8 unchanged sentences
banking products
−Removed: The Bank commenced operations
−Removed: on October 28, 2002 and
−Removed: is a Florida state-chartered, non-Federal
−Removed: Reserve System
−Removed: Over the course
−Removed: of 2021, the Bank simplified
−Removed: its capitalization structure by
−Removed: exchanging and/or repurchasing
−Removed: and outstanding
+Added: Century Bank (the “Bank”)
+Added: commenced operations in October
+Added: 2002 and is a Florida
+Added: state-chartered, non-Federal
+Added: capitalization
+Added: and/or repurchasing
+Added: issued and outstanding
preferred shares,
−Removed: including Class
−Removed: preferred stock.
−Removed: Bank reached agreements
−Removed: with holders of
−Removed: stock, to exchange
−Removed: all outstanding
−Removed: Class B common
−Removed: stock for Class A common stock in a 1-for-5 stock exchange
+Added: including Class C,
+Added: Class E preferred
+Added: outstanding Class B common stock for Class A common stock
+Added: in a 1-for-5 stock exchange.
2021, the Bank
36 unchanged sentences
became stockholders of the Company.
−Removed: Exchange Act of 1934 (the “Exchange
−Removed: Act”), and the Bank was subject to
−Removed: the information requirements of the Exchange
−Removed: and, in accordance with Section 12(i) thereof, filed quarterly reports, proxy statements and other information with the FDIC.
−Removed: As a result of the Reorganization, pursuant to Rule 12g-3(a) under the Exchange Act, the Company became the successor
−Removed: Exchange Act, and the Company became subject to the information requirements of the Exchange Act and is now required
−Removed: reports, proxy
−Removed: statements and
−Removed: other information with
+Added: Prior to the Effective Date, the Bank’s Class A common stock was registered under Section 12(b) of the Exchange Act,
+Added: Bank was subject
+Added: to the information
+Added: requirements of the
+Added: Exchange Act and,
+Added: in accordance with
+Added: Section 12(i)
+Added: filed quarterly reports, proxy statements and other information with the FDIC.
+Added: As a result of the Reorganization, pursuant to
+Added: Rule 12g-3(a) under the
+Added: Exchange Act, the Company
+Added: became the successor
+Added: registrant to the Bank,
the Company’s Class
−Removed: Stock is “USCB”, which is the same as the Bank’s former
−Removed: trading symbol.
+Added: A common stock was deemed
+Added: to be registered under Section 12(b)
+Added: of the Exchange Act, and
+Added: the Company became subject
+Added: information with the SEC.
+Added: symbol for the Company’s
+Added: Class A Common Stock is “USCB”,
+Added: which is the same as
+Added: the Bank’s former trading symbol.
the Reorganization,
13 unchanged sentences
the Company and the Bank,
−Removed: as the contest dictates.
+Added: as the context dictates.
However, if the discussion
10 unchanged sentences
markets we serve.
−Removed: on serving small-to-medium sized businesses (“SMBs”) and
−Removed: catering to the needs
+Added: on serving small-to-medium sized businesses (“SMBs”)
+Added: and catering to the
entrepreneurs
37 unchanged sentences
As of December 31,
−Removed: 2023, the Bank is a Preferred Lending Partner with the SBA which
−Removed: allows us to offer the full range of SBA loan
−Removed: lending authority
−Removed: level, allowing
−Removed: credit decisions
−Removed: for prospective clients.
+Added: 2024, the Bank continued to be
+Added: a Preferred Lending Partner with the
+Added: SBA which allows us to offer
+Added: the full range
+Added: of SBA loan products and to exercise lending authority at the local bank level, allowing us
+Added: to make timely credit
+Added: decisions for prospective clients.
Yacht lending:
29 unchanged sentences
generate personal deposit
−Removed: correspondent
+Added: Correspondent Banking services:
+Added: Our Global Banking
+Added: vertical provides correspondent
+Added: banking services for
headquartered
correspondent
−Removed: banking relationships to
−Removed: generate international personal
−Removed: banking clients for
−Removed: Our compliance
−Removed: experienced in issues
−Removed: related to foreign
−Removed: banking, and we
−Removed: have frequent and regular
−Removed: open communication with
−Removed: our foreign bank clients to ensure proper compliance
−Removed: controls are maintained at such institutions.
+Added: relationships
+Added: international
+Added: compliance team is experienced in issues related to correspondent banking, and we have frequent and regular
+Added: open communication with our correspondent bank clients to ensure proper compliance controls are maintained
+Added: at such institutions.
+Added: concierge-level
+Added: services to physicians,
+Added: dentists, and veterinarians.
