USBC insider grant and repricing create 15M-option exposure at $1.10

Rhea-AI Filing Summary

USBC insider option activity: The company's Chief Operating Officer participated in targeted option adjustments and a new grant. Outstanding options covering 7,140,000 shares were repriced from $2.45 to $1.10 and remain subject to the original vesting schedule that vests 25% after one year with quarterly vesting thereafter. In addition, a new option for 7,860,000 shares was granted at an exercise price of $1.10 with the same vesting pattern, producing a total of 15,000,000 underlying shares held after the transactions. The repriced and newly granted options have exercise windows stretching to 2035 and carry standard multi-year vesting to align with future service.

Positive

• Exercise price reduced from $2.45 to $1.10 on 7,140,000 option shares to restore incentive value
• New grant of 7,860,000 options at $1.10 aligns long-term pay with future performance
• Standard vesting (25% after one year, then quarterly) promotes retention over multi-year period

Negative

• Total potential dilution of 15,000,000 shares underlying options held by the reporting person
• Large option volume may increase shareholder dilution risk and prompt governance scrutiny
• Repricing reduces strike which benefits option holders even if company share price has not improved

Insights

Compensation Consultant

Repricing plus a large new grant materially changes incentive geometry for the executive.

The repricing lowered the strike from $2.45 to $1.10 on 7,140,000 option shares and a separate 7,860,000 share option was newly granted at $1.10. Both sets vest 25% after one year with quarterly vesting thereafter and have terms into 2035. This reduces immediate exercise cost and increases potential upside sensitivity to the share price.

Dependencies include future stock performance and retention via vesting; the cost to holders rises if the market price remains below the new strike. Monitor granted-vs-outstanding option totals and any disclosure of expected dilution in upcoming reporting over the next 12–36 months.

Corporate Governance Analyst

Board-approved repricing and large option awards raise dilution and governance questions.

The Board approved repricing on 10/07/2025 and issued a new long-term option, resulting in 15,000,000 option shares outstanding for this reporting person. Such size is material relative to many issuers and creates clear potential dilution to shareholders if exercised.

Key risks include shareholder perception of executive compensation practices and the need for clear disclosure of the rationale; watch for proxy disclosures or shareholder communications in the next annual meeting cycle and any retained equity-availability metrics over the following year.

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^*

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)
10/07/2025

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	10/07/2025		D			7,140,000	(1)	08/06/2035	Common Stock	7,140,000	$0	0	D
Option to Purchase Common Stock(2)	$1.1	10/07/2025		A		7,140,000		(2)	10/07/2035	Common Stock	7,140,000	$0	7,140,000	D
Option to Purchase Common Stock(3)	$1.1	10/07/2025		A		7,860,000		(3)	10/07/2035	Common Stock	7,860,000	$0	15,000,000	D

Explanation of Responses:

1. The transactions reported involved the repricing of outstanding stock options to purchase 7,140,000 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"), initially granted on August 6, 2025 (the "Grant Date"). 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.

2. On October 7, 2025, in accordance with the terms of the Amended and Restated 2021 Plan, the Board of Directors the Company approved a repricing of outstanding stock options granted on August 6, 2025. The exercise price of each repriced option was reduced from $2.45 to $1.10 per share.

3. On October 7, 2025, the Reporting Person was granted an option to purchase 7,860,000 shares of the Issuer's common stock pursuant to the Amended and Restated 2021 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	10/09/2025
	** 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 option changes did USBC (USBC) disclose on 10/07/2025?

The company approved a repricing that lowered the exercise price from $2.45 to $1.10 for 7,140,000 option shares and granted a new option for 7,860,000 shares at $1.10.

How many total option shares does the reporting officer hold after the transactions?

Following the transactions the reporting person holds options covering a total of 15,000,000 common shares.

What are the vesting terms for the repriced and new options?

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

What are the exercise prices and expiry timelines for these options?

The applicable exercise price after repricing is $1.10; options reference exercise windows with expiration dates into 2035.

Who filed the Form 4 and what is the reporting person’s role?

The Form 4 was filed by the Chief Operating Officer, who is an officer and director of the company.