US Bancorp (NYSE: USB) vice chair earns 41,138 performance-based shares

Rhea-AI Filing Summary

US Bancorp Vice Chair Jodi L. Richard reported acquiring 41,138 shares of US Bancorp common stock on February 11, 2026 at a price of $0.0000 per share, bringing her directly held stake to 247,790 shares.

The shares reflect performance-based restricted stock units from a 2023 long-term incentive award. These units represented 60% of the grant date fair market value of her 2023 long-term incentive compensation, granted on March 2, 2023. The number of units earned was determined on February 11, 2026 based on company performance against preset targets over a three-year period from January 1, 2023 to December 31, 2025, and are scheduled to vest on March 2, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Richard Jodi L

Role Vice Chair

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	41,138	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 247,790 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/12/2026 - 04:47 PM Learn about SEC filing dates

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^*

Richard Jodi L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Chair

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		41,138(1)	A	$0.0000	247,790	D

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.

	/s/ James L. Chosy by power of attorney for Jodi L. Richard	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 US Bancorp (USB) report for Jodi L. Richard?

US Bancorp Vice Chair Jodi L. Richard reported acquiring 41,138 shares of common stock on February 11, 2026 at a price of $0.0000 per share. The transaction reflects settlement of earned performance-based restricted stock units from a prior long-term incentive award.

How many US Bancorp (USB) shares does Jodi L. Richard own after this Form 4?

After the reported transaction, Jodi L. Richard beneficially owns 247,790 shares of US Bancorp common stock directly. This total includes the 41,138 shares acquired on February 11, 2026, which were earned under a performance-based restricted stock unit award tied to 2023 compensation.

What is the nature of the 41,138 US Bancorp (USB) shares granted to Jodi L. Richard?

The 41,138 shares arise from performance-based restricted stock units granted on March 2, 2023 as part of Jodi L. Richard’s 2023 long-term incentive compensation. These units represented 60% of the grant date fair market value of that award and were earned based on preset performance targets.

Over what period were US Bancorp (USB) performance targets measured for Jodi L. Richard’s RSUs?

Performance for Jodi L. Richard’s restricted stock units was measured over a three-year period from January 1, 2023 to December 31, 2025. The number of units earned, and therefore shares eligible to be settled, was determined on February 11, 2026 based on preset company performance targets.

When do Jodi L. Richard’s performance-based restricted stock units in US Bancorp (USB) vest?

The performance-based restricted stock units underlying the 41,138 shares are scheduled to vest on March 2, 2026. Vesting follows the completion of the three-year performance period and the February 11, 2026 determination of earned units based on US Bancorp’s preset performance targets.

How significant were performance-based units in Jodi L. Richard’s 2023 US Bancorp (USB) incentive award?

Performance-based restricted stock units comprised 60% of the grant date fair market value of Jodi L. Richard’s 2023 long-term incentive compensation award, granted on March 2, 2023. The ultimately earned portion became eligible to settle in shares of common stock after performance was assessed in early 2026.