EX-19.1 12 exhibit191.htm EX-19.1 exhibit191
exhibit191p1i0
 
Exhibit 19.1
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 1 of 18
Table of Contents
Purpose
 
..............................................................................................................................................
 
2
Application of Policy
 
........................................................................................................................
 
2
General Statement
 
.............................................................................................................................
 
2
Insider Trading Compliance Officer
 
.................................................................................................
 
2
General Policies
 
................................................................................................................................
 
3
Exceptions to the General Policies
 
....................................................................................................
 
5
Potential Criminal and Civil
 
Liability and/or Disciplinary Action
 
...................................................
 
7
Definitions used in this Policy
 
..........................................................................................................
 
7
Questions
 
...........................................................................................................................................
 
8
Additional
 
Policies
 
and
 
Restrictions
 
Applicable
 
to
 
Executive
 
Officers,
 
Directors
 
and
Others Specified by USCB Financial Holdings
 
................................................................................
 
8
Do not trade during black-out periods...............................................................................................
 
9
You
must pre-clear all trades involving Company stock.
 
.................................................................
 
9
Do
 
not
 
engage
 
in
 
short-term
 
trading,
 
short
 
sales,
 
option
 
trading,
 
hedging
 
transactions,
margin accounts or pledged securities
 
............................................................................................
 
10
Observe the Section 16 liability rules applicable to officers and Board members and 10%
shareholders
 
.....................................................................................................................................
 
10
Comply with public securities law
 
reporting requirements
 
.............................................................
 
10
Definitions
 
.......................................................................................................................................
 
11
Attachment A:
 
Compliance Officer Duties
 
....................................................................................
 
14
Attachment B:
 
USCB Financial Holdings/U.S. Century
 
Bank Persons
 
Subject to
 
Black-Out Period
of Insider
 
Trading Policy
 
.................................................................................................................
 
16
Attachment C:
 
U.S. Century Bank/ USCB Financial Holdings Persons Subject to Section 16
 
of the
Exchange Act
 
..................................................................................................................................
 
17
Attachment D:
 
Insider Trading and Disclosure Policy Acknowledgment
 
.....................................
 
18
Exhibit I:
 
Application and Approval Form for Trading by Designated Persons
 
............................
 
19
exhibit191p1i0
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 2 of 18
1.0
Purpose
This document
 
sets forth
 
the Insider
 
Trading
 
and Disclosure
 
Policy (“
Policy
”) regarding
 
trading
in the
 
securities of
 
USCB Financial
 
Holdings, Inc.
 
and, where
 
applicable, the
 
disclosure of
 
such
transactions. All references
 
to the “
Company
” in the
 
document refer to
 
USCB Financial Holdings,
Inc. and its subsidiaries, including but not limited to U.S.
 
Century Bank (referred to hereinafter as
the “Bank”) unless the context clearly otherwise requires.
2.0
Application of Policy
This
 
policy
 
applies
 
to
 
all
 
transactions
 
in
 
the
 
Company’s
 
securities,
 
including
 
common
 
stock,
preferred stock, stock options,
 
warrants, bonds and
 
debentures (including
 
convertible debentures
and those securities issued
 
upon exercise
 
or conversion,
 
as the
 
case may
 
be), as
 
well as
 
to derivative
securities relating
 
to the
 
Company’s
 
securities,
 
whether or
 
not issued
 
by
 
the
 
Company,
 
such
 
as
exchange-traded options.
 
This Policy
 
applies to all
 
officers and employees
 
of the Company
 
and its
subsidiaries,
 
all
 
members
 
of
 
the
 
Company’s
 
and
 
the
 
Bank’s
 
Boards
 
of
 
Directors,
 
and
 
any
consultants,
 
advisors
 
and
 
contractors
 
to
 
the
 
Company
 
and/or
 
the
 
Bank
 
that
 
the
 
Company
designates, as well as members of the “immediate families” (as defined below) and households of
these
 
parties.
 
These
 
parties,
 
members
 
of
 
their
 
immediate
 
families,
 
and
 
members
 
of
 
their
households are
 
sometimes referred
 
to in
 
this Policy
 
as a
 
“
Covered Party
” or
 
“
Covered Parties
.”
The Policy also
 
applies to family
 
trusts (or similar
 
entities) controlled by
 
or benefiting one
 
or more
Covered Parties.
3.0
General Statement
“Nonpublic information” (as
 
defined below in Section
 
8.0) relating to
 
the Company or its
 
business
is the
 
property of
 
the Company.
 
The Company
 
prohibits
 
(i) the
 
unauthorized disclosure
 
of
 
any
such nonpublic information
 
acquired in the
 
workplace or otherwise
 
as a result
 
of an individual’s
employment, service to or
 
other relationship with
 
the Company,
 
as well as
 
(ii) the misuse
 
of any
material nonpublic information about the Company.
4.0
Insider Trading Compliance Officer
The Company
 
has designated
 
the Company’s Chief Financial
 
Officer as its
 
current Insider
 
Trading
Compliance Officer (the
 
“
Compliance Officer
”).
 
The Compliance Officer’s
 
duties are described
in Attachment A to this Policy.
 
Please direct your questions as
 
to any of the matters discussed
 
in
this Policy to
 
the Compliance Officer,
 
who can be
 
reached by phone
 
at (305) 715-5393
 
or by email
at Rob.Anderson@uscentury.com.
5.0
General Policies
The
 
following
 
are
 
the
 
general
 
rules
 
of
 
the
 
Policy
 
that
 
apply
 
to
 
all
 
Covered
 
Parties.
 
It
 
is
 
very
important that
 
each Covered
 
Party understands
 
and follows these
 
rules. As discussed
 
in this
 
Policy,
in the event
 
an employee of
 
the Company or
 
any of its
 
subsidiaries, including the
 
Bank, violates
these
 
rules,
 
the
 
employee
 
may
 
be
 
(i)
 
subject
 
to
 
disciplinary
 
action
 
by
 
the
 
Company
 
(including
termination
 
of
 
employment
 
for
 
cause),
 
and
 
(ii)
 
in
 
violation
 
of
 
applicable
 
securities
 
laws
 
(and
exhibit191p1i0
 
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 3 of 18
subject
 
to
 
civil
 
and
 
criminal
 
penalties,
 
including
 
fines
 
and
 
imprisonment).
 
Note
 
that
 
it
 
is
 
each
Covered Party’s
 
individual
 
responsibility
 
to
 
comply with
 
the laws
 
against insider
 
trading.
 
This
Policy
 
is
 
intended
 
to
 
assist
 
Covered
 
Parties
 
to
 
comply
 
with
 
these laws,
 
but each
 
Covered Party
always
 
must
 
exercise
 
appropriate
 
judgment
 
in
 
connection
 
with
 
any
 
trade
 
in
 
the
 
Company’s
securities.
 
