SCHEDULE: Priam Capital Adjusts USCB Financial Holdings Stake

Priam Capital Fund II, LP distributed 500,000 shares of USCB Financial Holdings Class A Common Stock to limited partners, adjusting its beneficial ownership to 20.0%.

Summary

• Priam Capital Fund II, LP distributed 500,000 shares of USCB Financial Holdings, Inc. Class A Common Stock to two unaffiliated limited partners on September 2, 2025, for no consideration.
• Following this distribution, Priam Capital Fund II, LP and Priam Capital Associates II, LLC each beneficially own 4,018,309 shares, representing 20.0% of the Class A Common Stock.
• Howard Feinglass, the managing member of Priam Capital Associates II, LLC and a director of USCB Financial Holdings, beneficially owns 4,036,123 shares, representing 20.1% of the Class A Common Stock.
• Mr. Feinglass's beneficial ownership includes 17,814 shares with sole voting and dispositive power, in addition to shared power over the shares held by the Fund.
• The percentage ownership calculations are based on 20,078,385 shares of Class A Common Stock outstanding as of July 31, 2025, with Mr. Feinglass's percentage based on 20,089,885 shares assuming his options were exercised.

Sentiment

Score: 5

Explanation: The filing is neutral, reporting a change in beneficial ownership due to a share distribution by an investment fund. It does not contain information that would significantly alter the perception of the company's operational or financial health.

Future Outlook

NA

Industry Context

This filing represents a routine update to beneficial ownership by a significant shareholder in the financial services sector. Such distributions by investment funds are common and typically reflect portfolio management decisions rather than specific industry trends.

Stakeholder Impact

• Shareholders: The distribution of shares by Priam Capital Fund II, LP to its limited partners results in a slight decrease in the aggregate beneficial ownership percentage held by the Priam Capital entities, potentially increasing the free float of shares available in the market over time. This is a change in the ownership structure of a significant block of shares.

Key Dates

Recommendation

This filing is an amendment to a Schedule 13D, primarily reporting a distribution of shares by an investment fund to its limited partners. It does not contain new financial performance data, strategic shifts, or other material information that would warrant a change in investment recommendation. The change in beneficial ownership percentage is minor and reflects internal fund management rather than a change in investment thesis for USCB Financial Holdings. Therefore, a 'hold' recommendation is appropriate as the fundamental outlook remains unchanged based on this specific filing.

Keywords

USCB Financial Holdings, Priam Capital, Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Share Distribution, SEC Filing, Financial Services, Banking