8-K

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 29, 2024

USCB Financial Holdings, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-41196	87-4070846
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

2301 N.W. 87th Avenue, Doral, Florida	33172
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (305) 715-5200

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2 below):

☐	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
Common Stock	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.  ☐

Item	7.01	Regulation FD Disclosure.
		On January 29, 2024, USCB Financial Holdings, Inc. (the "Company") issued a press release announcing the adoption of a quarterly cash dividend program and the declaration of the Company’s first quarterly cash dividend.  The dividend is in the amount of $0.05 per share of Class A common stock and is payable on March 5, 2024 to stockholders of record as of the close of business on February 15, 2024. For additional information, reference is made to the Company's press release, dated January 29, 2024, which is included as Exhibit 99.1 hereto and is incorporated herein by reference thereto.  The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), 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  or the Exchange Act except as expressly set forth by specific reference in such filing to this Form 8-K.

Item	9.01	Financial Statements and Exhibits
	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Not applicable.
	(d)	Exhibits

Exhibit No.	Description
99.1	Press release dated January 29, 2024.
104	Cover Page Interactive Data (embedded within the Inline XBRL document)

2

SIGNATURES

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:	Executive Vice President and Chief Financial Officer
Date: January 29, 2024

EX-99.1

Exhibit 99.1

USCB FINANCIAL HOLDINGS, INC. INITIATES

QUARTERLY CASH DIVIDEND PROGRAM AND ANNOUNCES DECLARATION OF FIRST CASH DIVIDEND

Press Release

MIAMI, FL – January 29, 2024 – USCB Financial Holdings, Inc. (the “Company”) (NASDAQ: USCB), the holding company for U.S. Century Bank (the “Bank”), announced today that its Board of Directors approved a cash dividend program under which the Company intends to pay quarterly cash dividends. The inaugural quarterly dividend for the first quarter of 2024 will be $0.05 per share of Class A common stock, payable on March 5, 2024, to shareholders of record as of the close of business on February 15, 2024. Future dividend payments are subject to quarterly review and approval by the Board of Directors and will be targeted to be paid in the third month of the quarter.

This first cash dividend represents an aggregate payout of approximately $978,000, or 36% of the Company’s reported fourth quarter 2023 net income. Based on the closing stock price of USCB common shares of $12.15 on January 26, 2024, the quarterly dividend produces an annualized yield of 1.65%.

Luis de la Aguilera, Chairman, President, and CEO stated, “The Board’s decision to initiate a dividend program, following a truly challenging year in the banking sector, reflects the confidence in the Company’s performance, as well as the commitment of our Board to drive shareholder value by returning capital to shareholders while maintaining a strong balance sheet to support the growth of our Bank.”

The paying of cash dividends on a quarterly basis is subject to a determination and declaration each quarter by the Board of Directors, which will take into account a number of factors, including the financial condition of the Company and any applicable legal and regulatory restrictions on the payment of dividends by the Company and the Bank.

About USCB Financial Holdings, Inc.

USCB Financial Holdings, Inc. is the bank holding company for U.S. Century Bank. Established in 2002, U.S. Century Bank is one of the largest community banks headquartered in Miami, and one of the largest community banks in the state of Florida. U.S. Century Bank is rated 5-Stars by BauerFinancial, the nation’s leading independent bank rating firm. U.S. Century Bank offers customers a wide range of financial products and services and supports numerous community organizations, including the Greater Miami Chamber of Commerce, the South Florida Hispanic Chamber of Commerce, and ChamberSouth. For more information or to find a U.S. Century Bank banking center near you, please call (305) 715-5200 or visit www.uscentury.com.

Contacts:

Investor Relations

InvestorRelations@uscentury.com

Martha Guerra-Kattou

(305) 715-5141

MGuerra@uscentury.com

XML

Document And Entity Information	Jan. 29, 2024
Document Information [Line Items]
Entity, Registrant Name	USCB Financial Holdings, Inc.
Document, Type	8-K
Document, Period End Date	Jan. 29, 2024
Entity, Incorporation, State or Country Code	FL
Entity, File Number	001-41196
Entity, Tax Identification Number	87-4070846
Entity, Address, Address Line One	2301 N.W. 87th Avenue
Entity, Address, City or Town	Doral
Entity, Address, State or Province	FL
Entity, Address, Postal Zip Code	33172
City Area Code	305
Local Phone Number	715-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	USCB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	true
Entity, Ex Transition Period	false
Amendment Flag	false
Entity, Central Index Key	0001901637