Usio Insider Houston Frost Converts 4,000 RSUs; Ownership Now 667k Shares

Rhea-AI Filing Summary

Insider Filing Overview: On 06/24/2025 Usio, Inc. (USIO) submitted a Form 4 disclosing that Senior Vice President & Chief Product Officer Houston Korth Frost converted restricted stock units (RSUs) into common shares.

Key transaction details

• Date of transaction: 06/21/2025 (reported code M – derivative conversion)
• Securities acquired: 4,000 common shares
• Conversion price: $0.00; filing cites market price of $1.44 per share (approx. $5,760 total value)
• Source: RSUs granted 06/21/2024, vested 06/21/2025

Post-transaction holdings

• Total direct common-stock ownership rises to 667,108 shares
• Derivative holdings (unvested/remaining RSUs): 12,000 units

Investment takeaways

• The conversion is non-cash and does not involve an open-market purchase or sale, so immediate market supply/demand is unaffected.
• The award size is modest relative to typical daily volume and outstanding share count, implying limited dilution impact.
• Incremental ownership reinforces management-shareholder alignment but, by itself, is unlikely to materially influence valuation or governance dynamics.

Positive

• Officer increased direct ownership by 4,000 shares, reinforcing management-shareholder alignment.
• No cash sale; transaction did not put additional shares into public float, limiting immediate dilution.

Negative

• Incremental dilution from RSU conversion, though the 4,000-share amount is immaterial.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; 4,000 shares added, ownership now 667k. Minor dollar value; immaterial market impact but signals continued insider alignment.

The filing shows a standard one-year RSU vesting cycle. At $1.44 market value, the $5.8k worth of shares is negligible versus Usio’s market cap and average daily turnover. Because the conversion price is zero, no cash changed hands and no open-market transaction occurred, so float and liquidity are unchanged. The officer’s cumulative stake of 667,108 shares signifies meaningful skin-in-the-game, yet today’s increment is only ~0.6% of his holdings. I view the event as neutral for valuation and trading dynamics.

Corporate Governance Expert

TL;DR: Normal equity-compensation vesting; governance status quo. Slight dilution offset by insider-ownership alignment. No red flags detected.

Usio continues to remunerate senior executives primarily through equity, consistent with shareholder-alignment best practices. The RSU plan vests annually, encouraging retention without excessive dilution—4,000 new shares represent a fraction of outstanding stock. Post-vest, Frost’s >667k-share stake maintains a strong incentive linkage. There are no indications of opportunistic timing or 10b5-1 activity. From a governance lens, the event is routine and supports, rather than detracts from, best-practice compensation structures; hence overall impact is neutral-positive but immaterial.

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^*

Frost Houston Korth

(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 Product Officer

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		4,000(1)	A	$1.44	667,108	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			4,000	06/21/2025	06/21/2034	Common Stock	4,000(1)	$0.0000	12,000	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.

	/s/ Houston Frost	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did USIO insider Houston Frost report on Form 4?

He converted 4,000 RSUs into common stock on 06/21/2025, adding to his holdings.

How many USIO shares does Houston Frost own after the transaction?

Following the conversion, he directly owns 667,108 common shares.

Was the transaction a purchase or sale on the open market?

No. It was a code M derivative conversion; no open-market activity occurred.

What was the value of the shares acquired by the USIO executive?

Based on the $1.44 price disclosed, the 4,000 shares are worth about $5,760.

Does Frost still hold unvested RSUs after this filing?

Yes. He retains 12,000 derivative securities (likely RSUs) post-transaction.