Form 8-K

8-K — Usio, Inc.

Accession: 0001437749-26-027301

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001088034

SIC: 6099 (FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — usio20260608_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_973961.htm)

GRAPHIC (logo01.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: usio20260608_8k.htm · Sequence: 1

usio20260608_8k.htm

false

0001088034

2026-08-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2026

USIO, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-30152

98-0190072

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

3611 Paesanos Parkway, Suite 300, San Antonio, TX

78231

(Address of principal executive offices)

(Zip Code)

(210) 249-4100

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

USIO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 12, 2026, Usio, Inc. issued a press release announcing financial results for its quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1. The information furnished in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section.

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to its future activities or future events or conditions. These forward-looking statements are identified by the use of words such as “believe,” “expect,” “project,” “anticipate,” “target,” and “launch,” or similar expressions including statements about commercial operations, technology progress, growth and future financial performance of the Company. Forward-looking statements in this report are subject to certain risks and uncertainties inherent in the Company’s business that could cause actual results to vary, including such risks that the Company’s security applications may be insufficient; the Company’s ability to adapt to rapid technological change; adverse effects on the Company’s relationships with Automated Clearing House, bank sponsors and credit card associations; the Company’s ability to comply with federal or state regulations; the Company’s exposure to credit risks, data breaches, fraud or software failures, the uncertainty caused by the pandemic and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2025. One or more of these factors have affected, and in the future could affect, the Company’s businesses and financial results and could cause actual results to differ materially from plans and projections. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date as of which such statement was made.

Item 9.01 Financial Statements and Exhibits.

99.1

Press Release issued by Usio, Inc., dated August 12, 2026. (filed herewith)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Usio, Inc.

(Registrant)

Date: August 12, 2026

/s/ Louis A. Hoch

Name: Louis A. Hoch

Title: Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_973961.htm · Sequence: 2

ex_973961.htm

Exhibit 99.1

Usio Announces Second Quarter 2026 Financial Results

Revenue, Earnings per Share, and Adjusted EBITDA1 beat Consensus Estimates

Revenue up 19%, Adjusted EBITDA1 up 128%

Raises Fiscal 2026 Revenue Guidance, Revenues Now Expected to be up 14-16%

Total payment dollars processed through all payment channels up 27%

SAN ANTONIO, August 12, 2026 (GLOBE NEWSWIRE) – Usio, Inc., "Usio" or the "Company" (Nasdaq: USIO), a leading FinTech company that operates a full stack of integrated, cloud-based electronic payment and embedded financial solutions, today announced financial results for the second quarter ended June 30, 2026.

Louis Hoch, President and Chief Executive Officer of Usio, said, “The second quarter built upon a record start to the new year, with all of our key performance indicators showing sustained growth. I am particularly pleased with our bottom line, which we have been intently focused on improving, where Adjusted EBITDA1 was up 128% from a year ago and GAAP net income was approximately $0.3 million, or $0.01 per share. Revenue growth accelerated sequentially from the first quarter, up 19% versus the prior year period with all of Card, ACH and Output Solutions generating over 20% growth in the quarter. Total processing transactions set new records, led by 34% transaction growth in ACH during the quarter. Our financial condition and liquidity remain strong. Consequently, based on our extremely strong first half of the fiscal year and confidence in our new business opportunities, we have raised our expectations for our top line growth, with full year revenues now expected to be up 14 to 16% compared to the prior year, an increase from the previously expected 10 to 12%.”

Results in the second quarter were led by a 28% increase in credit card revenues where volumes were up strongly, with dollars processed up 13% and transactions processed up 19% from a year ago. PayFac revenues were up 43% in the quarter and continue to comprise over three quarters of credit card revenues, which has precipitated the inflection in credit card's growth trajectory. ACH, our highest margin business, had another record quarter. Revenues were up 21% on record transaction volume, which was up 34%, and as the result of our growing RTP business and strong PINless debit growth. Further penetration of the mortgage servicing and fintech industries as well as the addition of new accounts continues to fuel ACH growth.

Output Solutions had an outstanding quarter, with 22% revenue growth in the second quarter of 2026 over the same period last year, sequentially improving from 19% in the previous quarter. Volumes were at record levels with electronic documents processed and delivered up 49% and total pieces printed and mailed up 43%.

