What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 428 added, 592 removed, 1080 unchanged (49% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share data)

September 30, 2025

March 31, 2026

December 31, 2025

20 unchanged sentences

Federal Home Loan Bank advances

Subordinated notes

Subordinated notes, net

Lease liability

5 unchanged sentences

per share liquidation preference;

issued and outstanding as of September 30, 2025

issued and outstanding as of March 31, 2026

and December 31, 2025

1 unchanged sentence

per share liquidation preference;

issued and outstanding as of September 30, 2025

issued and outstanding as of March 31, 2026

and December 31, 2025

1 unchanged sentence

per share liquidation preference;

issued and outstanding as of September 30, 2025

issued and outstanding as of March 31, 2026

and December 31, 2025

1 unchanged sentence

shares authorized;

outstanding as of September 30, 2025,

outstanding as of March 31, 2026,

issued and outstanding as of December

1 unchanged sentence

shares authorized;

outstanding as of September 30, 2025 and

December 31, 2024

outstanding as of March 31, 2026 and December

Additional paid-in capital on common stock

11 unchanged sentences

except per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Interest income:

16 unchanged sentences

Non-interest income:

(Loss) gain on sale of securities available for

Gain on sale of securities available for sale, net

Gain on sale of loans held for sale, net

11 unchanged sentences

Per share information:

Net income per share, basic

Net income per share, diluted

Earnings per share, basic

Earnings per share, diluted

Cash dividends declared

7 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Other comprehensive income:

Unrealized gain on investment securities

Other comprehensive (loss) income:

Unrealized (loss) gain on investment securities

Reclassification adjustment for amortization of net

unrealized losses on

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

Reclassification adjustment for realized losses (gains)

included in net

Unrealized loss on cash flow hedge

Total other comprehensive income, net of tax

unrealized losses on securities transferred from available-

for-sale to held-to-maturity

Reclassification adjustment for realized gains included

in net income

Unrealized gain (loss) on cash flow hedge

Total other comprehensive (loss) income, net of tax

Total comprehensive income

13 unchanged sentences

Stockholders'

Balance at June 30, 2025

Other comprehensive income

Repurchase of Class A common stock

( 2,000,000 )

Exercise of stock options

Dividend payment

Stock-based compensation

Balance at September 30, 2025

Balance at June 30, 2024

Other comprehensive income

Repurchase of Class A common stock

Dividend payment

Stock-based compensation

Balance at September 30, 2024

Additional Paid-in

Capital on Common

Accumulated Other

Comprehensive

Stockholders'

Balance at December 31, 2025

Other comprehensive income

Other comprehensive loss

Repurchase of Class A common stock

( 2,009,671 )

Restricted stock issued

2 unchanged sentences

Stock-based compensation

Balance at September 30, 2025

Balance at March 31, 2026

Balance at December 31, 2024

2 unchanged sentences

Restricted stock issued

Restricted stock forfeiture

Exercise of stock options

1 unchanged sentence

Stock-based compensation

Balance at September 30, 2024

Balance at March 31, 2025

The accompanying notes are an integral

5 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

6 unchanged sentences

Stock-based compensation

(Loss) gain on sale of available for sale securities,

Gain on sale of available for sale securities,

Gain on sale of loans held for sale, net

3 unchanged sentences

life insurance

Decrease in deferred tax assets

Amortization of subordinated debt issuance

Deferred income tax expense (benefit)

Net change in operating assets and liabilities:

23 unchanged sentences

Net increase in deposits

Proceeds from subordinated notes

Proceeds from FHLB advances

1 unchanged sentence

Net cash provided by financing activities

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning

10 unchanged sentences

USCB Financial Holdings,

a Florida corporation

incorporated in 2021,

holding company with

Inc., a Florida

corporation incorporated

a bank holding

wholly owned subsidiary,

29 unchanged sentences

Use of Estimates

financial statements in conformity with U.S.

management makes estimates and assumptions based

estimates and

assumptions affect

the financial

consolidated financial statements.

significant estimate impacting

the Company’s consolidated

financial statements

is the allowance for credit losses (“ACL”).

Reclassifications

3 unchanged sentences

Recently Issued Accounting Standards

Adoption of New Accounting Standards

Improvements to Income Tax

2023-09, Income Taxes (Topic

Improvements to Income Tax Disclosures.

