USBC (NYSE: USBC) inks tokenized deposit deal with Vast Bank and Uphold

Rhea-AI Filing Summary

USBC, Inc. entered into a strategic partnership agreement with Vast Bank, N.A. and Uphold HQ Inc. to support a tokenized deposit network. The relationship will let Uphold customers use USBC’s tokenized deposit program to access banking services provided by Vast Bank.

From the general commercial launch to the agreement’s termination, Uphold will use USBC and Vast Bank as its exclusive partners for tokenized deposit offerings, and USBC and Vast Bank will use only Uphold as the cryptoasset market platform for this program. The agreement starts on January 20, 2026, runs through one year after the general launch, and automatically renews for one-year terms. A prior memorandum of understanding among the parties from October 2025 is terminated as of the effective date.

Insights

Fintech and Banking Partnerships Analyst

USBC formalizes a tokenized deposit partnership with defined exclusivity but with no financial terms disclosed.

The agreement aligns USBC, Vast Bank, and Uphold around a tokenized deposit network where Uphold users can access banking services provided by Vast Bank through USBC’s program. This structure ties a regulated bank, a tokenized deposit platform, and a cryptoasset exchange together, which can streamline customer access to banking products via digital tokens.

Exclusivity is two-way once the program is launched to the general public: Uphold will use only USBC and Vast Bank for tokenized deposit offerings, and USBC and Vast Bank will rely on Uphold as their cryptoasset market for this program. The initial term runs from January 20, 2026 through one year after general launch, with automatic one-year renewals, so the duration depends on when commercial launch occurs. A prior memorandum of understanding from October 2025 is expressly terminated, reducing overlap between old and new arrangements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 20, 2026

USBC, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-37479		90-0273142
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

300 E 2nd Street, 15th Floor, Reno, NV		89501
(Address of principal executive offices)		(Zip Code)

775-239-7673

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		USBC		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On January 20, 2026 (the “Effective Date”), USBC, Inc. (the “Company”) entered into a strategic partnership agreement (the “Agreement”) with Vast Bank, N.A., a national banking association (“Vast Bank”) and Uphold HQ Inc., a South Carolina corporation (“Uphold”). The Agreement provides for the parties to combine efforts in a strategic relationship that will allow customers of Uphold to participate in the tokenized deposit network operated by USBC to access banking services provided by Vast Bank (the “Program”).

The Agreement also provides that beginning on the first date of the commercial launch of the Program to the general public (“General Launch”) and continuing until the termination of the Agreement: (i) Uphold will make USBC and Vast Bank its exclusive partners for tokenized deposit offerings during this period and (ii) USBC and Vast Bank will not use a cryptoasset exchange, dealer, or market other than Uphold to act as a market maker or exchange for the USBC tokenized deposit program. Nothing in the Agreement limits USBC’s or Vast Bank’s ability to onboard additional partners, in addition to Uphold, to provide Developer Services (as defined in the Agreement).

The initial term of the Agreement commences on the Effective Date and continues through the one-year anniversary of the General Launch. The Agreement will automatically renew for successive one-year terms until terminated by one of the parties pursuant to the terms of the Agreement.

The Agreement provides that the non-binding memorandum of understanding signed by USBC, Vast Bank and Uphold in October 2025 shall be terminated in its entirety as of the Effective Date.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

On January 26, 2026, the Company issued a press release announcing the execution of the Agreement between USBC, Vast Bank, and Uphold. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Strategic Partnership Agreement, dated as of January 20, 2026, by and among the Company, Vast Bank and Uphold
99.1		Press Release dated as of January 26, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	USBC, INC.
Date: January 26, 2026	By:	/s/ Kitty Payne
	Name:	Kitty Payne
	Title:	Chief Financial Officer

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FAQ

What agreement did USBC (USBC) disclose in this 8-K?

USBC, Inc. disclosed a strategic partnership agreement with Vast Bank, N.A. and Uphold HQ Inc. to support a tokenized deposit network and related banking services.

How will the USBC partnership with Vast Bank and Uphold work for customers?

The agreement allows Uphold customers to participate in the tokenized deposit network operated by USBC so they can access banking services provided by Vast Bank through the program.

What exclusivity terms are included in USBC’s agreement with Vast Bank and Uphold?

From the general public launch until termination, Uphold will make USBC and Vast Bank its exclusive partners for tokenized deposit offerings, and USBC and Vast Bank will not use another cryptoasset exchange, dealer, or market besides Uphold for this tokenized deposit program.

How long does the USBC, Vast Bank, and Uphold agreement remain in effect?

The agreement begins on January 20, 2026 and continues through the one-year anniversary of the commercial general launch, then automatically renews for additional one-year terms unless terminated under its terms.

Does the new USBC partnership replace any prior arrangements?

Yes. The agreement states that the non-binding memorandum of understanding signed by USBC, Vast Bank, and Uphold in October 2025 is terminated in its entirety as of the effective date of the new agreement.

Can USBC and Vast Bank work with other partners under this agreement?

The agreement specifies that nothing limits USBC’s or Vast Bank’s ability to onboard additional partners to provide Developer Services, in addition to Uphold.

What additional disclosure did USBC provide about this partnership?

USBC issued a press release on January 26, 2026 announcing the execution of the agreement, furnished as Exhibit 99.1 and described as furnished, not filed, for Exchange Act liability purposes.