{"url_path":"/sec/usbc/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.","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":722,"has_tables":true,"body_markdown":"ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.\n\nSecurity Ownership of Certain Beneficial Owners and Management\n\nThe following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 22, 2026, to the extent known by us or ascertainable from public filings, for (i) each of our named executive officers and directors; (ii) all of our named executive officers and directors as a group; and (iii) each other stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o USBC, Inc., 300 E 2nd Street, 15th Floor, Reno, NV 89501. \n\nShares Beneficially Owned (1) (2)\n\nName of Beneficial OwnerAmountPercentage\n\nDirectors and Officers\n\nRobert Gregory Kidd (3)357,815,00092.2%\n\nKitty Payne—*\n\nLinda Jenkinson—*\n\nWilliam A. Owens (4)49,192*\n\nJon Pepper (5)38,350*\n\nIchiro Takesako (6)29,375*\n\nLarry K. Ellingson (7)25,404*\n\nAll executive officers and directors (7 persons)357,957,32192.2%\n\nGreater Than 5% Ownership\n\nGoldeneye 1995 LLC (8)357,815,00092.2%\n\n* Less than 1%\n\n(1)Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of April 22, 2026 are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person.\n\n(2)Based on 388,144,429 shares of common stock issued and outstanding as of April 22, 2026.\n\n(3)Consists of 357,815,000 shares of our common stock acquired by Goldeneye 1995 LLC on August 6, 2025. Goldeneye 1995 LLC is solely owned and managed by Mr. Kidd, our Chairman and CEO since August 6, 2025.\n\n(4)Consists of (i) 48,692 shares of our common stock held directly by Mr. Owens and (ii) 500 shares of our common stock issuable upon the exercise of warrants exercisable within 60 days of April 22, 2026.\n\n(5)Consists of (i) 37,850 shares of our common stock held directly by Mr. Pepper and (ii) 500 shares of our common stock issuable upon the exercise of warrants exercisable within 60 days of April 22, 2026.\n\n(6)Consists of (i) 28,875 shares of our common stock held directly by Mr. Takesako and (ii) 500 shares of our common stock issuable upon the exercise of warrants exercisable within 60 days of April 22, 2026.\n\n(7)Consists of 25,404 shares of our common stock held directly by Mr. Ellingson.\n\n(8)Consists of 357,815,000 shares of our common stock acquired on August 6, 2025. The address of Goldeneye 1995 LLC is 26 State Route 28 #1186, Crystal Bay, NV 89402. Goldeneye 1995 LLC is solely owned and managed by Robert Gregory Kidd, our Chairman and CEO since August 6, 2025.\n\n21\n\n[T](#i0abf1386159c406db09e02be74e4b6b3_7)[able of Contents](#i0abf1386159c406db09e02be74e4b6b3_7)\n\nSecurities Authorized for Issuance Under Equity Compensation Plans\n\nThe following table sets forth certain information regarding securities authorized for issuance under our equity compensation plans as of December 31, 2025.\n\nPlan CategoryNumber of securities\nto be issued upon\nexercise of outstanding\noptions, warrants and rightsWeighted-average\nexercise price of\noutstanding options,\nwarrants and rightsNumber of securities\nremaining available\nfor future issuance\nunder equity compensation\nplan\n\nEquity compensation plan approved by stockholders\n96,150,750$1.08 19,149,250\n\nEquity compensation plans not approved by stockholders\n\nTotal96,150,750$1.08 19,149,250\n\nOn March 18, 2026, under the Evergreen Provision of the 2021 Equity Incentive Plan, the Board ratified the automatic increase to the Plan’s share reserve of 15,000,000 shares, effective January 1, 2026, resulting in a total of 130,366,253 shares available under the Plan.\n\nOn March 18, 2026, we repriced 82,000,000 stock options outstanding as of the repricing date to an exercise price of $0.37 per share, with no changes to the vesting schedules or timing of those awards. The expiration date was extended to ten years from the repricing date."}