Usio (USIO) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for June 10, 2026, at the company’s San Antonio offices, with online participation available for registered stockholders.

• Stockholders will vote on the election of two Class III directors, an advisory say-on-pay vote, and ratification of the independent auditor.

• Proxy materials are distributed primarily via internet notice, with printed copies available upon request.

• As of April 13, 2026, there were 27,621,564 shares of common stock outstanding, with each share entitled to one vote.

Voting matters and shareholder proposals

• Proposal 1: Election of Ernesto R. Beyer and Bradley Rollins as Class III directors for terms expiring in 2029.

• Proposal 2: Advisory vote to approve executive compensation for the year ended December 31, 2025.

• Proposal 3: Ratification of Withum Smith + Brown, PC as independent registered public accounting firm for 2026.

• Board recommends voting FOR all proposals; no other shareholder proposals are on the agenda.

Board of directors and corporate governance

• The board consists of five directors divided into three staggered classes, with a majority being independent.

• Committees include Audit, Compensation, and Nominations and Corporate Governance, each with independent chairs.

• Directors bring expertise in management, finance, banking, international trade, and technology.

• Annual board and committee self-evaluations are conducted to assess effectiveness.