What changed in this filing

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Item 9A. Controls and Procedures

2023-03-24 compared with 2022-03-24 · 173 added, 82 removed, 127 unchanged (67% of the section changed)

11 unchanged sentences

over Financial Reporting

of management’s

regarding internal

reporting or an attestation

report of the Company’s

registered public accounting

firm due to a

transition period established

by rules of the SEC for newly public companies.

Management is responsible for designing, implementing, documenting, and

maintaining an adequate system of internal

control over financial

reporting, as

is defined in

adequate system

of internal control

financial reporting encompasses the processes and procedures

that have been established by management to:

maintain records that accurately reflect the Company’s

transactions;

external users;

prevent and detect unauthorized acquisition, use or disposition of the Company's assets that could have a material

effect on the financial statements.

Management conducted

an evaluation

effectiveness

internal control

over financial

based on the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of

Control-Integrated

management concluded that

internal control over financial

reporting was effective

as of December 31,

during the conduct of its assessment, management identified no material weakness in

its financial reporting control system.

The Board of USCB

Financial Holdings, Inc., through its

Audit Committee, provides oversight to

management’s conduct

responsible for the appointment of the independent registered public accounting firm.

Audit Committee also meets with

management, the internal audit staff,

and the independent registered public accounting

firm throughout the year to provide

assurance as to the adequacy of the financial

reporting process and to monitor the overall

scope of the work performed by

the internal audit staff and the independent public accountants.

Because of its inherent limitations, the disclosure controls and

procedures may not prevent or detect misstatements.

control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the

objectives of the control system are met.

of the inherent limitations in all control systems, no evaluation

can provide absolute assurance that all control issues and instances of

fraud, if any, have

been detected.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

16 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information

is incorporated

information that

appears under

Board Meetings and Committees in our Proxy Statement

for the 2022 Annual Meeting of Shareholders.

The information required

herein is incorporated

by reference from

the sections captioned “Information

with Respect to

Director and Information

About Executive Officers”

and “Beneficial Ownership

of Common Stock

Beneficial Owners and Management –

Delinquent Section 16(a) Reports”

in the Company’s Definitive

Proxy Statement for

the Annual Meeting

of Shareholders

currently expected

2023, is expected

filed with the

within 120 days of December 31, 2021 (“2023 Definitive

Proxy Statement”).

The Company has

adopted a code

of ethics and

business conduct policy,

which applies to

directors, officers,

including its principal executive officer, principal financial officer, principal accounting officer,

and employees generally.

upon request.

the Company’s

www.uscentury.com

Relations” tab.

Company’s Board.

Executive Compensation

The information

is incorporated

information that

appears under

Executive Compensation in our Proxy Statement for the

2022 Annual Meeting of Shareholders.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder

The information

required herein

is incorporated

information that

appears under

Beneficial Owners in our Proxy Statement for the 2022

Annual Meeting of Shareholders.

captioned "Executive

Compensation"

and “Information with Respect to

Nominees for Director and Information About

Executive Officers – Director Compensation”

in the Company’s 2023 Definitive Proxy Statement.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management

Information regarding security ownership

of certain beneficial owners and management is incorporated

by reference to “Beneficial Ownership of Common Stock

Certain Beneficial Owners and Management” in the 2023 Definitive

Proxy Statement.

Equity Compensation Plan Information

Information regarding the Company’s equity

plans is incorporated from

Note 9 “Equity Based and Other Compensation Plans”

to the Consolidated Financial Statements included in

Report on Form 10-K.

Certain Relationships and Related Transactions,

1 unchanged sentence

The information

required herein

is incorporated

information that

appears under

Certain Relationships

captioned “Certain

Relationships and

Transactions”

Independence in

Statement for

Meeting of Shareholders.

Officers” in the 2023 Definitive Proxy Statement.

Principal Accountant Fees and Services

The information

is incorporated

information that

appears under

Ratification of Auditors in our Proxy Statement for the 2022

Annual Meeting of Shareholders.

The information required herein is incorporated by reference

from the section captioned “Ratification of

Appointment of Independent Registered Public Accounting

Firm (Proposal Two)

– Audit Fees” in the 2023 Definitive Proxy

USCB Financial Holdings, Inc.

6 unchanged sentences

December 31, 2022 and 2021

Consolidated Statements of Comprehensive Income for

the years ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows for the years

ended December 31, 2021 and 2020

Consolidated Statements of Comprehensive Income

for the years ended December 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders'

Equity for the years ended December 31, 2022 and

Consolidated Statements of Cash Flows for the

years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

2 unchanged sentences

or not applicable or because the information is

included in the Consolidated Financial Statements or notes

included in the Consolidated Financial Statements or

notes thereto.

