What changed in this filing

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Item 1. Business

2026-03-13 compared with 2025-03-14 · 614 added, 570 removed, 1679 unchanged (41% of the section changed)

8 unchanged sentences

banking products

and services.

Century Bank (the “Bank”)

13 unchanged sentences

public offering of 4,600,000

shares of its

Class A common

shares of its Class

A common stock.

of the Bank’s Class

38 unchanged sentences

Section 12(i)

filed quarterly reports, proxy statements and other information with the FDIC.

As a result of the Reorganization, pursuant to

Rule 12g-3(a) under the

Exchange Act, the Company

became the successor

registrant to the Bank,

filed quarterly reports, proxy statements and other information with the Federal Deposit Insurance Corporation (“FDIC”).

Reorganization, pursuant

12g-3(a) under

Company became

the successor

Exchange Act, and the Company became subject to the information requirements of the Exchange Act and is now required

reports, proxy

statements and

other information with

the Company’s Class

A common stock was deemed

to be registered under Section 12(b)

of the Exchange Act, and

the Company became subject

information with the SEC.

symbol for the Company’s

Class A Common Stock is “USCB”,

which is the same as

the Bank’s former trading symbol.

Stock is “USCB”, which is the same as the Bank’s former

trading symbol.

the Reorganization,

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organic growth

well as strategic acquisitions if the opportunity arises,

which efforts will be further facilitated by access

to public capital and

the added flexibility provided by a holding company structure.

well as strategic

acquisitions if the opportunity

arose, which efforts

will be further

facilitated by access

to the public capital

markets and the added flexibility provided by a holding

company structure.

In this Annual Report on Form 10-K, unless the context indicated otherwise, references to “we,” “us,”, and “our” refer to

40 unchanged sentences

program, includes

help for small businesses

with special requirements

while the 504 loan program

provides long-term, fixed rate

help for small businesses with

special requirements while the

504 loan program provides

long-term, fixed-rate

major fixed assets

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the full range

of SBA loan products and to exercise lending authority at the local bank level, allowing us

to make timely credit

of SBA loan products and to exercise lending authority at the local bank level, allowing us to

make timely credit

decisions for prospective clients.

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transactions range

$750 thousand to $7.5 million.

We target high net-worth

clients, in one of the

most active yacht markets

$750 thousand to

$7.5 million.

target high net-worth

clients in one

active yacht markets

Homeowner Association (“HOA”)

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“white glove” approach to customer service.

Jurist Advantage and Private Client

Group services:

Our Jurist Advantage and Private

Client Group vertical

provides customized

banking solutions

their partners,

associates, staff,

worth clients.

We also leverage

our relationships with

firm clients to

generate personal deposit

professionals—particularly those in law firms,

including partners, associates, and

staff—as well as physicians,

dentists, veterinarians, and other high

worth individuals.

By leveraging our deep relationships with

opportunities

relationships

organizations.

Correspondent Banking services:

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banking services for

headquartered

correspondent

relationships

international

compliance team is experienced in issues related to correspondent banking, and we have frequent and regular

open communication with our correspondent bank clients to ensure proper compliance controls are maintained

at such institutions.

concierge-level

services to physicians,

dentists, and veterinarians.

Advantage products and

services were designed

to the complex banking requirements of medical professionals.

banks headquartered in certain

Latin America and Caribbean

cross-sell our correspondent

banking relationships to

generate international personal

banking clients for

Our compliance

experienced in

issues related

to correspondent banking,

have frequent

open communication

with our correspondent bank clients to ensure proper compliance

controls are maintained at such institutions.

Credit Practices

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of loan originations that may involve

senior credit officers, our Chief Credit Officer,

our Credit Committee or,

our senior credit officers, our Chief Credit Officer,

our Credit Committee or, ultimately,

our Board of Directors (“Board”).

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geographic footprint.

USCB Financial Holdings, Inc.

Title Services

USCB Financial Holdings, Inc.

Regulation, Florida Peninsula

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Census Bureau’s

estimate, Florida

was the third

most populous state

in the country

2024 and the three largest population

centers were in Miami-Dade, Broward, and Palm

Beach counties (all located in South

residents, an increase of 1.8 million new residents

or 8.5% from April 2020 to July 2024.

estimates, Florida

population of

23.8 million at

when compared

populated state

Metro Area remains the most populous metro area in Florida with 6.7

million residents reflecting, a growth of 27.62% since

Our markets are highly competitive, and we compete with a wide range of lenders and other financial institutions within

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executive compensation in

reports and proxy

statements, and exemptions

from the requirements

our periodic reports and

proxy statements, and

exemptions from the requirements

and shareholder

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which the Company's annual

USCB Financial Holdings, Inc.

gross revenues exceed $1.235 billion, (iii) the date that

the Company becomes a “large accelerated filer” as defined in

gross revenues exceed $1.235 billion, (iii) the date that the

Company becomes a “large accelerated filer” as defined in Rule

12b-2 under the Exchange Act which would

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fiscal quarter

USCB Financial Holdings, Inc.