For the quarter, gross profits were up over 11%, with gross margins at 24% in the quarter, a sequential improvement from 20% in the first quarter of 2026. Gross margins were down nominally versus the prior year period, primarily attributable to a decrease in interest revenue (which has a 100% margin) and revenue mix. Total selling, general and administrative expenses, inclusive of depreciation and amortization and stock-based compensation ("Total SG&A Expenses"), were down approximately $190,000 from the year ago period, while "SG&A," consisting of selling, general and administrative expenses only, was down nominally at 1% from the year ago quarter.

For the quarter ended June 30, 2026, the Company reported net income of approximately $0.3 million, or $0.01 per share, compared to a net loss of ($0.4) million, or ($0.01) per share, for the second quarter of 2025. Note that there were no extraordinary items that contributed to the second quarter 2026 net income as calculated in accordance with United States generally accepted accounting principles ("GAAP"). Adjusted EBITDA1 was $1.1 million for the second quarter of 2026, more than double the $0.5 million in the same quarter a year ago. The Company used approximately $371,000 to repurchase 281,000 shares of its common stock in the six months ended June 30, 2026. Cash was in excess of $6.4 million at June 30, 2026, down over the six months, with the decrease being related to some annual cash outlays occurring in the period. In addition, cash was used for leasehold improvements and integration of our new Output Solutions printer in the second quarter, which helped accelerate Output Solutions revenues.

1 Please see reconciliation of GAAP to Non-GAAP Financial Measures below

Quarterly Processing and Transaction Volumes

Total payment dollars processed through all payment channels in the second quarter of 2026 were $2.47 billion, an increase of 27% over the $1.94 billion processed in last year's second quarter. Total payment transactions processed in the second quarter of 2026 were 17.9 million, an increase of 27% over the same quarter of last year.

Our credit card segment continues to grow, where dollars processed in the second quarter of 2026 were up 13% and transactions processed were up 19% from the year ago quarter. In the second quarter of 2026, ACH electronic check transaction volume was up 34%, setting a new quarterly transaction record for the fifth consecutive quarter, while electronic check dollars processed were up 28% and return check transactions processed were up 35%, in each case, compared to the same quarter of 2025. In our prepaid card services business unit, card load volume was flat, and transactions processed were down 4%; however, purchase volume was up 11% for the second quarter of 2026, in each case, compared to the same quarter of 2025. Output Solutions pieces processed and mailed were up 43% while electronic documents processed and delivered were up 49% for the second quarter of 2026, in each case, compared to the same quarter of 2025.

Second Quarter 2026 Revenue Detail

Revenues for the quarter ended June 30, 2026 were $23.7 million, up 19% from $20.0 million in the prior year quarter, due to increases in all of our business lines, excluding prepaid card services. Interest revenues were also lower. Revenues for the six months ended June 30, 2026 were $49.1 million, up 17% from $42.0 million in the prior year period, once again due to increases in all of our business lines, excluding prepaid card services, and lower interest revenues.

Three Months Ended June 30,

2026

2025

$ Change

% Change

ACH and complementary services

6,308,281

5,192,224

1,116,057

Credit card

8,997,174

7,045,030

1,952,144

Prepaid card services

2,453,774

2,726,410

(272,636

)

(10

Output Solutions

5,669,349

4,642,901

1,026,448

Interest - ACH and complementary services

90,876

176,518

(85,642

)

(49

Interest - Prepaid card services

112,502

134,823

(22,321

)

(17

Interest - Output Solutions

46,680

43,084

3,596

Total Revenue

23,678,636

19,960,990

3,717,646

Six Months Ended June 30,

2026

2025

$ Change

% Change

ACH and complementary services

12,601,347

10,236,741

2,364,606

Credit card

18,707,498

14,923,724

3,783,774

Prepaid card services

4,826,975

5,633,861

(806,886

)

(14

Output Solutions

12,474,663

10,375,768

2,098,895

Interest - ACH and complementary services

213,077

400,647

(187,570

)

(47

Interest - Prepaid card services

230,531

317,484

(86,953

)

(27

Interest - Output Solutions

90,319

81,815

8,504

Total Revenue

49,144,410

41,970,040

7,174,370

Gross profit for the second quarter of 2026 was $5.7 million, up 11% versus $5.1 million in the second quarter of 2025. Gross margins (defined as gross profit as a percentage of total revenues) were 24.2% in the second quarter of 2026, down versus 25.8% in the second quarter of 2025. This was primarily due to lower interest revenues, a high margin revenue source, and revenue mix.

