USBC, Inc.

For the period ended Dec 31, 2025. Filed Nov 4, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Nov 4, 2026

USBC$0.37+2.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to § 240.14a-12

USBC, INC.

(Name of Registrant as Specified in Its Charter)N/A(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear USBC Stockholder:

On behalf of the Board of Directors (the “Board”) and our entire USBC team, I invite you to attend the 2026 Annual Meeting of Stockholders of USBC, Inc., which will be held on December 17, 2026, at 8:00 a.m., Pacific Time. The meeting will be completely virtual and will be conducted via live webcast, providing a consistent experience to all stockholders, regardless of location.

We look forward to sharing with you at the meeting select insights into our vision for the future of tokenized deposits along with an update on our product delivery strategy. We will also offer a closer look at the opportunities we see emerging and the strategic direction we are taking to lead in this next phase of financial innovation.

You will be able to attend the meeting online and vote your shares electronically by visitingwww.virtualshareholdermeeting.com/USBC2026. We ask for your support on the proposals to be presented at the meeting.

Details regarding how to participate in the meeting online are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. I encourage you to read the materials carefully and vote promptly.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, we request that you submit your vote as soon as possible via the Internet, telephone, or mail, even if you plan to attend the meeting online.

Thank you for being a USBC stockholder. We hope you will plan to join us at the virtual meeting.

Very truly yours,

Robert Gregory Kidd

Chairman and CEO

300 E 2nd Street, 15th Floor

Reno, NV 89501

Notice of the 2026 Annual Meeting of Stockholders

It is important that your shares be represented and voted at the Annual Meeting. You may vote your shares by Internet or by telephone by following the instructions set forth in the Notice of Internet Availability of Proxy Materials. If you request and receive a printed copy of the proxy materials, you may also vote by mail using the enclosed proxy card. You may revoke your proxy at any time before it is exercised at the meeting by following the instructions in the Proxy Statement.
Date:	Thursday, December 17, 2026
Time:	8:00 a.m., Pacific Time
Location:	Via live webcast at www.virtualshareholdermeeting.com/USBC2026
Proposals:	We will hold the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) for the following purposes:
	1.To elect six (6) nominees to serve on the Board of Directors until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
	2. To approve, by a non-binding advisory vote, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement;
	3. To ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and
	4. To transact such other business that may properly come before the Annual Meeting and at any adjournments thereof.
	Our Board of Directors recommends that you vote “FOR” each of the nominees named in Proposal 1 and “FOR” Proposals 2 and 3.
Who Can Vote:	Only stockholders of record at the close of business on October 26, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.
How You Can Vote:	IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALSOur Proxy Statement and Annual Report on Form 10-K for the fiscal year ended September 30, 2025, and our Transition Report on Form 10-K for the transition period from October 1, 2025 through December 31, 2025, as amended, as filed with the Securities and Exchange Commission (“SEC”), are available at www.virtualshareholdermeeting.com/USBC2026. The Transition Report includes our audited consolidated financial statements for the transition period from October 1, 2025 through December 31, 2025.

By order of the Board of Directors,

/s/ Linda Jenkinson

Linda Jenkinson

Vice Chair

ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT	2
GENERAL INFORMATION ABOUT THE MEETING AND VOTING	2
DIRECTORS AND EXECUTIVE OFFICERS	8
CORPORATE GOVERNANCE	12
EXECUTIVE COMPENSATION	18
DIRECTOR COMPENSATION	29
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
PROPOSAL 1 – ELECTION OF DIRECTORS	36
PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION	37
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	38
REPORT OF THE AUDIT COMMITTEE	40
SUBMISSION OF STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR OUR NEXT ANNUAL MEETING	41
OTHER BUSINESS	42

ContentsView on SEC.gov

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