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”.
Effective December
30, 2021,
the Company
acquired all
issued and
outstanding shares
of Class
A common
stock of
the
Bank
in
connection
with
the
bank
holding
company
reorganization.
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 Class A common stock. The Company’s
Class A common stock is also listed on the Nasdaq Stock
Market and
uses the same ticker symbol.
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 investors that
a liquid trading market
for our Class A
common stock
will be sustained.
Prior
to
our
listing
on
the
Nasdaq
Stock
Market
there
was
not
an
established
public
trading
market
for
the
Class
A
common shares.
As of December 31, 2025, 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
February
28,
2026,
the
Company’s
Class
A common
shares
were held
by
approximately
550 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.
The Company
has agreed to provide notice to the Federal Reserve prior to paying
any cash dividends on its Class A common stock.
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 Bank cannot
declare and pay and
cash dividends to
the Company without receiving
the prior approval of
the
FDIC.
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 10 ”Equity Based
and Other Compensation Plans” to
the Consolidated Financial Statements
included in this
Annual Report Form on 10-K for additional information
required.
Table of Contents
51
USCB Financial Holdings, Inc.
2025 10-K
Recent Sales of Unregistered Securities
The Company did not sell any of its equity securities during
2025 that were not registered under the Securities
Act.
Purchases of Equity Securities by Issuer and Other Affiliates
On January 24,
2022, the Board
of Directors approved
the first share
repurchase program
of up to
750,000 shares
of
Class A common stock. On April
22, 2024 the Board of
Directors approved the second share repurchase
program of up to
500,000 shares of
Class A common
stock. Under the
repurchase programs,
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,
2025, the Company
had
repurchased
9,671
shares
of
Class
A
common
stock
under
the
first
program
and
no
shares
under
the
second
repurchase
program.
The
Company
did
not
repurchase
any
of
its
equity
securities
for
the
quarter
ended
December 31,
2025.
As
of
December 31,
2025,
528,309
shares
remained
authorized
for
repurchase
under
the
Company’s
two
stock
repurchase programs.
During the
year ended
December 31,
2025, the
Company
repurchased
2.0 million
shares of
Class
A common
stock
from certain
institutional shareholders
through privately
negotiated transactions,
at a weighted
average price
per share of
$17.19.
The
aggregate
purchase
price
for
these
transactions
was
approximately
$34.4
million.
The
repurchases
were
supplemental and not part of the Company’s two
previously announced stock repurchase programs described
above.
Item 6.
Reserved
Table of Contents
52
USCB Financial Holdings, Inc.
2025 10-K