{"url_path":"/sec/usbc/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000020-index.html","accession_number":"0001074828-26-000020","cik":"0001074828","ticker":"USBC","issuer_name":"USBC, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1074828/0001074828-26-000020-index.html","primary_entity_key":"0001074828","primary_entity_name":"USBC, Inc."},"word_count":5399,"has_tables":true,"body_markdown":"ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.\n\nThe following sets forth, as of April 27, 2026, certain information regarding each of our current executive officers and directors, as well as the period during which each has served in such capacity.\n\nIdentification of Directors and Executive Officers\n\nThe following table sets forth the name, age, and position of our current directors and executive officers as of the date of this report:\n\nNameAge Director/Executive Officer\n\nRobert Gregory Kidd 67\nChairman and CEO\n\nKitty Payne55\nChief Financial Officer, Secretary, and Treasurer\n\nLinda Jenkinson 64Director, Vice Chair\n\nWilliam A. Owens85Director\n\nJon Pepper74Director\n\nIchiro Takesako66Director\n\nLarry K. Ellingson80Director\n\nExecutive Officers\n\nRobert Gregory Kidd. Mr. Kidd serves as our Chief Executive Officer and Chairman of the Board and provides strategic oversight of our development of tokenized-deposit products, bank-partner program management, and Bitcoin-focused treasury strategy. He is the lead architect of our blockchain banking vision, having spent the better part of a decade developing the building blocks that now make fully compliant, tokenized U.S. dollar deposits possible.\n\nMr. Kidd is the co-founder and Chief Executive Officer of Hard Yaka since 2010 and, since 2024, the majority shareholder in Vast Bank Holdings, a nationally chartered bank. As an investor, Mr. Kidd provided first money at Twitter, Square (Block), Coinbase, Robinhood, and Solana. Other early investments include Ripple, Uphold, and Brave. After working at the consulting firm Booz Allen Hamilton from 1984 to 1990, Mr. Kidd took his first company, Dispatch Management Services (NASDAQ: DMSC), public on the Nasdaq with $250 million in revenue and 3,200 staff globally. He later served in the payments division of the Board of Governors of the Federal Reserve System from 2002 to 2004 and as a senior director at the financial regulatory consulting firm Promontory Financial Group from 2004 to 2010. Mr. Kidd also served as Chief Risk Officer at Ripple from 2013 to 2015. In 2024, Mr. Kidd was a nonpartisan candidate running for Congress in Nevada’s 2nd District. Mr. Kidd graduated with an A.B. from Brown University and earned an MBA from Yale University and an MPA in public policy from Harvard’s Kennedy School.\n\nGiven our strategic pivot, Mr. Kidd’s background in financial services infrastructure, regulated identity, and digital asset markets is central to our go-forward operating model. Mr. Kidd was appointed as a director because of his extensive experience in building, leading and investing in companies, his deep knowledge of the digital assets industry and his role in leading our strategic transformation.\n\n4\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nKitty Payne. Ms. Payne serves as our Chief Financial Officer and has over 30 years of experience leading and serving public and private companies in the financial services industry. Prior to joining us, she served in a number of key executive leadership roles including Chief Financial Officer of First Entertainment Credit Union, a not-for-profit financial institution headquartered in Hollywood, California that supports creators of entertainment, from September 2024 to May 2025, and SVP, Controller and principal accounting officer of the Federal Home Loan Bank of San Francisco, a member-owned government-sponsored cooperative administering affordable housing mission contribution programs and providing low-cost funding to member institutions in California, Nevada and Arizona, from November 2021 to July 2024. She has also served as a Consultant to Hard Yaka Ventures since May 2025 and Chief Financial Officer of Community Bank of the Bay in Oakland, California (OTCBB: CBOBA) from July 2024 to October 2024. From February 2019 to November 2021, Ms. Payne served as Chief Financial Officer of Commercial Bank of California, a privately held commercial bank with dual headquarters in Orange County and Los Angeles, and its wholesale ACH financial technology subsidiary company. Ms. Payne also has extensive experience with public companies, including serving as an executive of Fidelity Bank (Nasdaq: LION) from 2013 to 2018, Capital Bank (Nasdaq: CBF) from 2010 to 2013 and First National Bank of the South (Nasdaq: FNSC) from 1999 through 2010. Ms. Payne is an alumna of the global professional services firm, KPMG, where she spent the first seven years of her professional career from 1992 to 1999. She holds a B.S. in Financial Management from Clemson University and is a Certified Public Accountant in the State of South Carolina.