Form 4: 4,760,000-Share Option Granted to Director, Vesting Over 4 Years

Rhea-AI Filing Summary

Linda Jenkinson, a director of the issuer, was granted an option to purchase 4,760,000 shares of the issuer's common stock on 08/06/2025 under the 2021 Equity Incentive Plan. The option has an exercise price of $2.45 per share and an expiration date of 08/06/2035. The option vests 25% on the one-year anniversary of the grant date, with the remainder vesting in quarterly installments over the following three years. The Form 4 was signed on 08/15/2025.

Positive

• Equity-based compensation granted to a director which aligns incentives with long-term shareholder value through multi-year vesting
• Clear vesting schedule disclosed: 25% at one year and quarterly installments over the next three years

Negative

• Large option size of 4,760,000 shares could result in meaningful dilution if exercised (outstanding share count not provided)
• Long-dated, sizable grant to a director raises governance and shareholder oversight questions not addressed in the filing

Insights

Financial Analyst

TL;DR: Director received a large 10-year option grant with multi-year vesting, potentially affecting share overhang and executive alignment.

The grant of an option for 4,760,000 shares at $2.45 exercisable through 2035 is a significant equity award for a director. Such awards typically aim to align long-term interests between management/directors and shareholders because vesting is spread over four years. From a capital-structure perspective, this option represents potential dilution if exercised; the filing does not disclose current outstanding shares, so the percent dilution cannot be calculated here. No cash proceeds or exercises were reported; this is a grant-only disclosure.

Corporate Governance Expert

TL;DR: Large long-dated option to a director raises governance questions about grant size and shareholder approval norms.

The Form 4 confirms a substantial option grant to a director under the 2021 Equity Incentive Plan with standard multi-year vesting. The 10-year term and front-loaded total (4.76M shares) merit scrutiny relative to board compensation policies and equity plan limits. The filing does not state whether the grant was approved by disinterested directors or provide rationale or benchmarking information. Without those details, the award could be viewed unfavorably by some investors concerned about dilution and governance oversight.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jenkinson Linda

(Last) (First) (Middle)

300 E 2ND STREET

15TH FLOOR

(Street)

RENO NV 89501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
USBC, Inc. [ USBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock(1)	$2.45	08/06/2025		A(1)		4,760,000		(1)	08/06/2035	Common Stock	4,760,000	$0	4,760,000	D

Explanation of Responses:

1. On August 6, 2025 (the "Grant Date"), the Reporting Person was granted an option to purchase 4,760,000 shares of the Issuer's common stock pursuant to the Issuer's 2021 Equity Incentive Plan. The option will vest as to 25% of the shares covered by the option on the one-year anniversary of the Grant Date and in quarterly installments thereafter over the next three years.

	/s/ Linda Jenkinson	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for KNW / USBC report?

The Form 4 reports that director Linda Jenkinson was granted an option to purchase 4,760,000 shares of common stock on 08/06/2025 at an exercise price of $2.45 per share.

When does the option vest and expire?

The option vests 25% on the one-year anniversary of the grant date with the remainder vesting in quarterly installments over three years, and it expires on 08/06/2035.

Was any cash exercise or sale reported on this Form 4?

No cash proceeds, exercises, or sales were reported; this Form 4 discloses only the option grant (an acquisition 'A').

Who signed the Form 4 and when?

The Form 4 was signed by Linda Jenkinson on 08/15/2025.

Under what plan was the option granted?

The option was granted pursuant to the issuer's 2021 Equity Incentive Plan.