USIO on Nasdaq

Usio, Inc.

American functions related to depository banking company based in San Antonio1

In its 2026 annual report the company says: “We provide payment acceptance through multiple payment methods including: payment facilitation, prepaid card and electronic billing products and services to businesses, merchants and consumers.”4 Its shares trade on Nasdaq under the symbol USIO.1

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Last updated Oct 21, 2026.

Overview

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  • TickerUSIO on Nasdaq1
  • IndustryFunctions Related To Depository Banking, NEC1
  • HeadquartersSan Antonio, Texas1
  • Incorporated inNV2
  • Business address3611 Paesanos Parkway, Suite 300, San Antonio, Tx 782312
  • Filer categoryNon-accelerated filer, Smaller reporting company2

As a cloud-based, Fintech payment processor, we serve multiple industry verticals with technology that facilitates payment acceptance and funds disbursement in a single, full-stack ecosystem. We provide payment acceptance through multiple payment methods including: payment facilitation, prepaid card and electronic billing products and services to businesses, merchants and consumers. We seek to grow our business both organically through the continued development and enhancement of our products and services and through acquisitions of new products and services. We will continue to look for opportunities (both internally and externally) to enhance our offerings to meet customer demands as they arise.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

23.1%Gross margin5
-2.8%Operating margin5
-2.9%Net margin5
3.0%Revenue growth, 20255
-14.0%Return on equity5
0.06×Debt to equity5
$1.1MFree cash flow5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Credit Card Revenue brought in 35% of the revenue Usio, Inc. broke down this way in fiscal 2025.

  1. Credit Card Revenue$30.0M535%up 3% from 2024
  2. ACH and Complementary Service Revenue$22.2M526%up 33% from 2024
  3. Output Solutions$20.6M524%up 0% from 2024
  4. Prepaid Card Services Revenue$11.0M513%down 22% from 2024
  5. ACH and Complementary Service Interest Revenue$745.3K51%down 6% from 2024
  6. Prepaid Card Services Interest Revenue$615.4K51%down 54% from 2024
  7. Output Solutions Interest$170.9K50%up 13% from 2024
Products and services by year
Products and services20242025
Credit Card Revenue$29.3M$30.0M
ACH and Complementary Service Revenue$16.7M$22.2M
Output Solutions$20.6M$20.6M
Prepaid Card Services Revenue$14.1M$11.0M
ACH and Complementary Service Interest Revenue$789.7K$745.3K
Prepaid Card Services Interest Revenue$1.3M$615.4K
Output Solutions Interest$150.9K$170.9K

Business segments

Merchant Services brought in 76% of the revenue Usio, Inc. broke down this way in fiscal 2025.

  1. Merchant Services$64.6M576%up 4% from 2024
  2. Output Solutions$20.8M524%up 0% from 2024
Business segments by year
Business segments20242025
Merchant Services$62.2M$64.6M
Output Solutions$20.8M$20.8M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue77¢$65.7M
  • Selling, general and admin22¢$18.4M
  • Other costs1¢$817.7K
  • Income tax1¢$512.8K

Out of $85.4M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending29¢$435.0K
  • Share buybacks70¢$1.1M
  • Kept or used elsewhere1¢$12.1K

