US Bancorp (NYSE: USB) COO covers tax obligations with stock

Rhea-AI Filing Summary

US Bancorp senior executive Souheil Badran, SEVP and Chief Operations Officer, reported several automatic share dispositions related to tax withholding. On February 27, 2026, he disposed of 2,326 common shares at $57.26 per share. On February 28 and March 2, 2026, he disposed of 3,678 and 17,884 shares, respectively, each at $54.66 per share. All transactions were coded as tax-withholding dispositions rather than open-market trades. Following the March 2 transaction, he directly owned 81,507 US Bancorp common shares, which the filing notes include amounts acquired through dividend reinvestment.

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

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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)
02/27/2026

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	02/27/2026		F		2,326	D	$57.26	103,069(1)	D
Common Stock, $0.01 par value	02/28/2026		F		3,678	D	$54.66	99,391(1)	D
Common Stock, $0.01 par value	03/02/2026		F		17,884	D	$54.66	81,507(1)	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. Includes amount acquired pursuant to dividend reinvestment.

	/s/ James L. Chosy by power of attorney for Souheil Badran	03/03/2026
	** 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 activity did USB executive Souheil Badran report on this Form 4?

Souheil Badran reported three tax-related share dispositions in US Bancorp common stock. These occurred on February 27, February 28, and March 2, 2026, and were coded as tax-withholding transactions rather than open-market trades, reflecting shares delivered to cover equity award tax obligations.

Were Souheil Badran’s US Bancorp (USB) transactions open-market stock sales?

No, the transactions were not open-market sales. Each was coded with transaction code F, described as payment of tax liability by delivering securities, meaning shares were withheld or delivered to satisfy tax obligations tied to equity compensation, not discretionary selling into the market.

How many US Bancorp (USB) shares does Souheil Badran hold after these transactions?

After the March 2, 2026 tax-withholding disposition, Souheil Badran directly owned 81,507 US Bancorp common shares. A footnote explains this figure includes shares acquired through dividend reinvestment, reflecting his ongoing equity stake after covering related tax liabilities.

On what dates and prices did Souheil Badran’s USB tax-withholding dispositions occur?

The filing lists three dates for the tax-withholding dispositions. On February 27, 2026, shares were disposed at $57.26 per share. On February 28 and March 2, 2026, shares were disposed at $54.66 per share, all involving US Bancorp common stock.

What does transaction code F mean in this US Bancorp (USB) Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, it shows US Bancorp shares were disposed of to satisfy tax obligations related to equity awards, rather than representing voluntary open-market buying or selling activity.

Does the Form 4 note anything special about Souheil Badran’s remaining USB share holdings?

Yes. A footnote states that his reported holdings include amounts acquired through dividend reinvestment. This means some of the 81,507 directly owned US Bancorp shares accumulated automatically from reinvesting dividends, not only from original grants or purchases.