What changed in this filing

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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-14 · 77 added, 30 removed, 317 unchanged (25% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and

with the participation

of our management,

Under the supervision

participation of our management,

including our Chief Executive

3 unchanged sentences

submitted under

Act within the

required time

the required time

periods as of

70 unchanged sentences

Rules 13a-15(f) and

Exchange Act)

fiscal quarter

materially affected, or

is reasonably

affect, our internal control over financial reporting.

under the Exchange Act)

during the quarter ended

December 31, 2025 that

has materially affected,

or is reasonably likely

to materially affect, our internal control over financial

Other Information

27 unchanged sentences

currently expected

2026, is expected

filed with the

23 unchanged sentences

Principles and Board Matters” and “- Director Compensation”

in the Company’s 2025 Definitive Proxy Statement.

in the Company’s 2026 Definitive Proxy

Security Ownership of Certain Beneficial Owners

2 unchanged sentences

The following table provide information as of December

31, 2025 with

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”)

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

which was approved by our shareholders.

101 unchanged sentences

Commission on March 22, 2024).

Indenture, dated August 14, 2025, by and between the Company and Wilmington Trust, National Association, as trustee

(incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No.

001-41196) filed with the

Securities and Exchange Commission on August 14, 2025).

Forms of 7.625% Fixed-to-Floating Rate Subordinated Note due 2035 (included as Exhibit A-1 and Exhibit A-2 to the Indenture

incorporated herein by reference to Exhibit 4.5).

Form of Registration Rights Agreement, dated August 14, 2025, by and among the Registrant and the purchasers of the 7.625%

Fixed-to-Floating Rate Subordinated Notes due 2035 who were signatories thereto (incorporated by reference to Exhibit 10.2

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

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

August 14, 2025).

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

3 unchanged sentences

Amended and Restated Employment Agreement by and among USCB Financial Holdings, Inc., U.S.

and Luis de la Aguilera dated as of January 29, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s

Current Report on Form 8-K dated as of January 29, 2023 (File No.

001-41196) filed with the Securities and

Exchange Commission on February 1, 2023).*

Century Bank and Luis

de la Aguilera dated as of January 29, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on

Form 8-K dated as of January 29, 2023 (File No.

001-41196) filed with the Securities and Exchange Commission on February

Amended and Restated Employment Agreement by and among USCB Financial Holdings, Inc., U.S.

and Robert Anderson dated as of January 29, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K dated as of January 29, 2023 (File No.

001-41196) filed with the Securities and

Exchange Commission on February 1, 2023).*

Century Bank and Robert

Anderson dated as of January 29, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form

8-K dated as of January 29, 2023 (File No.

001-41196) filed with the Securities and Exchange Commission on February 1,

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).*

Amended and Restated Change in Control Agreement between U.S.

Century Bank and Nicholas Bustle dated as of December

19, 2025 (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 December 23, 2025).*

Amended and Restated Change in Control Agreement between U.S.

Century Bank and William Turner dated as of December

10, 2025*, **

Amendment No.

1 dated as of January 30, 2026 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).*

and Luis de la Aguilera 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 February

Amendment No.

2 dated as January 28, 2026 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

Change in Control Agreement between U.S.

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

Century Bank and Maricarmen Logroño dated as of March 25, 2025 (incorporated

by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-41196) filed with the Securities

and Exchange Commission on May 9, 2025).*

Change in Control Agreement between U.S.

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

Insider Trading and Disclosure Policy**

Century Bank and Andres Collazo dated as of January 2, 2026.

Change in Control Agreement between U.S.

Century Bank and Oscar Gomez dated as of December 29, 2025.

Change in Control Agreement between U.S.

Century Bank and Martha Guerra-Kattou dated as of December 29, 2025.

USCB Financial Holdings, Inc.

Form of Subordinated Note Purchase Agreement, dated August 14, 2025, by and among the Company and the purchasers of

the 7.625% Fixed-to-Floating Rate Subordinated Notes due 2035 who were signatories thereto (incorporated by reference to

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

001-41196) filed with the Securities and Exchange

Commission on August 14, 2025).

Insider Trading and Disclosure Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-

K for the year ended December 31, 2024 (File No.

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

Subsidiaries of USCB Financial Holdings, Inc.

11 unchanged sentences

the Company’s Annual Report on

Form 10-K for the year ended

December 31, 2021,

Form 10-K for the year

ended December 31, 2021,

Comprehensive Income,

7 unchanged sentences

Furnished hereby.

USCB Financial Holdings, Inc.

Form 10-K Summary

40 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