This ASU pertains to disclosures regarding

effective tax rates

and cash income

taxes paid with

the goal of providing

stakeholders with more

transparent and relevant

ASU is effective

business entities

periods beginning

after December

Company adopted this ASU 2023-09 effective January 1, 2025.

The adoption of

this ASU did not have a material impact on

the Company’s consolidated financial statements.

There were no

recently issued accounting

standards adopted or

issued during the

period that are

expected to have

material impact on the Company’s consolidated financial

USCB FINANCIAL HOLDINGS, INC.

9 unchanged sentences

value of investment securities at the dates indicated (in

September 30, 2025

March 31, 2026

Available-for-sale:

5 unchanged sentences

Bank subordinated debt securities

March 31, 2026

Held-to-maturity:

14 unchanged sentences

Bank subordinated debt securities

December 31, 2025

Held-to-maturity:

14 unchanged sentences

is retained in

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

other comprehensive

7 unchanged sentences

portfolios in 2022.

During the quarter ended

September 30, 2025, there

investment securities that

were transferred from

September 30,

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

securities transferred in

months ended September

At September 30,

2025, the fair value of the

transferred securities was $

million and the balance of

unrealized loss was $

For the quarter

ended September 30,

2024, total amortization

unrealized losses

on securities

transferred from

ended September

September 30,

transferred securities

net unrealized

During the quarter ended March 31, 2026, there were

investment securities that were transferred from AFS to HTM.

For three months ended March 31, 2026, total amortization

out of AOCL for net unrealized losses on securities

in 2022 from AFS to HTM

thousand and $

thousand for the three months

ended March 31, 2025.

2026, the fair value

of the transferred securities

million and the balance

of the remaining unamortized

The measurement of expected credit losses under the current expected credit loss (“CECL”) methodology is applicable

9 unchanged sentences

Agency issued bonds

Government is

sufficient to

conclude that

securitizations.

ImpairmentStudio.

as HTM, the explicit guarantee of the

Government is sufficient

to conclude that an allowance for

credit loss reserve is

agency securitizations.

calculates quarterly the loss reserve

utilizing Moody’s ImpairmentStudio.

Moody’s baseline

16 unchanged sentences

ratings are monitored

by the Company on

at least a quarterly basis.

As of September 30, 2025

and December 31, 2024,

all HTM securities held

by the Company were rated investment grade.

HTM securities

by the Company on at least

a quarterly basis.

As of March 31, 2026

and December 31, 2025, all HTM securities held by

Company were rated investment grade.

Agency issued

and mortgage-backed securities.

Because of the explicit

and/or implicit guarantee

on these bonds, the

Company holds

mortgage-backed

The remaining

in investment

corporate bonds.

The required reserve for these

holdings is determined each quarter using the model described above.

the portion of the HTM exposed to non-government

credit risk, the Company utilized the PD/LGD

methodology to estimate

thousand ACL as of September

The book value

for debt securities classified

as HTM represents amortized

cost less the ACL related to these securities.

corporate bonds that mature in May of

The required reserve for these holdings

is determined each quarter using the

non-government

PD/LGD methodology

debt securities

classified as

represents amortized cost less the ACL related to these securities.

The Company’s investment portfolio

15 unchanged sentences

that no allowance was required on AFS securities as of

September 30, 2025.

March 31, 2026.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

Information pertaining

9 unchanged sentences

dates (in thousands):

September 30, 2025

March 31, 2026

Less than 12 months

7 unchanged sentences

Bank subordinated debt securities

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

December 31, 2025

21 unchanged sentences

observed declines

attributable to deterioration in the

deterioration

creditworthiness.

