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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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Effective as of March 31, 2022, the Board of Directors (the “Board”) of USCB Financial Holdings, Inc. (the “Company”) appointed Ms. Maria del Carmen Alonso to the Board of the Company effective, March 31, 2022. Ms. Alonso’s initial term will expire at the 2022 annual meeting of shareholders of the Company. Ms. Alonso was also appointed to the Board of Directors (the “Bank Board”) of U.S. Century Bank (the “Bank”), the Company’s wholly owned subsidiary.
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No determination has been made as of the date hereof regarding Ms. Alonso’s appointment to committees of the Board of the Company or of the Bank Board to which she may be appointed.
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There are no arrangements or understandings between a director or executive officer of the Company or the Bank and Ms. Alonso pursuant to which she was elected as a director of the Company and the Bank.
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No directors or executive officers of the Company or the Bank are related to Ms. Alonso by blood, marriage, or adoption. Ms. Alonso 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 her appointment, Ms. Alonso will be granted an option covering 5,000 shares of Class A Voting Common Stock, which grant will vest upon the first anniversary of the date of grant.
A copy of the press release announcing the election of Ms. Alonso dated April 6, 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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The following exhibits are included with this Report:
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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: April 6, 2022
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Exhibit 99.1
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Contacts: Investor Relations Media Relations Martha Guerra-Kattou |
USCB FINANCIAL HOLDINGS, INC.
APPOINTS MARIA C. ALONSO TO ITS BOARD OF DIRECTORS
Miami, FL – April 6, 2022 – USCB Financial Holdings, Inc. (the “Company”) (NASDAQ: USCB) and its wholly owned subsidiary, U.S. Century Bank (the “Bank”), announced today the appointment of Maria C. Alonso as an independent director of both the Company and the Bank.
Ms. Alonso, a highly respected business executive with a proven track record spanning more than 25 years across banking, marketing, social responsibility, and community engagement, most recently served as the President and CEO of United Way Miami, one of the region’s largest philanthropies, from 2017 through 2021.
“Maria brings decades of corporate experience, philanthropic leadership, and deep community ties across South Florida, making her an incredible addition to our board,” said Luis de la Aguilera, President and CEO of the Company and the Bank. “She’s a dynamo with tremendous energy and know-how that will help us realize our vision to be the best community bank in Florida.”
Under her strategic direction at United Way Miami, Ms. Alonso managed the community’s largest funder of health and human services while overseeing a $40 million dollar budget and more than 250 staff members across multiple locations, as well as a diverse Board of Directors comprised of private and public sector leaders.
“I am honored to join the U.S. Century Bank family at such an exciting time,” said Ms. Alonso. “I look forward to leveraging my experience in support of the Bank’s growth goals and commitment to giving back to the communities it serves.”
Ms. Alonso earned a Master of Business Administration (MBA) degree from Florida International University and is a Cum Laude graduate from the University of Miami with a Bachelor of Science degree in Industrial Engineering.
Her involvement in community organizations has included: New World School of the Arts (past Executive Committee Chair), Leadership Florida, International Women’s Forum, Greater Miami Chamber of Commerce (past Board Chair), Miami-Dade Beacon Council (past One Community, One Goal Co-Chair), Camillus House, Miami Dade College Foundation, The Miami Foundation, and Teach for America. Ms. Alonso is a recognized community leader having received numerous awards celebrating her civic, business, and philanthropic contributions to the South Florida community.
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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