Filing Analysis
USCB Financial Holdings, Inc. has filed an 8-K to provide an investor presentation for the second quarter of 2026 under Regulation FD disclosure requirements.
📋 Key Facts
- The company is furnishing an investor presentation (Exhibit 99.1) regarding Q2 2026 results.
- The presentation is intended for use by management in meetings with investors and other parties.
- The filing was signed by CFO Robert Anderson on July 28, 2026.
USCB Financial Holdings, Inc. has filed an 8-K to announce its quarterly financial results for the period ended June 30, 2026 and to provide notice of an upcoming earnings conference call.
📋 Key Facts
- Announced financial results for the quarter ended June 30, 2026 via press release (Exhibit 99.1).
- Scheduled an earnings conference call for July 24, 2026, at 11:00 a.m. ET.
- Provided presentation slides as Exhibit 99.2.
USCB Financial Holdings, Inc. announced the declaration of a quarterly cash dividend for its Class A common stock.
📋 Key Facts
- Dividend amount: $0.125 per share of Class A common stock.
- Record date: August 17, 2026.
- Payment date: September 4, 2026.
USCB Financial Holdings, Inc. announced that its subsidiary, U.S. Century Bank, entered into an amended and restated change in control agreement with Nicholas Bustle (EVP and Chief Lending Officer). The amendment updates definitions of 'change in control' and regulatory provisions while maintaining the existing severance structure.
🚩 Red Flags
- Potential for significant cash outflows upon a change in control event due to non-contingent severance requirements.
📋 Key Facts
- Effective date of the Amended Agreement: December 19, 2025.
- The agreement replaces a prior version dated May 17, 2019.
- Initial term ends December 31, 2028, with potential one-year extensions starting Dec 31, 2026.
- Severance: Lump sum payment equal to 1.0x annual base salary received in the prior year if a change in control occurs.
- The payment is not contingent on continued employment post-change in control.
- Similar agreements are being prepared for other executive officers, including William Turner (EVP and Chief Credit Officer).
USCB Financial Holdings, Inc. issued a press release regarding a balance sheet restructuring specifically related to its investment securities portfolio. The company did not provide specific financial impact figures in the 8-K text itself, referring instead to an attached press release.
🚩 Red Flags
- Balance sheet restructuring often implies realized or unrealized losses in the securities portfolio, which can impact capital adequacy.
📋 Key Facts
- Report date: December 5, 2025
- The event involves a balance sheet restructuring of the investment securities portfolio
- Company is classified as an emerging growth company
- Information was furnished via Exhibit 99.1 (Press Release)
USCB Financial Holdings, Inc. has filed an 8-K to furnish an investor presentation for the third quarter of 2025. This is a standard regulatory disclosure used to provide management's perspective and non-GAAP metrics to investors.
📋 Key Facts
- The filing includes Exhibit 99.1: USCB Financial Holdings, Inc. Investor Presentation Q3 2025.
- The presentation was filed on October 28, 2025.
- Information in the presentation is furnished under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for purposes of Section 18 liability.
USCB Financial Holdings, Inc. filed an 8-K to announce its quarterly financial results for the period ended September 30, 2025 and to provide notice of an upcoming earnings conference call.
📋 Key Facts
- Company announced financial results for the quarter ended September 30, 2025 via press release (Exhibit 99.1).
- An earnings conference call is scheduled for October 24, 2025, at 11:00 a.m. ET.
- Earnings presentation slides are provided as Exhibit 99.2.
USCB Financial Holdings, Inc. announced the declaration of a quarterly cash dividend for its Class A common stock.
📋 Key Facts
- Dividend amount: $0.10 per share of Class A common stock.
- Record date: November 14, 2025 (close of business).
- Payment date: December 5, 2025.
USCB Financial Holdings, Inc. entered into agreements to repurchase 2 million shares of Class A Voting Common Stock from institutional shareholders at $17.19 per share. The transaction is expected to close around September 5, 2025.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Repurchase of 2,000,000 shares of Class A Voting Common Stock.