Officers, directors, and other
 
Covered Parties designated
 
by the Company from time to
time
 
are
 
subject
 
to
 
certain
 
additional
 
policies
 
and
 
restrictions.
 
See
 
“Additional
 
Policies
 
and
Restrictions Applicable to
 
Officers, Directors and Others
 
Specified by USCB Financial Holdings”
(the “
Additional Policies
”)
 
herein. The terms “black-out
 
period” and
 
“trading window”
 
are defined
in Additional Policies (Section 10.0).
Do not trade
 
while in possession
 
of material nonpublic
 
information.
From time to
 
time, a Covered
Party
 
may
 
come into
 
possession
 
of material
 
nonpublic information
 
as
 
a
 
result
 
of his,
 
her
 
or
 
its
relationship with the
 
Company.
 
A Covered Party
 
may not buy,
 
sell, or trade
 
in any securities
 
of
the
 
Company
at
 
any
 
time
while
 
the
 
Covered
 
Party
 
possesses
 
material
 
nonpublic
 
information
concerning the
 
Company.
 
A Covered Party must
 
wait to trade until any such material
 
nonpublic
information is released
 
and has been public for at least two (2) full trading days (a trading day is a
day on which the stock market is open).
Pre-clear
 
trades
 
involving
 
Bank
 
securities.
When
 
in
 
doubt
 
about
 
whether
 
particular
 
nonpublic
information
 
is
 
material,
 
you
 
should
 
presume
 
it
 
is
 
material.
 
Accordingly,
 
i
f
 
a
 
Covered
 
Party
 
is
unsure about
 
whether information
 
they possess
 
would qualify
 
as material
 
nonpublic information
and whether they therefore should
 
refrain from trading in Company
 
securities, the Covered Party
should pre-clear any transactions involving Company securities
 
that the Covered Party intends to
engage in with the Compliance Officer.
Do not
 
give nonpublic
 
information to
 
others.
A Covered
 
Party may
 
not give nonpublic
 
information
concerning
 
the
 
Company
 
(commonly
 
referred
 
to
 
as
 
“tipping”)
 
to
 
any
 
other
 
person,
 
including
family
 
members
 
and
 
friends,
 
and
 
may
 
not
 
make
 
recommendations
 
or
 
express
 
opinions
 
about
trading in the
 
Company’s
 
securities under any
 
circumstances, provided, that
 
this restriction does
not
 
prevent
 
directors
 
from
 
sharing
 
the
 
Company’s
 
material
 
nonpublic
 
information
 
with
 
such
director’s
 
affiliates
 
and
 
representatives,
 
provided
 
that
 
such
 
affiliates
 
and
 
representatives
 
(i)
 
are
advised of the
 
director’s confidentiality obligations under
 
this Policy and
 
the obligations under
 
the
U.S.
 
Century
 
Bank
 
Code
 
of
 
Ethics
 
and
 
Business
 
Conduct,
 
and
 
(ii)
 
agree
 
to
 
maintain
 
the
confidentiality of any such material nonpublic information.
Do not discuss
 
the Company’s information with the press, analysts, or
 
other persons outside
 
of the
Company.
Announcements
 
of
 
information
 
about
 
the
 
Company
 
is
 
regulated
 
by
 
the
 
Company’s
communications
 
policies
 
and
 
may
 
only
 
be
 
made
 
by
 
persons
 
specifically
 
authorized
 
by
 
the
Company to
 
make such
 
announcements.
 
Laws
 
and regulations
 
govern the
 
nature and
 
timing of
such
 
announcements
 
to
 
outsiders
 
or
 
the
 
public
 
and
 
unauthorized
 
disclosure
 
could
 
result
 
in
substantial
 
liability
 
for
 
you,
 
the
 
Company
 
and
 
its
 
management.
 
If
 
a
 
Covered
 
Party
 
receives
inquiries
 
from
 
any
 
third
 
party
 
about
 
the
 
Company’s
 
nonpublic
 
information,
 
the
 
Covered
 
Party
should notify
 
the Compliance
 
Officer or the
 
Chief Executive
 
Officer of the
 
Company immediately.
1
 
The
 
Compliance
 
Officer
 
should
 
discuss
 
any
 
transactions
 
he
 
or
 
she
 
plans
 
to
 
engage
 
in with
 
the
 
Company’s
 
Chief
Executive Officer.
exhibit191p1i0
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 4 of 18
Do not participate
 
in Internet “chat rooms” (i.e.,
 
“blogging”) in which
 
the Company is
 
discussed.
In accordance with
 
the Company’s existing policies with
 
regard to social
 
media, directors, officers
and employees
 
of the
 
Company and
 
its subsidiaries
 
may not
 
participate in
 
on-line dialogues
 
(or
similar activities) involving the Company, its business or its securities.
Do not use nonpublic
 
information to trade in
 
other companies’ securities.
A Covered Party may
not trade in the securities
 
of customers, vendors, suppliers, or other
 
business partners (collectively
referred
 
to
 
as
 
“business
 
partners”)
 
of
 
the
 
Company
 
when
 
the
 
Covered
 
Party
 
has
 
nonpublic
information concerning
 
the Company
 
or these
 
business partners that the
 
Covered Party obtained in
the course of its relationship with the Company and that would potentially give it an advantage in
trading.
 
Covered
 
Parties
 
should
 
treat
 
material
 
nonpublic
 
information
 
about
 
the
 
Company’s
business partners
 
with the
 
same care required
 
with respect
 
to information
 
related
 
directly
 
to
 
the
Company.
Do not
 
engage in
 
speculative
 
transactions
 
involving
 
the Company’s
 
securities.
The Company’s
(and
 
its
 
subsidiaries)
 
directors,
 
officers
 
and employees
 
may not
 
engage in
 
any transactions
 
that
suggest they are speculating in
 
the Company’s
 
securities (that
 
is, that
 
they are
 
trying to
 
profit in
short-term movements, either increases or decreases, in the stock price).
 
The Company directors,
officers and employees may not engage in
 
any short sale, “sale against the box”
 
or any equivalent
transaction involving
 
the Company’s securities
 
(or the securities
 
of any of
 
the Company’s business
partners in any of the situations described above). A short sale involves selling shares that a party
does not own at a specified price with the expectation that the price will go down
 
so that the party
can buy the shares at a lower price before the party has to deliver them.
 
