Usio Board Member Increases Stake to 62,694 Shares After RSU Exercise

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Elizabeth Michelle Miller, Director at Usio, reported significant insider transactions on June 22, 2025. The transactions involved:

22,222 shares of common stock acquired at $1.44 per share through the vesting and conversion of Restricted Stock Units (RSUs) granted on June 22, 2024
5,556 shares were subsequently disposed of at $1.44 per share to cover tax obligations
Following these transactions, Miller's direct ownership stands at 62,694 shares
Miller retains 16,000 unvested RSUs with an expiration date of June 22, 2034

The transactions were executed under standard RSU vesting procedures and tax-related share withholding, demonstrating typical insider compensation activity rather than open market transactions. The Form 4 was filed within the required reporting window on June 24, 2025.

Insider Trade Summary

22,222 shares exercised/converted

Mixed 3 txns

Insider Miller Elizabeth Michelle

Role Director

Type	Security	Shares	Price	Value
Exercise	Restriced Stock Units	22,222	$0.00	--
Exercise	Common Stock	22,222	$1.44	$32K
Tax Withholding	Common Stock	5,556	$1.44	$8K

Holdings After Transaction: Restriced Stock Units — 16,000 shares (Direct); Common Stock — 68,250 shares (Direct)

Footnotes (1)

The reporting person received these shares of common stock due to the vesting and subsequent conversion of restricted stock units granted on 6/22/2024 and vested 6/22/2025. The reporting person returned SHARECOUNT shares to the issuer at the closing price on 6/22/2025 of 1.44 to cover taxes due.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/24/2025 - 11:16 AM

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^*

Miller Elizabeth Michelle

(Last)

(First)

(Middle)

3611 PAESANOS PARKWAY

SUITE 300

(Street)

SAN ANTONIO

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)
06/22/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/22/2025		M		22,222⁽¹⁾	A	$1.44	68,250	D
Common Stock	06/22/2025		F		5,556⁽²⁾	D	$1.44	62,694	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restriced Stock Units	$0.0000	06/22/2025		M			22,222⁽¹⁾	06/22/2025	06/22/2034	Common Shares	22,222	$0.0000	16,000	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 6/22/2024 and vested 6/22/2025.

2. The reporting person returned SHARECOUNT shares to the issuer at the closing price on 6/22/2025 of 1.44 to cover taxes due.

	/s/ Elizabeth Michelle Miller	06/24/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider trading activity occurred at USIO on June 22, 2025?

Director Elizabeth Michelle Miller received 22,222 shares of USIO common stock through the vesting of restricted stock units (RSUs). She then disposed of 5,556 shares at $1.44 per share to cover tax obligations, resulting in a final beneficial ownership of 62,694 shares.

How many USIO shares does Director Elizabeth Miller own after the June 2025 transaction?

Following the reported transactions on June 22, 2025, Elizabeth Miller directly owns 62,694 shares of USIO common stock after receiving 22,222 shares from RSU vesting and disposing of 5,556 shares for tax purposes.

What was the vesting schedule for USIO Director Miller's RSU grant?

The restricted stock units were granted on June 22, 2024, and vested one year later on June 22, 2025. The RSUs have an expiration date of June 22, 2034 and were converted at a $0.00 exercise price.

What was the price of USIO shares used for tax withholding in Director Miller's June 2025 transaction?

The shares used for tax withholding were valued at $1.44 per share, which was the closing price of USIO stock on June 22, 2025.

How many restricted stock units (RSUs) does USIO Director Miller still hold after the June 2025 vesting event?

According to the filing, Elizabeth Miller still holds 16,000 restricted stock units (RSUs) following the reported transaction where 22,222 RSUs were converted to common stock.