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the period covered
+Added: registered public accounting
+Added: firm pursuant to
+Added: temporary rules
+Added: of the Securities
+Added: and Exchange Commission
+Added: that permit the
+Added: Company (non-accelerated filer) to provide only management's
+Added: report in this annual report.
Management’s Report on Internal Control
4 unchanged sentences
reporting, as
−Removed: is defined in
+Added: in the Exchange
adequate system
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firm throughout the year to provide
−Removed: assurance as to the adequacy of the financial
−Removed: reporting process and to monitor the overall
−Removed: scope of the work performed by
+Added: assurance as to the adequacy of the
+Added: financial reporting process and to monitor the
+Added: overall scope of the work performed by
the internal audit staff and the independent public accountants.
3 unchanged sentences
objectives of the control system are met.
−Removed: of the inherent limitations in all control systems, no evaluation
+Added: of the inherent limitations in all control systems, no
+Added: evaluation of controls
can provide absolute assurance that all control issues and instances of
−Removed: fraud, if any, have
−Removed: been detected.
+Added: fraud, if any,
+Added: 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
−Removed: changes in conditions or that the degree of compliance
−Removed: with the policies or procedures may deteriorate.
+Added: changes in conditions or that the degree of compliance with the
+Added: policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
10 unchanged sentences
Other Information
−Removed: Not applicable.
+Added: USCB Financial Holdings, Inc.
+Added: any Rule 10b5-1
+Added: trading arrangement or
+Added: trading arrangement (as
+Added: such terms are defined in Item 408 of the SEC’s
+Added: Regulation S-K).
Disclosure Regarding Foreign Jurisdictions
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by reference from
−Removed: the sections captioned “Information
−Removed: with Respect to
−Removed: Director and Information
−Removed: About Executive Officers”
+Added: the sections captioned
+Added: “Information with Respect
+Added: Nominees for Director
+Added: and Information About
+Added: Executive Officers”
and “Beneficial Ownership
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currently expected
−Removed: 2023, is expected
filed with the
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the Company’s
−Removed: www.uscentury.com
+Added: at www.uscentury.com
+Added: the “Investor
Relations” tab.
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is incorporated
−Removed: captioned "Executive
−Removed: Compensation"
+Added: sections captioned
+Added: "Executive Compensation"
and “Information with Respect to
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Security Ownership of Certain Beneficial Owners
−Removed: and Management and Related Stockholder Matters
−Removed: Security Ownership of Certain Beneficial Owners and Management
+Added: and Management and Related Stockholder
+Added: Security Ownership of Certain Beneficial Owners and
Information regarding security ownership
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is incorporated
−Removed: captioned “Certain
−Removed: Relationships and
+Added: sections captioned
+Added: “Certain Relationships
Transactions”
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December 31, 2023 and 2022
−Removed: Consolidated Statements of Comprehensive Income
−Removed: for the years ended December 31, 2022 and 2021
+Added: Consolidated Statements of Comprehensive Income for
+Added: the years ended December 31, 2023 and 2022
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 2023 and
−Removed: Consolidated Statements of Cash Flows for the
−Removed: years ended December 31, 2022 and 2021
+Added: Consolidated Statements of Cash Flows for the years
+Added: ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
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or not applicable or because the information is
−Removed: included in the Consolidated Financial Statements or
−Removed: notes thereto.
+Added: included in the Consolidated Financial Statements or notes
List of Exhibits:
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Articles of Incorporation of USCB Financial Holdings, Inc.
−Removed: (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
−Removed: Report on Form 8-K (File No.
−Removed: 001-41196) filed with the Securities and Exchange Commission on December 30, 2021).
+Added: (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly
+Added: Report on Form 10-Q (File No.
+Added: 001-41196) filed with the Securities and Exchange Commission on August 11, 2023).
Amended and Restated Bylaws of USCB Financial Holdings, Inc.
1 unchanged sentence
Current Report on Form 8-K (File No.
−Removed: 001-41196) filed with the Securities and Exchange Commission on December 30, 2021).
+Added: 001-41196) filed with the Securities and Exchange Commission on July 26, 2023).
Side Letter Agreement, dated December 30, 2021, between USCB Financial Holdings, Inc., U.S.
18 unchanged sentences
filed with the Securities and Exchange Commission on December 30, 2021).
−Removed: Description of USCB Financial Holdings, Inc.’s securities (incorporated by reference to Exhibit 4.4 to the
−Removed: Registrant’s Annual Report on Form 10-K for the year ended December 1, 2021 (File No.
−Removed: 001-41196) filed with
−Removed: the Securities and Exchange Commission on March 24, 2022).
+Added: Description of USCB Financial Holdings, Inc.’s securities.
Century Bank Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the
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Exchange Commission on February 1, 2023).*
−Removed: Change in Control Agreement between U.S.
−Removed: Century Bank and Benigno Pazos dated August 2, 2019 (incorporated
−Removed: by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 1, 2021
−Removed: 001-41196) filed with the Securities and Exchange Commission on March 24, 2022).*
−Removed: Employment Agreement between U.S.
−Removed: Century Bank and Jalal “Jay” Shehadeh dated as of September 28,
Subsidiaries of USCB Financial Holdings, Inc.
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Section 1350.
+Added: Compensation Recovery Policy.**
The following financial statements from
6 unchanged sentences
Stockholders’ Equity,
−Removed: (v) Consolidated
Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.
1 unchanged sentence
Management contract or compensatory plan or arrangement.
−Removed: Filed herwith.
+Added: Filed herewith.
Furnished hereby.
+Added: Form 10-K Summary
USCB Financial Holdings, Inc.
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/s/ Luis de la Aguilera
−Removed: President, Chief Executive Officer,
−Removed: (Principal Executive Officer)
+Added: Chairman, President, and Chief Executive
+Added: Officer (Principal Executive Officer)
March 22, 2024
20 unchanged sentences
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.