SEC Filing | U.S. Century Bank

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uscbf20260527_8k.htm

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:

	1.	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		0

		(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_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.