Form 4: USCB Officer Sells Shares for Tax Obligations

Nicholas Bustle, EVP and Chief Lending Officer of USCB Financial Holdings, Inc., disposed of 1,623 shares of Class A Voting Common Stock to cover tax withholding obligations.

Summary

• Nicholas Bustle, Executive Vice President and Chief Lending Officer of USCB Financial Holdings, Inc. (USCB), reported a transaction on October 28, 2025.
• Disposed of 1,623 shares of Class A Voting Common Stock at a price of $17.6 per share.
• The disposition was made to satisfy tax withholding obligations, indicated by transaction code 'F', and was executed under a Rule 10b5-1(c) plan.
• Following the transaction, Bustle directly owns 41,459 shares of Class A Voting Common Stock.
• Direct holdings include 6,947 restricted shares vesting from January 21, 2026; 2,174 restricted shares (from a grant of 3,261) vesting from January 22, 2025; 2,039 restricted shares (from a grant of 6,117) vesting from March 8, 2024; and 13,333 restricted shares (from a grant of 20,000) vesting from October 28, 2025.
• Bustle also indirectly owns 9,820 shares through his daughters and 6,250 shares through his spouse, totaling 16,070 indirect shares.
• Additionally, Bustle holds 70,000 stock options directly: 30,000 options with an exercise price of $11.35, vesting from April 17, 2020, and expiring on April 17, 2029; and 40,000 options with an exercise price of $12.05, vesting from September 27, 2022, and expiring on September 27, 2031.

Sentiment

Score: 6

Explanation: The transaction is a routine, non-discretionary disposition of shares to cover tax withholding obligations, a common occurrence for executives receiving equity compensation. The officer retains substantial direct and indirect holdings, including significant stock options, indicating continued alignment with company performance.

Positives

• The transaction was a disposition for tax withholding obligations, which is a common and non-discretionary event for executives receiving equity compensation.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and non-discretionary sale, reducing concerns about opportunistic insider selling.
• The reporting person retains a significant direct beneficial ownership of 41,459 shares and indirect ownership of 16,070 shares, along with 70,000 stock options, demonstrating continued alignment with shareholder interests.

Negatives

• The disposition of 1,623 shares, even for tax purposes, results in a minor reduction of the officer's direct equity stake in the company.

Risks

• NA

Future Outlook

NA

Industry Context

NA

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• NA

Stakeholder Impact

• Shareholders: A minor reduction in an executive's direct ownership, but for a routine tax purpose. The overall executive alignment remains strong due to significant remaining holdings and stock options.
• Employees: No direct impact mentioned in this filing.

Next Steps

• Continued vesting of various restricted stock grants on their respective schedules, with the next commencement date being January 21, 2026.
• Potential future exercise of stock options prior to their expiration dates of April 17, 2029, and September 27, 2031.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares by an executive to cover tax obligations, which is a common event and not indicative of a change in the company's fundamentals or the executive's confidence. The executive retains substantial equity and option holdings. Therefore, the filing itself does not provide a basis for a change in investment recommendation; a 'hold' stance is appropriate, pending further fundamental analysis of USCB Financial Holdings, Inc.

Keywords

USCB, Financial Holdings, Nicholas Bustle, Insider Transaction, Form 4, Stock Sale, Executive Compensation, Restricted Stock, Stock Options, Tax Withholding, 10b5-1 Plan