Gross profit for the six months ended June 30, 2026 was $10.9 million, up 9% versus $9.9 million in the first half of 2025. Gross margins were 22.1% in the first half of 2026, down versus 23.7% in the first half of 2025. This was primarily due to lower interest revenues, a high margin revenue source, and revenue mix.

Total SG&A Expenses for the second quarter of 2026 were $5.3 million, down from $5.5 million in the year ago quarter primarily due to lower depreciation and amortization expense.

Total SG&A Expenses for the six months ended June 30, 2026 were $10.3 million, down from $10.6 million in the comparable year ago period primarily due to lower depreciation and amortization. SG&A was $8.9 million for the first half of 2026 compared to $8.8 million in the comparable prior year period. This nominal increase in SG&A was primarily related to increases in salary alongside increases in network infrastructure and professional fees that occurred in the first quarter of 2026.

For the second quarter of 2026, we reported operating income of $0.4 million compared to an operating loss of ($0.4) million for the same quarter a year ago, primarily due to increased revenues and gross profits, alongside a decrease in Total SG&A Expenses. Adjusted EBITDA1 was $1.1 million for the second quarter of 2026, compared to Adjusted EBITDA1 of $0.5 million for the same quarter a year ago. Net income in the quarter ended June 30, 2026 was approximately $0.3 million, or $0.01 per share, compared to a net loss of ($0.4) million, or ($0.01) per share, for the same period in the prior year.

For the six months ended June 30, 2026, we reported operating income of $0.6 million compared to an operating loss of ($0.6) million for the same period a year ago, primarily due to increased revenues and gross profits, alongside a decrease in Total SG&A Expenses. Adjusted EBITDA1 was $1.9 million for the six months ended June 30, 2026, compared to Adjusted EBITDA1 of $1.2 million for the same period a year ago. Net income in the six months ended June 30, 2026 was approximately $0.4 million, or $0.01 per share, compared to a net loss of ($0.6) million, or ($0.02) per share, for the same period in the prior year.

Operating Cash Flows declined to $0.3 million for the six months ended June 30, 2026, as compared to $1.1 million in the same period a year ago. The year ago period benefited from an approximately $1.5 million tax refund. Additionally, accounts receivable at June 30, 2026 was up as compared to December 31, 2025, reflecting our strong revenue growth.

We believe we continue to be in solid financial condition. Cash and cash equivalents as of June 30, 2026 were $6.4 million, a $1.0 million decrease over cash and cash equivalents as of December 31, 2025, due to items occurring once annually such as payment of state taxes and insurance, alongside some one-time cash outlays related to leasehold improvements and integration of our new Output Solutions printer in the second quarter. This was in addition to the use of over $371,000 to repurchase 281,000 shares of our common stock during the six months ended June 30, 2026.

1 Please see reconciliation of GAAP to Non-GAAP Financial Measures below

Conference Call and Webcast

Usio's management will host a conference call on Wednesday, August 12, 2026, at 4:30 pm Eastern time to review financial results and provide a business update. To listen to the conference call, interested parties within the U.S. should call +1-844-833-3890. International callers should call + 1-412-317-9246. All callers should ask for the Usio conference call. The conference call will also be available through a live webcast, which can be accessed via the Company’s website at www.usio.com/investors.

A replay of the call will be available approximately one hour after the end of the call through September 12, 2026. The replay can be accessed via the Company’s website or by dialing 1-855-669-9658 (U.S.) or 1-412-317-0088 (international). The replay conference playback code is 8298156.

About Usio, Inc.

Usio, Inc. (Nasdaq: USIO), a leading, cloud-based, integrated FinTech electronic payment solutions provider, offers a wide range of payment solutions to merchants, billers, banks, service bureaus, integrated software vendors and card issuers. The Company operates credit, debit/prepaid, and ACH payment processing platforms to deliver convenient, world-class payment solutions and services to clients through its unique payment facilitation platform as a service. The Company, through its Usio Output Solutions division, offers services relating to electronic bill presentment, document composition, document decomposition and printing and mailing services. The strength of the Company lies in its ability to provide tailored solutions for card issuance, payment acceptance, and bill payments as well as its unique technology in the card issuing sector.

