USCB FINANCIAL HOLDINGS, INC. 8-K

What Happened
USCB Financial Holdings’ bank subsidiary, U.S. Century Bank, announced an amended and restated change‑in‑control agreement with Nicholas Bustle, the Bank’s Executive Vice President and Chief Lending Officer, effective December 19, 2025. The Amended Agreement replaces the prior agreement dated May 17, 2019, was approved by the Bank’s Compensation Committee, and has an initial term through December 31, 2028 (with potential one‑year extensions beginning December 31, 2026 if approved).

Key Details

• The agreement provides a lump‑sum severance payment equal to 1.0× Mr. Bustle’s annual base salary earned in the year prior to a defined “change in control.”
• Any qualifying payment would be made within 30 days after the consummation of the change in control and is not conditioned on Mr. Bustle remaining employed by the surviving entity.
• The Amended Agreement aligns the “change in control” definition with other Bank/Company agreements and updates certain regulatory provisions.
• The Bank has entered a similar amended agreement with William Turner (EVP & Chief Credit Officer) and expects to adopt comparable agreements for other executive officers.

Why It Matters
This filing shows the Bank is updating executive employment protections and aligning contract terms across its senior management. For investors, the agreement clarifies potential severance exposure (a one‑time payment equal to one year’s base pay per covered executive) that would only be payable upon a defined change in control — not an immediate cash cost. The company’s parallel amendments for other senior officers indicate a broader policy to standardize executive change‑in‑control arrangements, which can affect governance and transaction-related costs if a sale or control change were to occur.