US Bancorp (NYSE: USB) awards 13,356 restricted stock units to SVP

Rhea-AI Filing Summary

US Bancorp senior executive Courtney Kelso reported an equity award of 13,356 restricted stock units tied to the company’s common stock. The grant, dated March 5, 2026, was acquired at no cash cost and brings Kelso’s directly held common stock–linked holdings to 25,354 shares/units after the transaction.

The restricted stock units vest 33% on each of March 5, 2027 and March 5, 2028, and 34% on March 5, 2029. According to the disclosure, these time-vested units represent 40% of Kelso’s 2026 long-term incentive award, with the remaining 60% granted as performance-based restricted stock units. The number of performance-based units ultimately earned will be determined in early 2029 based on US Bancorp’s performance from 2026 through 2028.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kelso Courtney

Role Sr. Exec. VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	13,356	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 25,354 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^*

Kelso Courtney

(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)
	Sr. Exec. VP

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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	03/05/2026		A		13,356(1)	A	$0.0000	25,354	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. The restricted stock units vest 33% on each of March 5, 2027 and 2028, and 34% on March 5, 2029. These restricted stock units make up 40% of the value of the reporting person's long-term incentive compensation award granted in 2026. The remaining 60% of the award value was granted in the form of performance-based restricted stock units. The number of units that will be earned and eligible to be settled in shares of common stock will be determined in early 2029 based on the company's performance against certain performance targets from 2026 through 2028 and will be reported at the time of such determination.

	/s/ James L. Chosy by power of attorney for Courtney Kelso	03/09/2026
	** 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 did US Bancorp (USB) disclose in Courtney Kelso’s latest Form 4?

US Bancorp disclosed that senior executive Courtney Kelso received 13,356 restricted stock units on March 5, 2026. The award is part of her 2026 long-term incentive compensation and increases her directly held common stock–linked holdings to 25,354 shares or units after the transaction.

How many restricted stock units did Courtney Kelso receive from US Bancorp (USB)?

Courtney Kelso received 13,356 restricted stock units linked to US Bancorp common stock. These units were reported as a grant or award transaction and were acquired at a price of $0.00 per share, reflecting compensation rather than an open-market purchase of USB stock.

What is the vesting schedule for Courtney Kelso’s US Bancorp restricted stock units?

The restricted stock units vest 33% on March 5, 2027, 33% on March 5, 2028, and 34% on March 5, 2029. This staggered schedule means the award becomes fully vested over three years, aligning Kelso’s compensation with multi-year company performance and retention goals.

How is Courtney Kelso’s 2026 long-term incentive award at US Bancorp (USB) structured?

Kelso’s 2026 long-term incentive award is split between time-vested and performance-based equity. The 13,356 restricted stock units make up 40% of the award’s value, while the remaining 60% was granted as performance-based restricted stock units tied to US Bancorp’s results from 2026 through 2028.

When will the performance-based restricted stock units for Courtney Kelso be determined at US Bancorp?

The number of performance-based restricted stock units that Kelso ultimately earns will be determined in early 2029. That determination will be based on US Bancorp’s performance against specified targets measured over the 2026–2028 period, and the earned units will be settled in common stock.

How many US Bancorp shares or units does Courtney Kelso hold after this Form 4 transaction?

After the reported grant, Kelso holds a total of 25,354 common stock–linked shares or units directly. This figure includes the newly granted 13,356 restricted stock units and reflects her updated beneficial ownership position following the March 5, 2026 equity compensation award.