USBC (NYSE: USBC) reprices 83M stock options to $0.37 exercise price

Rhea-AI Filing Summary

USBC, Inc. is changing the terms of its employee and director stock options. On March 18, 2026, the Board approved an option repricing under the Amended and Restated 2021 Equity Incentive Plan, lowering the exercise price of all 83.0 million outstanding stock options to $0.37 per share, equal to the closing price of the common stock that day.

The repricing covers options held by executives and directors, including 3,750,000 option shares held by Chief Financial Officer Kitty Payne and 10,000,000 option shares held by Director and Vice Chair Linda Jenkinson. The Board states that this change is intended to motivate and retain optionees to advance the company for the benefit of stockholders.

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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): March 18, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Option Repricing

On March 18, 2026, in accordance with the terms of the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the “Amended and Restated 2021 Plan”), the Board approved the repricing of all outstanding stock options totaling 83.0 million options, including stock options held by certain of the Company’s named executive officers and directors (the “Option Repricing”). The Option Repricing reduced the exercise price of each repriced option to $0.37 per share, the closing price of the Company’s common stock, par value $0.001 per share on March 18, 2026. The Board approved the Option Repricing in order to motivate and retain optionees to devote their best efforts to develop and advance the Company for the benefit of the Company and its stockholders.

The following options held by certain of the Company’s named executive officers and directors were repriced as part of the Option Repricing:

Name

Title

Number of Option Shares

Kitty Payne

Chief Financial Officer

3,750,000

Linda Jenkinson

Director, Vice Chair

10,000,000

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 24, 2026			By:			/s/ Kitty Payne
			Name:			Kitty Payne
			Title:			Chief Financial Officer

FAQ

What did USBC (USBC) change about its stock options?

USBC approved an option repricing that lowers the exercise price of all 83.0 million outstanding stock options to $0.37 per share. This matches the closing price of its common stock on March 18, 2026 and applies broadly to employee and director options.

How many USBC stock options were repriced and at what price?

USBC’s Board repriced 83.0 million outstanding stock options to an exercise price of $0.37 per share. The new price equals the closing price of the company’s common stock on March 18, 2026, aligning option strikes with the then-current market level.

Which USBC executives and directors are affected by the option repricing?

The repricing includes options held by key leaders. Chief Financial Officer Kitty Payne had 3,750,000 option shares repriced, while Director and Vice Chair Linda Jenkinson had 10,000,000 option shares repriced, along with other optionees covered by the plan.

Why did USBC’s Board decide to reprice its stock options?

USBC’s Board stated it approved the option repricing to help motivate and retain optionees. By resetting exercise prices to $0.37 per share, the Board aims to encourage employees and directors to devote strong efforts to developing and advancing the company for stockholders’ benefit.

Under which plan did USBC implement the option repricing?

The option repricing was carried out under the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan. This plan governs the company’s equity awards, and it allowed the Board to reduce the exercise price of outstanding stock options to reflect the March 18, 2026 market price.

What role did USBC’s CFO play in this 8-K filing?

Chief Financial Officer Kitty Payne both benefited from and executed the change. She had 3,750,000 option shares repriced to $0.37 and signed the report on behalf of USBC, confirming the company’s authorization and disclosure of the option repricing decision.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB