0001901637 False ☐ ☐ ☐ ☐ ☐ 0001901637 2022-01-27 2022-01-27
 
 
 
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
 
D.C. 20549
__________________________
FORM
8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 
of 1934
Date of Report (Date of earliest event reported):
January 27, 2022
__________________________
USCB FINANCIAL HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
 
__________________________
 
Florida
001-41196
87-4070846
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2301 N.W. 87th Avenue
,
Miami
,
Florida
33172
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone
 
Number, Including Area Code: (
305
)
715-5200
 
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
 
of the registrant under
any of the following provisions:
 
☐
Written communications pursuant
 
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
 
-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
 
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
 
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Class A common stock, $1.00 par value per share
USCB
The Nasdaq Stock Market LLC
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.
☐
 
2
Item 2.02. Results of Operations and Financial Condition.
 
On January 27, 2022, USCB Financial
 
Holdings, Inc. (the “Company”), issued
 
a press release announcing its financial
 
results
for the fourth quarter ended December 31, 2021. A copy of the press release is furnished as Exhibit
 
99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
The
 
information
 
in
 
this
 
Item
 
2.02,
 
including
 
Exhibit
 
99.1,
 
shall
 
not
 
be
 
deemed
 
“filed”
 
for
 
purposes
 
of
 
Section
 
18
 
of
 
the
Securities Exchange
 
Act of
 
1934, or
 
otherwise subject
 
to the
 
liability of
 
that section,
 
and shall
 
not be
 
deemed to
 
be incorporated
 
by
reference into any filing under the Securities Act of 1933 (the “Securities Act”) or the Securities Exchange Act of 1934 (the “Exchange
Act”).
Item 7.01 Regulation FD Disclosure.
As previously announced, at 9:00
 
a.m. ET on January 28, 2022, the
 
Company will hold an earnings conference
 
call to discuss
its financial performance for the quarter.
 
A copy of the slides forming the basis of the presentation is being furnished as Exhibit 99.2 to
this Current Report
 
on Form 8-K
 
and is incorporated
 
herein by reference.
 
A copy of the
 
slides has also been
 
posted to the
 
Company’s
investor relations website, located at
investors.uscenturybank.com
On January 24, 2022, the Board of Directors approved
 
a share repurchase program of up to 750,000 shares
 
of Class A common
stock. Under the repurchase
 
program, the Company
 
may purchase shares of Class
 
A common stock on
 
a discretionary basis from time
to
 
time
 
through open
 
market repurchases,
 
privately
 
negotiated
 
transactions,
 
or otherwise
 
in
 
compliance
 
with
 
Rule 10b-18
 
under
 
the
Exchange Act.
 
The extent
 
to which
 
the Company
 
repurchases its
 
shares of
 
Class A
 
Common Stock
 
and the
 
timing of such
 
purchases
will depend
 
upon market
 
conditions, regulatory
 
requirements, other
 
liquidity requirements
 
and priorities
 
and other
 
factors as
 
may be
considered in
 
the Company’s
 
sole discretion.
 
Repurchases may
 
also be made
 
pursuant to a
 
trading plan
 
under Rule 10b5-1
 
under the
Exchange Act, which would
 
permit shares to be
 
repurchased when the Company
 
might otherwise be precluded
 
from doing so because
of self-imposed
 
trading blackout
 
periods or
 
other regulatory
 
restrictions. The
 
repurchase program
 
has no
 
expiration date
 
and may
 
be
modified, suspended, or terminated at any time. Repurchases under
 
this program will be funded from the Company’s
 
existing cash and
cash equivalents or future cash flow.
The information in this Item
 
7.01, including Exhibits 99.1 and
 
99.2, shall not be deemed “filed”
 
for purposes of Section 18 of
the Securities Exchange Act of 1934, or otherwise
 
subject to the liability of that section, and shall not be deemed
 
to be incorporated by
reference into any filing under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
 
Description
 
 
 
3
SIGNATURE
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.
USCB Financial Holdings, Inc
By:
/s/ Robert Anderson
Name:
Robert Anderson
Title:
Chief Financial Officer
Date: January 27, 2022