Out of $1.5M of cash from operations.5

Financial statements

Revenue6789105$85.4M in 2025+203% since 2019
0$25.0M$50.0M$75.0M$100.0M2019: $28.2M$28.2M20192020: $32.3M$32.3M2020+14%2021: $61.9M$61.9M2021+92%2022: $69.4M$69.4M2022+12%2023: $84.1M$84.1M2023+21%2024: $82.9M$82.9M2024−1%2025: $85.4M$85.4M2025+3%
Gross profit6789105$19.7M in 2025+231% since 2019
0$10.0M$20.0M$30.0M2019: $5.9M$5.9M20192020: $7.4M$7.4M2020+24%2021: $15.6M$15.6M2021+112%2022: $14.6M$14.6M2022−7%2023: $20.1M$20.1M2023+38%2024: $19.6M$19.6M2024−2%2025: $19.7M$19.7M2025+0%
Operating income6789105-$2.4M in 2025−53% since 2019
-$6.0M-$4.0M-$2.0M02019: -$5.1M-$5.1M20192020: -$3.8M-$3.8M2020−26%2021: -$155.4K-$155.4K2021−96%2022: -$5.2M-$5.2M2022+3256%2023: -$447.4K-$447.4K2023−91%2024: -$1.5M-$1.5M2024+229%2025: -$2.4M-$2.4M2025+60%
Net income6789105-$2.5M in 2025−51% since 2019
-$7.5M-$5.0M-$2.5M0$2.5M$5.0M2019: -$5.1M-$5.1M20192020: -$2.9M-$2.9M2020−43%2021: -$321.6K-$321.6K2021−89%2022: -$5.5M-$5.5M2022+1605%2023: -$475.1K-$475.1K2023−91%2024: $3.3M$3.3M20242025: -$2.5M-$2.5M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenues$85.4M$82.9M
Cost of services$65.7M$63.3M
Gross profit$19.7M$19.6M
Employee stock-based compensation$1.7M$2.1M
Other expenses$18.4M$16.7M
Depreciation and amortization$1.9M$2.3M
Total operating expenses$22.1M$21.1M
Operating (loss)-$2.4M-$1.5M
Interest income$407.2K$464.7K
Other income$5.0K$1.7M
Interest expense-$52.1K-$53.8K
Other income, net$360.1K$2.1M
Income (loss) before income taxes-$2.0M$678.3K
Federal income tax expense (benefit)$54.2K-$3.1M
State income tax expense$458.6K$449.2K
Expense (benefit) for income taxes$512.8K-$2.6M
Net Income (loss)-$2.5M$3.3M
Basic income (loss) per common share: (in dollars per share)-$0.09$0.12
Diluted income (loss) per common share: (in dollars per share)-$0.09$0.12
Basic (in shares)26.9M shares26.9M shares
Diluted (in shares)26.9M shares26.9M shares

Compare Usio, Inc. with another company

Corporate structure

Usio, Inc. sits at the top of its group. 4 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Usio, Inc.

  • Usio, Inc. San Antonio, Texas
    • FiCentive, Inc. Subsidiary · Nevada, United States
    • Usio Output Solutions, Inc. Subsidiary · Nevada, United States
    • ZBILL, Inc. Subsidiary · Nevada, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Usio, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$15.3M5 Dec 31, 2025$13.2M5 Dec 31, 2024+15.3%
Accumulated depreciation$11.1M5 Dec 31, 2025$10.1M5 Dec 31, 2024+10.6%
Property and equipment, net$4.2M5 Dec 31, 2025$3.2M5 Dec 31, 2024+30.1%
Operating-lease assets (leased space)$2.4M5 Dec 31, 2025$3.0M5 Dec 31, 2024−20.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$7.4M5 Dec 31, 2025$8.1M5 Dec 31, 2024−7.7%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, net$9.8K5 Dec 31, 2025$881.3K5 Dec 31, 2024−98.9%

Inventory

ItemLatestA year beforeChange
Inventory, total$461.7K5 Dec 31, 2025$403.8K5 Dec 31, 2024+14.3%

Properties, in its own words

The Company leases approximately 10,535 square feet of office space for its San Antonio, Texas executive offices and operations. On September 18, 2025 we renewed our lease, to run concurrently with our additional leased space in the same building. The lease expires on December 31, 2030. Rental expense, excluding rental expense for the additional space referenced below, under the operating lease was $174,380 and $165,817 for the years ended December 31, 2025 and 2024, respectively.

Pursuant to a lease amendment that commenced on April 1, 2021, we began leasing an additional 2,734 square feet of space at our San Antonio, Texas office building. The incremental annual rent for this additional space during the lease term ranges from $57,000 to $60,000. Rental expense for this additional space for the years ended December 31, 2025 and 2024 was $51,249 and $49,653, respectively.

The rest of Item 2

Pursuant to a second lease amendment that commenced on April 1, 2022, we began leasing an additional 6,628 square feet of space at our San Antonio, Texas office building. The incremental annual rent for this additional space during the lease term ranges from $144,000 to $156,000. Rental expense for this additional space for the years ended December 31, 2025 and 2024 was $114,995 and $109,355, respectively.

The Company assumed a lease in San Antonio, Texas as a part of the Information Management Solutions, LLC acquisition for its Output Solutions employees and warehouse operations. The lease had a remaining life of 45 months and expired on September 30, 2024. On September 16, 2024 the Company entered into a lease amendment commencing on October 1, 2024, extending the term of the existing lease for a period of 60 months, expiring on September 30, 2029. The space leased is 22,400 square feet. Annual rents during the lease term range from $174,000 to $225,000. Rental expense for the years ended December 31, 2025 and 2024 was $177,993 and $135,489, respectively.