- Purchase price: $17.19 per share (representing a 1% discount to the 10-day VWAP as of Sept 2, 2025).
- Counterparties include Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P.
- The transaction is supplemental to existing repurchase programs.
- Expected closing date: On or about September 5, 2025.
USCB Financial Holdings, Inc. issued $40.0 million in 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035 to qualified institutional buyers. The proceeds are intended for general corporate purposes, including capital optimization and balance sheet management.
🚩 Red Flags
- The notes are unsecured, subordinated obligations that rank junior to all current and future senior indebtedness.
- The company is required to pay additional interest if it fails to meet its obligations under the Registration Rights Agreement.
📋 Key Facts
- Total principal amount issued: $40.0 million.
- Interest rate: 7.625% fixed until August 15, 2030; thereafter resets to 3-month SOFR + 422 bps.
- Maturity date: August 15, 2035.
- The notes are intended to qualify as Tier 2 capital for regulatory purposes.
- Notes were issued in a private placement under Rule 506(b) of Regulation D.
- Includes a Registration Rights Agreement allowing for an exchange offer into registered notes.
USCB Financial Holdings, Inc. filed an 8-K to provide an investor presentation for the second quarter of 2025 under Regulation FD disclosure requirements.
📋 Key Facts
- The filing is a Regulation FD Disclosure (Item 7.01).
- Management released an Investor Presentation for Q2 2025 (Exhibit 99.1).
- The presentation is intended for use by the management team in meetings with investors and other parties.
- Filing date: July 25, 2025.
USCB Financial Holdings, Inc. has filed an 8-K to announce its quarterly financial results for the period ending June 30, 2025 and to provide notice of an upcoming earnings conference call.
📋 Key Facts
- Company issued a press release regarding Q2 2025 financial results on July 24, 2025.
- An earnings conference call is scheduled for July 25, 2025, at 11:00 a.m. ET to discuss performance.
- The company has provided an earnings presentation (Exhibit 99.2) and a press release (Exhibit 99.1).
- The registrant is classified as an 'emerging growth company'.
USCB Financial Holdings, Inc. has declared a quarterly cash dividend of $0.10 per share of Class A common stock.
📋 Key Facts
- Dividend amount: $0.10 per share of Class A common stock.
- Record date: August 15, 2025 (close of business).
- Payment date: September 5, 2025.
- The announcement was made via press release on July 21, 2025.
USCB Financial Holdings, Inc. held its Annual Meeting of Shareholders on May 27, 2025. The meeting resulted in the election of nine directors and the ratification of Crowe LLP as the company's independent auditor for the fiscal year ending December 31, 2025.
📋 Key Facts
- Annual Meeting held on May 27, 2025.
- Quorum reached with 18,392,509 shares represented (out of 20,048,385 outstanding).
- Nine directors were elected to one-year terms ending in 2026: Ramon Abadin, Luis de la Aguilera, Maria C. Alonso, Howard P. Feinglass, Bernardo Fernandez, M.D., Robert E. Kafafian, Aida Levitan Ph.D., Ramon A. Rodriguez, and W. Kirk Wycoff.
- Shareholders ratified the appointment of Crowe LLP as independent registered public accounting firm for 2025.
USCB Financial Holdings, Inc. filed an 8-K to announce its quarterly financial results for the period ending March 31, 2025 and to schedule an earnings conference call.
📋 Key Facts
- The company issued a press release regarding financial results for the quarter ended March 31, 2025 on April 24, 2025.
- An earnings conference call is scheduled for April 25, 2025, at 11:00 a.m. ET.
- The filing includes an earnings presentation as Exhibit 99.2.
USCB Financial Holdings, Inc. announced the declaration of a quarterly cash dividend for its Class A common stock.
