What changed in this filing

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Item 1A. Risk Factors

2023-03-24 compared with 2022-03-24 · 1073 added, 877 removed, 1987 unchanged (50% of the section changed)

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below are not all inclusive.

We may face other risks

that are not presently known, or that we presently deem

We may face other

risks that are not presently known, or that we presently

deem immaterial.

Summary of Risk Factors

Our business is subject to

a number of risks that could

cause actual results to differ

materially from those indicated

a number of risks

that could cause actual results

to differ materially from

those indicated by

forward-looking statements

10-K or presented

elsewhere from

time to time.

are discussed

more fully in this Item 1A and include, without limitation,

the following:

more fully in this Item 1A and include, without limitation, the

Risks Related to our Business and Operations

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repay a loan.

The ongoing COVID-19 pandemic has adversely impacted

and could continue to adversely impact us.

The continuing

COVID-19 pandemic

adversely affect

our business,

financial condition,

liquidity, capital and

results of operations.

Inflationary pressures and rising prices may affect

our results of operations and financial condition.

Financial challenges

banking institutions

concerns that

spread within

industry causing disruptive deposit outflows and other destabilizing

Changes in U.S.

trade policies and other global political

factors beyond our control may adversely impact

factors beyond our control may adversely impact us.

Our lending business is subject to credit risk, which could

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The potential for the replacement or discontinuation of London Inter-bank Offered Rate, or LIBOR, as a benchmark

interest rate could present operational problems and result

in market disruption.

interest rate could present operational problems

and result in market disruption.

Natural disasters and severe weather events in Florida

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Our business is subject to interest rate risk.

Our allowance for credit losses may not be sufficie

nt to absorb potential losses in our loan portfolio.

A failure or the perceived risk

of a failure to raise the statutory

debt limit of the U.S.

could have a material adverse

effect on our business, financial condition and results

of operations.

Our allowance for credit losses may not be sufficient

to absorb potential losses in our loan portfolio.

Our commercial loan portfolio may expose us to increased

The imposition of limits by the bank regulators

on commercial real estate lending

activities could curtail our growth

and adversely affect our earnings.

Our SBA lending program depends on our status as a participant in the SBA's Preferred Lenders Program, and we

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adversely affect us.

USCB Financial Holdings, Inc.

lending secured by

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subjecting us to the costs and potential risks associated

with the ownership

of real property and other risks.

We are subject to certain operational risks, such as fraud

and data processing system failures and errors.

with the ownership of real property and other risks.

We are subject to certain operational risks,

such as fraud and data processing system failures and errors.

We are subject to liquidity risk, which could adversely

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We have several large depositor relationships, the

loss of which could adversely affect us.

loss of which could adversely affect

The value of our securities in our investment portfolio

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We may not effectively execute on our expansion

USCB Financial Holdings, Inc.

New lines of business, products, product enhancements

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to rapid technological changes to remain competitive.

A failure, interruption, or breach in the security of our or our contracted vendors’ systems could adversely affect us.

failure, interruption, or breach in the security of our or our contracted vendors’ systems could adversely affect us.

We rely on other companies to provide key components

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we may not create an effective internal control

We operate in a highly regulated environment.

We operate in a highly regulated environme

Our participation in the SBA PPP loan program exposes

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of certain regulatory agencies designed to protect consumers.

Climate change

legislative and

regulatory initiatives

may materially

Risks Related to Our Class A Common Stock

We do not anticipate paying dividends on our common

Ability to pay dividends on our common stock

is subject to restrictions.

USCB Financial Holdings, Inc.

The market price and trading volume of our Class A common

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regulatory limitations on changes of control of the Company.

USCB Financial Holdings, Inc.

Risks Related to our Business and Operations

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estate collateral

Moreover, since a large portion of our portfolio is

secured by properties located in South

Florida, the occurrence of a natural

disaster, such as a hurricane, or a man-made disaster could result in a decline in loan originations, a decline in the value or

destruction of

mortgaged properties

Moreover, since

a large portion

portfolio is secured

by properties located

in South Florida,

the occurrence of

natural disaster, such

as a hurricane, or a man-made disaster

could result in a decline in loan originations,

a decline in the

of delinquencies,

foreclosures or

loans originated

suffer further losses

due to the decline

in the value of the

properties underlying our mortgage

would have an adverse impact on our results of operations

and financial condition.

originated by

further losses

the properties

underlying our

loans, which would have an adverse impact on our results

of operations and financial condition.

A downturn in the local economy generally may lead to loan losses that are not offset by operations in other markets;

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to, among other things,

the level of U.S.

government debt and

government debt

actions that may

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potential resurgence

and political

and increasing

supply disruptions,

a destabilizing

international credit

of economic and political tensions with China, the Russian invasion of Ukraine and

continuing high oil prices due to, among

other things, Russian supply disruptions, each of

which may have a destabilizing effect

on financial markets and economic

business spending,

conditions and/or

other negative

or international

credit markets

may significantly

business, the

loans and investments, and our ongoing operations, costs

and profitability.

value of our loans and investments, and our ongoing

operations, costs and profitability.

business developments, which may impair a borrower's

ability to repay a loan.

needs of small-

to medium-sized businesses, or SMBs, and

needs of small- to

medium-sized businesses, or SMBs, and

the owners and operators of

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shares than their competition, may be

more vulnerable to economic downturns,

often need substantial additional

more vulnerable to economic

downturns, often need substantial additional

aggregate, may impair

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conditions negatively

USCB Financial Holdings, Inc.

impact the markets in which we operate

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on our business, financial condition and results of operations.

USCB Financial Holdings, Inc.

The ongoing COVID-19

pandemic and resulting

substantial disruption

to global and

domestic economies has

financial results.

adversely affected, and could

continue to adversely

affect, our business

operations, asset valuations

and financial results.

The pandemic has negatively

impacted the global and

domestic economies, disrupted supply chains,

lowered certain equity

medium and small

businesses within certain

industries have been

particularly hard hit

both in the U.S.

and internationally,

industry and the retail

In addition, the pandemic

has resulted in remote

working environments, travel

restrictions,

requirements,

return-to-office

requirements.

economic impacts

adverse impact

business, financial

condition and

operations, as

these circumstances

Additionally,

expected recovery

as anticipated,

such recovery

yield the same benefits to us as other financial institutions

or other companies in other industries.

Because there have been no comparable recent global pandemics

or similar disruptions that resulted in a

similar global

impact, the full extent to which the COVID-19 pandemic

will impact our business operations, asset valuations

and financial

results will depend on future developments which remain uncertain and cannot be

predicted at this time.

These include the

scope and duration

of the pandemic,

including the

introduction of

of the virus,

and distribution

and participation in,

vaccination programs, the

continued effectiveness of

our business continuity

direct and indirect

impact of the

pandemic on our

employees, customers and third-party

service providers, as

well as other

market participants,

and the effectiveness

taken by governmental

authorities and

other third parties

to the pandemic.

the pandemic continues to

spread, morph or otherwise

results in a continuation

or worsening of

the current economic

commercial environments, our business,

financial condition, results of

operations, cash flows, and

ability to pay dividends,

as well as our regulatory capital and liquidity ratios could be

materially adversely affected.

condition, liquidity, capital and results

of operations.

