Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision
and with the
participation of our management,
including our Chief Executive
Officer and our Chief
Financial
Officer,
we
evaluated
the
effectiveness
of
the
design
and
operation
of
the
Company’s
disclosure
controls
and
procedures
as
of
December 31,
2025.
Based
on
that
evaluation,
management
believes
that
the
Company’s
disclosure
controls
and
procedures
were
effective
to
collect,
process,
and
disclose
the
information
required
to
be
disclosed
in
the
reports filed or
submitted under
the Exchange
Act within
the required time
periods as of
the end of
the period covered
by
this Annual Report on Form 10-K.
This
annual
report
does
not
include
an
integrated
audit
report
of
the
Company's
registered
public
accounting
firm
regarding
internal
control
over
financial
reporting.
Management's
report
was
not
subject
to
audit
by
the
Company's
registered public accounting
firm pursuant
to the
rules of
the SEC
that permit
the Company,
as an
emerging growth company
to provide only management's report in this annual report.
Management’s Report on Internal Control
over Financial Reporting
Management is responsible for designing, implementing, documenting, and
maintaining an adequate system of internal
control over financial
reporting, as
such term
is defined
in the Exchange
Act. An
adequate system
of internal control
over
financial reporting encompasses the processes and procedures
that have been established by management to:
•
maintain records that accurately reflect the Company’s
transactions;
•
prepare
financial
statement
and
footnote
disclosures
in
accordance
with
U.S.
GAAP
that
can
be
relied
upon
by
external users; and
•
prevent and detect unauthorized acquisition, use or disposition of the Company's assets that could have a material
effect on the financial statements.
Management conducted
an evaluation
of the
effectiveness
of the
Company's
internal control
over financial
reporting
based on the criteria in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the
Treadway
Commission
(COSO).
Based
on
this
evaluation
under
the
criteria
in
Internal
Control-Integrated
Framework,
management concluded that
internal control over financial
reporting was effective
as of December 31,
2025. Furthermore,
during the conduct of its assessment, management identified no material weakness in
its financial reporting control system.
The Board of the Company,
through its Audit Committee, provides
oversight to management’s
conduct of the financial
reporting process.
The Audit
Committee, which
is composed
entirely of
independent directors,
is also
responsible for
the
appointment of the independent registered public
accounting firm. The Audit Committee also
meets with management, the
internal
audit
staff,
and
the
Company’s
independent
registered
public
accounting
firm
throughout
the
year
to
provide
assurance as to the adequacy of the financial
reporting process and to monitor the overall
scope of the work performed by
the internal audit staff and the independent registered
public accounting firm.
Because of its inherent limitations, the disclosure controls and
procedures may not prevent or detect misstatements.
A
control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the
objectives of the control system are met. Because
of the inherent limitations in all control systems, no
evaluation of controls
can provide absolute assurance that all control issues and instances of
fraud, if any,
have been detected. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
Changes in Internal Control Over Financial Reporting
There has been
no change in
our internal control
over financial reporting
(as defined in
Rules 13a-15(f) and
15d-15(f)
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
reporting.
Item 9B. Other Information
(a)
None
Table of Contents
125
USCB Financial Holdings, Inc.
2025 10-K
(b)
During
the
three
months
ended
December 31,
2025,
none
of
the
Company’s
directors
or
Section
16
reporting
officers
adopted
or
terminated
any Rule 10b5-1
trading arrangement or
non-Rule
10b5-1
trading arrangement (as
such terms are defined in Item 408 of the SEC’s
Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions
That Prevent Inspections
Not applicable.
Table of Contents
126
USCB Financial Holdings, Inc.
2025 10-K
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required
herein is incorporated
by reference from
the sections captioned
“Information with Respect
to
Nominees for Director
and Information About
Executive Officers”
and “Beneficial Ownership
of Common Stock
by Certain
Beneficial Owners and Management
– Delinquent Section 16(a) Reports”
in the Company’s Definitive
Proxy Statement for
the Annual Meeting
of Shareholders
currently expected
to be held
on May 26,
2026, is expected
to be
filed with the
SEC
within 120 days of December 31, 2025 (“2026 Definitive
Proxy Statement”).
The Company has
adopted a code
of ethics and
business conduct policy,
which applies to
all of its
directors, officers,
including its principal executive officer, principal financial officer, principal accounting officer,
and employees generally. The
Company will
provide a
copy
of its
code
of ethics
to any
person, free
of charge,
upon request.