Usio is headquartered in San Antonio, Texas, and has offices in Austin, Texas. Websites: www.usio.com and www.akimbocard.com.

Find us on LinkedIn, Facebook® and Twitter.

Comparisons

Unless otherwise indicated, all comparisons and growth rates represent year-over-year comparisons, with the quarterly period of this year compared to the corresponding quarter of the prior year.

About Non-GAAP Financial Measures

This press release includes the non-GAAP financial measures, as defined in Regulation G adopted by the Securities and Exchange Commission, of EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP financial measures is useful to investors because it provides them with financial measures the Company uses in the management of its business.

•

The Company defines EBITDA as operating income (loss), before interest income, interest expense, taxes, depreciation and amortization of intangibles.

•

The Company defines Adjusted EBITDA as EBITDA, as defined above, plus non-cash stock-based compensation and certain non-recurring items, such as costs related to acquisitions.

•

The Company defines Adjusted EBITDA margins as Adjusted EBITDA, as defined above, divided by total revenues.

Management believes presenting EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins is helpful to investors in evaluating the Company's operating performance because non-cash costs and other items that management believes are not indicative of its results of operations are excluded.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to revenue, net income, or cash provided by (used in) operating activities, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. EBITDA, Adjusted EBITDA, and Adjusted EBITDA margins have limitations as analytical tools and you should not consider these non-GAAP financial measures in isolation or as substitutes for analysis of our operating results as reported under GAAP.

1 Please see reconciliation of GAAP to Non-GAAP Financial Measures below

FORWARD-LOOKING STATEMENTS DISCLAIMER

Except for the historical information contained herein, this release contains forward-looking statements that are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding management's intentions, beliefs, expectations, and strategies for the future, including statements regarding the Company’s operating and growth strategies. Forward-looking statements can be identified by words such as "believe," "intend," "look forward," "anticipate," "schedule," "expect," and similar expressions.

These forward-looking statements are subject to risks and uncertainties inherent in the Company's business that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include, among others, risk relating to economic conditions; the realization of anticipated benefits from the PostCredit acquisition; the Company’s ability to manage growth; the loss of key resellers; relationships with the Automated Clearing House network, bank sponsors, third-party card processing providers, and merchants; the security of the Company’s software, hardware, and information systems; volatility in the Company’s stock price; the need for additional financing; risks associated with new tax legislation; and compliance with complex federal, state, and local laws and regulations, as well as other risks described from time to time in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

One or more of these factors have affected, and in the future, could affect, the Company’s businesses and financial results and could cause actual results to differ materially from management’s plans and projections. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, undue reliance should not be placed on such statements which speak as of the date hereof. The Company undertakes no obligation to update or revise any forward‑looking statements, except as required by law.

Contact:

Investor Relations

ir@usio.com

210-249-4055

USIO, INC.

CONSOLIDATED BALANCE SHEETS

June 30, 2026

December 31, 2025

(Unaudited)

ASSETS

Cash and cash equivalents

6,385,966

7,434,051

Settlement processing assets

72,172,358

74,180,475

Prepaid card load assets

16,945,868

27,623,728

Customer deposits

2,355,284

2,281,220

Merchant reserves

4,568,537

4,795,537

Accounts receivable, net

6,525,621

5,274,586

Inventory

392,108

461,675

Prepaid expenses and other

1,824,140

1,359,382

Total current assets

111,169,882

123,410,654

Property and equipment, net

4,654,545

4,157,393

Other assets:

Intangibles, net

9,759

Operating lease right-of-use assets, net

3,185,438

2,423,231

Other assets

362,949

Deferred tax asset, net

4,404,425

4,526,228

Total other assets

7,962,571

7,322,167

Total Assets

123,786,998

134,890,214

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

967,359

880,590

Accrued expenses

3,371,039

3,326,445

Operating lease liabilities, current portion

750,013

639,805

Equipment loan, current portion

343,339

289,317

Settlement processing obligations

72,172,358

74,180,475

Prepaid card load obligations

16,945,868

27,623,728

Customer deposits

2,355,284

2,281,220

Merchant reserve obligations

4,568,537

4,795,537

Total current liabilities

101,473,797

114,017,117

Non-current liabilities:

