USCB files 7.625% Subordinated Notes Due 2035 — Indenture Filed

USCB Financial Holdings, Inc. disclosed a material financing event: an Indenture dated August 14, 2025 between USCB and Wilmington Trust, National Association as trustee that establishes forms for 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035.

Rhea-AI Filing Summary

USCB Financial Holdings, Inc. disclosed a material financing event: an Indenture dated August 14, 2025 between USCB and Wilmington Trust, National Association as trustee that establishes forms for 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035. The filing includes the Form of Subordinated Note Purchase Agreement and the Form of Registration Rights Agreement dated August 14, 2025, and identifies the note documentation as exhibits to the 8-K. The disclosure is presented as a material event report and is signed on behalf of the company by Robert Anderson, Chief Financial Officer. The filing does not include offering size, proceeds, or detailed use-of-proceeds information within the provided text.

Positive

• Formal legal framework established with an Indenture and related agreements dated August 14, 2025
• Coupon specified at 7.625%, providing clear fixed-to-floating terms and maturity (2035)

Negative

• No offering size disclosed, so investor impact on capital structure is unknown
• No proceeds or use-of-proceeds information provided in the excerpt

Insights

Capital Markets Lawyer

TL;DR: USCB has documented a subordinated debt issuance framework with formal indenture and agreements dated August 14, 2025.

The filing establishes legal documentation for 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035, including an Indenture, a Note Purchase Agreement, and a Registration Rights Agreement. These exhibits create the contractual framework needed to issue subordinated debt and register the securities.

This matters because the indenture and registration rights set investor protections, payment priorities, and registration timelines; however, the document does not disclose the principal amount, pricing mechanics beyond the coupon, or definitive issuance timetable.

Bank Finance Analyst

TL;DR: The company is preparing subordinated capital with a 7.625% coupon and final maturity in 2035, which affects capital structure.

Subordinated notes typically qualify as regulatory or bank-holding company capital depending on terms; the fixed-to-floating feature implies a long-term coupon that later resets. The filing confirms intent and documentation but lacks the issuance size and stated proceeds, so immediate balance-sheet impact cannot be quantified from this text alone.

If issued at meaningful size, these notes could increase leverage or shore up regulatory capital; absent amount disclosure, investors should note the material nature of the transaction but cannot measure its financial effect from this filing.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did USCB (USCB) file in this 8-K?

The 8-K files an Indenture dated August 14, 2025, forms for 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035, a Note Purchase Agreement, and a Registration Rights Agreement.

What is the interest rate and maturity for the subordinated notes in the filing?

The documents specify a 7.625% fixed-to-floating coupon and a stated maturity year of 2035.

Who is the trustee named in the Indenture?

The Indenture is between USCB and Wilmington Trust, National Association as trustee.

Does the filing disclose how much capital USCB will raise?

No. The provided excerpt does not state the principal amount, offering size, or total proceeds.

Are offering mechanics or use of proceeds detailed in this 8-K?

No. The excerpt includes the form agreements but does not disclose pricing, issuance timetable, or use of proceeds.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 04:50 PM Learn about SEC filing dates

false 0001901637 0001901637 2025-08-14 2025-08-14

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): August 14, 2025

USCB FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Florida		001-41196		87-4070846
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification Number)

2301 N.W. 87th Avenue, Miami, FL		33172
(Address of principal executive offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 715-5200

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:

☐ 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 exchange on which registered
Class A common stock, par value $1.00 per share		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 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 1.01. Entry into a Material Definitive Agreement.

On August 14, 2025, USCB Financial Holdings, Inc. (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers (the “Purchasers”) pursuant to which the Company sold and issued $40.0 million in aggregate principal amount of its 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035 (the “Notes”). The Notes were issued by the Company to the Purchasers at a price equal to 100% of their face amount. The Company intends to use the net proceeds it received from the sale of the Notes for general corporate purposes, including potential balance sheet and capital optimization. The Purchase Agreement contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers, severally and not jointly, on the other hand.

The Notes have a stated maturity of August 15, 2035, and are redeemable, in whole or in part, on any interest payment date on or after August 15, 2030, and at any time upon the occurrences of certain events. The Notes will bear interest at a fixed rate of 7.625% per year, from and including August 14, 2025, to but excluding August 15, 2030 or earlier redemption date. From and including August 15, 2030, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 422 basis points. If three-month SOFR cannot be determined on a given date, a different index shall be determined and used in accordance with the terms of the Notes.

The Notes were offered and sold by the Company in a private placement transaction in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. On August 14, 2025, in connection with the sale and issuance of the Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to take certain actions to provide for the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange Offer”). Under certain circumstances, if the Company fails to meet its obligations under the Registration Rights Agreement, it would be required to pay additional interest to the holders of the Notes.

The Notes were issued under an Indenture, dated August 14, 2025 (the “Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes are not subject to any sinking fund and are not convertible into or exchangeable, other than pursuant to the Exchange Offer, for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. Prior to August 15, 2030, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances set forth in the Indenture. On or after August 15, 2030, the Company may redeem the Notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes being redeemed, together with any accrued and unpaid interest on the Notes being redeemed to but excluding the date of redemption.

Principal and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes.

The forms of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K (the “Report”) and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to the full text of such documents.

Item 2.03 Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Cautionary Note Regarding Forward-Looking Statements

This Report includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including but not limited to statements about the anticipated use of net proceeds from the offering, the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking statements presented in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Report. Forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized,” “target” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this Report include those identified in the Company’s most recent annual report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Indenture, dated August 14, 2025, by and between USCB Financial Holdings, Inc. and Wilmington Trust, National Association, as trustee
4.2		Forms of 7.625% Fixed-to-Floating Rate Subordinated Note due 2035 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto)
10.1		Form of Subordinated Note Purchase Agreement, dated August 14, 2025, by and among USCB Financial Holdings, Inc. and the Purchasers
10.2		Form of Registration Rights Agreement, dated August 14, 2025, by and among USCB Financial Holding, Inc. and the Purchasers
104		Cover Page Interactive Data File (embedded within the Inline XLRB 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: August 14, 2025

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