USBC, Inc.

Master Loan Agreement

On March 18, 2026, the Company entered into a Master Loan Agreement (the “MLA”) with Payward Interactive, Inc. (the "Lender") pursuant to which the Company may, from time to time, borrow fiat currency or digital assets on the terms set forth therein in an aggregate principal amount of up to $25.0 million for up to a twelve-month term, subject to execution of one or more individual loan term sheets. The MLA contains customary conditions, initial collateral requirements, collateral maintenance and liquidation mechanics, and early return and recall rights.

Borrowings under the MLA are solely secured by Bitcoin collateral held in and subject to collateral maintenance requirements based on specified margin ratios. The Bitcoin collateralizing the borrowing facility is held for the benefit of the Lender by an affiliate of the Lender, Payward Financial, Inc. (the "Custodian") and subject to an account control agreement by and among the Lender, the Company and the Custodian.

On March 20, 2026, the Company entered into a term sheet for a fixed-term loan of $5.0 million bearing a fee of 8.5% per annum under the MLA maturing on March 18, 2027. The obligations under the MLA are prepayable at the Company's option after an initial term of three months. The MLA provides the Company with an additional source of liquidity to support its operations and strategic initiatives, primarily the further development and future launch of the tokenized deposit program.

The foregoing summary of the MLA does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.34 of this Transition Report on Form 10-K and incorporated herein by reference.

Affiliate Services Agreement

On March 18, 2026, the Company entered into an Affiliate Services Agreement (the “Services Agreement”) with Vast Holdings, Inc. ("Vast"), an affiliated entity, pursuant to which the Company will reimburse Vast for the cost it incurs to perform certain strategic operational, and administrative services in support of the further development of the tokenized deposit offering. Total reimbursements under the Services Agreement are capped at $10.5 million during the term of the Agreement, unless mutually agreed upon with Vast with costs reimbursed by the Company as incurred and subject to detailed invoicing, documentation, and approval requirements. The Services Agreement expires on December 31, 2026. The Services Agreement and the transactions contemplated thereunder constitute related party transactions. Accordingly, the Services Agreement was reviewed and approved by the independent Audit Committee of the Company's Board of Directors (the "Board") and the Board prior to its execution.

The foregoing summary of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.35 of this Transition Report on Form 10-K and incorporated herein by reference.

Trading Plans

During the Transition Period ended December 31, 2025, no director or officer of the Company adopted, modified, or terminated any ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ in each case as defined in Item 408(a) of Regulation S-K. During the same period, the Company did not adopt or terminate any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.