USCB FINANCIAL HOLDINGS, INC.
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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FY2025 · Filed Mar 13, 2026
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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).
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. *,
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).
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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