UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section l3(a) of the Exchange Act. |
| Item 8.01. | Other Events. |
On March 9, 2026, U.S. Bancorp (the “Company”) established a medium-term note program pursuant to which the Company may issue from time to time its Medium-Term Notes, Series EE (Senior) (the “Series EE Notes”), and Medium-Term Notes, Series FF (Subordinated) (the “Series FF Notes” and, together with the Series EE Notes, the “Notes”).
The Series EE Notes are issuable under that certain Indenture, dated as of October 1, 1991, as amended by that certain First Supplemental Indenture, dated as of April 21, 2017, between the Company and Citibank, N.A., as trustee, as supplemented by the Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Series EE Notes.
The Series FF Notes are issuable under that certain Indenture, dated as of October 1, 1991, as amended by that certain First Supplemental Indenture, dated as of April 1, 1993, and that certain Second Supplemental Indenture, dated as of April 21, 2017, between the Company and Citibank, N.A., as trustee, as supplemented by the Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Series FF Notes.
The offering of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-294133), filed with the Securities and Exchange Commission on March 9, 2026.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. | |
| 1.1 | Distribution Agreement, dated as of March 9, 2026, among the Company and U.S. Bancorp Investments, Inc. and the other Agents named on Schedule A thereto. | |
| 4.1 | Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Medium-Term Notes, Series EE (Senior) (excluding exhibits thereto). | |
| 4.2 | Officers’ Certificate and Company Order, dated as of March 9, 2026, establishing the form and certain terms of the Medium-Term Notes, Series FF (Subordinated) (excluding exhibits thereto). | |
| 4.3 | Specimen Notes: | |
(a) Form of Master Global Note, Series EE (Senior). | ||
(b) Form of Master Global Note, Series FF (Subordinated). | ||
| 5.1 | Opinion of Willkie Farr & Gallagher LLP. | |
| 23.1 | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| U.S. BANCORP | ||||||
| Date: March 9, 2026 | ||||||
| By: | /s/ James L. Chosy | |||||
| Name: James L. Chosy | ||||||
| Title: Senior Executive Vice President and General Counsel | ||||||