Any requests
for a
copy
should
be
made
to
the
Corporate
Secretary,
USCB
Financial
Holdings,
Inc.,
2301
N.W.
87th
Avenue,
Doral,
Florida.
In
addition, a
copy
of the
Code of
Ethics is
available at
the Company’s
website
at www.uscentury.com
under
the “Investor
Relations” tab.
There
have
been
no
material
changes
to
the
procedures
by
which
shareholders
may
recommend
nominees
to
the
Company’s Board.
Item 11. Executive Compensation
The information
required herein
is incorporated
by reference
from the
sections captioned
"Executive Compensation"
and “Information with Respect to Nominees for Director and Information About Executive Officers – Corporate Governance
Principles and Board Matters” and “- Director Compensation”
in the Company’s 2026 Definitive Proxy
Statement.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder
Matters
Equity compensation Plan information
. 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
consists of
the 2015 Equity Incentive Plan (the “2015 Option Plan”)
which was approved by our shareholders.
Per Category
Number of
securities issued
or to be upon
exercise of
outstanding
options, warrants
and rights
(a) (1)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b) (1)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
Equity compensation plans approved by security holders
1,032,930
$
12.67
872,012
Equity compensation plans not approved by security holders
-
-
-
Total
1,032,930
$
12.67
872,012
(1)
Includes 406,263 shares subject to restricted stock awards
which were not vested as of December 31, 2025.
The
weighted average exercise price excludes
such restricted stock awards.
Security Ownership of Certain Beneficial Owners and
Management
. Information regarding security ownership
of certain beneficial owners and management is incorporated
by reference to “Beneficial Ownership of Common Stock
by
Certain Beneficial Owners and Management” in the 2026
Definitive Proxy Statement.
Item 13. Certain Relationships and Related Transactions,
and Director Independence
The information
required herein
is incorporated
by reference
from the
sections captioned
“Certain Relationships
and
Related
Party
Transactions”
and
“Information
with
Respect
to
Nominees
for
Director
and
Information
About
Executive
Officers” in the 2026 Definitive Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required herein is incorporated by reference
from the section captioned “Ratification of
Appointment of Independent Registered Public Accounting
Firm (Proposal Two)
– Audit Fees” in the 2026 Definitive Proxy
Statement.
Table of Contents
127
USCB Financial Holdings, Inc.
2025 10-K
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
List of documents filed as part of this Annual Report:
1)
Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations for the years ended
December 31, 2025 and 2024
Consolidated Statements of Comprehensive Income for
the years ended December 31, 2025 and 2024
Consolidated Statements of Changes in Stockholders'
Equity for the years ended December 31, 2025 and
2024
Consolidated Statements of Cash Flows for the years
ended December 31, 2025 and 2024
Notes to Consolidated Financial Statements
2)
Financial Statement Schedules:
Financial statement schedules are omitted as not required
or not applicable or because the information is
included in the Consolidated Financial Statements or notes
thereto.
(b)
List of Exhibits:
The exhibit list in the Exhibit Index is incorporated herein
by reference as the list of exhibits required as part of
this Annual Report on Form 10-K.
Table of Contents
128
USCB Financial Holdings, Inc.
2025 10-K
EXHIBIT INDEX
Exhibit
Number
Description of Exhibit
2.1
Agreement and Plan of Share Exchange, dated December 27, 2021, by and between U.S. Century Bank and USCB Financial
Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41196)
filed with the Securities and Exchange Commission on December 30, 2021).
3.1
Articles of Incorporation of USCB Financial Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly
Report on Form 10-Q (File No. 001-41196) filed with the Securities and Exchange Commission on August 11, 2023).
3.2
Amended and Restated Bylaws of USCB Financial Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s
Current Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange Commission on July 26, 2023).
4.1
Side Letter Agreement, dated December 30, 2021, between USCB Financial Holdings, Inc., U.S. Century Bank, Priam Capital
Fund II, LP, Patriot Financial Partners II, L.P. and Patriot Financial Partners Parallel II, L.P. (incorporated by reference to Exhibit
4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange Commission
on December 30, 2021).