+Added: Advantage products and
+Added: services were designed
+Added: to the complex banking requirements of medical professionals.
Credit Practices
3 unchanged sentences
strong asset quality
−Removed: understanding of and
−Removed: experience with businesses
−Removed: within Florida,
+Added: to our understanding
+Added: of and experience
+Added: with businesses within
in particular South
24 unchanged sentences
robust suite of
−Removed: commercial payments,
−Removed: management services.
+Added: commercial payments, and cash management services.
Additionally,
+Added: we offer insured cash sweep (“ICS”) and certificate of
+Added: deposit account
+Added: registry service
(“CDARS”) deposit
products that
−Removed: FDIC-insured for our clients.
−Removed: Furthermore, we offer deposit products for municipalities and other public entities.
−Removed: products are mainly offered across our primary
+Added: are FDIC-insured
+Added: deposit products
+Added: for municipalities
+Added: deposit products
geographic footprint.
+Added: USCB Financial Holdings, Inc.
Title Services
−Removed: transactions closed at the Bank.
−Removed: Licensed in the State of Florida and approved by the Department of Insurance Regulation,
−Removed: Florida Peninsula
−Removed: began operations
−Removed: service business
−Removed: not only provides
−Removed: diversification for
−Removed: interest income but also provides our clients with access
+Added: Regulation, Florida Peninsula
+Added: Title LLC began operations
+Added: title service business not
+Added: only provides diversification
+Added: for non-interest income but also provides our clients with access
to tile insurance services.
−Removed: USCB Financial Holdings, Inc.
We do not believe our business to be seasonal
−Removed: Our primary banking market is South
−Removed: Due to the recent
−Removed: acceptance and expected ongoing emphasis on remote
−Removed: work, coupled
−Removed: environment, warm
−Removed: encouraged companies
−Removed: relocate some or all of their
−Removed: operations to South Florida.
−Removed: believe this trend is further
−Removed: demonstrated by recent relocation
−Removed: initiatives undertaken by large financial institutions such as Blackstone Group Inc., Goldman Sachs Group Inc., and Citadel
+Added: institutions,
+Added: environment, a robust business infrastructure, and access to a
+Added: diverse talent pool.
+Added: With a thriving
+Added: real estate market, strong
+Added: international
+Added: concentration
+Added: dynamic ecosystem for financial services.
+Added: Additionally,
+Added: the region's strategic location as a gateway to Latin America further
+Added: for corporations
+Added: to strengthen
+Added: and investment
+Added: opportunities.
+Added: Florida offers
+Added: long-term attractive
banking opportunities.
−Removed: Our largest concentration is in the Miami metropolitan statistical area;
−Removed: however, we are also focused
−Removed: on growth in other urban Florida markets in which we
−Removed: have a presence, such as Broward and Palm Beach counties
+Added: concentration is
+Added: Miami metropolitan
+Added: however, we are
+Added: also focused on
+Added: other urban Florida
+Added: markets in which
+Added: presence, such as
+Added: and Palm Beach counties.
According to the
1 unchanged sentence
Census Bureau’s
−Removed: the third most
−Removed: populous state in
−Removed: the country in
+Added: estimate, Florida
+Added: was the third
+Added: most populous state
+Added: in the country
2024 and the three largest population
1 unchanged sentence
Beach counties (all located in South
−Removed: United States
−Removed: Census Bureau,
−Removed: increased to 22.6 million residents, an increase of 1.0 million new residents.
−Removed: The percentage change in
−Removed: Florida’s population
−Removed: between April 2020 and July 2023 alone was 5.0% according
−Removed: to the United States Census Bureau.
−Removed: Our markets are highly competitive,
−Removed: and we compete with a wide range of lenders and other financial institutions within
+Added: residents, an increase of 1.8 million new residents
+Added: or 8.5% from April 2020 to July 2024.
+Added: Our markets are highly competitive, and we compete with a wide range of lenders and other financial institutions within
including local,
24 unchanged sentences
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are
−Removed: required to comply with the auditor
−Removed: attestation requirements of Section
−Removed: 404 of the Sarbanes-Oxley Act,
−Removed: reduced disclosure
−Removed: requirements of
−Removed: non-binding advisory
−Removed: executive compensation
+Added: applicable to other public companies
+Added: that are not EGCs, including,
+Added: but not limited to, not being
+Added: required to comply with
+Added: Sarbanes-Oxley
+Added: executive compensation in
+Added: reports and proxy
+Added: statements, and exemptions
+Added: from the requirements
and shareholder
−Removed: parachute payments not previously approved.
