Usio, Inc.
For the period ended Dec 31, 2025. Filed Mar 18, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 18, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
INDEX
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Business. | 1 |
| Item 1A. | Risk Factors. | 13 |
| Item 1B. | Unresolved Staff Comments. | 19 |
| Item 1C. | Cybersecurity. | 19 |
| Item 2. | Properties. | 31 |
| Item 3. | Legal Proceedings. | 32 |
| Item 4. | Mine Safety Disclosures. | 32 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 33 |
| Item 6. | [Reserved] | 34 |
| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations. | 34 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk. | 46 |
| Item 8. | Financial Statements and Supplementary Data. | 47 |
| Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. | 71 |
| Item 9A | Controls and Procedures. | 71 |
| Item 9B. | Other Information. | 71 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 71 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance. | 72 |
| Item 11. | Executive Compensation. | 72 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 72 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 72 |
| Item 14. | Principal Accountant Fees and Services. | 72 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules. | 73 |
| Signatures. | 77 | |
i
FACTORS THAT MAY AFFECT FUTURE RESULTS
This Annual Report on Form 10-K, or this Annual Report or this report, and the documents incorporated herein by reference contain certain forward-looking statements as defined under the federal securities laws. Specifically, all statements other than statements of historical facts included in this Annual Report on Form 10-K regarding our financial performance, business strategy and plans and objectives of management for future operations and any other future events are forward-looking statements and based on our beliefs and assumptions. If used in this report, the words "will," "anticipate," "believe," "estimate," "expect," "intend," and words or phrases of similar import are intended to identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties, and assumptions, including, but without limitation, those risks and uncertainties contained in the Risk Factors section of this Annual Report on Form 10-K and our other filings made with the U.S. Securities and Exchange Commission, or the SEC. Although we believe that our expectations are reasonable, we can give no assurance that such expectations will prove to be correct. Based upon changing conditions, any one or more of these events described herein as anticipated, believed, estimated, expected or intended may not occur. All prior and subsequent written and oral forward-looking statements attributable to our Company or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. We do not intend to update any of the forward-looking statements after the date of this Annual Report to conform these statements to actual results or to changes in our expectations, except as required by law.
Factors to consider when evaluating these forward-looking statements include, but are not limited to:
| • | Loss of key resellers could reduce our revenue growth. |
|---|---|
| • | 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. |
| • | 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. |
EXPLANATORY NOTE
This Annual Report includes estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
INTELLECTUAL PROPERTY
We own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that protect the content of our products and the formulations for such products. Solely for convenience, some of the trademarks, trade names and copyrights referred to in this report are listed without the ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, trade names and copyrights. Please see “Business –Trademarks and Domain Names” for more information.
Other trademarks and trade names in this Annual Report are the property of their respective owners.
ii
SUMMARY OF RISK FACTORS
The following is a summary of the most significant risks and uncertainties that we believe could adversely affect our business, financial condition or results of operations. In addition to the following summary, you should consider the other information set forth in the “Risk Factors” section and the other information contained in this Annual Report.
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. |
| • | 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. |
| • | Our business is subject to U.S. federal anti-money laundering, or AML, laws and regulations, including the Bank Secrecy Act, or BSA. AML laws among other things, require certain financial services providers to develop and implement risk-based anti-money laundering programs, report large cash transactions and suspicious activity and maintain transaction records. |
| • | 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 issue 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. |
Unless the context indicates otherwise, all references in this Annual Report to “Usio,” the “Company,” “we,” “us,” and “our” refer to Usio, Inc. and its subsidiaries.
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.