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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
 
 
 
2.
  
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.
 
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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
  
99.1
  
Press release dated May 27, 2026
  
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, 2026
    
 
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