+Added: previously approved.
period provided
15 unchanged sentences
which the Company's annual
−Removed: gross revenues exceed $1.24 billion, (iii)
−Removed: the date that the Company becomes
−Removed: a “large accelerated filer” as defined
+Added: USCB Financial Holdings, Inc.
+Added: gross revenues exceed $1.235 billion, (iii) the date that
+Added: the Company becomes a “large accelerated filer” as defined in
12b-2 under the Exchange Act which would
9 unchanged sentences
during the preceding three-year period.
−Removed: USCB Financial Holdings, Inc.
Human Capital Resources
−Removed: We respect the values
−Removed: and diversity throughout our organization
+Added: the values and
+Added: diversity exhibited
+Added: throughout our organization
and the community.
−Removed: Diversity and inclusion are integral
+Added: Diversity is an
our organization’s
1 unchanged sentence
and participation
−Removed: contributions of each individual in our Company is
−Removed: recognized and supported.
−Removed: Each team member is to
−Removed: be treated fairly with
−Removed: equal access to opportunities and resources for success.
−Removed: Additionally,
−Removed: we run homebuyer educational and financial literacy
−Removed: workshops in an effort
−Removed: financing needs of
−Removed: the sectors of our
−Removed: communities in which
−Removed: these workshops are
+Added: We are taking
+Added: steps to create
+Added: programs to ensure
+Added: organized in a
+Added: way where the
+Added: unique contributions
+Added: is recognized
+Added: opportunities and resources for success.
+Added: Additionally, we run homebuyer educational and financial literacy
+Added: workshops in an
+Added: effort to reach the financing needs of the sectors
+Added: of our communities in which these workshops are
Our human capital
11 unchanged sentences
the importance
−Removed: benefits such
retirement savings plan and make both matching and profit-sharing contributions to that plan.
1 unchanged sentence
holidays and other benefits.
−Removed: promote diversity and
−Removed: inclusion in every
−Removed: aspect of our
−Removed: business and at
−Removed: every level within
−Removed: We recruit, hire, and promote
−Removed: employees based on their individual
−Removed: ability and experience and in
−Removed: accordance with Affirmative
−Removed: Action and Equal
−Removed: Employment Opportunity
+Added: We value and promote diversity in
+Added: every aspect of our business
+Added: and at every level within
+Added: We recruit, hire,
+Added: Equal Employment Opportunity
laws and regulations.
−Removed: Our policy is
−Removed: do not discriminate
−Removed: religion, sex,
−Removed: sexual orientation,
−Removed: medical condition,
−Removed: status, national
−Removed: origin, citizenship status, disability veteran status, gender identity, genetic information, or any other status protected by law.
+Added: Our policy is that
+Added: discriminate on the
+Added: basis of race, color,
+Added: citizenship status, disability veteran status, gender identity,
+Added: genetic information, or any other status protected
At December 31, 2024,
50 unchanged sentences
USCB Financial
+Added: USCB Financial Holdings, Inc.
Century Bank and are qualified
4 unchanged sentences
for more information.
−Removed: USCB Financial Holdings, Inc.
2018 Regulatory Reform
16 unchanged sentences
regulatory framework
−Removed: small depository
+Added: small depository institutions with assets of less than $10.0 billion and for large banks with assets of more than $50.0
Many of these changes resulted in meaningful regulatory
4 unchanged sentences
which may be held by a financial
−Removed: consolidated assets of less
−Removed: than $10 billion by instructing
−Removed: (as described below) the
−Removed: federal banking regulators to
+Added: consolidated assets of less than
+Added: $10.0 billion by instructing
+Added: (as described below) the federal
+Added: banking regulators to establish
a single “Community Bank Leverage Ratio” of between 8 and 10 percent to
4 unchanged sentences
qualifying holding company may
−Removed: have from $1.0
−Removed: billion to $3.0
−Removed: This expansion also
−Removed: excluded such holding
+Added: have from $1.0 billion
+Added: to $3.0 billion.
+Added: This expansion also excluded
the Dodd-Frank
37 unchanged sentences
Notice and Approval Requirements Related to Control
−Removed: seeks to acquire
−Removed: direct or indirect
−Removed: “control” of an
−Removed: FDIC-insured depository
−Removed: include the BHC
−Removed: the Change in Bank
+Added: acquire direct or
+Added: indirect “control” of
+Added: an FDIC-insured depository
+Added: in Bank Control Act.
Among other things,
−Removed: these laws require regulatory filings
−Removed: by individuals or entities that
+Added: these laws require regulatory filings by
+Added: individuals or entities that seek to
+Added: direct or indirect
an FDIC-insured
−Removed: determination
−Removed: "controls" a depository
−Removed: institution is based
+Added: depository institution.
