U.S. Bancorp (USB) launches Series EE senior and Series FF subordinated note program

Rhea-AI Filing Summary

U.S. Bancorp filed an 8-K reporting that on March 9, 2026 it established a new medium-term note program. Under this program, the company may issue Medium-Term Notes, Series EE (Senior) and Series FF (Subordinated), collectively referred to as the Notes.

The Series EE Notes are issued under the company’s existing 1991 senior indenture with Citibank, N.A., as amended and supplemented by an Officers’ Certificate and Company Order dated March 9, 2026. The Series FF Notes are issued under the same 1991 indenture as amended by 1993 and 2017 supplements, also with terms set by a March 9, 2026 Officers’ Certificate and Company Order.

The Notes are registered under the Securities Act of 1933 using a shelf registration statement on Form S‑3 (File No. 333-294133). The filing also lists related exhibits, including a distribution agreement with U.S. Bancorp Investments, Inc. and other agents, the forms of the global notes, and a legal opinion and consent from Willkie Farr & Gallagher LLP.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 9, 2026

(Date of earliest event reported)

U.S. BANCORP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-6880		41-0255900
(Commission File Number)		(IRS Employer Identification No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

(651) 466-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, $.01 par value per share		USB		New York Stock Exchange
Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)		USB PrA		New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)		USB PrH		New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)		USB PrP		New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)		USB PrQ		New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)		USB PrR		New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00)		USB PrS		New York Stock Exchange
Floating Rate Notes, Series CC (Senior), due May 21, 2028		USB/28		New York Stock Exchange
4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032		USB/32		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section l3(a) of the Exchange Act.

Item 8.01. Other Events.

On March 9, 2026, U.S. Bancorp (the “Company”) established a medium-term note program pursuant to which the Company may issue from time to time its Medium-Term Notes, Series EE (Senior) (the “Series EE Notes”), and Medium-Term Notes, Series FF (Subordinated) (the “Series FF Notes” and, together with the Series EE Notes, the “Notes”).

The Series EE Notes are issuable under that certain Indenture, dated as of October 1, 1991, as amended by that certain First Supplemental Indenture, dated as of April 21, 2017, between the Company and Citibank, N.A., as trustee, as supplemented by the Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Series EE Notes.

The Series FF Notes are issuable under that certain Indenture, dated as of October 1, 1991, as amended by that certain First Supplemental Indenture, dated as of April 1, 1993, and that certain Second Supplemental Indenture, dated as of April 21, 2017, between the Company and Citibank, N.A., as trustee, as supplemented by the Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Series FF Notes.

The offering of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-294133), filed with the Securities and Exchange Commission on March 9, 2026.

Item 9.01. Financial Statements and Exhibits.

(d)		Exhibits.
1.1		Distribution Agreement, dated as of March 9, 2026, among the Company and U.S. Bancorp Investments, Inc. and the other Agents named on Schedule A thereto.
4.1		Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Medium-Term Notes, Series EE (Senior) (excluding exhibits thereto).
4.2		Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Medium-Term Notes, Series FF (Subordinated) (excluding exhibits thereto).
4.3		Specimen Notes:
		(a) Form of Master Global Note, Series EE (Senior).
		(b) Form of Master Global Note, Series FF (Subordinated).
5.1		Opinion of Willkie Farr & Gallagher LLP.
23.1		Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				U.S. BANCORP
Date: March 9, 2026
				By:		/s/ James L. Chosy
						Name: James L. Chosy
						Title:  Senior Executive Vice President and General Counsel

FAQ

What did U.S. Bancorp (USB) announce in this 8-K filing?

U.S. Bancorp reported that it established a new medium-term note program on March 9, 2026. The program allows issuance of Medium-Term Notes, Series EE (Senior) and Series FF (Subordinated), with terms set under existing indentures with Citibank, N.A. as trustee.

What are U.S. Bancorp’s Medium-Term Notes, Series EE and Series FF?

The Medium-Term Notes are debt securities U.S. Bancorp may issue under a program created March 9, 2026. Series EE are senior notes issued under a 1991 indenture, while Series FF are subordinated notes under the same indenture as further amended in 1993 and 2017.

Under which registration statement are U.S. Bancorp’s new notes registered?

The Medium-Term Notes, Series EE and Series FF, are registered under the Securities Act of 1933 using a shelf registration statement on Form S-3, File No. 333-294133, filed with the Securities and Exchange Commission on March 9, 2026 to permit future issuances.

Who is the trustee for U.S. Bancorp’s new medium-term note program?

Citibank, N.A. serves as trustee under the 1991 indenture governing the new notes. That base indenture, along with supplemental indentures and Officers’ Certificates dated March 9, 2026, establishes the form and certain terms of the Series EE senior and Series FF subordinated notes.

What key agreements and documents are filed as exhibits in this U.S. Bancorp 8-K?

Exhibits include a Distribution Agreement with U.S. Bancorp Investments, Inc. and other agents, Officers’ Certificates and Company Orders setting terms for Series EE and FF notes, specimen master global notes, and a legal opinion and related consent from Willkie Farr & Gallagher LLP regarding the securities.

What is the role of Willkie Farr & Gallagher LLP in this U.S. Bancorp filing?

Willkie Farr & Gallagher LLP provided a legal opinion on the new medium-term notes, filed as Exhibit 5.1. Its consent to the use of that opinion is included as Exhibit 23.1, supporting the registered offering under the Form S-3 shelf registration statement.

Filing Exhibits & Attachments

9 documents

Other Documents

• EX-1.1 EX-1.1 230.3 KB
• EX-4.1 EX-4.1 51.3 KB
• EX-4.2 EX-4.2 48.5 KB
• EX-4.3 EX-4.3 148.3 KB
• EX-5.1 EX-5.1 20.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 15.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 27.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 16.5 KB