\n\nBoard of Directors\n\nLinda Jenkinson. Ms. Jenkinson serves as Vice Chair of the Board of Directors and brings more than 25 years of global public company governance experience across multiple exchanges, including NASDAQ, NZX and ASX. She has served on boards in the financial services, technology and healthcare sectors and has chaired audit and risk, capital, remuneration and nominating committees. Ms. Jenkinson currently serves as Chair and Chief Executive Officer of Vast Holdings, Inc., the holding company for Vast Bank, N.A., a position she has held since February 2025. She also serves as Global Chair of Straker Limited (ASX: STL), a global AI translation company, since July 2025, and as a director of The Vinyl Group Ltd (ASX: VNL), a digital music platform, since November 2025.\n\nPreviously, Ms. Jenkinson served as Chair (Australia, United States and United Kingdom) of MedAdvisor Solutions Ltd (ASX: MDR), a medication adherence platform, from February 2022 to March 2025. She also served as a director of FleetPartners Group Limited (ASX: FPR), a vehicle leasing and fleet management company, from January 2018 to August 2023, where she chaired the remuneration committee and served on the audit committee. In addition, Ms. Jenkinson served as Chair of Guild Trustee Services and as a director of Guild Group, a diversified financial services organization, from August 2016 to December 2023. She also served as a director of Harbour Asset Management from January 2018 to August 2024 and as a director of Air New Zealand Limited (NZX: AIR), New Zealand’s national carrier, from June 2014 to October 2021.\n\nEarlier in her career, Ms. Jenkinson co-founded Dispatch Management Services Corp. (NASDAQ: DMSC), where she served as Chief Executive Officer, and later founded LesConcierges, a global customer and employee experience company. She previously served as a partner at A.T. Kearney, where she helped build the firm’s global financial services practice.\n\nMs. Jenkinson holds a Bachelor of Business Studies from Massey University, is a Chartered Accountant in New Zealand and Australia, and earned an MBA from the Wharton School of the University of Pennsylvania.\n\nWe believe that Ms. Jenkinson is qualified to serve as a member of the Board because of her expansive governance experience spanning multiple exchanges.\n\nWilliam A. Owens. Admiral Owens has served as an independent director since May 2018. He currently serves as Chairman of Steel Grove Merchant Partners, LLC, an investment firm focused on middle-market opportunities, and as Chairman of Red Bison Technology Group, LLC, a prop-tech and managed services company providing digital infrastructure and edge computing solutions for commercial properties.\n\nAdmiral Owens is a retired four-star U.S. Navy Admiral. He served as Vice Chairman of the Joint Chiefs of Staff, the second-ranking officer in the United States military, where he played a central role in post-Cold War force restructuring and advancing technology integration across the armed services. During his military career, he also served as Commander of the U.S. Sixth Fleet and as Senior Military Assistant to the Secretaries of Defense. A career submariner, he commanded the USS Sam Houston, USS Michigan, and USS City of Corpus Christi. Admiral Owens also held positions as CEO of Nortel, a fortune 100 company, Chairman of AEA Asia, CEO of Teledesic, and Vice Chairman of the NYSE.\n\n5\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nAdmiral Owens is a graduate of the United States Naval Academy and earned degrees from Oxford University and George Washington University.\n\nWe believe that Admiral Owens possesses attributes that qualify him to serve as a member of the Board, including his extensive public company board experience and his financial and corporate governance expertise.\n\nJon Pepper. Mr. Pepper has served as an independent director since April 2006. Mr. Pepper is retired and was previously the founder of Pepcom, Inc., a company that produced press-only technology showcase events in the United States and internationally. He sold his ownership interest in Pepcom and retired from the business in 2018.\n\nEarlier in his career, Mr. Pepper founded DigitalFocus, a newsletter covering digital imaging and emerging personal computer technologies, and worked as a journalist and columnist covering the technology industry. His work has appeared in numerous publications, including The New York Times, Fortune, PC Magazine, Men’s Journal, Working Woman, PC Week, and Popular Science.\n\nMr. Pepper studied at Union College in Schenectady, New York, and the Royal Academy of Fine Arts in Copenhagen. He remains active in nonprofit and private-company activities and in 2017 founded Mulberry Tree Films, a nonprofit organization that supports independent documentary films and creative projects.