Usio Inc SEC Filings

Usio, Inc. (USIO) filed an 8-K stating it furnished a press release announcing financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and, as noted, the information is furnished and not deemed “filed” for purposes of Section 18 of the Exchange Act.

The filing also includes forward‑looking statements with customary risk factors, referencing the company’s Form 10‑K for the year ended December 31, 2024 for additional risks.

Usio, Inc. amended independent director agreements on August 28, 2025, to set standard quarterly cash compensation of $2,000 for four non-employee directors: Brad Rollins, Blaise Bender, Ernesto R. Beyer de la Garza, and Michelle Miller. In addition, as Audit Committee Chair, Mr. Bender will receive a $20,000 payment upon the timely and compliant filing of the company's annual Form 10-K (including SEC-granted extensions). The filing notes that full amendment texts are filed as exhibits and that the summary here is qualified by those documents. No changes to executive officers, major transactions, earnings, or financial statements are disclosed in this report.

On August 27, 2025, the Compensation Committee of Usio, Inc. approved a new form of Restricted Stock Unit Agreement for use under the company's 2025 Comprehensive Equity Incentive Plan. The RSU Agreement will be used for future grants of restricted stock units to eligible employees, officers, and directors. A copy of the form of the RSU Agreement is attached as Exhibit 10.1 and is incorporated by reference. No financial terms, grant sizes, or specific participants were disclosed in the report.

Houston Frost, Senior Vice President and Chief Product Officer of Usio, Inc. (USIO), reported transactions dated 08/21/2025. He acquired 50,000 shares of Common Stock at a price of $1.44 per share, bringing his direct beneficial ownership to 717,108 shares. On the same date he was granted three tranches of 6,000 Restricted Stock Units (RSUs) each that vest on 08/21/2026, 08/21/2027, and 08/21/2028, respectively; an additional grant of 6,000 RSUs vests on 08/21/2035 or upon a change in control as noted. The Form 4 is signed and dated 08/25/2025.

Usio, Inc. director Blaise Bender received three awards of restricted stock units (RSUs) on 08/21/2025, each for 7,000 underlying shares. The RSUs vest in annual tranches: one on 08/21/2026, the second on 08/21/2027 and the third on 08/21/2028, and each converts into common stock with no cash exercise price. After the three awards, the filing reports 45,200 shares of common stock beneficially owned by Mr. Bender following the final tranche. The Form 4 was signed by Blaise Bender on 08/22/2025.

Usio, Inc. (USIO) director Brad Rollins reported receipt of three separate grants of 7,000 restricted stock units (RSUs) on 08/21/2025. Each tranche vests on sequential anniversaries: one on 08/21/2026, one on 08/21/2027, and one on 08/21/2028, all with an expiration or settlement reference of 08/21/2035. The Form 4 shows the underlying title as Common Stock and lists beneficial ownership figures following each reported grant as 28,000, 35,000, and 42,000 shares respectively. The grants are reported as acquisitions with a $0.00 price per unit.

Elizabeth Michelle Miller, a director of Usio, Inc. (USIO), was granted restricted stock units (RSUs) totaling 21,000 shares on 08/21/2025. The RSUs vest in three equal tranches of 7,000 shares on 08/21/2026, 08/21/2027 and 08/21/2028 and convert into common stock. Each grant shows an exercise/conversion price of $0.0000 and an expiration date of 08/21/2035. Following these reported transactions, Ms. Miller beneficially owns 37,000 shares of USIO common stock. The Form 4 was signed by Ms. Miller on 08/22/2025.

Ernesto R. Beyer, a director of Usio, Inc. (USIO), reported receipt of restricted stock units (RSUs) on 08/21/2025. The filing shows three separate RSU awards of 7,000 shares each granted the same day with vesting dates of 08/21/2026, 08/21/2027 and 08/21/2028. Each RSU tranche is settled into common stock and has a $0.00 per-share price. The filing lists cumulative beneficial ownership after each grant as 28,000, 35,000 and 42,000 shares respectively, held directly. The Form 4 was signed on 08/22/2025.

Jerry Uffner, Senior Vice President, Card Issuing at Usio, Inc. (USIO), filed an amended Form 4 reporting insider transactions on 06/21/2025. 4,000 restricted stock units vested and were converted into 4,000 shares of common stock via a Rule 10b5-1 or plan-coded transaction (code M). To satisfy tax withholding, 1,362 shares were returned to the issuer at the closing price of $1.44 per share.

After these transactions the Form shows beneficial ownership of 204,000 common shares following the vesting event and 202,638 common shares after the shares were returned for taxes. The reporting person also has 38,000 restricted stock unit equivalents listed as derivative securities following the reported transactions.