A sale against the box is
a sale of securities which
 
are owned but are not delivered within
 
20 days or deposited in the mail
or other usual channels of transportation for delivery within five (5) days after the sale, unless the
seller proves
 
that notwithstanding
 
the exercise
 
of good
 
faith, he or
 
she was
 
unable to make
 
such
delivery or
 
deposit within such
 
time, or
 
that to do
 
so would cause
 
undue inconvenience or
 
expense.
A sale against the box
 
has the same effect as
 
a short sale. Please note
 
that those Covered Persons
who are also reporting persons
 
under Section 16 of the Securities
 
Exchange of 1934, as amended
(the
“Exchange Act”
), are prohibited
 
under Section 16(c)
 
thereof from engaging
 
in short sales
 
and
sales against the box.
Note that many
 
hedging transactions, such as
 
“cashless” collars, forward sales,
 
equity swaps and
other
 
similar or
 
related arrangements
 
may indirectly
 
involve a
 
short sale.
 
The Company
 
discourages
its directors,
 
officers, and employees
 
from engaging
 
in such
 
transactions and
 
requires that
 
any such
transaction be carefully
 
reviewed in advance by
 
the Compliance Officer.
 
The Compliance Officer
will
 
assess
 
the
 
proposed
 
transaction
 
and,
 
in
 
light
 
of
 
the
 
facts
 
and
 
circumstances,
 
make
 
a
determination
 
as
 
to
 
whether
 
the
 
proposed
 
transaction
 
may
 
be
 
completed
 
or
 
would
 
violate
 
this
Policy.
Covered Parties must ensure that their family members and persons controlling family trusts (and
similar controlled
 
entities) do not violate this Policy.
 
For purposes of this Policy, any
 
transactions
involving
 
the
 
Company’s
 
securities
 
in
 
which
 
members
 
of
 
a
 
Covered
 
Party’s
 
immediate
 
family
engage, or by family trusts, partnerships,
 
foundations, and similar entities over
 
which the Covered
Party or members of the Covered Party’s immediate family have control, or whose assets are held
for
 
the
 
benefit
 
of
 
the
 
Covered
 
Party
 
or
 
the
 
Covered
 
Party’s
 
immediate
 
family,
 
are the
 
same
 
as
exhibit191p1i0
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 5 of 18
transactions by
 
the Covered
 
Party.
 
Each Covered
 
Party is
 
responsible for
 
making sure
 
that such
persons and entities do not engage in any transaction that would violate this Policy if the Covered
Party were to engage in the transaction directly.
Certain family
 
trusts and
 
other entities
 
of this
 
type having
 
an independent,
 
professional trustee
 
who
makes investment decisions
 
on behalf
 
of the
 
entity, and with whom a
 
Covered Party does
 
not share
Company information, may
 
be eligible for
 
an exemption
 
from this rule.
 
A Covered Party
 
should
contact
 
the
 
Compliance
 
Officer
 
if
 
it
 
has
 
questions
 
regarding
 
this
 
exception.
 
A
 
Covered
 
Party
should assume
 
that this exception is
 
not available unless the Covered
 
Party has first
 
obtained the
prior
approval of the Compliance Officer.
Pre-Clear Gifts.
 
Charitable and
 
other non-profit
 
organizations that receive
 
gifts of public
 
company
securities typically sell
 
those securities very
 
soon after receiving
 
them. If you
 
make such a
 
gift, the
sale of the gifted securities by the
 
organization may be
 
attributed to you
 
for purposes of
 
the insider
trading laws. The
 
same applies with respect
 
to any other gifts,
 
whether to family members
 
or other
persons,
 
where
 
you
 
have
 
reason
 
to
 
believe
 
(which
 
will
 
be
 
judged
 
after
 
the
 
fact
 
with
 
20-20
hindsight) that
 
the recipient
 
is likely
 
to sell
 
the securities
 
soon after
 
receiving them.
 
For this
 
reason,
you should not
 
make such
 
gifts of Company
 
securities at
 
a time when
 
you are
 
aware of material
nonpublic
 
information
 
about
 
the
 
Company.
You
and
members
 
of
your
 
immediate
 
family
 
and
controlled entities may make such gifts of Company
 
securities only during a period when trading
by
 
insiders
 
is
 
permitted
 
(and
 
then
 
only
 
if
 
you
 
are
 
not
 
aware
 
of
 
material
 
nonpublic information
about
 
the Company),
 
unless the
 
gift
 
is
 
pursuant
 
to
 
a
 
previously
 
established pre-approved
 
Rule 10b5-
1 Plan (as defined below).
6.0
Exceptions to the General Policies
The following exceptions to the
 
general insider trading policies apply:
Exceptions for Purchases under Employee Stock Option and Stock Purchase Plans.
The exercise
(without a
 
sale) of
 
stock options
 
and the
 
purchase (without
 
a sale)
 
of securities
 
pursuant to
 
any
Company equity incentive
 
plan (a “
Plan
”) are exempt from
 
this Policy, since the other
 
party to the
transaction is
 
the Company
 
itself and
 
the price does
 
not vary
 
with the market
 
but is
 
fixed by the
terms
 
of
 
a
 
Plan
 
and
 
the
 
underlying
 
grant
 
agreement.
 
However,
 
any
 
subsequent
 
sale
 
of
 
shares
acquired pursuant to a Plan is subject to this Policy.
Exception for Vesting
 
of Restricted Stock
 
Awards.
 
The vesting of restricted stock awards granted
pursuant to a Plan, or the
 
exercise of a
 
tax withholding right pursuant to
 
which you elected to
 
have
the Company withhold shares of
 
common
 
stock to satisfy
 
tax withholding
 
requirements upon
 
the
vesting of any restricted stock award. This Policy does apply,
 
however, to any subsequent market
sale of shares of restricted stock resulting from such
 
vesting.
 
In addition, such vesting and/or tax
withholding
 
can
 
be
 
subject
 
to
 
reporting
 
requirements
 
under
 
the
 
Exchange
 
Act
 
with
 
regard
 
to
Section 16 insiders (see Attachment C).
Exceptions for
 
Blind Trusts and
 
Pre-Arranged Trading Programs.
Rule 10b5-1(c)
 
of the
 
Exchange
Act provides an affirmative defense against
 
insider trading
 
liability under
 
federal securities
 
laws
for a transaction done pursuant
 
to “blind trusts” (generally,
 
trusts or other arrangements in
 
which
exhibit191p1i0
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 6 of 18
investment
 
control
 
has
 
been
 
completely
 
delegated
 
to
 
a
 
third
 
party,
 
such
 
as
 
an
 
institutional
 
or
professional trustee) or pursuant to
 
a written plan, or
 
a binding contract
 
or instruction, entered into
in
 
good faith
 
at
 
a time
 
when
 
the insider
 
was
 
not aware
 
of material
 
nonpublic information,
 
even
though
 
the
 
transaction
 
in
 
question
 
may
 
occur
 
at
 
a
 
time
 
when
 
the
 
insider
 
is
 
aware
 
of
 
material
nonpublic
 
information.
 
