USCB FINANCIAL HOLDINGS, INC.

This

Annual

Report

on

Form

10-K

that

are

not

in

nature

are

to

be,

and

are

hereby identified as, forward-looking

statements for purposes of

the safe harbor provided by

Section 21E of the Securities

Act

of

1934,

as

amended

(“Exchange

Act”).

The

words

“may,”

“will,”

“anticipate,”

“could,”

“should,”

“would,”

“believe,”

“contemplate,”

“expect,”

“aim,”

“plan,”

“estimate,”

“continue,”

and

“intend,”

as

well

as

other

similar

words

and

expressions of

the future,

are intended

to identify

These forward-looking

include

related

to

our

projected

growth,

anticipated

future

and

performance goals, as well as statements relating

to the anticipated effects on results

of operations and financial condition

from expected

developments or events,

or business

and growth

strategies, including anticipated

internal growth and

balance

sheet restructuring.

These forward-looking statements involve significant risks and uncertainties that could cause our actual results to differ

materially from those anticipated in such statements.

Potential risks and uncertainties include, but are not

limited to:

•

the strength of the United States economy

in general and the strength of the local

economies in which we conduct

•

our ability to successfully manage interest rate risk, credit

risk, liquidity risk, and other risks inherent to our industry;

•

the accuracy of our financial statement estimates and assumptions, including the estimates used for our credit loss

reserve and deferred tax asset valuation allowance;

•

the efficiency and effectiveness of our

internal control environment;

•

extensive laws

to which

we are

subject, including

the laws

jurisdiction where we operate;

•

adverse

changes

or

in

the

capital

and

actual

or

stresses

in

the

banking industry;

•

deposit attrition and the level of our uninsured deposits;

•

legislative or regulatory

changes and changes

in accounting

principles, policies,

practices or guidelines,

the on-going effects of the implementation of the

Current Expected Credit Losses (“CECL”);

•

the lack of a significantly diversified loan portfolio and concentration in the South Florida market, including the risks

of geographic, depositor,

and industry concentrations,

including our concentration

in loans secured by

in particular, commercial real estate;

•

the effects of climate change;

•

the concentration of ownership of our common stock;

•

fluctuations in the price of our common stock;

•

our ability to fund or access the capital markets at attractive

rates and terms and manage our growth, both organic

growth as well as growth through other means, such as

future acquisitions;

•

inflation, interest rate, unemployment rate, market, and monetary

fluctuations;

•

impacts of international hostilities and geopolitical events;

•

and

its

effect

on

the

pricing

of

our

and

as

well

as

our

net

rate

spread and net interest margin;

•

the loss of key employees;

•

the effectiveness of our risk management strategies, including operational risks, including, but not limited to, client,

employee, or third-party fraud and cybersecurity breaches;

and

•

other

risks

described

in

this

Annual

Report

on

Form

10-K

and

other

filings

we

make

with

the

Securities

and

Exchange Commission (“SEC”).

All

are

only

of

future

results,

and

there

can

be

no

that

actual results will

not differ

materially from expectations.

Therefore, you are

cautioned not to

place undue reliance

on any

this

on Form

10-K are

made

only

as of

the

date

hereof,

and

we

undertake

no

to

update

or

revise

any forward

-looking

to reflect

events or circumstances after the date on which the statement is made or to

reflect the occurrence of unanticipated events,

unless required to do so under

the federal securities laws. You

should also review the risk

factors described in this Annual

Report on

and in

the reports

has filed

or will

file with

the SEC

and, for

periods

the completion of

the bank holding

company reorganization in

2021, U.S.

Century Bank filed

Federal Deposit

Insurance Corporation (“FDIC”).