USBC Form 4: Kirk Chapman awarded 7.14M options, 10-year term

Rhea-AI Filing Summary

Chapman Kirk, Chief Operating Officer and Director of USBC, Inc. (USBC), was granted an option on August 6, 2025 to purchase 7,140,000 shares of the company's common stock at an exercise price of $2.45 per share. The option vests 25% on the one-year anniversary of the grant and then in quarterly installments over the following three years, and is exercisable through August 6, 2035. The Form 4 was signed on August 15, 2025.

Positive

• Long-term vesting schedule (25% after one year, then quarterly over three years) aligns executive incentives with multi-year performance
• Ten-year exercise window (expires 08/06/2035) provides flexibility for long-term value realization

Negative

• Large option quantity (7,140,000 shares) could result in dilution; the filing does not state total outstanding shares to assess magnitude
• Grant price disclosed ($2.45) but no disclosure of current ownership percentage or impact on outstanding share count limits investor assessment

Insights

Corporate Governance Expert

TL;DR: Large option grant with multi-year vesting ties executive incentives to long-term stock performance.

The grant of 7,140,000 options at $2.45 with a ten-year term and a one-year cliff followed by quarterly vesting is structured to retain the reporting executive and align compensation with multi-year performance. The clear vesting schedule reduces immediate liquidity risk for the executive and signals a compensation focus on long-term shareholder value rather than short-term gains. No other governance changes or cash compensation details are disclosed in this filing.

Compensation & Securities Analyst

TL;DR: Material option grant disclosed; investors should note potential dilution and vesting timeline.

The Form 4 documents a non-derivative grant enabling purchase of 7,140,000 common shares at $2.45, exercisable until 08/06/2035, with standard multi-year vesting (25% after one year, then quarterly over three years). This is a sizable equity award in absolute terms disclosed by the insider; the filing does not quantify current outstanding shares or percent ownership post-grant, so exact dilution impact cannot be determined from this document alone.

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

OMB APPROVAL

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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^*

Chapman Kirk

(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)

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

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)		7,140,000		(1)	08/06/2035	Common Stock	7,140,000	$0	7,140,000	D

Explanation of Responses:

1. On August 6, 2025 (the "Grant Date"), the Reporting Person was granted an option to purchase 7,140,000 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/ Kirk Chapman	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 transaction did Chapman Kirk report on Form 4?

The Form 4 reports an option grant on 08/06/2025 to purchase 7,140,000 shares of USBC common stock.

What is the exercise price and term of the option granted to Chapman Kirk?

The option has an exercise price of $2.45 per share and is exercisable through 08/06/2035.

How does the option vest for the reported grant?

The option vests 25% on the one-year anniversary of the grant date and then in quarterly installments over the next three years.

What is Chapman Kirk’s role at the issuer according to the filing?

The filing lists Chapman Kirk as Chief Operating Officer and a Director of USBC, Inc.

When was the Form 4 signed?

The Form 4 was signed on 08/15/2025.