USCB 10-K & 10-Q changes, risk factors and insider trading

U.S. trade policies global political factors beyond our control, including the imposition of tariffs, retaliatory tariffs, sanctions, Our lending business is subject to credit risk, which could lead to unexpected losses.

perceived raise statutory material adverse effect on our business, financial Our allowance for credit losses may not be sufficient to absorb potential losses in our loan portfolio.

We engage in lending secured by real estate and may foreclose on the collateral and own the underlying real estate, subjecting us costs and potential risks associated with the ownership of real property and other risks, including environmental initiatives law substantially raise the cost of foreclosure or prevent us from foreclosing at all.

We mayeffects not effectively execute on our expansion which may to maintain historical growth and earnings trends.

Our current and future uses of Artificialartificial Intelligence (AI)intelligence and other emerging technologies may create additional risks.

As a public company, we may not efficiently or effectively create an effective internal control environment, and any future failure to maintain effective internal control over financial reporting could impair the reliability of our financial statements, which in turn could harm our business, impair investor confidence in the accuracy and completeness reports our access markets, our Class decline and subject us to regulatory penalties.

noncomplianceSecrecy statutes regulations and corresponding enforcement proceedings.

We are numerous laws and regulations of certain regulatory agencies protect consumers, including the Community Reinvestment Act, or CRA, and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

elected use extended transition complying revised standards for an “emerging growth company,” our financial statements may not be comparable to companies that comply with these accounting standards as of the public company effective dates.

A downturn in the local economy generally may lead to loan losses that are not offset by operations in other markets; it may also reduce the ability of our customers to grow or maintain their deposits with us. For these reasons, any regional or local economic downturn affects South Florida, or existing or prospective depositors South Florida, could have a material adverse effect on our business, In addition, there are continuing concerns related to, among other things, the increasing level of U.S. government debt and fiscal actions that may be taken to address that debt, price fluctuations of key natural resources, inflation, the potential resurgence of economic and political tensions with China, the continuing war in Ukraine, the conflict in GazaUkraine and the level of oil and natural gas prices due to, among other things, Russian supply disruptions resulting from the ongoing Ukrainian conflict, each of which may have a destabilizing effect on financial markets and economic activity.

Economic pressure on consumers and overall economic uncertainty may result in consumer and business spending, borrowing and saving habits.

economic conditions and/or other negative developments in the domestic or international credit markets or economies may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability.

At$1.55 December 31, 2024, approximately $1,426 million,billion, or 72.6%,71.1%, of our total loan portfolio, was secured by real estate, in particular commercial real estate, most of which is located in our primary lending market area of the Miami metropolitan statistical area.

Future declines surrounding markets significantly impair particular real estate collateral securing our to sell the collateral foreclosure satisfy borrower’s increasing allowance for credit losses to address the decrease in the value of the real estate securing our loans, which could have material adverse effect on our business, financial condition, results of operations, and growth prospects.

target marketing strategies serve needs of SMBs and the owners and operators of those businesses. SMBs generally have fewer financial resources in terms of capital or borrowing capacity than larger entities, frequently have smaller market shares than their competition, vulnerable downturns, often need substantial expand compete, experience substantial volatility in operating results, which, individually or in the aggregate, may impair their ability as a borrower to repay a loan.

If general economic conditions negatively impact the markets in which we operate or any of our borrowers otherwise are affected by adverse business developments, our SMB borrowers may be disproportionately affected and their ability to repay outstanding loans may be adversely affected, which could a material adverse effect on our business, financial condition and results of operations.

States remains uncertain. As of December the consumer price index was 2.9%2.7% year-over-year. While this is a significant reduction to the rate of inflation experienced in 20222023 and 2023,2024, it is still above the FRB’s targeted rate. The risks to our business from inflation depend on the durability of the inflationary pressures in our markets. Although the FRB has reduced the federal funds rate three times in 2024, and further three times in 2025, no assurance can be given that it will continue to do so. At the end of January 2026, the FRB determined not to reduce the federal funds rate. The resurgence of elevated levels of inflation could lead the FRB to cease reducing its benchmark or potentially starting to increase it again which could, in turn, increase the borrowings costs of our customers, making it more difficult for them to repay their loans or other obligations.

