0001901637 False ☐ ☐ ☐ ☐ 0001901637 2024-10-31 2024-10-31
 
 
 
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):
October 31, 2024
__________________________
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
,
Doral
,
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 October 31, 2024,
 
USCB Financial Holdings, Inc.
 
(the “Company”) issued a
 
press release announcing its
 
financial results
for the quarter ended
 
September 30, 2024. A copy
 
of the press release is furnished
 
as Exhibit 99.1 to
 
this Current Report on Form
 
8-K
(“Form 8-K”) and is incorporated herein by reference.
The information
 
in this Item
 
2.02, 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 (the “Securities
 
Act”) or the
 
Exchange
Act except as expressly set forth by specific reference in such filing to this Form 8-K.
Item 7.01. Regulation FD Disclosure.
As previously announced, at
 
11:00 a.m. ET on
 
November 1, 2024,
 
the Company will
 
hold an earnings
 
conference call to
 
discuss
its financial performance
 
for the quarter ended
 
September 30, 2024. A copy
 
of the slides forming
 
the basis of the presentation
 
is being
furnished as
 
Exhibit 99.2
 
to this
 
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.
The information
 
in this Item
 
7.01, including
 
Exhibit 99.2, is
 
being furnished
 
and shall not
 
be deemed
 
“filed” for purposes
 
of
Section 18
 
of 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 or the Exchange Act
 
except as set forth by
 
specific reference in such filing to
 
this Form
8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
99.2
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
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: October 31, 2024