What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-13 compared with 2025-03-14 · 833 added, 873 removed, 2296 unchanged (43% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’ Equity

13 unchanged sentences

statements of operations,

comprehensive income (loss), changes in stockholders’ equity,

comprehensive income, changes in stockholders’ equity,

and cash flows for the years then ended,

55 unchanged sentences

Total cash and cash equivalents

Investment securities held to maturity net allowance of

Investment securities held to maturity net of allowance

, respectively (fair value $

15 unchanged sentences

Federal Home Loan Bank advances

Subordinated notes

Lease liability

1 unchanged sentence

Total liabilities

Commitments and contingencies (See Notes 10

Commitments and contingencies (See Notes 11 and 20)

STOCKHOLDERS' EQUITY:

1 unchanged sentence

per share liquidation preference;

0 issued and 0 outstanding as of

December 31, 2024 and 2023

outstanding as of December 31, 2025

Preferred stock - Class D;

per share liquidation preference;

0 issued and 0 outstanding as of

December 31, 2024 and 2023

outstanding as of December 31, 2025

Preferred stock - Class E;

per share liquidation preference;

0 issued and 0 outstanding as of

December 31, 2024 and 2023

outstanding as of December 31, 2025

Common stock - Class A Voting;

4 unchanged sentences

shares authorized;

0 issued and 0

outstanding as of December 31, 2025 and 2024

18 unchanged sentences

Interest expense:

Interest-bearing deposits

Savings and money markets accounts

Interest-bearing checking deposits

Savings and money markets deposits

Time deposits

Federal Home Loan Bank advances

Subordinated notes

Total interest expense

5 unchanged sentences

Non-interest income:

Bank owned life insurance income

Gain (loss) on sale of securities available for sale,

(Loss) gain on sale of securities available for

Gain on sale of loans held for sale, net

6 unchanged sentences

Network and information technology services

Other operating

Other operating expense

Total non-interest expense

3 unchanged sentences

Per share information:

Class A common stock

Net income per share, basic

Net income per share, diluted

Earnings per share, basic

Earnings per share, diluted

Weighted average shares outstanding:

Class A common stock

Common shares, basic

Common shares, diluted

The accompanying notes are an integral part of

6 unchanged sentences

Other comprehensive income (loss):

Unrealized loss on investment securities

Amortization of net unrealized losses on securities transferred

from available-for-sale to held-to-maturity

Unrealized gain (loss) on investment securities

Amortization of net unrealized losses on securities

transferred from available-for-sale to held-to-maturity

Reclassification adjustment on sale of available

for sale securities for (income) loss included in net

Unrealized (loss) gain on cash flow hedge

Unrealized loss on cash flow hedge

Tax (expense) benefit

Total other comprehensive income (loss), net of tax

9 unchanged sentences

Comprehensive

Income (Loss)

Stockholders'

Balance at January 1, 2025

Other comprehensive loss

Other comprehensive income

Repurchase of Class A common stock

( 2,009,671 )

Restricted stock issued

Restricted stock forfeiture

Exercise of stock options

3 unchanged sentences

Balance at January 1, 2024

After tax cumulative effect of adoption of accounting principle

Adjusted beginning balance after cumulative effect adjustment

Other comprehensive income

Other comprehensive loss

Repurchase of Class A common stock

2 unchanged sentences

Exercise of stock options

Dividend payment

Stock-based compensation

13 unchanged sentences

Accretion of premiums on securities, net

Amortization (accretion) of deferred loan fees, net

Amortization of deferred loan fees, net

Stock-based compensation

(Gain) loss on sale of available for sale securities

Loss (gain) on sale of available for sale securities

Gain on sale of loans held for sale

Proceeds from the sale of loans held for

Origination of loans held for sale

Increase in cash surrender value of bank owned

6 unchanged sentences

Cash flows from investing activities:

Purchase of investment securities held to maturity

Proceeds from maturities and pay-downs of investment

7 unchanged sentences

Additions to premises and equipment

Proceeds from the sale of loans held for

Purchase of Bank owned life insurance, net

Proceeds from the redemption of Federal Home

1 unchanged sentence

Purchase of Federal Home Loan Bank stock

Purchase of bank owned life insurance, net

Net cash used in investment activities

11 unchanged sentences

Net increase in deposits

Proceeds from subordinated notes, net

Proceeds from Federal Home Loan Bank advances

8 unchanged sentences

Interest paid

Supplemental schedule of non-cash investing and

financing activities:

Transfer of loans held for investment to loans held for

Transfer of investment securities from available-for-sale to held-to-maturity

Lease liability arising from obtaining right-of-use asset

The accompanying notes are an integral part of

8 unchanged sentences

a bank holding

company with one

wholly owned subsidiary,

13 unchanged sentences

company structure.

shares of the Bank’s

common stock, par

per share, formerly

stockholders were converted

exchanged for one newly issued share of the Company’s

Class A common stock, par value $

common stock,

formerly held

stockholders were

into and exchanged for

newly issued share of the Company’s Class

A common stock, par value $

Florida Peninsula

36 unchanged sentences

the terms of a loan participation agreement.

The Company reports

restricted cash within

cash equivalents.

both December

reports restricted cash

and cash equivalents.

December 31, 2025 and

in restricted cash.

Interest-Bearing Deposits in Other Financial Institutions

Interest-bearing deposits in other financial institutions consist

of Federal Reserve Bank of Atlanta, Federal

Bank of Atlanta and other accounts.

Interest-Bearing Deposits in Banks

Interest-bearing

Federal Home Loan Bank of Atlanta and other accounts.

Investment Securities

22 unchanged sentences

fair value, with

unrealized gains and

losses excluded from

earnings and reported

in other comprehensive

income (loss).

must be recorded at fair value with changes in fair value

included in earnings.

unrealized gains and losses excluded from earnings and

reported in other comprehensive income (loss).

USCB FINANCIAL HOLDINGS, INC.

13 unchanged sentences

on a specific identification basis.