The
 
Company
 
may,
 
in
 
appropriate
 
circumstances,
 
permit
 
transactions
pursuant to
 
a blind
 
trust or
 
a pre-arranged
 
trading program
 
that complies with
 
Rule 10b5-1
 
(a
“Rule
10b5-1 Plan
”) to
 
take place
 
during periods
 
in which
 
the individual
 
entering
 
into
 
the
 
transaction
 
may
have material
 
nonpublic information
 
or during
 
black-out periods.
If a
 
Covered Party
 
wishes to
 
enter into
 
a blind
 
trust arrangement
 
or a
 
Rule 10b5-1
 
Plan, the
 
Covered
Party
 
must
 
notify
 
the
 
Compliance
 
Officer.
 
The
 
Compliance
 
Officer
 
will
 
review
 
proposed
arrangements
 
to
 
determine
 
whether
 
they
 
will
 
or
 
may
 
result
 
in
 
transactions
 
taking
 
place
 
during
periods in which the Covered Party may be in possession of material nonpublic information.
 
The
Company reserves the right to bar any transactions in Company securities, even those pursuant to
arrangements
 
previously
 
approved,
 
if
 
the
 
Company
 
determines
 
that
 
such
 
a
 
bar
 
is
 
in
 
the
 
best
interests of the Company.
A Covered
 
Party may
 
not establish
 
overlapping Rule
 
10b5-1 Plans
 
and must
 
limit the
 
use of
 
single-
trade plans (i.e.,
 
a plan
 
covering a single
 
trading event) to
 
one during
 
any consecutive 12-month
period, in each case subject to the accommodations set
 
forth in Rule 10b5-1promulated under the
Exchange Act.
 
Section 16 insiders
 
(see Attachment C
 
to this Policy)
 
must observe a cooling-off
period
 
between
 
the
 
date
 
a
 
Rule
 
10b5-1
 
Plan
 
is
 
adopted
 
or
 
modified
 
and
 
the
 
date
 
of
 
the
 
first
transaction under the plan
 
following such adoption or modification
 
equal to the later
 
of (i) 90 days
and
 
(ii)
 
2
 
business
 
days
 
following
 
the
 
disclosure
 
in
 
Forms
 
10-K
 
or
 
10-Q
 
of
 
the
 
Company’s
financial results for the fiscal quarter
 
in which the Rule 10b5-1 Plan was adopted
 
or modified (but
not
 
to
 
exceed
 
120
 
days
 
following
 
plan
 
adoption
 
or
 
modification).
 
For
 
employees
 
who
 
are
 
not
Section 16 insiders, the cooling-off
 
period is 30 days following
 
the adoption or modification of
 
a
Rule 10b5-1 Plan.
Application of Policy After Employment Terminates.
If the employment of a
 
Company employee
terminates at a time when they have or think they may have material nonpublic information about
the Company
 
or
 
its
 
business
 
partners, the
 
prohibition
 
on trading
 
on
 
such
 
information continues
until
 
such
 
information
 
is
 
absorbed
 
by
 
the
 
market
 
following
 
public
 
announcement
 
of
 
it
 
by
 
the
Company or another authorized party,
 
or until such time as the information
 
is no longer material.
If
 
any
 
such
 
former
 
employee
 
has
 
questions
 
as
 
to
 
whether
 
they
 
possess
 
material
 
nonpublic
information after they
 
have left
 
the employment
 
of
 
the Company,
 
they should
 
direct
 
questions to
 
the
Compliance Officer.
7.0
Potential Criminal and
 
Civil Liability and/or Disciplinary
 
Action
Pursuant to applicable law,
 
the penalties for “insider trading” include
 
civil fines of the greater of
$1,000,000
 
or
 
up
 
to
 
three
 
times
 
the
 
profit
 
gained
 
or
 
loss
 
avoided,
 
and
 
criminal
 
fines
 
of
 
up
 
to
$5,000,000 for individuals and up to twenty years in jail for each violation.
 
A Covered Party also
can
 
be
 
liable
 
for
 
improper
 
transactions
 
by
 
any
 
person
 
to
 
whom
 
it
 
has
 
disclosed
 
nonpublic
exhibit191p1i0
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 7 of 18
information
 
or
 
made
 
recommendations
 
on
 
the
 
basis
 
of
 
such
 
information
 
as
 
to
 
trading
 
in
 
the
Company’s securities (“
tippee liability
”).
 
Large penalties have been imposed by
 
federal securities
regulators
 
even
 
when
 
the
 
disclosing
 
person
 
did
 
not
 
profit
 
from
 
the
 
trading.
 
Federal
 
securities
regulators, the stock exchanges and the Financial Industry Regulatory
 
Authority use sophisticated
electronic surveillance techniques to uncover insider trading.
Employees of the Company
 
or any of its
 
subsidiaries who violate
 
this Policy also
 
will be subject
to disciplinary action by
 
the Company,
 
which may include ineligibility
 
for future participation in
a Plan or termination of employment for cause.
8.0
Definitions used in this
 
Policy
Immediate
 
Family.
The
 
following
 
persons
 
are
 
considered
 
members
 
of
 
a
 
Covered
 
Party’s
“immediate family”:
 
the Covered
 
Party’s
 
spouse, parents,
 
grandparents, children,
 
grandchildren
and
 
siblings,
 
including
 
any
 
such
 
relationship
 
that
 
arises
 
through
 
marriage
 
or
 
by
 
adoption,
 
and
members of the Covered Party’s household, whether or not they are related to the Covered Party.
Material
 
Information.
Insider
 
trading
restrictions
 
come
 
into
 
play
 
only
 
if
 
the
 
information
 
you
possess is
 
“material.” Materiality,
 
however,
 
involves a
 
relatively low
 
threshold. For
 
purposes of
this Policy,
 
information shall be “material,” whether positive
 
or negative, when such information
relates to matters
 
where (i) it
 
has market significance,
 
that is, if
 
its public
 
dissemination is likely
to affect the market price of the Company’s securities or (ii) there is a substantial likelihood
 
that a
reasonable investor
 
would attach
 
importance to
 
such information
 
in determining
 
whether to
 
buy
or sell securities.
While it may be difficult
 
to determine whether particular information
 
is material or not, there
 
are
some
 
categories
 
of
 
information
 
that
 
are particularly
 
sensitive
 
and
 
that
 
should
 
almost
 
always be
considered material.
 
