Usio, Inc. Stock Compensation Disclosure
Note 9. Stock-Based Compensation
In the year ended December 31, 2025, we withheld 129,073 shares of our common stock for $218,750 in private transactions based on an average purchase price of $1.69 per share from officers, directors and employees to cover their share of taxes in connection with equity grants. In the year ended December 31, 2024, we withheld 408,305 shares of our common stock for $597,568 in private transactions based on an average purchase price of $1.46 per share from officers, directors and employees to cover their share of taxes in connection with equity grants.
On August 21, 2025, the Company granted 920,000 shares of restricted common stock with a 10-year vesting period and 457,800 restricted stock units ("RSUs") with a 3-year vesting period to officers and employees as performance bonuses at an issue price of $1.44 per share. RSUs vest in equal tranches over their 3-year vesting period, while 10-year grants are cliff vesting, and vest in full at the conclusion of their 10-year vesting period. Upon vesting, officers and employees will receive issued shares of common stock. Executive officers included in the 10-year restricted stock grants were Louis Hoch (300,000 shares), Michael White (50,000 shares), Greg Carter (50,000 shares), and Houston Frost (50,000 shares). Executive officers included in the RSU grants were Louis Hoch (21,000 RSUs), Michael White (18,000 RSUs), Greg Carter (18,000 RSUs), and Houston Frost (18,000 RSUs).
On August 21, 2025, the Company granted 84,000 RSUs with a 3-year vesting period to Non-employee Directors as performance bonuses at an issue price of $1.44 per share. Directors included in the RSU grants were Blaise Bender (21,000 RSUs), Brad Rollins (21,000 RSUs), Ernesto Beyer (21,000 RSUs) and Michelle Miller (21,000 RSUs).
On June 21, 2024, the Company granted 966,000 shares of restricted common stock with a 10-year vesting period and 277,200 RSUs with a 3-year vesting period to officers and employees as performance bonuses at an issue price of $1.55 per share. Executive officers included in the 10-year restricted stock grants were Louis Hoch (160,000 shares), Michael White (120,000 shares), Greg Carter (80,000 shares), and Houston Frost (40,000 shares). Executive officers included in the RSU grants were Louis Hoch (21,000 RSUs), Michael White (18,000 RSUs), Greg Carter (18,000 RSUs), and Houston Frost (12,000 RSUs).
On June 21, 2024, the Company granted 84,000 RSUs with a 3-year vesting period to Non-employee Directors as performance bonuses at an issue price of $1.55 per share. Directors included in the RSU grants were Blaise Bender (21,000 RSUs), Brad Rollins (21,000 RSUs), Ernesto Beyer (21,000 RSUs) and Michelle Miller (21,000 RSUs).
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.