USCB FINANCIAL HOLDINGS, INC.
For the period ended Dec 31, 2024. Filed Mar 14, 2025.
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FY2024 · Filed Mar 14, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
PART II
Market
for
Registrant’s
Common
Equity,
Related
Stockholder
Matters
and
Issuer
Purchases
of
Equity
Securities
(a)
Market Information
In July
2021, the Bank’s
stock began trading
on the
Nasdaq Stock Market
under ticker
symbol “USCB”.
Effective December
30, 2021,
acquired all
issued and
outstanding shares
stock of
the
Bank
in
with
the
bank
holding
company
reorganization.
Each
of
the
shares
of
the
common
stock
formerly
held
by
its
was
converted
into
and
exchanged
for
one
newly
issued
share
of
the
Company’s 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
will be sustained.
Prior
to
our
listing
on
the
Nasdaq
Stock
Market
there
was
not
an
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 for the last two fiscal years
:
Stock Price
High
Low
Quarter Ended:
March 31, 2023
$
12.71
$
9.89
June 30, 2023
$
10.94
$
8.86
September 30, 2023
$
12.09
$
10.31
$
12.65
$
10.11
March 31, 2024
$
12.44
$
10.85
June 30, 2024
$
12.83
$
10.25
September 30, 2024
$
16.66
$
11.99
$
20.78
$
14.16
As of
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,
2025,
the
Class
A
common
shares
were
held
by
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.
As a bank holding company, the Company’s ability to declare and pay dividends depends on various federal regulatory
considerations, including
the guidelines
Reserve regarding
capital adequacy
and dividends.
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
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
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
included in this
Annual Report Form on 10-K for additional information
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
Class A
commenced
trading on
Stock Market)
and December
31,
2024, with the cumulative total return
of (a) the Nasdaq Bank Index
(b) the NASDAQ ABA Community Bank
Index, and (c)
Composite Index
over the same
period. This
graph assumes
the investment
of $100
in our Class
stock at the closing sale price of $10.82 per share on
July 23, 2021, and assumes the reinvestment of dividends.
The comparisons shown
in the graph
below are based
upon historical data.
We caution that
the stock price
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
12/31/2024
USCB Financial Holdings, Inc. (USCB)
$
$
$
$
$
NASDAQ Bank (BANK)
$
$
$
$
$
NASDAQ ABA Community Bank (QABA)
$
$
$
$
$
NASDAQ Composite (IXIC)
$
$
$
$
$
Recent Sales of Unregistered Securities
The Company did not sell any of its equity securities during
2024 that were not registered under the Securities
Act.
Purchases of Equity Securities by Issuer and Other Affiliates
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.