Form 4: USCB Financial Insiders Sell Shares Under 10b5-1 Plan

A group of insiders, including Director W. Kirk Wycoff and entities associated with Patriot Financial Partners, sold 21,327 shares of USCB Financial Holdings Class A Voting Common Stock.

Summary

• W. Kirk Wycoff, a Director and 10% Owner, along with several entities under Patriot Financial Partners, reported the sale of 21,327 shares of USCB Financial Holdings, Inc. Class A Voting Common Stock.
• The transaction occurred on November 24, 2025, at a weighted average price of $18.02 per share, with prices ranging from $17.99 to $18.18.
• The sale was executed pursuant to a Rule 10b5-1(c) contract, instruction, or written plan for the purchase or sale of equity securities.
• Following the transaction, the reporting persons beneficially own 2,014,582 shares of Class A Voting Common Stock.
• Specifically, Patriot Financial Partners II, L.P. sold 19,088 shares and Patriot Financial Partners Parallel II, L.P. sold 2,239 shares.
• After the sale, Patriot Fund II holds 1,804,094 shares and Patriot Parallel Fund II holds 210,488 shares.
• Mr. Wycoff also holds options to purchase 7,500 shares of Class A Voting Common Stock at $7.50 (granted 03/01/2016) and 4,000 shares at $11.35 (granted 09/23/2019), which were not part of this transaction.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, this transaction was conducted under a Rule 10b5-1 plan, suggesting it was pre-scheduled and not necessarily indicative of new negative information. The number of shares sold represents a small fraction of the total holdings by the reporting group.

Negatives

• Insider selling, even under a pre-arranged plan, can sometimes be perceived negatively by the market as it may suggest a lack of confidence, although this is not explicitly stated or implied by the filing itself.

Risks

• No specific risks are explicitly mentioned in the filing; it is a disclosure of a transaction.

Future Outlook

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

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 is a routine disclosure of an insider transaction within the financial services industry. Such filings provide transparency into the trading activities of company directors and significant shareholders, which is standard practice for publicly traded financial institutions.

Corporate Governance

Related Party Transactions

• The sale of 21,327 shares of Class A Voting Common Stock by a Director and 10% Owner group (W. Kirk Wycoff and Patriot Financial Partners entities) constitutes a related party transaction.

Stakeholder Impact

• Shareholders may observe the insider selling, which could lead to minor concerns, but the pre-scheduled nature of the sale under a 10b5-1 plan and the relatively small volume compared to total holdings suggest limited direct impact.
• The Power of Attorney for Ira M. Lubert ensures continued compliance with regulatory reporting, benefiting all stakeholders by maintaining transparency.

Next Steps

• The reporting persons will continue to comply with Section 16 reporting obligations for any future changes in beneficial ownership.

Key Dates

Recommendation

The filing reports a routine insider sale under a pre-arranged 10b5-1 plan, which is not typically indicative of a significant change in the company's fundamental outlook. The volume of shares sold is relatively small compared to the total holdings of the insider group. Therefore, this single transaction does not warrant a change in investment recommendation, and a 'hold' stance is appropriate while monitoring future developments and broader market trends for USCB Financial Holdings.

Keywords

USCB Financial Holdings, USCB, Form 4, Insider Trading, Stock Sale, Beneficial Ownership, Patriot Financial Partners, W. Kirk Wycoff, Director, 10% Owner, Rule 10b5-1