US Bancorp (USB) COO Souheil Badran receives 19,291 restricted stock units in 2026 award

Rhea-AI Filing Summary

US Bancorp disclosed that SEVP and Chief Operations Officer Souheil Badran acquired 19,291 shares of common stock through a grant of restricted stock units. These units vest 33% on March 5, 2027 and 2028, and 34% on March 5, 2029. Following this grant, his directly owned common stock totaled 100,798 shares, including amounts acquired through dividend reinvestment. The restricted stock units represent 40% of his 2026 long-term incentive award, with the remaining 60% granted as performance-based restricted stock units that will be earned based on company performance from 2026 through 2028.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Badran Souheil

Role SEVP, Chief Operations Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value	19,291	$0.00	--

Holdings After Transaction: Common Stock, $0.01 par value — 100,798 shares (Direct)

Footnotes (1)

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. Includes amount acquired pursuant to dividend reinvestment.

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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^*

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)
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		19,291(1)	A	$0.0000	100,798(2)	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.

2. Includes amount acquired pursuant to dividend reinvestment.

	/s/ James L. Chosy by power of attorney for Souheil Badran	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) executive Souheil Badran report on this Form 4?

Souheil Badran reported an acquisition of 19,291 restricted stock units of US Bancorp common stock as part of his 2026 long-term incentive compensation. These units were granted at no cash cost and increase his directly owned common stock holdings to 100,798 shares, including dividend reinvestment.

How do Souheil Badran’s new restricted stock units in USB vest over time?

The 19,291 restricted stock units vest 33% on March 5, 2027, 33% on March 5, 2028, and 34% on March 5, 2029. This three-year vesting schedule ties the award to Badran’s continued service and aligns compensation with longer-term performance at US Bancorp.

What portion of Souheil Badran’s 2026 long-term incentive at US Bancorp is time-based vs performance-based?

The reported restricted stock units make up 40% of Badran’s 2026 long-term incentive compensation value. The remaining 60% was granted as performance-based restricted stock units, which will only be earned based on US Bancorp’s performance against specified targets from 2026 through 2028.

When will the performance-based restricted stock units for USB’s Souheil Badran be determined?

The number of performance-based restricted stock units that Badran ultimately earns will be determined in early 2029. That determination will be based on US Bancorp’s performance against defined targets for the 2026–2028 period and will be reported at that time.

How many US Bancorp (USB) shares does Souheil Badran own after this Form 4 transaction?

After this grant, Badran directly owns 100,798 shares of US Bancorp common stock. This total includes shares associated with the restricted stock units and amounts previously acquired through dividend reinvestment, reflecting his ongoing equity-based compensation and reinvested dividends.

Did Souheil Badran buy or sell US Bancorp shares for cash in this Form 4?

The filing shows an acquisition of 19,291 restricted stock units at a price of $0.0000 per share, indicating a grant or award rather than an open-market cash purchase. There were no reported cash sales or open-market buys in this specific Form 4 transaction.