What changed in this filing

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Item 1. Legal Proceedings

2024-05-10 compared with 2023-11-09 · 92 added, 52 removed, 20 unchanged (88% of the section changed)

Legal Proceedings

As previously

disclosed, on July

three individuals who

were shareholders of

its reorganization

into the holding company form

of organization (the “Plaintiffs”) filed a lawsuit

against six persons, all of

whom were directors

“Defendants”),

Circuit Court,

Eleventh Judicial

Miami-Dade County

engage in ultra vires conduct

by devising and approving

the exchange transaction

effected in July 2021

pursuant to which

Transaction”),

action the Plaintiffs allege was not permitted by the Bank’s Articles of Incorporation, and (ii) breached their

fiduciary duty as

directors of the Bank

by approving and engaging

in the Exchange Transaction.

The Plaintiffs seek

the Court to certify

$750,000 plus

attorney’s fees

Company believes

We are not currently subject to any material legal proceedings.

We are from time to time subject to claims and litigation

violation of banking and other applicable regulations, competition

law, labor laws and consumer

protection laws, as well as

to intellectual

securities, breach

defend ourselves

vigorously against any pending or future claims and litigation.

“Litigation”)

reorganization

organization in 2021

(the “Plaintiffs”)

“Defendants”), in the Circuit Court, Eleventh Judicial Circuit for Miami-Dade County, Florida (the “Court”) (Benes et al.

shares of Class C and Class D preferred stock was exchanged for shares of Class A voting common stock in the

“Exchange Transaction”),

the Plaintiffs

not permitted

Bank’s Articles

of Incorporation,

(ii) breached

Plaintiffs sought the

Court to certify the

action as a class

action and to award

damages in an

proven at trial.

The Plaintiffs sought damages exceeding $750,000

plus attorney’s fees and costs as

well as such other relief as the Court

determined to award.

The Defendants filed a motion to dismiss the Litigation with

prejudice (the “Motion”).

On December 27, 2023, the Court,

after reviewing

the Plaintiff’s response

the Defendant’s reply

oral arguments presented

judgment in favor

of the Defendants

(the “Order”).

reserved jurisdiction to award

costs or grant

any post-judgment

On May 1, 2024, the

Plaintiffs filed in the

Thirds District Court of

Appeal for the State of

Florida (the “Appellate Court”)

an appeal, appealing the issuance of the Order and seeking a reversal of the Order.

The Plaintiffs claim the Court erred by

Plaintiffs) lacked direct standing.

The Company believes

that the positions

in the Appeal

and factually without

merit, and it

intends to vigorously

counterclaims

2 unchanged sentences

insurance carriers

incurred by us in

connection with this litigation.

the plaintiff shareholders are successful, the

Court could award substantial

compensatory damages.

foregoing, we

and litigation

applicable regulations, competition

laws and consumer

protection laws, as

well as claims or

litigation relating to

intellectual property,

securities, breach of contract

to defend ourselves vigorously

against any pending

or future claims and litigation.

connection with

defending against

The Appellate

Plaintiff’s motion

reverse the Order and remand the case to the Court.

individually or

4 unchanged sentences

us, including

aforementioned litigation regarding the Exchange

Transaction, could have

a material adverse effect on

the period in which

aforementioned Appeal

regarding the

Exchange Transaction,

adverse effect

on the period

or litigation

5 unchanged sentences

reputation, even if resolved in our favor.

foregoing, we

and litigation

applicable regulations, competition

laws and consumer

protection laws, as

well as claims or

litigation relating to

intellectual property,

securities, breach of contract

to defend ourselves vigorously

against any pending

or future claims and litigation.

There can be no

assurance that any

future legal proceedings

to which we are

a party will not

be decided adversely

our interests and have a material adverse effect

on our financial condition and operations.

USCB Financial Holdings, Inc.

Q1 2024 Form 10-Q

For detailed information about certain risk factors that could materially affect our business, financial

condition, or future

results, see “Part I, Item 1A – Risk Factors” of the 2022 Form 10-K/A and see “Part II, Item 1A – Risk Factors” of the March

31, 2023 Form 10-Q.

results, see “Part I, Item 1A – Risk Factors” of the

2023 Form 10-K.

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-Q

Item 1. Legal Proceedings