Business Context and Reporting Period
USCB Financial Holdings, Inc., the holding company for wholly owned U.S. Century Bank, filed this Form 8-K under Item 5.02. The reported event occurred on March 28, 2022; the filing was signed April 1, 2022. The company’s common stock trades on Nasdaq under “USCB.”
Financial Metrics
This filing does not provide revenue, earnings, cash flow, margins, debt, liquidity, capital, or other financial performance metrics.
Material Changes
- The Board appointed Robert E. Kafafian as a director of USCB Financial Holdings, effective March 28, 2022.
- Mr. Kafafian was also appointed to the board of U.S. Century Bank.
- His initial company-board term expires at the 2022 annual meeting of shareholders.
- He was initially appointed to the Bank Board’s Asset and Liability Committee. Other committee assignments had not been determined as of the filing date.
Guidance, Outlook, Risks and Unusual Items
- No financial guidance, outlook, operating commentary, contingencies, or material risk disclosures are provided.
- In connection with his appointment, Mr. Kafafian received an option for 5,000 shares of Class A Voting Common Stock, vesting on March 31, 2023, the first anniversary of the grant date.
- The filing states that there were no arrangements or understandings supporting his election, no related-party relationships with company or bank directors or executive officers, and no reportable transactions under Item 404(a) of Regulation S-K.
- Exhibit 99.1 is a press release dated April 1, 2022 announcing the appointment.
Investor Verification Items
- Confirm the final committee assignments and the terms of Mr. Kafafian’s board service at the 2022 annual meeting.
- Review the option agreement for the 5,000-share grant, including exercise price and other terms, which are not provided in the filing text.
- Review Exhibit 99.1 for any additional biographical or appointment information.
- Use the company’s periodic financial filings for revenue, profitability, capital, liquidity, debt, and outlook information, as these data are absent from this Form 8-K.