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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 29, 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 28, 2025, we entered into an amendment to the Independent Director Agreement executed on May 5, 2017, with Brad Rollins, a member of our Board of Directors. Under the terms of the amendment, Mr. Rollins’s new quarterly compensation shall be two thousand dollars ($2,000.00).
 
On August 28, 2025, we entered into an amendment to the Independent Director Agreement executed on April 1, 2019, with Blaise Bender, a member of our Board of Directors. Under the terms of the amendment, Mr. Bender’s new quarterly compensation shall be two thousand dollars ($2,000.00), and as the Chair of the Audit Committee, Mr. Bender shall receive twenty thousand dollars ($20,000.00) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year.
 
On August 28, 2025, we entered into an amendment to the Independent Director Agreement executed on August 29, 2020, with Ernesto R. Beyer de la Garza, a member of our Board of Directors. Under the terms of the amendment, Mr. Beyer’s new quarterly compensation shall be two thousand dollars ($2,000.00).
 
On August 28, 2025, we entered into an amendment to the Independent Director Agreement executed on June 16, 2022, with Michelle Miller, a member of our Board of Directors. Under the terms of the amendment, Ms. Miller’s new quarterly compensation shall be two thousand dollars ($2,000.00).
 
The foregoing description of the Independent Director Agreements is not complete and is qualified in its entirety by reference to the full text of the amendment to the Independent Director Agreements, copies of which are being filed herewith as Exhibits to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
   
10.1 First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Brad Rollins
10.2 First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Blaise Bender
10.3 First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Ernesto R. Beyer de la Garza
10.4 First Amendment to the Independent Director Agreement Dated to be effective as of August 28, 2025, by and between the Company and Michelle Miller
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 29, 2025
USIO, INC.
 
By:    /s/ Louis A. Hoch
Name:     Louis A. Hoch
Title: Chief Executive Officer and President
 
 
EX-10.1 2 ex_858290.htm EXHIBIT 10.1 ex_858290.htm

Exhibit 10.1

 

 

 

AMENDMENT TO THE INDEPENDENT DIRECTOR AGREEMENT

 

 

This compensation amendment (“Amendment”) to the Independent Director Agreement dated May 5, 2017 (Agreement), made by and between Payment Data Systems, Inc., now known as Usio, Inc., (USIO) and Brad Rollins, (“Director”); is entered into on August 27, 2025, and is made part of the Agreement.

 

 

1.

Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.

 

 

2.

Entire Agreement. Except as expressly modified by this Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding, and enforceable obligations of USIO and Director. This Amendment and the Agreement is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto.

 

 

3.

Successors and Assigns. This Amendment shall be binding upon and ensure the benefit of the successors and permitted assigns of the parties hereto.

 

 

4.

Section References. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

 

 

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties acknowledge and agree that Section 3(a) of the Agreement is hereby replaced in its entirety with the following:

 

3. Compensation.

 

(a) Cash Compensation. The Director shall receive two thousand dollars ($2,000) each quarter in arrears for participation in quarterly Board and Committee meetings, including the annual stockholders’ meeting. There will be no additional compensation for ad hoc or preparatory meetings or for being the chair of a Committee, other than the Audit Committee and only if appointed the Chair of the audit committee or for being a regular or non-Chair member of the audit committee and holding a valid CPA license. The Chair of the Audit Committee will receive twenty thousand dollars ($20,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year and any regular, non-Chair audit committee member holding a valid CPA license will receive five thousand dollars ($5,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year.

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed effective on the day and year first written above but actually signed on the dates indicated below by their respective signatures.

 

Director:

Name: Brad Rollins                                    

Title: Board Member                            

Usio, Inc.

Name: Louis Hoch                                    

Title: Chairman, President & CEO                  

Signature: /s/ Brad Rollins          

Signature: /s/ Louis Hoch                           

 

 
EX-10.2 3 ex_858291.htm EXHIBIT 10.2 ex_858291.htm

Exhibit 10.2

 

 

 

AMENDMENT TO THE INDEPENDENT DIRECTOR AGREEMENT

 

 

This compensation amendment (“Amendment”) to the Independent Director Agreement dated April 1, 2019 (Agreement), made by and between Payment Data Systems, Inc., now known as Usio, Inc., (USIO) and Blaise Bender, (“Director”); is entered into on August 27, 2025, and is made part of the Agreement.

 

 

1.

Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.

 

 

2.

Entire Agreement. Except as expressly modified by this Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding, and enforceable obligations of USIO and Director. This Amendment and the Agreement is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto.

 

 

3.

Successors and Assigns. This Amendment shall be binding upon and ensure the benefit of the successors and permitted assigns of the parties hereto.

 

 

4.