\n\nWe believe that Mr. Pepper possesses attributes that qualify him to serve as a member of the Board, including his marketing experience with technology companies.\n\nIchiro Takesako. Mr. Takesako has served as an independent director since December 2012. Mr. Takesako currently serves as Chief Executive Officer of At Signal, Inc., a position he has held since founding the company in 2017 following its acquisition of the operations of M2M Technologies, Inc., a Sumitomo-affiliated company.\n\nMr. Takesako previously held senior executive positions with Sumitomo Precision Products Co., Ltd. and its affiliates beginning in 1983. During his tenure, he served in leadership roles including General Manager of Sales and Marketing for the Micro Technology Division, Executive Director and Chief Liaison Officer(overseeing the operation of SPTS) of SPP Process Technology Systems(SPTS), and General Manager of Corporate Strategic Planning. He also served as Chief Executive Officer of M2M Technologies, Inc.\n\nMr. Takesako earned a Bachelor of Social Science degree from Waseda University in Tokyo, Japan.\n\nWe believe that Mr. Takesako possesses attributes that qualify him to serve as a member of the Board, including his experience as an executive officer and his prior leadership positions with Sumitomo.\n\nLarry K. Ellingson. Mr. Ellingson has served as an independent director since November 2023. Mr. Ellingson is retired from Eli Lilly and Company, where he spent more than 30 years in a variety of leadership roles, including positions focused on global diabetes strategy and product planning. During his tenure, he held leadership roles across multiple therapeutic areas, including infectious disease, gastrointestinal, and cardiovascular disease, with a particular emphasis on endocrine conditions, including diabetes and obesity, prior to becoming head of the diabetes unit.\n\nMr. Ellingson took early retirement from Eli Lilly to serve as Chair of the Board of the American Diabetes Association, after having served on its board for several years. He is a co-founder of the Diabetes Leadership Council and remains active as a life member of its Board of Directors.\n\nMr. Ellingson holds a B.S. in Pharmacy from North Dakota State University and an Executive MBA from Babson College.\n\nWe believe that Mr. Ellingson possesses attributes that qualify him to serve as a member of the Board, including his global thought leadership experience and his continued contributions to our corporate governance and oversight.\n\nTerm of Office\n\nOur directors serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. Our executive officers serve at the discretion of the Board.\n\n6\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nArrangements or Understandings Regarding Service\n\nExcept as described below, to our knowledge, there are no arrangements or understandings between any of our directors, executive officers or director nominees and any other person pursuant to which any such person was selected to serve as a director, executive officer or nominee. Mr. Kidd and Ms. Jenkinson were appointed to the Board in connection with the closing of the private placement consummated on August 6, 2025 and pursuant to the purchase agreement entered into with Goldeneye 1995 LLC.\n\nFamily Relationships\n\nThere are no family relationships among any of our executive officers or directors.\n\nInvolvement in Certain Legal Proceedings\n\nWe are not aware of any of our directors or executive officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K.\n\nCorporate Governance\n\nBoard Leadership Structure\n\nThe Board currently combines the roles of Chairman of the Board of Directors and Chief Executive Officer. Our Board does not have a policy as to whether the roles of Chairman of the Board of Directors and Chief Executive Officer should be separate or combined. Periodically, our Nominating and Corporate Governance Committee assesses these roles and the board leadership structure to ensure the interests of USBC and its stockholders are best served.\n\nBoth the Chairman and Chief Executive Officer positions are currently held by Robert Gregory Kidd. Our Board has determined that its current structure, with combined Chairman and Chief Executive Officer roles, is in the best interests of USBC and its stockholders at this time.\n\nA number of factors support the leadership structure chosen by the Board, including, among others:\n\n•The Chief Executive Officer has extensive knowledge of all aspects of our business and its risks, industry and customers. He is also intimately involved in USBC’s day-to-day operations and is best positioned to elevate the most critical business issues for consideration by the Board.\n\n•The Board believes having Mr. Kidd serving in both capacities allows him to more effectively execute USBC’s strategic initiatives and business plans and confront its challenges.