Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02(b) Chief Financial Officer Transition On August 21, 2026, Kitty Payne notified USBC, Inc. (the "Company") of her intention to transition from the position of Chief Financial Officer of the Company to the position of Chief Financial Officer of Vast Bank, N.A., a wholly-owned subsidiary of Vast Holdings, Inc., an affiliated entity that is also majority-owned by the Company’s Chairman and C…
Filed Aug 24, 2026Accepted Aug 24, 2026, 9:02 AM EDTCIK 1074828Accession 0001074828-26-000069
We are a publicly traded financial technology company focused on the development of the USBC tokenized deposit offering, a U.S. dollar-denominated tokenized deposit that operates on blockchain technology and incorporates digital identity. The USBC tokenized deposit offering combines the regulatory protections of traditional bank deposits with the efficiency and programmability of blockchain-based payments. Upon commercial launch, USBC will operate a U.S. dollar-denominated tokenized deposit network (the "USBC Network") that combines the efficiency, programmability, and accessibility of modern distributed ledger technology with the strength, safety and consumer protections of the traditional U.S. banking system. Each USBC tokenized deposit on the USBC Network is an on-chain representation of a U.S. dollar deposit held at an issuing bank, initially Vast Bank, N.A., a national bank chartered by the Office of the Comptroller of the Currency, headquartered in Tulsa, Oklahoma. We continue to advance subsequent phases of the product delivery strategy in preparation for a future public launch. While the timing and total cost of each phase is uncertain at this point in the strategy, we have identified key activities, cost drivers, and operational milestones associated with each phase. See "Tokenized Deposit Program" below.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02(b) Chief Financial Officer Transition
On August 21, 2026, Kitty Payne notified USBC, Inc. (the "Company") of her intention to transition from the position of Chief Financial Officer of the Company to the position of Chief Financial Officer of Vast Bank, N.A., a wholly-owned subsidiary of Vast Holdings, Inc., an affiliated entity that is also majority-owned by the Company’s Chairman and CEO, Robert Gregory Kidd.
Ms. Payne notified the Company that she will begin serving as Chief Financial Officer of Vast Bank, a national bank chartered by the Office of the Comptroller of the Currency and headquartered in Tulsa, Oklahoma, effective August 31, 2026.
Ms. Payne’s transition to the role of Chief Financial Officer of Vast Bank reflects the continued advancement of the Company's tokenized deposit initiative, and will allow her to bring her experience to support Vast Bank as the initial issuing bank of the initiative. Her decision is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
The Company has identified Ms. Payne's successor and expects to announce the appointment separately.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such statements, more fully detailed in the section captioned “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the transition period ended December 31, 2025, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, Current Reports on Form 8-K, and other reports filed with the SEC from time to time. 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 Current Report are only made as of this date, and the Company undertakes no duty to update such information after the date of this Current Report except as required under applicable law.