USIO 8-K: Board retainer set at $2,000; $20k for Audit Chair on timely 10-K

Rhea-AI Filing Summary

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.

Positive

• Standardized quarterly compensation of $2,000 for four independent directors improves predictability of board pay
• $20,000 contingent payment to the Audit Committee Chair aligns compensation with timely, compliant 10-K filing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Standardizing director cash pay clarifies governance costs and ties a material supplemental payment to 10-K delivery.

The amendments formalize a uniform quarterly retainer of $2,000 for each independent director, which simplifies board compensation structure and improves predictability of governance expense. The $20,000 contingent payment to the Audit Committee Chair for timely 10-K filing links compensation to a key compliance milestone, which can strengthen accountability for financial reporting. These are governance-level changes with limited direct impact on operations or capital allocation but could modestly affect annual G&A expense depending on past practices.

Compensation Analyst

TL;DR: Cash retainers are modest; the one-time annual compliance bonus is noteworthy but not likely material to investors.

Setting quarterly cash retainers at $2,000 is low relative to typical public-company director fees, indicating a conservative cash-compensation approach or reliance on other compensation forms not described here. The $20,000 award tied to timely 10-K filing is a meaningful per-year payment for the Audit Chair and creates a direct incentive for timely, compliant reporting. The filing does not disclose historical pay levels or equity grants, so assessment of net change in director compensation expense is limited.

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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):  August 29, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2025, we entered into an amendment to the Independent Director Agreement executed on May 5, 2017, with Brad Rollins, a member of our Board of Directors. Under the terms of the amendment, Mr. Rollins’s new quarterly compensation shall be two thousand dollars ($2,000.00).

On August 28, 2025, we entered into an amendment to the Independent Director Agreement executed on April 1, 2019, with Blaise Bender, a member of our Board of Directors. Under the terms of the amendment, Mr. Bender’s new quarterly compensation shall be two thousand dollars ($2,000.00), and as the Chair of the Audit Committee, Mr. Bender shall receive twenty thousand dollars ($20,000.00) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year.

On August 28, 2025, we entered into an amendment to the Independent Director Agreement executed on August 29, 2020, with Ernesto R. Beyer de la Garza, a member of our Board of Directors. Under the terms of the amendment, Mr. Beyer’s new quarterly compensation shall be two thousand dollars ($2,000.00).

On August 28, 2025, we entered into an amendment to the Independent Director Agreement executed on June 16, 2022, with Michelle Miller, a member of our Board of Directors. Under the terms of the amendment, Ms. Miller’s new quarterly compensation shall be two thousand dollars ($2,000.00).

The foregoing description of the Independent Director Agreements is not complete and is qualified in its entirety by reference to the full text of the amendment to the Independent Director Agreements, copies of which are being filed herewith as Exhibits to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.1	First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Brad Rollins
10.2	First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Blaise Bender
10.3	First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Ernesto R. Beyer de la Garza
10.4	First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Michelle Miller
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: August 29, 2025 USIO, INC.   By:    /s/ Louis A. Hoch Name:     Louis A. Hoch Title: Chief Executive Officer and President

FAQ

What changes to director compensation did USIO (USIO) disclose in this 8-K?

The company amended independent director agreements to set quarterly cash compensation at $2,000 for Brad Rollins, Blaise Bender, Ernesto R. Beyer de la Garza, and Michelle Miller; the Audit Chair (Mr. Bender) also receives $20,000 upon timely, compliant filing of the annual 10-K.

Who receives the $20,000 payment described in the USIO 8-K?

The $20,000 payment is payable to Blaise Bender in his capacity as Audit Committee Chair upon timely and compliant filing of the company's annual Form 10-K.

Does the 8-K report changes to executive officer roles or other corporate actions?

No. The filing only amends independent director compensation agreements; it does not disclose changes to executive officers, material transactions, or financial statements.

Are the full amendment agreements available in the filing?

Yes. The summary states that the full text of the amendments is filed as exhibits to the Current Report and is incorporated by reference.

When were these independent director agreement amendments executed?

The amendments were entered into on August 28, 2025.