Examples include:
 
financial results and projections (especially to the extent
the
 
Company’s
 
own
 
expectations
 
regarding
 
its
 
future
 
financial
 
results
 
differ
 
from
 
analysts’
expectations),
proposals,
 
plans or
 
agreements, even
 
if preliminary
 
in nature,
 
involving
 
mergers,
acquisitions, divestitures, recapitalizations, strategic alliances, or purchases or sales of substantial
assets
, new equity or debt offerings, dividends
 
or stock splits, gain or loss of a major
 
customer or
supplier,
 
major
 
business
 
line
 
announcements,
 
changes
 
in
 
senior
 
management
 
or
 
the
 
Board
 
of
Directors,
 
a
 
change
 
in
 
the
 
Company’s
 
accountants
 
or
 
accounting
 
policies,
 
significant
 
liability
exposure
 
due
 
to
 
actual
 
or
 
threatened
 
litigation,
 
government
 
agency
 
investigations
 
or
 
regulatory
actions,
 
significant
 
write-downs
 
in
 
assets
 
or
 
increases
 
in
 
reserves,
cybersecurity
 
risks
 
and
incidents,
 
including
 
vulnerabilities
 
and
 
breaches,
or
 
any
 
major
 
problems
 
or
 
successes
 
of
 
the
business.
 
Either
 
positive
 
or
 
negative information
 
may
 
be
 
material.
 
If a
 
Covered
 
Party
 
has
 
any
questions
 
regarding
 
whether
 
information
 
it
 
possesses
 
is
 
material
 
or
 
not,
 
it
 
should
 
contact
 
the
Compliance Officer.
Nonpublic Information
. Information
 
about
 
the
 
Company is
 
considered to
 
be
 
“nonpublic” if
 
it is
known within the Company but not yet
 
disclosed to the general public.
 
T
he fact that information
has
 
been
 
disclosed
 
to
 
a
 
few members
 
of
 
the
 
public
 
does
 
not
 
make
 
it
 
public
 
for
insider
 
trading
purposes. To
 
be “public”
 
the information
 
must have
 
been disseminated
 
in a
 
manner designed
 
to
reach investors
 
generally, and
 
the
 
investors must
 
be
 
given the
 
opportunity
 
to
 
absorb the
 
information.
exhibit191p1i0
 
 
 
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 8 of 18
Customarily,
 
t
he Company will disclose information to
 
the public either via press release
 
or in the
current, quarterly,
 
and annual reports that the
 
Company is required to file
 
with the Securities
 
and
Exchange
 
Commission
 
(the
 
“
SEC
”).
Even
 
after
 
public
 
disclosure
 
of
 
information
 
about
 
the
Company, you
 
must wait
 
until the
 
close of business
 
on the second
 
trading day after
 
the information
was publicly disclosed before you
 
can treat the information as
 
public.
If a Covered Party has any
questions
 
regarding
 
whether
 
any
 
information
 
they
 
possess
 
is
 
nonpublic
 
or
 
has
 
been
 
publicly
disclosed,
 
it
 
should
 
either
 
contact
 
the
 
Compliance
 
Officer
 
or
 
assume
that
 
the
 
information
 
is
nonpublic and treat it as confidential.
9.0
Questions
Any questions
 
regarding this
 
Policy and
 
any transactions
 
in the
 
Company’s
 
securities should
 
be
directed to the Compliance Officer.
10.0
Additional Policies and
 
Restrictions Applicable to
 
Executive Officers, Directors
 
and
Others Specified by the Company
These
 
Additional
 
Policies
 
apply
 
to
 
executive
 
officers,
 
directors
 
and
 
certain
 
other
 
officers,
employees and
 
consultants of
 
the Company,
 
as designated
 
from time
 
to time
 
by the
 
Compliance
Officer.
 
These parties
 
are sometimes
 
referred to
 
in these
 
Additional Policies
 
as “
Insiders
.”
 
Note
that it is
 
each
 
Insider’s individual
 
responsibility
 
to
 
comply
 
with
 
the
 
laws against
 
insider
 
trading. This
Policy,
 
and in particular
 
the Additional Policies
 
set forth
 
below,
 
are intended
 
to assist
 
Insiders in
complying with these laws, but Insiders must always exercise appropriate judgment
 
in connection
with any trade in the Company’s securities.
1.
Do not trade during black-out
 
periods.
The Company
 
prohibits all Insiders
 
listed on Attachment
 
B to this
 
Policy (as may
 
be changed from
time to
 
time to
 
add or
 
remove parties
 
as appropriate)
 
from trading
 
during black-out
 
periods (as
defined
 
below)
 
(whether
 
regularly
 
scheduled
 
black-out
 
periods,
 
or
 
special
 
black-out
 
periods
implemented
 
from
 
time
 
to
 
time),
 
except
 
for
 
trades
 
made
 
pursuant
 
to
 
an
 
approved
 
Rule
 
10b5-1
Plan.
 
It is each
 
Insider’s responsibility to know when the Company’s
 
regular quarterly black-out
periods begin. If Insiders listed on
 
Attachment B are
 
informed that the Company
 
has implemented
a
 
special
 
black-out
 
period,
 
they
 
may
 
not
 
disclose
 
the
 
fact
 
that
 
trading
 
has
 
been
 
suspended
 
to
anyone, including other Company
 
employees or those of
 
its subsidiaries (who may
 
themselves not
be subject to the black-out), family members (other than
 
those
 
subject
 
to
 
this
 
Policy
 
who
 
would
be
 
prohibited
 
from
 
trading
 
because
 
the
 
Insider
 
is),
 
friends
 
or
 
brokers.
 
Insiders
 
listed
 
on
Attachment
 
B
 
should
 
treat
 
the
 
imposition
 
of
 
a
 
special
 
black-out
 
period
 
as
 
material
 
nonpublic
information.
Remember to cancel any
 
“limit” orders or other
 
pending trading orders that
 
are in place during
 
a
black-out period (unless the orders were made pursuant to an approved Rule 10b5-1 Plan).
If an Insider
 
is added to Attachment
 
B, and as a
 
result subject to the
 
Company’s black-out periods,
the Insider will be notified by the Compliance Officer.
exhibit191p1i0
 
 
 
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 9 of 18
2.
You
must pre-clear all trades involving Company securities.
Except for
 
trades made
 
pursuant to
 
an approved
 
Rule 10b5-1
 
Plan, all
 
Insiders listed
 
on Attachment
B
 
to
 
this
 
Policy
 
must
 
refrain from
 
trading
 
in
 
Company
 
securities,
 
even
 
during
 
an
 
open
 
trading
window,
 
unless they
 
first comply
 
with the
 
Company pre-clearance
 
procedures. You
 
should also
pre-clear any proposed
 
gift of
 
Company securities.
 
To
 
pre-clear a
 
transaction, such Insider must
submit a
 
completed, signed
 
Application and
 
Approval Form
 
in the
 
form attached as
 
Exhibit I
 
to this
Policy, and receive the
 
approval of
 
the Compliance
 
Officer before entering
 
into the transaction.
 
