[SCHEDULE 13G/A] Usio, Inc. Amended Passive Investment Disclosure
Whittier reports 2.71M USIO shares (9.83%)
Whittier Holdings, Inc. and Whittier Trust Company report beneficial ownership of 2,713,852 shares of Usio, Inc. common stock, equal to 9.83% of the class.
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Whittier Holdings, Inc. and Whittier Trust Company report beneficial ownership of 2,713,852 shares of Usio, Inc. common stock, equal to 9.83% of the class. The filing states these shares are held by Whittier Trust Company for the benefit of National Services, Inc. and cites 27,595,994 shares outstanding as of May 11, 2026.
Key Figures
Shares beneficially owned:2,713,852 sharesPercent of class:9.83%Shares outstanding (as of):27,595,994 shares
3 metrics
Shares beneficially owned2,713,852 sharesAmount held by Whittier Trust Company for NSI
Percent of class9.83%Calculated under Rule 13d-3 based on outstanding shares
Shares outstanding (as of)27,595,994 sharesOutstanding common stock as of May 11, 2026 per issuer 10-Q
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
shared dispositive powerfinancial
"Shared Dispositive Power 2,713,852.00"
Rule 13d-3regulatory
"Calculated in accordance with Rule 13d-3 promulgated"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Whittier Holdings report in USIO?
Whittier Holdings reports beneficial ownership of 2,713,852 shares, representing 9.83% of Usio's outstanding common stock as stated in the filing. The calculation uses 27,595,994 shares outstanding as of May 11, 2026 from the issuer's 10-Q.
Who holds the shares on behalf of National Services, Inc.?
Whittier Trust Company holds the 2,713,852 shares for the benefit of National Services, Inc., according to the filing. Whittier Holdings is identified as the parent holding company of Whittier Trust Company.
How are voting and disposition powers reported for these shares?
The filing shows 0 shares with sole voting or dispositive power and 2,713,852 shares with shared voting and shared dispositive power. Those powers are reported as shared between the filing entities.
What date and source determine the percent ownership?
The 9.83% figure is calculated under Rule 13d-3 and is based on 27,595,994 shares outstanding as of May 11, 2026, as reported in the issuer's Form 10-Q for the quarter ended March 31, 2026 filed May 13, 2026.
Does the filing indicate any group or joint filing status?
Yes. The filing identifies two reporting persons — Whittier Holdings, Inc. (holding company) and Whittier Trust Company (bank/trust) — and includes an exhibit for the agreement of joint filing signed by an authorized representative.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Usio, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
917313108
(CUSIP Number)
03/10/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
917313108
1
Names of Reporting Persons
Whittier Holdings, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,713,852.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,713,852.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,713,852.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.83 %
12
Type of Reporting Person (See Instructions)
HC
Comment for Type of Reporting Person: (1) Includes 2,713,852 shares held by Whittier Trust Company for the benefit of National Services, Inc. ("NSI"). Whittier Holdings, Inc. is the parent holding company of Whittier Trust Company.
(2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 27,595,994 shares of Common Stock outstanding as of May 11, 2026 as reported in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed by the Issuer on May 13, 2026.
SCHEDULE 13G
CUSIP Number(s):
917313108
1
Names of Reporting Persons
Whittier Trust Company
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,713,852.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,713,852.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,713,852.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.83 %
12
Type of Reporting Person (See Instructions)
BK
Comment for Type of Reporting Person: (1) Includes 2,713,852 shares held by Whittier Trust Company for the benefit of National Services, Inc. ("NSI").
(2) Calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and based on 27,595,994 shares of Common Stock outstanding as of May 11, 2026 as reported in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed by the Issuer on May 13, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Usio, Inc.
(b)
Address of issuer's principal executive offices:
3611 Paesanos Parkway, Suite 300, San Antonio, Texas 78231
Item 2.
(a)
Name of person filing:
(i) Whittier Holdings, Inc., a Nevada corporation and holding Company of WTC and WTCN ("WHI");
(ii) Whittier Trust Company, a California corporation and a California state chartered trust company ("WTC").
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of WHI is 100 W. Liberty St., Suite 890, Reno, NV 89501. The address of the principal business office of WTC is 177 E. Colorado Blvd., Suite 800, Pasadena, CA 91105.
(c)
Citizenship:
WHI is a Nevada corporations.
WTC is a California corporation.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
917313108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
2,713,852 shares of Common Stock (1)
(b)
Percent of class:
9.83% (2)
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
2,713,852 shares of Common Stock (1)
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
2,713,852 shares of Common Stock (1)
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Whittier Trust Company holds 2,713,852 shares on behalf of and for the benefit of NSI.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
WHI is classified as a holding company (HC), and WTC is classified as a bank (BK). See the item 2.a. above for further details.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