📋 Key Facts
- Dividend amount: $0.10 per share of Class A common stock.
- Record date: May 15, 2025 (close of business).
- Payment date: June 5, 2025.
USCB Financial Holdings, Inc. filed an 8-K to provide an investor presentation for Q4 2024 under Regulation FD disclosure requirements.
📋 Key Facts
- The filing is a Regulation FD Disclosure (Item 7.01).
- Management released the 'USCB Financial Holdings, Inc. Investor Presentation Q4 2024' as Exhibit 99.1.
- The presentation is intended for use by management in meetings with investors and other parties.
- The company is an emerging growth company.
USCB Financial Holdings, Inc. filed an 8-K to announce its quarterly earnings results for the period ending December 31, 2024. The filing includes a press release and presentation slides regarding the company's financial performance.
📋 Key Facts
- Announced financial results for the quarter ended December 31, 2024.
- Scheduled an earnings conference call for January 24, 2025, at 11:00 a.m. ET.
- Furnished Exhibit 99.1 (Press Release) and Exhibit 99.2 (Earnings Presentation).
- The company is classified as an 'emerging growth company'.
USCB Financial Holdings, Inc. announced the declaration of a quarterly cash dividend for its Class A common stock.
📋 Key Facts
- Dividend amount: $0.10 per share of Class A common stock.
- Record date: February 14, 2025 (close of business).
- Payment date: March 5, 2025.
USCB Financial Holdings, Inc. announced an amendment to the employment agreement of its CFO, Robert Anderson, effective January 6, 2025. The amendment specifically increases his severance multiplier from 2x to 2.5x.
🚩 Red Flags
- Increased severance multiplier for a key officer can sometimes signal potential upcoming turnover or is used as a retention tool in volatile environments, though it is common practice.
📋 Key Facts
- Effective date: January 6, 2025
- Parties involved: USCB Financial Holdings, Inc., U.S. Century Bank (wholly owned subsidiary), and Robert Anderson (CFO)
- Amendment details: The severance multiplier in Section 5(f) of the employment agreement was increased from two (2) times to two and one half (2.5) times.
- Approval: The amendment was approved by the Compensation Committee of the Board of Directors.
USCB Financial Holdings, Inc. filed an 8-K to furnish an investor presentation regarding its Q3 2024 results under Regulation FD.
📋 Key Facts
- The filing is a disclosure of an investor presentation (Exhibit 99.1) used by management for investor relations.
- The presentation covers the company's Q3 2024 performance.
- Information in the presentation is furnished under Item 7.01 and is not considered 'filed' for purposes of Section 18 liability.
USCB Financial Holdings, Inc. filed an 8-K to announce the release of its financial results for the quarter ended September 30, 2024 and to provide notice of an upcoming earnings conference call.
📋 Key Facts
- Company released quarterly financial results for the period ending September 30, 2024 on October 31, 2024.
- An earnings conference call is scheduled for November 1, 2024, at 11:00 a.m. ET to discuss performance.
- The company furnished an earnings presentation (Exhibit 99.2) and a press release (Exhibit 99.1).
USCB Financial Holdings, Inc. announced the declaration of a quarterly cash dividend for its Class A common stock.
📋 Key Facts
- Dividend amount: $0.05 per share of Class A common stock.
- Record date: November 15, 2024 (close of business).
- Payment date: December 5, 2024.
USCB Financial Holdings, Inc. filed an 8-K to provide an investor presentation for Q2 2024 under Regulation FD disclosure requirements.
📋 Key Facts
- The filing is a Regulation FD Disclosure (Item 7.01).
- Management released the 'USCB Financial Holdings, Inc. Investor Presentation Q2 2024' as Exhibit 99.1.
- The presentation is intended for use by management in meetings with investors and other parties.
- The information provided in the presentation is furnished but not filed under Section 18 of the Exchange Act.