The extent and duration

continuing COVID-19 pandemic

will affect our

business in the

future is unknown

and will depend

on future developments,

which are highly

uncertain and outside

developments include

supply chain disruptions, decreased demand for our products and services or those of our borrowers, which could increase

rising inflation,

qualified personnel

labor shortages,

talent attrition,

employee illness, quarantine,

willingness to return

to work, face-coverings

and other safety

requirements, or travel

restrictions, and the actions taken

by governments, businesses and individuals

to contain the impact of

COVID-19, as well

disproportionately

pandemic or recession in the U.S.

economy or the world

economy in general.

Inflationary pressures and rising prices may affect

our results of operations and financial condition.

businesses may be

impacted more during

periods of high

inflation, as they are

not able to leverage

economics of scale

mitigate cost pressures compared

to larger businesses.

Consequently,

the ability of our business

customers to repay their

loans may deteriorate, and in some cases this deterioration may occur quickly, which would adversely impact our results of

operations and financial

a prolonged period

of inflation could

to increase, which could adversely affect our results

of operations and financial condition.

banking industry causing disruptive deposit outflows

and other destabilizing results.

In March 2023, certain specialized banking institutions with elevated concentrations of uninsured deposits experienced

large deposit outflows,

resulting in the

institutions being placed

into FDIC receiverships.

In the aftermath,

there has been

deposit outflows

destabilizing results.

Bank maintains

a well-diversified

deposit base.

depositors only

total portfolio.

are estimated

Our public funds

of total deposits and

are partially collateralized.

The estimated average account

$95 thousand.

addition, the Bank

was qualified

“well capitalized” institution

2022 and 2021.

political factors

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adversely impact

our business, financial

condition and results

our business,

financial condition

of operations.

Russia's invasion of

Ukraine, the U.S.

impose material

additional, financial

sanctions and

export controls

against certain

organizations and/or individuals, with similar

actions either implemented or planned

by the European Union ("EU") and

Russia's invasion

and is likely to continue to impose material additional, financial and economic sanctions and export controls against certain

Russian organizations and/or individuals, with similar actions either implemented or planned by the European Union ("EU")

jurisdictions.

U.S., the U.K.,

financial and economic

sovereign debt;

and investment, trade, and

financing to, from, or in

certain regions of Ukraine.

Moreover, actions by Russia,

markets and economic conditions.

the extent changes in the global

political environment, including Russia's invasion

Ukraine and the escalating

tensions between Russia

and the U.S., NATO,

the EU and the

UK, have a negative

business, results

of operations

and financial

condition could

be materially

and adversely impacted.

and investment,

financing to,

in certain regions

Moreover, actions by Russia, and any

further measures taken by the

or its allies,

could have negative impacts

on regional and global

financial markets and economic conditions.

To the extent changes in the global

political environment,

including Russia's

the escalating

tensions between

UK, have a negative impact on

us or on the markets

in which we operate, our business,

results of operations and financial

condition could be materially and adversely impacted.

USCB Financial Holdings, Inc.

Our lending business is subject to credit risk, which

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industry conditions,

risks inherent

with individual

borrowers, including

individual borrowers,

the risk that a borrower may not provide

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may present inaccurate

USCB Financial Holdings, Inc.

or incomplete information to us, may lack a U.S.

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without fulfilling their loan obligations,

leaving us with

little recourse

to them personally,

with little recourse

relating to the

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to effectively

portfolio could

loan portfolio

adverse effect on our business, financial condition

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administrator

extend the retirement date

of certain offered

extend the retirement

date of certain offered

rates whereby the publication

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rates will cease after December 31, 2021;

but, the publication of the remaining

LIBOR offered rates will continue until June

but, the publication of

the remaining LIBOR offered rates will continue until June

entering into new

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bank practices accordingly.

Therefore, the agencies

encouraged banks to

cease entering

Therefore, the

agencies encouraged banks

to cease entering

into new contracts that use LIBOR as a reference rate

as soon as practicable and in any event by December

uncertainty as

become accepted

or alternatives

LIBOR-indexed

Board of Governors

Federal Reserve

the Federal Reserve,

the recommendations

Federal Reserve's Alternative Reference

Rate Committee, has begun

publishing SOFR, which is

intended to replace

LIBOR, and has

encouraged banks to

transition away

from LIBOR as

soon as practicable.

Although SOFR

appears to be

the preferred replacement

rate for LIBOR,

there are conceptual

and technical differences

between LIBOR and

remain unresolved at this time.

it is unclear if other benchmarks

may emerge or if other rates

will be adopted

categories of instruments

that now consistently

LIBOR benchmark.

are slowly developing

and questions

around liquidity

appropriately adjust

any economic value transfer at the time of transition remain

a significant concern.

Regulators, industry groups

and certain communities

(e.g., the Alternative

Reference Rates Committee)

alternatives for certain LIBOR rates (e.g.,

the Secured Overnight Financing Rate (“SOFR”) as the

recommended alternative

Dollar LIBOR), and proposed implementations of the recommended alternatives in floating rate instruments.

time, while it appears that

these recommendations and proposals

have been broadly accepted, it

is not possible to predict

will continue

implementation

financial instruments.

The uncertainty

surrounding potential

including the

alternative reference

the implementation of

LIBOR reform proposals

may result in

increased compliance and

Certain of our financial products are

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could adversely

interest rate

associated costs,

including, but not limited to, creating the possibility of disagreements

with counterparties.

us, including

increased interest

and associated

including, but not limited to, creating the possibility of

disagreements with counterparties.

Natural disasters and severe weather events in Florida

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and residences,

USCB Financial Holdings, Inc.

the value of property serving as collateral for our loans, force the relocation of residents, and

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activity in the region.

adverse weather

events, which

cannot predict

weather events,

variety of factors that are beyond our control,

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our exposure to credit and liquidity risks.

USCB Financial Holdings, Inc.

Our business is subject to

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Changes in the interest

rate environment may

reduce our profits.

is expected that we

will continue to

realize income

rate environment may reduce

expected that we

will continue to realize

from the differential or "spread" between the interest earned on loans, securities

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or completely

determinations with

interest rates.

After steadily

increasing the

target federal

additional 150

2020 where it had remained until the Federal Reserve increased the target federal

funds rate by 25 basis points to a range

0.50% in March 2022.

A prolonged low interest

rate environment could negatively

impact our net interest

as assets reprice that are not subject to interest rate floors.

The Federal Reserve Board has signaled that further increases

in rates are coming but the exact timing and extent remain

unknown and are largely subject to economic conditions.

determinations with respect to interest rates.

It is currently expected that during 2023,

the Federal Open Market Committee of the Federal

Reserve (the “FOMC”) will

increase interest rates

to reduce the

inflation to the

extent necessary

inflation to the

rate that the

believes is appropriate.

Since March 2022, the FOMC has increased the federal funds rate by

450 basis points.

increases were expressly

made in response

to inflationary pressures,

which are currently

expected to continue.

there can be no assurances as to any future FOMC action.

While an increase

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loan yield, it

may adversely affect

the ability of

certain borrowers

may adversely

affect the ability

of certain borrowers

with variable rate

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level and composition of

provide assurances that we

will be able to

We cannot provide

assurances that we will

Additionally,

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while maintaining

noninterest-bearing deposits as customers may seek higher

-yielding products when interest rates increase.

noninterest-bearing deposits as customers may seek

higher-yielding products when interest rates increase.

quality, loan origination

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and overall profitability.

adverse effect on our business, financial condition

and results of operations

debt ceiling and budget deficit

concerns have increased the

possibility of additional credit-rating

downgrades and

economic slowdowns, or a recession in

the United States.

