📜 🗳️ What This Document Is

This is a Proxy Statement (DEF 14A), which is a highly formal legal document filed with the SEC. Think of it as the company’s official report card for its shareholders before an annual vote. Its entire purpose is to inform shareholders about what votes they will cast and why those votes are recommended.

The filing announces the Annual Meeting of Shareholders for USCB Financial Holdings, Inc. on Tuesday, May 26, 2026, at 10:00 a.m., Eastern time. Because of the nature of the filing, this summary will focus on the proposals, the leadership structure, and the governance rules that affect your vote.

👉 Key Dates: Shareholders of record must be counted by the close of business on the Voting Record Date: April 6, 2026.

🏢 🏦 Who USCB Financial Holdings Is

USCB Financial Holdings, Inc. is the parent holding company that oversees U.S. Century Bank. In simple terms, it is a financial institution that provides banking services, primarily focusing on the South Florida market.

The company’s operations are centered around its subsidiary, U.S. Century Bank. This structure means the parent company holds and manages the resources and oversight for the actual bank, providing stability and centralized governance. The leadership team has deep roots in the regional South Florida banking community.

📅 🗓️ Annual Meeting Details and Voting Instructions

The core event for shareholders is the Annual Meeting, which is set to be completely virtual. The company believes that hosting a virtual meeting enhances access and provides cost savings for all participating shareholders.

The meeting will take place on Tuesday, May 26, 2026, at 10:00 a.m. Eastern time, exclusively via webcast at the link: https://meetnow.global/MXZLNNU. No physical meeting will be held.

👉 Voter Alert: To participate, you must be a registered holder (account held directly with Computershare Trust Company, N.A.) or a beneficial owner. If you are a beneficial owner (shares held by a broker), you must register in advance by contacting your broker/bank or registering online.

🗳️ ✅ What Shareholders Are Voting On

Shareholders attending the meeting will be asked to vote on two primary proposals, which govern the company's leadership and accountability for the upcoming year.

• Proposal One: Election of Directors: Shareholders will elect the company's directors for one-year terms expiring in 2027. The Board recommends voting FOR the election of all nominees listed.
• Proposal Two: Ratification of Auditor: Shareholders will vote to ratify the appointment of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 Why it matters: Electing directors determines who governs the company, while ratifying the auditor approves the firm responsible for checking the books and providing financial accountability.

🧑‍💼 👥 Board of Directors Nominees

The nominees running for election are all highly experienced industry professionals. The Board recommends voting FOR the reelection and election of these directors, citing their combined experience in law, finance, and healthcare.

• Luis de la Aguilera: A significant presence, serving as Chief Executive Officer and President of U.S. Century Bank since 2015. His background includes leading TotalBank through its reorganization and recapitalization after 2015.
• Ramon “Ray” M. Rodriguez: Brings deep experience in the South Florida banking market, having grown Apollo Bank from approximately $700 million in assets to over $1.1 billion in assets before its sale in 2022.
• Robert E. Kafafian: Has over a 40+ year career providing consulting and advisory services to more than 500 financial institutions, establishing him as a banking industry expert.
• Aida Levitan, Ph.D.: Possesses extensive experience in marketing communications and civic leadership, having led the transformation of Bromley Communications into a major Hispanic advertising agency.
• Bernardo “Bernie” Fernandez, M.D.: Brings significant leadership experience in healthcare, having served as CEO of Baptist Health Medical Group and previously CEO of Cleveland Clinic Florida.
• Maria C. Alonso: Brings expertise in community leadership and management, having served as President and CEO of United Way Miami and previously working at Bank of America.

👉 Expert Insight: The diverse professional backgrounds (law, finance, healthcare, marketing) among the nominees suggest the Board is intentionally building a broad range of expertise to guide the company.

💼 👨‍💻 Key Executive Management Team

The Board also presents the key executive officers who do not simultaneously serve as directors. This group is responsible for the day-to-day operational management of the financial institutions.