Measurement of Credit Losses

on Financial Instruments,

as amended, which replaces

the incurred loss methodology

loss methodology

referred to as

The measurement

credit losses

under the CECL methodology

is applicable to financial

assets measured at amortized

cost, including loan receivables

held-to-maturity debt

addition, ASC

the accounting

For available-for-sale

debt securities

such change is

to require credit

presented as an

allowance rather than

as a write-down

on available-for-sale

debt securities management does not intend to sell or

believes that it is more likely than not they will be required

unrealized loss

position, the

Company first

assesses whether

sell, or it is more likely than

not that it will be required to

sell, the security before recovery

of its amortized cost basis.

amortized cost

is considered

available-for-sale

aforementioned criteria,

evaluates whether

the decline in

has resulted from

credit factors

market conditions.

Company monitors the

credit quality of

debt securities through

credit ratings.

are monitored by the Company on at least a quarterly

CECL requires a loss reserve for securities

37 unchanged sentences

ultimate recovery

stock amounted

million, respectively,

impairment deemed

respectively,

cash and stock dividends are reported as interest income.

3 unchanged sentences

balance net of charge-offs, deferred loan

Interest income

unearned income,

amortized, using the interest method or the straight-line

31 unchanged sentences

nonaccrual status.

The Company provides for loan losses through a provision for credit losses charged to operations.

When management

through a provision

for credit losses

believes that a

130 unchanged sentences

USCB Financial Holdings, Inc.

long-term average

is calculated

quarterly basis

remaining life

management implemented a software

solution that uses an

attrition-based calculation that performs quarterly, cohort-based

attrition measurements based on the loan portfolio.

correspondent

unsecured consumer loan portfolio segments.

For each of these segments, a long-term average loss rate is calculated and

the remaining

Adjustments for

economic expectations

attrition-based calculation that performs quarterly,

cohort-based attrition measurements based on the loan portfolio.

Portfolio segments are the level at which loss assumptions

6 unchanged sentences

portfolio based on

collateral codes for

collateral codes for the

purpose of establishing

31 unchanged sentences

• Changes in lending policies, procedures, and strategies

• Changes in international, national, regional, and local

• Changes in international, national, regional, and local conditions

• Changes in nature and volume of portfolio

18 unchanged sentences

is calculated.

collateral valuation

recorded investment of the loan, no reserve is determined

The Company estimates a

reserve for unfunded commitments,

which is reported separately

from the ACL within

The reserve is based upon the same quantitative and qualitative factors applied to the collectively evaluated loan

to be required.

unfunded commitments, which

separately from the

collectively evaluated loan portfolio.

Concentration of Credit Risks

39 unchanged sentences

At December 31, 2025 and

concentration represented

loans outstanding,

concentration

respectively.

outstanding balance of $

loan relationship

outside Florida

million and $

million, respectively, collateralized

lien commercial property located

million, at such dates

respectively,

collateralized by a 1

lien on a commercial property

located in New York

concentration

correspondent

Company also had a concentration

of risk with loans outstanding

million to correspondent banks

Republic, Honduras,

concentration

correspondent

deposits with right of offset totaling $

million and $

38 unchanged sentences

held for sale and are initially

less estimated

selling costs

of foreclosure,

recorded at the fair value of

the property less estimated selling

costs as of the date of

foreclosure, establishing a new

Subsequent to

8 unchanged sentences

valuation allowance

recognized when

consideration has

been exchanged,

conditions have

and permanent

financing has

been arranged.

with the offset

recorded in the

Consolidated Statements

of Operations.

costs are charged

consideration has been exchanged, all closing conditions

have been met and permanent financing has been arranged.

Bank Owned Life Insurance

BOLI is carried at

the amount that could

be realized under the

contract at the balance sheet

date, which is typically

These policies cover certain present and former executives

and officers;

the Company is the beneficiary

of these policies.

Bank Owned Life

Insurance (“BOLI”)

is carried at

the amount that

could be realized

under the contract

at the balance

At December 31,

2025, the Company

maintained BOLI policies

with five insurance

carriers with a

combined cash

surrender value of $

At December 31, 2024, the Company maintained BOLI

policies with five insurance carriers

combined cash

surrender value

These policies

cover certain

former executives

the Company is the beneficiary of these

Employee 401(k) Plan

41 unchanged sentences

tax liabilities, if any, would

be recorded in interest expense and other operating noninterest

be recorded in interest expense and other operating non-interest

expense, respectively.

41 unchanged sentences

the ability to unilaterally cause the holder to return specific assets.

Comprehensive Income (Loss)

Comprehensive Income

available-for-sale, are

5 unchanged sentences

income, are components of comprehensive

income (loss).

Additionally,

any unrealized

investment securities

of investment

from available-for-sale

held-to-maturity are recorded to

accumulated other comprehensive income (loss)

of transfer and amortized

the remaining life of each security.

accumulated other

comprehensive income

and amortized

remaining life

The amortization

of the unrealized gain or loss on transferred securities is reported as a

unrealized gain

on transferred

component of comprehensive income (loss).

1 unchanged sentence

Securities” for further discussion.

The change in

fair value on

the interest rate

swaps is recorded

in other assets

or accrued interest

and other liabilities

corresponding

comprehensive

gains or losses are realized.

“Derivatives” for further discussion.

Advertising Costs

Advertising costs are expensed as incurred.

Earnings per Common Share

Basic earnings

common stockholders

additional potential common shares issuable under vested

stock options and unvested shares of

restricted stock.

diluted earnings per

share are updated

to reflect the

stock splits as

USCB FINANCIAL HOLDINGS, INC.

1 unchanged sentence

USCB Financial Holdings, Inc.

for additional information on

Earnings per Common Share

“Stockholders’ Equity” for further discussion

Basic earnings

common stockholders

common shares outstanding

during the period.

Diluted earnings per

common share include

the effect of

potential common

shares issuable

stock options

restricted stock.

additional information on earnings per common share.

Interest Income

12 unchanged sentences

of the individual

make resource allocations or performance decisions by Company

make resource allocations or performance decisions by

Company management.

Stock-Based Compensation

57 unchanged sentences

Rate Swaps Designated as Cash Flow Hedges

corresponding recognition

in other comprehensive

income (loss)

and subsequently reclassified

to earnings when

losses are realized.

As of December 31, 2024, the cash

flow hedge was effective.

Interest Rate Swaps Designated as Fair Value

USCB FINANCIAL HOLDINGS, INC.

1 unchanged sentence

USCB Financial Holdings, Inc.

corresponding recognition in the assets being hedged.