Although U.S.

lawmakers passed legislation to

raise the federal

debt ceiling on multiple occasions, including the most recent increase in December 2021, ratings agencies have lowered or

threatened to lower the long-term sovereign

credit rating on the United

The impact of this

or any further downgrades

government’s sovereign credit rating or its

perceived creditworthiness could adversely affect the U.S.

financial markets and economic conditions.

Absent further

quantitative easing by the Federal Reserve,

these developments

could cause interest rates

and borrowing costs to rise,

which may negatively impact

our ability to access

the debt markets

on favorable terms.

addition, disagreement over

the federal budget has

caused the U.S.

federal government to shut

business, financial condition and results of operations.

Our allowance for credit losses may not be sufficient

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diversification

USCB Financial Holdings, Inc.

experience, identified credit

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identification

or deterioration

deterioration

increase our allowance for

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provisions for credit losses to restore

the adequacy of our allowance for

credit losses.

the adequacy of our allowance for credit

Finally, the measure of our allowance

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The Financial Accounting

implementation

reporting companies.

will require financial

institutions to estimate

and develop a

provision for credit

losses over the

at origination,

balance sheet

Under the CECL model, expected

credit deterioration would be reflected in

the income statement in the

period of origination

or acquisition of a loan,

with changes in expected

credit losses due to further

credit deterioration or improvement

Board, or FASB, issued a new credit

impairment model, the Current Expected Credit Loss, or

CECL model, which became

losses over the lifetime of the loan at origination, as opposed to reserving for incurred or probable

losses up to the balance

Under the CECL

model, expected credit deterioration

would be reflected in the income

statement in the period

deterioration

improvement reflected

expectation changes.

implementation of

require financial

institutions, like

allowances for

institutions,

implementation of CECL.

Moreover, the

CECL model may create

more volatility in our

level of allowance for

credit losses.

the implementation

materially increase our

allowance for credit

losses for any

to materially

allowance for

credit losses

reason, such increase

could adversely affect

our business,

prospects, cash flow, liquidity,

financial condition and results of operations.

USCB Financial Holdings, Inc.

could adversely

affect our business, prospects, cash flow,

liquidity, financial

condition and results of operations.

Our commercial loan portfolio may expose us to increased

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generally have

loan balances

are typically

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property securing the loan.

commercial business loans are primarily made

to small business

commercial business loans are primarily

made to small business

and middle market customers.

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profitability and

our business,

financial condition,

business, financial

condition, and

Commercial construction loans generally

have a higher risk of

loss due to the assumptions

used to estimate the value

have a higher risk

of loss due to the assumptions

used to estimate the

at completion

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completed property

are forced to

we are forced

project prior

to completion,

required to fund additional amounts to complete a project,

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condition and results of operations.

The imposition

bank regulators

on commercial

lending activities

could curtail

growth and adversely affect our earnings.

concentrations

Under this guidance, a financial

institution that, like us, is actively

involved in commercial real estate lending should

concentrations.

concentrations

lending provides that a bank’s commercial real estate lending exposure

could receive increased supervisory scrutiny where

owner-occupied

nonowner-occupied investor

real estate, and

construction and

represent 300%

an institution’s

risk-based capital, and the outstanding

balance of the commercial real estate

loan portfolio has increased by 50%

commercial investor

loans, including

USCB Financial Holdings, Inc.

secured by apartment buildings,

commercial real estate,

and construction and land

loans represented 390% of

total risk-based capital and the growth in the

commercial real estate portfolio exceeded 50% over the preceding 36

The particular

commercial real

collateral and

to conditions

market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution).

purpose of the guidance is

to guide institutions in developing

risk management practices and

capital levels commensurate

concentrations.

Management has

established an

commercial real

estate lending

monitor specific exposures

and limits by

types within the

commercial real estate

portfolio and

takes appropriate

actions, as necessary.

While we believe we have implemented policies and procedures with respect to our commercial real

estate loan portfolio

consistent with

this guidance,

the FDIC, U.S.

Century Bank’s

primary federal

could require

interpretation

additional costs to us.

In addition, If the FDIC were

to impose restrictions on the amount of commercial real estate loans we

can hold in our portfolio, our earnings would be adversely

a participant

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risks associated

originating SBA

with originating

the guaranteed portion thereof.

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in the secondary market.

have resulted in

sales have resulted in

both premium income for us

at the time of

sale and created a stream

of future servicing income.

can be no assurance

at the time of sale

and created a stream of

future servicing income.

that we will be able to continue originating these loans, that a secondary market for these loans will continue to exist or that

we will continue to realize

premiums upon the sale of

the guaranteed portion of

premiums upon the sale

of the guaranteed portion of

the guaranteed

portion of our SBA 7(a) loans, we incur credit risk on the non-guaranteed portion of the loans, and if a customer defaults on

the non-guaranteed

portion of a loan, we share any loss and recovery related

to the loan pro-rata with the SBA.

the non-guaranteed portion of a loan, we share any loss

and recovery related to the loan pro-rata with the SBA.

The laws, regulations and

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organization, changes in the laws, regulations

and procedures applicable to SBA

loans could adversely affect our

and procedures applicable to SBA loans

could adversely affect our

operate profitably.

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the amount of SBA 7(a)

loan guarantees in any given fiscal

If the federal government were to reduce the amount of SBA loan guarantees, such reduction

could adversely impact

loan guarantees in any given

If the federal government were to reduce the amount of SBA loan guarantees, such reduction could

adversely impact

our SBA lending

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selling the guaranteed portion

7(a) and 504 loans.

any default by

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to significant

USCB Financial Holdings, Inc.

notwithstanding that a portion of the loan was

guaranteed by the SBA, which could adversely

notwithstanding that a portion of the loan

was guaranteed by the SBA, which could adversely

affect our business, financial

condition and results of

follow the SBA's underwriting

guidelines, our ability

to do so depends on

While we follow

the SBA's underwriting

guidelines, our ability to

do so depends on the

knowledge and diligence of our employees

and the effectiveness of controls

we have established.

If our employees

and the effectiveness of

controls we have established.

employees do not

failures, the

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obligations and

USCB Financial Holdings, Inc.

Global banking is an important part of our business, which

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other actions

against us, which

could significantly

which could significantly

increase our compliance

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customers' actual operating results may be

worse than our underwriting contemplated when we

worse than our underwriting contemplated when

we originated

the loans, and in these

circumstances, we could incur

substantial impairment or loss

of the value on these

substantial impairment or

loss of the value on

fail to identify problems because our customer did not report them in

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all material information

their businesses, we may misinterpret or incorrectly analyze this

Mistakes may cause us to make loans

their businesses, we may misinterpret or incorrectly analyze

this information.

Mistakes may cause us to

make loans that we

otherwise would not have made or to fund

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significantly

allowance for

lease losses.

non-performing loans,

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and results of operations and financial condition, to the extent

the losses exceed our allowance for loan and lease

loans are secured

on specified collateral

of the borrower

not obtain or

properly perfect

the losses exceed our allowance for loan and lease losses.

lien on specified

collateral of the

borrower and we

may not obtain

or properly perfect

our liens or the value of the collateral securing any particular loan may not be sufficient to protect us from suffering a partial

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by the Associations from

payments received from their

payments received from their property

owners, as well

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rely upon payments

received from their

property owners in

received from

their property owners

loan collateral.

non-performing

2 unchanged sentences

having sufficient

for repayment of

the loan and/or

In such events, we could suffer loan losses,

which could have a material adverse effect on our

net earnings,

for repayment

In such events, we could suffer

loan losses, which could have a material adverse effect

on our net earnings,

allowance for loan and lease losses, financial condition,

and results of operations.