+Added: The determination
+Added: depository institution is based
the facts and
−Removed: circumstances surrounding
−Removed: the investment.
−Removed: matter, a party is deemed to conclusively control a depository institution or other
−Removed: company if the party owns or controls 25%
−Removed: or more of any class of
+Added: circumstances surrounding the investment.
+Added: a general matter, a party
+Added: is deemed to conclusively control a depository institution or
+Added: other company if the party owns or
+Added: controls 25% or more of any
voting stock.
−Removed: Subject to rebuttal, a party may
−Removed: be presumed to control a depository institution or
−Removed: company if the investor owns or controls 10% or more of any class
−Removed: of voting stock (and the entity’s securities are registered
−Removed: under the Exchange Act or, if not, the investor would be
−Removed: the largest shareholder).
−Removed: Except under limited circumstances, bank
−Removed: holding companies are prohibited from acquiring, without prior
−Removed: approval, control of any other bank or
+Added: institution or
+Added: other company
+Added: the investor owns or controls
+Added: 10% or more of any class
+Added: of voting stock (and the entity’s
+Added: securities are registered under the
+Added: Exchange Act or,
+Added: investor would be
+Added: shareholder).
+Added: limited circumstances,
+Added: substantially all
+Added: the voting shares
bank holding company
−Removed: or substantially all the assets thereof or more than 5% of the voting shares of a bank or bank holding company which is not
already a subsidiary.
10 unchanged sentences
during periods
+Added: USCB Financial Holdings, Inc.
adversity and
13 unchanged sentences
Such support may be
−Removed: USCB Financial Holdings, Inc.
required at times when, absent this statutory and Federal Reserve policy requirement, a bank holding company may not be
−Removed: holding company’s failure
−Removed: its obligations
−Removed: its subsidiary
−Removed: banks will generally be considered
−Removed: by the Federal Reserve to
−Removed: be an unsafe and unsound
−Removed: banking practice or a violation
−Removed: the Federal Reserve’s regulations, or both.
+Added: inclined or able to provide it.
+Added: A bank holding company’s
+Added: failure to meet its obligations to serve as a source of strength to
+Added: subsidiary banks will
+Added: generally be considered
+Added: by the Federal
+Added: Reserve to be
+Added: an unsafe and
+Added: unsound banking practice
+Added: violation of the Federal Reserve’s regulations,
Safety and Soundness Regulation
13 unchanged sentences
call reports,
−Removed: the FDIC and FOFR.
+Added: the FDIC and the FOFR.
The federal banking
120 unchanged sentences
is not a financial holding company.
+Added: USCB Financial Holdings, Inc.
In addition, as a general matter, the establishment or acquisition
1 unchanged sentence
a non-bank entity,
−Removed: USCB Financial Holdings, Inc.
reasonably be expected
51 unchanged sentences
properties, which carry
−Removed: investment securities (including,
−Removed: primarily, general obligation claims on
−Removed: revenue bonds, which have a 50% risk-weight,
−Removed: and direct obligations of the U.S.
−Removed: Treasury or obligations backed
+Added: rating, and certain
+Added: past due loans
+Added: which are assigned
+Added: Most investment
+Added: securities (including,
+Added: general obligation
+Added: other political
+Added: subdivisions of
+Added: be assigned to
+Added: state revenue bonds,
+Added: risk-weight, and
+Added: obligations of the U.S.
+Added: or obligations backed by the full faith
+Added: and credit of the U.S.
+Added: which have a 0%
+Added: In covering off
+Added: -balance sheet items, direct
+Added: credit substitutes, including
+Added: general guarantees and standby
+Added: of credit backing
+Added: financial obligations,
+Added: 100% conversion
Transaction-related
−Removed: contingencies
−Removed: unconditionally cancelable commitments have a 0% factor.
+Added: contingencies such
+Added: bonds, standby
+Added: credit backing
+Added: nonfinancial obligations,
+Added: commitments (including
+Added: commercial credit
+Added: lines with an
+Added: initial maturity
+Added: one year) have
+Added: a 50% conversion
+Added: Short-term commercial
+Added: letters of credit
+Added: are converted at 20% and certain short-term unconditionally
+Added: cancelable commitments have a 0% factor.
organizations.
