SCHEDULE: Patriot Financial Sells USCB Holdings Stake to T. Rowe Price

Patriot Financial Partners II and Parallel II sold 1.25 million shares of USCB Financial Holdings Class A Common Stock to T. Rowe Price clients for $21.49 million.

Summary

• Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. (collectively, "Patriot Funds") agreed to sell a total of 1,250,000 shares of USCB Financial Holdings, Inc. Class A Common Stock.
• The sale was made to clients of T. Rowe Price Investment Manager, Inc. ("Purchasers") on September 16, 2025.
• Patriot Financial Partners II, L.P. sold 1,119,391 shares, and Patriot Financial Partners Parallel II, L.P. sold 130,609 shares.
• The shares were sold at a price of $17.19 per share, totaling an aggregate purchase price of $21,487,500.
• Prior to this transaction, Patriot Financial Group II beneficially owned 2,047,409 shares, representing 11.3% of the outstanding Class A Common Stock.
• Following the sale, Patriot Financial Group II's aggregate beneficial ownership is reduced to 797,409 shares, representing approximately 4.4% of the outstanding shares.
• The calculation of percentages is based on 18,107,385 shares of Class A Common Stock outstanding as of September 15, 2025.

Sentiment

Score: 6

Explanation: The sale by Patriot Financial Partners reduces their stake significantly, which could be seen as a slight negative. However, the acquisition by T. Rowe Price clients represents new institutional interest, which is generally positive. The transaction itself is neutral regarding the company's operational performance.

Positives

• The transaction represents a significant institutional investment by clients of T. Rowe Price Investment Manager, Inc., potentially signaling confidence in USCB Financial Holdings.
• Patriot Financial Partners realized proceeds of $21,487,500 from the sale, indicating a successful divestment at a specific price point.

Negatives

• A substantial reduction in stake by a long-term institutional investor like Patriot Financial Partners could be perceived as a decrease in conviction or a strategic exit, potentially raising questions among other investors.
• The decrease in Patriot Financial Group II's beneficial ownership from 11.3% to approximately 4.4% means they are no longer a 10%+ beneficial owner, which could reduce their influence.

Future Outlook

This filing does not contain any forward-looking statements or guidance from USCB Financial Holdings, Inc. as it primarily reports a change in beneficial ownership.

Industry Context

This transaction involves a significant block of shares in a financial holding company, which is a common occurrence in the banking sector. The acquisition by clients of T. Rowe Price, a major asset manager, highlights continued institutional interest in the financial services industry.

Stakeholder Impact

• Shareholders will observe a significant shift in the company's ownership structure, with a large block of shares moving from one institutional holder to another.
• The change in major institutional holders could influence trading liquidity and overall investor perception of the company.

Key Dates

Recommendation

This filing primarily reports a change in beneficial ownership through a secondary market transaction. While the entry of T. Rowe Price clients is a positive signal of institutional interest, and Patriot Financial Partners realizing a gain is positive for them, the filing does not contain new information about USCB Financial Holdings' operational performance, financial health, or strategic direction that would fundamentally alter an investment thesis. Investors should maintain their current position and await further company-specific updates.

Keywords

USCB Financial Holdings, Patriot Financial Partners, T. Rowe Price, Class A Common Stock, SEC filing, Schedule 13D, stock sale, institutional investment, financial services, banking