Similarly, the decrease in fair value of bank

subordinated debt securities

is primarily driven

in market interest

on management’s

evaluation of

these factors,

management believes

unrealized losses

debt securities

the unrealized

are attributable

to fluctuations

market spreads and interest rate movements, rather than adverse

changes in the underlying credit quality of the issuers.

fluctuations in market spreads and interest rate movements, rather than adverse changes in the underlying credit quality of

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

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 three and nine months

ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

calls of AFS debt securities for the three months ended

March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Available-for-sale:

Proceeds from sale and call of securities

Net realized gain (loss)

Net realized gain

The amortized

13 unchanged sentences

Held-to-maturity

September 30, 2025:

March 31, 2026:

Due within one year

6 unchanged sentences

Mortgage-backed securities - commercial

At September 30,

securities held

portfolio from

At March 31, 2026, there were no securities held in the portfolio from any

one issuer in an amount greater than 10% of

stockholders’

equity other than

Agency issued securities.

collateralized mortgage obligations

and mortgage-backed securities

at September 30, 2025 and

and mortgage-backed

securities at

March 31, 2026 and

December 31, 2025 were

issued by U.S.

Government entities.

3 unchanged sentences

municipalities,

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

September 30, 2025, and

% for the quarter daily average balance

for quarter ended December 31, 2024.

The Bank must

also maintain a minimum amount of pledged securities

to be in the public funds program.

September 30,

pledged to the State of Florida for these public funds were

securities pledged to the

State of Florida at

quarter daily average balance

for quarters ended March 31,

December 31, 2025.

minimum amount

securities to

funds program.

As of March 31,

million in deposits

under the public

funds program and

to the State of Florida for these public funds were

bonds with an aggregate fair value of $

4 unchanged sentences

bonds with an aggregate fair value of $

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

The following table is a summary of the distribution of loans

held for investment by type (dollars in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

7 unchanged sentences

Allowance for credit losses

At September 30, 2025

and December 31, 2024,

the Company had

million and $

million, respectively,

respectively,

commercial real estate and residential mortgage

loans pledged as collateral for lines of

credit with the Federal Home Loan

loans pledged as collateral for lines

of credit with the Federal Home Loan

Bank (“FHLB”) of Atlanta and the Federal Reserve Bank

5 unchanged sentences

DCF method uses a loss

driver analysis (“LDA”)

and DCF analyses.

Management engaged advisors

and consultants with expertise

driver analysis

DCF analysis.

Management engaged

with expertise

in CECL model

31 unchanged sentences

Changes in lending management, among others

Changes in the loan review system

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q1 2026 Form 10-Q

Changes in the

three and nine

months ended September 30,

2025 and 2024

were as follows

(in thousands):

Changes in the ACL for the three months ended March

31, 2026 and 2025 were as follows (in thousands):

Correspondent

Three Months Ended September 30,

Beginning balance

Provision for credit losses

Ending Balance

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Beginning balance

2 unchanged sentences

(1) Provision for credit losses excludes a $

thousand provision due to unfunded commitments included in accrued interest and other

liabilities and a $

thousand release related to investment securities held to maturity.

(2) Provision for credit losses excludes a $

thousand provision due to unfunded commitments included in accrued interest and

2 unchanged sentences

Correspondent

Three Months Ended September 30,

Beginning balance

Provision for credit losses

Ending Balance

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Beginning balance

2 unchanged sentences

(1) Provision for credit losses excludes a $

thousand provision due to unfunded commitments included in accrued interest and

other liabilities and a $

thousand provision due to unfunded commitments included in accrued interest and other

liabilities and a $

thousand release related to investment securities held to maturity.

(2) Provision for credit losses excludes a $

thousand provision due to unfunded commitments included in accrued interest and

other liabilities.

million compared

increase of $

thousand in the ACL was due to loan growth.

September 30,

December 31, 2025.

thousand increase in the ACL was

primarily attributable to loan portfolio growth, partially offset by

lower expected loss rates

resulting from improvements in the economic forecast.

loans for the

ended March 31,

originated in

Charge-offs for the three months ended March

31, 2025 totaled $

thousand and were all originated in 2025.

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q1 2026 Form 10-Q

Charge-offs for the nine months ended September

30, 2024 totaled $

thousand and were all originated in 2024.

the outstanding balances

in the specified

loan categories

as of September

The ACL and the outstanding

balances in the specified

loan categories as of March

31, 2026 and December 31,

are as follows (in thousands):

1 unchanged sentence

Correspondent

September 30, 2025:

March 31, 2026:

Allowance for credit losses:

53 unchanged sentences

presented below for the periods indicated (in thousands):