(June 30th for the

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during the preceding three-year period.

As a consequence,

we will cease to be an EGC as of December 31, 2026.

Human Capital Resources

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and the community.

Diversity is an

our organization’s

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and participation

We are taking

steps to create

programs to ensure

organized in a

way where the

unique contributions

is recognized

opportunities and resources for success.

Additionally, we run homebuyer educational and financial literacy

workshops in an

effort to reach the financing needs of the sectors

of our communities in which these workshops are

contributions of

each individual in our

Company is recognized

and supported.

team member is

to be treated fairly

with equal access

to opportunities and resources

Additionally, we run homebuyer educational

and financial literacy workshops in

an effort to reach the financing needs of the sectors

of our communities in which these workshops

are most needed.

Our human capital

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the importance

benefits such

retirement savings plan and make both matching and profit-sharing contributions to that plan.

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candidate for each position, without regard to

age, gender, ethnicity,

or other protected class status,

age, gender, ethnicity, or other protected class status,

including an array of benefit plans and programs that

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and regulation.

and regulations

material effect

operations of

USCB Financial

Holdings, Inc.

indirect subsidiaries, including U.S.

Century Bank.

These laws and regulations have

a material effect on the operations

of the Company and its

direct and indirect subsidiaries,

including the Bank.

Statutes, regulations and

23 unchanged sentences

These summary descriptions are not

and regulations

USCB Financial

to be a complete explanation of

such laws and regulations and their effects on the

Company and the Bank and are

in their entirety by reference to the actual

laws and regulations.

should refer to the full text of the statutes,

and corresponding guidance for more information.

USCB Financial Holdings, Inc.

Century Bank and are qualified

in their entirety by reference

to the actual laws and

should refer to the full

text of the statutes, regulations, and corresponding guidance

for more information.

2018 Regulatory Reform

18 unchanged sentences

Many of these changes resulted in meaningful regulatory

relief for community banks such as U.S.

Century Bank.

relief for community banks such as the Bank.

The 2018 Act, among other matters, expanded

5 unchanged sentences

banking regulators to establish

a single “Community Bank Leverage Ratio” of between 8 and 10 percent to

replace the leverage and risk-based regulatory

capital ratios.

holding companies

Company and Savings and Loan Holding Company Policy Statement” (the “SBHC Policy”) by raising the maximum amount

qualifying holding company may

have from $1.0 billion

to $3.0 billion.

This expansion also excluded

the Dodd-Frank

prohibitions), mortgage disclosures and risk weights for certain

high-risk commercial real estate loans.

companies that may rely on the “Small Bank Holding Company and

Savings and Loan Holding Company Policy Statement”

(the “SBHC Policy”) by raising

the maximum amount of

assets a qualifying holding

company may have from

$1.0 billion to

$3.0 billion.

This expansion

also excluded

minimum capital

the 2018 Act included

regulatory relief for community banks regarding

regulatory examination cycles,

call reports, the

Rule (proprietary trading

prohibitions), mortgage

disclosures and risk

weights for certain

commercial real estate loans.

Bank and Bank Holding Company Regulation

As a Florida-chartered state bank, U.S.

is subject to ongoing and comprehensive supervision, regulation,

Florida-chartered

commercial bank,

and comprehensive

supervision, regulation,

examination, and enforcement by the FDIC and the Florida Office

24 unchanged sentences

or indirectly controlled by a bank holding company.

USCB Financial Holdings, Inc.,

which controls U.S.

Bank, is a bank holding

company and, as such,

to ongoing and comprehensive supervision, regulation,

examination and enforcement by the Federal Reserve.

comprehensive supervision, regulation, examination and

enforcement by the Federal Reserve.

Notice and Approval Requirements Related to Control

17 unchanged sentences

controls 25% or more of any

voting stock.

institution or

other company

the investor owns or controls

10% or more of any class

of voting stock (and the entity’s

securities are registered under the

Exchange Act or,

investor would be

class of voting stock or owns

one-third or more of the equity of the

depository institution or its holding company.

rebuttal, a party may be presumed to control a

depository institution or other company if the investor owns

or controls 10%

or more of any class of

voting stock (and the entity’s securities are registered under the Exchange Act

or, if not, the investor

shareholder).

limited circumstances,

substantially all

the voting shares

bank holding company

already a subsidiary.

circumstances,

acquiring, without prior approval,

control of any other

bank or bank holding

company or substantially

all the assets thereof

voting shares

company which

subsidiary of

holding company.

