USCB FINANCIAL HOLDINGS, INC.
For the period ended Dec 31, 2024. Filed Mar 14, 2025.
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FY2024 · Filed Mar 14, 2025
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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).
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
Change in Control Agreement between U.S. Century Bank and Nicholas Bustle dated May 17, 2019*,
10.6
Change in Control Agreement between U.S. Century Bank and William Turner dated May 2, 2024*,
19.1
Insider Trading and Disclosure Policy
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,
.
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)
Balance
Sheets,
(ii)
of
Operations,
(iii)
of
Comprehensive Income,
(iv) Consolidated
Statements of
Stockholders’ Equity,
(v)
Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements.
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.
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