US Bancorp (NYSE: USB) SEVP awarded 34,526 performance-based shares

Rhea-AI Filing Summary

US Bancorp executive Souheil Badran reported an equity award. On February 11, 2026, he acquired 34,526 shares of US Bancorp common stock at $0.0000 per share through a grant classified as a performance-based restricted stock unit award. Following this transaction, he directly owns 105,395 shares. The units vest on March 2, 2026, with the earned amount determined by company performance over the January 1, 2023 to December 31, 2025 period and include shares acquired through dividend reinvestment.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Badran Souheil

Role SEVP, Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	34,526	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 105,395 shares (Direct)

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. Includes amount acquired pursuant to dividend reinvestment.

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^*

Badran Souheil

(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)
	SEVP, Chief Operations Officer

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		34,526(1)	A	$0.0000	105,395(2)	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.

2. Includes amount acquired pursuant to dividend reinvestment.

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

Souheil Badran reported acquiring 34,526 shares of US Bancorp common stock at $0.0000 per share. The acquisition reflects settlement of performance-based restricted stock units tied to long-term incentive compensation, rather than an open-market purchase, and is recorded as a grant, award, or other acquisition.

How many US Bancorp (USB) shares does Souheil Badran own after this Form 4?

After the reported transaction, Souheil Badran beneficially owns 105,395 shares of US Bancorp common stock. This total reflects his direct holdings and includes shares added through dividend reinvestment, as described in the filing’s explanatory footnotes accompanying the performance-based restricted stock unit award.

What are the terms of Souheil Badran’s performance-based restricted stock units at US Bancorp (USB)?

The performance-based restricted stock units vest on March 2, 2026. They represented 60% of the grant date fair market value of his 2023 long-term incentive award, granted March 2, 2023, and are earned based on company performance against preset targets over a defined three-year period.

Over what period were US Bancorp (USB) performance targets measured for Badran’s award?

Performance for determining the number of units earned was measured from January 1, 2023 to December 31, 2025. On February 11, 2026, the company determined the final number of performance-based restricted stock units eligible to be settled in shares of common stock under this long-term incentive award.

When will Souheil Badran’s US Bancorp (USB) performance-based RSUs vest?

The performance-based restricted stock units 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 units earned, aligning with the structure of his 2023 long-term incentive compensation grant.

Does the US Bancorp (USB) Form 4 mention dividend reinvestment for Badran’s holdings?

Yes. One footnote states that the reported total includes an amount acquired pursuant to dividend reinvestment. This means some of the shares reflected in Souheil Badran’s beneficial ownership came from dividends automatically reinvested into additional US Bancorp common stock.