If
an
 
Insider
 
is
 
added
 
to
 
the
 
list
 
of
 
persons
 
subject
 
to
 
the
 
Company’s
 
mandatory
 
pre-clearance
procedures, they will be notified by the Compliance Officer.
In
 
pre-clearing
 
a
 
trade,
 
and
 
in
 
addition
 
to
 
reviewing
 
the
 
substance
 
of
 
the
 
proposed
 
trade,
 
the
Compliance
 
Officer
 
may
 
consider
 
whether
 
it
 
will
 
be
 
possible
 
for
 
both
 
the
 
individual
 
and
 
the
Company to comply
 
with any applicable public reporting
 
requirements.
 
Insiders subject to these
procedures should contact the Compliance Officer before they
 
intend to engage in any transaction
to allow enough time for pre-clearance procedures (See Subsection 5 below).
3.
Do
 
not
 
engage
 
in
 
short-term
 
trading,
 
short
 
sales,
 
option
 
trading,
 
hedging
transactions, margin accounts or pledged securities
The
 
Company
 
has
 
determined
 
that
 
there
 
is
 
a
 
heightened
 
legal
 
risk
 
and/or
 
the
 
appearance
 
of
improper or
 
inappropriate conduct
 
if the
 
directors and
 
executive officers
 
of the
 
Company engage
 
in
certain types
 
of transactions. Therefore, it
 
is the Company’s policy that the
 
directors and executive
officers of
 
the Company,
 
including their immediate families
 
and controlled entities, not engage
 
in
any of
 
the following
 
transactions: (a)
 
short-term
 
trading
 
(generally
 
defined
 
as selling
 
Company
securities within
 
six months following a purchase); (b) short sales (selling
 
Company securities the
person does
 
not own
 
or a
 
short sale
 
against the
 
box); (c)
 
transactions involving
 
publicly traded
options or
 
other derivatives,
 
such as
 
trading in puts
 
or calls
 
with respect
 
to Company
 
securities; and
(d) hedging transactions. Additionally, because securities held
 
in a
 
margin account
 
or pledged
 
as
collateral may be sold without the
 
pledger’s consent, if the pledger fails to
 
meet a margin call or if
he or
 
she defaults
 
on a
 
loan, a
 
margin or
 
foreclosure sale
 
may result in unlawful insider trading.
Because
 
of
 
this
 
danger,
 
the
 
directors,
 
and
 
executive
 
officers
 
of
 
the
 
Company,
 
including
 
their
immediate families and
 
controlled entities, are prohibited
 
from holding
 
Company
 
securities
 
in
 
a
margin account or pledging Company securities as collateral for a loan.
4.
Observe the Section 16 liability rules
 
applicable to officers and Board
 
members
and 10% shareholders.
Certain
 
officers
 
of
 
the
 
Company,
 
members
 
of
 
the
 
Company’s
 
Board
 
of
 
Directors
 
and
 
10%
shareholders
 
of
 
the
 
Company
 
must
 
also
 
conduct
 
their
 
transactions
 
in
 
Company
 
securities
 
in
 
a
manner designed to comply with the “short-swing” trading
 
rules of Section 16(b) of
 
the Exchange
Act.
 
The
 
practical
 
effect
 
of
 
these
 
federal
 
securities
 
laws
 
is
 
that
 
officers,
 
directors
 
and
 
10%
shareholders
 
of
 
the
 
Company
 
who
 
purchase
 
and
 
sell,
 
or
 
sell
 
and
 
purchase,
 
Company
 
securities
within
 
a
 
six-month
 
period
 
must
 
disgorge
 
all
 
profits
 
to
 
the
 
Bank
 
whether
 
or
 
not
 
they
 
had
 
any
2
 
The Compliance Officer will submit his or her request to the Chief Executive
 
Officer.
3
 
Such transactions are prohibited by Section 16(c) of the Exchange
 
Act.
exhibit191p1i0
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 10 of 18
nonpublic information at the time of the transactions. Short
 
swing profit
 
liability is a
 
strict liability
provision; knowledge or
 
intent is
 
not relevant. Furthermore, the
 
calculation of the
 
amount of
 
the
short swing
 
profit is required
 
to be effected
 
in a manner
 
to maximize
 
the amount
 
recovered.
Parties
 
are
 
subject
 
to
 
Section
 
16
 
of
 
the
 
Exchange
 
Act
 
if
 
they
 
hold
 
an
 
office,
 
title,
 
position,
 
or
relationship listed on Attachment C to this Policy.
5.
Comply with public
 
securities law reporting requirements.
Federal
 
securities
 
laws
 
require
 
that
 
officers,
 
directors,
 
10%
 
shareholders
 
and
 
affiliates
 
of
 
the
Company publicly
 
report transactions
 
(including gifts
 
of Company
 
securities) in
 
the Company’s
securities (on Forms
 
3, 4
 
and 5 under
 
Section 16, Form 144 with respect to restricted and control
securities, and,
 
in certain
 
cases, Schedules
 
13D and
 
13G).
 
Please note
 
that the
 
due dates
 
for Section
16 insiders to file a (i) Form 3 is 10 days after the event causing the party to become a Section
 
16
insider, (ii)
 
Form 4 is 2 business
 
days after the
 
transaction has been
 
executed, and (iii)
 
Form 5 is
45 days after
 
the end
 
of the Company’s fiscal
 
year. There are separate
 
filing and timing
 
obligations
with regard
 
to Schedules
 
13D and
 
13G and
 
for Forms
 
144. By
 
way of
 
example, if
 
a Section
 
16
insider
 
consummates
 
a
 
transaction
 
in
 
Company
 
securities
 
on
 
Monday,
 
a
 
Form
 
4
 
reporting
 
that
transaction
 
must
 
be
 
filed
 
on
 
Wednesday.
 
The
 
Company
 
takes
 
these
 
reporting
 
requirements
seriously
 
and
 
requires
 
that
 
all
 
parties
 
subject
 
to
 
public
 
reporting
 
of
 
Company
 
securities
transactions
 
adhere
 
to
 
the
 
rules
 
applicable
 
to
 
these
 
forms.
 