The changes in

fair value on

the interest rate

swap is recorded

in other assets

or accrued interest

and other liabilities

corresponding

comprehensive

gains or losses are realized.

As of December 31, 2025,

the cash flow hedge was effective.

Interest Rate Swaps Designated as Fair Value

liabilities with a corresponding recognition in the assets

being hedged.

Interest Rate Swaps

64 unchanged sentences

Statements of Cash Flows.

customer deposits, accrued interest payable, other liabilities, and

proceeds from the issuance of Class A common shares.

customer deposits, accrued

interest payable, accrued

interest and other

liabilities, exercise of

options, and proceeds

the issuance of Class A common shares and subordinated

Reclassifications

4 unchanged sentences

Issued and Adopted

Guidance on Accounting for Credit Losses on Financial Instruments

On January 1, 2023, the Company implemented Accounting Standard Update (“ASU”) 2016-13 Financial Instruments -

Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, as amended.

This update replaces the

financial assets

amortized cost,

including loan

receivables and

held-to-maturity debt

also applies to off-balance sheet credit

exposures not accounted for as insurance

(e.g., loan commitments, standby letters

instruments),

accordance with Topic 842 on leases.

Furthermore, ASC 326 amended the accounting treatment for available-for-sale debt

change is the

requirement for

credit losses to

as an allowance

rather than as

down on available-for-sale debt securities that management does not intend

to sell or believes it is

more likely than not they

will not need

for securities

classified as

held-to-maturity (HTM).

reflect historical credit performance as well as the impact

of projected economic forecast.

loan receivables

were collectively

evaluated under

the Discounted

Flow (“DCF)” method

million of loan

receivables were collectively

evaluated under the

Remaining Life

The remaining $

million of loan receivables of the total loan portfolio

were individually evaluated.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The impact of

adoption of the

ASU 2016-13 in

January 1, 2023,

was an increase

loans receivables of

million and an

increase to the

reserve for unfunded

commitments of

one-time, net

of tax, cumulative

adjustment resulted in

a increase of

million in accumulated

The following

table reflects the

impact of adopting

CECL on the Company’s Consolidated Balance

Sheet (in thousands):

January 1, 2023

As Reported Under ASC

Pre - ASC 326 Adoption

Impact of ASC 326

Allowance for credit losses

Deferred tax asset, net

Reserve for unfunded credit commitments

Stockholder's Equity

Retained earnings

See “Allowance for Credit Losses” section in Note 3 for

more information on the ACL.

Guidance on Accounting for Trouble

Debt Restructuring and Vintage Disclosures

restructurings (“TDR”)

2016-13, Financial

Instruments-Credit

Losses (Topic

enhances Vintage Disclosures

of Gross Write-offs.

This ASU eliminates

Subtopic 310-40 guidance

creditors to apply

the loan refinancing and

restructuring guidance in Subtopic

310-20 when evaluating modifications granted

existing loan or a new loan.

The vintage disclosure component of the ASU

requires entities to disclose current-period gross

Company adopted ASU 2022-02 concurrently with the

adoption of ASU 2016-13.

848), aiming to facilitate the impacts

of reference rate reform on financial reporting.

This initiative was subsequently

or acknowledging

of, reference

discretionary

associated with reference rate reform in financial reporting.

expedients and exceptions provided by these amendments

applicable to

contract modifications

hedging relationships

reviewed after

relationships

optional expedients, and which

are retained until the conclusion

of the hedging relationship.

Additionally,

the amendments

permit entities to make a one-time choice to divest, transfer,

or both divest and transfer debt securities categorized as held

to maturity, referencing a rate impacted by reference rate reform,

and classified as held to maturity

prior to January 1, 2020.

In December 2022, the

FASB issued new guidance extending the

expiration date of this

guidance from December 31,

entities will

be authorized

provided under

this guidance.

Before this recent guidance, these amendments

were effective for all

entities from March 12, 2020 to

December 31, 2022.

(“LIBOR”) and the adjustment of

its existing financial instruments affecte

by LIBOR, whether directly or

based originations were ceased as of June 30, 2023, and for existing LIBOR-based transactions,

the Company substituted

Secured Overnight

Financing Rate

completed its

transition away

its loan and other financial instruments.

Improvements to Reportable Segment Disclosures

Segment Reporting

requirements,

Additionally,

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

requirements,

requirements.

consolidated financial statements.

Issued and Not Yet

Improvements to Income Tax

9 unchanged sentences

beginning after

assessing the

potential impact of this

ASU on its financial

reporting and has

not yet concluded whether

the changes will materially

its business operations or consolidated financial statements.

effective January 1, 2025;

the adoption of this ASU did not have a material impact on the

Company’s consolidated financial

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

INVESTMENT SECURITIES

13 unchanged sentences

Bank subordinated debt securities

December 31, 2025

Held-to-maturity:

6 unchanged sentences

Securities held-to maturity, net of allowance for credit losses

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

December 31, 2024

6 unchanged sentences

Bank subordinated debt securities

December 31, 2024

Held-to-maturity:

6 unchanged sentences

Securities held-to maturity, net of allowance for credit losses

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

debt securities

category from

the available for

category are made

at fair value

as of the date

The unrealized gain or loss

at the date of

transfer is retained in accumulated other

comprehensive

HTM securities

amortized over the remaining life of the securities.

Company made two transfers from AFS to HTM portfolios

investment securities that

2 unchanged sentences

the years ended December

maturity securities.

There was no impact to net income.

Such amounts are

amortized over the remaining life of the security.

For the years

ended December 31, 2024 and

2023, total amortization out

of AOCI for the

net unrealized losses on

transferred from AFS to HTM in 2022 was $

thousand and $

thousand, respectively.

In addition for these securities,

ended December

total amortization

net unrealized

respectively.

December 31, 2024.

The following

table presents

the proceeds,

realized gross

debt securities for the years ended December 31, 2024 and

2023 (in thousands):

The fair value of the transferred securities was $

million at December 31, 2025 and $

at December 31, 2024.

identification basis.

The following table presents the proceeds, realized gross gains and realized gross losses on sales and

calls of AFS debt securities for the years ended December

31, 2025 and 2024 (in thousands):

Available-for-sale:

Proceeds from sales and call of securities

Net realized gains (losses)

Net realized (losses) gains

indicated (in thousands).

