[Form 4] Usio, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Houston Frost, Senior Vice President and Chief Product Officer of Usio, Inc. (USIO), reported transactions dated 08/21/2025. He acquired 50,000 shares of Common Stock at a price of $1.44 per share, bringing his direct beneficial ownership to 717,108 shares. On the same date he was granted three tranches of 6,000 Restricted Stock Units (RSUs) each that vest on 08/21/2026, 08/21/2027, and 08/21/2028, respectively; an additional grant of 6,000 RSUs vests on 08/21/2035 or upon a change in control as noted. The Form 4 is signed and dated 08/25/2025.

Positive

• Insider purchase: Acquisition of 50,000 shares at $1.44 demonstrates direct personal investment by an officer.
• Substantial ownership: Reporting person holds 717,108 shares following the transaction, indicating meaningful insider stake.
• Long-term alignment: Multiple RSU tranches vesting in 2026, 2027, 2028 and a long-dated 2035/change-of-control tranche align compensation with retention.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchase of 50,000 shares and multi-year RSUs signals management commitment to equity ownership.

The reporting shows a direct open-market acquisition of 50,000 common shares at $1.44 each, increasing the reporting persons stake to 717,108 shares. Concurrent RSU grants with staggered vesting across 20262028 and a long-term 2035/change-of-control tranche align compensation with multi-year retention. For investors, the combination of an immediate purchase and multi-year restricted awards indicates management is building and preserving long-term equity exposure. No additional financial metrics or company-level disclosures are included in the filing to alter valuation conclusions.

Corporate Governance Expert

TL;DR: Equity awards use staggered vesting and a change-of-control provision, reflecting standard retention-focused design.

The Form 4 documents standard governance practices: an open-market purchase plus RSUs that vest over multiple years and include a change-of-control acceleration feature for at least one tranche. This structure supports executive retention and alignment with shareholder interests without revealing unusual acceleration terms or one-time opportunistic grants. The filing is informational and does not disclose broader board actions or policy changes.

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^*

Frost Houston Korth

(Last) (First) (Middle)

3611 PAESANOS PKWY SUITE 300

(Street)

SAN ANTONIO TX 78215

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Product Officer

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
Common Stock	08/21/2025		A		50,000(1)	A	$1.44	717,108	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	08/21/2025		A		6,000(2)		08/21/2026	08/21/2035	Common Stock	6,000	$0	18,000	D
Restricted Stock Units	$0	08/21/2025		A		6,000(3)		08/21/2027	08/21/2035	Common Stock	6,000	$0	24,000	D
Restricted Stock Units	$0	08/21/2025		A		6,000(4)		08/21/2028	08/21/2035	Common Stock	6,000	$0	30,000	D

Explanation of Responses:

1. Vests on 8/21/2035 or on change of control.

2. Restricted Stock Units vests on 08/21/2026 or on change in control.

3. Restricted Stock Units vests on 08/21/2027 or on change in control.

4. Restricted Stock Units vests on 08/21/2028 or on change in control.

	Houston Frost	08/25/2025
	** 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.

FAQ

Who filed the Form 4 for USIO and what is their role?

The Form 4 was filed by Houston Frost, who is listed as Senior Vice President and Chief Product Officer.

What open-market purchase was reported on the Form 4 for USIO?

An acquisition of 50,000 shares of Common Stock was reported, purchased at $1.44 per share on 08/21/2025.

How many shares does the reporting person own after the transaction?

The reporting person beneficially owns 717,108 shares following the reported transaction.

What restricted stock units were granted to the reporting person?

Three RSU tranches of 6,000 each vesting on 08/21/2026, 08/21/2027, and 08/21/2028, plus an additional 6,000 RSU that vests on 08/21/2035 or upon a change in control.

When was the Form 4 signed and filed?

The filing bears the reporting person's signature dated 08/25/2025.