SCHEDULE: USCB Financial Holdings: Patriot Financial Sells 1.5M Shares

Patriot Financial Partners sells 1,500,000 shares of USCB Financial Holdings Class A common stock to Inversiones Atlantida, SA for $27.75 million.

Summary

• Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel Fund II, L.P. (collectively, the Sellers) have entered into a Purchase Agreement to sell 1,500,000 shares of Class A voting common stock of USCB Financial Holdings, Inc. (the Company) to Inversiones Atlantida, SA (the Purchaser).
• The transaction is valued at $18.50 per share, totaling an Aggregate Purchase Price of $27,750,000.
• The sale is being conducted pursuant to an effective registration statement on Form S-3, ensuring the Purchased Shares will be freely tradable upon settlement.
• The Sellers collectively owned approximately 1.7% of the Company's outstanding Class A Common Stock as of April 30, 2026.
• The closing of the transaction is scheduled for July 15, 2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily details a share sale agreement between two sophisticated parties rather than providing operational or financial performance updates for the company itself.

Positives

• The sale of 1,500,000 shares at $18.50 per share generates $27,750,000 in proceeds for the Sellers.
• The shares being sold are freely tradable, indicating no restrictive legends or transfer limitations beyond standard securities laws.
• The transaction is being conducted under an effective registration statement, facilitating a clean transfer of ownership.
• Both Sellers and Purchaser represent themselves as sophisticated investors with adequate information to make informed decisions.
• The agreement includes standard representations and warranties, ensuring a clear understanding of the transaction's terms.

Negatives

• The sale represents a divestment of a significant block of shares (8.2% as of April 30, 2026, according to the Sellers' previous filings, though this filing states 1.7% for the group), which could be interpreted as a lack of confidence by the selling entities.
• The aggregate sale price of $27,750,000 is a substantial amount, potentially impacting market perception if not absorbed smoothly.

Risks

• Potential for market price fluctuations between the Trade Date and the Closing Date.
• The consummation of the transaction is subject to the absence of any injunction or legal restraint prohibiting the sale.
• Standard risks associated with the transfer of securities, including compliance with federal and state securities laws.

Future Outlook

The filing details a completed transaction for the sale of shares, with the closing scheduled for July 15, 2026. The shares sold are to be freely tradable, indicating no immediate restrictions on the Purchaser's ability to hold or sell them post-settlement. No forward-looking financial guidance or strategic outlook for USCB Financial Holdings is provided in this agreement.

Management Comments

• The Sellers represent that they are sophisticated investors and have adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares.
• The Purchaser represents that it is a sophisticated investor and has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the purchase of the Purchased Shares.
• Both parties acknowledge that neither the Purchaser nor the Sellers have made any representations or warranties beyond those expressly set forth in the Agreement.

Industry Context

StockSavvy.ai notes that this transaction represents a significant block trade of shares in a community bank holding company. Such transactions can sometimes signal shifts in institutional ownership or strategic repositioning by investment firms. The sale is being conducted under a Form S-3, indicating the shares are being registered for resale, which is a common practice for large holders seeking to liquidate positions efficiently.

Comparison to Industry Standards

• The per-share price of $18.50 is a specific negotiated value between the parties and is not directly comparable to industry benchmarks without further context on USCB Financial Holdings' valuation metrics (e.g., P/B, P/E ratios) at the time.
• The transaction size of 1,500,000 shares represents approximately 8.2% of the outstanding shares as of April 30, 2026 (based on Sellers' previous filings), which is a substantial portion for a single transaction, but not uncommon for private equity divestitures.
• The use of a Form S-3 registration statement for resale is standard practice for institutional investors looking to sell large blocks of registered securities.

Stakeholder Impact

• Shareholders: The sale of a large block of shares by institutional investors may influence market perception and potentially impact share price, though the shares are being sold under a registration statement, suggesting a planned divestment.
• Sellers (Patriot Financial Partners): Realization of proceeds totaling $27,750,000 from their investment in USCB Financial Holdings.
• Purchaser (Inversiones Atlantida, SA): Acquisition of a significant stake (approximately 8.2% of outstanding shares as of April 30, 2026) in USCB Financial Holdings, potentially indicating a strategic investment or increased influence.

Next Steps

• Closing of the transaction on July 15, 2026.
• Transfer of 1,500,000 shares of Class A Common Stock from Sellers to Purchaser.
• Payment of the Aggregate Purchase Price of $27,750,000 by Purchaser to Sellers.

Key Dates

Keywords

USCB Financial Holdings, Patriot Financial Partners, Inversiones Atlantida, Share Purchase Agreement, Class A Common Stock, SEC Filing, Form S-3, Block Trade