What changed in this filing

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Item 9A. Controls and Procedures

2025-03-14 compared with 2024-03-22 · 76 added, 35 removed, 271 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and its

Under the supervision and

with the participation

of our management,

including our Chief Executive

Officer and our Chief

effectiveness

5 unchanged sentences

the period covered

this Annual Report on Form 10-K.

registered public accounting

firm pursuant to

temporary rules

of the Securities

and Exchange Commission

that permit the

Company (non-accelerated filer) to provide only management's

report in this annual report.

firm pursuant

emerging growth company

to provide only management's report in this annual report.

Management’s Report on Internal Control

27 unchanged sentences

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.

The Board of the Company,

through its Audit Committee, provides

oversight to management’s

conduct of the financial

reporting process.

Committee, which

independent directors,

responsible for

appointment of the independent registered public

accounting firm.

The Audit Committee also

meets with management, the

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 registered

public accounting firm.

Because of its inherent limitations, the disclosure controls and

74 unchanged sentences

"Executive Compensation"

and “Information with Respect to

Nominees for Director and Information About

Executive Officers – Director Compensation”

and “Information with Respect to Nominees for Director and Information About Executive Officers – Corporate Governance

Principles and Board Matters” and “- Director Compensation”

in the Company’s 2025 Definitive Proxy Statement.

1 unchanged sentence

and Management and Related Stockholder

Equity compensation Plan information

The following table provide information as of December 31,

respect to shares of common stock that may be issued

under our existing equity compensation plans, which

2015 Equity Incentive Plan (the “2015 Option Plan”)

which was approved by our shareholders.

securities issued

or to be upon

options, warrants

Weighted-average

exercise price of

options, warrants

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Includes 402,076 shares subject to restricted stock awards

which were not vested as of December 31, 2024.

weighted average exercise price excludes

such restricted stock awards.

Security Ownership of Certain Beneficial Owners and

2 unchanged sentences

by reference to “Beneficial Ownership of Common Stock

Certain Beneficial Owners and Management” in the 2024 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 Beneficial Owners and Management” in the 2025

Definitive Proxy Statement.

Certain Relationships and Related Transactions,

72 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 31, 2023 (File No.

001-41196) filed with the Securities and Exchange

Commission on March 22, 2024).

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

12 unchanged sentences

Exchange Commission on February 1, 2023).*

Amendment No.

1 dated January 6, 2025 to the Employment Agreement by and among U.S.

Century Bank, USCB

Financial Holdings, Inc.

and Robert Anderson dated as of January 29, 2023 (incorporated by reference to Exhibit

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

001-41196) filed with the Securities and Exchange

Commission on January 6, 2025).*

Change in Control Agreement between U.S.

Century Bank and Nicholas Bustle dated May 17, 2019*, **

Change in Control Agreement between U.S.

Century Bank and William Turner dated May 2, 2024*, **

Insider Trading and Disclosure Policy**

Subsidiaries of USCB Financial Holdings, Inc.

6 unchanged sentences

Section 1350.

Compensation Recovery Policy.**

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for

the year ended December 31, 2023 (File No.

001-41196) filed with the Securities and Exchange Commission on March 22,

The following financial statements from

11 unchanged sentences

Furnished hereby.

USCB Financial Holdings, Inc.

Form 10-K Summary

8 unchanged sentences

Luis de la Aguilera

President and Chief Executive Officer

President, Chief Executive Officer,

Pursuant to the requirements

29 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.

What changed 10-K

Item 9A. Controls and Procedures