USBC (USBC) reprices 10M director options to $0.37 strike

Rhea-AI Filing Summary

USBC, Inc. director Linda Jenkinson repriced 10,000,000 stock options on common shares. An existing option covering 10,000,000 shares with a $1.10 exercise price was returned to the company, and a new option for 10,000,000 shares was granted at a $0.37 exercise price.

According to the company’s Amended and Restated 2021 Equity Incentive Plan, the repriced option vests as to 25% of the covered shares on the one-year anniversary of the applicable grant date and then in quarterly installments over the following three years, aligning compensation with long-term service.

Insights

Equity compensation analyst

USBC repriced 10M director options, lowering the strike to $0.37 with standard vesting.

The transactions show a one-for-one repricing of director Linda Jenkinson’s option to purchase 10,000,000 USBC common shares. An older option at an exercise price of $1.10 per share was surrendered to the issuer and replaced with a new option at $0.37 per share.

The award was made under the Amended and Restated 2021 Equity Incentive Plan and vests 25% on the one-year anniversary of the grant date, with the remainder vesting quarterly over the next three years. This is a non-cash, compensation-related adjustment, so its significance depends on how option repricing aligns director incentives with shareholder outcomes in future filings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Jenkinson Linda

Role Director

Type	Security	Shares	Price	Value
Disposition	Option to Purchase Common Stock	10,000,000	$0.00	--
Grant/Award	Option to Purchase Common Stock	10,000,000	$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 10,000,000 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^*

Jenkinson Linda

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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

Explanation of Responses:

1. The transactions reported involved the repricing of outstanding stock options to purchase 10,000,000 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/ Linda Jenkinson	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) director Linda Jenkinson report in this Form 4?

Linda Jenkinson reported a repricing of options on 10,000,000 USBC common shares. An existing option at a $1.10 exercise price was surrendered, and a new option for the same number of shares was granted at a $0.37 exercise price under the company’s equity plan.

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

The repriced equity award covers options on 10,000,000 shares of USBC common stock. The prior 10,000,000-share option was returned to the issuer, and a new 10,000,000-share option was granted, keeping the total optioned share count unchanged while lowering the exercise price.

What exercise prices were involved in the USBC option repricing for Linda Jenkinson?

The original option carried a $1.10 per share exercise price, which was canceled. The replacement option was granted with a lower $0.37 per share exercise price, as approved by the board under the Amended and Restated 2021 Equity Incentive Plan on March 18, 2026.

How do Linda Jenkinson’s repriced USBC options vest under the equity plan?

The repriced option vests 25% of its 10,000,000 shares on the one-year anniversary of the relevant grant date. The remaining 75% vests in quarterly installments over the following three years, creating a multi-year incentive tied to continued board service and company performance.

Is the USBC Form 4 for Linda Jenkinson an open-market stock purchase or sale?

The Form 4 reflects a compensation-related repricing, not an open-market trade. One option grant was disposed of back to USBC and a new option was awarded at a lower exercise price, leaving 10,000,000 option shares outstanding to Jenkinson after the transactions.