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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.
☐
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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
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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