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US Bancorp (USB) CEO records multiple tax-withholding stock dispositions

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

US Bancorp President & CEO Gunjan Kedia reported three tax-related share dispositions under automatic withholding arrangements. On March 2, 28,703 common shares at $54.66 per share were withheld, with earlier withholdings of 9,562 shares on February 28 and 10,961 shares on February 27. After these transactions, Kedia directly owned 326,095 common shares.

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Insider Kedia Gunjan
Role President & CEO
Type Security Shares Price Value
Tax Withholding Common Stock, $0.01 par value 28,703 $54.66 $1.57M
Tax Withholding Common Stock, $0.01 par value 9,562 $54.66 $523K
Tax Withholding Common Stock, $0.01 par value 10,961 $57.26 $628K
Holdings After Transaction: Common Stock, $0.01 par value — 326,095 shares (Direct)
Footnotes (1)
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*
Kedia Gunjan

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
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 10,961 D $57.26 364,360 D
Common Stock, $0.01 par value 02/28/2026 F 9,562 D $54.66 354,798 D
Common Stock, $0.01 par value 03/02/2026 F 28,703 D $54.66 326,095 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:
/s/ James L. Chosy by power of attorney for Gunjan Kedia 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 did US Bancorp (USB) President & CEO Gunjan Kedia report on this Form 4?

Gunjan Kedia reported three tax-withholding dispositions of US Bancorp common stock tied to equity compensation. Shares were withheld on February 27, February 28, and March 2 to satisfy tax liabilities, rather than open-market sales, and Kedia retained a substantial direct ownership position afterward.

How many US Bancorp (USB) shares were disposed of for tax withholding?

The filing shows 10,961 shares disposed on February 27, 9,562 shares on February 28, and 28,703 shares on March 2. All transactions are coded “F,” indicating payment of tax liability by delivering previously owned or vesting securities instead of cash.

At what prices were the US Bancorp (USB) tax-withholding shares valued?

The February 27 transaction used a price of $57.26 per share, while the February 28 and March 2 tax-withholding dispositions used $54.66 per share. These values generally reflect the market price at the time for calculating the tax obligation on the equity awards.

How many US Bancorp (USB) shares does Gunjan Kedia own after these transactions?

After the March 2 tax-withholding disposition, Gunjan Kedia directly owned 326,095 shares of US Bancorp common stock. This reported figure reflects her remaining direct holdings following the automatic share withholdings used to cover tax obligations on her stock-based compensation.

Do the Form 4 transactions for US Bancorp (USB) represent open-market sales by the CEO?

No, the transactions are coded “F,” meaning they are tax-withholding dispositions, not discretionary open-market sales. Shares were surrendered to satisfy tax or exercise-related obligations, a common mechanism for handling taxes on vesting equity awards or option exercises.