Where
 
issues
 
arise
 
as
 
to
 
whether
reporting is
 
technically required
 
(particularly issues
 
that turn
 
on facts
 
specific to
 
the transaction
and the individuals involved,
 
or on unsettled issues
 
of law), the Company
 
encourages Section 16
reporting parties to choose to comply with the spirit and not the letter of the law – in other words,
to err on
 
the side of
 
fully and promptly reporting
 
the transaction even
 
if not technically required to
do so.
The consequences of a late filing or
 
a failure to file under the rules
 
are significant and include:
•
Public disclosure of the
 
late filing in the
 
Company’s annual proxy statement and Annual
Report on Form 10-K.
•
Potential fines of up to $100,000 for
 
violations by an individual and up to $500,000 for
violations by companies under the Securities Enforcement Remedies Act.
In
 
addition, where
 
the
 
Company
 
is required
 
to report
 
transactions
 
by individuals,
 
the Company
expects full and timely cooperation by the individual.
Exceptions
 
for
 
Emergency,
 
Hardship
 
or
 
Other
 
Special
 
Circumstances.
In
 
order
 
to
 
respond
 
to
emergency,
 
hardship or other special circumstances,
 
exceptions to the prohibition against
 
trading
during
 
black-out
 
periods
 
will
 
require
 
the
 
approval
 
of
 
the
 
Compliance
 
Officer
 
and
 
the
 
Chief
 
Executive
Officer.
Application
 
of
 
Policy
 
After
 
Employment
 
Terminates.
If
 
a
 
Company
 
employee
 
is
 
subject
 
to
 
the
black-out
 
periods
 
imposed
 
by
 
this
 
Policy
 
and
 
their
 
employment
 
terminates
 
during
 
a
 
black-out
period (or
 
if they otherwise
 
leave while in
 
possession of material
 
nonpublic information), they
 
will
continue to
 
be subject
 
to the
 
Policy,
 
and specifically
 
to the
 
ongoing prohibition
 
against trading,
exhibit191p1i0
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 11 of 18
until the black-out
 
period ends
 
(or otherwise
 
until the
 
close of
 
the second
 
full trading day
 
following
public announcement of the material nonpublic information).
In
 
addition,
 
non-exempt
 
transactions
 
(such
 
as
 
open
 
market
 
purchases
 
and
 
sales
 
of
 
Company
securities) that
 
occur after
 
cessation
 
of
 
insider
 
status
 
may
 
be
 
reportable,
 
but
 
only
 
if
 
they
 
occur
within six months
 
of an opposite-way,
 
non-exempt transaction that
 
a Section 16
 
Insider engaged
in while still a Section 16 Insider.
6.
Definitions
Black-Out Period
.
During the
 
end of
 
each fiscal
 
quarter and
 
until public
 
disclosure of
 
the financial
results
 
for
 
that
 
quarter,
 
Insiders
 
identified
 
on
 
Attachment
 
B
 
may
 
possess
 
material
 
nonpublic
information about the Company’s expected financial results for
 
the quarter.
 
Even if these Insiders
do not actually possess any such information, any trades by them
 
during that period may give the
appearance that they are
 
trading on inside information. Accordingly,
 
the Company has designated
a regularly scheduled quarterly
 
“black-out period”
 
on trading beginning
 
ten (10)
 
trading days
 
prior
to the
 
end of
 
the fiscal
 
quarter (the
 
tenth trading
 
day being
 
the last
 
trading day
 
of said
 
fiscal quarter)
and ending at
 
the close of the
 
second full trading
 
day (day on which
 
the stock market is
 
open) after
disclosure of the Company’s quarterly financial results.
In
 
addition
 
to
 
the
 
regularly
 
scheduled
 
black-out
 
periods,
 
the
 
Company
 
may
 
from
 
time
 
to
 
time
designate
 
other
 
periods
 
of
 
time
 
as
 
a
 
special
 
black-out
 
period
 
if
 
material
 
nonpublic
 
information
about the
 
Company is
 
pending (for
 
example, if
 
there is
 
some development
 
with the
 
Company’s
business
 
that
 
merits
 
a
 
suspension
 
of
 
trading
 
by
 
Company
 
personnel).
 
The
 
Company
 
may
 
not
widely announce the
 
commencement of
 
a special
 
black-out period, as
 
that information
 
can itself
be
 
sensitive
 
information.
 
For
 
this
 
reason,
 
it
 
is
 
extremely
 
important
 
that
 
the
 
pre-clearance
procedures outlined in
 
this Policy are
 
followed to ensure
 
that Insiders listed
 
on Attachment B
 
do
not trade during any special black-out period.
Trading
 
Window
.
The period
 
outside a
 
black-out period
 
is referred
 
to as
 
the “trading
 
window.”
Trading
 
windows that
 
occur between
 
the regularly
 
scheduled quarterly
 
black-out periods
 
can be
“closed”
 
by
 
the
 
imposition
 
of
 
a
 
special
 
black-out
 
period
 
if
 
there
 
are
 
developments
 
meriting
 
a
suspension of trading by Company personnel.
exhibit191p1i0
 
 
 
 
 
 
 
 
 
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 12 of 18
11.0
Version Control
Version
Approval
Date
Effective Date
Document Name
Document Issued
06/28/2021
07/23/2021
Insider Trading and Disclosure Policy
Revised
09/27/2021
09/27/2021
Insider Trading and Disclosure Policy
Revised
04/25/2022
04/25/2022
Insider Trading and Disclosure Policy
Revised
Insider Trading and Disclosure Policy
exhibit191p1i0
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 13 of 18
Attachment A
Compliance Officer Duties
Duties of Compliance Officer.
The duties of the Compliance Officer include, but are
 
not limited to, the following:
A.
Pre-clearing
 
all
 
transactions
 
involving
 
the
 
Company’s
 
securities
 
by
 
those
 
persons
occupying any office, title, or position listed on Attachment B to the Policy,
 
in order to determine
compliance
 
with
 
the
 
Policy,
 
insider
 
trading
 
laws,
 
Section
 
16
 
of
 
the
 
Exchange
 
Act,
 
Rule
 
144
promulgated under the
 
Securities Act
 
of 1933,
 
as amended,
 
and other
 
applicable securities
 
laws,
as adopted and amended from time to time.
B.
Assisting in
 
the preparation
 
and filing
 
of Section
 
16 reports
 
(Forms 3,
 
4 and
 
5) and
 
Rule
144 reports (Form 144) for
 
all Section 16 reporting parties,
 
and other applicable reports (whether
filed
 
by
 
the
 
Company
 
or
 
the individual),
 
including providing
 
memoranda and
 
other appropriate
materials to its officers
 
and directors
 
regarding compliance
 
with Section
 
16, its
 
related rules
 
and
other applicable disclosure rules.
C.
Serving as the designated recipient at the Company of copies of reports
 
filed with the SEC
by Section 16
 
reporting parties under
 
Section 16
 
of the Exchange
 
Act and
 
other reports required
by applicable disclosure rules.
D.
Mailing periodic reminders
 
to all Section
 
16 reporting parties
 
and other parties
 
subject to
disclosure rules regarding
 
their obligations to
 
report or to
 
assist the
 
Company in complying
 
with
its reporting obligations.
E.
Establishing
 
procedures
 
designed
 
to
 
ensure
 
that
 
the
 
Company
 
will
 
be
 
in
 
a
 
position
 
to
comply with any securities law
 
disclosure rules, either currently in
 
force or that may be
 
adopted in
the future, that
 
apply to the
 
Company and relate
 
to insider transactions
 
involving the Company’s
securities.
 