On January 1, 2021, we entered into a lease in Austin, Texas commencing on January 1, 2021 for our Austin technology organization. On January 31, 2024, the Company entered into a lease amendment commencing on February 1, 2024, extending the term of the existing lease for a period of 24 months and expiring on January 31, 2027. The space leased is 1,890 square feet. Rental expense for the years ended December 31, 2025 and 2024 was $78,700 and $83,610, respectively.

The Company has various copier equipment with a lease that has not expired. Rental expense was $5,497 and $5,508 for the years ended December 31, 2025 and 2024, respectively.

The weighted average remaining lease term for all of our leases is 3.95 years. The weighted average discount rate is 4.61%.

The Company recognized total operating lease expense of approximately $728,000 and $660,000 for the years ended December 31, 2025 and 2024, respectively. In 2025, the operating lease expense of $728,000 consisted of $597,000 of fixed operating expense and $131,000 of interest expense.

We believe that our existing and new properties will be adequate to meet our needs through December 31, 2025.

Item 2 of the 10-K filed Mar 18, 2026.4

Leadership

Who has led Usio, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (16)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • FiCentive, Inc. Nevada3
  • Usio Output Solutions, Inc. Nevada3
  • ZBILL, Inc. Nevada3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • PAYMENT DATA SYSTEMS INCMay 2, 2019 to Jul 1, 20192
  • BILLSERV INCDec 21, 2001 to Aug 11, 20032
  • BILLSERV COM INCJun 29, 1999 to Oct 10, 20012

Timeline

  1. Aug 12, 20268-K Results of operations34
  2. Jun 17, 20268-K Executive or director change35
  3. Jun 16, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote36
  4. Jun 10, 20268-K Bylaws or fiscal year changed; Shareholder vote; Regulation FD disclosure37
  5. May 13, 20268-K Results of operations38
  6. Mar 18, 20268-K Results of operations39
  7. Jan 27, 20268-K Results of operations; Regulation FD disclosure40
  8. Nov 12, 20258-K Results of operations41
  9. Aug 29, 20258-K Executive or director change42
  10. Aug 27, 20258-K Executive or director change43
  11. Aug 18, 20258-K Executive or director change44
  12. Aug 6, 20258-K Results of operations45
  13. Aug 17, 2016New chief executive Louis A. Hoch becomes CEO13
  14. Jan 3, 2006New chief executive Michael R. Long becomes CEO14

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.02) a share, on Nov 12, 2025.46

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results34
  2. May 13, 2026Reported quarterly or annual results38
  3. Mar 18, 2026Reported quarterly or annual results39
  4. Jan 27, 2026Reported quarterly or annual results40
  5. Nov 12, 2025Reported quarterly or annual results41
  6. Aug 6, 2025Reported quarterly or annual results45
  7. May 14, 2025Reported quarterly or annual results47
  8. Mar 26, 2025Reported quarterly or annual results48

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

280 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 43 major events, 183 insider forms, 12 large holders, 21 other. The latest 20:

  1. Sep 3, 20264 PRIMARY DOCUMENT EDGAR
  2. Aug 26, 20264 PRIMARY DOCUMENT EDGAR
  3. Aug 25, 2026SCHEDULE 13G EDGAR
  4. Aug 25, 20264 PRIMARY DOCUMENT EDGAR
  5. Aug 25, 20264 PRIMARY DOCUMENT EDGAR
  6. Aug 25, 20264 PRIMARY DOCUMENT EDGAR
  7. Aug 25, 20264 PRIMARY DOCUMENT EDGAR
  8. Aug 25, 20264 PRIMARY DOCUMENT EDGAR
  9. Aug 25, 20264 PRIMARY DOCUMENT EDGAR
  10. Aug 12, 20268-K EDGAR
  11. Aug 12, 202610-Q EDGAR
  12. Jun 23, 20264 PRIMARY DOCUMENT EDGAR
  13. Jun 23, 20264 PRIMARY DOCUMENT EDGAR
  14. Jun 23, 20264 PRIMARY DOCUMENT EDGAR
  15. Jun 23, 20264/A PRIMARY DOCUMENT EDGAR
  16. Jun 22, 20264 PRIMARY DOCUMENT EDGAR
  17. Jun 22, 20264 PRIMARY DOCUMENT EDGAR
  18. Jun 22, 20264 PRIMARY DOCUMENT EDGAR
  19. Jun 22, 20264 PRIMARY DOCUMENT EDGAR
  20. Jun 17, 20268-K EDGAR

