false
0001901637
0001901637
2026-01-30
2026-01-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
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January 30, 2026
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USCB Financial Holdings, Inc.
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(Exact name of registrant as specified in its charter)
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Florida
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001-41196
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87-4070846
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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2301 N.W. 87th Avenue, Doral, Florida
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33172
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(305) 715-5200
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Not Applicable
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(Former name or former address, if changed since last report)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock
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USCB
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The Nasdaq Stock Market LLC
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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. ☐
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Item
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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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.
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(f)
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Not applicable.
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Item
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9.01
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Financial Statements and Exhibits
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(a)
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Not applicable.
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(b)
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Not applicable.
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(c)
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Not applicable.
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(d)
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The following exhibits are included with this Report:
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Exhibit No.
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Description
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10.1
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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
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104
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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.
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USCB FINANCIAL HOLDINGS, INC.
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By:
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/s/ Robert Anderson |
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Name:
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Robert Anderson
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Title:
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Chief Financial Officer
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Date: February 4, 2026
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