Section References. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

 

 

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties acknowledge and agree that Section 3(a) of the Agreement is hereby replaced in its entirety with the following:

 

3. Compensation.

 

(a) Cash Compensation. The Director shall receive two thousand dollars ($2,000) each quarter in arrears for participation in quarterly Board and Committee meetings, including the annual stockholders’ meeting. There will be no additional compensation for ad hoc or preparatory meetings or for being the chair of a Committee, other than the Audit Committee and only if appointed the Chair of the audit committee or for being a regular or non-Chair member of the audit committee and holding a valid CPA license. The Chair of the Audit Committee will receive twenty thousand dollars ($20,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year and any regular, non-Chair audit committee member holding a valid CPA license will receive five thousand dollars ($5,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year.

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed effective on the day and year first written above but actually signed on the dates indicated below by their respective signatures.

 

Director:

Name: Blaise Bender                                    

Title: Chairperson of the Audit Committee         

Usio, Inc.

Name: Louis Hoch                                    

Chairman, President & CEO                                 

Signature: /s/ Blaise Bender          

Signature: /s/ Louis Hoch                           

 

 
EX-10.3 4 ex_858296.htm EXHIBIT 10.3 ex_858296.htm

Exhibit 10.3

 

 

AMENDMENT TO THE INDEPENDENT DIRECTOR AGREEMENT

 

 

This compensation amendment (“Amendment”) to the Independent Director Agreement dated August 29, 2020 (Agreement), made by and between Usio, Inc., (USIO) and Blaise Bender, (“Director”); is entered into on August 27, 2025, and is made part of the Agreement.

 

 

1.

Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.

 

 

2.

Entire Agreement. Except as expressly modified by this Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding, and enforceable obligations of USIO and Director. This Amendment and the Agreement is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto.

 

 

3.

Successors and Assigns. This Amendment shall be binding upon and ensure the benefit of the successors and permitted assigns of the parties hereto.

 

 

4.

Section References. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

 

 

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties acknowledge and agree that Section 3(a) of the Agreement is hereby replaced in its entirety with the following:

 

3. Compensation.

 

(a) Cash Compensation. The Director shall receive two thousand dollars ($2,000) each quarter in arrears for participation in quarterly Board and Committee meetings, including the annual stockholders’ meeting. There will be no additional compensation for ad hoc or preparatory meetings or for being the chair of a Committee, other than the Audit Committee and only if appointed the Chair of the audit committee or for being a regular or non-Chair member of the audit committee and holding a valid CPA license. The Chair of the Audit Committee will receive twenty thousand dollars ($20,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year and any regular, non-Chair audit committee member holding a valid CPA license will receive five thousand dollars ($5,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year.

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed effective on the day and year first written above but actually signed on the dates indicated below by their respective signatures.

 

Director:

Name: Ernesto R. Beyer de la Garza                  

Title: Chairperson of Nominations & Corp. Governance

Usio, Inc.

Name: Louis Hoch                                    

Chairman, President & CEO                                 

Signature: /s/ Ernesto R. Beyer de la Garza          

Signature: /s/ Louis Hoch                           

 

 
EX-10.4 5 ex_858297.htm EXHIBIT 10.4 ex_858297.htm

Exhibit 10.4

 

 

AMENDMENT TO THE INDEPENDENT DIRECTOR AGREEMENT

 

 

This compensation amendment (“Amendment”) to the Independent Director Agreement dated June 16, 2022 (Agreement), made by and between Usio, Inc., (USIO) and Michelle Miller, (“Director”); is entered into on August 27, 2025, and is made part of the Agreement.

 

 

1.

Definitions. All capitalized terms used herein and not expressly defined herein shall have the respective meanings given to such terms in the Agreement.

 

 

2.

Entire Agreement. Except as expressly modified by this Amendment, the Agreement shall be and remain in full force and effect in accordance with its terms and shall constitute the legal, valid, binding, and enforceable obligations of USIO and Director. This Amendment and the Agreement is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto.

 

 

3.

Successors and Assigns. This Amendment shall be binding upon and ensure the benefit of the successors and permitted assigns of the parties hereto.

 

 

4.

Section References. Section titles and references used in this Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

 

 

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises hereinafter set forth, the parties acknowledge and agree that Section 3(a) of the Agreement is hereby replaced in its entirety with the following:

 

3. Compensation.

 

(a) Cash Compensation. The Director shall receive two thousand dollars ($2,000) each quarter in arrears for participation in quarterly Board and Committee meetings, including the annual stockholders’ meeting. There will be no additional compensation for ad hoc or preparatory meetings or for being the chair of a Committee, other than the Audit Committee and only if appointed the Chair of the audit committee or for being a regular or non-Chair member of the audit committee and holding a valid CPA license. The Chair of the Audit Committee will receive twenty thousand dollars ($20,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year and any regular, non-Chair audit committee member holding a valid CPA license will receive five thousand dollars ($5,000) upon timely, including extensions granted by the SEC, and compliant filing of the 10K each year.

 

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed effective on the day and year first written above but actually signed on the dates indicated below by their respective signatures.

 

Director:

Name: Michelle Miller                   

Title: Chairperson of the Compensation Committee

Usio, Inc.

Name: Louis Hoch                                    

Chairman, President & CEO                                 

Signature: /s/ Michelle Miller          

Signature: /s/ Louis Hoch