Management Change/Compensation (Form 8-K)

Item

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Not applicable.

(e)

Effective December 19, 2025, U.S. Century Bank (the "Bank"), the wholly owned subsidiary of the USCB Financial Holdings, Inc. (the "Company), and Nicholas Bustle, the Executive Vice President and Chief Lending Officer of the Bank, entered into an amended and restated change in control agreement ("Amended Agreement") which replaced his prior change in control agreement between the Bank and Mr. Bustle dated as of May 17, 2019 (the "Original Agreement"). The Amended Agreement was approved by the Compensation Committee of the Board of Directors ("Board") of the Bank.

The Amended Agreement has an initial term ending December 31, 2028 ("Initial Term"), and is subject to one-year extensions if approved by the Board of the Bank commencing December 31, 2026.

The Amended Agreement provides that, in the event of a change in control (as such term is defined in the Amended Agreement) occurring while Mr. Bustle remains employed by the Bank, the Bank will pay Mr. Bustle a lump sum payment equal to 1.0 times his annual base salary received during the one year period prior to the change in control, to be paid within 30 days of the consummation of the change in control. The payment is not contingent on Mr. Bustle remaining employed by the surviving entity subsequent to the change in control or his termination thereby. The severance payment is consistent with the severance payment structure and amount of the Original Agreement.

The Amended Agreement also conformed the definition of "change in control" to that used in other employment and change in control agreements entered into by the Bank and/or the Company. In addition, certain regulatory provisions were updated.

The Bank has entered into a similar amended and restated change in control agreement with William Turner, the Bank's Executive Vice President and Chief Credit Officer, and anticipates that it will enter into similar agreements with other executive officers.

The foregoing description of the Amended Agreement is qualified in its entirety by reference to the Amended Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference thereto.

(f)

Not applicable.