USBC insider granted 1.96M options at $1.10; total 3.75M

Rhea-AI Filing Summary

USBC, Inc. reporting person Kitty B. Payne, who serves as CFO/Treasurer/Secretary and a director, disclosed option activity on 10/07/2025. The Board approved a repricing that reduced the exercise price on 1,790,000 outstanding options from $2.45 to $1.10. The reporting person also received a new grant of 1,960,000 options exercisable at $1.10. After these transactions the reporting person beneficially owns 3,750,000 underlying shares via options, all exercisable through 2035 with standard vesting of 25% after one year and quarterly installments over three years thereafter.

The repricing and new grant increase the reporting persons option exposure and lower near-term strike prices, which may affect dilution and align executive incentives with current share value. All terms disclosed are pursuant to the Amended and Restated 2021 Equity Incentive Plan.

Positive

• Significant retention feature: options vest over 4-year schedule with 25% cliff, encouraging long-term retention
• Lower exercise price to $1.10 may improve upside alignment between executive pay and shareholder returns if stock recovers

Negative

• Potential dilution: reporting person now holds options for 3,750,000 shares, which could dilute existing shareholders upon exercise
• Repricing governance concern: post-grant repricing can be viewed negatively by investors as altering original award economics

Insights

Compensation Analyst

Repricing lowers strike and extends incentive exposure to align pay with current valuation.

The Board reduced the exercise price on 1,790,000 options to $1.10, and granted an additional 1,960,000 options at the same price, increasing the reporting persons total underlying options to 3,750,000. Vesting is standard: 25% after one year then quarterly over three years, which phases retention over a multi-year period.

This structure increases potential upside for the officer if the stock rises, while also creating near-term dilution risk; monitor option exercise behavior, outstanding option run-rate, and share-count changes over the next 12-36 months for dilution impact.

Corporate Governance Expert

Board-approved repricing is a material governance action with stakeholder implications.

The Boards approval to reprice options originally granted on 08/06/2025 indicates an explicit decision to adjust executive economics after grant. Repricing can be permissible under the equity plan but may raise shareholder governance questions about alignment and timing.

Investors should note the 10/07/2025 approval date and the 2035 expiration terms; review the equity plan's repricing policies and any shareholder approvals or disclosures in periodic filings within the next filing cycle.

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 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)
	CFO, Treasurer, Secretary

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			1,790,000	(1)	08/06/2035	Common Stock	1,790,000	$0	0	D
Option to Purchase Common Stock(2)	$1.1	10/07/2025		A		1,790,000		(2)	10/07/2035	Common Stock	1,790,000	$0	1,790,000	D
Option to Purchase Common Stock(3)	$1.1	10/07/2025		A		1,960,000		(3)	10/07/2035	Common Stock	1,960,000	$0	3,750,000	D

Explanation of Responses:

1. The transactions reported involved the repricing of outstanding stock options to purchase 1,790,000 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 of 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 1,960,000 shares of the Company'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/ Kitty B. Payne	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 did USBC insider Kitty B. Payne report on Form 4 (USBC)?

The report discloses a repricing of 1,790,000 options from $2.45 to $1.10 and a new grant of 1,960,000 options at $1.10, for a total of 3,750,000 underlying option shares.

What are the vesting and expiration terms of the options reported for USBC?

Each option vests 25% after one year, then quarterly over the next three years, and the options expire in 2035 as disclosed.

How does the repricing change the economics for the reporting person at USBC?

The repricing lowers the exercise price from $2.45 to $1.10, reducing the cost to acquire shares and increasing potential upside if the stock price rises above $1.10.

Did the Form 4 indicate the reason for repricing at USBC?

The Form 4 states the repricing was approved by the Board under the Amended and Restated 2021 Equity Incentive Plan; no additional rationale was provided in the filing.

How many total shares underlying options does Kitty B. Payne beneficially own after the transaction?

Following the transactions the reporting person beneficially owns options to purchase 3,750,000 shares of common stock.