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Get filing alertsUSCB terminates governance agreement with 10.2% shareholder Patriot Financial Partners
Filed May 1, 2026 · Period ending April 29, 2026 · ~1 min read
Key Changes
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USCB and Patriot Financial mutually terminated their Side Letter Agreement from December 2021, ending special governance rights after Patriot's board representative resigned on April 6, 2026.
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Patriot Financial retains a significant 10.2% stake in USCB's Class A Voting Common Stock despite the termination, remaining a major shareholder without board representation.
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W. Kirk Wycoff resigned from both USCB and U.S. Century Bank boards on April 6, 2026, ending Patriot's direct board participation and prompting the agreement termination.
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Patriot continues to hold registration rights under a separate 2015 agreement, maintaining some contractual protections for its shares.
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Summary
USCB Financial Holdings disclosed the mutual termination of a governance agreement with Patriot Financial Partners, a major investor holding 10.2% of the company's voting stock. The Side Letter Agreement, originally signed in December 2021, granted Patriot certain rights and board representation through W. Kirk Wycoff.
Following Wycoff's resignation from both the company and bank boards on April 6, 2026, USCB and Patriot agreed to end these special arrangements. For retail investors, this represents a shift in the relationship between USCB and one of its largest shareholders.
While Patriot is exiting governance participation, it maintains its substantial equity position and retains registration rights under a separate 2015 agreement. The mutual nature of the termination suggests an amicable parting, but the reasons behind Patriot's board departure remain undisclosed. Investors should monitor whether Patriot adjusts its 10.2% stake in coming quarters and watch for any changes in USCB's strategic direction now that this major investor has stepped back from active governance involvement.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
USCB disclosed a Mutual Termination Agreement, terminating a prior arrangement referenced in a December 2021 8-K filing.
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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.
The company entered into a Mutual Termination Agreement that terminates a prior arrangement originally disclosed in December 2021. The full agreement is provided as Exhibit 4.2. Without access to the exhibit or the original December 2021 8-K context, the specific arrangement being terminated and its business impact cannot be determined from this filing alone.
Event · Item 1.02 — Termination of a Material Definitive Agreement
Item 1.02 — Termination of a Material Definitive Agreement filed; see Key Changes for terms.
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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”).
USCB and Patriot Financial mutually agreed to terminate the Side Letter Agreement that governed certain rights and obligations between the parties. This termination only affects Patriot; the agreement remains in effect with respect to Priam Capital Fund II. The termination followed the April 6, 2026 resignation of Patriot's board representative, W. Kirk Wycoff, from both the Company and Bank boards.
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Patriot currently beneficially owns 10.2% of the outstanding Class A Voting Common Stock of the Company.
Patriot Financial continues to hold a significant 10.2% ownership stake in USCB's Class A Voting Common Stock despite the termination of the Side Letter Agreement. This indicates Patriot remains a major shareholder even though the special governance arrangements under the Side Letter have ended.
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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.
W. Kirk Wycoff, Patriot's representative, resigned from both the Company and Bank boards on April 6, 2026. This resignation preceded and appears to have prompted the mutual termination of the Side Letter Agreement with Patriot, suggesting a change in the governance relationship between USCB and this major shareholder.
Show 1 minor / wording change
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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.
Despite terminating the Side Letter Agreement, Patriot Financial remains a party to the Registration Rights Agreement from 2015. This means Patriot retains certain registration rights for its shares even though other governance arrangements have been terminated.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
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Mutual Termination Agreement dated April 29, 2026, by and among Patriot Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P. , USCB Financial Holdings, Inc. and U.S. Century Bank.
USCB Financial Holdings and U.S. Century Bank entered into a mutual termination agreement with Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. on April 29, 2026. This agreement terminates a side letter agreement originally executed on December 30, 2021 between the same parties. The filing does not disclose the terms of the original side letter or the reasons for termination.
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