USCB Financial Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement

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Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

 

 

On April 29, 2026, USCB Financial Holdings, Inc. (the Company”) and its wholly owned subsidiary, U.S. Century Bank (the “Bank” and collectively with the Company, the “USCB Parties”)) entered into a Mutual Termination Agreement with Patriot Financial Partners II, L.P. (“Patriot Financial”) and Patriot Financial Partners Parallel II, L.P. ("Patriot Financial Parallel” and together with Patriot Financial, “Patriot”), to terminate the rights and obligations of the Patriot and the USCB parties set forth in the Side Letter Agreement dated December 30, 2021 (the “Side Letter Agreement”) entered into by and among the Company, the Bank, Patriot and Priam Capital Fund II, LP (“Priam”). The terms and provisions of the Side Letter Agreement as it relates to Priam remain in full force and effect. Patriot currently beneficially owns 10.2% of the outstanding Class A Voting Common Stock of the Company. Patriot continues to be a party to the Registration Rights Agreement dated as of March 17, 2015, between the Bank, Priam, Patriot and certain other shareholders of the Bank, as assumed by the Company in connection with the reorganization of the Bank to the holding company form of organization on December 30, 2021.

 

Subsequent to the resignation from the Boards of Directors of the Company and the Bank by Patriot’s representative thereon, W. Kirk Wycoff, on April 6, 2026, the USCB Parties and Patriot mutually agreed to terminate the Side Letter Agreement solely with respect to Patriot.

 

The material terms of the Side Letter Agreement and Registration Rights Agreement are described under Item 1.01 in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2021 and incorporated by reference herein.

 

The above summary of the Mutual Termination Agreement is qualified in its entirety by reference to the Mutual Termination Agreement, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.