[Form 4] Usio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Usio insider Louis A. Hoch reported multiple equity awards and a direct purchase on 08/21/2025. Mr. Hoch acquired 300,000 shares of Usio common stock at $1.47 per share, increasing his direct beneficial ownership to 3,236,434 shares. He also received three separate grants of 7,000 restricted stock units (RSUs) on 08/21/2025, 08/22/2025 and 08/21/2025 with staggered vesting dates of 08/21/2026, 08/21/2027 and 08/21/2028, respectively. Each RSU grant converts to common shares; post-grant reported counts for derivative holdings are shown as 32,000, 39,000 and 46,000 in the filing. The 300,000-share acquisition is subject to a vesting/holding condition that references 08/21/2035 or change of control terms per the employment agreement.

Positive

• Significant insider purchase: Acquisition of 300,000 shares at $1.47 increases direct ownership to 3,236,434 shares.
• Long-term alignment: Multiple RSU grants vesting over 2026–2028 create multi-year executive incentives.
• CEO confidence signal: The reporting person is Chairman, President and CEO, making the purchase a notable insider vote of confidence.

Negative

• Vesting and restriction complexity: The 300,000-share block references vesting or conditions through 08/21/2035 or change-of-control terms, which delay full economic alignment.
• Concentration of authority: The reporting person holds multiple leadership roles (Chairman, President and CEO), which concentrates control and may raise governance scrutiny.

Insights

Financial Analyst

TL;DR: Insider purchase of 300,000 shares at $1.47 signals management confidence and materially increases direct ownership.

The reported open-market acquisition of 300,000 common shares at $1.47 by the company's Chairman/CEO substantially boosts the reporting person's direct stake to 3.24 million shares, which is a meaningful insider buy for a smaller-cap issuer. The filing also documents multiple RSU grants with multi-year vesting schedules, aligning executive incentives with long-term performance. For investors, the combination of purchase and time‑phased equity awards points to retained upside exposure but also indicates reliance on employment-agreement vesting conditions (including a long-form 2035 provision for the large block).

Corporate Governance Expert

TL;DR: Equity grants and purchase are standard governance tools; vesting terms merit review for change-of-control protections.

The filing shows customary use of RSUs and a share purchase by a company insider who is also Chairman, President and CEO. The multi-year and change-of-control vesting provisions — particularly the long dated 2035 condition tied to the large 300,000-share tranche — should be reviewed by governance stakeholders to understand severance, acceleration, and retention implications. These contractual features affect alignment between shareholder interests and executive compensation timing.

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^*

HOCH LOUIS A

(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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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		300,000(4)	A	$1.47	3,236,434	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		7,000(1)		08/21/2026	08/21/2035	Common Shares	7,000	$0.0000	32,000	D
Restriced Stock Units	$0.0000	08/22/2025		A		7,000(3)		08/21/2027	08/21/2035	Common Shares	7,000	$0.0000	39,000	D
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(2)		08/21/2028	08/21/2035	Common Shares	7,000	$0.0000	46,000	D

Explanation of Responses:

1. Restricted Stock Units vests on 08/21/2026 or upon terms of the reporting persons employment agreement.

2. Restricted Stock Units vests on 08/21/2028 or upon terms of the reporting persons employment agreement.

3. Restricted Stock Units vests on 08/21/2027 or upon terms of the reporting persons employment agreement.

4. Vests 08/21/2035 or change of control or per terms of employment agreement.

	Louis Hoch	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 Louis A. Hoch report on Form 4 for Usio (USIO)?

He reported acquiring 300,000 shares at $1.47 and receiving three RSU grants of 7,000 shares each, with various vesting dates.

How many shares does Louis A. Hoch beneficially own after the transaction?

Direct beneficial ownership reported is 3,236,434 shares after the 300,000-share acquisition.

What are the vesting schedules for the RSU grants reported?

RSUs vest on 08/21/2026, 08/21/2027 and 08/21/2028 for the respective 7,000-share grants; a separate condition references 08/21/2035 or change of control for the large block.

When were the transactions reported on Form 4 executed?

The acquisition and RSU awards were executed on 08/21/2025 and 08/22/2025 as noted in the filing.

What roles does the reporting person hold at Usio?

Louis A. Hoch is listed as Chairman, President and CEO and as a 10% owner.