USCB Financial Holdings, Inc.

Non-performing

financial condition, and could result in further losses in

non-performing

nonaccrual loans

Non-performing assets adversely

affect our net

income in various

interest income on

loans or other

owned (“OREO”),

thereby adversely

affecting our

increasing our

loan administration

in foreclosure

proceedings, we

the collateral

then-fair market

and returns on

increasing our loan administration costs and adversely

affecting our efficiency ratio.

we take collateral in foreclosure

and similar proceedings, we are

required to mark the collateral to

its then-fair market value, which may

result in a loss.

performing loans

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our regulators

believe is appropriate

appropriate for

The resolution

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we experience increases

USCB Financial Holdings, Inc.

non-performing

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ownership of real property,

protection initiatives or

changes in state

or federal law

may substantially

protection initiatives

or changes in

state or federal

law may substantially

raise the cost

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to, general or

local economic conditions,

environmental cleanup

local economic

conditions, environmental

cleanup liabilities,

various assessments

the ownership

of the property,

relating to the

the property,

interest rates, real

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regulatory rules,

and natural disasters.

Our inability

inability to manage

associated with

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that significantly raise

the cost of residential

foreclosures or raise

outright barriers, they

residential foreclosures

or raise outright barriers,

they could have

an adverse effect on our business, financial condition,

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when we take title to property.

environmental liabilities with

respect to these properties.

We may be held

liable to a governmental

entity or to third

investigation

environmental

contamination

releases at a property.

The costs associated with

investigation or remediation

activities could be substantial.

liabilities with respect

more of these

properties, or with

respect to properties that

operating our business.

During the ordinary course of

business, we may foreclose on and take

title to properties securing defaulted loans.

hazardous or toxic

substances could

these properties.

hazardous conditions

substances are found

on these properties,

liable for remediation

costs, as well

as for personal

injury and property

damage, civil

criminal penalties

the hazardous

conditions or

toxic substances

first affected

any particular property.

The costs associated with investigation or

remediation activities could be substantial.

In addition, if

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of a contaminated site, we may be

subject to common law claims by

third parties based

subject to common law claims

by third parties based

on damages and

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or unauthorized activities on behalf of our customers or improper use of confidential information.

always possible to

It is not always possible to

prevent employee

11 unchanged sentences

interruption.

USCB Financial Holdings, Inc.

internal controls fail

22 unchanged sentences

than expected,

general underwriting

a misrepresentation

underwriting standards.

misrepresentation is

USCB Financial Holdings, Inc.

the applicant, the borrower,

6 unchanged sentences

unsellable or subject

to repurchase if it

to repurchase if

sold prior to detection of the

misrepresentation.

The sources of the

misrepresentations are often difficult

The sources of

the misrepresentations are often difficult

to locate, and it is

12 unchanged sentences

liabilities, and off-balance sheet

commitments under various economic

conditions), an inability

adverse effect

commitments under various economic conditions),

adverse effect on

our liquidity.

funding sources in

amounts adequate to

5 unchanged sentences

the borrowing capacity assigned to

our pledged assets by our

secured creditors, competition from other

our pledged assets by

our secured creditors, competition from other

financial institutions

17 unchanged sentences

the Federal Reserve

Bank of Atlanta.

Our ability to

acquire deposits

deposits or borrow

could also be

impaired by factors

severe disruption

financial markets

industry generally

of conditions

or negative views

the financial

organizations

international

liquidity could

adversely impact our ability to originate loans, invest in securities, meet our expenses

26 unchanged sentences

conditions, including

issuer of particular securities in our investments

portfolio or any given market segment or industry in

issuer of particular securities in our investments portfolio

or any given market segment or industry in

which we are invested.

19 unchanged sentences

financial condition and results of operations.

USCB Financial Holdings, Inc.

effectively execute

4 unchanged sentences

our historical growth and earnings trends.

expansion strategy

organic growth,

supplemented by

acquisitions of

financial institutions

institutions and

banking teams;

1 unchanged sentence

our expansion

may cause our future growth rate

to decline below our recent historical

levels, or may prevent us

from growing at all.

specifically, we may not

to generate sufficient

new loans and

deposits within acceptable

risk and expense

competition with other financial institutions, may impede or restrict the growth of our operations.

Further, we may be unable

depends on our ability to manage our growth effectively,

which in turn depends on a number of factors, including our ability

infrastructure

same levels of potential profitability,

and we may not be successful

in controlling costs and maintaining asset

specifically,

sufficient new

deposits within

acceptable risk

economic conditions

and competition

with other financial

institutions, may impede

or restrict the

our operations.

Further, we may be unable to attract

and retain experienced bankers, which could

adversely affect our growth.

of our strategy also depends on our ability to manage our growth effectively,

which in turn depends on a number of factors,

infrastructure to accommodate expanded operations.

Even if we are successful in continuing our growth,

such growth may

USCB Financial Holdings, Inc.

not offer the

same levels of

potential profitability,

and we may not

be successful in

controlling costs and maintaining

quality in the

our inability

to effectively

manage growth

effect on our business, financial condition and results

of operations.

our inability to

maintain growth

effectively manage

an adverse effect on our business, financial condition

and results of operations.

New lines of business, products, product enhancements

or services may subject us to additional risk.

implement new lines

of business or

From time to time,

we may implement new

lines of business or

offer new products

and product enhancements

uncertainties

these efforts.

In developing,

implementing or marketing new

lines of business, products,

product enhancements or services,

underestimate

necessary to make new lines of business

or products successful or to realize their

expected benefits.

services within

are substantial

uncertainties associated

developing, implementing

or marketing new

lines of business,

products, product

enhancements or

may invest significant time and

We may underestimate the appropriate level

of resources or expertise necessary

enhancements or services, and price

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raise additional

available on terms acceptable to us or may be diluti

ve to existing shareholders.

We believe that we

have sufficient capital

available on terms acceptable to us or may be dilutive to

existing shareholders.

We believe that

we have sufficient capital

to meet our capital

14 unchanged sentences

our control, and our financial performance.

we cannot provide assurance that such capital will

be available on

we cannot provide assurance that such capital

will be available on

terms acceptable to us or at all.

6 unchanged sentences

raise capital and

would then have

to compete with

those institutions for

compete with those

institutions for investors.

Any inability

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and could be dilutive to both tangible book value and our

regulatory supervision

imposition of

These restrictions

establishment

1 unchanged sentence

of operations and our share price.

USCB Financial Holdings, Inc.

acquisitions,

10 unchanged sentences

for any opportunistic

acquisition we were

acquisition we

were to consider,

face significant

2 unchanged sentences

successful in identifying or completing any future acquisitions.

Mergers and acquisitions involve numerous risks, any

of which could harm our business, including:

USCB Financial Holdings, Inc.