\n\n•A combined Chairman and Chief Executive Officer structure provides us with decisive and effective leadership with clearer accountability to our stockholders and customers.\n\n•This structure allows one person to speak for and lead the Company and the Board.\n\nIn our view, splitting the roles would potentially make our management and governance processes less effective through undesirable duplication of work and possibly lead to a blurring of clear lines of accountability and responsibility.\n\nThe Board’s Role in Risk Oversight\n\nOur Board oversees that USBC’s assets are properly safeguarded, that the appropriate financial and other controls are maintained, and that our business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the Board’s oversight of the various risks facing USBC. In this regard, our Board seeks to understand and oversee critical business risks. Our Board does not view risk in isolation.  Risks are considered in virtually every business decision and as part of our business strategy. Our Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for USBC to be competitive on a global basis and to achieve our objectives.\n\n7\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nWhile the Board oversees risk management, USBC management is charged with managing risk. Management communicates routinely with the Board and individual directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.\n\nOur Board administers its risk oversight function as a whole by making risk oversight a matter of collective consideration; however, much of the work is delegated to committees, which meet regularly and report back to the full Board. The audit committee oversees risks related to our financial statements, the financial reporting process, accounting and legal matters; the compensation committee evaluates the risks and rewards associated with our compensation philosophy and programs; and the nominating and corporate governance committee evaluates risks associated with management decisions and strategic direction. The Board believes that this committee-based approach, together with the Company’s current leadership structure, including the combined Chairman of the Board and Chief Executive Officer roles, supports effective risk oversight by promoting coordination between management and the Board and facilitating communication regarding significant risks facing the Company.\n\nAttendance at Annual Meetings of Stockholders\n\nWe expect that all of our directors will attend our Annual Meeting in the absence of a showing of good cause for failure to do so, and all of our Board members who were directors at the time attended our virtual 2025 annual meeting of stockholders.\n\nBoard Meetings and Committees\n\nDuring the fiscal year ended September 30, 2025, our Board met six times and during the Transition Period, our Board met three times. No incumbent director attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board held during the fiscal year ended September 30, 2025 and the Transition Period, as applicable, during the period for which such director served and (ii) the total number of meetings held by all committees of the Board on which such director served during the periods that such director served.\n\nIndependent Directors and Controlled Company Status\n\nNYSE American’s rules generally require that a majority of an issuer’s board of directors consist of independent directors. Our Board currently consists of six (6) directors, four (4) of whom are independent within the meaning of NYSE American rules.\n\nA majority of the voting power of our outstanding common stock is held by Goldeneye 1995 LLC, which is solely owned and managed by Robert Gregory Kidd, our Chairman and Chief Executive Officer. As such, USBC qualifies as a “controlled company” within the meaning of Section 801 of the Company Guide of the NYSE American, LLC (“NYSE American”). Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that (i) a majority of the Board consist of independent directors, (ii) the compensation committee be comprised entirely of independent directors and (iii) the nominating and corporate governance committee be comprised entirely of independent directors.\n\nAlthough our Board currently includes four (4) independent directors, which constitutes a majority of the Board, our nominating and corporate governance committee is not comprised entirely of independent directors. Linda Jenkinson chairs our nominating and corporate governance committee, and she is not independent within the meaning of NYSE American rules. Accordingly, we rely on the controlled company exemption from the requirement that our nominating and corporate governance committee be comprised entirely of independent directors. Until we voluntarily comply with all criteria applicable to non-controlled companies or we cease to be a “controlled company,” our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE American corporate governance requirements. In the event that we cease to be a “controlled company,” we will be required to comply with these provisions within the applicable transition periods.