9 unchanged sentences

single maturity date are

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Available-for-sale

11 unchanged sentences

securities to

amount greater

stockholders’

collateralized

obligations and mortgage-backed securities are issued

sponsored entities at December 31, 2024 and

presented as of the following dates (in thousands):

obligations and mortgage-backed securities

are issued by U.S.

sponsored entities

contractual cash flows for these securities are guaranteed by U.S.

Government agencies

Government sponsored

The municipal bonds are of high credit

quality and the declines in fair value are

not due to credit quality.

the assessment of

these mitigating factors, management

believes that the

unrealized losses on these

debt security holdings

are a function of changes in investment spreads and interest

rate movements and not changes in credit quality.

The Company determined that an ACL on its debt securities available for sale as was not required as of December

2025 and December 31, 2024.

In 2018, the Company

5 unchanged sentences

municipalities, and the

are secured by securities pledged to

the State of Florida at a ratio of

% of the average outstanding amount

The Company must

also maintain a minimum amount of

pledged securities to be in the

program related to these

are secured by securities

pledged to the

State of Florida at

% of the average

outstanding amount of

respectively.

minimum amount of pledged securities to be in the program

related to these deposits.

At December 31, 2025, the Company had

securities with an aggregate fair value of

million pledged to the

State of Florida

under the public

funds program.

held a total of

million in public

funds at December 31,

At December 31,

securities with

fair value of

million pledged

December 31, 2024.

At December 31, 2023, the Company

securities with an aggregate fair value

million pledged

December 31, 2023.

of the Federal

Reserve System,

announced the

Funding Program (“BTFP”).

The BTFP offered loans of up to one year in length to banks, savings associations, credit

mortgage-backed

securities, and other qualifying assets as collateral.

BTFP program ceased making new loans as of March

borrowings under

program during

quarter 2024.

maturity of this

borrowing under the

was January 2025,

are no remaining

borrowings under

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The following table is a summary of the distribution of

loans held for investment by type (in thousands):

The following table is a summary of the distribution of loans

held for investment by type (in thousands):

December 31, 2025

5 unchanged sentences

Consumer and Other

Deferred costs

loans net of deferred costs

Deferred costs/fees

loans held for investment, net of deferred costs/fees

Allowance for credit losses

loans held for investment, net of allowance

At December 31, 2025 and 2024, the Company had $

5 unchanged sentences

real estate loans in the process of foreclosure.

Allowance for Credit Losses

In general, the Company utilizes

the Discounted Cash Flow (DCF)

method or the Remaining Life

(WARM) methodology

the quantitative

portion of the

analysis (LDA)

and discounted

cash flow analyses.

The Company engaged

advisors and consultants

with experience in

CECL model development

in development of

a loss driver

analysis based on

regression models

and supportable

data obtained

from FFIEC Call Report

filings is used to

inform regression analyses

to quantify the impact

of reasonable and

forecasts in projective

Economic forecasts

applied to regression

models to estimate

probability of default

receivables use at least

one of the following economic

civilian unemployment rate (national), real gross

product growth

long-term average loss rate is calculated and applied on a quarterly basis for the remaining life of the pool.

Adjustments for

economic expectations are made through qualitative factors.

Qualitative factors (“Q-Factors”) used in the ACL methodology

• Changes in lending policies, procedures, and strategies

• Changes in international, national, regional, and local conditions

• Changes in nature and volume of portfolio

• Changes in the volume and severity of past due loans

and other similar conditions

• Concentration risk

• Changes in the value of underlying collateral

• The effect of other external factors:

e.g., competition,

legal, and regulatory requirements

• Changes in lending management, among others

characteristics

collateral type and lien position to group loans according to risk.

The Company evaluates

five segments using the loss rate

methodology 'Remaining

The remaining

is calculated

attrition rate

for the Company’s own

portfolio experience.

peer group includes historical

losses for U.S.

Company also applies

a scorecard methodology

qualitative factors

The maximum losses for

these peers are derived selecting

periods were higher than normal

loss rates are observed.

In estimating

credit losses,

also considers

qualitative and

environmental factors

cause estimated

credit losses for the loan portfolio to differ from historical

USCB FINANCIAL HOLDINGS, INC.

1 unchanged sentence

USCB Financial Holdings, Inc.

Allowance for Credit Losses

Changes in the ACL for the years ended December 31, 2025

8 unchanged sentences

Beginning balance

Cumulative effect of adoption of

accounting principle

Provision for credit losses

2 unchanged sentences

thousand provision for unfunded commitments included

in other liabilities and $

thousand release for

investment securities held to maturity.

(2) Impact of CECL adoption on January 1, 2023

in accrued interest and other liabilities and $

thousand release for investment securities held to

(2) Provision for credit losses excludes $

thousand release for unfunded commitments

included in other liabilities and $

thousand provision for

investment securities held to maturity.

thousand provision for unfunded commitments included

in accrued interest and other liabilities and $

thousand release for investment securities held to

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

increase of $

million or 5.9% in the ACL was primarily due to loan growth.

ended December 31,

thousand originated

thousand originated in 2022.

Charge offs for the year

ended December 31, 2024 were $

thousand originated in 2024.

Allowance for credit losses and the outstanding balances in

22 unchanged sentences

on relevant information

which may include:

current financial information

on the borrower,

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

current financial

information on the

documentation

25 unchanged sentences

facts, conditions, and values, highly questionable and improbable.

– Loans classified as loss are considered uncollectible.

USCB FINANCIAL HOLDINGS, INC.

1 unchanged sentence

USCB Financial Holdings, Inc.

– Loans classified as loss are considered uncollectible.

Loan credit exposures by internally assigned grades are

3 unchanged sentences

Residential real estate

Special Mention

Commercial real estate

Special Mention

Commercial and

Special Mention

Correspondent banks

20 unchanged sentences

loan portfolio.

analyzes credit

payment performance

The following table include an aging analysis

of accruing loans and total non-accruing

loans as of December 31, 2024 and

The Company analyzes credit quality and

loan grades based on payment performance

and the aging status of loans.

following table include an aging analysis of accruing

loans and total non-accruing loans as of December 31, 2025 and 2024

(in thousands):

30 unchanged sentences

Consumer and other

loans over 90 days past due and accruing as of December

31, 2024 and 2023.

