USBC, Inc. (USBC) cuts CFO option exercise price to $0.37

Rhea-AI Filing Summary

USBC, Inc. reported that CFO, Treasurer and Secretary Kitty B. Payne had 3,750,000 stock options repriced. Existing options with a $1.10 per-share exercise price were returned to the company and replaced with options at a reduced $0.37 per-share exercise price.

The repriced options cover 3,750,000 shares of common stock and were granted under the Amended and Restated 2021 Equity Incentive Plan. They vest 25% on the one-year anniversary of the original grant dates and then in quarterly installments over the following three years.

Insights

Equity compensation analyst

USBC reprices 3.75M CFO options from $1.10 to $0.37.

USBC, Inc. adjusted Kitty B. Payne’s equity incentives by cancelling 3,750,000 options with a $1.10 exercise price and granting the same number at $0.37 per share. This keeps the total option count unchanged while lowering the strike price.

The options relate to grants from August 6 and October 7, 2025 under the Amended and Restated 2021 Equity Incentive Plan. Vesting remains performance- and service-based: 25% after one year from the grant dates, with the remainder vesting quarterly over three years.

This is a compensation-structure change rather than a market transaction; no open-market buying or selling occurred. Future company filings may clarify how similar repricings apply to other employees and the overall equity overhang.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider PAYNE KITTY B

Role CFO, Treasurer, Secretary

Type	Security	Shares	Price	Value
Disposition	Option to Purchase Common Stock	3,750,000	$0.00	--
Grant/Award	Option to Purchase Common Stock	3,750,000	$0.00	--

Holdings After Transaction: Option to Purchase Common Stock — 0 shares (Direct)

Footnotes (1)

1. The transactions reported involved the repricing of outstanding stock options to purchase 3,750,000 shares of common stock of USBC, Inc. (the "Company") pursuant to the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the "Amended and Restated 2021 Plan"), reflecting the options granted on August 6 and October 7, 2025. The option will vest as to 25% of the shares covered by the option on the one-year anniversary of their respective grant dates and in quarterly installments thereafter over the next three years. On March 18, 2026, in accordance with the terms of the Amended and Restated 2021 Plan, the Board of Directors of the Company approved a repricing of outstanding stock options granted or repriced on October 7, 2025. The exercise price of each repriced option was reduced from $1.10 to $0.37 per share. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PAYNE KITTY B

(Last) (First) (Middle)

300 E 2ND STREET

15TH FLOOR

(Street)

RENO NEVADA 89501

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	CFO, Treasurer, Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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

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

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

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)	$1.1	03/18/2026		D			3,750,000	(1)	10/07/2035	Common Stock	3,750,000	$0	0	D
Option to Purchase Common Stock(2)	$0.37	03/18/2026		A		3,750,000		(2)	03/18/2036	Common Stock	3,750,000	$0	3,750,000	D

Explanation of Responses:

1. The transactions reported involved the repricing of outstanding stock options to purchase 3,750,000 shares of common stock of USBC, Inc. (the "Company") pursuant to the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the "Amended and Restated 2021 Plan"), reflecting the options granted on August 6 and October 7, 2025. The option will vest as to 25% of the shares covered by the option on the one-year anniversary of their respective grant dates and in quarterly installments thereafter over the next three years.

2. On March 18, 2026, in accordance with the terms of the Amended and Restated 2021 Plan, the Board of Directors of the Company approved a repricing of outstanding stock options granted or repriced on October 7, 2025. The exercise price of each repriced option was reduced from $1.10 to $0.37 per share. 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/ Kitty B. Payne	03/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did USBC (USBC) disclose about CFO Kitty B. Payne’s stock options?

USBC disclosed that CFO Kitty B. Payne’s outstanding options for 3,750,000 shares were repriced. Existing options at a $1.10 exercise price were cancelled and replaced with options at $0.37 per share, keeping the option count the same but lowering the strike price.

How many USBC shares are covered by the repriced options for the CFO?

The repriced options held by the CFO cover 3,750,000 shares of USBC common stock. The filing shows a disposition of 3,750,000 higher-priced options and a matching grant of 3,750,000 options at the new $0.37 per-share exercise price.

What is the new exercise price of USBC options granted to the CFO?

The new exercise price for Kitty B. Payne’s repriced options is $0.37 per share. Previously, these options had a $1.10 exercise price, and the Board approved the reduction consistent with the Amended and Restated 2021 Equity Incentive Plan on March 18, 2026.

How do the repriced USBC options for the CFO vest over time?

The repriced options vest 25% on the one-year anniversary of their original grant dates. The remaining 75% vests in quarterly installments over the next three years, keeping a four-year vesting schedule tied to continued service with USBC, Inc.

Were the USBC CFO’s options repriced under a specific equity plan?

Yes. The repricing took place under the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan. The filing notes that the Board approved lowering the exercise price for certain outstanding options consistent with this plan’s terms and governance framework.

Did the USBC CFO buy or sell stock in the market in this Form 4?

No open-market purchases or sales are reported in this Form 4. Instead, it records an internal compensation adjustment: cancellation of old options and grant of new options at a lower exercise price, leaving overall option quantity unchanged for the CFO.