Mergers and acquisitions involve numerous risks,

any of which could harm our business, including:

the possibility that expected benefits

13 unchanged sentences

evaluating potential acquisitions

and merger partners

and negotiating potential transactions, resulting in management’s attention being diverted from the operation of our

1 unchanged sentence

difficulties in supporting and transitioning customers

of the target and disruption of our ongoing banking

resources that we

devote may exceed

realize, or the

value we could

of the target and disruption of our ongoing banking business;

resources that

we devote may

exceed the value

we realize, or

realized if we had allocated the purchase consideration

or other resources to another opportunity;

entering new markets or areas in which we have limited or

no experience;

entering new markets or areas in which we have limited

or no experience;

the possibility that our culture is disrupted as a result of

an acquisition;

potential loss of key personnel and customers from either

our business or the target’s business;

of unanticipated problems, claims or other liabilities of the acquired

potential loss of key personnel and customers from

either our business or the target’s business;

assumption of unanticipated problems, claims or other liabilities

of the acquired business;

an inability to realize expected synergies or returns on

the possibility of regulatory approval for the acquisition

being delayed, impeded, restrictively conditioned

due to existing or new regulatory

issues surrounding us, the target institution

or the proposed combined entity

the possibility that any

such issues associated

with the target institution,

of which we may

or may not be

the time of the acquisition, could adversely impact the combined

the possibility of regulatory approval for the acquisition being delayed,

impeded, restrictively conditioned, including

the requirement to divest

various activities, or denied

due to existing or

new regulatory issues surrounding

target institution or the proposed combined entity and

the possibility that any such issues associated with

institution, of which we

of the acquisition,

could adversely impact the

entity after completion of the acquisition;

1 unchanged sentence

the need to raise capital;

inability to generate sufficient revenue to offs

et acquisition costs.

inability to generate sufficient revenue to offset

acquisition costs.

Our acquisition

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market price of

A common stock.

common stock.

Additionally,

5 unchanged sentences

and adversely

operations during

of operations

impairment was

6 unchanged sentences

any such merger or

acquisition, and we

may incur costs

acquisition, and we may

incur costs in

otherwise adequately address and

manage the risks associated

with such transactions could have

manage the risks associated with

such transactions could have

a material adverse effect

on our business, results of operations

and financial condition, including short-term and long-term liquidity.

USCB Financial Holdings, Inc.

on our business, results of operations and financial condition,

including short-term and long-term liquidity.

personnel, or our

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and successful

our business.

retain qualified

intense competition

for qualified

senior management personnel, or the inability to recruit

5 unchanged sentences

to attract and retain personnel

with appropriate

earnings or adversely affect our business, results

of operations, financial condition or prospects.

with appropriate skills and

knowledge to support our

business, we may offer

a variety of benefits, including

equity awards,

which may reduce our earnings or adversely affect

our business, results of operations, financial condition or

USCB Financial Holdings, Inc.

Damage to our reputation could significantly harm

2 unchanged sentences

and retain customers and

highly-skilled management and employees is

impacted by our reputation.

highly-skilled management and employees is impacted

by our reputation.

A negative public

10 unchanged sentences

publicity regarding

our reputation,

and workplace

of diversity,

activities of our customers, other

27 unchanged sentences

of social media

virtually every

society facilitates

every segment

dissemination

14 unchanged sentences

including local

competitors offer the same banking services that

we offer and our success depends on

our ability to adapt our

competitors offer the same banking services

that we offer and our

success depends on our ability to

adapt our products and

requirements.

5 unchanged sentences

face competition

institutions, including

without limitation,

institutions, including without

intermediaries.

4 unchanged sentences

may be adversely affected.

If we are unable to attract and retain banking customers, we may be

unable to grow or maintain

If we are unable to attract and retain banking customers, we may

be unable to grow or maintain

of operations

1 unchanged sentence

condition may

Ultimately, we

may not be able to compete successfully against current

we may not be able to compete successfully against current

and future competitors.

8 unchanged sentences

processes may be

better than those

we currently use.

better than those we

currently use.

of technological change

4 unchanged sentences

in part, upon our

USCB Financial Holdings, Inc.

ability to address

our customers by using

technology to provide products

and services that

will satisfy customer

the needs of our

customers by using technology

to provide products and

services that will satisfy

demands for convenience,

2 unchanged sentences

in our operations.

be able to implement

new technology-driven products

and services effectively

or be successful

in marketing these

may not be able

new technology-driven

products and services

effectively or

be successful in

marketing these

products and services

Failure to keep pace successfully with technological change affecting the financial services industry could harm

significant capital

order to remain

7 unchanged sentences

devote significant

resources to maintain

and regularly update

our systems and

processes that are

maintain and regularly

systems and processes

that are designed

confidentiality,

6 unchanged sentences

systems or cause

other damage, including through

the introduction of

computer viruses or malware,

cyber-attacks and other

other damage, including

through the introduction of

computer viruses or

malware, cyber-attacks and other

USCB Financial Holdings, Inc.

individuals and

5 unchanged sentences

attacks in the future.

While we have not

experienced a material cyber

While we have

not experienced a material

cyber-incident or

security breach that has

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is possible that

we may not be

able to anticipate,

detect or recognize

threats to our

systems or to

implement effective

to implement effective

preventive measures

1 unchanged sentence

to breach our

security inside or outside our business, especially because the techniques used to attack our systems

change frequently or

security inside or outside our business, especially because the techniques used to attack our

systems change frequently or

cyber-attacks

individuals or groups who are associated with

external service providers or who are or

individuals or groups who are associated

with external service providers or who are or

may be involved in organized crime

6 unchanged sentences

that of our customers

to other companies,

our risks and exposures

other companies, our

risks and exposures

to cybersecurity

9 unchanged sentences

usage of web-based applications.

penetration or

circumvention

including those

our third-party

consequences,

1 unchanged sentence

confidential information,

result in violations

and may result

in violations

of applicable

35 unchanged sentences

could adversely

affect our ability

to deliver products

and services to

our customers, our

reputation and our

ability to conduct

our business,

ability to deliver

products and services

to our customers,

our reputation and

our ability to

conduct our business,

adversely affect

8 unchanged sentences

an unavoidable

USCB Financial Holdings, Inc.

affected by increased

reliance on remote work

environments, market volatility

and other factors that

increase their risks

reliance on remote

work environments, market

volatility and other factors

that increase their risks

business disruption or

20 unchanged sentences

and in the performance

of the parties with which

we have these relationships.

As a result, if

of the parties with

which we have these

relationships.

our regulators

7 unchanged sentences

we could be subject

to remedial and/or enforcement actions,

including civil money penalties or

other administrative or judicial penalties

to remedial and/or enforcement

actions, including civil money penalties

or other administrative or judicial

penalties or fines

as well as requirements for customer remediation, any

2 unchanged sentences

condition or results of operations.

USCB Financial Holdings, Inc.

Litigation and regulatory actions,

1 unchanged sentence

us to significant fines,

In the normal course of

business, from time to time, we

In the normal course of business,

from time to time, we

have in the past and

2 unchanged sentences

legal actions

connection with

current and/or

prior business

actions could

1 unchanged sentence

or punitive damages

or claims for indeterminate

amounts of damages.

or claims for

indeterminate amounts of

supervisory penalties

or criticism.

time to time,

be the subject

of subpoenas,

5 unchanged sentences

also cause significant harm

our reputation and divert management attention away from the operation of

our business.

our reputation and divert management attention away from

the operation of our business.

settlement, consent

23 unchanged sentences

become, affiliated.