Non-accrual Status

The following table

includes the amortized

cost basis of

loans on non-accrual

status and loans

past due over

and still accruing as of December 31, 2024 and December

31, 2023 (in thousands):

The following

table includes

the amortized

more and still accruing as of December 31, 2025 and 2024 (in

December 31, 2025

3 unchanged sentences

Loans Past Due

Over 90 Days and

Days or more and

Still Accruing

1 unchanged sentence

Commercial and industrial

Consumer and other

December 31, 2024

3 unchanged sentences

Loans Past Due

Over 90 Days and

Days or more and

Still Accruing

Residential real estate

Commercial and industrial

Consumer and other

Accrued interest

2 unchanged sentences

interest income

to non-accrual

USCB FINANCIAL HOLDINGS, INC.

1 unchanged sentence

USCB Financial Holdings, Inc.

approximately

December 31, 2025

been approximately

thousand, respectively,

4 unchanged sentences

provided substantially

operation of the

through the sale

or operation of

the collateral.

collateral dependent

7 unchanged sentences

financial difficulty by type of collateral as of December

31, 2024 (in thousands):

As of December 31, 2024

31, 2025 and 2024 (in thousands):

December 31, 2025

Collateral Type

Residential Real Estate

Specific Reserves

Residential real estate

December 31, 2024

Collateral Type

Specific Reserves

Consumer and other loans

20 unchanged sentences

December 31, 2025

Recorded Investment Prior to Modification

Recorded Investment After Modification

Amortized Cost Prior to Modification

Amortized Cost After Modification

Modifications

4 unchanged sentences

December 31, 2024

Recorded Investment Prior to Modification

Recorded Investment After Modification

Amortized Cost Prior to Modification

Amortized Cost After Modification

Modifications

3 unchanged sentences

Commercial and industrial

new modification

experiencing financial

difficulties for

ended December

modifications

December 31, 2023.

combination of

and principal

modifications.

one loan, the

modified from

a variable rate

fixed rate and the term was

modified from October 2025

to January 2028.

second loan, the rate was

modified from

a variable rate to a

% fixed rate and there was a principal reduction

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The loan modification

borrower experiencing

financial difficulty

at December 31,

2024, included

a combination

of rate and maturity modifications.

The rate was modified

from a variable rate

to a fixed rate

The original maturity

of September 2029 was extended to January 2034.

existing loan

modifications

that subsequently

during either

December 31, 2025, the

10 unchanged sentences

would extend these

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

expiration dates.

has classified

23 unchanged sentences

the estimated present value

of lease payments

In the Company’s

Consolidated Balance

reported under

other assets while lease liabilities are classified under

accrued interest and other liabilities.

of lease payments over the lease term.

information available

at commencement

The Company’s

incremental borrowing

11 unchanged sentences

Operating leases

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Future lease payment obligations and a reconciliation to lease

3 unchanged sentences

lease liability

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The lease cost for the years ended December 31, 2025

and 2024 (in thousands):

Finance lease cost:

ROU assets amortization

Operating lease cost

Sublease income

lease cost, net

PREMISES AND EQUIPMENT

A summary of premises and equipment are presented

below as of December 31, 2024 and 2023 (in thousands):

A summary of premises and equipment are presented below

as of December 31, 2025 and 2024 (in thousands):

Furniture, fixtures and equipment

5 unchanged sentences

2025 and 2024, respectively.

The Company’s provision

for income taxes is

presented in the following

table for the years

ended December 31, 2024

and 2023 (in thousands):

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The Company’s pre-tax

income and provision

for income taxes

is presented in

the following table

for the years

December 31, 2025 and 2024 (in thousands):

Pre-tax income:

Total pre-tax income

Current tax expense:

Deferred tax expense:

income tax expense

The actual income

8 unchanged sentences

provision for income taxes) as follows (in thousands):

Federal taxes at statutory rate

Computed tax at the statutory federal income tax rate

State income taxes, net of federal tax benefit

Bank owned life insurance

Nontaxable or Nondeductible Items

Bank owned life insurance income

Other adjustments, net

in Florida made up the majority (greater than 50%) of the tax effect in this category.

USCB FINANCIAL HOLDINGS, INC.

18 unchanged sentences

Cash flow hedge

Depreciable property

Deferred tax liability

Net deferred tax asset

had approximately $

loss carryforwards expiring

in various amounts

after 2036, their

utilization is limited

taxable earnings of the Company.

At December 31, 2025,

the Company had

approximately $

million of State

net operating loss carryforwards

In assessing the

22 unchanged sentences

recorded as a result of tax uncertainties.

Cash payments

December 31, 2024.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The following table presents deposits by type at December 31,

12 unchanged sentences

% of total deposits at such date.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Brokered CDs were

2 unchanged sentences

were (in thousands):

December 31, 2025

At December 31,

4 unchanged sentences

thousand, respectively.

Borrowed funds

fixed-rate advances

December 31, 2024,

FHLB ADVANCES

At December 31, 2025, FHLB advances were $

million and at December 31, 2024 were $

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The following table presents outstanding FHLB advances

at December 31, 2025 and 2024 (in thousands):

At December 31, 2024

December 31, 2025

Interest Rate

1 unchanged sentence

March 16, 2026

July 18, 2025

January 24, 2028

April 25, 2028

September 13, 2027

March 23, 2026

February 13, 2025

At December 31, 2023

December 31, 2024

Interest Rate

Maturity Date

July 30, 2024

July 18, 2025

March 27, 2025

July 18, 2025

January 24, 2028

April 25, 2028

December 26, 2024

September 13, 2027

March 23, 2026

February 13, 2025

advances, subject

12 unchanged sentences

BTFP program ceased making new loans as of March

January 10, 2025

Subsequently,

borrowings under

program during

third quarter

original maturity

borrowing under

On January 12, 2024, the Company borrowed $

million at a rate of

% with a maturity date of

January 10, 2025

remaining borrowings by the Company under this program.

under the BTFP program.

The Company paid

million under the

BTFP program during

the third quarter

The original maturity of this borrowing under the BTFP program was January 2025, and there are no remaining borrowings

by the Company under this program.

