USCB Financial (NASDAQ: USCB) revises CEO insurance benefits and severance terms

Rhea-AI Filing Summary

USCB Financial Holdings, Inc. updated the employment agreement of its President and Chief Executive Officer, Luis de la Aguilera, through Amendment No. 1 effective January 30, 2026. The amendment converts the CEO’s term life insurance to a whole life policy and provides for payment of related premiums.

The changes also clarify that the employers will continue to pay or reimburse the cost of a long-term care insurance policy and add provisions governing these benefits if his employment ends under certain conditions. In addition, severance is now payable when his employment is terminated without cause or for good reason more than twelve months after a change in control, with no other modifications to the agreement.

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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 30, 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 30 , 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 Luis de la Aguilera, the President and Chief Executive Officer of each of the Company and Bank, entered into Amendment No. 1 (the “Amendment”) to his employment agreement dated as of January 29, 2023 (the “Agreement”). The Amendment to the Agreement was approved by the Compensation Committee of the Board of Directors of the Company. The Amendment modified Section 3(d) of the Agreement to provide for the conversion of the term life insurance covering Mr. de la Aguilera’s life to a whole life insurance policy and the payment of the premium due thereon. In addition, the Amendment clarified the Employers’ agreement to continue to pay or reimburse Mr. de la Aguilera for the cost of a long-term care policy. The Amendment also provided for a new Section 5(l) governing the treatment of such benefits in the event of Mr. de la Aguilera’s termination in certain circumstances. The Agreement was also amended to modify Section 5(e) thereof to provide that severance was also due when a termination of employment by the Employers other than for Cause, Disability or death or by Mr. de la Aguilera for Good Reason (as such terms are defined in the Agreement) occurred 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.

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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. 1 dated January 30, 2026 to the Employment Agreement by and among U.S. Century Bank, USCB Financial Holdings, Inc. and Luis de la Aguilera dated as of January 29, 2023
104		Cover Page Interactive Data File (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: February 4, 2026

FAQ

What did USCB (USCB) change in its CEO’s employment agreement?

USCB amended CEO Luis de la Aguilera’s employment agreement to convert his term life insurance to a whole life policy, pay related premiums, clarify long-term care coverage, and adjust severance eligibility following certain terminations after a change in control.

How does the amended agreement affect USCB (USCB) CEO life insurance benefits?

The amendment converts Luis de la Aguilera’s term life insurance into a whole life insurance policy and provides that the employers will pay the premium due. This change enhances the permanence of coverage compared with term insurance under his prior arrangement.

What long-term care benefits are included for the USCB (USCB) CEO?

The amendment confirms that the employers will continue to pay or reimburse Luis de la Aguilera for the cost of a long-term care insurance policy. It also adds provisions describing how these benefits are treated if his employment terminates in certain specified circumstances.

How did USCB (USCB) change severance terms for its CEO after a change in control?

The agreement now provides that severance is due if the employers terminate Luis de la Aguilera without cause, disability or death, or he resigns for good reason, when this occurs more than twelve months after a change in control, expanding the timing scope for severance protection.

Who approved the changes to the USCB (USCB) CEO’s employment agreement?

The Compensation Committee of USCB Financial Holdings, Inc.’s Board of Directors approved Amendment No. 1 to Luis de la Aguilera’s employment agreement, formalizing the revised insurance benefits and updated severance eligibility provisions described in the current report.

Where can investors see the full text of the USCB (USCB) CEO amendment?

The complete Amendment No. 1 to Luis de la Aguilera’s employment agreement is filed as Exhibit 10.1 to the report and incorporated by reference, allowing readers to review the exact contractual language and detailed benefit and severance terms.