US Bancorp (USB) executive chair awarded 154,269 performance-based shares

Rhea-AI Filing Summary

US Bancorp Executive Chairman Andrew Cecere reported an equity award tied to long-term performance. On February 11, 2026, he acquired 154,269 shares of US Bancorp common stock at $0.0000 per share through a grant, increasing his directly held stake to 1,514,683 shares.

The acquired shares relate to performance-based restricted stock units that made up 60% of his 2023 long-term incentive award. The number of units earned was set on February 11, 2026 based on company performance from January 1, 2023 to December 31, 2025, and they vest on March 2, 2026. He also reports 15,155 shares held through a 401(k) plan and 341 shares held by a trust.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider CECERE ANDREW

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	154,269	$0.00	--
holding	Common Stock, $0.01 par value	--	--	--
holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 1,514,683 shares (Direct); Common Stock, $0.01 par value — 15,155 shares (Indirect, By 401(k) plan)

Footnotes (1)

1. These performance-based restricted stock units vest on March 2, 2026. These units made up 60% of the grant date fair market value of the reporting person's 2023 long-term incentive compensation award granted on March 2, 2023. The number of units earned and eligible to be settled in shares of common stock was determined on February 11, 2026 based on the company's performance against certain preset performance targets during a three-year performance period of January 1, 2023, to December 31, 2025. Based on a plan report dated February 2, 2026, the most recent plan report available.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CECERE ANDREW

(Last) (First) (Middle)

800 NICOLLET MALL

(Street)

MINNEAPOLIS MN 55402

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
US BANCORP \DE\ [ USB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	02/11/2026		A		154,269(1)	A	$0.0000	1,514,683	D
Common Stock, $0.01 par value								15,155(2)	I	By 401(k) plan
Common Stock, $0.01 par value								341	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These performance-based restricted stock units vest on March 2, 2026. These units made up 60% of the grant date fair market value of the reporting person's 2023 long-term incentive compensation award granted on March 2, 2023. The number of units earned and eligible to be settled in shares of common stock was determined on February 11, 2026 based on the company's performance against certain preset performance targets during a three-year performance period of January 1, 2023, to December 31, 2025.

2. Based on a plan report dated February 2, 2026, the most recent plan report available.

	/s/ James L. Chosy by power of attorney for Andrew Cecere	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Andrew Cecere report for US Bancorp (USB)?

Andrew Cecere reported acquiring 154,269 shares of US Bancorp common stock at $0.0000 per share on February 11, 2026. This was a grant related to performance-based restricted stock units, increasing his directly held shares to 1,514,683 after the transaction.

How were Andrew Cecere’s new US Bancorp (USB) shares determined?

The 154,269 shares came from performance-based restricted stock units earned under a 2023 long-term incentive award. The final number was determined on February 11, 2026, based on company performance from January 1, 2023 to December 31, 2025 against preset targets.

When do Andrew Cecere’s performance-based restricted stock units in US Bancorp (USB) vest?

The performance-based restricted stock units vest on March 2, 2026. These units represented 60% of the grant date fair market value of his 2023 long-term incentive compensation award granted on March 2, 2023, and are settled in shares of common stock.

What is Andrew Cecere’s reported total direct ownership in US Bancorp (USB) after the transaction?

Following the February 11, 2026 transaction, Andrew Cecere reported directly owning 1,514,683 shares of US Bancorp common stock. This figure reflects the addition of 154,269 shares from the performance-based equity grant reported in this Form 4 filing.

Does Andrew Cecere have indirect holdings of US Bancorp (USB) shares?

Yes. In addition to his direct shares, Andrew Cecere reports 15,155 US Bancorp shares held through a 401(k) plan and 341 shares held by a trust. These indirect positions are disclosed separately from his directly owned common stock.

What period did the US Bancorp (USB) performance targets cover for Cecere’s award?

The performance targets for Andrew Cecere’s award covered a three-year period from January 1, 2023 to December 31, 2025. The company’s results over this timeframe determined how many performance-based restricted stock units were earned and eligible to be settled in common shares.