Elevated interest rates may be needed to tame inflationary price pressures, which could also push down asset prices, including collateral values, and weaken economic activity.

inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses. Also, a prolonged period of inflation could cause wages and other of our costs to increase, which could adversely affect our results of operations and financial condition.

In addition, SMBs may be impacted more during periods high inflation, able leverage economics scale pressures larger businesses. Consequently, the ability of customers to repay their loans may deteriorate, and in some cases this deterioration may occur quickly, which would adversely impact our results of operations and financial condition.

routine affected commercial soundness of other financial institutions.

Financial services companies are interrelated as a result of trading, clearing, counterparty relationships.

Effective liquidity management is essential for the operation of our business. Although we have implemented strategies to maintain sufficient diverse sources of to accommodate planned, as unanticipated, (including changes in assets, liabilities, and off-balance sheet commitments under various economic conditions), an inability raise deposits, borrowings, sources adverse effect liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. Factors that could detrimentally impact access to liquidity sources include a decrease in the level of our business activity due to a market disruption, a decrease in the borrowing capacity assigned to our pledged assets by our secured creditors, competition from other financial institutions which could drive up the costs of deposits or adverse regulatory action against us. Deterioration in economic conditions and the loss of confidence in financial institutions may increase our cost of funding and limit our access to some of our customary sources of liquidity, including, but not limited to, inter-bank borrowings and borrowings from the Federal Home Loan Bank of Atlanta, or the FHLB, and the Federal Reserve Bank of Atlanta.

Our ability to acquire deposits or borrow could also be impaired by factors that specific to us, such severe disruption financial markets or negative views and about the prospects industry generally a result of conditions faced by banking organizations domestic international markets.

U.S.economic trade policiespolicies, and otheruncertainties global political factors beyond our control, includingregarding the impositionpotential offor tariffs,these retaliatory tariffs, or other sanctions,changes may cause economic disruptions that could, in turn, adversely impact our business, financialresults conditionof operations and resultsfinancial condition.

10-K. In addition to historical information, this discussion contains forward-looking involve risks, uncertainties differ expectations.

In this Annual Report on Form 10-K, unless the context indicated otherwise, references to “we,” “us,”, and “our” refer to the Company and the Bank, as the contest dictates. However, if the discussion relates to a period before the Effective Date, the terms refer only to the Bank.

“expect,” “aim,”

“plan,” “estimate,”

“seek,” “continue,” and “intend,” as other similar words and expressions future, are intended to identify forward-looking statements. These forward-looking statements include statements related to our projected growth, anticipated future financial performance, and management’s long-term 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 internalpotential growthfuture andadditional balance sheet restructuring.

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 efficiency and effectiveness of our internal control environmentprocedures and processes;

to comply extensive laws and regulations to which subject, including the laws for each jurisdiction where we operate;

legislative or regulatory changes and changes including the enactment of the One Big Beautiful Bill Act and changes in accounting principles, policies, practices or guidelines, including the on-going effects of the implementationCECL ofstandard 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 real estate, in particular, commercial real estate;

the effectiveness of our risk management strategies, including operational risks, including, but not limited to, client, employee, or third-party fraud and cybersecuritysecurity breaches; and other risks described in this Annual Report on Form 10-K and other filings we make with the SEC.

Therefore, you are cautioned not to place undue reliance on any included in on Form 10-K are hereof, undertake update 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 Form 10-K and in the reports the Company filed or will file SEC and, for periods prior to the Effective Date, the Bank filed with the FDIC.SEC.

Operating performance measures should be viewed in addition to, and not as an alternative to or substitute for, comparable to non-GAAP companies.

For the year ended December 31, 2024,2025, the Company reported net income of $24.7$26.1 million compared with net income $16.5of $24.7 million for the year ended December 31, trends income, margin, the cost of deposits, growth and composition loan portfolio, levels and composition of non-interest income and non-interest expense, ratios, quality ratios, ratios, and any event or transaction.2024.

