Item 5. Market for Registrant’s Common Equity
Item 5.
Market
for
Registrant’s
Common
Equity,
Related
Stockholder
Matters
and
Issuer
Purchases
of
Equity
Securities
Market Information
In July
2021, the Bank’s
Class A common
stock began trading
on the
Nasdaq Stock Market
under ticker
symbol “USCB”.
The listing of our Class
A common stock on
the Nasdaq Stock Market
has resulted in a
more active trading market
for our
Class
A
common
stock.
However,
we
cannot
assure
that
a
liquid
trading
market
for
our
Class
A
common
stock
will
be
sustained.
Effective December 30, 2021, the bank holding company,
or the Company, acquired all issued and
outstanding shares
of Class
A common
stock of
the Bank.
Each of
the outstanding
shares of
the Bank’s
common stock
formerly held
by its
shareholders was converted
into and exchanged
for one newly
issued share
of the Company’s
common stock.
The ticker
symbol “USCB” remained the same.
Prior
to
our
listing
on
the
Nasdaq
Stock
Market
there
was
not
an
established
public
trading
market
for
the
Class
A
common shares. The
following table shows
the quarterly high and
low closing prices
of our Class A
common stock traded
on the Nasdaq Stock Market since going public on July
23, 2021:
Stock Price
High
Low
Quarter Ended:
September 30, 2021
$
13.91
$
10.57
December 31, 2021
$
15.89
$
12.30
As of December 31, 2021, our Class B common stock is not
listed or traded on any stock exchange.
Holders
As of January 31, 2022, the Company’s Class A common
shares were held by approximately 529 shareholders
.
Dividends
As a bank holding company, the Company’s ability to declare and pay dividends depends on various federal regulatory
considerations, including the guidelines of the Federal
Reserve regarding capital adequacy and dividends.
Because we are
a bank holding
company and currently do
not engage directly in
business activities of a
material nature,
our ability to pay dividends
to our shareholders depends,
in large part, upon
our receipt of dividends
from the Bank, which
is also subject to numerous limitations on the payment
of dividends under federal banking laws, regulations and policies.
The principal
source of
revenue with
which to
pay dividends
on common
shares are
dividends the
Bank may
declare
and
pay
out
of
funds
legally
available
for
payment
of
dividends.
As
a
Florida
corporation,
we
are
only
permitted
to
pay
dividends to shareholders if, after giving effect to the dividend, (i) the Company is able to pay its debts as they become due
in the ordinary course
of business and
(ii) the Company’s
assets exceeds the
sum of Company’s
(a) liabilities plus
(b) the
amount that
would be
needed for
the Company
to satisfy
the preferential
rights
upon dissolution
of shareholders
whose
preferential rights are superior to those receiving the dividend,
if any.
Securities Authorized for Issuance Under Equity Compensation
Plans
See
Note
9
”Equity
Based
and
Other
Compensation
Plans”
to
the
Consolidated
Financial
Statements
herein
for
additional information required.
Table of Contents
42
USCB Financial Holdings, Inc.
2021 10-K
$90
$100
$110
$120
$130
$140
$150
$160
COMPARISON OF CUMULATIVE RETURN SINCE COMPANY IPO
Among USCB Financial Holdings, Inc., the NASDAQ Bank
Index, the NASDAQ ABA
Community Bank Index, and the NASDAQ Composite
USCB
NASDAQ Bank
NASDAQ ABA Community Bank
NASDAQ Composite
Stock Price Performance
The graph below compares the
cumulative total return
to stockholders of our Class
A common stock between July
23,
2021 (the
date the
Bank’s
Class A
common stock
commenced
trading on
the Nasdaq
Stock Market)
and December
31,
2021, with the cumulative total return
of (a) the Nasdaq Bank Index
(b) the NASDAQ ABA Community Bank
Index, and (c)
the Nasdaq
Composite Index
over the same
period. This
graph assumes
the investment
of $100
in our Class
A common
stock at the closing sale price of $10.82 per share on
July 23, 2021, and assumes the reinvestment of dividends,
if any.
The comparisons shown
in the graph
below are based
upon historical data.
We caution that
the stock price
performance
shown in the graph below is not indicative of, nor is it intended to forecast, the potential future performance
of our common
stock.
07/23/2021
09/30/2021
12/31/2021
USCB Financial Holdings, Inc. (USCB)
$
100
$
122
$
140
NASDAQ Bank (BANK)
$
100
$
110
$
115
NASDAQ ABA Community Bank (QABA)
$
100
$
108
$
114
NASDAQ Composite (IXIC)
$
100
$
98
$
107
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by Issuer and Other
Affiliates
As of
December 31, 2021, the
Company nor any
of its
affiliates purchased any
Class A common
shares of
the Company.
Item 6.
Reserved
Table of Contents
43
USCB Financial Holdings, Inc.
2021 10-K