38 unchanged sentences
flows through to regulatory
−Removed: capital, however, community banks
−Removed: and their holding companies (if any) were allowed to make
−Removed: a one-time irrevocable opt-out election to continue to treat AOCI
+Added: however, community banks
+Added: and their holding companies (if any) were allowed to make a
+Added: one-time irrevocable opt-out election to continue to treat AOCI
regulations for
3 unchanged sentences
community banks
−Removed: with less than
−Removed: $15 billion in
−Removed: total assets to
−Removed: continue to count
−Removed: certain non-qualifying
−Removed: capital instruments issued
+Added: with less than $15.0 billion in total assets to continue to count certain non-qualifying capital instruments issued prior to May
19, 2010 as Tier 1 capital, including trust preferred securities
4 unchanged sentences
capital treatment.
+Added: At December 31, 2024, we had no
+Added: such investments.
amendments to the
2 unchanged sentences
the asset threshold
−Removed: the provisions
−Removed: $1.0 billion.
+Added: to qualify to utilize the
+Added: provisions of the SBHC
+Added: Policy from $500.0
+Added: million to $1.0 billion.
Subsequently,
+Added: as part of the
holding companies
+Added: USCB Financial Holdings, Inc.
subject to compliance with
12 unchanged sentences
assets exceed
−Removed: USCB Financial Holdings, Inc.
the Federal Reserve
24 unchanged sentences
leverage ratio of
+Added: total consolidated
+Added: sheet exposures
Bank is a qualifying
1 unchanged sentence
Century Bank has
−Removed: elected not to opt
−Removed: in to the CBLR
+Added: elected not to opt in
+Added: to the CBLR framework
at this time and will continue to follow the Basel III capital
2 unchanged sentences
“well capitalized”
−Removed: “Regulatory Matters” of the Consolidated Financial Statements
−Removed: included in Item 8 of this Form 10-K for further details.
+Added: “Regulatory Matters”
+Added: of the Consolidated
+Added: Financial Statements
+Added: Annual Report
+Added: further details.
Prompt Corrective Action
81 unchanged sentences
construction)
−Removed: institution’s
−Removed: commercial real
−Removed: estate portfolio
−Removed: has increased
−Removed: identified for
−Removed: further supervisory analysis of a potential concentration risk.
+Added: capital and the outstanding balance of the
+Added: institution’s commercial real estate portfolio has increased by 50% or
+Added: prior 36 months, may be identified for further supervisory
+Added: analysis of a potential concentration
+Added: USCB Financial Holdings, Inc.
As of December
9 unchanged sentences
to total risk-based
−Removed: USCB Financial Holdings, Inc.
366% and the outstanding balance of
11 unchanged sentences
risk management practices that address key elements,
−Removed: including board and management oversight and strategic
+Added: including board and management oversight and
+Added: strategic planning,
portfolio management,
6 unchanged sentences
commercial real
−Removed: the commercial
−Removed: concentration,
−Removed: appropriate actions, as necessary.
+Added: address the commercial
+Added: real estate lending
+Added: concentration, the Bank
+Added: has previously established
+Added: real estate lending framework to
+Added: monitor specific exposures and
+Added: limits by types within the commercial
+Added: real estate portfolio,
+Added: including, among other
+Added: things, annual stress testing
+Added: of the commercial real
+Added: estate portfolio, and takes
+Added: appropriate actions,
+Added: as necessary.
Payment of Dividends and Share Repurchases
82 unchanged sentences
condition imposed
−Removed: written agreement
−Removed: with, the Federal Reserve.
−Removed: of December 31, 2023, USCB
−Removed: Financial Holdings, Inc.
−Removed: not subject to
−Removed: provide prior notification to the Federal Reserve prior to
−Removed: effecting proposed share repurchases.
+Added: supervisory restrictions on
+Added: to pay dividends
+Added: Federal Reserve in
+Added: advance of any
+Added: proposed dividend
+Added: to the Company's shareholders in
+Added: light of the Bank's
+Added: negative retained earnings.
+Added: we will provide prior
+Added: to the Federal Reserve prior to effecting proposed share
Incentive Compensation
6 unchanged sentences
or principal shareholder.
+Added: USCB Financial Holdings, Inc.
In June 2010,
24 unchanged sentences
incentive compensation
−Removed: USCB Financial Holdings, Inc.
arrangements should (i)
7 unchanged sentences
effective controls and risk
−Removed: and (iii) be supported
−Removed: by strong corporate governance,
+Added: and (iii) be supported by
+Added: strong corporate governance,
including active and effective
41 unchanged sentences
controls, is controlled by
−Removed: holding company
−Removed: are affiliates of
−Removed: financial institution.
−Removed: Generally, Section 23A limits
+Added: company of an insured financial institution
+Added: (such as the Company) and any
+Added: companies which are controlled by such holding
financial institution or its
21 unchanged sentences
23B transactions
−Removed: also include the provision of services and the sale of assets
−Removed: by an insured financial institution to an affiliate.
