US Bancorp executive granted 28,195 USB shares

US Bancorp Vice Chair Stephen L. Philipson reported an automatic equity award on March 5, 2026.

Accepted by SEC EDGAR 03/09/2026 - 04:25 PM EDT

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Rhea-AI Filing Summary

US Bancorp Vice Chair Stephen L. Philipson reported an automatic equity award on March 5, 2026. He acquired 28,195 shares of common stock at no cost as a grant or award, bringing his direct holdings to 111,830 shares.

He also holds 504 shares indirectly through a 401(k) plan. Related restricted stock units vest 33% on each of March 5, 2027 and 2028, and 34% on March 5, 2029, forming 40% of his 2026 long-term incentive award. Additional performance-based units for 2026–2028 will be determined in early 2029.

Insider Trade Summary

Grant/Award: 28,195 shares

Grant/Award 1 txn

Insider Philipson Stephen L

Role Vice Chair

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	28,195	$0.00	$0.00
Holding	Common Stock, $0.01 par value	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value — 111,830 shares (Direct); Common Stock, $0.01 par value — 504 shares (Indirect, By 401(k) plan)

Footnotes (2)

F1. 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.
F2. Based on a plan report dated February 27, 2026, the most recent plan report available.

FAQ

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What insider transaction did USB executive Stephen L. Philipson report?

Stephen L. Philipson reported an automatic equity award, acquiring 28,195 shares of US Bancorp common stock on March 5, 2026 at no cost. This grant increased his direct holdings to 111,830 shares, reflecting part of his 2026 long-term incentive compensation package.

How many US Bancorp (USB) shares does Stephen L. Philipson now hold?

After the March 5, 2026 award, Stephen L. Philipson directly holds 111,830 US Bancorp common shares. He also has an indirect position of 504 shares through a 401(k) plan, based on a plan report dated February 27, 2026, the most recent report available.

What are the vesting terms of Philipson’s new US Bancorp restricted stock units?

The restricted stock units tied to this award vest over three years: 33% on March 5, 2027, 33% on March 5, 2028, and 34% on March 5, 2029. These units represent 40% of his 2026 long-term incentive compensation value at US Bancorp.

How are performance-based restricted stock units structured for USB’s Stephen L. Philipson?

Sixty percent of Philipson’s 2026 long-term incentive value is in performance-based restricted stock units. The number of units ultimately earned will be determined in early 2029, based on US Bancorp’s performance against specified targets from 2026 through 2028, and then reported.

What role does Stephen L. Philipson hold at US Bancorp (USB)?

Stephen L. Philipson serves as a Vice Chair at US Bancorp. His Form 4 filing details equity-based compensation, including a grant of 28,195 common shares and associated restricted stock unit awards, aligning a portion of his compensation with the company’s multi-year performance.

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^*

Philipson Stephen L

(Last)

(First)

(Middle)

800 NICOLLET MALL

(Street)

MINNEAPOLIS

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)
	Vice Chair

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value	03/05/2026		A		28,195⁽¹⁾	A	$0.0000	111,830	D
Common Stock, $0.01 par value								504⁽²⁾	I	By 401(k) plan

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. Based on a plan report dated February 27, 2026, the most recent plan report available.

	/s/ James L. Chosy by power of attorney for Stephen L. Philipson	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.

Source: View Original Filing on SEC EDGAR