List of Exhibits:

The exhibit list in the Exhibit Index is incorporated herein

by reference as the list of exhibits required as part

this Annual Report.

by reference as the list of exhibits required as part of

this Annual Report on Form 10-K.

USCB Financial Holdings, Inc.

18 unchanged sentences

and Patriot Financial Partners Parallel II, L.P.

(incorporated by reference to

Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41196) filed with the Securities and Exchange

Commission on December 30, 2021).

(incorporated by reference to Exhibit

4.1 to the Registrant’s Current Report on Form 8-K (File No.

001-41196) filed with the Securities and Exchange Commission

on December 30, 2021).

Registration Rights Agreement, dated March 17, 2015, between U.S.

Century Bank, Priam Capital Fund II, LP, Patriot

Financial Partners II, L.P., Patriot Financial Partners Parallel II, L.P., and certain other shareholders of U.S.

(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41196) filed with the

Securities and Exchange Commission on December 30, 2021).

Century Bank, Priam Capital Fund II, LP, Patriot Financial

Partners II, L.P., Patriot Financial Partners Parallel II, L.P., and certain other shareholders of U.S.

Century Bank (incorporated

by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.

001-41196) filed with the Securities and

Exchange Commission on December 30, 2021).

Assignment and Assumption of Agreement, dated December 30, 2021, between U.S.

3 unchanged sentences

filed with the Securities and Exchange Commission on December 30, 2021).

Description of USCB Financial Holdings, Inc.’s securities.**

Description of USCB Financial Holdings, Inc.’s securities (incorporated by reference to Exhibit 4.4 to the

Registrant’s Annual Report on Form 10-K for the year ended December 1, 2021 (File No.

001-41196) filed with

the Securities and Exchange Commission on March 24, 2022).

Century Bank Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the

2 unchanged sentences

December 30, 2021).

Employment Agreement, dated April 16, 2016, between U.S.

Century Bank and Luis de la Aguilera.*,**

Amendment, dated April 19, 2019, to the Employment Agreement between U.S.

Century Bank and Luis de la Aguilera.*,**

Amendment, dated April 30, 2019, to the Employment Agreement between U.S.

Century Bank and Luis de la Aguilera.*,**

Employment Agreement, dated September 11, 2020, between U.S.

Century Bank and Robert Anderson.*,**

Change in Control Agreement, dated August 2, 2019, between U.S.

Century Bank and Benigno Pazos.*,**

Amended and Restated Employment Agreement by and among USCB Financial Holdings, Inc., U.S.

and Luis de la Aguilera dated as of January 29, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s

Current Report on Form 8-K dated as of January 29, 2023 (File No.

001-41196) filed with the Securities and

Exchange Commission on February 1, 2023).*

Amended and Restated Employment Agreement by and among USCB Financial Holdings, Inc., U.S.

and Robert Anderson dated as of January 29, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K dated as of January 29, 2023 (File No.

001-41196) filed with the Securities and

Exchange Commission on February 1, 2023).*

Change in Control Agreement between U.S.

Century Bank and Benigno Pazos dated August 2, 2019 (incorporated

by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 1, 2021

001-41196) filed with the Securities and Exchange Commission on March 24, 2022).*

Employment Agreement between U.S.

Century Bank and Jalal “Jay” Shehadeh dated as of September 28,

Subsidiaries of USCB Financial Holdings, Inc.

6 unchanged sentences

Section 1350.

The following financial statements

from the Company’s Annual Report

on Form 10-K for

the year ended December

Balance Sheets,

(ii) Consolidated

The following financial statements from

the Company’s Annual Report on

Form 10-K for the year ended

December 31, 2021,

Comprehensive Income,

(iv) Consolidated

Statements of

Operations, (iii)

of Comprehensive Income, (iv)

Consolidated Statements of Changes

in Stockholders’ Equity,

Stockholders’ Equity,

(v) Consolidated

5 unchanged sentences

USCB Financial Holdings, Inc.

Pursuant to the

requirements of

the Securities Exchange

the registrant has

duly caused this

signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Exchange

Act, the registrant has duly caused this report

to be signed on its behalf

by the undersigned thereunto duly authorized.

USCB FINANCIAL HOLDINGS, INC.

3 unchanged sentences

President and Chief Executive Officer

persons in the capacities and on the dates indicated.

Pursuant to the requirements

of the Exchange Ac,

this report has been

signed by the following

persons in the capacities

and on the dates indicated.

/s/ Luis de la Aguilera

19 unchanged sentences

March 24, 2023

/s/ Robert E.

March 24, 2023

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 9A. Controls and Procedures