USCB Financial Holdings, Inc. filed an 8-K to announce its quarterly earnings results for the period ended June 30, 2024 and to provide notice of an upcoming earnings conference call.
📋 Key Facts
- Company issued a press release regarding financial results for the quarter ended June 30, 2024 on July 25, 2024.
- An earnings conference call is scheduled for July 26, 2024, at 11:00 a.m. ET.
- Earnings presentation slides were furnished as Exhibit 99.2.
USCB Financial Holdings, Inc. has declared its third quarterly cash dividend of $0.05 per share of Class A common stock.
📋 Key Facts
- Dividend amount: $0.05 per share of Class A common stock.
- Record date: August 15, 2024 (close of business).
- Payment date: September 5, 2024.
USCB Financial Holdings, Inc. held its Annual Meeting of Shareholders on May 28, 2024. The meeting resulted in the election of nine directors and the ratification of Crowe LLP as the company's independent auditor for the fiscal year ending December 31, 2024.
📋 Key Facts
- Annual Meeting held on May 28, 2024.
- Quorum was established with 18,872,382 shares represented (out of 19,650,463 eligible shares).
- Nine directors were elected to one-year terms ending in 2025: Ramon Abadin, Luis de la Aguilera, Maria C. Alonso, Howard P. Feinglass, Bernardo Fernandez, M.D., Robert E. Kafafian, Aida Levitan Ph.D., Ramon A. Rodriguez, and W. Kirk Wycoff.
- Shareholders ratified the appointment of Crowe LLP as independent registered public accounting firm for 2024 with 18,685,366 votes in favor.
USCB Financial Holdings, Inc. filed an 8-K to announce its quarterly financial results for the period ending March 31, 2024 and to provide notice of an upcoming earnings conference call.
📋 Key Facts
- The company issued a press release regarding financial results for the quarter ended March 31, 2024.
- An earnings conference call is scheduled for April 26, 2024, at 11:00 a.m. ET to discuss performance.
- Earnings presentation slides have been provided as Exhibit 99.2.
USCB Financial Holdings, Inc. announced the declaration of its second quarterly cash dividend for Class A common stock.
📋 Key Facts
- Dividend amount: $0.05 per share of Class A common stock.
- Record date: May 15, 2024 (close of business).
- Payment date: June 5, 2024.
USCB Financial Holdings, Inc. announced the adoption of a quarterly cash dividend program and declared its first quarterly cash dividend.
📋 Key Facts
- Dividend amount: $0.05 per share of Class A common stock.
- Record date: February 15, 2024 (close of business).
- Payment date: March 5, 2024.
- The dividend marks the company's first quarterly cash dividend.
USCB Financial Holdings, Inc. filed an 8-K to announce the release of its fourth quarter financial results for the period ended December 31, 2023 and to provide details regarding an upcoming earnings conference call.
📋 Key Facts
- Company issued a press release announcing Q4 2023 financial results on January 25, 2024.
- An earnings conference call is scheduled for January 26, 2024, at 11:00 a.m. ET to discuss performance.
- Earnings presentation slides were provided as Exhibit 99.2.
USCB Financial Holdings, Inc. announced that a lawsuit filed by shareholders against former directors has been dismissed with prejudice by a Florida court. The litigation involved allegations of ultra vires conduct and breach of fiduciary duty related to a 2021 stock exchange transaction.
🚩 Red Flags
- None identified; this is a resolution of a legal liability/risk.
📋 Key Facts
- The litigation (Benes et al. v. de la Aguilera et al.) was originally commenced on July 13, 2023.
- Plaintiffs alleged the 2021 Exchange Transaction of Class C and D preferred stock for Class A common stock was unauthorized by the Bank's Articles of Incorporation.
- The Court granted the Defendants' motion to dismiss with prejudice on December 27, 2023.
- The dismissal renders final judgment in favor of the Defendants (former directors).
- Plaintiffs had sought damages exceeding $750,000 plus attorney's fees and costs.