Operating lease liabilities, net of current portion

2,610,444

1,885,983

Equipment loan, net of current portion

910,310

1,074,711

Total liabilities

104,994,551

116,977,811

Stockholders' equity:

Preferred stock, $0.01 par value, 10,000,000 shares authorized; -0- shares outstanding at June 30, 2026 (unaudited) and December 31, 2025

—

Common stock, $0.001 par value, 200,000,000 shares authorized; 32,607,392 and 31,562,178 issued, and 28,513,915 and 27,729,704 outstanding at June 30, 2026 (unaudited) and December 31, 2025, respectively

32,607

31,562

Additional paid-in capital

104,007,118

102,363,590

Treasury stock, at cost; 4,093,477 and 3,832,474 shares at June 30, 2026 (unaudited) and December 31, 2025, respectively

(7,208,113

)

(6,837,181

)

Deferred compensation

(7,896,753

)

(7,100,573

)

Accumulated deficit

(70,142,412

)

(70,544,995

)

Total stockholders' equity

18,792,447

17,912,403

Total Liabilities and Stockholders' Equity

123,786,998

134,890,214

USIO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenues

23,678,636

19,960,990

49,144,410

41,970,040

Cost of services

17,952,649

14,820,921

38,281,540

32,020,828

Gross profit

5,725,987

5,140,069

10,862,870

9,949,212

Selling, general and administrative expenses:

Stock-based compensation

482,508

434,255

811,792

844,317

SG&A

4,580,548

4,638,185

8,936,690

8,781,080

Depreciation and amortization

286,018

464,599

511,763

960,369

Total selling, general and administrative

5,349,074

5,537,039

10,260,245

10,585,766

Operating income (loss)

376,913

(396,970

)

602,625

(636,554

)

Other income (expense):

Interest income

96,198

110,908

187,689

189,919

Interest expense

(22,934

)

(11,735

)

(45,760

)

(23,578

)

Other income, net

73,264

99,173

141,929

166,341

Income (loss) before income taxes

450,177

(297,797

)

744,554

(470,213

)

Federal income tax expense

54,719

—

121,803

—

State income tax expense

115,378

68,857

220,168

131,411

Income tax expense

170,097

68,857

341,971

131,411

Net income (loss)

280,080

(366,654

)

402,583

(601,624

)

Income (loss) Per Share

Basic income (loss) per common share:

0.01

(0.01

)

0.01

(0.02

)

Diluted income (loss) per common share:

0.01

(0.01

)

0.01

(0.02

)

Weighted average common shares outstanding

Basic

27,819,834

26,456,411

27,764,064

26,577,052

Diluted

27,819,834

26,456,411

27,764,064

26,577,052

USIO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended June 30,

2026

2025

Operating Activities

Net income (loss)

402,583

(601,624

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

511,763

960,369

Deferred federal income tax

121,803

—

Employee stock-based compensation

811,792

844,317

Allowance for expected credit losses

(223,096

)

—

Reserve for processing losses

(155,100

)

(171,525

)

Changes in operating assets and liabilities:

Accounts receivable

(1,027,939

)

162,045

Accounts receivable, tax credit

—

1,494,612

Prepaid expenses and other

(464,758

)

(520,027

)

Operating lease right-of-use assets

444,063

310,086

Inventory

69,567

23,339

Accounts payable and accrued expenses

286,463

(1,255,292

)

Operating lease liabilities

(371,601

)

(310,483

)

Merchant reserves

(227,000

)

105,000

Customer deposits

74,064

69,509

Net cash provided by operating activities

252,604

1,110,326

Investing Activities

Purchases of property and equipment

(532,124

)

(73,925

)

Capitalized labor for internal use software

(476,791

)

(673,242

)

Net cash (used in) investing activities

(1,008,915

)

(747,167

)

Financing Activities

Payments on equipment loan, net

(110,379

)

(72,328

)

Proceeds from issuance of common stock

36,601

41,496

Purchases of treasury stock

(370,932

)

