Patriot Financial Monetizes $21.49M Block in USCB, Retains 11.3% Ownership

Rhea-AI Filing Summary

Patriot Financial Group II reports collective beneficial ownership of 2,047,409 shares of USCB Financial Holdings Class A common stock, representing 11.3% of the outstanding class. The filing discloses that Patriot Financial Partners II, L.P. sold 1,119,391 shares and Patriot Financial Partners Parallel II, L.P. sold 130,609 shares to clients of T. Rowe Price at $17.19 per share, for an aggregate purchase price of $21,487,500. Ownership details show various related entities and individuals (including W. Kirk Wycoff, Ira Lubert, James Lynch and James Deutsch) hold between 1.2% and 11.3% individually, with most positions held as shared voting and dispositive power. Percentage calculations are based on 18,107,385 Class A shares outstanding according to the company.

Positive

• Group retains material stake: Patriot Financial Group II continues to hold 2,047,409 shares (11.3%), preserving significant influence.
• Transaction price disclosed: Sale executed at $17.19 per share, providing clear market pricing for a large block.
• Proceeds realized: Aggregate sale proceeds of $21,487,500 provide liquidity to the sellers.

Negative

• Material disposition: Patriot sold a combined 1,250,000 shares, reducing its absolute shareholdings.
• Shared control structure: Majority of holdings held with shared voting/dispositive power, which may limit clear single-party accountability.

Insights

Financial Analyst

TL;DR: A significant block sale of 1.25 million shares at $17.19 trimmed Patriot's position but the group remains a >11% holder.

The transaction monetizes a sizable portion of Patriot-managed holdings for roughly $21.49 million while the reporting group continues to beneficially own 2,047,409 shares (11.3%). From an investor perspective, the sale reduces the group's economic exposure but does not eliminate its influence because shared voting power of roughly 2.04 million shares remains. The disclosed per-share price provides a concrete market reference for the block transaction.

Corporate Governance Expert

TL;DR: Management-level investors retain shared control despite the disposition; governance influence likely persists.

The filing shows shared voting and dispositive power over 2,035,909 shares for several principals and entities, and W. Kirk Wycoff retains sole control over 11,500 option shares. Although Patriot sold 1,250,000 shares to T. Rowe Price clients, the group still reports over 11% ownership, which can be material for board- or shareholder-related matters. The disclosure and the explicit disclaimers of beneficial ownership for certain entities align with standard 13D practices.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

09/16/2025

(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 1,823,182.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,823,182.00

11

Aggregate amount beneficially owned by each reporting person

1,823,182.00

12

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

13

Percent of class represented by amount in Row (11)

10.1 %

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 212,727.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 212,727.00

11

Aggregate amount beneficially owned by each reporting person

212,727.00

12

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

13

Percent of class represented by amount in Row (11)

1.2 %

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 2,035,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,035,909.00

11

Aggregate amount beneficially owned by each reporting person

2,035,909.00

12

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

13

Percent of class represented by amount in Row (11)

11.2 %

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 2,035,909.00
9	Sole Dispositive Power 11,500.00
10	Shared Dispositive Power 2,035,909.00

11

Aggregate amount beneficially owned by each reporting person

2,047,909.00

12

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

13

Percent of class represented by amount in Row (11)

11.3 %

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 2,035,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,035,909.00

11

Aggregate amount beneficially owned by each reporting person

2,035,909.00

12

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

13

Percent of class represented by amount in Row (11)

11.2 %

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 2,035,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,035,909.00

11

Aggregate amount beneficially owned by each reporting person

2,035,909.00

12

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

13

Percent of class represented by amount in Row (11)

11.2 %

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 2,035,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,035,909.00

11

Aggregate amount beneficially owned by each reporting person

2,035,909.00

12

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

13

Percent of class represented by amount in Row (11)

11.2 %

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 2,035,909.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,035,909.00

11

Aggregate amount beneficially owned by each reporting person

2,035,909.00

12

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

13

Percent of class represented by amount in Row (11)

11.2 %

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. 2 to Schedule 13D ("Amendment No. 2") 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") and Amendment No 1 as filed with the SEC on September 4, 2025 ("Amendment No. 1"). 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 2,047,409 shares of Class A Common Stock or 11.3% of the outstanding shares.
(b)	Patriot Fund II beneficially owns 1,823,182 shares of Class A Common Stock or 10.1% of the outstanding shares, with the shared power to vote and dispose the 1,823,182 shares and no sole power to vote and dispose the shares. Patriot Parallel Fund II beneficially owns 212,727 shares of Class A Common Stock or 1.2% of the outstanding shares, with the shared power to vote and dispose the 212,727 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 2,035,909 shares of Class A Common Stock or 11.2% of the outstanding shares, with the shared power to vote and dispose the 2,035,909 shares and no sole power to vote and dispose the shares. W. Kirk Wycoff beneficially owns 2,047,409 shares of Class A Common Stock or 11.3% of the outstanding shares, with the shared power to vote and dispose 2,035,409 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 16, 2025, Patriot Financial Partners II, LP agreed to sell to clients of T. Rowe Price Investment Manager, Inc. (collectively, the "Purchasers") 1,119,391 shares of Class A Common Stock for $17.19 per share and Patriot Financial Partners Parallel II, LP agreed to sell to the Purchasers 130,609 shares of Class A Common Stock for $17.19 per share for an aggregate purchase price of $21,487,500.
(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 18,107,385 shares of Class A Common Stock outstanding as of September 15, 2025 according to information provided by the Company.
Item 7.	Material to be Filed as Exhibits.
	Purchase Agreement dated September 16, 2025 between Patriot Financial Partners II, LP, Patriot Financial Partners Parallel II, LP and T. Rowe Price Investment Management, Inc., as investment advisor or subadvisor (exhibits excluded).

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:	09/17/2025

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:	09/17/2025

Patriot Financial Partners GP 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.
Date:	09/17/2025

WYCOFF W KIRK

Signature:	/s/ W. Kirk Wycoff
Name/Title:	W. Kirk Wycoff
Date:	09/17/2025

LUBERT IRA M

Signature:	/s/ Ira M. Lubert
Name/Title:	Ira M. Lubert
Date:	09/17/2025

LYNCH JAMES J

Signature:	/s/ James J. Lynch
Name/Title:	James J. Lynch
Date:	09/17/2025

Patriot Financial Partners GP II, LLC

Signature:	/s/ W. Kirk Wycoff
Name/Title:	W. Kirk Wycoff, member
Date:	09/17/2025

Deutsch James F.

Signature:	/s/ James F. Deutsch
Name/Title:	James F. Deutsch
Date:	09/17/2025

FAQ

How many USCB (USCB) Class A shares does Patriot Financial Group II own after the transaction?

The group beneficially owns 2,047,409 shares, representing 11.3% of Class A common stock.

How many shares were sold and at what price in the disclosed transaction?

Patriot Financial Partners II sold 1,119,391 shares and Patriot Financial Partners Parallel II sold 130,609 shares at $17.19 per share.

What were the total proceeds from the sale reported in the filing?

The aggregate purchase price reported was $21,487,500.

On what basis were the ownership percentages calculated?

Percentages are based on 18,107,385 Class A shares outstanding, per company-provided information.

Do any individuals retain sole voting power over USCB shares in this filing?

Yes, W. Kirk Wycoff has sole voting and dispositive power over 11,500 option shares; other reported holdings are shown as shared.