Certain of our

directors are or may

Certain of our directors

become subject to fiduciary

4 unchanged sentences

institutions,

which give rise to fiduciary or contractual obligations to

such institutions, may create conflicts of interest.

the extent that

any of our directors become aware of

acquisition opportunities that may be

suitable for entities other than us

to which they

have fiduciary

or contractual

obligations, or they

are presented

opportunities in

their capacities

as fiduciaries

directors become aware

of an opportunity

suitable both for

us and another

entity to which

such person has

which give rise to

fiduciary or contractual obligations to such other

institutions, may create conflicts of interest.

To the extent

that any of our directors

become aware of acquisition

opportunities that may be

suitable for entities other

than us to which

they have fiduciary or contractual obligations, or they are

presented with such opportunities in their capacities as fiduciaries

entities, they

such obligations

other entities.

should assume

directors become

opportunity that may

be suitable both

another entity to

which such person

fiduciary obligation

6 unchanged sentences

entity or entities

suitable for us, he or she may not present such opportunity

Investors have the right to nominate one director to serve on our Board, including Board committees,

and to designate one

suitable for us, he or she may not present such opportunity to

Pursuant to an agreement between us and each of our Significant Investors

(as defined below), each of the Significant

Investors has the right

to nominate one

director to serve

on our Board, including

Board committees, and

to designate one

non-voting Board

The directors

designated by

the Significant

Investors have

observers designated

Significant Investors

business activities

1 unchanged sentence

a corporate opportunity

such person shall

communicate or

to communicate or

present such corporate

our shareholders

USCB Financial Holdings, Inc.

related investment fund

1 unchanged sentence

indirectly, pursues or acquires such opportunity

for itself, directs

such opportunity

to another person, or does not present such opportunity

for itself, directs such

to another person, or does not present such opportunity to

Risks Related to Our Tax,

2 unchanged sentences

changes in ownership of our common stock.

We recognize the expected future tax

benefit from deferred tax assets when

it is more likely than

not that the tax benefit

We recognize the expected future tax benefit

from deferred tax assets when it

is more likely than not

that the tax benefit

will be realized.

3 unchanged sentences

The improved risk profile of the Bank is

component used

in the determination

a key component

determination of

to realize the

expected future

the extent that future taxable income differs

significantly from estimates as a result

of the interest rate environment

significantly from estimates as a result of

the interest rate environment and

loan growth capabilities or other factors, our ability to realize

the net deferred tax assets could be negatively

USCB Financial Holdings, Inc.

Subject to certain exceptions, our Class A common stock is subject

14 unchanged sentences

significant future

stock equivalents,

equivalents, or

indirect ownership

21 unchanged sentences

significant to presenting our financial

condition and results of

condition and results of operations.

Our critical accounting policies, which

2 unchanged sentences

Analysis of Financial Condition

and Results of Operations"

and Results of

Operations" in this

Annual Report

25 unchanged sentences

reputation and

and adversely

adversely affect

our business,

17 unchanged sentences

capital markets,

stock to decline and subject us to regulatory penalties.

stock to decline and subject us to regulatory penalt

Our management is responsible for establishing

1 unchanged sentence

reporting and

for evaluating

financial statements for external purposes in accordance with GAAP.

7 unchanged sentences

previously were

not required to

not required to comply with

as a private company.

In particular,

compliance with

the Sarbanes-Oxley

Act beginning

second annual

USCB Financial Holdings, Inc.

management on

we are required to certify

our compliance with Section

of the Sarbanes-Oxley Act

beginning with this Annual

Report on Form 10-K,

which requires us to annually

furnish a report

by management on

the effectiveness

internal control

of our internal

control over financial

evaluating our internal

over financial

evaluating our

internal controls over financial reporting, we may identify material

weaknesses that we may not be able to

remediate in time

the applicable

deadline imposed

for compliance

the Sarbanes-

We are in the process of

reviewing our formal policies, processes and practices related to financial reporting

to the identification of key

financial reporting risks, assessment of their potential

impact and linkage of those

risks to specific

areas and controls within our organization.

reporting, we

applicable deadline imposed upon

us for compliance with

the requirements of Section

404 of the Sarbanes-Oxley

identification of key financial reporting

risks, assessment of their potential impact

and linkage of those

risks to specific areas

and controls within our organization.

If we fail to achieve and maintain the adequacy of

our internal controls, as such standards are modified, supplemented,

or amended from time to

time, we may not

or amended from time

to time, we may not

be able to ensure

5 unchanged sentences

and any remediation actions or the impact of the

adequately comply

with the requirements

Sarbanes-Oxley Act,

our operations.

to adequately

the requirements

of Section 404

of the Sarbanes

we may be subject to adverse regulatory consequences and

7 unchanged sentences

hiring additional

such action could

negatively affect

action could negatively

business, financial condition, results of operations, and the price

of our Class A common stock may decline.

remain an emerging

growth company, we will

required to include

an attestation report

over financial

reporting issued

independent registered

public accounting

USCB Financial Holdings, Inc.

While we remain an

emerging growth company or a

non-accelerated smaller reporting company, we will not be

accounting firm.

eventual compliance

with the auditor attestation requirement of

Section 404 of Sarbanes-Oxley once

we no longer qualify as

an emerging growth

with the auditor

attestation requirement

Oxley once we no longer qualify as an emerging growth company, we are currently engaged in a process to document

internal control

over financial

which is both costly and challenging.

this regard, we will need to dedicate

internal resources, potentially engage

consultants and adopt

a detailed work

plan to assess

and document the

adequacy of internal

control over financial

efforts, there

conclude, within

the prescribed

internal control over financial reporting is effective as required by

Section 404 of Sarbanes-Oxley.

If we identify one or more

reliability of our financial statements.

reporting, which

dedicate internal resources, potentially engage outside consultants

and adopt a detailed work

plan to assess and

financial reporting, continue

improve control

appropriate, validate

through testing that controls are functioning

as documented and continue to refine

our reporting and improvement process

for internal control over financial reporting.

Despite our efforts, there is a risk that we will not be able to conclude, within the

prescribed time

internal control

over financial

Sarbanes-Oxley.

markets due to a loss of confidence in the reliability of

our financial statements.

corporate governance,

5 unchanged sentences

highly regulated industry and

we are subject to

examination, supervision and comprehensive

we are subject

to examination, supervision and

comprehensive regulation

by various federal and state agencies,

9 unchanged sentences

Fund, or DIF, and the overall financial health and

stability of the United

stability of the United States

requirements,

5 unchanged sentences

lending activities,

require us to provide certain banking services broadly within the communities in which we operate,

determine the locations

require us to provide certain banking services broadly within the communities in which

we operate, determine the locations

of our branch

2 unchanged sentences

that may be more

restrictive and may result

restrictive and may

capitalization

impose additional operating costs.

Further, we must obtain approval from our

regulators before engaging in many activities,

Further, we must obtain approval from our regulators

before engaging in many activities,

assurance that any regulatory approvals we may require

12 unchanged sentences

Economic Growth, Regulatory Relief and Consumer

Protection Act, or the Regulatory Relief

Act, have significantly revised

Protection Act, or the Regulatory Relief Act,

have significantly revised

the laws and regulations under which we operate.

Such regulations and laws may be modified or repealed at any time, and

new legislation may be enacted that will affect us and

our subsidiaries.

new legislation may be enacted that will affect

us and our subsidiaries.

Our failure to comply with these laws and regulations, even if the failure follows good faith effort

5 unchanged sentences

the Regulatory

USCB Financial Holdings, Inc.