On August 14, 2025,

the Company entered into a

Subordinated Note Purchase Agreement (the

“Purchase Agreement”)

with certain qualified

institutional buyers

(the “Purchasers”)

pursuant to which

the Company sold

in aggregate principal amount of its

% Fixed-to-Floating Rate Subordinated Notes due 2035 (the

the Purchasers

proceeds were

million after an

estimated direct

issuance cost

of approximately $

issuance costs

and amortized over

-year Subordinated note

December 31, 2025,

the outstanding balance

of subordinated

notes, net of costs, totaled $

million and the average interest rate paid on the outstanding average balance net of

The Notes have a stated maturity of August 15, 2035, and

are redeemable, in whole or in part, on any interest payment

date on or after August 15,

2030, and at any time upon

the occurrences of certain events.

bear interest at a fixed

from and including August 14, 2025,

to but excluding August 15, 2030

or earlier redemption date.

From and including August 15, 2030, to but excluding the maturity date or early redemption date, the interest rate will reset

quarterly at a variable rate equal to the

then current three-month term secured

overnight financing rate (“SOFR”), plus

basis points.

If three-month SOFR cannot be determined on a given date, a different index shall be determined and used in

accordance with the terms of the Notes.

placement transaction

on exemptions

Regulation D thereunder.

On August 14, 2025, in

connection with the sale and

issuance of the Notes, the

Company entered

Registration Rights

Agreement (the

“Registration

Rights Agreement”)

USCB FINANCIAL HOLDINGS, INC.

1 unchanged sentence

USCB Financial Holdings, Inc.

Registration Rights

Agreement, the

Company agreed

certain actions

subordinated notes

registered under

the Securities

have substantially

“Exchange Offer”).

certain circumstances, if the

Company fails to meet

its obligations under the

Registration Rights

Agreement, it would be required to pay additional interest

to the holders of the Notes.

EQUITY BASED AND OTHER COMPENSATION

25 unchanged sentences

an additional

shares of common

common stock and

extending the

8 unchanged sentences

shares) for a total of

shares as well as extending the term until December

At December 31,

1 unchanged sentence

2024, there were

shares available for grant under the 2015 Option Plan.

shares available for grant under the 2015 Option

Stock Options

8 unchanged sentences

actual option forfeitures.

December 31, 2024

Statements of Operations.

Compensation expense totaling $

thousand was recognized for the year

ended December 31,

years ended December 31, 2024 and 2023.

Unrecognized compensation

cost remaining

on stock-based

December 31, 2025 and 2024.

Unrecognized compensation cost

remaining on stock-based

compensation totaled $

for the years ended December 31, 2024 and 2023, respectively.

thousand for the

ended December 31, 2025 and 2024, respectively.

Excess tax benefits

4 unchanged sentences

tax asset attributable to the compensation cost for such

options granted in 2024.

For the fair value of options granted in 2023, the following

were the assumptions:

Risk-free interest rate

Expected term

Expected stock price volatility

Dividend yield

options granted in 2025 and 2024.

USCB FINANCIAL HOLDINGS, INC.

23 unchanged sentences

exercised their options.

The weighted average per share fair value of options granted for the year ended December 31, 2023, was $

were no grants in 2024.

Restricted Stock

9 unchanged sentences

-year vesting

pursuant restricted

shares issued in

October 2024 had

a modified vesting

shares vested

period of two months in 2024, and

% remaining will vest in the next 2 years.

In 2024 , the Company issued

3 unchanged sentences

Company's 2015

transferred until certain restrictions

transferred until

certain restrictions have

primarily issues restricted

stock awards with

-year vesting

shares of Class

A common stock

issued pursuant to

restricted stock awards

shares issued in

October 2024 had

a modified vesting

shares vested

period of two months in 2024, and the

% remaining vests one-third in 2025 and in 2026.

Company's common

1 unchanged sentence

amortized straight

2024, unearned

share-based compensation

December 31, 2025,

unearned share

-based compensation

expense associated

awards totaled $

December 31, 2024, unearned

share-based compensation expense associated

awards totaled $

Compensation expense totaling $

1 unchanged sentence

the year ended December 31, 2025

31, 2024 and reported

of Operations.

expense totaling

and reported under

thousand was recognized for the year ended December

30 unchanged sentences

commitments and conditional obligations as it does for on-balance-sheet

The Company's

exposure to credit

event of nonperformance

financial instruments

The Company's exposure

to credit loss

of nonperformance by

the other party

to the financial

for unused lines of credit, and standby letters of credit

is represented by the contractual amount of these commitments.

Measurement of Credit Losses

on Financial Instruments,

as amended, which replaces

the incurred loss methodology

loss methodology

referred to as

The measurement

credit losses

under the CECL methodology

is applicable to financial

assets measured at amortized

cost, including loan receivables

held-to-maturity debt securities.

off-balance-sheet

5 unchanged sentences

The off-balance sheet commitment

allowance were $

thousand and $

thousand as of December 31, 2024 and December

31, 2023, respectively.

December 31, 2024 and 2023 (in thousands):

allowance as of December 31, 2025 was $

thousand and as of December 31, 2024 was $

December 31, 2025 and December 31, 2024 (in thousands):

Commitments to grant loans and unfunded lines of credit

6 unchanged sentences

fixed expiration dates or other termination clauses.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Unfunded lines of

10 unchanged sentences

is committed.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

performance of a

13 unchanged sentences

amounts exchanged

The amounts exchanged are

determined by reference to

the notional amount and the

other terms of the individual

The amounts exchanged

are determined by reference

to the notional amount

and the other terms of

the individual

interest rate swap agreements.

Rate Swaps Designated as Cash Flow Hedges

Company entered into

a two-year costless

notional amount of

exposure to interest

rate volatility on

a three-month brokered CD.

The derivative is

USD SOFR overnight index

and establishes a

floor rate of

%, effectively creating a

defined range of

interest rate outcomes

without requiring

designated as

815, Derivatives

comprehensive income (loss) to the extent the hedge remains

Company entered

costless collar

interest rate outcomes without requiring

an upfront premium.

The hedge was

designated as a cash flow hedge

815, Derivatives

being accounted

for accordingly.

the derivative

recorded in other comprehensive income (loss) to the extent the

hedge remains effective.

As of December 31,

the Company had

2025, the Company

interest rate swap

agreements with

a notional aggregate

million that were designated as cash flow hedges of certificates of deposit.

