Form 4: USCB Financial Director & 10% Owner Sells Shares

A group of reporting persons, including director W. Kirk Wycoff and entities associated with Patriot Financial Partners, sold 14,695 shares of USCB Financial Holdings, Inc. Class A Voting Common Stock.

Summary

• W. Kirk Wycoff, a director and 10% owner of USCB Financial Holdings, Inc., along with several affiliated Patriot Financial Partners entities and individuals, reported a sale of company stock.
• On December 2, 2025, a total of 14,695 shares of Class A Voting Common Stock were disposed of.
• The shares were sold at a weighted average price of $17.75 per share, with individual transactions ranging from $17.60 to $18.01.
• Following the transaction, the reporting persons beneficially own 1,977,329 shares directly.
• Specifically, Patriot Financial Partners II, L.P. sold 13,152 shares and now holds 1,770,753 shares.
• Patriot Financial Partners Parallel II, L.P. sold 1,543 shares and now holds 206,576 shares.
• W. Kirk Wycoff also holds options to purchase 7,500 shares of Class A Voting Common Stock at an exercise price of $7.50, exercisable since March 1, 2016.
• Additionally, W. Kirk Wycoff holds options to purchase 4,000 shares of Class A Voting Common Stock at an exercise price of $11.35, exercisable since September 23, 2019.
• The options remain exercisable for ten years from the grant date or three months after Mr. Wycoff ceases to be a non-employee director.

Sentiment

Score: 3

Explanation: The sale of shares by a director and significant shareholder is generally viewed negatively by the market, as it can imply a lack of confidence or a belief that the stock is fully valued or overvalued. While the amount sold is a small percentage of total holdings, the action itself is a negative signal.

Negatives

• A director and 10% owner, along with affiliated entities, sold a significant number of shares, which could be interpreted by the market as a lack of confidence or a move to diversify holdings.

Risks

• The sale by a director and significant shareholder could signal potential concerns about the company's future performance or valuation, potentially leading to negative investor sentiment.
• The weighted average sale price of $17.75 is below the current market price, which could indicate a perceived overvaluation or a strategic decision to lock in gains.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The reporting persons undertake to provide to USCB, any security holder of USCB, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
• This filing shall not be deemed an admission that the Reporting Persons are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), or, for purposes of Section 16 of the Exchange Act or otherwise (other than to the extent a Reporting Person directly holds the securities reported herein), and Messrs. Wycoff, Lynch, Lubert and Deutsch each disclaim beneficial ownership of the securities owned by the Funds, except to the extent of their respective pecuniary interest therein.

Industry Context

This Form 4 filing details an insider transaction specific to USCB Financial Holdings, Inc. and does not provide broader industry context or trends. It reflects a decision by a significant shareholder and director to reduce their equity stake.

Related Party Transactions

• The transaction involves W. Kirk Wycoff, a director and 10% owner, and entities associated with Patriot Financial Partners, where Wycoff, James J. Lynch, Ira M. Lubert, and James F. Deutsch hold various general partner and member roles. The shares sold were held by Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P., which are managed by the reporting persons.

Stakeholder Impact

• Shareholders may interpret the insider sale as a negative signal, potentially leading to decreased investor confidence and downward pressure on the stock price.
• The sale could prompt existing shareholders to re-evaluate their positions in USCB Financial Holdings, Inc.

Key Dates

Recommendation

While an insider sale by a director and significant shareholder is generally a negative signal, the amount sold represents a relatively small portion of the total beneficial ownership. Investors should 'hold' and monitor future insider activity and company performance, as this single transaction, while notable, may not be indicative of a fundamental shift without further context or additional sales.

Keywords

USCB Financial Holdings, USCB, Insider Sale, Form 4, Director Transaction, 10% Owner, Patriot Financial Partners, Stock Sale, Equity Disposal