[Form 4/A] Usio, Inc. Amended Insider Trading Activity

Rhea-AI Filing Summary

Louis A. Hoch, Chairman, President and CEO of Usio, Inc. (USIO), reported an amended Form 4 showing insider purchases and restricted stock unit grants on 08/21/2025. The filing discloses an acquisition of 300,000 shares of Usio common stock at a price of $1.44 per share, bringing his reported beneficial ownership to 3,236,434 shares. The filing also reports three separate grants of 7,000 restricted stock units (RSUs) each that were granted on 08/21/2025 with staggered vesting dates: 08/21/2026, 08/21/2027 and 08/21/2028, and an additional RSU tranche that vests on 08/21/2035 under the employment agreement terms. The RSUs have a stated conversion price of $0.00 and represent common shares upon vesting.

Positive

• CEO acquisition of 300,000 shares at $1.44 increases the CEO’s direct stake to 3,236,434 shares
• Multiple RSU grants with staggered vesting (2026, 2027, 2028, and 2035) tie executive compensation to multi‑year retention
• RSUs convert to common shares at a $0.00 conversion price, indicating outright equity awards rather than options

Negative

• None.

Insights

Securities Analyst

TL;DR: CEO acquired 300,000 shares and received multiple RSU grants, materially increasing his reported stake.

The amended Form 4 shows a material open-market or plan acquisition of 300,000 common shares at $1.44, increasing Louis Hoch's reported beneficial ownership to 3,236,434 shares. In addition, the CEO received multiple RSU awards effective 08/21/2025 with staggered vesting through 2035 and a $0.00 conversion price, indicating time‑based compensation rather than option-like strike economics. For investors, insider accumulation and multi-year RSU schedules are relevant for understanding executive alignment and potential future share issuance on vesting, but the filing provides no information about the source of the acquired 300,000 shares or whether the purchase was open-market or plan-based.

Corporate Governance Expert

TL;DR: Executive compensation and ownership updated; RSU vesting tied to employment terms.

The filing documents RSU grants with explicit vesting dates and a note that vesting may occur per the employment agreement or upon change of control for at least one tranche. That language is typical for executive awards and aligns long‑term incentives with retention or transaction events. The amendment clarifies timing and quantities but does not include details on performance conditions or dilution impact figures. The Form 4 is informative for governance oversight but lacks full context on grant rationale or the company's equity plan utilization.

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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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^*

HOCH LOUIS A

(Last) (First) (Middle)

3611 PAESANOS PARKWAY

SUITE 300

(Street)

SAN ANTONIO TX 78231

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Usio, Inc. [ USIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/22/2025

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
Common Stock	08/21/2025		A		300,000(1)	A	$1.44	3,236,434	D

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
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(4)		08/21/2026	08/21/2035	Common Shares	7,000	$0.0000	32,000	D
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(2)		08/21/2027	08/21/2035	Common Shares	7,000	$0.0000	39,000	D
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(3)		08/21/2028	08/21/2035	Common Shares	7,000	$0.0000	46,000	D

Explanation of Responses:

1. Vests 08/21/2035 or change of control or per terms of employment agreement.

2. Restricted Stock Units vests on 08/21/2027 or upon terms of the reporting persons employment agreement.

3. Restricted Stock Units vests on 08/21/2028 or upon terms of the reporting persons employment agreement.

4. Restricted Stock Units vests on 08/21/2026 or upon terms of the reporting persons employment agreement.

	Louis Hoch	08/22/2025
	** 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.
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FAQ

What did Louis A. Hoch report on the Form 4/A for USIO?

He reported acquiring 300,000 common shares at $1.44 on 08/21/2025 and receiving multiple RSU grants effective 08/21/2025.

How many shares does the filing show Louis Hoch beneficially owns after the transaction?

The filing reports beneficial ownership of 3,236,434 common shares following the reported acquisition.

What are the terms and vesting dates for the restricted stock units in the filing?

Three separate 7,000 RSU awards were granted on 08/21/2025 with vesting on 08/21/2026, 08/21/2027 and 08/21/2028, plus an award that vests 08/21/2035 or per the employment agreement.

At what price were the 300,000 shares acquired?

The reported purchase price was $1.44 per share.

Does the Form 4/A state whether the RSUs include performance conditions?

The filing states vesting occurs per the employment agreement or change of control for one tranche; it does not specify any performance conditions.