The interest rate swap agreements have an

compound SOFR (Secured Overnight Financing Rate) being received.

agreements with a

notional aggregate amount

million that were designated as

cash flow hedges of certificates

The interest rate

swap agreements have a

years, a weighted average fixed-rate paid of

%, and with a weighted average 3-month compound USD

company unwound

interest rate

swap designated

certificates of

deposits with notional

million during the

quarter ended December 31,

The decision to

unwind this swap

was driven by changes in interest rate

forecasts and asset-liability management strategies.

The early termination income to

unwind the fair value swaps totaled $

The original maturity of the cash flow interest

rate swap was April 2026.

As of December

5 unchanged sentences

The interest rate swap agreements have an

compound SOFR (Secured Overnight Financing Rate)

being received.

corresponding recognition

in other comprehensive

income (loss)

and subsequently reclassified

to earnings when

losses are realized.

compound USD SOFR being received.

liabilities with a corresponding recognition in other comprehensive

income (loss) and subsequently reclassified to earnings

when gains or losses are realized.

Interest Rate Swaps Designated as Fair Value

4 unchanged sentences

liability management

early termination fee

fees allocated to

each loan category

will be amortized

over the remining

hedge loans on

straight-line

termination fee

loan interest

Company’s Consolidated

agreements had an average maturity of

early termination

swaps totaled

fees allocated to each loan category are

amortized over the remining life of the

hedge loans on a monthly straight-line basis

with full recognition of the unamortized cost upon

the early payoff of the hedge loan.

The amortization

of the termination fee

is reflected in the loan interest income line in the Company’s Consolidated Statement of Operations.

The original maturities

average maturity of

years at the date of termination.

interest rate

swap agreements

notional aggregate

were designated

agreements have

compound SOFR being received

corresponding recognition in the assets being hedged.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Interest Rate Swaps

3 unchanged sentences

interest rate

swaps with loan customers with

a notional aggregate amount of $

million and $

million at December 31, 2024 and

2023, respectively.

These interest rate

swaps have maturity

dates of between

2025 and 2051.

loan customers

notional aggregate

December 31, 2025

and 2024, respectively.

These interest rate swaps

have maturity dates of

between 2026 and 2051.

The Company entered

corresponding

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

into corresponding

and offsetting

derivatives with

third parties.

these derivatives

Company to provide the counterparty

12 unchanged sentences

Interest rate swaps

Other assets/Accrued interest

and other liabilities

Derivatives not designated as hedging instruments:

Interest rate swaps related to customer loans

Other assets/Other liabilities

Other assets/Accrued interest

and other liabilities

December 31, 2024:

1 unchanged sentence

Interest rate swaps

Derivatives Designated as Fair Value Hedges

Interest rate swaps

Other liabilities

Derivatives not designated as hedging instruments:

Interest rate swaps related to customer loans

Other assets/Other liabilities

Other assets/Accrued interest

and other liabilities

Determination of Fair Value

44 unchanged sentences

current market conditions.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Fair Value Hierarchy

22 unchanged sentences

or liabilities.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

is based on inputs other

35 unchanged sentences

are classified within

the hierarchy and

often involve using

quoted market

prices for similar

the hierarchy

involve using quoted

market prices

securities, pricing models or discounted cash flow analyses

34 unchanged sentences

Financial Liabilities:

Demand Deposits

Money market and savings accounts

Interest-bearing checking accounts

Non-interest bearing demand deposits

Savings and money market deposits

Interest-bearing demand deposits

Time deposits

FHLB advances

Subordinated notes

Accrued interest payable

15 unchanged sentences

Expected Credit Losses:

Fair values of collateral-dependent yacht

Fair values of collateral-dependent yacht loans

and real estate loans

6 unchanged sentences

income approach or a combination of methodologies.

The fair value

of collateral dependent

loans considered Level 3

value hierarchy was $

specific reserved as

of December 31, 2025

million with a

specific reserve of

thousand at December 31, 2024.

collateral-dependent loans at December 31, 2023.

STOCKHOLDERS’ EQUITY

Bank completed

public offering

shares of Class A

common stock at a

received total net proceeds

million after deducting underwriting discounts and expenses.

In December 2021,

the Company acquired

all the issued

and outstanding shares

A common stock

Bank, which at the time were

the only issued and outstanding shares

of the Bank’s capital stock,

in a share exchange (the

“Reorganization”)

USCB FINANCIAL HOLDINGS, INC.

1 unchanged sentence

USCB Financial Holdings, Inc.

common stock,

formerly held

converted into

and exchanged

Company’s wholly owned subsidiary.

Reorganization,

received securities

substantially

same designations,

powers, preferences,

qualifications,

and restrictions,

held in the Bank,

and the Company’s

then current shareholders

owned the same

percentages of the

Company’s common

stock as they previously owned of the Bank’s common

In 2024, the Company issued

shares of Class A common stock to employees and directors as restricted stock

awards pursuant to the Company's 2015 Option Plan.

In 2023, the Company issued

shares of Class A common stock to employees and directors as restricted stock

awards pursuant to the Company's 2015 Option Plan.

As previously announced,

Board of Directors

new share repurchase

program of up

or approximately

the Company’s

outstanding shares

discretionary basis from time

to time through open

market repurchases, privately negotiated

transactions, or other means.

repurchase program

will commence

upon completion

of the Company’s

current repurchase

this new program will be funded from the Company’s

existing cash and cash equivalents or future cash flow.

The following table presents quantitative information about level 3 fair value measurements for assets measured at fair

value on a non-recurring basis at

December 31, 2025 and 2024:

December 31, 2025

Financial Instrument

Valuation Technique(s)

Unobservable Input(s)

Collateral dependent loans -

residential loans

Sales comparison approach

Third party appraisals

December 31, 2024

Financial Instrument

Valuation Technique(s)

Unobservable Input(s)

Collateral dependent loans -

consumer boat loans

Sales comparison approach

Adjustment for differences

between the comparable sales

STOCKHOLDERS’ EQUITY

institutional shareholders

through privately

negotiated transactions,

at a weighted

average price

approximately

supplemental and not part of the Company’s two previously announced stock repurchase programs.

During the year ended

December 31, 2025 pursuant to the

Company’s publicly announced repurchase programs the

Company repurchased

shares of Class A common stock at a weighted average price per share of $

The aggregate purchase price for these

approximately

remained authorized for repurchase under the Company’s

two stock repurchase programs.

