16 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There was no change in our internal control over financial reporting that occurred during the year ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION.
−Removed: On November 26, 2024 , Louis Hoch , Usio’s Chairman of the Board of Directors, President, Chief Executive Officer and Chief Operating Officer entered into a 10b5 - 1 trading plan (the “Plan”).
+Added: On November 26, 2024, Louis Hoch , Usio’s Chairman of the Board of Directors, President, Chief Executive Officer and Chief Operating Officer entered into a 10b5 - 1 trading plan (the “Prior Plan”).
+Added: The Prior Plan expired on November 15, 2025 and related to the sale of 136,891 shares of our common stock.
+Added: Hoch had no control over the timing of the stock sales under the Prior Plan, and no sales were made under the Prior Plan.
+Added: On December 12, 2025 , Mr.
+Added: Hoch entered into a new 10b5 - 1 trading plan (the “Plan”).
The Plan expires on November 30, 2026 and relates to the sale of 136,891 shares of our common stock.
Hoch will have no control over the timing of the stock sales under the Plan, and all transactions under the Plan will be reported by Mr.
−Removed: Hoch through individual Form 4 and Form 144 filings with the Securities and Exchange Commission.
−Removed: The Plan is intended to comply with the affirmative defense of Rule 10b5 - 1 (c) of the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy.
+Added: Hoch through individual Form 4 and Form 144 filings with the SEC.
+Added: The Plan was intended to comply with the affirmative defense of Rule 10b5 - 1 (c) of the Exchange Act and the Company’s insider trading policy.
Rule 10b5 - 1 allows corporate insiders to establish prearranged written stock trading plans.
5 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
−Removed: The information required by this Item is incorporated by reference to the definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of our fiscal year ended December 31, 2024, or the 2025 Proxy Statement.
−Removed: Item 405 of Regulation S-K requires the disclosure of, based upon our review of the forms submitted to us during and with respect to our most recent fiscal year, any known failure by any director, officer, or beneficial owner of more than ten percent of any class of our securities, or any other person subject to Section 16 of the Exchange Act, or reporting person, to file timely a report required by Section 16(a) of the Exchange Act.
−Removed: This disclosure is contained in the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2024 Proxy Statement.
+Added: The information required by this Item is incorporated by reference to the definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2025 , or the 2026 Proxy Statement.
Code of Ethics
6 unchanged sentences
Procedure for Nominating Directors
−Removed: We have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
+Added: We have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors, as disclosed in the definitive proxy statement for our 2025 Annual Meeting of Stockholders filed with the SEC on April 30, 2025.
We consider recommendations for director candidates from our directors, officers, employees, stockholders, customers and vendors.
1 unchanged sentence
The Board of Directors selects the director candidates slated for election.
−Removed: We have a designated Nominations and Corporate Governance Committee, which reviews and make recommendations to the Board of Directors with respect to proposed director candidates.
+Added: We have a designated Nominations and Corporate Governance Committee, which reviews and makes recommendations to the Board of Directors with respect to proposed director candidates.
EXECUTIVE COMPENSATION.
2 unchanged sentences
The information required by this Item is incorporated by reference to the 2026 Proxy Statement.
−Removed: The information required to be disclosed by Item 201(d) of Regulation S-K, “Securities Authorized for Issuance Under Equity Compensation Plans,” appears under the caption “Equity Compensation Plan Information” in the 2025 Proxy Statement and such information is incorporated by reference into this report.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by this Item is incorporated by reference to the 2026 Proxy Statement.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES.
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item is incorporated by reference to the 2026 Proxy Statement.
2 unchanged sentences
The following documents are filed in Part II, Item 8 of this Annual Report on Form 10-K:
−Removed: Report of current Independent Registered Public Accounting Firm - Pannell Kerr Forster of Texas, P.C.
−Removed: Report of former Independent Registered Public Accounting Firm - ADKF, P.C.
+Added: Report of current Independent Registered Public Accounting Firm - WithumSmith+Brown, P.C.
+Added: Report of former Independent Registered Public Accounting Firm - Pannell Kerr Forster of Texas, P.C.