The
 
procedures
 
may
 
include
 
requiring
 
an
 
insider
 
to
 
notify
 
the
 
Compliance
 
Officer
sufficiently in
 
advance of engaging in a transaction both to
 
allow pre-clearance of the transaction
for purposes
 
of the Policy and to prepare any
 
reports the Company is required to file
 
and requiring
an insider to make
 
available to the
 
Company all information
 
necessary for the
 
Company to comply
with applicable disclosure rules.
F.
Performing
 
periodic
 
cross-checks
 
of
 
available
 
materials,
 
which
 
may
 
include
 
Forms
 
3,
 
4
and
 
5,
 
Form
 
144,
 
officer
 
and
 
director
 
questionnaires
 
and
 
reports
 
received
 
from
 
the
 
Company’s
stock administrator
 
and transfer
 
agent,
 
to determine
 
trading activity
 
by officers,
 
directors and
 
others
who have, or may have, access to material nonpublic information.
G.
Circulating the Policy (or a
 
summary of the Policy)
 
to all employees and consultants
 
of the
Company,
 
on
 
an
 
appropriate
 
periodic
 
basis,
 
and
 
providing
 
the
 
Policy
 
and
 
other
 
appropriate
materials
to new employees
 
and consultants, and
 
otherwise ensuring that
 
appropriate education of
 
affected
individuals is accomplished.
exhibit191p1i0
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 14 of 18
H.
Obtaining a signed
 
acknowledgment of receipt of the
 
Policy from individuals subject
 
to it.
I.
Providing
 
periodic
 
reports
 
on
 
ongoing
 
compliance
 
matters,
 
including
 
any
 
disciplinary
actions, regarding
 
the Policy
 
to the
 
Audit and
 
Risk Committee,
 
or the
 
full Board
 
of Directors,
 
if
requested, on a quarterly basis and otherwise assisting the Company’s
 
Audit and Risk Committee
and Board of Directors in implementation of the Policy and this compliance program.
Compliance Officer Assistance.
The Compliance Officer is authorized to designate one
 
or more persons to assist in administering
this Policy.
exhibit191p1i0
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 15 of 18
Attachment B
USCB Financial Holdings, Inc.
U.S. Century Bank
Persons Subject
 
to Black-Out
 
Period of Insider Trading Policy
as of [Date],
 
2024
Persons holding an Office, Title, or Position listed below:
Director
President and Chief Executive Officer
Executive Vice President and Chief Credit Officer
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Lending Officer
Executive Vice President
 
and Head
 
of Global
 
Banking
Executive Vice President and
 
Director of
 
Operations and Information
Technology Systems
Executive Vice President and
 
Director of
 
Sales and Marketing
Executive Vice President and Chef Risk Officer
Controller and Chief Accounting Officer
General Counsel
BSA AML Officer and Consumer Compliance Director
Senior Vice President
 
and Director
 
of Human Resources
Director of Enterprise Risk Management
All employees in the Company’s/Bank’s Finance Department
exhibit191p1i0
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 16 of 18
Attachment C
USCB Financial Holdings, Inc.
U.S. Century Bank
Persons Subject
 
to Section
 
16 of
 
the Exchange
 
Act
 
as of [Date], 2024
Persons holding an Office, Title, Position, or Relationship
 
listed below:
Director of
 
the Company
President and Chief Executive Officer
Executive Vice President and Chief Credit Officer
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief Lending Officer
Executive Vice President
 
and Head
 
of Global
 
Banking
Executive Vice President and
 
Director of
 
Operations and Information
Technology Systems
Executive Vice President and
 
Director of
 
Sales and Marketing
Executive Vice President and Chief Risk Officer
10% or more Shareholders
exhibit191p1i0
 
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 17 of 18
Insider Trading and Disclosure Policy Acknowledgment
I certify that I have read, understand and agree to comply
 
with the USCB Financial Holdings,
Inc. Insider Trading and Disclosure Policy.
 
I agree that I will be subject to sanctions imposed
by USCB Financial Holdings, Inc.,
 
in its discretion, for violation
 
of the Policy, and that USCB
Financial
 
Holdings,
 
Inc.
 
may
 
give
 
stop-transfer
 
and
 
other
 
instructions
 
to
 
USCB
 
Financial
Holdings, Inc.’s transfer agent against the
 
transfer of USCB
 
Financial Holdings, Inc.
 
securities
as necessary to ensure
 
compliance with the Policy.
 
I acknowledge that, if I
 
am an employee of
USCB
 
Financial
 
Holdings,
 
Inc.
 
or
 
any
 
of
 
its
 
subsidiaries,
 
including
 
but
 
not
 
limited
 
to
 
U.S.
Century Bank, I will
 
be subject to sanctions,
 
which may
 
include
 
termination of
 
employment for
cause, that
 
may be
 
imposed by
 
USCB Financial Holdings, Inc. in its discretion.
Date:
 
Signature:
 
Printed Name:
 
exhibit191p1i0
 
 
 
 
 
 
 
 
 
 
 
Insider Trading
 
and Disclosure
Policy
[Legal Department]
Effective as of:
 
[01/21/2025]
Page 18 of 18
Application and Approval Form for
 
Trading by Designated Persons
Name:
 
Title:
 
Proposed Trade Date:
 
Type of Security to be Traded:
 
Type of Trade (Purchase/Sale):
 
Amount of Securities to be
 
Traded:
 
Certification
I, (please print name)
 
, hereby certify
that
 
I
 
am
 
not
 
in
 
possession
 
of
 
any
 
material
 
nonpublic
 
information
 
concerning
 
USCB Financial
Holdings, Inc.
 
or its
 
subsidiaries including
 
but not
 
limited to
 
U.S. Century
 
Bank, as
 
described in USCB
Financial Holdings,
 
Inc.’s
 
“Insider Trading
 
and Disclosure
 
Policy.”
 
I understand
 
that, if
 
I trade
while possessing such information or
 
in violation of such trading
 
restrictions, I may be subject to
severe civil and criminal penalties, and, if I am an employee of USCB Financial Holdings, Inc. or
any of
 
its subsidiaries,
 
will be
 
subject to
 
discipline by
 
USCB Financial
 
Holdings, Inc.
 
up to
 
and
including termination for cause.
(Signature)
Date:
Compliance Officer Review and
 
Decision
The undersigned hereby certifies that the Compliance
 
Officer
 
of
 
USCB Financial Holdings, Inc.
has reviewed the
 
foregoing application and
 
(Compliance Officer to
 
initial one of
 
the following):
 
APPROVES the proposed trade(s).
 
DISAPPROVES the proposed trade(s).
(Signature)
Compliance
 
Officer (or
 
Designee)
Date: