USBC, Inc. 8-K

What Happened
USBC, Inc. announced the departure of Chief Operating Officer Kirk Chapman. The company and Mr. Chapman mutually agreed that he would depart effective December 15, 2025; the parties executed a separation agreement on January 6, 2026. The agreement provides severance equal to Mr. Chapman’s $320,000 annual base salary, payable in regular payroll installments until the earlier of December 31, 2026 or the date he begins other employment or service. The filing also states that all of Mr. Chapman’s unvested option awards as of December 31, 2025 (identified as his last day of employment for that purpose) will be forfeited.

Key Details

• Separation agreement dated January 6, 2026.
• Severance: $320,000 per year (Mr. Chapman’s base salary), paid in substantially equal installments until earliest of (i) Dec 31, 2026 or (ii) commencement of "Other Employment or Service."
• All unvested stock options as of Dec 31, 2025 will be forfeited.
• Company waived the post‑employment non‑competition obligation in Section 5(d) of his employment agreement; other provisions of the August 6, 2025 employment agreement generally remain in effect.
• Agreement includes a general release of claims plus customary non‑disparagement and confidentiality covenants. Mr. Chapman joined USBC in August 2025.

Why It Matters
This 8‑K reports an executive change and related compensatory arrangements that affect corporate governance and near‑term cash obligations. The severance arrangement creates a known cash outflow tied to Mr. Chapman’s base salary through 2026 unless he returns to work elsewhere sooner. Forfeiture of unvested options reduces potential future equity dilution tied to this executive. The waiver of the post‑employment non‑compete means Mr. Chapman may be freer to join other companies, while the release and confidentiality terms limit potential claims against USBC. Investors should note the short tenure (joined August 2025) and the company’s disclosure of these contractual outcomes when assessing management stability and compensation-related expenses.