The 280 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

114 open-market trades by officers, directors and large owners since October 2021: 21 buys and 93 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 10, 2026National Services, Inc10% ownerSale10,000$1.27$12.7KForm 4
Mar 10, 2026National Services, Inc10% ownerSale10,000$1.27$12.7KForm 4
Mar 9, 2026National Services, Inc10% ownerSale8,860$1.31$11.6KForm 4
Mar 9, 2026National Services, Inc10% ownerSale8,860$1.31$11.6KForm 4
Mar 6, 2026National Services, Inc10% ownerSale6,697$1.35$9.0KForm 4
Mar 5, 2026National Services, Inc10% ownerSale2,787$1.38$3.8KForm 4
Jan 27, 2026National Services, Inc10% ownerSale5,922$1.36$8.1KForm 4
Jan 26, 2026National Services, Inc10% ownerSale4,502$1.35$6.1KForm 4
Jan 23, 2026National Services, Inc10% ownerSale8,961$1.34$12.0KForm 4
Jan 22, 2026National Services, Inc10% ownerSale7,484$1.37$10.3KForm 4
Jan 21, 2026National Services, Inc10% ownerSale7,512$1.36$10.2KForm 4
Jan 20, 2026National Services, Inc10% ownerSale10,000$1.36$13.6KForm 4
Jan 16, 2026National Services, Inc10% ownerSale6,043$1.36$8.2KForm 4
Jan 15, 2026National Services, Inc10% ownerSale5,612$1.37$7.7KForm 4
Jan 14, 2026National Services, Inc10% ownerSale2,112$1.37$2.9KForm 4
Jan 13, 2026National Services, Inc10% ownerSale5,408$1.36$7.4KForm 4
Oct 1, 2024National Services, Inc10% ownerSale6,897$1.37$9.4KForm 4
Sep 30, 2024National Services, Inc10% ownerSale17,513$1.39$24.3KForm 4
Sep 27, 2024National Services, Inc10% ownerSale7,487$1.43$10.7KForm 4
Aug 23, 2024HOCH LOUIS AChairman, President and CEOBuy200$1.50$300Form 4

All 114 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Louis A. HochChairman, President, and Chief Executive and Operating Officer60$878.8K$1.4M55
2025Greg CarterEVP, Payment Acceptance62$289.4K$416.1K55
2025Houston FrostSVP, Chief Product Officer44$240.0K$348.6K55
2025Michael WhiteChief Accounting Officer29$219.4K$333.5K55
2024Louis A. HochChairman, President, and Chief Executive and Operating Officer60$783.2K$1.3M55
2024Greg CarterEVP, Payment Acceptance62$265.0K$433.4K55
2024Michael WhiteChief Accounting Officer29$177.3K$408.8K55
2024Houston FrostSVP, Chief Product Officer44$236.5K$320.8K55

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 32. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Whittier Trust Co2,713,852$6.4M0.1%No change
Vanguard Capital Management LLC917,455$2.3M0.0%+15,296
Perkins Capital Management Inc700,371$1.7M1.3%−1,561
Renaissance Technologies LLC437,241$1.1M0.0%+36,500
Geode Capital Management, LLC184,503$457.7K0.0%+65,386
North Star Investment Management Corp.180,000$446.4K0.0%No change
Stonebridge Wealth Management, LLC177,084$439.2K0.4%New
BlackRock, Inc.111,768$277.2K0.0%+19,778
Vanguard Fiduciary Trust Co105,174$260.8K0.0%+784
Rothschild Wealth LLC79,700$197.7K0.0%−6,000
State Street Corp76,789$190.4K0.0%No change
Citadel Advisors LLC71,027$176.1K0.0%−109,052
Bridgeway Capital Management, LLC71,000$176.1K0.0%−30,000
Morgan Stanley50,289$124.7K0.0%−4,746
Dimensional Fund Advisors LP46,421$115.1K0.0%No change
Osaic Holdings, Inc.46,353$115.0K0.0%No change
Northern Trust Corp45,040$111.7K0.0%+11,644
Allworth Financial LP41,234$102.3K0.0%No change
Susquehanna International Group, Llp28,027$69.5K0.0%−39,183
XTX Topco Ltd25,368$62.9K0.0%+9,860
Goldman Sachs Group Inc20,357$50.5K0.0%−19,243
Investors Asset Management Of Georgia Inc /ga/ /adv20,000$49.6K0.0%No change
Jones Financial Companies Lllp17,608$38.9K0.0%New
Jane Street Group, LLC12,221$30.3K0.0%New
Vanguard Global Advisers, LLC3,902$9.7K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Usio, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARUsio, Inc.1
  • CIK0001088034
  • Employer ID (EIN)98-01900724
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inNevada4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6099 Functions Related To Depository Banking, NEC1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address3611 Paesanos Parkway, Suite 300, San Antonio, TX 782311
  • Phone21024941001
  • Shares outstanding28,495,414 as of Aug 10, 202612
  • Public float$26.5M as of Jun 30, 20254
  • AuditorWithumSmith+Brown, P.C., Houston, Texas PCAOB ID 100; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceJun 11, 19991
  • Filings1,372 in all: 4 (826), 8-K (138), 10-Q (70), 3 (44), 4/A (38), 5 (29), 10-K (23), DEF 14A (22)1
    All 53 form types