(708,298

)

Assets held for customers

(12,685,977

)

3,202,631

Net cash provided by used in financing activities

(13,130,687

)

2,463,501

Change in cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves

(13,886,998

)

2,826,660

Cash, cash equivalents, settlement processing assets, prepaid card loads, customer deposits and merchant reserves, beginning of year

116,315,011

87,618,491

Cash, Cash Equivalents, Settlement Processing Assets, Prepaid Card Loads, Customer Deposits and Merchant Reserves, End of Period

102,428,013

90,445,151

Supplemental disclosures of cash flow information

Cash paid during the period for:

Interest

45,760

23,578

Income taxes

450,000

438,000

Non-cash investing and financing activities:

Issuance of deferred stock compensation

1,350,900

—

Right-of-use assets obtained in exchange for operating lease liabilities

1,206,270

—

USIO, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

Common Stock

Additional Paid- In

Treasury

Deferred

Accumulated

Total Stockholders'

Amount

Capital

Stock

Compensation

Deficit

Equity

Balance at December 31, 2025

31,562,178

31,562

102,363,590

(6,837,181

)

(7,100,573

)

(70,544,995

)

17,912,403

Issuance of common stock under equity incentive plan

94,700

77,943

—

78,038

Issuance of common stock under employee stock purchase plan

10,427

14,170

—

14,180

Deferred compensation amortization

—

251,246

—

251,246

Purchase of treasury stock, at costs

—

(233,459

)

—

(233,459

)

Net income for the period

—

122,503

Balance at March 31, 2026

31,667,305

31,667

102,455,703

(7,070,640

)

(6,849,327

)

(70,422,492

)

18,144,911

Issuance of common stock under equity incentive plan

920,420

920

1,529,014

—

(1,350,900

)

—

179,034

Issuance of common stock under employee stock purchase plan

19,667

22,401

—

22,421

Deferred compensation amortization

—

303,474

—

303,474

Purchase of treasury stock, at costs

—

(137,473

)

—

(137,473

)

Net income for the period

—

280,080

Balance at June 30, 2026

32,607,392

32,607

104,007,118

(7,208,113

)

(7,896,753

)

(70,142,412

)

18,792,447

Balance at December 31, 2024

29,902,415

198,317

99,676,457

(5,770,592

)

(6,914,563

)

(68,032,656

)

19,156,963

Adjustment to par value of common stock

—

(168,415

)

168,415

—

Issuance of common stock under equity incentive plan

128,053

128

136,276

—

136,404

Issuance of common stock under employee stock purchase plan

7,887

11,507

—

11,515

Deferred compensation amortization

—

273,658

—

273,658

Purchase of treasury stock, at costs

—

(351,640

)

—

(351,640

)

Net loss for the period

—

(234,970

)

(234,970

)

Balance at March 31, 2025

30,038,355

30,038

99,992,655

(6,122,232

)

(6,640,905

)

(68,267,626

)

18,991,930

Issuance of common stock under equity incentive plan

176,622

177

160,420

—

160,597

Issuance of common stock under employee stock purchase plan

20,535

29,958

—

29,978

Deferred compensation amortization

—

273,658

—

273,658

Purchase of treasury stock, at costs

—

(356,658

)

—

(356,658

)

Net loss for the period

—

(366,654

)

(366,654

)

Balance at June 30, 2025

30,235,512

30,235

100,183,033

(6,478,890

)

(6,367,247

)

(68,634,280

)

18,732,851

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(UNAUDITED)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Reconciliation from Operating income (loss) to Adjusted EBITDA:

Operating income (loss)

376,913

(396,970

)

602,625

(636,554

)

Depreciation and amortization

286,018

464,599

511,763

960,369

EBITDA

662,931

67,629

1,114,388

323,815

Non-cash stock-based compensation expense, net

482,508

434,255

811,792

844,317

Adjusted EBITDA

1,145,439

501,884

1,926,180

1,168,132

Calculation of Adjusted EBITDA margins:

Revenues

23,678,636

19,960,990

49,144,410

41,970,040

Adjusted EBITDA

1,145,439

501,884

1,926,180

1,168,132

Adjusted EBITDA margins

4.8

2.5

3.9

2.8

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Document, Period End Date

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