+Added: the provision
+Added: institution to
+Added: an affiliate.
+Added: loans or other
+Added: extensions of
+Added: credit by the
+Added: financial institution
+Added: to the affiliate
+Added: collateralized in
+Added: accordance with
+Added: requirements set for in Section 23 of the Federal Reserve
Sections 22(g)
32 unchanged sentences
22(g) places additional
−Removed: restrictions on
−Removed: executive officers.
−Removed: in compliance
+Added: restrictions on loans to executive officers.
+Added: 31, 2024, the Bank was in compliance with the above
restrictions.
9 unchanged sentences
examination and enforcement powers with respect to FDIC-insured
+Added: USCB Financial Holdings, Inc.
institutions.
13 unchanged sentences
of supervisory concern the institution poses to the regulators.
−Removed: USCB Financial Holdings, Inc.
Under the current
10 unchanged sentences
and then applies
−Removed: a pricing multiplier
−Removed: that is the same
+Added: a pricing multiplier that
+Added: is the same for
all institutions.
10 unchanged sentences
by multiplying
−Removed: assessment base by the total base assessment rate.
+Added: assessment base
+Added: assessment rate.
+Added: Assessment rates
+Added: insured depository
+Added: institutions with
+Added: than $10.0 billion of assets range from 2.5 to 32 basis points
+Added: of each institution’s total assets less tangible
In October 2022, the FDIC finalized a
101 unchanged sentences
and procedures established by the Board of Trustees
+Added: USCB Financial Holdings, Inc.
of Atlanta, we are
5 unchanged sentences
each calendar
−Removed: our outstanding
+Added: $18.0 million),
+Added: outstanding advances
+Added: (borrowings) from
under the activity-based stock ownership requirement.
−Removed: USCB Financial Holdings, Inc.
Anti-Money Laundering Regulation
8 unchanged sentences
Bank Secrecy Act of 1970, as amended (“BSA”), and the
−Removed: regulations issued
−Removed: Department of
−Removed: Florida Control
−Removed: Money Laundering
−Removed: and Terrorist
−Removed: Financial Institutions
−Removed: institutions are
−Removed: prohibited from
−Removed: into specified
−Removed: relationships
−Removed: meet enhanced
−Removed: standards for
+Added: regulations issued by the Department of the Treasury
+Added: in 31 CFR Chapter X, FDIC
+Added: Section 326.8 of the FDIC’s regulations
+Added: and the Florida Control of
+Added: Money Laundering and Terrorist
+Added: Financing in Financial Institutions
+Added: Financial institutions are
+Added: prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards
diligence and
−Removed: “knowing your customer”
−Removed: in their dealings
−Removed: with foreign financial institutions,
−Removed: foreign customers and other
−Removed: high risk customers.
−Removed: relationships
−Removed: against money laundering
−Removed: and to report transactions
−Removed: that meet certain
−Removed: dollar amount thresholds
−Removed: any suspicious
−Removed: transactions.
−Removed: Recent laws, such as the USA PATRIOT
−Removed: Act, enacted in 2001, as described below,
−Removed: provide law enforcement
−Removed: authorities with increased access to financial information maintained
+Added: foreign financial
+Added: institutions,
+Added: foreign customers
+Added: other high risk
+Added: institutions must also
+Added: take reasonable steps
+Added: to conduct enhanced
+Added: scrutiny of account
+Added: relationships to
+Added: guard against
+Added: money laundering
+Added: report transactions
+Added: certain dollar
+Added: amount thresholds
+Added: suspicious transactions.
+Added: law enforcement authorities with increased access to financial
+Added: information maintained by banks.
Anti-money laundering
83 unchanged sentences
whistleblower
+Added: USCB Financial Holdings, Inc.
uniform beneficial
4 unchanged sentences
and other similar
−Removed: registered to
−Removed: do business in
−Removed: CTA authorizes U.S.
−Removed: Treasury’s Financial Crimes
−Removed: Network (“FinCEN”) to collect that information and share it with authorized government authorities and
−Removed: financial institutions,
−Removed: controls designed to comply with the BSA, the AML Act, the
−Removed: CTA and the USA
−Removed: USCB Financial Holdings, Inc.
+Added: formed or registered to do business in the United States.
+Added: authorizes FinCEN to collect that information and share
+Added: authorized government authorities
+Added: and financial institutions,
+Added: effective safeguards and
+Added: constitutionality
+Added: preliminary injunction staying the CTA.
