USB Form 4: 140,445 options exercised; 140,445 shares sold

U.S. Bancorp (USB) insider Andrew Cecere reported transactions on 10/20/2025.

Accepted by SEC EDGAR 10/21/2025 - 04:31 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

U.S. Bancorp (USB) insider Andrew Cecere reported transactions on 10/20/2025. He exercised 140,445 employee stock options at $39.49 per share and sold 140,445 common shares at a weighted average price of $46.345, with individual sale prices ranging from $46.33 to $46.36.

Following these transactions, he beneficially owned 1,360,414 shares directly, plus 14,846 shares by 401(k) plan as of September 30, 2025, and 341 shares by trust. His relationship to the issuer is noted as Director and Executive Chairman.

Insider Trade Summary

Exercise and Sale: 140,445 shares ($963K approx. pre-tax spread)

Exercise and Sale 3 txns

Insider CECERE ANDREW

Role Director

Sold 140,445 shs ($6.51M)

Approx. gross sale proceeds $6.51M

Approx. exercise cost $5.55M

Approx. pre-tax spread $963K

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	140,445	$0.00	$0.00
Exercise	Common Stock, $0.01 par value	140,445	$39.49	$5.55M
Sale	Common Stock, $0.01 par value	140,445	$46.345	$6.51M
Holding	Common Stock, $0.01 par value	--	--	--
Holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock, $0.01 par value — 1,360,414 shares (Direct); Common Stock, $0.01 par value — 14,846 shares (Indirect, By 401(k) plan); Common Stock, $0.01 par value — 341 shares (Indirect, By Trust)

Footnotes (3)

1. F1. The price in Column 4 is a weighted average price. The prices actually received ranged from $46.33 to $46.36. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
2. F2. Based on a plan report dated September 30, 2025, the most recent plan report available.
3. F3. The options vested in four equal installments beginning on February 18, 2017.

FAQ

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

What did USB insider Andrew Cecere report on Form 4?

He exercised 140,445 options at $39.49 and sold 140,445 shares at a weighted average of $46.345 on 10/20/2025.

What is Andrew Cecere’s remaining USB share ownership after the transactions?

He held 1,360,414 shares directly, 14,846 by 401(k) plan (as of Sept 30, 2025), and 341 by trust.

What were the sale price details in the USB Form 4?

Sales were at a weighted average price of $46.345, with actual prices ranging from $46.33 to $46.36.

What roles does the reporting person hold at U.S. Bancorp (USB)?

The filing lists Andrew Cecere as a Director and Executive Chairman.

What type of derivative security was exercised?

An Employee Stock Option (Right to Buy) covering 140,445 shares at an exercise price of $39.49.

When did the options initially vest?

They vested in four equal installments beginning on February 18, 2017.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

CECERE ANDREW

(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)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

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	10/20/2025		M		140,445	A	$39.49	1,500,859	D
Common Stock, $0.01 par value	10/20/2025		S		140,445	D	$46.345(1)	1,360,414	D
Common Stock, $0.01 par value								14,846(2)	I	By 401(k) plan
Common Stock, $0.01 par value								341	I	By Trust

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
Employee Stock Option (Right to Buy)	$39.49	10/20/2025		M			140,445	(3)	02/18/2026	Common Stock, $0.01 par value	140,445	$0.0000	0.0000	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $46.33 to $46.36. The reporting person will provide to the issuer, any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

2. Based on a plan report dated September 30, 2025, the most recent plan report available.

3. The options vested in four equal installments beginning on February 18, 2017.

	/s/ James L. Chosy by power of attorney for Andrew Cecere	10/21/2025
	** 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.