USBC director granted 5.24M options; repriced 4.76M options

Rhea-AI Filing Summary

Insider option activity: A director, Linda Jenkinson, reported option repricings and new grants on 10/07/2025 for USBC, Inc. The Board approved lowering the exercise price of previously granted options from $2.45 to $1.10 for 4,760,000 shares. The reporting person also received two option grants: one repriced option covering 4,760,000 shares and a new option for 5,240,000 shares, creating total option exposure to 10,000,000 underlying shares exercisable through 2035. Each option vests 25% after one year then quarterly over three years.

Positive

• Vesting schedule aligns with service-based retention: options vest 25% after one year then quarterly over three years
• Long-term alignment: options expire in 2035, creating a multi-year incentive horizon

Negative

• Significant potential dilution: 10,000,000 underlying shares granted or repriced could be material to outstanding share count
• Repricing reduces exercise price from $2.45 to $1.10, which may concern shareholders about previous grant pricing or retention cost

Insights

Compensation Analyst

Repricing and a large new grant raise dilution and retention questions.

The Board reduced the exercise price from $2.45 to $1.10 for an existing option covering 4.76M shares and granted an additional 5.24M-share option to a director, totaling 10M underlying shares with 2035 expirations. Vesting is standard: 25% after one year then quarterly over three years, aligning pay-for-service.

Key dependencies include the company’s outstanding share count and potential dilution impact to equity per-share metrics; monitor filings for total shares outstanding and any shareholder authorization for repricings within the next 12 months.

Corporate Governance Expert

Board-approved repricing suggests retention or correction of prior strike pricing.

Repricing of options requires Board approval and often follows assessments of competitiveness or remediation of option pricing errors. The action affects senior-level incentives and could trigger shareholder scrutiny if dilution is material relative to the cap table.

Watch for disclosure of the company’s equity plan capacity, any related-party approval details, and subsequent Schedule 13D/G or proxy disclosures within the next fiscal year that quantify dilution and governance rationale.

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
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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 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)

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

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			4,760,000	(1)	08/06/2035	Common Stock	4,760,000	$0	0	D
Option to Purchase Common Stock(2)	$1.1	10/07/2025		A		4,760,000		(2)	10/07/2035	Common Stock	4,760,000	$0	4,760,000	D
Option to Purchase Common Stock(3)	$1.1	10/07/2025		A		5,240,000		(3)	10/07/2035	Common Stock	5,240,000	$0	10,000,000	D

Explanation of Responses:

1. The transactions reported involved the repricing of outstanding stock options to purchase 4,760,000 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 5,240,000 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/ Linda Jenkinson	10/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What option transactions did USBC insider Linda Jenkinson report on Form 4?

The filing shows repricing of an option covering 4,760,000 shares from $2.45 to $1.10 and a new option grant of 5,240,000 shares, totaling 10,000,000 underlying shares.

When do the reported options vest and expire for USBC?

Each option vests 25% on the one-year anniversary of the grant and then quarterly over three years, with expiration dates in 2035.

Did the Board approve the repricing for USBC options?

Yes, the Board approved the repricing on 10/07/2025 under the Amended and Restated 2021 Equity Incentive Plan, reducing the exercise price to $1.10.

How many shares will be exercisable by the reporting person after the transactions?

Following the transactions the reporting person is shown with beneficial ownership of options to purchase 10,000,000 shares of common stock.

Are these transactions purchase or exercise events?

The filing reports option repricing and grants (derivative securities); there is no cash exercise reported in this Form 4.