[SCHEDULE 13G/A] USCB FINANCIAL HOLDINGS, INC. Amended Passive Investment Disclosure
Endeavour discloses 5.8% stake in USCB Financial
Endeavour Capital Advisors Inc. and related investors report beneficial ownership of 1,057,369 shares of USCB Financial Holdings, Inc. Class A common stock, representing 5.8% of the class.
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Endeavour Capital Advisors Inc. and related investors report beneficial ownership of 1,057,369 shares of USCB Financial Holdings, Inc. Class A common stock, representing 5.8% of the class. The stake is reported jointly by Endeavour Capital Advisors Inc., Endeavour Regional Bank Opportunities Fund II L.P., and individuals Laurence M. Austin, Mitchell J. Katz, and Jonah Marcus.
The ownership percentages are based on 18,137,885 Class A shares outstanding as of December 31, 2025, as referenced from an issuer Form 8-K exhibit. The filers certify the shares were not acquired and are not held for the purpose of changing or influencing control of USCB Financial Holdings.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of USCB (USCB) does Endeavour Capital Advisors report owning?
Endeavour Capital Advisors and related investors report beneficial ownership of 5.8% of USCB Financial Holdings’ Class A common stock. This percentage is calculated using 18,137,885 shares outstanding as of December 31, 2025, as referenced from an issuer Form 8-K exhibit.
How many USCB Financial Class A shares are beneficially owned by the Endeavour group?
The filing reports beneficial ownership of 1,057,369 shares of USCB Financial Holdings’ Class A common stock. This total reflects shared voting and dispositive power among Endeavour Capital Advisors Inc., its fund entity, and three individual reporting persons acting together.
Who are the reporting persons in this USCB (USCB) Schedule 13G/A filing?
The joint filing is made by Endeavour Capital Advisors Inc., Endeavour Regional Bank Opportunities Fund II L.P., and individuals Laurence M. Austin, Mitchell J. Katz, and Jonah Marcus. They report shared voting and dispositive power over the same block of USCB Class A shares.
Does the Endeavour group state any intent to influence control of USCB Financial?
The reporting persons certify the securities were not acquired and are not held to change or influence control of USCB Financial Holdings. They also state the holdings are not part of any transaction with that purpose, other than limited proxy nomination activities cited in the certification language.
What is the share count used to calculate the 5.8% USCB ownership in this filing?
The reported 5.8% ownership is calculated using 18,137,885 shares of Class A common stock outstanding as of December 31, 2025. This outstanding share figure comes from Exhibit 99.1 to USCB Financial Holdings’ Form 8-K referenced in the filing.
What voting and dispositive powers does Endeavour Capital report over USCB shares?
The filing shows 0 shares with sole voting or dispositive power and 1,057,369 shares with shared voting and shared dispositive power for several reporting persons. This means decisions to vote or sell these USCB Financial shares are made jointly rather than individually.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
USCB Financial Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $1.00 par value per share
(Title of Class of Securities)
90355N101
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
90355N101
1
Names of Reporting Persons
Endeavour Capital Advisors Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,057,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,057,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,057,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.8 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
90355N101
1
Names of Reporting Persons
Endeavour Regional Bank Opportunities Fund II LP.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,046,991.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,046,991.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,046,991.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
90355N101
1
Names of Reporting Persons
Laurence M. Austin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,057,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,057,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,057,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No.
90355N101
1
Names of Reporting Persons
Mitchell J. Katz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,057,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,057,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,057,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP No.
90355N101
1
Names of Reporting Persons
Jonah Marcus
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,057,369.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,057,369.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,057,369.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.8 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
USCB Financial Holdings, Inc.
(b)
Address of issuer's principal executive offices:
2301 N.W. 87th Avenue, Doral, FL 33172
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, with respect to shares of Class A Common Stock, par value $1.00 par value per share (the "Class A Common Stock") of USCB Financial Holdings, Inc. (the "Issuer"): (i) Endeavour Capital Advisors Inc. ("Endeavour"), (ii) Endeavour Regional Bank Opportunities Fund II L.P. (the "Fund"), (iii) Laurence M. Austin, (iv) Mitchell J. Katz and (v) Jonah Marcus.
(b)
Address or principal business office or, if none, residence:
Endeavour Capital Advisors Inc.
410 Greenwich Avenue
Greenwich, CT 06830
(c)
Citizenship:
Endeavour is a Delaware corporation, the Fund is a Delaware limited partnership and Messrs. Austin, Katz and Marcus are citizens of the United States of America.
(d)
Title of class of securities:
Class A Common Stock, $1.00 par value per share
(e)
CUSIP No.:
90355N101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in items 5 through 9 on the cover pages of this Schedule 13G is hereby incorporated by reference. The ownership percentages are based on 18,137,885 shares of Class A Common Stock outstanding as of December 31, 2025, as reported in Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 22, 2026.
(b)
Percent of class:
The information in item 11 of the cover pages of this Schedule 13G is hereby incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information in item 5 of the cover pages of this Schedule 13G is hereby incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information in item 6 of the cover pages of this Schedule 13G is hereby incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information in item 7 of the cover pages of this Schedule 13G is hereby incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information in item 8 of the cover pages of this Schedule 13G is hereby incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Endeavour Capital Advisors Inc.
Signature:
/s/ Glenn Hofsess*
Name/Title:
Glenn Hofsess, Chief Financial Officer
Date:
02/13/2026
Endeavour Regional Bank Opportunities Fund II LP.
Signature:
/s/ Glenn Hofsess*
Name/Title:
By: Endeavour Capital Advisors Inc., its investment advisor By: Glenn Hofsess, Chief Financial Officer
Date:
02/13/2026
Laurence M. Austin
Signature:
/s/ Laurence M. Austin*
Name/Title:
Laurence M. Austin
Date:
02/13/2026
Mitchell J. Katz
Signature:
/s/ Mitchell J. Katz*
Name/Title:
Mitchell J. Katz
Date:
02/13/2026
Jonah Marcus
Signature:
/s/ Jonah Marcus*
Name/Title:
Jonah Marcus
Date:
02/13/2026
Comments accompanying signature: *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein, and this report shall not otherwise be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
