[8-K] Usio, Inc. Reports Material Event

Rhea-AI Filing Summary

On August 27, 2025, the Compensation Committee of Usio, Inc. approved a new form of Restricted Stock Unit Agreement for use under the company's 2025 Comprehensive Equity Incentive Plan. The RSU Agreement will be used for future grants of restricted stock units to eligible employees, officers, and directors. A copy of the form of the RSU Agreement is attached as Exhibit 10.1 and is incorporated by reference. No financial terms, grant sizes, or specific participants were disclosed in the report.

Positive

• Approval of a new RSU Agreement provides a formal template for future equity awards under the 2025 Plan
• Applies to employees, officers, and directors, enabling consistent compensation practices across roles
• Exhibit 10.1 attached, allowing investors to review the agreed contract form once filed

Negative

• None.

Insights

Compensation Analyst

New standardized RSU agreement creates a template for future equity awards.

The Compensation Committee approved a new form of Restricted Stock Unit Agreement for the 2025 Comprehensive Equity Incentive Plan, which establishes the contractual framework for future RSU grants to employees, officers, and directors.

This action standardizes award terms and simplifies grant administration, while the absence of disclosed grant sizes or economic terms means investors should watch for subsequent filings that specify award quantities, vesting schedules, or expected dilutive impact over the next few reporting periods.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 27, 2025

USIO, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-30152		98-0190072
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

3611 Paesanos Parkway, Suite 300, San Antonio, TX		78231
(Address of principal executive offices)		(Zip Code)

(210) 249-4100

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	USIO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 27, 2025, the Compensation Committee of the Board of Directors of Usio, Inc., (the “Company”) approved a new form of Restricted Stock Unit Agreement (the “RSU Agreement”) for use under the Company’s 2025 Comprehensive Equity Incentive Plan (the “Plan”). The RSU Agreement will be used for future grants of restricted stock units to eligible employees, officers, and directors of the Company.

A copy of the form of RSU Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

10.1	Form of Restricted Stock Unit Agreement.
10.2	Form of Restricted Stock Award Agreement.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 27, 2025 USIO, INC.   By:    /s/ Louis A. Hoch Name:     Louis A. Hoch Title: Chief Executive Officer and President

FAQ

What did Usio (USIO) file in the Form 8-K on August 27, 2025?

The company reported that its Compensation Committee approved a new form of Restricted Stock Unit Agreement for use under the 2025 Comprehensive Equity Incentive Plan.

Who is eligible for grants under the new RSU Agreement?

The RSU Agreement will be used for future grants to eligible employees, officers, and directors.

Is the RSU Agreement document available?

Yes. A copy of the form of the RSU Agreement is attached as Exhibit 10.1 and is incorporated by reference in the filing.

Did the filing disclose specific financial terms or grant sizes for the RSUs?

No. The filing did not disclose grant sizes, vesting schedules, or financial terms.

What should investors watch for next regarding USIO equity compensation?

Monitor future filings or disclosures that announce specific RSU grants, vesting schedules, and any information on the number of shares or potential dilutive effects.