Usio (USIO) CEO Louis Hoch converts RSUs and returns shares for tax withholding

Rhea-AI Filing Summary

Usio, Inc. director and CEO Louis A. Hoch reported equity award activity involving restricted stock units and common shares. On 2026-02-21, he exercised or converted 11,000 restricted stock units at $1.34 per share, receiving 11,000 shares of common stock, with footnotes stating these shares came from RSUs granted on 02/21/2023 that vested on 02/21/2026.

Following this conversion, his directly held common stock position was 3,207,001 shares before a tax-related share surrender and 3,202,089 shares afterward. In a separate transaction coded "F," he returned 4,912 common shares to Usio at $1.34 per share to cover taxes due, which reflects tax withholding rather than an open‑market sale.

Insider Trade Summary

11,000 shares exercised/converted

Mixed 3 txns

Insider HOCH LOUIS A

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,000	$1.34	$15K
Exercise	Common Stock	11,000	$1.34	$15K
Tax Withholding	Common Stock	4,912	$1.34	$7K

Holdings After Transaction: Restricted Stock Units — 35,000 shares (Direct); Common Stock — 3,207,001 shares (Direct)

Footnotes (1)

1. The reporting person returned 4,912 shares to the issuer at the closing price on 02/20/2026 of 1.34 to cover taxes due. The reporting person received these shares of common stock due to the vesting and subsequent conversion of restricted stock units granted on 02/21/2023 and vested 02/21/2026.

Form 4 Insider Transactions: What Each Field Means →

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

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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)
02/21/2026

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	02/21/2026		M		11,000(2)	A	$1.34	3,207,001	D
Common Stock	02/21/2026		F		4,912(1)	D	$1.34	3,202,089	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
Restricted Stock Units	$0.0000	02/21/2026		M			11,000	02/21/2026	02/21/2033	Common Stock	11,000	$1.34	35,000	D

Explanation of Responses:

1. The reporting person returned 4,912 shares to the issuer at the closing price on 02/20/2026 of 1.34 to cover taxes due.

2. The reporting person received these shares of common stock due to the vesting and subsequent conversion of restricted stock units granted on 02/21/2023 and vested 02/21/2026.

	/s/ Lous A. Hoch	02/24/2026
	** 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).
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FAQ

What did Usio (USIO) CEO Louis A. Hoch report in this Form 4?

Louis A. Hoch reported the vesting and conversion of 11,000 restricted stock units into common stock and a related tax-withholding share return. These transactions reflect equity compensation mechanics rather than open-market buying or selling of Usio, Inc. shares.

How many Usio (USIO) restricted stock units did Louis A. Hoch convert?

He converted 11,000 restricted stock units into 11,000 shares of Usio common stock at a reference price of $1.34 per share. Footnotes state these RSUs were granted on February 21, 2023 and vested on February 21, 2026 before conversion.

Did Louis A. Hoch buy or sell Usio (USIO) shares on the open market?

The Form 4 shows no open-market purchases or sales. Instead, it reports an RSU conversion coded “M” and a tax-withholding transaction coded “F,” where 4,912 shares were returned to Usio at $1.34 per share to cover taxes due.

How many Usio (USIO) shares does Louis A. Hoch hold after these transactions?

After the RSU conversion and tax-withholding share return, Louis A. Hoch directly holds 3,202,089 shares of Usio common stock. The Form 4 also shows 35,000 restricted stock units remaining following the derivative transaction on February 21, 2026.

What does the tax-withholding transaction mean for Usio (USIO) CEO’s stake?

The tax-withholding transaction reduced his reported common stock holdings by 4,912 shares to 3,202,089. This disposition, coded “F,” represents shares returned to the issuer to satisfy tax obligations, not an elective open-market sale of Usio stock.

When were the Usio (USIO) restricted stock units granted and vested?

Footnotes state the restricted stock units were granted on February 21, 2023 and vested on February 21, 2026. Upon vesting, 11,000 RSUs converted into common shares, and part of the resulting stock was used to cover tax liabilities.