31, 2025.
Item 7.	Material to be Filed as Exhibits.
	Stock Repurchase Agreement dated September 2, 2025 between USCB Financial Holdings, Inc. and Patriot Financial Partners II, LP and Patriot Financial Partners Parallel II, LP

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Patriot Financial Partners II, L.P.

Signature:	/s/ W. Kirk Wycoff
Name/Title:	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
Date:	09/04/2025

Patriot Financial Partners Parallel II, L.P.

Signature:	/s/ W. Kirk Wycoff
Name/Title:	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
Date:	09/04/2025

Patriot Financial Partners GP II, L.P.

Signature:	W. Kirk Wycoff
Name/Title:	W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC., the general partner of Patriot Financial Partners GP II, L.P.
Date:	09/04/2025

WYCOFF W KIRK

Signature:	/s/ W. Kirk Wycoff
Name/Title:	W. Kirk Wycoff
Date:	09/04/2025

LUBERT IRA M

Signature:	/s/ Ira M. Lubert
Name/Title:	Ira M. Lubert
Date:	09/04/2025

LYNCH JAMES J

Signature:	/s/ James J. Lynch
Name/Title:	James J. Lynch
Date:	09/04/2025

Patriot Financial Partners GP II, LLC

Signature:	/s/ W. Kirk Wycoff
Name/Title:	W. Kirk Wycoff, member
Date:	09/04/2025

Deutsch James F.

Signature:	/s/James F. Deutsch
Name/Title:	James F. Deutsch
Date:	09/04/2025

FAQ

How many USCB (USCB) Class A shares does Patriot Financial Group II beneficially own?

The filing reports Patriot Financial Group II beneficially owns 3,297,409 shares of Class A common stock, representing 16.4% of outstanding Class A shares.

What shares were sold to USCB under the Stock Repurchase Agreement?

On September 2, 2025, Patriot Financial Partners II, L.P. agreed to sell 1,074,616 shares and Patriot Financial Partners Parallel II, L.P. agreed to sell 125,384 shares to USCB at $17.19 per share.

What voting power do the reporting persons have over the shares?

Most reported holdings are under shared voting and dispositive power (e.g., 3,285,909 shares reported with shared power); W. Kirk Wycoff has sole voting and dispositive power over 11,500 shares.

What share count was used to calculate percentage ownership?

Percentages are calculated using 20,078,385 shares of Class A common stock outstanding as of July 31, 2025.

Is the Stock Repurchase Agreement included as an exhibit?

Yes. Item 7 states the Stock Repurchase Agreement dated September 2, 2025 between USCB and the two Patriot funds is filed as an exhibit.