As of September 30, 2025

As of March 31, 2026

Term Loans by Origination Year

15 unchanged sentences

Residential real estate

Special Mention

Commercial real estate

Special Mention

Commercial and

Special Mention

Correspondent banks

17 unchanged sentences

tables include

accruing loans

of September 30,

and December 31, 2024 (in thousands):

As of September 30, 2025

total non-accruing

December 31, 2025 (in thousands):

As of March 31, 2026

Residential real estate:

28 unchanged sentences

Non-accrual Status

The following table includes

the amortized cost basis of loans

on non-accrual status as of

September 30, 2025 and as

of December 31, 2024 (in thousands):

September 30, 2025

The following

table includes

the amortized

on non-accrual

December 31, 2025 (in thousands):

March 31, 2026

Loans With No

9 unchanged sentences

Commercial and industrial

Consumer and other

Accrued interest

2 unchanged sentences

interest income

September 30,

Interest income on these loans for the three months ended September 30, 2025 and 2024, would have been

attributable to non-accrual loans outstanding during the three

months ended March 31, 2026 and 2025.

Interest income on

these loans for the three months ended March

31, 2026 and 2025, would have been

approximately $

1 unchanged sentence

thousand, respectively,

had these loans

performed in accordance

with their original

ended September

been approximately

thousand and $

thousand, respectively,

had these loans performed in accordance with their

12 unchanged sentences

loans related

financial difficulty by type of collateral as of September

financial difficulty by type of collateral as of March

31, 2026 and December 31, 2025 (in thousands):

September 30, 2025

March 31, 2026

Collateral Type

2 unchanged sentences

Residential real estate

Commercial and industrial

December 31, 2025

Collateral Type

Residential Real Estate

Specific Reserve

Consumer and other

Residential real estate

Management evaluates

4 unchanged sentences

collateral method

allowance for

the difference

collateral and

amortized cost

final collateral

investment of

reserve amount

is calculated.

the collateral

and amortized

collateral valuation

investment of

loan, no reserve is determined.

amortized cost

the collateral

amortized cost

basis of the loan, no reserve is determined.

Loan Modifications to Borrowers Experiencing Financial

March 31, 2026.

The Company had

no new modifications

experiencing financial

difficulties for

the three and

September 30,

borrowers experiencing

financial difficulties

ended September

The following

table presents

newly restructured

modification, which

occurred during

September 30,

Recorded Investment Prior to Modification

Recorded Investment After Modification

new modifications to

borrowers experiencing financial

difficulties for the

ended March 31, 2025.

The following table

presents newly restructured

type of modification,

which occurred during

the three months ended March 31, 2026 (in thousands):

Amortized Cost Basis Prior to Modification

Amortized Cost Basis After Modification

Modifications

3 unchanged sentences

Commercial and industrial

The loan modification

for the borrower

experiencing financial

difficulty at

September 30,

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

existing loan modifications that subsequently defaulted during either the three or the

nine months ended

September 30, 2025 and 2024.

principal and maturity modifications.

a principal reduction of $

thousand and a two-year extension of

existing loan modifications that subsequently

defaulted during the three months

ended March 31, 2026

USCB FINANCIAL HOLDINGS, INC.

4 unchanged sentences

in the following table for the periods indicated (in thousands):

Nine Months Ended September 30,

The actual income tax expense for the nine months ended

September 30, 2025 and 2024 differs from

the statutory tax

Three Months Ended March 31,

Pre-tax income:

Total pre-tax income

Current tax expense:

Deferred tax expense:

Deferred income tax expense (benefit)

income tax expense

expense for the periods (computed by applying the U.S.

2 unchanged sentences

to income before income tax expense) as follows (in thousands):

Nine Months Ended September 30,

Federal taxes at statutory rate

Three Months Ended March 31,

Computed tax at the statutory federal income tax rate

Increase (decrease) resulting from:

State income taxes, net of federal tax benefit

Bank owned life insurance

Bank owned life insurance income

Benefit from stock-based compensation

Section 162(m) limitation

Other adjustments, net

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

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

The Company’s deferred tax assets and deferred

tax liabilities as of the dates indicated were (in thousands):

September 30, 2025

tax liabilities as of the dates indicated were (in

March 31, 2026

December 31, 2025

4 unchanged sentences

Unrealized losses on available for sale securities

Depreciable property

Equity compensation

Cash flow hedge

Deferred tax assets:

3 unchanged sentences

Deferred expenses

Cash flow hedge

Depreciable property

Deferred tax liabilities

12 unchanged sentences

differences become deductible.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

Management considers the scheduled reversal

10 unchanged sentences

by tax authorities for years before 2022.

