Form 8-K

8-K — Usio, Inc.

Accession: 0001437749-26-020962

Filed: 2026-06-17

Period: 2026-06-17

CIK: 0001088034

SIC: 6099 (FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — usio20260617_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (ex_978215.htm)

EX-10.2 — EXHIBIT 10.2 (ex_978216.htm)

EX-10.3 — EXHIBIT 10.3 (ex_978217.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: usio20260617_8k.htm · Sequence: 1

usio20260617_8k.htm

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0001088034

2026-06-17

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): June 17, 2026

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

(e) On June 11, 2026, the Compensation Committee of the Board of Directors of the Company approved an annual base salary for Louis Hoch, the Chairman of the Board, President and Chief Executive Officer of the Company, of $995,000, effective August, 3 2026. Mr. Hoch will also be eligible for grants of awards under the Company’s equity incentive programs and annual bonus plans as well as other employment benefits for which all employees of the Company are eligible.

In addition, the Compensation Committee of the Board of Directors of the Company approved an annual base salary for Greg Carter, the Senior Vice President, Chief Accounting Officer of the Company, of $325,000, effective August, 3 2026. Mr. White will also be eligible for grants of awards under the Company’s equity incentive programs and annual bonus plans as well as other employment benefits for which all employees of the Company are eligible.

In addition, the Compensation Committee of the Board of Directors of the Company approved an annual base salary for Michael White, the Senior Vice President, Chief Accounting Officer of the Company, of $260,000, effective August, 3 2026. Mr. White will also be eligible for grants of awards under the Company’s equity incentive programs and annual bonus plans as well as other employment benefits for which all employees of the Company are eligible.

Item 9.01

Financial Statements and Exhibits.

10.1

Eleventh Amendment to Employment Agreement Dated to be Effective as of June 17, 2026 by and between the Company and Louis A. Hoch (filed herewith)

10.2

Second Amendment to Employment Agreement Dated to be Effective as of June 17, 2026 by and between the Company and Greg Carter (filed herewith)

10.3

First Amendment to Employment Agreement Dated to be Effective as of June 17, 2026 by and between the Company and Michael White (filed herewith)

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: June 17, 2026

USIO, INC.

By: /s/ Louis A. Hoch

Name: Louis A. Hoch

Title: Chief Executive Officer and Chairman of the Board

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: ex_978215.htm · Sequence: 2

ex_978215.htm

Exhibit 10.1

Eleventh Amendment to Employment Agreement

This Eleventh Amendment (“Eleventh Amendment”), to the Employment Agreement (the “Agreement”) dated February 27, 2007 between Usio, Inc. fka Payment Data Systems, Inc (“PDS”) and Louis A. Hoch (“Executive”) is entered into June 17, 2026, and is made part of the Agreement which is hereby amended as follows:

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 Eleventh 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 PDS and Executive.

3. Successors and Assigns. This Eleventh Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

4. Section References. Section titles and references used in this Eleventh 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.

5. Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:

SCHEDULE 4(a)(i) of the Agreement is hereby replaced in its entirety with:

“$900,000 and increased to $995,000 per annum on August 3, 2026.”

6. This Eleventh Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.

In witness thereof, the parties hereto have caused this Eleventh Amendment to the Agreement to be executed on the day and year first above written.

Usio, Inc. Executive

By: /s/ Michelle Miller By: /s/ Louis A. Hoch

Name: Michelle Miller Name: Louis A. Hoch

Title: Chairperson of the

Compensation Committee

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: ex_978216.htm · Sequence: 3

ex_978216.htm

Exhibit 10.2

Second Amendment to Employment Agreement

This Second Amendment (“Second Amendment”), to the Employment Agreement (the “Agreement”) dated February 17, 2023 between Usio, Inc. (“Company”) and Greg Carter (“Executive”) is entered into this June 17, 2026, and is made part of the Agreement which is hereby amended as follows:

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 Second 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 Company and Executive.

3. Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

4. Section References. Section titles and references used in this Second 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.

5. Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:

a. SCHEDULE 4(a) of the Agreement is hereby replaced in its entirety with:

Base Salary: $300,000 per annum and increased to $325,000 per annum on August 3, 2026

Override/Commissions: 10% override to be paid quarterly and calculated against the actual cash commissions paid to salespersons under direct management of Employee and for only commissions paid on products and services related to “Payment Acceptance”.

The Employee will be allowed to participate in any future stock options or stock grants as

approved and calculated by the Company’s executive compensation committee and/or CEO.

6. This Second Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.

In witness thereof, the parties hereto have caused this Second Amendment to the Agreement to be executed on the day and year first above written.

Usio, Inc. Executive

By: /s/ Michelle Miller By: /s/ Greg Carter

Name: Michelle Miller Name: Greg Carter

Title: Chairperson of the

Compensation Committee

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: ex_978217.htm · Sequence: 4

ex_978217.htm

Exhibit 10.3

First Amendment to Employment Agreement

This First Amendment (“First Amendment”), to the Employment Agreement (the “Agreement”) dated August 18, 2025 between Usio, Inc. (“Company”) and Michael White (“Executive”) is entered into June 17, 2026, and is made part of the Agreement which is hereby amended as follows:

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 First 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 Company and Executive.

3. Successors and Assigns. This First Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.

4. Section References. Section titles and references used in this First 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.

5. Now, therefore, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged:

SCHEDULE 4(a) of the Agreement is hereby replaced in its entirety with:

“$230,000 and increased to $260,000 per annum on August 3, 2026.”

6. This First Amendment amends the Agreement as set forth herein. All previously existing obligations under the Agreement are hereby reaffirmed in all respects.

In witness thereof, the parties hereto have caused this First Amendment to the Agreement to be executed on the day and year first above written.

Usio, Inc. Executive

By: /s/ Michelle Miller By: /s/ Michael White

Name: Michelle Miller Name: Michael White

Title: Chairperson of the

Compensation Committee

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