Consolidated Balance Sheets as of December 31, 2025 and 2024
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Amended and Restated By-laws (included as exhibit 3.1 to the Form 8-K filed December 1, 2023, and incorporated herein by reference).
−Removed: Description of Securities
+Added: Description of Securities (filed herewith).
Employment Agreement between the Company and Louis A.
9 unchanged sentences
Hoch, dated July 2, 2012 (included as exhibit 10.19 to the Form 10-Q filed August 20, 2012, and incorporated herein by reference).
−Removed: Bank Sponsorship Agreement between the Company and Metropolitan Commercial Bank, dated December 11, 2014 (included as exhibit 10.26 to the Form 10-K filed March 30, 2015, and incorporated herein by reference).
Fifth Amendment to Employment Agreement between the Company and Louis A.
4 unchanged sentences
Lease Agreement between the Company and Blauners Paesanos Parkway LP, dated February 9, 2018 (included as exhibit 10.43 to the Form 10-K filed March 30, 2018, and incorporated herein by reference).
−Removed: Lease Agreement between the Company and RP Circle 1 Building, LLC, dated December 11, 2017 (included as exhibit 10.44 to the Form 10-K filed March 30, 2018, and incorporated herein by reference).
Independent Director Agreement between the Company and Blaise Bender, dated April 1, 2019 (included as exhibit 10.2 to the Form 8-K filed April 3, 2019, and incorporated herein by reference).
26 unchanged sentences
First Amendment to Employment Agreement Dated to be effective as of March 3, 2025 by and between the Company and Greg Carter (included as exhibit 10.2 to the Form 8-K filed on March 5, 2025, and incorporated herein by reference).
+Added: 2025 Comprehensive Equity Incentive Plan (included as Appendix A to the Definitive Proxy Statement on Schedule 14A filed on April 30, 2025, and incorporated herein by reference).
+Added: Employment Agreement Dated August 18, 2025 between Usio, Inc.
+Added: and Michael White (included as exhibit 10.1 to the Form 8-K filed on August 18, 2025, and incorporated herein by reference)
+Added: Form of Restricted Stock Unit Agreement (included as exhibit 10.1 to the Form 8-K filed on August 27, 2025, and incorporated herein by reference)
+Added: Form of Restricted Stock Award Agreement (included as exhibit 10.2 to the Form 8-K filed on August 27, 2025, and incorporated herein by reference)
+Added: First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Brad Rollins (included as exhibit 10.1 to the Form 8-K filed on August 29, 2025, and incorporated herein by reference)
+Added: First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Blaise Bender (included as exhibit 10.2 to the Form 8-K filed on August 29, 2025, and incorporated herein by reference
+Added: First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Ernesto R.
+Added: Beyer de la Garza (included as exhibit 10.3 to the Form 8-K filed on August 29, 2025, and incorporated herein by reference)
+Added: First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Michelle Miller (included as exhibit 10.4 to the Form 8-K filed on August 29, 2025, and incorporated herein by reference)
Code of Ethics (included as exhibit 14.1 to the Form 10-Q filed August 14, 2015, and incorporated herein by reference).
Letter from ADKF dated April 17, 2024 (included as exhibit 16.1 to the Form 8-K filed on April 17, 2024, and incorporated herein by reference).
−Removed: Amended and Restated Insider Trading Policy (filed herewith)
+Added: Amended and Restated Insider Trading Policy (included as exhibit 19.1 to the Form 10-K filed on March 26, 2025, and incorporated herein by reference).
Subsidiaries of the Company (filed herewith).
−Removed: Consent of ADKF, P.C.
+Added: Consent of WithumSmith+Brown, P.C.
(filed herewith).
−Removed: Consent of Pannell Kerr and Forster of Texas, P.C.
+Added: Consent of Pannell Kerr Forster of Texas, P.C.
(filed herewith).
3 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
−Removed: Clawback Policy (filed herewith)
+Added: Clawback Policy (included as exhibit 97.1 to the Form 10-K filed on March 26, 2025, and incorporated herein by reference).
Inline XBRL Instance Document (filed herewith).
5 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
−Removed: Confidential treatment has been granted for portions of this agreement.
The schedules to the exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.
34 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.