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.
Description