Source of Strength

9 unchanged sentences

during periods

USCB Financial Holdings, Inc.

adversity and

3 unchanged sentences

capital-raising capacity

resources for

assisting its subsidiary

this requirement,

USCB Financial

Holdings, Inc.

in the future

required to provide financial assistance

Century Bank should

it experience financial distress.

Such support may be

required at times when, absent this statutory and Federal Reserve policy requirement, a bank holding company may not be

inclined or able to provide it.

A bank holding company’s

failure to meet its obligations to serve as a source of strength to

subsidiary banks will

generally be considered

by the Federal

Reserve to be

an unsafe and

unsound banking practice

violation of the Federal Reserve’s regulations,

resources for assisting its subsidiary banks.

this requirement, the Company in the future could be

required to provide

USCB Financial Holdings, Inc.

financial assistance to

the Bank should it

experience financial distress.

support may be

required at times when,

this statutory and Federal Reserve policy requirement, a bank holding

company may not be inclined or able to provide

bank holding company’s failure to meet its obligations to serve as

a source of strength to its subsidiary banks will generally

be considered by

the Federal Reserve to

be an unsafe and

unsound banking practice or

a violation of

the Federal Reserve’s

regulations, or both.

Safety and Soundness Regulation

18 unchanged sentences

and soundness standards for

depository institutions including U.S.

Century Bank.

safety and soundness guidelines relate to,

among other things, our

depository institutions including

and soundness guidelines relate

to, among other things,

cybersecurity,

documentation,

money laundering policies and procedures, transactions

with insiders, risk management, compensation, asset

identification

problems at insured depository

institutions.

to fail to meet or

otherwise comply with any

of these standards, the

FDIC could require us to submit a

plan for achieving and maintaining compliance.

If a financial institution fails to

acceptable compliance plan, or fails in any material respect to implement a compliance plan that has been accepted by the

FDIC, the FDIC is

required to issue an

order directing the

institution to cure the

Until the deficiency cited

order is cured, the

FDIC may restrict

the financial institution’s

rate of growth, require

the financial institution to

capital, restrict

laundering policies and procedures, transactions with insiders, risk management, compensation, asset growth, and interest

rate exposure.

standards assist

the federal banking

agencies with early

identification and resolution

of problems at

insured depository institutions.

meet or otherwise

comply with any

of these standards,

the FDIC could

require us to submit a

plan for achieving and maintaining

If a financial

institution fails to submit

an acceptable

compliance plan, or fails

in any material respect

to implement a compliance

plan that has been

accepted by the FDIC,

order directing

the institution

institution to

regulator deems

circumstances.

Noncompliance

guidelines may

also constitute

the deficiency.

deficiency cited

cured, the FDIC

may restrict the

financial institution’s

rate of growth,

require the financial

institution to increase

restrict the rates the institution pays on

deposits or require the institution to take

any action the regulator deems appropriate

under the circumstances.

Noncompliance with the standards established by the safety and soundness guidelines may also

constitute grounds

enforcement action,

including cease

penalty assessments.

the FDIC could terminate

our deposit insurance if

it determines that

our financial condition

was unsafe or

unsound or that

we engaged in unsafe

or unsound practices that

violated applicable rules, regulations,

or conditions enacted or imposed on us by our regulators.

orders and civil

money penalty

unsound or that we engaged in unsafe or unsound practices that violated applicable rules, regulations, orders or conditions

enacted or imposed on us by our regulators.

management processes

35 unchanged sentences

Permissible Activities and Investments

Reserve has determined

by regulation that

certain activities are

closely related to

banking including operating

finance company,

an insurance agent

for certain types

of credit-related insurance;

leasing personal property

non-operating basis;

tax planning and

generally restrict

activities other

determined by

Federal Reserve to

be so closely

related to banking as

proper incident thereto.

Federal Reserve has determined

by regulation

activities are

closely related

including operating a

mortgage company, finance company,

insurance agent for

certain types of

credit-related insurance;

personal property on

a full-payout, non-operating

providing tax

preparation services;

a collection agency;

and providing certain

courier services.

addition, the Gramm

-Leach-Bliley Act (the

“GLB Act”) expanded

permissible activities for

a bank holding company that

qualifies as a financial holding company.

Under the regulations implementing

the GLB Act, a

financial holding company may engage

in additional activities that are financial

in nature or incidental or complementary

a financial activity

such as securities

underwriting, insurance underwriting and

merchant banking.

