USCB FINANCIAL HOLDINGS, INC. 8-K

What Happened

• USCB Financial Holdings, Inc. and its subsidiary U.S. Century Bank announced they entered a Mutual Termination Agreement with Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. to terminate the rights and obligations of Patriot under a Side Letter Agreement dated December 30, 2021. The Mutual Termination Agreement is dated April 29, 2026 and was disclosed in an 8-K filed May 1, 2026.
• The Side Letter Agreement continues to apply as to Priam Capital Fund II, LP; only Patriot’s rights and obligations under that Side Letter were terminated. Patriot’s representative W. Kirk Wycoff resigned from the Company’s and the Bank’s boards on April 6, 2026.

Key Details

• Mutual Termination Agreement executed April 29, 2026 (filed as Exhibit 4.2).
• Side Letter originally dated December 30, 2021; termination applies only to Patriot, not to Priam.
• Patriot beneficially owns 10.2% of the Company’s outstanding Class A Voting Common Stock.
• Patriot remains a party to the Registration Rights Agreement dated March 17, 2015, which was assumed by the Company during the December 30, 2021 reorganization.

Why It Matters

• This change removes the specific contractual rights and obligations between USCB and Patriot under the 2021 Side Letter, which could affect governance arrangements or negotiated rights tied to that letter.
• Patriot still holds a meaningful ownership stake (10.2%) and remains bound by registration rights, so investors should note the shareholder relationship persists even after the Side Letter termination.
• The filing is factual and procedural—no financial results or executive appointments were announced beyond the board resignation and contractual termination.