September 30, 2025

and 2024, the

unrecognized tax

as a result of

tax positions taken during a prior

period or during the current period.

For the three months

ended March 31, 2026

unrecognized tax benefits

tax positions

current period.

Additionally,

interest or penalties were

recorded as a result of tax uncertainties.

significant provisions, such as the permanent extension of certain expiring provisions of

the Tax Cuts and Jobs Act enacted

in 2017, modifications to the international

tax framework and the restoration of

favorable tax treatment for certain business

provisions, in particular the depreciation

of capital asset additions.

legislation has multiple effective

dates, with certain

provisions effective

implemented through

currently assessing

preliminarily

significantly

effective income tax rate.

OFF-BALANCE SHEET ARRANGEMENTS

24 unchanged sentences

represented by the contractual amount of these commitments.

September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026

December 31, 2025

38 unchanged sentences

individual interest rate swap agreements.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

Interest Rate Swaps Designated as a Cash Flow Hedge

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

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

hedge remains effective.

As of September 30, 2025,

the Company had

interest rate swap

agreements with a

notional aggregate amount

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

The interest rate swap agreements have an

compound USD SOFR being received.

As of December

the Company had

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 USD SOFR being received.

designated as cash flow hedges of two three-month brokered CDs.

The derivatives

are based on the USD SOFR overnight

weighted average

%, effectively

defined range of interest rate outcomes without requiring an upfront premium.

costless collar hedges have an average

collar hedges

average floor

%, effectively

creating a defined range of interest rate outcomes without requiring an upfront

The costless collar hedges had an

average maturity of

March 31, 2026,

interest rate

swap agreement

notional aggregate

was designated

a certificate

agreement, the

variable rate

average three

months compounded

The swap has a remaining maturity of

interest rate

swap agreement

notional aggregate

million that was designated

as cash flow hedge

of a certificate of deposit.

Under the agreement, the

Company pays a

variable rate

average three

months compounded

The swap had a maturity of

The Company unwound

interest rate swap designated as a cash flow hedge of

asset-liability

termination income to

unwind the fair value

swaps totaled $

maturity of the cash

flow interest rate

swap was April 2026.

these interest

3 unchanged sentences

gains or losses are realized.

Interest Rate Swaps Designated as Fair Value

The Company had

interest rate swap

agreements designated

as fair value

hedges at September

the quarter ended September 30, 2024,

the Company unwound

fair value interest rate swaps with

a notional aggregate

interest rate

forecasts and

liability management

early termination

swaps totaled

fee allocated to

each loan category

is being amortized

over the remining

hedge loans on

a monthly straight-line

loan interest

of Operations

The remaining

unamortized termination fee as

of September 30, 2025

The original maturities

of these fair value

swaps were between 2025 and

The fair value interest

rate swap agreements had

an average maturity of

at the date of their termination.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

Interest Rate Swaps

The Company enters into interest rate swaps with its loan customers.

The Company enters into

interest rate swaps

with its loan

The Company had

interest rate swaps

customers with

notional amount

September 30,

December 31, 2024, respectively.

At September 30, 2025,

these interest rate swaps mature

between 2025 and 2051.

respectively.

Company entered

10 unchanged sentences

do not qualify as hedges for accounting purposes.

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

The following table reflects the Company’s

1 unchanged sentence

Balance Sheet Location

September 30, 2025:

March 31, 2026:

Derivatives designated as cash flow hedges:

9 unchanged sentences

Interest rate swaps

Other assets/Accrued interest and

other liabilities

Derivatives not designated as hedging instruments:

65 unchanged sentences

generally include

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

equity securities that

17 unchanged sentences

no market activity

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

is determined

22 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

1 unchanged sentence

classified within Level 2 of the hierarchy.

September 30, 2025 and December 31, 2024 for each

of the fair value hierarchy levels (in thousands):

September 30, 2025

March 31, 2026 and December 31, 2025 for each of the

fair value hierarchy levels (in thousands):

March 31, 2026

December 31, 2025

16 unchanged sentences

on a Nonrecurring Basis

liabilities measured at fair value on a nonrecurring basis.

