[Form 4] Usio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Jerry Uffner, reporting person and SVP, Card Issuing at Usio, Inc. (USIO), reported acquisitions on 08/21/2025. He purchased 40,000 shares of Common Stock at $1.44 each, increasing his direct beneficial ownership to 242,638 shares. The Form 4 also records three separate awards of 6,000 Restricted Stock Units (RSUs) each, granted 08/21/2025 with vesting dates of 08/21/2026, 08/21/2027, and 08/21/2028, and an additional RSU tranche that vests on 08/21/2035 or upon a change in control as specified.

The reported transactions are direct acquisitions and are documented on the Form 4 filed and signed 08/22/2025. The filings show the number of RSUs corresponding to common shares bringing derivative beneficial ownership totals to 44,000, 50,000, and 56,000 in the schedules as reported.

Positive

• Officer purchased 40,000 shares at $1.44, increasing direct beneficial ownership to 242,638 shares
• Multiple RSU awards (three tranches of 6,000 RSUs each) with staged vesting provide alignment of executive and shareholder interests
• Change‑of‑control vesting provisions for RSUs are explicitly disclosed

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider acquired shares and received time‑vested RSUs, modestly increasing direct holdings; transaction size appears routine for an officer of this level.

The Form 4 documents a purchase of 40,000 common shares at $1.44 and multiple RSU awards of 6,000 shares each with staggered vesting through 2028 and contingent vesting to 2035 or on change of control. The acquisition increases direct ownership to 242,638 shares and establishes derivative holdings reported in cumulative steps to 56,000. For investors, these are standard compensation and purchase activities rather than extraordinary events; they affect insider ownership metrics but provide no earnings or operational updates.

Corporate Governance Expert

TL;DR: Officer disclosure aligns with Section 16 requirements; RSUs include change‑of‑control provisions and multi‑year vesting schedules.

The filing complies with disclosure rules by reporting both open‑market share acquisition and equity compensation grants. The RSUs feature multi‑year vesting and explicit change‑of‑control vesting triggers noted in the explanations, which is common in executive grant agreements to protect executives on corporate transactions. The filing is informational for governance and compensation review but contains no adverse governance disclosures.

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^*

Uffner Jerry

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Card Issuing

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

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
Common Stock	08/21/2025		A		40,000(1)	A	$1.44	242,638	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		6,000(4)		08/21/2026	08/21/2035	Common Shares	6,000	$0.0000	44,000	D
Restriced Stock Units	$0.0000	08/21/2025		A		6,000(2)		08/21/2027	08/21/2035	Common Shares	6,000	$0.0000	50,000	D
Restriced Stock Units	$0.0000	08/21/2025		A		6,000(3)		08/21/2028	08/21/2035	Common Shares	6,000	$0.0000	56,000	D

Explanation of Responses:

1. Vests 08/21/2035 or change of control.

2. Restricted Stock Units vests on 08/21/2027 or change in control.

3. Restricted Stock Units vests on 08/21/2028 or change in control.

4. Restricted Stock Units vests on 08/21/2026 or change in control.

	/s/ Jerry Uffner	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Jerry Uffner report on Form 4 for USIO?

He reported acquiring 40,000 common shares at $1.44 on 08/21/2025 and receiving three tranches of 6,000 RSUs each with specified vesting dates.

How many shares does Jerry Uffner beneficially own after the reported transaction?

The Form 4 reports 242,638 shares of direct beneficial ownership following the purchase.

What are the vesting dates for the RSUs reported on USIO's Form 4?

RSU vesting dates reported are 08/21/2026, 08/21/2027, and 08/21/2028, with change‑of‑control provisions noted (and a vesting reference to 08/21/2035).

When was the Form 4 for USIO signed?

The Form 4 is signed by Jerry Uffner and dated 08/22/2025.

Were these transactions direct or indirect holdings?

The filing indicates these are direct (D) beneficial ownership entries for both the purchased shares and the RSUs as reported.