\n\nCommittees of the Board of Directors\n\nOur Board has established an audit committee, a compensation committee and a nominating and corporate governance committee, each with its own charter approved by the Board. Each committee’s charter is available on our website at www.investors.usbc.xyz. In addition, our Board may, from time to time, designate one or more additional committees, which shall have the duties and powers granted by our Board.\n\n8\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nAudit Committee\n\nLarry Ellingson, William A. Owens, Jon Pepper and Ichiro Takesako currently serve on our audit committee, with Mr. Pepper serving as the chairman. Our Board has determined that the directors currently serving on our audit committee are independent within the meaning of the NYSE American rules and Rule 10A-3 under the Exchange Act, and that Mr. Owens qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the NYSE American rules. The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements.\n\nThe audit committee is responsible for, among other things:\n\n•retaining and overseeing our independent accountants;\n\n•assisting the Board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements;\n\n•overseeing the Company’s procedures for the receipt, retention and treatment of concerns and complaints regarding accounting, financial, internal controls, auditing, legal, compliance and regulatory matters, including the confidential and anonymous submission of concerns by employees, service providers and consultants;\n\n•reviewing and approving the plan and scope of the internal and external audits;\n\n•pre-approving any audit and non-audit services provided by our independent auditors;\n\n•approving the fees to be paid to our independent auditors;\n\n•reviewing with our chief executive officer and principal financial officer and independent auditors the adequacy and effectiveness of our internal controls;\n\n•reviewing and overseeing our cybersecurity risk management framework, including controls, incident response plans, and public disclosures;\n\n•reviewing hedging transactions; and\n\n•reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.\n\nThe audit committee is also responsible for preparing a report to be included with our proxy statements.\n\nOur audit committee met four times during the fiscal year ended September 30, 2025 and twice during the Transition Period from October 1, 2025 to December 31, 2025. \n\nCompensation Committee\n\nWilliam A. Owens, Jon Pepper and Ichiro Takesako currently serve on our compensation committee, with Mr. Owens serving as the chairman. Our Board has determined that the directors currently serving on our compensation committee are independent under the NYSE American rules, and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee assists the Board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. \n\nThe compensation committee is responsible for, among other things:\n\n•approving or ratifying all material employment agreements for the Chairperson (if an executive officer), the CEO, and other executives required to be named in our proxy statements;\n\n•making recommendations to the Board regarding the compensation of our independent directors;\n\n•reviewing and overseeing the Company’s clawback policy adopted pursuant to Section 10D of the Securities Exchange Act of 1934 and applicable listing standards;\n\n•annually reviewing and approving: (a) base salary levels; (b) annual incentive opportunity levels; (c) long-term incentive opportunity levels; and (d) severance arrangements and change-in-control provisions;\n\n•making recommendations to the Board regarding equity-based and incentive compensation plans, policies and programs and evaluating whether their design or operation encourages excessive or inappropriate risk-taking; and\n\n•reviewing and assessing annually the compensation committee’s performance and the adequacy of its charter.\n\nOur compensation committee met once during the fiscal year ended September 30, 2025 and did not meet during the Transition Period from October 1, 2025 to December 31, 2025.\n\n9\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nIn discharging its responsibilities, the compensation committee works with our Chief Executive Officer, who assists the compensation committee by providing information on corporate and individual performance, perspectives on performance issues and recommendations on compensation matters. Neither the compensation committee nor management engaged a compensation consultant to determine or recommend the amount or form of executive or director compensation during the Transition Period.