    SC 13G (17), S-8 (14), 10QSB (12), SC 13G/A (11), 8-K/A (7), S-3 (7), SC 13D (7), 10-Q/A (6), S-3/A (6), SC 13D/A (6), 424B5 (5), DEFA14A (5), NT 10-K (5), SB-2 (5), SB-2/A (5), 10-K/A (4), 144 (4), 424B3 (4), CORRESP (4), EFFECT (4), PRE 14A (4), SCHEDULE 13G/A (4), 10KSB (3), D (3), NT 10-Q (3), RW (3), 3/A (2), 8-A12G (2), CT ORDER (2), S-8 POS (2), UPLOAD (2), 10-12B/A (1), 10-12G (1), 10-12G/A (1), 10-K405 (1), 10QSB/A (1), 8-A12B (1), CERTNAS (1), DEF 14C (1), DEFR14A (1), PRE 14C (1), REGDEX (1), SC TO-I (1), SC TO-I/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 18, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Apr 29, 2026
    Latest 8-K (8-K) Aug 12, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.001 per shareUSIONasdaq

From the cover page of the 10-K filed Mar 18, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Usio, Inc. names in Item 1A of its 10-K filed Mar 18, 2026: 40 risks under these headings, as written.4

  • RISKS RELATED TO OUR BUSINESS
  • Loss of key resellers could reduce our revenue growth.
  • Market conditions could negatively impact our business, results of operations, cash flows and financial condition.
  • If our security applications are breached by cyberattacks or are not adequate to address changing market conditions and customer concerns, we may incur significant losses and be unable to sell our services.
  • Our efforts to expand our product portfolio and market reach, including through acquisitions, may not succeed and may reduce our revenue growth and we may not achieve or maintain profitability.
  • Unauthorized disclosure of cardholder data, whether through breach of our computer systems or otherwise, could expose us to liability and protracted and costly litigation.
  • If our efforts to protect the security of information about our customers, cardholders and vendors are unsuccessful, we may face additional costly government enforcement actions and private litigation, and our sales and reputation could suffer.
  • If we fail to comply with the applicable requirements of the respective card networks, they could seek to fine us, suspend us or terminate our registrations.
  • If we do not adapt to rapid technological change, including as a result of AI, our business may fail.
  • Fraud by merchants or others could have an adverse effect on our operating results and financial condition.
  • We have incurred substantial losses in the past and may incur additional losses in the future, and we may need additional financing in the future. We may be unable to obtain additional financing or if we obtain financing it may not be on terms favorable to us. Our inability to obtain additional financing when needed, or financing on terms favorable to us, could result in the loss of your entire investment.
  • Business interruptions or systems failures may impair the availability of our websites, applications, products or services, or otherwise harm our business.
The other 29 risks
  • We rely on our relationship with the Automated Clearing House network, and if the Federal Reserve rules were to change, our business could be adversely affected.
  • If we lose key personnel or we are unable to attract, recruit, retain and develop qualified employees, our business, financial condition and results of operations may be adversely affected.
  • If our third-party card processing providers or our bank sponsors fail to comply with the applicable requirements of Visa, Mastercard and Discover credit card associations or if our current processors cancel or fail to renew our contracts, we may have to find a new third-party processing provider, which could increase our costs.
  • We may not be able to obtain and maintain sufficient insurance coverage.
  • We have recorded significant deferred tax assets, and we might never realize their full value, which would result in a charge against our earnings.
  • Our prepaid card revenues from the sale of services to merchants that accept Mastercard cards are dependent upon our continued Mastercard registration and financial institution sponsorship and, in some cases, continued participation in certain payment networks.
  • If our software fails, and we need to repair or replace it, or we become subject to warranty claims, our costs could increase.
  • We will be liable for separation payments in case of change in control, termination without cause, non-renewal of the agreement, death, or disability under the employment agreement with our Chairman, President, Chief Executive Officer, and Chief Operating Officer, Mr. Hoch, which could have an adverse effect on our cash position and on our financial results.
