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    U.S. Bancorp filed SEC Form 8-K: Entry into a Material Definitive Agreement

    8/14/25 4:31:45 PM ET
    $USB
    Major Banks
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    8-K
    US BANCORP \DE\ 0000036104 false 0000036104 2025-08-13 2025-08-13 0000036104 us-gaap:CommonStockMember 2025-08-13 2025-08-13 0000036104 us-gaap:SeriesAPreferredStockMember 2025-08-13 2025-08-13 0000036104 us-gaap:SeriesBPreferredStockMember 2025-08-13 2025-08-13 0000036104 usb:SeriesKPreferredStockMember 2025-08-13 2025-08-13 0000036104 usb:SeriesLPreferredStockMember 2025-08-13 2025-08-13 0000036104 usb:SeriesMPreferredStockMember 2025-08-13 2025-08-13 0000036104 usb:SeriesOPreferredStockMember 2025-08-13 2025-08-13 0000036104 usb:SeriesCCSeniorFloatingMember 2025-08-13 2025-08-13 0000036104 usb:SeriesCCSeniorFixedToFloatingMember 2025-08-13 2025-08-13
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report: August 13, 2025

    (Date of earliest event reported)

     

     

    U.S. BANCORP

    (Exact name of registrant as specified in its charter)

     

     

    Delaware

    (State or other jurisdiction of incorporation)

     

    1-6880   41-0255900

    (Commission

    file number)

     

    (IRS Employer

    Identification No.)

    800 Nicollet Mall

    Minneapolis, Minnesota 55402

    (Address of principal executive offices, including zip code)

    (651) 466-3000

    (Registrant’s telephone number, including area code)

    Not Applicable

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading

    symbol

     

    Name of each exchange

    on which registered

    Common Stock, $.01 par value per share   USB   New York Stock Exchange
    Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)   USB PrA   New York Stock Exchange
    Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)   USB PrH   New York Stock Exchange
    Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)   USB PrP   New York Stock Exchange
    Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)   USB PrQ   New York Stock Exchange
    Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)   USB PrR   New York Stock Exchange
    Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00)   USB PrS   New York Stock Exchange
    Floating Rate Notes, Series CC (Senior), due May 21, 2028   USB/28   New York Stock Exchange
    4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032   USB/32   New York Stock Exchange

    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 12b-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 13(a) of the Exchange Act.

     

     
     


    Item 1.01.

    Entry into a Material Definitive Agreement

    On August 13, 2025, U.S. Bank National Association, the principal banking subsidiary of U.S. Bancorp (the “Company”), entered into a time sharing agreement and a charter flight reimbursement agreement with Gunjan Kedia, the Company’s President and Chief Executive Officer, and may enter into such agreements with other executive officers with respect to use of the Company’s corporate aircraft and reimbursement of certain costs related to charter flight travel.

    The forms of the time sharing agreement and charter flight reimbursement agreement are attached hereto as Exhibits 10.1 and 10.2 of this Current Report on Form 8-K and incorporated by reference into this Item 1.01.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits.

     

         10.1    Form of Aircraft Time Sharing Agreement.
      10.2    Form of Charter Flight Reimbursement Agreement.
      104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    2


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    U.S. BANCORP
    By:  

    /s/ James L. Chosy

     

    James L. Chosy

    Senior Executive Vice President and General Counsel

    Date: August 14, 2025

     

    3

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