\n\nUnder its charter, the compensation committee may delegate any of its responsibilities, together with related decision-making authority, to one or more subcommittees as it deems appropriate in its sole discretion. Typically, our Chief Executive Officer will make recommendations to the compensation committee regarding compensation matters, including adjustments to annual cash compensation and long-term incentive compensation opportunities for our executive officers, including our other Named Executive Officers. At the beginning of each year, our Chief Executive Officer reviews the performance of our executive officers based on such individual’s level of success in accomplishing the business objectives established for him or her for the prior year and his or her overall performance during that year, and then shares these evaluations with, and makes recommendations to, the compensation committee for each element of compensation as described above. The compensation committee reviews and discusses these recommendations and proposals with our Chief Executive Officer.\n\nOur Chief Executive Officer attends meetings of the compensation committee at which executive compensation matters are addressed, but does not participate in the compensation committee’s deliberations involving his own compensation.\n\nNominating and Corporate Governance Committee\n\nLinda Jenkinson, Larry K. Ellingson, Jon Pepper and Ichiro Takesako currently serve on our nominating and corporate governance committee, with Ms. Jenkinson serving as the chair. Our Board has determined that, Ellingson, Pepper and Takesako are independent under NYSE American rules. Because we are a “controlled company,” the nominating and corporate governance committee is not required to be, and is not, comprised entirely of independent directors. The nominating and corporate governance committee assists the Board in selecting individuals qualified to become our directors and in determining the composition of the Board and its committees. \n\nOur nominating and corporate governance committee did not meet during the fiscal year ended September 30, 2025 and the Transition Period from October 1, 2025 to December 31, 2025.\n\nThe nominating and corporate governance committee is responsible for, among other things:\n\n•identifying and evaluating individuals qualified to become members of the Board by reviewing nominees for election to the Board submitted by stockholders and recommending to the Board director nominees for each annual meeting of stockholders and for election to fill any vacancies on the Board;\n\n•advising the Board with respect to Board organization, desired qualifications of Board members, the membership, function, operation, structure and composition of committees (including any committee authority to delegate to subcommittees), and self-evaluation and policies;\n\n•annually evaluating committee structure, recommending committee assignments and committee chairs, and evaluating Board/committee effectiveness;\n\n•advising on matters relating to corporate governance and monitoring developments in the law and practice of corporate governance;\n\n•reviewing and recommending retirement and other tenure policies for directors;\n\n•reviewing and recommending stockholder proposals properly presented for inclusion in the annual proxy statement to the Board; and\n\n•overseeing compliance with our code of ethics.\n\nThe nominating and corporate governance committee’s methods for identifying candidates for election to our Board (other than those proposed by our stockholders, as discussed below) include the solicitation of ideas for possible candidates from a number of sources, including members of our Board, our executives, individuals personally known to the members of our Board, and other research. The nominating and corporate governance committee may also, from time to time, retain one or more third-party search firms to identify suitable candidates.\n\nIn making director recommendations, the nominating and corporate governance committee may consider some or all of the following factors:\n\n10\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\n•the candidate’s judgment, skill, and experience with other organizations of comparable purpose, complexity and size, and subject to similar legal restrictions and oversight;\n\n•the interplay of the candidate’s experience with the experience of other Board members;\n\n•the extent to which the candidate would be a desirable addition to the Board and any committee thereof;\n\n•whether or not the person has any relationships that might impair his or her independence; and\n\n•the candidate’s ability to contribute to the effective management of our company, taking into account the needs of our company and such factors as the individual’s experience, perspective, skills and knowledge of the industry in which we operate.