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US Bancorp (NYSE: USB) director awarded 3,355 RSUs and defers more shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider McKenney Richard P
Role null
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 --
Holdings After Transaction: Deferred Compensation Plan Participation — 34,342 shares (Direct, null); Restricted Stock Units — 3,355 shares (Direct, null)
Footnotes (1)
  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. Includes amounts acquired pursuant to dividend reinvestment. Restricted stock units convert into common stock on a one-for-one basis. 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.
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
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"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Compensation Plan Participation(1)04/23/2026A2,560 (1) (1)Common Stock, $0.01 par value2,560$56.6334,342(2)D
Restricted Stock Units(3)04/23/2026A3,35504/23/2026(4) (4)Common Stock, $0.01 par value3,355$0.00003,355D
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. McKenney04/27/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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.