Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated 2021 Plan

On September 29, 2025, USBC, Inc. (the "Company") held an Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders approved, among other things, the Amended and Restated USBC, Inc. 2021 Equity Incentive Plan (the "Amended and Restated 2021 Plan"). The 2021 Amended and Restated Plan (i) increased the number of shares of Common Stock authorized for issuance under the 2021 Plan by 65,000,000 shares; (ii) provided flexibility to the Board and/or compensation committee to expressly permit repricings and other exchanges of awards under the 2021 Amended and Restated Plan for the purpose of, among other things, maintaining the incentive and retention value of eligible awards; and (iii) amended the evergreen provision that automatically increases the number of shares authorized for issuance under the 2021 Amended and Restated Plan to 15,000,000 shares.

The description of the Amended and Restated 2021 Plan is qualified in its entirety by reference to the full text of the Amended and Restated 2021 Equity Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 29, 2025, the Company held an Annual Meeting to vote and consider the proposals described below.

As of August 18, 2025, the record date for determination of stockholders entitled to vote at the Annual Meeting, there were outstanding 384,234,130 shares of Common Stock, all of which were entitled to vote with respect to all matters to be acted upon at the Annual Meeting. Each stockholder of record was entitled to one vote for each share of our common stock held by such stockholder.

At the Annual Meeting, 368,214,275 shares of Common Stock were represented and voted, in person or by proxy, or 95.83% of the outstanding Common Stock, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding Common Stock needed for a quorum at the Annual Meeting.

The following proposals, each of which are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 26, 2025, received the votes listed below. Each proposal was approved.

Proposal No. 1 - To elect eight (8) nominees to serve on the Board until the 2026 Annual Meeting of Stockholders. The Company's stockholders elected eight (8) nominees to serve on the Board. The final voting results are as follows:

Proposal No. 2 - To ratify the appointment of BPM, LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2025. The final voting results are as follows:

Proposal No. 3 - To approve the Amended and Restated 2021 Plan which (i) would increase the number of shares of Common Stock authorized for issuance under the Amended and Restated 2021 Plan by 65,000,000 shares; (ii) provide flexibility to the Board and/or compensation committee to expressly permit repricings and other exchanges of awards under the Amended and Restated 2021 Plan for the purpose of, among other things, maintaining the incentive and retention value of eligible awards; and (iii) amend the evergreen provision that automatically increases the number of shares authorized for issuance under the Amended and Restated 2021 Plan to 15,000,000 shares. The Company's stockholders approved the Amended and Restated 2021 Plan. The final voting results are as follows: