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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM
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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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(Exact name of registrant as specified in its charter)
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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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(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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(
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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The
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Item
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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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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On February 15, 2022, the Board of Directors (the “Board”) of USCB Financial Holdings, Inc. (the “Company”) appointed Mr. Ramon A. Rodriguez to the Board of the Company effective, February 15, 2022. Mr. Rodriguez’s initial term will expire at the 2022 annual meeting of shareholders of the Company.
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No determination has been made as of the date hereof regarding the committees of the Board of the Company to which Mr. Rodriguez will be appointed.
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There are no arrangements or understandings between a director or executive officer of the Company or U.S. Century Bank (the “Bank”), the Company’s wholly owned subsidiary, and Mr. Rodriguez pursuant to which he was elected as a director of the Company.
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No directors or executive officers of the Company or the Bank are related to Mr. Rodriguez by blood, marriage or adoption. Mr. Rodriguez has not engaged in any transactions with the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.
In connection with his appointment, Mr. Rodriguez was granted an option covering 5,000 shares of Class A Voting Common Stock, which grant will vest upon the first anniversary of his appointment.
A copy of the press release announcing the election of Mr. Rodriguez dated February 22, 2022 is attached hereto as Exhibit 99.1 and is incorporated herein by reference thereto.
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(e)
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Not applicable.
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(f)
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Not applicable.
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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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Not applicable.
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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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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Chief Financial Officer
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Date: February 22, 2022
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Exhibit 99.1
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Contacts: Martha Guerra-Kattou |
USCB Financial Holdings, Inc. Elects Ramon A. Rodriguez, CPA to its Board of Directors
Miami, FL – February 22, 2022 – USCB Financial Holdings, Inc. (NASDAQ: USCB) and its subsidiary, U.S. Century Bank, announced today that Ramon A. Rodriguez, CPA has been elected as an independent director of both the holding company and the bank.
Mr. Rodriguez, a well-respected Certified Public Accountant in Florida with decades of experience, currently serves as Chairman and CEO of Cable Insurance, a property and casualty insurer dedicated to the commercial automotive market. Previously, he was CEO of Madsen Sapp Mena Rodriguez & Co. from 1971 until he retired from public accounting in 2009. Mr. Rodriguez was a founder and board member of DME Corporation, a manufacturing company in the defense and aerospace sector, from 1975 to 2009. He also served on the board of Republic Services, Inc., a solid waste company listed on the NYSE, from 1999 to 2020 and is a past chairman of the board.
Mr. Rodriguez’s election demonstrates the company’s steadfast commitment to bringing to the board uniquely qualified individuals from diverse backgrounds to serve its shareholders, customers, and community.
“We are extremely fortunate to have a board that is comprised of highly experienced business and community leaders that embody the spirit of South Florida. Ray’s proven talent as an industry leader in the fields of Accounting and Insurance will be a strong addition to our board,” said Luis de la Aguilera, President and CEO.
"I am pleased to serve on the Board of such a community-centric financial institution with strong governance and leadership, and to contribute to its continued success and reputation," said Rodriguez.
Mr. Rodriguez also has extensive experience serving his community through numerous civic organizations including PBS (nationally and locally), United Way, Community Foundation of Broward County, Broward Performing Arts Center, Holy Cross Hospital, and Baptist Health Medical Group. He also served his profession as President of the Florida Institute of Certified Public Accountants, Chairman of the Florida Board of Accountancy, and as a member of the Council of the American Institute of Certified Public Accountants.
Mr. Rodriguez earned a Bachelor of Science degree in Accounting from Florida Atlantic University and completed the Owner/President Management Program at Harvard Business School.
About USCB Financial Holdings, Inc. and U.S. Century Bank
USCB Financial Holdings, Inc., is a bank holding company that operates primarily through its wholly owned subsidiary, 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. U.S. Century Bank is rated 5-star by BauerFinancial, the nation’s leading independent bank rating firm. U.S. Century Bank offers customers a wide range of financial products and services. U.S. Century Bank has received awards and accolades from numerous organizations for its philanthropic support and leadership, including the Beacon Council, Greater Miami Chamber of Commerce, South Florida Hispanic Chamber of Commerce and others. 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.