US Bancorp director awarded stock units

US Bancorp director Richard P. McKenney acquired additional equity-based compensation tied to the company’s common stock.

Rhea-AI Filing Summary

US Bancorp director Richard P. McKenney acquired additional equity-based compensation tied to the company’s common stock. He received 3,355 restricted stock units that convert into common shares on a one-for-one basis and were fully vested at grant, but are payable in stock only after he ceases serving on the board, unless terminated for cause.

He also acquired 2,560 notional shares through Deferred Compensation Plan Participation at a reference price of $56.63 per share, bringing his deferred compensation balance to 34,342 notional shares, payable in common stock when he leaves the board. Some plan amounts include shares accumulated through dividend reinvestment. These are compensation and deferral entries, not open-market purchases or sales.

Insider Trade Summary

Grant/Award: 5,915 shares

Grant/Award 2 txns

Insider McKenney Richard P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Compensation Plan Participation	2,560	$56.63	$145K
Grant/Award	Restricted Stock Units	3,355	$0.00	$0.00

Holdings After Transaction: Deferred Compensation Plan Participation — 34,342 contracts (Direct); Restricted Stock Units — 3,355 contracts (Direct)

Footnotes (4)

1. F1. Deferred Compensation Plan Participation is payable in common stock when the reporting person ceases to serve on U.S. Bancorp's Board of Directors.
2. F2. Includes amounts acquired pursuant to dividend reinvestment.
3. F3. Restricted stock units convert into common stock on a one-for-one basis.
4. F4. The restricted stock units were fully vested at the time of grant. Units are payable in common stock when the reporting person ceases to serve on the Board of Directors and is not providing services to the Company as an independent contractor, except that all units are forfeited if the holder's service is terminated for cause.

Key Figures

Restricted stock units granted: 3,355 units Deferred compensation units added: 2,560 units Reference price for deferred units: $56.63 per share +3 more

6 metrics

Restricted stock units granted 3,355 units Fully vested RSUs converting one-for-one into common stock

Deferred compensation units added 2,560 units Deferred Compensation Plan Participation on April 23, 2026

Reference price for deferred units $56.63 per share Price used for 2,560 deferred compensation notional shares

Total deferred compensation balance 34,342 units Deferred Compensation Plan Participation after the reported transaction

RSU underlying shares 3,355 shares Underlying US Bancorp common stock for RSU grant

Deferred units underlying shares 2,560 shares Underlying common stock for new deferred compensation units

Key Terms

Restricted Stock Units, Deferred Compensation Plan Participation, dividend reinvestment, one-for-one basis, +1 more

5 terms

Restricted Stock Units financial

"He received 3,355 restricted stock units that convert into common shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Deferred Compensation Plan Participation financial

"He also acquired 2,560 notional shares through Deferred Compensation Plan Participation"

dividend reinvestment financial

"Some plan amounts include shares accumulated through dividend reinvestment"

Dividend reinvestment is when the money earned from a company's profit sharing, called dividends, is automatically used to buy more shares of that company instead of being received as cash. This process helps investors grow their holdings over time without extra effort, much like using earned interest to buy more of a savings account. It encourages long-term investment growth by continuously increasing the amount of shares owned.

one-for-one basis financial

"Restricted stock units convert into common stock on a one-for-one basis"

terminated for cause financial

"All units are forfeited if the holder's service is terminated for cause"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did US Bancorp (USB) director Richard McKenney report on this Form 4?

Richard McKenney reported receiving equity-based compensation linked to US Bancorp common stock. He was granted 3,355 restricted stock units and 2,560 notional shares through Deferred Compensation Plan Participation, both payable in stock when he stops serving on the board, subject to plan terms.

How many restricted stock units did Richard McKenney receive from US Bancorp (USB)?

He received 3,355 restricted stock units tied to US Bancorp common stock. These units are fully vested at grant, convert into common stock on a one-for-one basis, and are payable only when he ceases to serve on the board, unless terminated for cause.

What is the Deferred Compensation Plan Participation reported for US Bancorp (USB)?

McKenney acquired 2,560 notional shares under a Deferred Compensation Plan at a reference price of $56.63 per share. This increased his deferred compensation balance to 34,342 notional shares, which are payable in US Bancorp common stock when he leaves the board.

Are Richard McKenney’s US Bancorp (USB) restricted stock units immediately payable?

No, the restricted stock units are fully vested but payable only in common stock when he ceases serving on the board and is not an independent contractor. All units are forfeited if his service is terminated for cause, reflecting standard incentive and retention conditions.

Does Richard McKenney’s US Bancorp (USB) deferred compensation include dividend reinvestment?

Yes, the filing notes that the Deferred Compensation Plan Participation balance includes amounts acquired through dividend reinvestment. This means notional share balances can grow over time as dividends are credited and reinvested in additional stock-equivalent units under the plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/27/2026 - 04:28 PM EDT 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^*

McKenney Richard P

(Last) (First) (Middle)

C/O U.S. BANCORP

800 NICOLLET MALL

(Street)

MINNEAPOLIS MINNESOTA 55402

(City) (State) (Zip)

UNITED STATES

(Country)

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)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/23/2026

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

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

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

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

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
Deferred Compensation Plan Participation	(1)	04/23/2026		A		2,560		(1)	(1)	Common Stock, $0.01 par value	2,560	$56.63	34,342(2)	D
Restricted Stock Units	(3)	04/23/2026		A		3,355		04/23/2026(4)	(4)	Common Stock, $0.01 par value	3,355	$0.0000	3,355	D

Explanation of Responses:

1. Deferred Compensation Plan Participation is payable in common stock when the reporting person ceases to serve on U.S. Bancorp's Board of Directors.

2. Includes amounts acquired pursuant to dividend reinvestment.

3. Restricted stock units convert into common stock on a one-for-one basis.

4. The restricted stock units were fully vested at the time of grant. Units are payable in common stock when the reporting person ceases to serve on the Board of Directors and is not providing services to the Company as an independent contractor, except that all units are forfeited if the holder's service is terminated for cause.

	/s/ James L. Chosy by power of attorney for Richard P. McKenney	04/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)