• Luis de la Aguilera: Holds the dual roles of Chairman, President, and CEO. The Board notes that this combined role is viewed as best utilizing his extensive knowledge of the company.
• Robert Anderson (EVP & CFO): Has over a decade of experience in financial services, including CFO roles at CapStar Financial Holdings, Inc.
• Maricarmen Logroño ñ o (EVP & Chief Risk Officer): Oversees all enterprise risk management and compliance (including cybersecurity and BSA/AML/OFAC). She has over 20 years of experience in financial and credit risk.
• Nicholas Bustle (EVP & CLO): Has more than 35 years of managerial experience in commercial banking, handling various roles at regional and national banks.

👉 Focus on Control: The concentration of leadership experience within the regional South Florida banking industry is a recurring theme among the officers, suggesting deep market knowledge is a core asset.

💰 💵 Compensation Structure and Policies

The compensation guidelines are designed to reward executive officers for achieving corporate goals and maintaining superior shareholder value. The program uses a blend of cash, restricted stock awards, and options.

For Non-Employee Directors (2025):

• The annual retainer was $110,000 per director.
• Chairpersons received additional fees (e.g., $28,000 for the Board chair).
• Total compensation for the listed non-employee directors ranged from $110,000 to $125,000.

Summary Compensation Table (Named Executive Officers):

• Luis de la Aguilera (2025 Total): $1,644,771 (Salary $700,000 + Bonus $388,256 + Stock Awards $481,763 + Other $74,752).
• The compensation structure is designed to keep overall base compensation levels at or slightly above the median for comparable financial markets.

The Clawback Policy: A critical governance mechanism was adopted in 2023 to comply with Dodd-Frank. This policy requires the recovery of erroneously awarded, incentive-based compensation if the company has to restate its financial reports, regardless of whether the employee was at fault.

⚖️ 🛡️ Corporate Governance and Compliance

The Board maintains multiple committees and strict guidelines to ensure ethical operations and financial oversight. These guidelines govern how the company makes decisions and manages potential conflicts.

Committee Oversight:

• Audit and Risk Committee: This committee (chaired by Ramon A. Rodriguez) is responsible for key functions like selecting and approving the independent registered public accounting firm (Crowe LLP) and monitoring internal controls and cybersecurity risks.
• Compensation Committee: This committee reviews and approves executive compensation, ensuring it is competitive while mitigating unnecessary risk-taking.
• Nominating & Corporate Governance Committee: This committee assists the Board in identifying qualified future directors and reviewing governance principles.

Governance Safeguards:

• Independence: The Board has affirmed that all directors, with the exception of the CEO (Luis de la Aguilera), are deemed "independent directors" under Nasdaq rules, which is crucial for maintaining governance oversight.
• Lead Director: A Lead Independent Director is appointed to counterbalance the combined Chairperson and CEO role, acting as a liaison and ensuring fair discussion time for all board members.

📞 🌐 Key Contacts & Next Steps

If you have questions about voting your shares or need voting assistance, the company has provided dedicated contacts.

• Action Item: Shareholders are encouraged to remember that they must be a shareholder of record on April 6, 2026.
• Voting Assistance: Please contact Roberto Diaz at 305-715-5241 or via email at [email protected].
• Materials: Detailed proxy materials and answers to questions are available online at www.edocumentview.com/USCB.

🧠 The Analogy

Think of the Board of Directors like the steering committee of a massive, complex ship (the bank). This Proxy Statement is the official meeting agenda and rulebook. It tells the crew (the shareholders) who the experienced captains and engineers are, what critical rules they must follow (governance/ethics), and what major votes they need to cast to keep the ship sailing safely and efficiently into the next year.

🧩 Final Takeaway

This Proxy Statement is a governance blueprint, asking shareholders to vote on the continuation of the current leadership team and the company's auditor. The company emphasizes its deep roots and comprehensive experience in the South Florida banking market while strictly adhering to complex regulatory rules like the Clawback Policy and Nasdaq independence standards.