USCB Financial

is not a financial holding company.

collection agency;

and providing

certain courier

Gramm-Leach-Bliley

company that qualifies as a financial

holding company.

Under the regulations implementing the GLB Act, a financial holding

company may engage in additional activities that

are financial in nature or

incidental or complementary to a financial

underwriting,

In addition, as a general matter,

the establishment or acquisition by

the Company of a non-bank entity,

or the initiation

non-banking activity, requires prior

regulatory approval.

approving acquisitions or

of activities,

USCB Financial Holdings, Inc.

In addition, as a general matter, the establishment or acquisition

by USCB Financial Holdings, Inc.

a non-bank entity,

reasonably be expected

to produce benefits

to the public, such

as greater convenience,

increased competition or

concentration

competition, conflicts of interest or unsound banking practices.

Reserve considers, among

other things, whether

the acquisition or

the additional activities

can reasonably be

produce benefits

that outweigh

such possible adverse effects as undue concentration of resources, decreased or unfair competition, conflicts

of interest or

unsound banking practices.

Regulatory Capital Requirements

1 unchanged sentence

regulators have adopted

risk-based capital

adequacy guidelines for

bank holding companies

risk-based capital adequacy

guidelines for bank

holding companies and

their subsidiary banks

111 unchanged sentences

bonus payments.

Common Equity Tier 1 capital is

generally defined as common stockholders’ equity and

retained earnings.

Tier 1 capital

Common Equity

and additional

capital includes

subsidiaries.

capital includes

(Common Equity

plus additional

requirements,

include cumulative preferred stock and long-term

perpetual preferred stock, mandatory convertible securities,

preferred stock and

subordinated debt.

included in Tier

2 capital is the

allowance for loan

and lease losses

risk-weighted

adjustments specified

institution’s capital

the FDIC takes

into consideration

not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements

for individual institutions where deemed necessary.

comprehensive

5 unchanged sentences

one-time irrevocable opt-out election to continue to treat AOCI

USCB Financial Holdings, Inc.

regulations for

23 unchanged sentences

holding companies

USCB Financial Holdings, Inc.

subject to compliance with

2 unchanged sentences

exceed $3.0 billion in

a consequence, as of December

31, 2024, USCB Financial Holdings, Inc.

was not required to

comply with the requirements

set forth above

be subject to

such requirements

until such time

consolidated total

assets exceed

the Federal Reserve

determines that USCB

Financial Holdings, Inc.

longer deemed to

requirements,

compliance with such requirements.

a consequence, as of December 31, 2025, the Company was not required

to comply with the requirements set forth above

its consolidated

Federal Reserve determines

that the Company is

no longer deemed to

be a small bank

holding company.

Company had been subject to the requirements, it would have

been in compliance with such requirements.

requirements described above for qualifying community banking organizations

20 unchanged sentences

sheet exposures

Bank is a qualifying

community banking organization,

Century Bank has

elected not to opt in

to the CBLR framework

at this time and will continue to follow the Basel III capital

requirements as described above.

consolidated assets,

liabilities of

total consolidated

November 2025,

federal banking

including the

FDIC, proposed

CBLR requirement

Community banks

meet the qualifying

criteria after

opting into the

CBLR framework would

have four reporting

periods to meet

the qualifying

criteria again, provided they maintain a leverage ratio above 7%

and have not used the grace period for more than eight of

the prior 20 quarters.

The federal banking agencies

also proposed removing the provisions under the CBLR framework that

provided temporary relief for qualifying community

banks during the COVID-19 outbreak.

Although the Bank is a qualifying

community banking organization, the Bank has elected not to opt in to the CBLR framework at this time and will

follow the Basel III capital requirements as described above.

Bank qualified

65 unchanged sentences

appointment of the FDIC as conservator or receiver.

At December 31, 2024, U.S.

Century Bank was deemed to be a “well-capitalized” institution for purposes of the prompt

USCB Financial Holdings, Inc.

a “well-capitalized”

institution for

corrective action regulations and as such is not subject

23 unchanged sentences

analysis of a potential concentration

USCB Financial Holdings, Inc.

of December 31,

2025, our ratio

of construction

loans to total

risk-based capital was

31%, and therefore,

were under the

100% threshold

in the paragraph

with respect to

paragraph above,

as of December

31, 2024, our

ratio of construction

of total commercial

loans to total

risk-based capital

and therefore,

paragraph above, as

31, 2024, our

ratio of total

commercial real

to total risk-based

366% and the outstanding balance of

the institution’s commercial real estate portfolio increased by 50% or

What changed 10-K

Item 1. Business