Relief Act, could make

1 unchanged sentence

or expensive or otherwise

adversely affect our

business, prospects, cash

adversely affect

our business, prospects, cash

flow, liquidity,

financial condition and results of operations.

Our participation in the SBA PPP loan program exposes us to risks related to

noncompliance with the PPP,

Our participation in the SBA PPP loan program exposes us to risks related to noncompliance

with the PPP,

well as litigation

20 unchanged sentences

the passing of the CARES Act and

some ambiguity

regarding the

7 unchanged sentences

noncompliance with the PPP.

USCB Financial Holdings, Inc.

Additionally, since the launch of the PPP, several larger banks have been

6 unchanged sentences

risk of PPP-related litigation, from

both customers and non-customers

that approached us regarding PPP

loans, regarding

both customers

and non-customers that approached us

regarding PPP loans, regarding

our process and procedures used in processing

18 unchanged sentences

a heightened risk

of holding these

loans at unfavorable

interest rates for

an extended period

of holding these loans

at unfavorable interest

rates for an extended

period of time.

While the PPP loans are guaranteed

by the SBA, various regulatory

requirements will apply to our

ability to seek recourse

requirements will apply to

our ability to seek

under the guarantees, and related procedures are currently subject

7 unchanged sentences

the operations of the PPP.

If a deficiency is identified, the SBA may deny its liability under the guaranty,

reduce the amount

a deficiency is identified, the SBA may deny its liability under the guaranty, reduce the amount

of the guaranty,

1 unchanged sentence

under the guaranty,

seek recovery of any loss related to the deficiency from us.

seek recovery of any loss related to the deficiency from

noncompliance

9 unchanged sentences

laundering programs

file suspicious

currency transaction

2 unchanged sentences

established by the

Department to administer

the Bank Secrecy

Department to

administer the

Act, is authorized

to impose significant

significant civil

money penalties for

1 unchanged sentence

requirements and has engaged

in coordinated enforcement efforts

with the individual

in coordinated enforcement efforts with

the individual

Administration

9 unchanged sentences

to combat money laundering efforts in higher-risk

is also increased scrutiny of compliance

with the rules enforced by the

is also increased scrutiny of

compliance with the rules enforced by the

Office of Foreign Assets Control,

4 unchanged sentences

Act and anti-money

with regulations,

guidelines and

have dedicated

significant resources

anti-money laundering

program, especially

the regulatory

financial and

especially due

regulatory focus

institutions located in South

Our business includes supporting

our customers, including foreign financial

institutions,

Our business includes

supporting our customers, including foreign

financial institutions,

with respect to their international banking needs and our policies, procedures and systems have been designed to address

1 unchanged sentence

laundering compliance.

If our policies,

procedures and

deemed deficient

USCB Financial Holdings, Inc.

policies, procedures

deficient or the

prevent the recurrence

6 unchanged sentences

reputational consequences

which could have a material adverse effect on

our business, financial condition and results of operations.

which could have a material adverse effect

on our business, financial condition and results of operations.

requirements, which could adversely affect our

financial condition and operations.

In July 2013, the federal banking agencies published new regulatory capital rules based on the

international standards,

In July 2013, the federal banking agencies published new regulatory capital rules based on

the international standards,

Banking Supervision.

based capital

for calculating

risk-weighted

11 unchanged sentences

is limited to common

equity (plus related surplus), retained earnings,

accumulated other comprehensive income and certain

equity (plus related surplus), retained

earnings, accumulated other comprehensive income and

noncumulative

USCB Financial Holdings, Inc.

preferred stock,

6 unchanged sentences

CET1 capital ratio of 7.0%

1 capital ratio of 8.5%

a total capital

1 capital ratio of 8.5% or

a total capital ratio

10.5% or more;

2 unchanged sentences

buffer consisting

of common equity

to the higher

required capital ratios

deductions and adjustments,

of common equity Tier

addition to the

higher required capital

ratios and the

new deductions and

rules increased

4 unchanged sentences

While we currently meet these new

requirements of the Basel III-based capital requirements, we

may fail to do so in

requirements of the Basel III-based capital requirements, we may

fail to do so in

to meet applicable

1 unchanged sentence

requirements could result

regulators placing

our regulators placing

limitations or conditions on our activities, including our growth initiatives, or restricting the commencement of new activities,

2 unchanged sentences

pay dividends on

our capital stock,

our ability to

make acquisitions, and

our business,

stock, our ability

to make acquisitions,

and our business,

operations and financial condition, generally.

3 unchanged sentences

pandemic, bank

application of more stringent capital requirements for

us could, among other things, result

in lower returns on equity, require

application of more stringent capital requirements for us

could, among other things, result in

lower returns on equity, require

the raising of additional

1 unchanged sentence

in regulatory actions if

we were to be

unable to comply with

such requirements.

we were to be unable

to comply with such

requirements.

Implementation

13 unchanged sentences

could adversely affect us.

the bank regulatory process,

the Federal Reserve, the

FDIC and the FOFR

periodically conduct examinations

the bank regulatory

process, the Federal Reserve,

the FOFR periodically conduct

of our business,

including compliance

with applicable

laws and regulations.

examination, one

with applicable laws

and regulations.

of an examination,

concentration,

earnings prospects, management, liquidity sensitivity to

market risk, risk management

and internal controls or

other aspects

earnings prospects, management, liquidity sensitivity

to market risk, risk

management and internal controls

or other aspects

of any of our operations has become unsatisfactory, or that we or our management are in violation of any law or regulation,

different remedial

include the power to prohibit the continuation of "unsafe

or unsound" practices, to require affirmative

include the power to prohibit the continuation of

"unsafe or unsound" practices, to require affirmative

actions to correct any

any violation

administrative

10 unchanged sentences

an imminent risk

of loss to depositors,

regulatory actions, our business, financial condition, results

of operations and reputation may be negatively impacted.

USCB Financial Holdings, Inc.

consumers, including the Community Reinvestment

2 unchanged sentences

these laws could lead to a wide variety of sanctions.

The CRA directs all insured depository institutions to help meet the credit needs of the local communities

in which they

The CRA directs all insured depository institutions to help meet the credit needs of

the local communities in which they

moderate-income

12 unchanged sentences

business, financial condition and results of operations.

USCB Financial Holdings, Inc.

Climate change and related legislative and regulatory initiatives may materially affect the Company’s business

and results of operations.

of climate change

alarming level

of concern for

As a result, the global business community has

increased its political and social awareness surrounding

the issue, and the

United States

into international

agreements in

global temperatures,

the Paris Agreement.

state legislatures

and federal and

state regulatory agencies

propose numerous

initiatives to supplement

the global effort

to combat climate

even more expansive

administration,

respect to banks’

risk management

practices, accounting

for the effects

of climate change

in stress testing

scenarios and

risk assessments,

revising expectations

portfolio concentrations

climate-related

encouraging investment

in climate-related initiatives

to communities

disproportionately impacted

of climate change.

of empirical data

surrounding the

other financial

change render it difficult, or

even impossible, to predict how climate

change may impact our financial

condition and results

of operations;

the physical effects

of climate change may

also directly impact

Specifically,

unpredictable and

more frequent weather disasters may adversely impact the real property, and/or the value of the real property,

Additionally,

our borrowers

is insufficient

losses sustained

the collateral, or if

insurance coverage is

otherwise unavailable to

our borrowers, the

collateral securing our

negatively impacted by climate change, natural disasters and

related events, which could impact our

financial condition and

local economic

which could adversely

affect our customers

and the communities

Overall, climate

change, its effects

and the resulting, unknown impact could have a material adverse effect on our

financial condition and results of operations.

