US Bancorp (NYSE: USB) CFO awarded 25,227 restricted stock units

Rhea-AI Filing Summary

Stern John C reported acquisition or exercise transactions in this Form 4 filing.

US Bancorp (USB) Vice Chair and CFO John C. Stern received an equity grant of 25,227 shares of common stock on March 5, 2026. This award was granted at no cash cost to him and increased his directly owned common stock to 107,485 shares.

The grant consists of restricted stock units that vest 33% on each of March 5, 2027 and March 5, 2028, and 34% on March 5, 2029. These units represent 40% of his 2026 long-term incentive award, with the remaining 60% in performance-based units that will be determined in early 2029 based on company performance from 2026 through 2028.

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

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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^*

Stern John C

(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)
	Vice Chair and CFO

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		25,227(1)	A	$0.0000	107,485	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 John C. Stern	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.
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FAQ

What did US Bancorp (USB) CFO John C. Stern acquire in this Form 4 filing?

John C. Stern received an award of 25,227 restricted stock units of US Bancorp common stock. The award was granted at no cash cost and forms part of his 2026 long-term incentive compensation package, subject to multi-year vesting and performance conditions.

How do John C. Stern’s new restricted stock units at USB vest over time?

The restricted stock units vest in three annual installments: 33% on March 5, 2027, 33% on March 5, 2028, and 34% on March 5, 2029. Shares are delivered over this period as vesting conditions are satisfied, aligning compensation with longer-term service.

What portion of John C. Stern’s 2026 long-term incentive at USB is time-based stock units?

These restricted stock units represent 40% of Stern’s 2026 long-term incentive compensation award. The remaining 60% was granted as performance-based restricted stock units, tying most of his equity compensation to US Bancorp’s achievement of specified performance targets over several years.

How will John C. Stern’s performance-based restricted stock units at US Bancorp be determined?

The number of performance-based restricted stock units earned will be determined in early 2029. That calculation will depend on US Bancorp’s performance against defined performance targets measured over the 2026–2028 period, and the earned amount will be reported at that time.

How many US Bancorp shares does John C. Stern own after this Form 4 transaction?

After the equity grant, Stern directly owns 107,485 shares of US Bancorp common stock. This figure reflects his holdings following the award of 25,227 restricted stock units, highlighting his ongoing equity stake in the company’s common equity.

Does John C. Stern pay cash for the restricted stock units reported for USB?

No cash price is associated with this grant; the reported per-share transaction price is zero. The award is part of Stern’s long-term incentive compensation, delivered in equity rather than cash and subject to vesting and, for most units, performance conditions.