[Form 4] Usio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Usio, Inc. director Blaise Bender received three awards of restricted stock units (RSUs) on 08/21/2025, each for 7,000 underlying shares. The RSUs vest in annual tranches: one on 08/21/2026, the second on 08/21/2027 and the third on 08/21/2028, and each converts into common stock with no cash exercise price. After the three awards, the filing reports 45,200 shares of common stock beneficially owned by Mr. Bender following the final tranche. The Form 4 was signed by Blaise Bender on 08/22/2025.

Positive

• Structured retention: Three annual vesting tranches align director incentives over 2026–2028
• No cash outlay required: RSUs have a $0.0000 exercise price, converting directly to common stock on vesting

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received time‑based RSUs in three annual tranches, aligning incentives with multi‑year retention.

The grants are conventional time‑vesting restricted stock units awarded to a director, each for 7,000 underlying shares and vesting in 2026, 2027 and 2028. These awards carry no exercise price and become common stock on vesting, which is a straightforward equity retention mechanism aimed at aligning the director with shareholder interests over multiple years. The filing shows incremental increases in beneficial ownership after each tranche, ending at 45,200 shares reported.

Compensation & Equity Specialist

TL;DR: Time‑based RSUs are routine director compensation; materiality depends on company size but structure is standard.

The awards are standard restricted stock units with staggered vesting dates and zero exercise price, suggesting an emphasis on retention. The filing lists the grant dates and vesting schedules explicitly. There is no indication of performance conditions or cash transactions. From a pay‑design perspective, these are typical and generally viewed as retention-focused rather than performance-based incentives.

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

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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^*

Bender Blaise

(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		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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

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	08/21/2025		A		7,000(1)		08/21/2026	08/21/2035	Common Stock	7,000	$0.0000	31,200	D
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(2)		08/21/2027	08/21/2035	Common Stock	7,000	$0.0000	38,200	D
Restriced Stock Units	$0.0000	08/21/2025		A		7,000(3)		08/21/2028	08/21/2035	Common Stock	7,000	$0.0000	45,200	D

Explanation of Responses:

1. Restricted Stock Units vests on 08/21/2026.

2. Restricted Stock Units vests on 08/21/2027.

3. Restricted Stock Units vests on 08/21/2028.

	/s/ Blaise Bender	08/22/2025
	** 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.
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FAQ

What did Usio (USIO) disclose about Blaise Bender on the Form 4?

The Form 4 shows three RSU awards granted 08/21/2025, each for 7,000 underlying shares, vesting on 08/21/2026, 08/21/2027 and 08/21/2028.

How many shares will Blaise Bender own after these RSU grants?

The filing reports 45,200 shares of common stock beneficially owned following the reported transactions after the final tranche.

Do the RSUs require any purchase price from the reporting person?

No purchase price is required; the RSUs are listed with a $0.0000 price and convert to common stock upon vesting.

When was the Form 4 signed and filed by Blaise Bender?

The signature is dated 08/22/2025 reflecting the reporting of the 08/21/2025 grants.

Are the RSUs performance‑based or time‑based according to the filing?

The filing specifies time‑based vesting dates (annual vesting in 2026, 2027 and 2028); no performance conditions are disclosed.