SCHEDULE: USCB Financial Holdings Repurchases Shares from Patriot Funds

USCB Financial Holdings, Inc. announced an agreement to repurchase 1.2 million shares of its Class A Common Stock from Patriot Financial Partners for $17.19 per share.

Summary

• USCB Financial Holdings, Inc. (the "Company") entered into an agreement on September 2, 2025, to repurchase 1,200,000 shares of its Class A Common Stock.
• The shares are being repurchased from Patriot Financial Partners II, L.P. (1,074,616 shares) and Patriot Financial Partners Parallel II, L.P. (125,384 shares).
• The repurchase price is $17.19 per share, totaling approximately $20,628,000.
• Prior to this transaction, Patriot Financial Group II, including its various entities and associated individuals, beneficially owned an aggregate of 3,297,409 shares, representing 16.4% of the outstanding Class A Common Stock.
• The calculation of percentages is based on 20,078,385 shares of Class A Common Stock outstanding as of July 31, 2025.

Sentiment

Score: 6

Explanation: The share repurchase is a neutral to slightly positive event. It returns capital to shareholders and can be accretive to EPS, but a significant investor reducing its stake could be viewed with caution. The price of $17.19 per share is a factual transaction, not inherently positive or negative without further context on valuation.

Positives

• The share repurchase reduces the total number of outstanding shares, which can increase earnings per share (EPS) for remaining shareholders.
• Repurchasing shares at $17.19 per share suggests management believes the stock is undervalued or appropriately priced, providing a return of capital to selling shareholders.
• The transaction provides liquidity for Patriot Financial Partners to partially exit its investment.

Negatives

• The company is spending approximately $20.63 million on share repurchases, which could otherwise be used for growth initiatives, debt reduction, or other investments.
• A significant shareholder reducing its stake might be interpreted as a lack of conviction in the company's long-term growth prospects by some investors.

Risks

• No specific risks are explicitly mentioned in this Schedule 13D/A filing, as it primarily reports a change in beneficial ownership and a transaction.

Future Outlook

No specific forward-looking statements or guidance are provided in this filing, which is an amendment to a Schedule 13D focused on ownership changes.

Industry Context

Share repurchases are a common capital allocation strategy in the banking and financial services industry, often used to return capital to shareholders, manage share count, and potentially boost earnings per share. This specific transaction involves a significant institutional investor reducing its stake, which is also a common occurrence as investment funds mature or rebalance portfolios.

Comparison to Industry Standards

• The repurchase price of $17.19 per share would need to be compared against USCB Financial Holdings' historical trading range, book value per share, and valuation multiples (e.g., P/E, P/B) relative to its peer group (e.g., regional banks like OceanFirst Financial Corp., Lakeland Bancorp, or Provident Financial Services) to assess if the price is favorable for the company. Without these specific metrics or peer data in the filing, a direct comparison is not possible. However, a repurchase at or below intrinsic value is generally considered accretive.

Related Party Transactions

• The share repurchase from Patriot Financial Partners, a significant shareholder and likely an affiliate given the beneficial ownership percentages and board representation (W. Kirk Wycoff is a director), constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Remaining shareholders may benefit from a reduced share count, potentially leading to higher earnings per share. Selling shareholders receive liquidity at a defined price.
• Company: The company utilizes capital for the repurchase, impacting its cash reserves and capital structure.

Next Steps

• Completion of the share repurchase transaction as per the agreement dated September 2, 2025.

Key Dates

Recommendation

The share repurchase is a strategic capital allocation move that can be accretive to earnings per share for remaining shareholders. However, the partial exit by a significant institutional investor like Patriot Financial Partners warrants a "hold" recommendation. Investors should monitor the company's future capital allocation strategies and the rationale behind Patriot's decision, as well as the company's operational performance, before making a definitive buy or sell decision. The transaction itself is a defined event, not necessarily indicating a strong buy or sell signal without further context on valuation and future prospects.

Keywords

USCB Financial Holdings, share repurchase, stock buyback, Patriot Financial Partners, Class A Common Stock, SEC filing, beneficial ownership, financial services, banking