[Form 4] Usio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Elizabeth Michelle Miller, a director of Usio, Inc. (USIO), was granted restricted stock units (RSUs) totaling 21,000 shares on 08/21/2025. The RSUs vest in three equal tranches of 7,000 shares on 08/21/2026, 08/21/2027 and 08/21/2028 and convert into common stock. Each grant shows an exercise/conversion price of $0.0000 and an expiration date of 08/21/2035. Following these reported transactions, Ms. Miller beneficially owns 37,000 shares of USIO common stock. The Form 4 was signed by Ms. Miller on 08/22/2025.

Positive

• Director granted 21,000 RSUs on 08/21/2025, providing retention incentives
• Clear vesting schedule (08/21/2026, 08/21/2027, 08/21/2028) improves transparency
• Form 4 timely signed (08/22/2025) and discloses conversion price and expiration

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received time‑based RSUs totaling 21,000 shares; this is routine compensation with limited immediate market impact.

The grant comprises three equal tranches vesting annually from 2026 through 2028, indicating standard retention incentive for a director rather than a performance‑conditioned award. The conversion price is $0.0000, consistent with restricted stock unit treatment. The incremental increase to 37,000 shares outstanding to the director is disclosed; absent larger context on share count or dilution, this is unlikely to be material to valuation. No sales or dispositions were reported.

Corporate Governance Expert

TL;DR: Grant structure reflects typical director compensation and retention practices; disclosure appears complete for Form 4 purposes.

The awards are standard time‑vesting RSUs with clear vesting and expiration dates disclosed on the form. The filing indicates the reporting person is a director and the transactions were reported promptly. There is no indication of related‑party transactions, unusual acceleration, or rule 10b5‑1 plan checkbox marked. From a governance standpoint, the disclosure fulfills Section 16 requirements and signals alignment incentives without immediate corporate control implications.

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)
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

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(1)		08/21/2026	08/21/2035	Common Stock	7,000	$0.0000	23,000	D
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(2)		08/21/2027	08/21/2035	Common Stock	7,000	$0.0000	30,000	D
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(3)		08/21/2028	08/21/2035	Common Stock	7,000	$0.0000	37,000	D

Explanation of Responses:

1. Restricted Stock Units vests on 08/21/2026.

2. Restricted Stock Units vests on 08/21/2027.

3. Restricted Stock Units vests on 08/21/2028.

	/s/ Elizabeth Michelle Miller	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 Usio director Elizabeth Miller receive on 08/21/2025 (USIO)?

She was granted 21,000 restricted stock units in three tranches of 7,000 each on 08/21/2025.

When do Elizabeth Miller's RSUs vest and when do they expire?

Vesting dates: 08/21/2026, 08/21/2027, 08/21/2028. Expiration date: 08/21/2035.

How many USIO shares does Elizabeth Miller beneficially own after the transaction?

She beneficially owns 37,000 shares of Usio common stock following the reported transactions.

What is the conversion/exercise price for the RSUs reported on the Form 4?

The reported conversion price is $0.0000 for the restricted stock units.

Was the Form 4 filed jointly or by a single reporting person?

The form was filed by one reporting person (box checked for one reporting person).