Risks Related to Our Class A Common Stock

We do not anticipate paying dividends on our common stock, and our future ability to pay dividends is subject

to restrictions.

cash dividends

foreseeable future.

Class A common stock are

only entitled to receive

cash dividends when, as and

if declared by our

Board out of funds

available for

Our ability to pay dividends is subject to restrictions.

Holders of our Class A common stock are only

entitled to receive cash dividends when, as and

if declared by our Board

legally available

for dividends.

holding company

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substantially all

operations through

entity separate

pay dividends

common stock will substantially depend upon the receipt of dividends and other distributions from the Bank, the profitability

fluctuating cost

and availability

interest rates

conditions in

There are numerous laws and banking regulations and guidance that limit the Bank's

ability to pay dividends to us

and our ability to pay dividends on our common stock.

operations through the Bank,

which is a legal entity separate

and distinct from the

As a result, our ability

will substantially

distributions

profitability

economic conditions in general.

are numerous laws and banking

regulations and guidance that limit the

Bank's ability

to pay dividends to us and our ability to pay dividends on our

common stock.

The market price and trading volume of our Class A

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and substantial losses for our shareholders.

fluctuations.

wide fluctuations.

addition, the trading volume on

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future sales of our Class A common stock;

adverse market reactions to any indebtedness we may

incur or securities we may issue in the future;

adverse market reactions to any indebtedness we may incur

or securities we may issue in the future;

actions by our shareholders;

the expiration of contractual lock-up agreements;

the operating and securities price performance of companies

that investors consider to be comparable to

the operating and securities price performance of

companies that investors consider to be comparable to us;

changes or proposed changes in laws or regulations affecting

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our business,

USCB Financial Holdings, Inc.

condition or results of operations.

any of the foregoing occurs,

it could cause our Class A common

any of the foregoing occurs, it could

cause our Class A common

stock price to fall and

may expose us to lawsuits that, even if unsuccessful, could

be costly to defend and a distraction to management.

USCB Financial Holdings, Inc.

may expose us to lawsuits that, even if unsuccessful,

could be costly to defend and a distraction to management.

There are significant restrictions in our Articles of Incorporation that restrict the

ability to sell our capital stock

to shareholders that would own 4.95% or more of our stock,

excluding our Significant Investors.

to shareholders that would own 4.95% or more of

our stock, excluding our Significant Investors.

continued availability

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Incorporation, except

as otherwise may

be approved by

may be approved

acquire stock to any

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A common stock could be less attractive to investors.

growth company,”

option to take

certain exemptions

reporting and

“emerging growth

to take advantage

exemptions from

various reporting and

other requirements

that are applicable to other public companies that are not

emerging growth companies, including:

that are applicable to other public companies that are not emerging

growth companies, including:

discussion and analysis of financial condition and results

of operations

we may provide less than five years of selected historical

financial information;

assessment of our internal control over financial reporting

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and reporting

requirements that

company until the earliest of (i)

the last day of the first fiscal year in

which our annual gross revenues

company until the earliest of

(i) the last day of the first fiscal year

in which our annual gross revenues

exceed $1.07 billion,

(ii) the date that the market value of our Class A common stock that

is held by non-affiliates exceeds $700 million as of the

(ii) the date that the market value of our Class A common stock

that is held by non-affiliates exceeds $700 million as of

last business day of

June 30 of that

year, (iii) the date on which

we have, during the

previous three-year period, issued

year, (iii) the date on

which we have, during

the previous three-year period, issued

than $1 billion

in non-convertible

of fiscal year

following the

year following the

fifth anniversary

of the completion

completion of

possible that

some investors

investors could

attractive if

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effective dates for

public and private

companies until those standards

apply to private companies.

public and private companies

until those standards apply

to private companies.

this election,

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be comparable

standards as of

the public company effective dates.

Because our financial statements

comparable to companies

standards as of the

public company effective dates.

our financial statements may

not be comparable to

performance or

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this exemption.

investors find

attractive as

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Capital Fund II,

USCB Financial Holdings, Inc.

approximately 22.71

22.44%, respectively, of our outstanding

, respectively, of our outstanding Class A common stock.

In addition, Patriot and Priam

are each entitled to nominate a director to our Board and have certain subscription rights to purchase new equity securities

that we issued in the future,

in each case as long as certain equity

ownership criteria are met.

Priam also have

independent of each other, these institutional investors will continue to have a significant level of influence over us

of their level of

Class A common

Patriot and Priam

are each entitled

a director to our

Board and have certain

subscription rights to

purchase new equity

securities that we issued

in the future,

USCB Financial Holdings, Inc.

certain equity

ownership criteria

registration rights,

these institutional

investors will

significant level

common stock ownership and their right to representation on our Board.

For example, Patriot and Priam will have a greater

ability than our

other shareholders to influence

the election of

directors and the potential

outcome of other

matters submitted

shareholders,

transactions,

Incorporation

extraordinary

investors could conflict

with the interests of

our other shareholders, and

any future transfer

by these investors of

other investors

business objectives

could adversely

our business,

results of operations, financial condition, prospects or the market

value of our Class A common stock.

stock ownership and their

right to representation

on our Board.

example, Patriot and

Priam will have a greater ability than our other shareholders to influence the election of directors and the potential outcome

of other matters submitted

our shareholders, including mergers and

other acquisition transactions, amendments

to our Articles

of Incorporation and

Amended and Restated

Bylaws, and other

extraordinary corporate matters.

investors could

conflict with

the interests

other shareholders,

and any future

these investors

their shares of Class A common

stock to other investors who have

different business objectives

could adversely affect

business, results of operations, financial condition, prospects

or the market value of our Class A common

anti-takeover

regulatory limitations on changes of control of the

substantial regulatory limitations on changes of control

of the Company.

Our corporate organizational documents and provisions of federal

3 unchanged sentences

have an anti-takeover

make more difficult

or prevent an

attempted acquisition

difficult or prevent

that you may favor or an attempted replacement of our Board

3 unchanged sentences

approval, to issue our preferred

stock, the terms of

which, including voting

stock, the terms of which,

including voting

power, are to be set by our

2 unchanged sentences

Bank with voting power;

prohibit holders of our Class A common stock to take

action by written consent in lieu of a shareholder meeting;

prohibit holders of our Class A common stock

to take action by written consent in lieu of a shareholder meeting;

require holders of at least 10% of our Class A common

9 unchanged sentences

annual meetings, the number of

persons serving as directors and

persons serving as directors and to

vacancies created

the increase until

shareholders by a

majority vote

next meeting of

shareholders by

the directors

present at a meeting of directors.

5 unchanged sentences

ongoing regulatory

requirements on

any shareholder

other party that seeks to acquire direct or indirect "control" of a

bank holding company,

shareholder or

other party that seeks to acquire direct or indirect "control" of

a bank holding company,

which includes the Change in Bank

1 unchanged sentence

of Incorporation prohibits any direct

or indirect transfer of

stock or options to acquire

or indirect transfer of stock

or options to acquire

"deferred tax assets," subject to

5 unchanged sentences

that you may favor.

Adjust as necessary due to Class A common stock

USCB Financial Holdings, Inc.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors