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
(a)
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
March 31, 2022
$
15.49
$
13.30
June 30, 2022
$
14.84
$
11.21
September 30, 2022
$
14.74
$
11.08
December 31, 2022
$
14.30
$
12.16
March 31, 2023
$
12.71
$
9.89
June 30, 2023
$
10.94
$
8.86
September 30, 2023
$
12.09
$
10.31
December 31, 2023
$
12.65
$
10.11
As of
December 31, 2023,
our Class
B common
stock is
not listed
or traded
on any
stock exchange
and no
shares were
issued and outstanding at such date.
Holders
As
of
January
31,
2024,
the
Company’s
Class
A
common
shares
were
held
by
approximately
402
shareholders
of
record,
not including
the number
of persons
or entities
whose stock
is held
in nominee
or “street”
name through
various
brokerage firms and banks.
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 and state
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.
Table of Contents
48
USCB Financial Holdings, Inc.
2023 10-K
Securities Authorized for Issuance Under Equity Compensation
Plans
See Note
9 ”Equity
Based and
Other Compensation
Plans” to
the Consolidated
Financial Statements
included in this
Annual Report Form on 10-K for additional information
required.
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,
2023, 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
12/31/2021
12/31/2022
12/31/2023
USCB Financial Holdings, Inc. (USCB)
$
100
$
140
$
122
$
123
NASDAQ Bank (BANK)
$
100
$
115
$
94
$
88
NASDAQ ABA Community Bank (QABA)
$
100
$
114
$
101
$
96
NASDAQ Composite (IXIC)
$
100
$
107
$
71
$
102
Table of Contents
49
USCB Financial Holdings, Inc.
2023 10-K
Recent Sales of Unregistered Securities
(a) The Company did not sell any of its equity securities
during 2023 that were not registered under the Securities
Act.
(b) Not applicable.
(c) The Company’s repurchases of equity securities
for the quarter ended December 31, 2023 were as
follows:
Total
Number of
Shares
Purchased
Average
Price Paid
Per Share
Total Number of Shares Purchased
as Part of Publicly Announced Plans
or Programs (1)
Maximum Number
of Shares that May
Yet Be Purchased
Under Plans or
Programs (1)
Period
October 1 - 31, 2023
-
$
-
-
172,397
November 1 - 30, 2023
92,317
10.45
92,317
80,080
December 1 - 31, 2023
-
-
-
80,080
92,317
$
10.45
92,317
(1) On January 24, 2022 the Company announced
its initial stock repurchase program to repurchase
up to 750,000 shares of Class A common
stock,
approximately 3.75% of the Company’s then outstanding
shares of common stock.
Purchases of Equity Securities by Issuer and Other
Affiliates
On January
24, 2022,
the Board
approved a
share repurchase
program of
up to
750,000 shares
of Class
A common
stock. Under
the repurchase
program, the
Company
may purchase
shares of
Class
A common
stock on
a discretionary
basis from time
to time through open
market repurchases, privately negotiated
transactions, or otherwise in
compliance with
Rule 10b-18 under the
Exchange Act. As of
December 31, 2023, the
Company had repurchased
669,920 shares of
Class
A common stock.
Item 6.
Reserved
Table of Contents
50
USCB Financial Holdings, Inc.
2023 10-K