Tax-share dispositions by US Bancorp (NYSE: USB) Vice Chair and CFO

Rhea-AI Filing Summary

US Bancorp Vice Chair and CFO John C. Stern reported three small tax-related share dispositions of common stock. On February 27, 2026, 2,627 shares were withheld at $57.26 per share. Additional dispositions of 2,600 and 1,950 shares occurred on February 28, 2026 and March 2, 2026 at $54.66 per share to satisfy tax obligations by delivering shares. After these transactions, Stern directly owned 82,258 shares of US Bancorp common stock.

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)
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		2,627	D	$57.26	86,808	D
Common Stock, $0.01 par value	02/28/2026		F		2,600	D	$54.66	84,208	D
Common Stock, $0.01 par value	03/02/2026		F		1,950	D	$54.66	82,258	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 John C. Stern	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) CFO John C. Stern report on this Form 4?

John C. Stern reported three tax-withholding dispositions of US Bancorp common stock. These transactions satisfied tax liabilities by delivering shares rather than cash, a common mechanism when equity awards vest or are settled for senior executives.

How many US Bancorp (USB) shares were disposed of in Stern’s tax transactions?

Stern’s Form 4 shows dispositions of 2,627, 2,600, and 1,950 US Bancorp common shares. Each transaction is coded “F,” indicating shares delivered to cover tax obligations instead of an open-market sale for investment purposes.

At what prices were John C. Stern’s US Bancorp (USB) tax-withholding shares valued?

The reported tax-withholding dispositions valued shares at $57.26 on February 27, 2026, and $54.66 on both February 28 and March 2, 2026. These prices reflect the fair market value used to calculate Stern’s tax obligations in the transactions.

How many US Bancorp (USB) shares does John C. Stern own after these transactions?

After the March 2, 2026 tax-withholding disposition, Stern directly owned 82,258 US Bancorp common shares. This post-transaction balance reflects his remaining direct equity stake following the delivery of shares to satisfy associated tax liabilities.

What does transaction code “F” mean in John C. Stern’s US Bancorp (USB) Form 4?

Code “F” indicates payment of an exercise price or tax liability by delivering securities. In Stern’s case, it means US Bancorp shares were withheld or delivered to satisfy tax obligations, rather than being sold in ordinary open-market transactions.