USBC (USBC) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on September 29, 2025, with all voting conducted online or by proxy.

• A $125M capital investment was secured on August 6, 2025, supporting growth and the launch of a blockchain-based deposit token.

• Key proposals include electing eight directors, ratifying the auditor, and amending the equity incentive plan.

• Goldeneye 1995 LLC, managed by the Chairman/CEO, holds a controlling 93.1% of voting power.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, ratifying BPM LLP as auditor, and amending the 2021 Equity Incentive Plan to increase authorized shares and allow repricing.

• The Board recommends voting FOR all proposals.

• Shareholders of record as of August 18, 2025, are eligible to vote.

• Proposals 1 and 3 are non-routine; brokers cannot vote uninstructed shares on these.

Board of directors and corporate governance

• The Board consists of eight directors, with four classified as independent under NYSE rules.

• The Chairman and CEO roles are combined; the Board believes this structure provides effective leadership.

• USBC qualifies as a "controlled company" and is exempt from certain NYSE governance requirements.

• Committees include audit, compensation, and nominating/governance, each with defined charters.

• All directors attended at least 75% of meetings in the last fiscal year.