Usio (NASDAQ: USIO) posts annual shareholder letter highlighting risks

Rhea-AI Filing Summary

Usio, Inc. filed a current report describing that on January 21, 2026 it issued an annual letter to its shareholders, which is furnished as Exhibit 99.1. The letter includes forward-looking statements about the company’s business, technology progress, growth and future financial performance, identified by terms such as “believe,” “expect,” and “anticipate.” These statements are described as subject to risks including technology changes, regulatory compliance, relationships with banking partners and card associations, exposure to credit and fraud risks, data breaches, software failures, and broader uncertainties such as pandemic effects, as previously outlined in Usio’s Form 10-K for the year ended December 31, 2024.

8-K Event Classification

3 items: 2.02, 7.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 21, 2026

USIO, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-30152		98-0190072
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

3611 Paesanos Parkway, Suite 300, San Antonio, TX		78231
(Address of principal executive offices)		(Zip Code)

(210) 249-4100

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	USIO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On January 21, 2026, Usio, Inc. issued an annual letter its shareholders. The full text of the press release is furnished as Exhibit 99.1. 

The information furnished in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. 

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to its future activities or future events or conditions. These forward-looking statements are identified by the use of words such as “believe,” “expect,” “project,” “anticipate,” “target,” and “launch,” or similar expressions including statements about commercial operations, technology progress, growth and future financial performance of the Company. Forward-looking statements in this report are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including such risks that the Company’s security applications may be insufficient; the Company’s ability to adapt to rapid technological change; adverse effects on the Company’s relationships with Automated Clearing House, bank sponsors and credit card associations; the Company’s ability to comply with federal or state regulations; the Company’s exposure to credit risks, data breaches, fraud or software failures, the uncertainty caused by the pandemic and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2024. One or more of these factors have affected, and in the future could affect, the Company’s businesses and financial results and could cause actual results to differ materially from plans and projections. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date as of which such statement was made.

Item 7.01 Regulation FD Disclosure

On January 21, 2026, Usio, Inc. issued an annual letter its shareholders. The full text of the press release is furnished as Exhibit 99.1. 

The information in Exhibit 99.1 is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

99.1	Usio, Inc. Letter to the Shareholders, Dated January 21, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 21, 2026 USIO, INC.   By:    /s/ Louis A. Hoch Name:     Louis A. Hoch Title: Chief Executive Officer and President

FAQ

What did Usio (USIO) disclose in this 8-K?

Usio reported that on January 21, 2026 it issued an annual letter to its shareholders, which is furnished as Exhibit 99.1 to the report.

Is Usios shareholder letter considered filed with the SEC?

No. Usio states that the information in Exhibit 99.1 is furnished under Item 7.01 and is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.

What topics do Usios forward-looking statements in the letter cover?

The forward-looking statements relate to Usios commercial operations, technology progress, growth and future financial performance, and other future activities or events.

What key risks does Usio highlight in connection with its forward-looking statements?

Usio cites risks such as potentially insufficient security applications, rapid technological change, relationships with Automated Clearing House partners, bank sponsors and card associations, regulatory compliance, exposure to credit risks, data breaches, fraud, software failures, and uncertainty caused by the pandemic.

How does Usio reference its prior SEC filings in this disclosure?

Usio notes that additional risks are discussed in its filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2024.

Does Usio commit to updating the forward-looking statements in the shareholder letter?

No. Usio states that it undertakes no obligation to update any forward-looking statement except as required by law.