During the year

8 unchanged sentences

the Company’s two stock repurchase programs.

During the year ended December

31, 2023, the Company repurchased

shares of Class A common

weighted average price per share

The aggregate purchase

price for these transactions was

approximately $

million, including transaction costs.

of December 31, 2023,

shares remained authorized for repurchase under

Company’s first stock repurchase program.

In 2025, the Company issued

shares of Class A common stock to employees and directors as restricted stock

awards pursuant to the Company's 2015 Option Plan.

In 2024, the Company issued

shares of Class A common stock to employees and directors as restricted stock

awards pursuant to the Company's 2015 Option Plan.

Shares of the Company’s Class A common stock issued and

27 unchanged sentences

such payment to be an unsafe or unsound practice.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Company's shareholders

6 unchanged sentences

a cash dividend or other capital distribution.

On January 29, 2024, the

Company announced that its Board of

Directors approved a quarterly cash dividend program.

The quarterly dividend for all quarters in 2024 was $

per share of Class A common stock.

The aggregate distribution in

connection with dividend payments paid during the year

ended December 31, 2024 was $

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The following table details the dividends declared and paid by

the Company for the periods presented:

Declaration Date

11 unchanged sentences

December 5, 2025

See Note 20, “Subsequent Events”, for information regarding

dividends declared in January 2025.

Declaration Date

Dividend Per Share

Dividend Amount

January 22, 2024

February 15, 2024

March 5, 2024

April 22, 2024

July 22, 2024

August 15, 2024

September 5, 2024

October 28, 2024

November 15, 2024

December 5, 2024

“well-capitalized”

guidelines as of December 31, 2025 and December

At December 31, 2024, the total

risk-based capital ratios for

At December 31, 2025, the

total risk-based capital ratios for

the Company and the Bank were

%, respectively.

See Note 21, “Subsequent Events”, for information regarding dividends

declared in January 2026.

EARNINGS PER SHARE

2 unchanged sentences

dividing net income

(loss) available to

common stockholders by the

weighted-average

(loss) available to common

stockholders by the weighted-average

number of common shares outstanding for

13 unchanged sentences

common stock options and are only included in the calculation

of diluted EPS when their effect is dilutive.

of diluted EPS when their effect is diluti

December 31, 2025 and 2024 (in thousands):

For the years ended December 31,

Net income available to common stockholders

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

The following table

4 unchanged sentences

per share amounts):

As of and for the years ended December 31,

Net income available to common shares

9 unchanged sentences

Net income has not been allocated to unvested

restricted stock awards that are participating securities

because the amounts that would be allocated are

not material to net income per share of common

restricted stock awards that are participating

securities because the amounts that would be allocated

not material to earnings per share of common stock.

Unvested restricted stock awards that are participating

securities represent less than one percent

of all of the outstanding shares of common stock

for each of the periods presented.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

securities represent less than one percent of

all of the outstanding shares of common stock for

each of the periods presented.

to regulatory

12 unchanged sentences

Bank must meet

specific capital guidelines

that involve quantitative

measures of their

assets, liabilities,

capital guidelines that

involve quantitative measures

of their assets,

off-balance-sheet

10 unchanged sentences

separate minimum capital measurements.

At such time when the Company reaches the

$3.0 billion asset level, it will

be subject to capital measurements independent

when the Company

reaches the $3.0

billion asset level,

regulatory capital measurements

independent of the Bank.

permanently opt-out

31 unchanged sentences

undercapitalized,

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

represent overall financial condition.

30 unchanged sentences

Bank’s category.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

Actual and required

3 unchanged sentences

Bank at December 31,

2025 and 2024

thousands, except ratios).

31 unchanged sentences

if they deem such payment to be an unsafe or unsound

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements

USCB Financial Holdings, Inc.

RELATED PARTY

16 unchanged sentences

paid those entities fees of $

Loan Originations

related party.

an outstanding

million related to this transaction.

In connection with the syndication, the Bank received a

-basis point commitment

annual servicing

financial institutions

participating in

the syndication

were also deemed to be related parties.

originating loans to related parties is not part of

the Company’s standard

this transaction

appropriate departments

in accordance

analyses were

Risk Committee,

necessary approvals

business and on arm’s-length terms, consistent with the

requirements of Regulation O.

During the year ended December

31, 2025, the Bank participated

in two loans totaling $

million with an entity that

is considered

lead arranger.

participation agreements,

the Bank pays

party entity a

servicing fee equal

basis points, calculated on the declining monthly outstanding

balance of the loans.

loan originations

or syndications

entities deemed

related parties

December 31, 2024.

USCB FINANCIAL HOLDINGS, INC.

9 unchanged sentences

LIABILITIES AND STOCKHOLDERS' EQUITY:

Other liabilities

Subordinated notes

Accrued interest and other liabilities

Stockholders' equity

8 unchanged sentences

Dividends from subsidiaries

Interest expense

Employee compensation and benefits

14 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided

Adjustments to reconcile net income to net cash provided by operating

Equity in undistributed earnings of subsidiaries

1 unchanged sentence

Increase in deferred tax asset

Increase in accrued interest and other liabilities

Net cash provided by operating activities

6 unchanged sentences

Repurchase of common stock

Net cash (used in) provided by financing activities

Proceeds from issuance of subordinated notes, net of issuance cost

Net cash used in financing activities

Net increase in cash and cash equivalents

55 unchanged sentences

to competitors.

determined that it has only one reportable segment.

determined that it has only

reportable segment.

LOSS CONTINGENCIES

9 unchanged sentences

SUBSEQUENT EVENTS

On January 21, 2025, the Company’s Board of

Directors declared a quarterly cash dividend of

per share of Class

A common stock, to be paid on March 5, 2025, to stockholders of record as of the close of business

on February 14, 2025.

In January 2025, the Company acquired a bank owned life insurance policy with a

cash surrender value of $

in connection

Funds unsecured

uncommitted facility with another insured depository institution.

Company entered

connection with

Funds unsecured

uncommitted facility with another insured depository institution.

As of February 28, 2025 there are

advances under these new Fed Funds lines.

Class A common stock, to be paid on March 5, 2026, to stockholders of record as of the close

of business on February 17,

USCB Financial Holdings, Inc.

2 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 8. Financial Statements and Supplementary Data