SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* WYCOFF W KIRK (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol USCB FINANCIAL HOLDINGS, INC. [ USCB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/02/2025
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Voting Common Stock	09/02/2025		D		1,200,000	D	$17.19	3,285,909	D(1)(2)(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Class A Voting Common Stock	$7.5							03/01/2016	(5)	Class A Common Stock	7,500		7,500	D(5)
Option to Purchase Class A Voting Common Stock	$11.35							09/23/2019	(5)	Class A Common Stock	4,000		4,000	D(5)

1. Name and Address of Reporting Person* WYCOFF W KIRK (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)

1. Name and Address of Reporting Person* Patriot Financial Partners GP II, L.P. (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)

1. Name and Address of Reporting Person* Patriot Financial Partners II, L.P. (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)

1. Name and Address of Reporting Person* Patriot Financial Partners Parallel II, L.P. (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)

1. Name and Address of Reporting Person* Patriot Financial Partners GP II, LLC (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)

1. Name and Address of Reporting Person* Deutsch James F. (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)

1. Name and Address of Reporting Person* LYNCH JAMES J (Last) (First) (Middle) FOUR RADNOR CORPORATE CENTER 100 MATSONFORD ROAD, SUITE 210 (Street) RADNOR PA 19087 (City) (State) (Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Patriot Financial Partners GP II, LLC ("Patriot LLC"), Patriot Financial Partners GP II, LP. ("Patriot GP"), Patriot Financial Partners II, LP. ("Patriot Fund II"), Patriot Financial Partners Parallel II, LP. ("Patriot Parallel Fund II," together with Patriot Fund II, the "Funds"), W. Kirk Wycoff, James J. Lynch, Ira M. Luber! and James F. Deutsch. Patriot GP is a general partner of each of the Funds and Patriot LLC is a general partner of Patriot GP. In addition, each of W. Kirk Wycoff, Ira M. Lubert and James J. Lynch serve as general partners of the Funds and is a member of Patriot LLC. James F. Deutsch is a member of the Patriot Funds Investment Committee.

2. The securities owned by the Funds may be regarded as being beneficially owned by Patriot GP, Patriot LLC, W. Kirk Wycoff, James J. Lynch, Ira M. Lubert and James F. Deutsch. On September 2, 2025, Patriot Fund II agreed to sell 1,074,616 shares of common stock to the Issuer and Patriot Parallel Fund II agreed to sell 125,384 shares of common stock to the Issuer.

3. After the sale, Patriot Fund II holds 2,942,573 shares of common stock and Patriot Parallel Fund II holds 343,336 shares of common stock.

4. 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.

5. The options were previously granted to Mr. Wycoff as a director of the Company. Each option to purchase Class A Voting Common Stock remains exercisable until the earlier of (a) ten (10) years after its date of grant or (b) the (3) months after the date Mr. Wycoff ceases to serve as a non-employee of the Issuer.

	/s/ Patriot Financial Partners II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ Patriot Financial Partners GP II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ Patriot Financial Partners Parallel II, L.P. By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ Patriot Financial Partners GP II, LLC By: W. Kirk Wycoff, a member of Patriot Financial Partners GP II, LLC, the general partner of Patriot Financial Partners GP II, L.P., the general partner of Patriot Financial Partners II, L.P.	09/04/2025
	/s/ W. Kirk Wycoff	09/04/2025
	/s/ James J. Lynch	09/04/2025
	/s/ James F. Deutsch	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

 

POWER OF ATTORNEY

 

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Luis de la Aguilera, Robert Anderson and Roberto Diaz, signing singly, the undersigned's true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned's individual capacity and in his capacity as a member of Patriot Financial Partners GP II, LLC, on its own behalf and as general partner of Patriot Financial Partners GP II, L.P., on its own behalf as general partner of Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P., Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder (the “Exchange Act”);

 

         (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute a Form ID (if necessary) and any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

         The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is USCB Financial Holdings, Inc. (the “Company”) assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of January 2024.

 

By:	/s/ W. Kirk Wycoff
	W. Kirk Wycoff