8-K

USCB FINANCIAL HOLDINGS, INC. (USCB)

8-K 2025-05-27 For: 2025-05-27
View Original
Added on April 06, 2026
UNITED STATES<br><br> <br>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 27, 2025
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USCB Financial Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Florida 001-41196 87-4070846
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2301 N.W. 87th Avenue, Doral, Florida 33172
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (305) 715-5200
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Not Applicable
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(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<br><br> <br>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 27, 2025.
(b) There were 20,048,385 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 18,392,509 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:
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1. Election of directors for a one-year term ending in 2026 and until their successors are elected and qualified:
For Withheld Broker<br><br> <br>Non-votes
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Ramon Abadin 16,298,797 1,262,691 831,021
Luis de la Aguilera 17,489,906 71,582 831,021
Maria C. Alonso 16,140,595 1,420,893 831,021
Howard P. Feinglass 16,434,724 1,126,764 831,021
Bernardo Fernandez, M.D. 17,236,772 324,716 831,021
Robert E. Kafafian 17,538,228 23,260 831,021
Aida Levitan. Ph.D. 16,226,143 1,335,345 831,021
Ramon A. Rodriguez 17,537,744 23,744 831,021
W. Kirk Wycoff 16,072,162 1,489,326 831,021
2. To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
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For Against Abstain Broker<br><br> <br>Non-Votes
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18,370,229 1,152 21,128 0
(c) Not applicable.
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(d) Not applicable.

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Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
Exhibit No. Description
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104 Cover Page Interactive Data (embedded within the Inline XBRL document)

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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, 2025

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