USCB (USCB) expands post–change-in-control severance protection for CFO Robert Anderson

Rhea-AI Filing Summary

USCB Financial Holdings, Inc. filed a report describing an update to the employment agreement of Robert Anderson, Executive Vice President and Chief Financial Officer of both the company and its subsidiary, U.S. Century Bank.

Effective January 28, 2026, Amendment No. 2 modifies the severance provisions so that Mr. Anderson is also entitled to severance if his employment is terminated by the employers without Cause, Disability or death, or by him for Good Reason, more than twelve months after a Change in Control, as defined in the agreement. No other terms of his employment agreement were changed, and the amendment was approved by the company’s Compensation Committee.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

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Accepted by SEC EDGAR 01/30/2026 - 04:38 PM Learn about SEC filing dates

FAQ

What did USCB (USCB) change in Robert Anderson’s employment agreement?

USCB updated Robert Anderson’s employment agreement to expand when severance is payable. He now may receive severance if his employment ends without Cause, Disability or death, or for Good Reason, more than twelve months after a defined Change in Control event.

When is severance now payable to USCB CFO Robert Anderson under the amended agreement?

Severance is now payable if Robert Anderson is terminated by the employers other than for Cause, Disability or death, or if he resigns for Good Reason, when that termination occurs more than twelve months after a Change in Control, as defined in the agreement.

Did USCB (USCB) change any other terms of the CFO’s employment agreement?

No, the company states there were no other changes to Robert Anderson’s employment agreement. Amendment No. 2 only revises Section 5(e) related to severance following a qualifying termination more than twelve months after a Change in Control event.

Who approved the amendment to USCB CFO Robert Anderson’s employment agreement?

The amendment to Robert Anderson’s employment agreement was approved by the Compensation Committee of USCB Financial Holdings, Inc.’s Board of Directors. This committee typically oversees executive pay, employment terms and incentive structures for senior management of the company.

Which entities are parties to USCB CFO Robert Anderson’s amended employment agreement?

The amended employment agreement is among U.S. Century Bank, USCB Financial Holdings, Inc., and Robert Anderson. The bank is a wholly owned subsidiary of USCB Financial Holdings, and Anderson serves as Executive Vice President and Chief Financial Officer of both entities.

Where can investors see the full text of USCB CFO Robert Anderson’s amendment?

The full text of Amendment No. 2 to Robert Anderson’s employment agreement is filed as Exhibit 10.1. The company notes that the brief description is qualified entirely by reference to this attached exhibit, which is incorporated by reference.

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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) January 28, 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		5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
		(a)	Not applicable.
		(b)	Not applicable.
		(c)	Not applicable.
		(d)	Not applicable.
		(e)	Effective as of January 28, 2026, U.S. Century Bank (the “Bank”), the wholly owned subsidiary of USCB Financial Holdings, Inc. (the “Company” and collectively with the Bank, the “Employers”), and Robert Anderson, the Executive Vice President and Chief Financial Officer of each of the Company and Bank, entered into Amendment No. 2 (the “Amendment”) to his employment agreement dated as of January 29, 2023 (the “Agreement”), as previously amended as of January 6, 2025. The Amendment to the Agreement was approved by the Compensation Committee of the Board of Directors of the Company. The Agreement was amended to modify Section 5(e) thereof to provide that severance is also due when a termination of employment by the Employers other than for Cause, Disability or death or by Mr. Anderson for Good Reason (as such terms are defined in the Agreement) occurs more than twelve (12) months subsequent to a Change in Control (as defined in the Agreement).  There were no other changes effected to the Agreement pursuant to the Amendment.  The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference thereto.
		(f)	Not applicable.

2

Item		9.01	Financial Statements and Exhibits
		(a)	Not applicable.
		(b)	Not applicable.
		(c)	Not applicable.
		(d)	The following exhibits are included with this Report:

Exhibit No.		Description
10.1		Amendment No. 2 dated as of January 28, 2026 to the Employment Agreement by and among U.S. Century Bank, USCB Financial Holdings, Inc. and Robert Anderson dated as of January 29, 2023, as amended as of January 6, 2025
104		Cover Page Interactive Data File (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: January 30, 2026