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): March 10 18, 2026


USBC, INC.
(Exact name of registrant as specified in its charter)

Nevada

~~001-37479~~

~~90-0273142~~

001-37479

90-0273142

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdictionof incorporation)

(Commission File Number)

(IRS Employer Identification No.)


300 E 2nd Street, 15th Floor, Reno, NV						89501
(Address of principal executive offices)						(Zip Code)


775-239-7673
(Registrant's telephone number, including area code)



(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:


☐			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

USBC

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~USBC,~~Option ~~Inc.~~Repricing (the “Company”) is announcing the initiation of Phase 1 of its multi-phase delivery strategy to bring its USBC tokenized deposit offering to market. This initial phase is being conducted with a limited group of internal users who have elected to participate in an extended employee pilot. The results of this phase will inform the Company's evaluation of timing for when the tokenized deposit offering is expected to be made available to retail customers. The pilot is not a consumer offering, is not being made available to the public, and is intended solely to begin technical readiness testing in a non-production environment. The timing of subsequent phases of the delivery strategy will be subject to the outcome of the results of Phase 1 of the delivery strategy. The ultimate retail product launch timeline remains subject to the full execution of the delivery strategy and receipt of all requisite regulatory, board, and bank partner approvals.

~~Investors~~On ~~and~~March ~~others~~18, ~~should~~2026, ~~note~~in ~~that~~accordance ~~information~~with ~~about~~the terms of the ~~Company~~Amended isand ~~available~~Restated onUSBC, ~~the~~Inc. ~~Company's investor~~2021 ~~relations~~Equity ~~website~~Incentive Plan (~~https://investors.usbc.xyz~~the “Amended and Restated 2021 Plan”), the ~~USBC~~Board ~~ecosystem~~approved ~~site~~the ~~(https://usbc~~repricing of all outstanding stock options totaling 83.~~xyz)~~0 million options, inincluding stock options held by certain of the Company'’s ~~filings~~named ~~with~~executive ~~the U.S.~~officers ~~Securities~~ and ~~Exchange~~directors ~~Commission~~ (the “~~SEC~~Option Repricing”),. ~~press~~The ~~releases,~~Option ~~public~~Repricing ~~conference~~reduced ~~calls,~~the ~~podcasts~~exercise ~~and~~price ~~webcasts.~~of ~~The~~each ~~Company uses~~repriced ~~its~~option ~~investor~~to ~~relations~~$0.37 ~~website,~~per ~~press releases~~share, ~~SEC~~the ~~filings,~~closing ~~and~~price of the ~~social~~Company’s ~~media~~common ~~channels~~stock, ~~listed~~par ~~below~~value as$0.001 ~~part~~per ofshare ~~its~~on ~~recognized channels~~March ~~for~~18, ~~the~~2026. ~~distribution~~The ofBoard ~~material~~approved ~~information.~~the ~~Information~~Option ~~about~~Repricing ~~the~~in ~~Company,~~order ~~its~~to ~~business,~~motivate and ~~its~~retain ~~results~~optionees ofto ~~operations~~devote ~~may also~~their bebest ~~announced~~efforts byto ~~posts~~develop onand advance the ~~following~~Company ~~USBC~~for ~~ecosystem~~the ~~social~~benefit ~~media~~of ~~channels:~~the Company and its stockholders.

•The ~~USBC~~following options held by certain of the Company’s Xnamed ~~feed~~executive ~~(@USBCxyz)~~officers and directors were repriced as part of the Option Repricing:

• USBC’s LinkedIn page (linkedin.com/company/usbcxyz)

Name

Title

Number of Option Shares

Kitty Payne

Chief Financial Officer

3,750,000

Linda Jenkinson

Director, Vice Chair

10,000,000

•Item ~~USBC's~~9.01. ~~Substack~~Financial ~~(https://usbc~~Statements and Exhibits.~~substack.com)~~

~~The~~(d) information posted on these social media channels could be deemed to be material information about the Company. As a result, investors, the media, and others interested in the Company are encouraged to review the information that is posted on these social media channels. These channels may be updated from time to time on the Company’s investor relations website.Exhibits

These corporate websites and social media channels, and the contents thereof, are not incorporated by reference into this Current Report on Form 8-K nor deemed filed with the SEC.


Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Forward-Looking Statements~~SIGNATURES

~~This~~Pursuant ~~Current~~to ~~Report on Form 8-K contains “forward-looking statements” within~~ the ~~meaning~~ requirements of the ~~Private~~ Securities ~~Litigation~~Exchange ~~Reform~~ Act of ~~1995. These statements include~~1934, ~~but are not limited to, statements regarding~~ the ~~testing phase~~registrant ofhas ~~the~~duly ~~delivery~~caused ~~strategy~~this ~~for~~report the Company’s tokenized deposit product offering as well as the expected timing of the future launch of the Company’s retail tokenized deposit product offering. Forward-looking statements are based on current expectations and assumptions that are subject to ~~risks~~be ~~and~~signed uncertainties, which may cause actual results to differ materially from those expressed or implied in such statements. These risks and uncertainties include, but are not limited to, regulatory approvals, market adoption, technological developments, and other risks and uncertainties more fully detailed in the section captioned “Risk Factors” in the Company’s most recent Annual Report on ~~Form~~its ~~10-K~~behalf ~~for~~by the ~~fiscal year ended September 30~~undersigned, ~~2025,~~thereunto ~~Forms~~duly ~~10-Q and 8-K, and other reports filed with the SEC from time to time~~authorized. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, the Company’s actual results may differ materially from those expressed or implied in such statements. Forward-looking statements contained in this announcement are only made as of this date, and the Company undertakes no duty to update such information after the date of this announcement except as required under applicable law.

Item 9.01. Financial Statements and Exhibits.


	USBC, INC.

Date: March 24, 2026	By:	/s/ Kitty Payne
	Name:	Kitty Payne
	Title:	Chief Financial Officer

(d) Exhibits

Exhibit No.		Description
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, thereunto duly authorized.

	USBC, INC.
Date: March 10, 2026	By:	/s/ Kitty Payne
	Name:	Kitty Payne
	Title:	Chief Financial Officer

Filing Compare · USBC, Inc.