Usio Board Member Elizabeth Miller Increases Stake Despite Tax-Related Sale

Rhea-AI Filing Summary

Elizabeth Michelle Miller, Director at Usio, reported significant insider transactions on June 21, 2025. The transactions involved:

• Acquisition of 7,000 shares of common stock at $1.44 per share through the vesting and conversion of Restricted Stock Units (RSUs) granted on June 21, 2024
• Disposition of 1,750 shares at $1.44 per share to cover tax obligations

Following these transactions, Miller's direct ownership stands at 46,028 shares of common stock and 38,222 RSUs. The RSUs have an exercise price of $0.00 and expire on June 21, 2034. This transaction pattern suggests standard executive compensation vesting and associated tax-related share withholding.

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

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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^*

Miller Elizabeth Michelle

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2025

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	06/21/2025		M		7,000(1)	A	$1.44	47,778	D
Common Stock	06/21/2025		F		1,750(2)	D	$1.44	46,028	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	06/21/2025		M			7,000(1)	06/21/2025	06/21/2034	Common Shares	7,000	$0.0000	38,222	D

Explanation of Responses:

1. The reporting person received these shares of common stock due to the vesting and subsequent conversion of restricted stock units granted on 6/21/2024 and vested 6/21/2025.

2. The reporting person returned 1,750 shares to the issuer at the closing price on 6/21/2025 of $1.44 to cover taxes due.

	/s/ Elizabeth Michelle Miller	06/23/2025
	** 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

How many USIO shares did Elizabeth Miller acquire on June 21, 2025?

Elizabeth Miller acquired 7,000 shares of USIO common stock on June 21, 2025, through the vesting and conversion of restricted stock units (RSUs). However, 1,750 shares were returned to the company to cover tax obligations, resulting in a net acquisition of 5,250 shares.

What is the current stock ownership of USIO director Elizabeth Miller after the June 21, 2025 transactions?

Following the reported transactions on June 21, 2025, Elizabeth Miller directly owns 46,028 shares of USIO common stock and 38,222 restricted stock units.

What was the price of USIO shares used for tax withholding on June 21, 2025?

The shares were returned to USIO at a price of $1.44 per share, which was the closing price on June 21, 2025, to cover tax obligations.

When do Elizabeth Miller's USIO restricted stock units expire?

The restricted stock units (RSUs) have an expiration date of June 21, 2034, which is 9 years from the vesting date of June 21, 2025.

What position does Elizabeth Miller hold at USIO according to the Form 4?

According to the Form 4 filing, Elizabeth Miller serves as a Director of USIO, Inc. This is indicated by the 'X' marked in the Director box under the relationship to issuer section.