+Added: However, a separate nationwide
+Added: stay of the CTA
+Added: issued earlier in January 2025 by
+Added: district court
+Added: Supreme Court’s
+Added: district court
+Added: stayed the preliminary relief granted
+Added: in its early January
+Added: 2025, order, including the nationwide stay
+Added: 19, 2025, FinCEN published an
+Added: updated alert stating that,
+Added: in view of the U.S.
+Added: court’s decision, beneficial
+Added: reporting companies filing initial, updated
+Added: and corrected beneficial ownership
+Added: reports to March 21, 2025
+Added: (30 calendar days
+Added: Subsequently,
+Added: FinCEN issued regulations regarding
+Added: access to the beneficial ownership
+Added: information collected under the CTA.
+Added: affiliates have adopted
+Added: policies, procedures and
+Added: controls designed to comply
+Added: with the BSA, the AML
The Office of Foreign Assets Control
52 unchanged sentences
the Equal Credit
−Removed: Opportunity Act and
−Removed: Regulation B, prohibiting
−Removed: discrimination on the
−Removed: basis of race,
+Added: Opportunity Act
+Added: and Regulation
+Added: B, prohibiting
+Added: discrimination on
or other prohibited factors in extending credit;
29 unchanged sentences
of financial records;
+Added: USCB Financial Holdings, Inc.
Check Clearing for
34 unchanged sentences
provisions of the GLB
−Removed: Act and related regulations,
−Removed: USCB Financial Holdings, Inc.
−Removed: nonaffiliated
−Removed: require disclosure of
−Removed: privacy policies to consumers
−Removed: and, in some circumstances,
−Removed: allow consumers to
−Removed: prevent disclosure of
+Added: Act and related laws
+Added: and regulations,
+Added: including Florida laws, we are limited in our ability
+Added: to disclose non-public information about consumers
+Added: to nonaffiliated third
+Added: circumstances,
nonaffiliated
−Removed: guidelines for establishing information security standards
−Removed: and cybersecurity programs for implementing safeguards.
−Removed: information technology and the use of third parties in the
−Removed: provision of financial services.
+Added: account numbers or
+Added: access codes to
+Added: non-affiliated third parties for
+Added: marketing purposes.
+Added: banking agencies, including
+Added: cybersecurity
+Added: implementing safeguards.
+Added: These guidelines,
+Added: along with related
+Added: regulatory materials, increasingly focus
+Added: on risk management
+Added: and processes related to information technology and the
+Added: use of third parties in the provision of financial services.
computer-security
52 unchanged sentences
supervise and examine
−Removed: institutions with more than
−Removed: $10 billion in assets for
−Removed: compliance with federal consumer
−Removed: The authority to
−Removed: supervise and
+Added: institutions with more than $10.0 billion
+Added: in assets for compliance with federal
+Added: consumer laws.
+Added: The authority to supervise
examine depository institutions with
23 unchanged sentences
certain institutions.
+Added: USCB Financial Holdings, Inc.
The Volcker Rule
30 unchanged sentences
further requires
−Removed: USCB Financial Holdings, Inc.
subject to analogous state CRA requirements
19 unchanged sentences
the institution's
+Added: is made available to
+Added: the public at
www.ffiec.gov/craratings.
−Removed: October 2022, U.S.
−Removed: Century Bank received an overall
−Removed: rating of "Satisfactory."
+Added: Following its most
+Added: recent CRA performance
+Added: evaluation in April
+Added: 2023, the Bank received an overall rating of "Satisfactory."
In October 2023, the
2 unchanged sentences
revise the regulations implementing the
−Removed: The final rule takes effect
−Removed: on April 1, 2024, with
−Removed: staggered compliance dates;
−Removed: the applicability date
−Removed: for most of the provisions
+Added: The final rule took effect on April 1, 2024, with staggered compliance dates;
+Added: the applicability date for most of the provisions
expand access
13 unchanged sentences
“Retail Lending Test” is established
+Added: except with banks with
+Added: total assets of less
+Added: than $600.0 million as
+Added: of December 31
+Added: in either of the
+Added: prior two calendar years
have the option to maintain
17 unchanged sentences
around a bank’s main office, branches, and deposit-taking remote service facilities (e.g., ATMs).
−Removed: The final rule allows
+Added: The final rule allows banks
to receive CRA credit for any qualified community development
24 unchanged sentences
at the “discount
+Added: USCB Financial Holdings, Inc.
requirements against member banks’ deposits
45 unchanged sentences
capital or modify our
−Removed: USCB Financial Holdings, Inc.
opportunities
5 unchanged sentences
Federal Securities Laws and the Sarbanes-Oxley Act
+Added: USCB Financial Holdings, Inc.’s Class A
+Added: common stock is registered with
+Added: the SEC under Section
+Added: 12(b) of the Securities
Exchange Act of 1934.