  • We depend on Louis A. Hoch, our Chairman, President, Chief Executive and Chief Operating Officer, and if he ceased to be active in our management, our business may not be successful.
  • Risks associated with reduced levels of consumer spending could adversely affect our revenues and earnings.
  • We are subject to risks and write-offs resulting from fraudulent activities and losses from overdrawn cardholder accounts that could adversely impact our financial performance and results of operations.
  • Our business strategy includes identifying businesses and assets to acquire, and if we cannot integrate acquisitions into our Company successfully, we may have limited growth.
  • If we do not manage our credit risks related to our merchant accounts, we may incur significant losses.
  • RISKS RELATED TO OUR INDUSTRY
  • The electronic commerce market is evolving and if it does not continue to grow, we may not be able to sell sufficient services to make our business viable.
  • If we cannot compete successfully in our industry, we could lose market share and our costs could increase.
  • Payments and other financial services-related regulations and oversight are material to our business and any failure by us to comply could materially harm our business.
  • As an agent of, and third-party service provider to, our issuing banks, we are subject to indirect regulation and direct audit and examination by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, or FRB, and the Federal Deposit Insurance Corporation.
  • We are subject to U.S. laws, regulations, rules, standards, policies, contractual obligations and other legal obligations, particularly those related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could harm our business.
  • We are subject to the CARD Act which could subject us to civil and criminal liabilities.
  • We are subject to regulations relating to prepaid card programs which could further increase our compliance costs.
  • The use of AI could make us subject to evolving regulatory risks
  • RISKS RELATED TO OUR COMMON STOCK
  • Our stock price is volatile, and you may not be able to sell your shares at a price higher than what you paid.
  • If security or industry analysts publish reports that are interpreted negatively by the investment community, publish negative research reports about our business, cease coverage of our company or fail to regularly publish reports or us, our share price could decline.
  • Additional stock issuances could result in significant dilution to our stockholders.
  • We may issue additional equity securities, or engage in other transactions that could dilute our book value or affect the priority of our common stock, which may adversely affect the market price of our common stock.
  • We may issue shares of preferred stock with greater rights than our common stock.
  • We have not paid any cash dividends in the past and have no plans to pay cash dividends in the future, which could cause our common stock to have a lower value than that of similar companies which do pay cash dividends.
  • Shares eligible for future sale may depress our stock price.
  • Our directors and officers have substantial control over us.
  • We have adopted certain measures that may make it more difficult for a third party to acquire control of our Company.

Legal proceedings

BEN KAUDER, NINA PIOLETTI, & TRIPLE PAY PLAY, INC.

In 2017, Usio acquired Singular Payments, Inc. (“Singular”), another payment processing company with offices in Nashville, Tennessee and St. Augustine, Florida.

Ben Kauder and Nina Pioletti were executives of Singular and, after the acquisition, Usio hired them as executive-level employees. Usio hired Kauder to serve as Senior Vice President of Integrated Payments, and Pioletti was hired to serve as Director of Sales. As a condition of employment, Kauder and Pioletti agreed to be bound by certain Usio policies, including as related to preserving the confidentiality of Usio’s proprietary information. As Usio executives, Kauder and Pioletti were afforded access to and contributed to the development of Usio’s trade secrets and other proprietary information not generally known by the public at large, including but not limited to, financial information, marketing plans, cost and operational/strategic plans, and sales presentations.

In May 2021, Kauder resigned from Usio followed by Pioletti in July 2022. Thereafter, Kauder and Pioletti formed Triple Pay Play, another payment processing company which directly competes with Usio. Upon information and belief, Kauder and Pioletti were working to form Triple Pay Play while employed by Usio, during Usio business hours, and while using Usio resources and Usio property.

The opening of Item 3, Legal Proceedings.4

Sources

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