At March 31, 2026 and

December 31, 2025, the

t have any assets

or liabilities measured at

on a nonrecurring basis.

Items Not Measured at Fair Value

5 unchanged sentences

not carried at fair

value as of September 30, 2025 and December 31, 2024

(in thousands):

value as of March 31, 2026 and December 31, 2025 (in

Fair Value Hierarchy

September 30, 2025:

March 31, 2026:

Financial Assets:

10 unchanged sentences

FHLB advances

Subordinated notes

Subordinated notes, net

Accrued interest payable

3 unchanged sentences

Interest-bearing deposits in banks

Investment securities held to maturity

Investment securities held to maturity, net

Loans held for investment, net

6 unchanged sentences

FHLB advances

Subordinated notes, net

Accrued interest payable

STOCKHOLDERS’ EQUITY

During the three months ended September 30 2025, the

Company repurchased

million shares of Class A common

certain institutional shareholders

through privately negotiated

transactions, at a

weighted average price

aggregate purchase

these transactions

was approximately

supplemental and not

Company’s two previously announced

stock repurchase programs.

the nine months

purchase price for

these transactions

was approximately $

thousand including

transaction costs.

As of September

shares remained authorized for repurchase under the

Company’s two stock repurchase programs.

Collateral Dependent Loans Measured for

Expected Credit Losses:

Fair values of collateral-dependent yacht

and real estate loans

are based on recent

boat and real estate

appraisals less estimated costs of

sale, repossession, and/or

holding costs.

its evaluation

income approach or a combination of methodologies.

The fair value of collateral dependent loans considered Level

3 in the fair value hierarchy was $

reserve as of

March 31, 2026 and $

specific reserve as of December 31, 2025.

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q1 2026 Form 10-Q

ended September

approximately $

thousand, including

transaction costs.

During the nine

months ended September

30, 2024, Company

purchase price for these transactions was approximately $

thousand, including transaction costs

restricted stock awards issued in the three months ended September

During the nine months

ended September

as restricted

stock awards pursuant to the Company’s 2015 equity

incentive plan.

ended September 30, 2024 the Company issued

shares of Class A common stock to employees as restricted stock

awards pursuant to the Company’s 2015 equity incentive

The number of shares of the Company’s Class A common

stock issued and outstanding as of September 30, 2025 and

STOCKHOLDERS’ EQUITY

During the three

March 31, 2026,

the Company repurchased

Class A common

at a weighted

aggregate purchase

these transactions

was approximately

including transaction

repurchase programs.

shares remained

for repurchase

the 2024 share repurchase program.

The Company’s

2022 share repurchase program has been fully utilized.

During the three months ended March 31,

2025, the Company repurchased

shares of Class A common stock

a weighted average cost

per share of $

The aggregate purchase price

for these transactions was approximately $

repurchase programs.

March 31, 2025,

shares remained

for repurchase

two stock repurchase programs.

employees as restricted stock awards pursuant to the Company’s

2015 equity incentive plan.

employees as restricted stock awards pursuant to the Company’s

2015 equity incentive plan.

December 31, 2025 were

4 unchanged sentences

generally limited

income of the current year combined with

the Company’s

retained income for the preceding two years,

as defined by state

income for the current year combined with the Company’s

retained income for the preceding two years, as defined by state

amount of current

5 unchanged sentences

primary source of

funds to fund

dividends by the

funds to fund dividends

paid by the Company.

It is likely that

these factors would

further limit

the amount of dividends which the

Company could legally declare.

In addition, bank regulators

have the authority to prohibit

banks and bank holding companies from paying dividends if they

deem such payment to be an unsafe or

unsound practice.

dividends which

could legally

addition, bank

regulators have

the authority

prohibit banks and bank holding companies

from paying dividends if they deem such

payment to be an unsafe or unsound

As of March 31, 2026, the

Company was not subject to any

formal supervisory restrictions on its ability

to pay dividends

but will notify the Federal

Reserve Bank of Atlanta

in advance of any proposed

dividend to the Company's

stockholders in

Bank's negative

retained earnings.

under applicable

FDIC regulations

prior approval

dividend or other capital distribution from the Bank to the

light of the Bank's negative retained earnings.