Net interest income before provision for credit losses totaled $69.9$83.6 million, an increase of $11.4$13.7 million or 19.4%,19.6%, compared to $58.6$69.9 million for the year ended December 31, 2023.2024.

Net interest margin (“NIM”) was 2.94%3.20% ,for the year ended December 31, 2025, an improvement from 2.94% for the year ended December 31, 2024.

$2.6$2.8 billion atof December$210.3 million or

Return on average stockholders’ equity for the year ended December 31, 2024 was 12.11% compared to 8.99% for Nonperforming totaled $2.7 $468 maintained its strong capital position. As of was well-capitalized regulatory capital purposes, total risk-based capital ratio of 13.34%,13.67%, a tier 1 risk-based capital ratio of 12.10%, a common equity12.47%, tier 1 capital ratio of 12.10%, and a12.47%, leverage ratio of 9.38%.9.65%. As of December 31, 2024 and 2023,2024, all of the Bank’s regulatory capital ratios exceeded the thresholds to be well-capitalized under the applicable bank regulatory requirements. The small is not regulatory capital requirements.

These repurchases opensupplemental purchasespreviously pursuant publiclyannounced programs.

2026. This discussion and analysis is best read in conjunction with the unaudited consolidated financial statements and related notes included in this Quarterly

10-K (“2025 Form

10-K”) filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2025.

the accuracy of our financial statement estimates and assumptions, including the estimates used for our allowance for credit losses and deferred tax asset valuation allowance;

legislative or regulatory changes, including the enactment of the One Big Beautiful Bill, and changes in accounting principles, policies, practices or guidelines, including the on-going effects of the Current Expected Credit (“CECL”) standardguidelines;

All forward-looking necessarily only estimates future results, there can assurance actual results will not differ materially from expectations.

Further, any forward-looking statements included in this Form

Form 10-Q are made only as of the hereof, and we undertake no obligation to update or revise any forward-looking statement to reflect events orcircumstances circumstancesocurring 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 the 2025 Form 10-K and in the reports the Company has filed or will file with the SEC.

In evaluating our financial performance, the Company considers the level of and trends in net interest income, the margin, cost borrowings, level and composition of non-interest non-interest expense, performance ratios, asset quality ratios, regulatory capital ratios, and any significant event or transaction.

Unless otherwise stated, all period comparisons bullet points below are calculated at or for the quarter June 30, 2026 compared to at or for the quarter ended June 30, 2025 and as of December 31, 2025 and annualized where appropriate:

Net interest income before provision for credit losses for the three increased $2.9$3.4 million or 15.3%15.9% to $22.0$24.4 million from $19.1$21.0 million for the quarter ended MarchJune 31,30, 2025.

Net interest margin (“NIM”) expanded to 3.27%3.49% for the three months ended MarchJune 31,30, 2026 compared to 3.10%3.28% for the three months ended MarchJune 31,30, 2025.

31,June 202630, 2025 and 0.14%an atincrease of $228.2 million or 16.5% annualized from December 31, 2025.

At March 31, total risk -based capitalrisk-based ratios

Bank were

Tangible book value per common share (a non-GAAP measure) was $12.23 at representing an increase of $1.00 or 8.9% annualized from $11.23 at March 31, 2025. At March 31, 2026, tangible book value per common share was negatively affected by ($1.72$1.70) due to an accumulated comprehensive loss of $31.4 million. At MarchJune 31,30, 2025, tangible book value per common share was negatively affected by ($2.05$2.08) due to an accumulated comprehensive loss of $41.1$41.8 million. See “Reconciliation and Management Explanation for Non-GAAP Financial Measures” included in this Form 10-Q for a reconciliation of this non-GAAP financial measure.

The consolidated financial statements are prepared the application of U.S.

PracticesPrinciples (“GAAP”), the most significant of which are described in Note 1 “Summary of Significant Accounting Policies” in the Company’s 2025 Form 10-K and “Summary of Significant Accounting Policies” in Part I in this Form 10-Q.