US Bancorp (NYSE: USB) GC gains 32,323 performance-based shares

Rhea-AI Filing Summary

US Bancorp Senior EVP and General Counsel James L. Chosy acquired 32,323 shares of common stock on a grant or award basis at a price of $0.0000 per share. Following this award, he directly beneficially owns 254,198 US Bancorp common shares.

The award reflects performance-based restricted stock units from his 2023 long-term incentive plan. These units, which represented 60% of the grant date fair market value of that 2023 award, cover a three-year performance period from January 1, 2023 to December 31, 2025. The number of units earned, and eligible to be settled in shares, was determined on February 11, 2026 based on preset performance targets and is scheduled to vest on March 2, 2026.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CHOSY JAMES L

Role Senior EVP and General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	32,323	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 254,198 shares (Direct)

Footnotes (1)

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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^*

CHOSY JAMES 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)
	Senior EVP and General Counsel

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		32,323(1)	A	$0.0000	254,198	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	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 James L. Chosy?

US Bancorp reported that Senior EVP and General Counsel James L. Chosy acquired 32,323 shares of common stock via a grant or award. The transaction was recorded at a price of $0.0000 per share, reflecting settlement of previously granted performance-based restricted stock units.

How many US Bancorp (USB) shares does James L. Chosy own after this Form 4 transaction?

After this transaction, James L. Chosy directly beneficially owns 254,198 shares of US Bancorp common stock. This total includes the 32,323 shares acquired through the performance-based restricted stock unit award reported as of February 11, 2026.

What is the nature of the 32,323-share award reported by US Bancorp (USB)?

The 32,323-share award represents performance-based restricted stock units that are being settled in US Bancorp common stock. These units were tied to preset performance targets over a three-year period ending December 31, 2025 and are scheduled to vest on March 2, 2026.

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

The performance-based restricted stock units were tied to company performance from January 1, 2023 to December 31, 2025. The number of units earned and eligible to be settled in common shares was determined on February 11, 2026 based on preset performance targets for that three-year period.

What portion of James L. Chosy’s 2023 long-term incentive at US Bancorp (USB) was performance-based?

The performance-based restricted stock units reported in this filing made up 60% of the grant date fair market value of James L. Chosy’s 2023 long-term incentive compensation award. That award was originally granted on March 2, 2023 and is now partially settling in common shares.

When do the reported US Bancorp (USB) performance-based restricted stock units vest?

The performance-based restricted stock units underlying this acquisition are scheduled to vest on March 2, 2026. Vesting follows assessment of US Bancorp’s performance over the three-year period ending December 31, 2025, with the earned units being settled in shares of common stock.