4 unchanged sentences
requirements and restrictions, and certain other requirements
−Removed: under the Securities Exchange Act of 1934.
+Added: under the Exchange Act.
As a public company,
2 unchanged sentences
the Sarbanes-Oxley Act of 2002 (“SOA”), which
−Removed: is applicable to all companies, both U.S.
−Removed: and non-U.S., that file periodic reports
−Removed: under the Securities Exchange Act of 1934.
−Removed: The stated goals of
−Removed: the SOA were to increase
−Removed: corporate responsibility, to provide for enhanced penalties for accounting and
−Removed: improprieties
−Removed: corporate disclosures
−Removed: the securities
−Removed: responsible for
−Removed: establishing rules
−Removed: provisions of
−Removed: includes specific
+Added: is applicable to all companies,
+Added: and non-U.S., that
+Added: file periodic reports under
+Added: the Exchange Act.
+Added: responsibility,
+Added: improprieties at
+Added: publicly traded
+Added: companies and
+Added: improving the
+Added: reliability of
+Added: disclosures pursuant to
+Added: the securities laws.
+Added: responsible for establishing
+Added: rules to implement
+Added: various provisions
disclosure requirements
and corporate
−Removed: governance rules,
−Removed: SEC and securities exchanges to adopt
−Removed: extensive additional disclosure, corporate
−Removed: governance and other related rules
+Added: rules, requires
+Added: securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates
+Added: further studies
+Added: represents significant
+Added: regulation of
+Added: the accounting
profession and
1 unchanged sentence
practices, such
−Removed: directors and
−Removed: and between a board of directors and its committees.
+Added: relationship between
+Added: and management
+Added: board of directors and its committees.
Financial Holdings,
3 unchanged sentences
financial officer
−Removed: required to certify that the Corporation’s quarterly and
−Removed: annual reports do not contain any untrue
−Removed: statement of a material fact.
+Added: required to certify that
+Added: the Company’s quarterly
+Added: and annual reports
+Added: do not contain any
+Added: untrue statement of
+Added: a material fact.
The rules adopted by
3 unchanged sentences
officers certify that:
−Removed: are responsible for establishing, maintaining and regularly evaluating the effectiveness
−Removed: of our internal control over financial
+Added: are responsible for establishing, maintaining and regularly evaluating the
+Added: effectiveness of our internal control over financial
certain disclosures
27 unchanged sentences
their independent auditor assessing
−Removed: the effectiveness of their ICFR.
−Removed: USCB Financial Holdings,
−Removed: meets the amended definition and is not required to provide
−Removed: an attestation report from its independent
−Removed: auditor assessing the effectiveness of its ICFR.
−Removed: addition, as long it is
−Removed: emerging growth company,
−Removed: such auditor attestation
−Removed: requirement will not
−Removed: apply to USCB
−Removed: Financial Holdings, Inc.
−Removed: remains subject to
−Removed: independent auditor attestation required
+Added: the effectiveness
+Added: of their ICFR.
+Added: The Company meets
+Added: the amended definition
+Added: of an accelerated
+Added: January 1, 2025
+Added: and would normally be required to provide an attestation report from its independent auditor assessing
+Added: the effectiveness of
+Added: However, as long it is an eligible emerging growth company,
+Added: such auditor attestation requirement will not apply to
+Added: Bank remains subject
+Added: to independent auditor
+Added: attestation required
under FDIC regulations
+Added: forth at 12 C.F.R.
+Added: USCB Financial Holdings, Inc.
Available Information
www.uscentury.com.
−Removed: Reports on Form 10-K,
−Removed: Quarterly Reports on
−Removed: Form 10-Q, Current
−Removed: Reports on Form
−Removed: 8-K, and if applicable,
−Removed: amendments to
−Removed: those reports)
−Removed: are available
−Removed: as reasonably
−Removed: practicable after
−Removed: electronically
−Removed: information that is filed.
+Added: Our electronic
+Added: holding company
+Added: reorganization) and the SEC (including
+Added: all Annual Reports on
+Added: Form 10-K, Quarterly Reports on
+Added: Form 10-Q, Current Reports
+Added: reasonably practicable after
+Added: they are electronically
+Added: filed with, or furnished
+Added: The information
+Added: our website is not incorporated into this Annual
+Added: Report on Form 10-K.
+Added: In addition, the FDIC
+Added: and the SEC each maintains a
+Added: website that contains reports and other information that
USCB Financial Holdings, Inc.
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.