US BANCORP \DE\ --12-31 0000036104 false 0000036104 2026-10-29 2026-10-29 0000036104 us-gaap:CommonStockMember 2026-10-29 2026-10-29 0000036104 us-gaap:SeriesAPreferredStockMember 2026-10-29 2026-10-29 0000036104 us-gaap:SeriesBPreferredStockMember 2026-10-29 2026-10-29 0000036104 usb:SeriesKPreferredStockMember 2026-10-29 2026-10-29 0000036104 usb:SeriesLPreferredStockMember 2026-10-29 2026-10-29 0000036104 usb:SeriesMPreferredStockMember 2026-10-29 2026-10-29 0000036104 usb:SeriesOPreferredStockMember 2026-10-29 2026-10-29 0000036104 usb:SeriesCCSeniorFloatingMember 2026-10-29 2026-10-29 0000036104 usb:SeriesCCSeniorFixedToFloatingMember 2026-10-29 2026-10-29
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 (Date of earliest event reported): October 29, 2026
U.S. BANCORP
(Exact name of registrant as specified in its charter)
1-6880
(Commission File Number)
|
|
|
| Delaware |
|
41-0255900 |
(State or other jurisdiction
of incorporation) |
|
(I.R.S. Employer
Identification Number) |
200 S. Sixth St.
Minneapolis, Minnesota 55402
(Address of principal executive offices and 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 12b-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 13(a) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 29, 2026, U.S. Bancorp, a Delaware corporation (the “Company”), filed a Certificate of Designations (the “Certificate of Designations”) for the purpose of amending its Restated Certificate of Incorporation to establish the designations, preferences, limitations and relative rights of its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). A copy of the Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On October 30, 2026, the Company closed the sale of 1,000,000 depositary shares (the “Depositary Shares”), with each Depositary Share representing ownership of 1/25th of a share of the Company’s Preferred Stock, which were registered pursuant to a registration statement on Form S-3 (SEC File No. 333-294133), which became automatically effective upon filing on March 9, 2026 (the “Registration Statement”). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement, dated October 21, 2026, by and among the Company and U.S. Bancorp Investments, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto, which incorporates by reference the U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (October 21, 2026); (ii) the Certificate of Designations; (iii) form of certificate representing the Company’s Preferred Stock; (iv) Deposit Agreement, dated as of October 30, 2026, by and among the Company, U.S. Bank Trust Company, National Association and the holders from time to time of the depositary receipts described therein; (v) form of depositary receipt representing the Depositary Shares; and (vi) validity opinion with respect to the Depositary Shares and the Company’s Preferred Stock.
Item 9.01. Financial Statements and Exhibits.
|
|
|
| 1.1 |
|
Underwriting Agreement, dated October 21, 2026, by and among the Company and U.S. Bancorp Investments, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. |
|
|
| 1.2 |
|
U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (October 21, 2026). |
|
|
| 4.1 |
|
Certificate of Designations of U.S. Bancorp with respect to Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, dated October 29, 2026. |
|
|
| 4.2 |
|
Form of certificate representing the Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. |
|
|
| 4.3 |
|
Deposit Agreement, dated as of October 30, 2026, by and among the Company, U.S. Bank Trust Company, National Association and the holders from time to time of the depositary receipts described therein. |
|
|
| 4.4 |
|
Form of depositary receipt (included as part of Exhibit 4.3). |
|
|
| 5.1 |
|
Validity opinion of Willkie Farr & Gallagher LLP. |
|
|
| 23.1 |
|
Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit 5.1). |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
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.
Date: October 30, 2026
|
|
|
| U.S. Bancorp |
|
|
| By: |
|
/s/ James L. Chosy |
| Name: James L. Chosy |
| Title: Senior Executive Vice President and General Counsel |
3
