USCB Financial Holdings, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by USCB Financial Holdings, Inc. (the "Company") on December 19, 2025. The Company is incorporated in Florida and its common stock trades on The Nasdaq Stock Market LLC under the symbol "USCB." The report primarily addresses a compensatory arrangement update for a senior executive at its wholly owned subsidiary, U.S. Century Bank (the "Bank").
Key Financial Metrics
The filing does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report is limited to the disclosure of a contractual agreement regarding executive compensation.
Material Changes
Effective December 19, 2025, the Bank entered into an amended and restated change in control agreement with Nicholas Bustle, Executive Vice President and Chief Lending Officer. This agreement replaces the original agreement dated May 17, 2019. Key terms include:
- Term: Initial term ending December 31, 2028, with potential one-year extensions subject to Board approval starting December 31, 2026.
- Severance: In the event of a change in control while Mr. Bustle is employed, he is entitled to a lump sum payment equal to 1.0 times his annual base salary from the preceding one-year period.
- Payment Timing: Payment is due within 30 days of the consummation of the change in control.
- Conditions: The payment is not contingent on Mr. Bustle remaining employed by the surviving entity or being terminated following the change in control.
- Updates: The definition of "change in control" was aligned with other executive agreements, and regulatory provisions were updated.
The Bank also entered into a similar agreement with William Turner, Executive Vice President and Chief Credit Officer, and anticipates similar agreements for other executive officers.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, outlook, or management commentary regarding the Company's financial performance. The primary risk disclosed relates to the potential financial obligation triggered by a change in control event, specifically the severance liability for covered executives.
Investor Verification Checklist
- Review the full text of the Amended and Restated Change in Control Agreement attached as Exhibit 10.1.
- Verify the current annual base salary of Nicholas Bustle to estimate potential severance liability.
- Confirm if similar agreements have been finalized with other executive officers as anticipated.
- Check subsequent filings for any updates regarding the "change in control" definition or regulatory compliance.