[Form 4] Usio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Greg M. Carter, EVP & Chief Revenue Officer of Usio, Inc. (USIO), reported insider transactions dated 08/21/2025. He purchased 50,000 shares of Usio common stock at a price of $1.44 per share, bringing his reported direct beneficial ownership to 454,076 shares. On the same date he was granted three separate 6,000-unit restricted stock unit awards (RSUs) that vest on 08/21/2026, 08/21/2027, and 08/21/2028, respectively; each RSU converts to common shares and the awards include a change-of-control vesting provision through 08/21/2035 as specified. The Form 4 was signed on 08/22/2025 and reports these non-derivative and derivative-equivalent equity events without additional commentary.

Positive

• Insider purchase: Acquisition of 50,000 shares at $1.44, showing executive purchase of company stock
• Substantial direct ownership: Reported beneficial ownership of 454,076 shares following the purchase
• Structured compensation: Three RSU grants of 6,000 units each with explicit vesting dates (08/21/2026, 08/21/2027, 08/21/2028)
• Change-of-control provision: RSUs include vesting tied to change of control through 08/21/2035

Negative

• None.

Insights

Financial Analyst

TL;DR Insider purchase of 50,000 shares at $1.44 and time‑based RSU grants show management acquiring and receiving equity.

The reported open‑market purchase of 50,000 shares at $1.44 is a clear, explicit equity acquisition by an executive, increasing direct ownership to 454,076 shares. The simultaneous issuance of three 6,000 RSU tranches with staggered vesting (2026–2028) aligns compensation with future service, and the stated change‑of‑control vesting condition is explicitly documented. The filing contains no financial performance metrics or forward guidance; analysis should be limited to ownership and compensation mechanics disclosed.

Corporate Governance Expert

TL;DR Filing documents routine insider purchase and standard time‑based RSUs with change‑of‑control protection.

The Form 4 discloses a transaction consistent with typical executive equity compensation and personal investment activity. Vesting dates and the explicit change‑of‑control acceleration are provided, which are governance‑relevant details for evaluating alignment and potential post‑transaction incentives. The report does not indicate any derivative exercises, transfers, or relinquishments beyond the listed RSUs and share purchase.

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
Estimated average burden
hours per response:			0.5

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^*

Carter Greg M

(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)
	EVP, Chief Revenue 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	454,076	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	22,000	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	28,000	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	34,000	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/ Greg Carter	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 transaction did Greg M. Carter report on Form 4 for USIO?

He reported an open‑market purchase of 50,000 common shares on 08/21/2025 at a price of $1.44 per share.

How many shares does Greg Carter beneficially own after the reported transaction?

The Form 4 reports 454,076 shares as his direct beneficial ownership following the purchase.

What restricted stock units were granted to Greg Carter on 08/21/2025?

He was granted three RSU awards of 6,000 units each that vest on 08/21/2026, 08/21/2027, and 08/21/2028, respectively; each converts to common shares.

Do the RSUs have any special vesting conditions?

Yes, the RSUs include a change-of-control vesting provision and reference an overall expiration through 08/21/2035 as stated in the filing.

What is Greg Carter's role at Usio as reported on the Form 4?

He is listed as EVP, Chief Revenue Officer and the filing indicates he is an officer and director.