Form 8-K

8-K — USCB FINANCIAL HOLDINGS, INC.

Accession: 0000927089-26-000099

Filed: 2026-05-27

Period: 2026-05-26

CIK: 0001901637

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — uscbf20260527_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_968859.htm)

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0001901637

2026-05-26

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)

May 26, 2026

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

5.07

Submission of Matters to a Vote of Security Holders

(a)

An Annual Meeting of Shareholders (the “Annual Meeting”) of USCB Financial Holdings Inc. (the “Company”) was held on May 26, 2026.

(b)

There were 18,257,400 shares of Class A common stock, par value $1.00 per share, of the Company issued and outstanding and eligible to be voted at the Annual Meeting and 16,182,501 shares were represented in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business at the meeting.

The items voted upon at the Annual Meeting and the votes for each proposal were as follows:

Election of directors for a one-year term ending in 2027 and until their successors are elected and qualified:

For

Withheld

Broker

Non-votes

Ramon Abadin

13,602,037

1,812,579

767,885

Luis de la Aguilera

15,253,267

161,349

767,885

Maria C. Alonso

15,240,080

174,536

767,885

Howard P. Feinglass

15,229,122

185,494

767,885

Bernardo Fernandez, M.D.

15,319,826

94,790

767,885

Robert E. Kafafian

15,323,656

90,960

767,885

Aida Levitan, Ph.D.

15,087,753

326,863

767,885

Ramon A. Rodriguez

15,322,858

91,758

767,885

Ramon M. Rodriguez

15,320,169

94,447

767,885

To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

For

Against

Abstain

Broker

Non-Votes

16,042,785

135,886

3,830

(c)

Not applicable.

(d)

Not applicable.

Item

8.01

Other Events.

On May 27, 2026, the Company announced that Raymond “Ray” M. Rodriguez was elected to the Board of Directors of the Company at the Annual Meeting. The press release announcing the election of Mr. Rodriguez to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference thereto.

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 May 27, 2026

104

Cover Page Interactive Data (embedded within the Inline XBRL document)

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:

Chief Financial Officer

Date: May 27, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_968859.htm · Sequence: 2

ex_968859.htm

Exhibit 99.1

Contacts:

Investor Relations

InvestorRelations@uscentury.com

Media Relations

Martha Guerra-Kattou

MGuerra@uscentury.com

USCB Financial Holdings, Inc. and U.S. Century Bank

Add New Director to Board

MIAMI — May 27, 2026— USCB Financial Holdings, Inc. (the “Company”) (NASDQ: USCB) and its wholly owned subsidiary, U.S. Century Bank, (the “Bank”) announced today the election of Ramon M. Rodriguez by shareholders at the annual meeting of shareholders held on May 26, 2026 as an independent director of both the Company and the Bank.

Rodriguez is a seasoned banking executive with nearly four decades of banking experience in South Florida’s financial services industry. He most recently served as the Market President, Miami-Dade County, for Seacoast Bank, Stuart, Florida from October 2022 until his retirement in October 2024. Under his direction, Seacoast entered the Miami-Dade market following its acquisition of Apollo Bank, where Rodriguez was president.

“Ramon’s extensive experience in the South Florida banking market, spanning commercial and retail banking, real estate and construction lending, international banking and risk management, makes him an exceptional addition to our Board,” said Luis de la Aguilera, Chairman, President and CEO. “His proven leadership and deep understanding of our market will be invaluable as we continue to execute on our strategic priorities.”

Prior to joining Seacoast Bank, Rodriguez served as President of Apollo Bank where he led all commercial operations and played a key role in growing the institution from approximately $700 million to more than $1.1 billion in assets prior to its acquisition. Earlier in his career, he spent nearly two decades at TotalBank, beginning as Senior Vice President of Commercial Lending and later serving as Chief Lending Officer following the bank’s acquisition by Banco Popular Español. During his tenure, he was instrumental in driving significant asset growth and enhancing financial performance. He later served on the executive management team at City National Bank of Florida, overseeing Commercial Banking, Treasury Management and HOA Banking after it acquired Banco Popular Español.

“I’m honored to join U.S. Century Bank at a time of continued momentum,” said Rodriguez. “And I look forward to leveraging my experience to support the Bank’s growth and its focus on serving clients throughout South Florida.”

Rodriguez has been actively involved in the community, previously serving as a board member of Camillus House, a trustee for the Key Biscayne Police and Fire Pension Funds, and a board member of the Key Biscayne Yacht Club.

Rodriguez holds a Bachelor of Science in international finance and marketing from the University of Miami.

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.

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Document And Entity Information

May 26, 2026

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Entity, Tax Identification Number

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City Area Code

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Local Phone Number

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