In addition, under applicable FDIC regulations and policy,

because the Bank

has negative retained

earnings, it must

obtain the prior

approval of the

FDIC before effecting a

cash dividend or other

distribution from the Bank to the Company.

The following table details the dividends declared and paid by

the Company for the periods presented:

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Declaration Date

4 unchanged sentences

March 5, 2026

April 21, 2025

July 21, 2025

August 15, 2025

September 5, 2025

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Declaration Date

4 unchanged sentences

March 5, 2025

April 22, 2024

July 22, 2024

August 15, 2024

September 5, 2024

“well-capitalized”

guidelines as of September 30, 2025 and December 31,

At September 30, 2025, the total risk-based

capital ratio for

companies because the Company is deemed to be a small

bank holding company.

See Note 12, Subsequent Events, for information regarding

dividends declared in October 2025.

guidelines as of March 31, 2026 and December 31, 2025.

At March 31, 2026, the total risk-based capital ratio

because the Company is deemed to be a small bank holding

USCB FINANCIAL HOLDINGS, INC.

2 unchanged sentences

Q1 2026 Form 10-Q

See Note 11, Subsequent

Events, for information regarding dividends declared in April 2026.

EARNINGS PER SHARE

18 unchanged sentences

include common

stock options and are only included in the calculation of diluted

EPS when their effect is dilutive.

months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

stock options which are only included in the calculation

of diluted EPS when their effect is dilutive.

The following table reflects the calculation of net income

available to common shareholders for the three months ended

March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

Net income available to common shareholders

The following table reflects the calculation of basic and diluted earnings per common share class for the three and nine

months ended September 30, 2025 and 2024 (in thousands,

except share amounts):

Three Months Ended September 30,

Nine Months Ended September 30,

The following table reflects

the calculation of basic and

diluted earnings per common

share class for the

ended March 31, 2026 and 2025 (in thousands, except

share amounts):

Three Months Ended March 31,

Net income available to common shares

10 unchanged sentences

restricted stock awards that are participating

securities because the amounts that

would be allocated are not material to net income

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

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 - Unaudited

USCB Financial Holdings, Inc.

Q1 2026 Form 10-Q

LOSS CONTINGENCIES

9 unchanged sentences

on the Company’s Consolidated Financial Statements

USCB FINANCIAL HOLDINGS, INC.

Notes to the Consolidated Financial Statements - Unaudited

USCB Financial Holdings, Inc.

Q3 2025 Form 10-Q

RELATED PARTY

In the ordinary course of business, principal officers,

directors, and affiliates may engage in transactions

Loan Purchases

During the nine months ended September 30, 2025,

the Bank purchased $

million from entities that deemed to be

related parties.

The Bank paid those entities net fees of

During the nine months ended September 30, 2024,

the Bank purchased $

million of loans from entities that are

deemed to be related parties.

The Bank paid those entities

Loan Originations

During the nine months ended September 30, 2025, the

Bank acted as the lead arranger in a $

million syndicated

loan extended to an entity deemed to be a related party.

As of September 30, 2025, the Bank held an outstanding

million related to this transaction.

In connection with the syndication,

the Bank received a

commitment fee and will earn a

-basis point annual servicing fee.

The other two 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 policy,

this transaction was reviewed by the appropriate departments

in accordance with Company

Detailed analyses were presented to the Board of Directors

and the Audit and Risk Committee, and all

necessary approvals were obtained.

Additional analysis

was conducted to determine that the transaction was executed

the ordinary course of business and on arm’s-length terms,

consistent with the requirements of Regulation O.

loan originations or syndications extended to entities deemed

to be related parties for the year ended

December 31, 2024.

SUBSEQUENT EVENTS

announced that

quarterly cash

quarterly dividend for

the fourth quarter

Class A common

stock and will

5, 2025, to stockholders of record as of the close of business

on November 14, 2025.

20, 2026, the

Company announced that

declared its quarterly

cash dividend.

is in the amount of $

per share of Class A common

stock and will be paid

on June 5, 2026, to stockholders

as of the close of business on May 15, 2026.

USCB Financial Holdings, Inc.

1 unchanged sentence

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-Q

Item 1. Financial Statements