\n\nA stockholder may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice and information provisions contained in our Bylaws. Nominations by stockholders must be made in writing and delivered by hand or received by registered first-class mail, postage prepaid, by our Secretary not less than fourteen (14) days nor more than eighty (80) days prior to the meeting of stockholders called for the election of directors; provided, however, that if less than twenty-one (21) days’ notice of the meeting is given to stockholders, such notice must be received by our Secretary not later than the close of the seventh (7th) day following the day on which notice of the meeting was mailed to stockholders. The stockholder’s notice must contain the information required by our Bylaws, including specified information regarding the stockholder and each nominee, and must be accompanied by a completed and signed questionnaire, in the form provided by the Company, for each nominee.\n\nCode of Ethics\n\nWe have adopted a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. Such code of ethics addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, and reporting of violations of the code, and accountability for adherence to the code. \n\nA copy of our code of ethics is available on our website at investors.usbc.xyz. We are required to disclose any amendment to, or waiver from, a provision of our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions. We intend to use our website as a method of disseminating this disclosure as well as by SEC filings, as permitted or required by applicable SEC rules. Any such disclosure will be posted to our website within four (4) business days following the date of any such amendment to, or waiver from, a provision of our code of ethics. Our corporate governance guidelines are available at investors.usbc.xyz.\n\nCommunication with our Board of Directors\n\nOur stockholders and other interested parties may communicate with our Board by sending written communication in an envelope addressed to “Board of Directors” in care of the Corporate Secretary, 300 E 2nd Street, 15th Floor, Reno, NV 89501.\n\nDelinquent Section 16(a) Reports\n\nOur executive officers, directors and persons who beneficially own more than 10% of our common stock are required under Section 16(a) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Based solely on our review of copies of Section 16(a) reports filed with the SEC and written representations from the reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater-than-10% beneficial owners during the transition period ended December 31, 2025 and the fiscal year ended September 30, 2025 were complied with on a timely basis, except as follows: Peter J. Conley filed one late Form 4 reporting one transaction that occurred on July 31, 2025; Kirk Chapman filed one late Form 4 reporting one transaction that occurred on August 6, 2025; and Linda Jenkinson filed one late Form 4 reporting one transaction that occurred on August 6, 2025.\n\nInsider Trading Policy; Anti-Hedging and Anti-Pledging\n\nWe have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by directors, officers and employees that includes restrictions and limitations on the ability of our directors, officers and other employees to engage in transactions involving the hedging and pledging of USBC stock. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to USBC. A copy of our insider trading policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.\n\n11\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nUnder the policy, hedging or monetization transactions, such as collars, forward sale contracts, equity swaps, puts, calls, forwards and other derivative instruments, which allow an employee to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock, and thus to continue to own USBC stock without the full risks and rewards of ownership, are prohibited. In addition, the policy addresses the practices of holding our stock in a margin account, under which the securities may be sold by the broker without the customer’s consent if the customer fails to meet a margin call, and of pledging our stock as collateral for a loan, in which event the securities may be sold in foreclosure if the borrower defaults on the loan. Securities held in a margin account or pledged as collateral may not exceed 25% of the total number of shares owned by the employee or director.\n\nClawback Policy\n\nWe have adopted a Compensation Recovery Policy (the “Recovery Policy”) in accordance with the applicable SEC rules and NYSE American listing standards. The Recovery Policy provides for the recovery of certain incentive-based compensation received by current or former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. A copy of the Recovery Policy is filed as Exhibit 97.1 to our Annual Report on Form 10-K for the Transition Period from October 1, 2025 to December 31, 2025.\n\n12\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)"}