[Form 4] Usio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Michael Joseph White, SVP and Chief Accounting Officer of Usio, Inc. (USIO), reported transactions on 08/21/2025. He acquired 50,000 common shares at $1.44 each that vest on 08/21/2035 or upon a change in control. He was also granted three separate restricted stock unit awards of 6,000 RSUs each on the same date that vest on 08/21/2026, 08/21/2027 and 08/21/2028, each with an expiration of 08/21/2035. Following these reported transactions, he beneficially owns 266,537 shares directly.

Positive

• Insider purchase of 50,000 shares at $1.44 demonstrates direct financial commitment by a senior officer
• Staged RSU grants vesting over multiple years align executive compensation with long-term retention
• Clear disclosure of vesting conditions and post-transaction beneficial ownership (266,537 shares)

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider acquired shares and received staged RSUs, increasing direct ownership to 266,537 shares.

The filing shows a direct acquisition of 50,000 common shares at $1.44 and three scheduled RSU grants of 6,000 shares each with multi-year vesting through 2028 and long expiration dates to 2035. The combination of an outright acquisition and time‑based RSUs indicates compensation and retention mechanisms for a senior accounting officer. The reported direct ownership figure of 266,537 provides a clear post-transaction basis for monitoring insider alignment with shareholders.

Corporate Governance Expert

TL;DR: Grants are structured for long-term retention; vesting tied to multi-year schedule and change-of-control protections.

The transaction mix—vested-restricted shares with a 2035 vesting/event date and staggered RSU vesting in 2026–2028—reflects a retention-focused design. The change-of-control language for vesting is explicitly noted for the 50,000 shares and RSUs, which is a common governance feature to protect executive value in corporate transactions. All elements are clearly disclosed and signed by the reporting person.

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^*

White Michael Joseph

(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, Chief Accounting Officer

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		50,000(1)	A	$1.44	266,537	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	19,200	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	25,200	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	31,200	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/ Michael White	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 Michael J. White report on Form 4 for USIO?

He acquired 50,000 common shares at $1.44 on 08/21/2025 and received three grants of 6,000 RSUs each on the same date.

How many shares does the reporting person own after the transactions?

266,537 common shares are reported as beneficially owned following the 08/21/2025 transactions.

When do the acquired shares and RSUs vest?

The 50,000 shares vest on 08/21/2035 or upon a change in control; RSUs vest on 08/21/2026, 08/21/2027, and 08/21/2028 respectively, with expiration 08/21/2035.

What was the purchase price reported for the common shares?

The reported price per share for the 50,000 common shares was $1.44.

What is the reporting person's role at Usio, Inc. (USIO)?

He is reported as an Officer with the title SVP, Chief Accounting Officer.