4.2
Registration Rights Agreement, dated March 17, 2015, between U.S. Century Bank, Priam Capital Fund II, LP, Patriot Financial
Partners II, L.P., Patriot Financial Partners Parallel II, L.P., and certain other shareholders of U.S. Century Bank (incorporated
by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 001-41196) filed with the Securities and
Exchange Commission on December 30, 2021).
4.3
Assignment and Assumption of Agreement, dated December 30, 2021, between U.S. Century Bank and USCB Financial
Holdings, Inc. (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 001-41196)
filed with the Securities and Exchange Commission on December 30, 2021).
4.4
Description of USCB Financial Holdings, Inc.’s securities (incorporated by reference to Exhibit 4.4 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2023 (File No. 001-41196) filed with the Securities and Exchange
Commission on March 22, 2024).
4.5
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).
4.6
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).
4.7
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).
10.1
U.S. Century Bank Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K (File No. 001-41196) filed with the Securities and Exchange Commission on
December 30, 2021).
*
10.2
Amended and Restated Employment Agreement by and among USCB Financial Holdings, Inc., U.S. 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
1, 2023).*
10.3
Amended and Restated Employment Agreement by and among USCB Financial Holdings, Inc., U.S. 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,
2023).*
10.4
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).*
10.5
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).*
10.6
Amended and Restated Change in Control Agreement between U.S. Century Bank and William Turner dated as of December
10, 2025*, **
10.7
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 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
4, 2026).*
10.8
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
30, 2026).*
10.9
Change in Control Agreement between U.S. 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).*
10.10
Change in Control Agreement between U.S. Century Bank and Andres Collazo dated as of January 2, 2026. *,**
10.11
Change in Control Agreement between U.S. Century Bank and Oscar Gomez dated as of December 29, 2025. *,**
10.12
Change in Control Agreement between U.S. Century Bank and Martha Guerra-Kattou dated as of December 29, 2025. *,**
Table of Contents
129
USCB Financial Holdings, Inc.
2025 10-K
10.13
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).
19.1
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
14, 2025).
21.1
Subsidiaries of USCB Financial Holdings, Inc.
**
23.1
Consent of Crowe LLP, Independent Registered Public Accounting Firm.
**
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
**
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
**
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
***
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
***
97.1
Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for
the year ended December 31, 2023 (File No. 001-41196) filed with the Securities and Exchange Commission on March 22,
2024).
101
The following financial statements from
the Company’s Annual Report on
Form 10-K for the year
ended December 31, 2021,
formatted
in
Inline
XBRL:
(i)
Consolidated
Balance
Sheets,
(ii)
Consolidated
Statements
of
Operations,
(iii)
Consolidated
Statements
of
Comprehensive Income,
(iv) Consolidated
Statements of
Changes in
Stockholders’ Equity,
(v)
Consolidated
Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Management contract or compensatory plan or arrangement.
**
Filed herewith.
***
Furnished hereby.
Item 16. Form 10-K Summary
None.
Table of Contents
130
USCB Financial Holdings, Inc.
2025 10-K
SIGNATURES
Pursuant to the requirements of the Exchange
Act, the registrant has duly caused this report
to be signed on its behalf
by the undersigned thereunto duly authorized.
USCB FINANCIAL HOLDINGS, INC.
Date: March 13, 2026
By:
/s/ Luis de la Aguilera
Luis de la Aguilera
President, Chief Executive Officer,
and Chairman
Pursuant to the requirements
of the Exchange Ac,
this report has been
signed by the following
persons in the capacities
and on the dates indicated.
Signature
Title
Date
/s/ Luis de la Aguilera
Chairman, President, and Chief Executive
Officer (Principal Executive Officer)
March 13, 2026
Luis de la Aguilera
/s/ Robert Anderson
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
March 13, 2026
Robert Anderson
/s/ Aida Levitan
Director
March 13, 2026
Aida Levitan
/s/ Howard Feinglass
Director
March 13, 2026
Howard Feinglass
/s/ Kirk Wycoff
Director
March 13, 2026
Kirk Wycoff
/s/ Ramon A. Abadin
Director
March 13, 2026
Ramon A. Abadin
/s/ Bernardo B. Fernandez
Director
March 13, 2026
Bernardo B. Fernandez
/s/ Ramon A. Rodriguez
Director
March 13, 2026
Ramon A. Rodriguez
/s/ Maria C. Alonso
Director
March 13, 2026
Maria C. Alonso
/s/ Robert E. Kafafian
Director
March 13, 2026
Robert E. Kafafian