USCB Financial (Nasdaq: USCB) adds seasoned banker Ramon M. Rodriguez to board

Rhea-AI Filing Summary

USCB Financial Holdings, Inc. reported voting results from its Annual Meeting of Shareholders and confirmed the election of all nominated directors. Of 18,257,400 Class A common shares eligible to vote, 16,182,501 were represented, establishing a quorum.

Each director nominee received over 15.0 million votes in favor, with relatively few votes withheld and 767,885 broker non-votes per nominee. The company also announced that shareholder-elected director Ramon M. Rodriguez joins the boards of both USCB Financial Holdings and U.S. Century Bank as an independent director, bringing nearly four decades of South Florida banking experience.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares eligible to vote: 18,257,400 shares Shares represented at meeting: 16,182,501 shares Votes for Luis de la Aguilera: 15,253,267 votes +3 more

6 metrics

Shares eligible to vote 18,257,400 shares Class A common stock issued and outstanding for Annual Meeting

Shares represented at meeting 16,182,501 shares Shares in person or by proxy constituting a quorum

Votes for Luis de la Aguilera 15,253,267 votes Director election for one-year term ending in 2027

Votes for Ramon M. Rodriguez 15,320,169 votes Director election for one-year term ending in 2027

Broker non-votes per director 767,885 votes Reported for each director nominee in the election

Meeting date May 26, 2026 Date of USCB Financial’s Annual Meeting of Shareholders

Key Terms

Annual Meeting of Shareholders, Broker Non-votes, independent director, emerging growth company, +1 more

5 terms

Annual Meeting of Shareholders financial

"An Annual Meeting of Shareholders (the “Annual Meeting”) of USCB Financial Holdings Inc."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Broker Non-votes financial

"For | | Withheld | | Broker Non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent director financial

"election of Ramon M. Rodriguez ... as an independent director of both the Company and the Bank"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

false 0001901637 0001901637 2026-05-26 2026-05-26

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.

2

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)

3

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

4

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.

FAQ

What was the purpose of USCB (USCB) filing this 8-K?

The 8-K reports results of USCB Financial Holdings’ Annual Meeting of Shareholders and related board changes. It discloses director election vote totals and confirms the election of Ramon M. Rodriguez as an independent director of both the holding company and U.S. Century Bank.

How many USCB (USCB) shares were eligible and voted at the 2026 annual meeting?

There were 18,257,400 shares of Class A common stock issued, outstanding, and eligible to vote. At the meeting, 16,182,501 shares were represented in person or by proxy, which constituted a quorum and allowed the company to conduct official shareholder business.

Who was elected as a new independent director of USCB (USCB)?

Shareholders elected Ramon M. Rodriguez as an independent director of USCB Financial Holdings, Inc. and its subsidiary U.S. Century Bank. He brings nearly four decades of South Florida banking experience, including leadership roles at Seacoast Bank, Apollo Bank, TotalBank, and City National Bank of Florida.

What banking experience does new USCB (USCB) director Ramon M. Rodriguez have?

Ramon M. Rodriguez most recently served as Market President, Miami-Dade County, for Seacoast Bank until his retirement in October 2024. He previously led Apollo Bank’s growth from about $700 million to over $1.1 billion in assets and held senior roles at TotalBank and City National Bank of Florida.

Were all USCB (USCB) director nominees elected at the 2026 annual meeting?

Yes, all listed director nominees received strong shareholder support and were elected for one-year terms ending in 2027. Each nominee received over 13.6 million votes for, with relatively small numbers of votes withheld and 767,885 broker non-votes reported for each candidate.

What other information did USCB (USCB) include with this 8-K filing?

USCB attached a press release as Exhibit 99.1 announcing the election of Ramon M. Rodriguez to the boards. The filing also includes Exhibit 104, the cover page interactive data embedded within the Inline XBRL document, consistent with SEC reporting requirements for electronic filings.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 8.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB