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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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January 29, 2024
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USCB Financial Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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Florida
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001-41196
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87-4070846
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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2301 N.W. 87th Avenue, Doral, Florida
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33172
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(305) 715-5200
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Securities registered pursuant to Section 12(b) of the Act: |
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Title of each Class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock
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USCB
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The Nasdaq Stock Market LLC
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| 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
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7.01
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Regulation FD Disclosure. |
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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.
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Item
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9.01
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Financial Statements and Exhibits
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Exhibits
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Exhibit No.
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Description
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| 99.1 | Press release dated January 29, 2024. | ||
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104
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Cover Page Interactive Data (embedded within the Inline XBRL document)
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| 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. |
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USCB FINANCIAL HOLDINGS, INC.
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By:
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/s/ Robert Anderson | |||
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Name:
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Robert Anderson | |||
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Title:
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Executive Vice President and Chief Financial Officer
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Date: January 29, 2024
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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