Common Stock, $.01 par value per share
- Symbol
- USB
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 3.02, 7.01, 9.01 · 8-K
US BANCORP \DE\
Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 3.02 Unregistered Sales of Equity Securities. On January 12, 2026, U.S. Bancorp (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Project Falcon Merger Subsidiary L.P., a Delaware limited partnership of which the Company is the general partner (“Merger Sub”), Condor Trading LP, a Delaware limited partnership (“BTIG Parent”), and CT…
Company context
U.S. Bancorp, with approximately 70,000 employees and $695 billion in assets as of September 30, 2025, is the parent company of U.S. Bank National Association. Headquartered in Minneapolis, the company serves millions of customers locally, nationally and globally through a diversified mix of businesses, including consumer banking, business banking, commercial banking, institutional banking, payments and wealth management. U.S. Bancorp has been recognized for its approach to digital innovation, community partnerships and customer service, including being named one of the 2025 World’s Most Ethical Companies and one of Fortune’s most admired superregional banks. Learn more at usbank.com/about.
Current securities
USBNYSE · EQUITY · CurrentUSB PRANYSE · PREFERRED · CurrentUSB PRPNYSE · PREFERRED · CurrentUSB PRQNYSE · PREFERRED · CurrentUSB PRRNYSE · PREFERRED · CurrentUSB PRSNYSE · PREFERRED · Current
Historical securities (1)
Registered securities in this filing
US BANCORP \DE\ · 8-K · Filed 2026-01-13
Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)
- Symbol
- USB PrA
- Exchange
- NYSE
- Classification
- PREFERRED
- Status
- Current
Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)
- Symbol
- USB PrH
- Exchange
- NYSE
- Classification
- PREFERRED
Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)
- Symbol
- USB PrP
- Exchange
- NYSE
- Classification
- PREFERRED
- Status
- Current
Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)
- Symbol
- USB PrQ
- Exchange
- NYSE
- Classification
- PREFERRED
- Status
- Current
Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)
- Symbol
- USB PrR
- Exchange
- NYSE
- Classification
- PREFERRED
- Status
- Current
Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00)
- Symbol
- USB PrS
- Exchange
- NYSE
- Classification
- PREFERRED
- Status
- Current
Floating Rate Notes, Series CC (Senior), due May 21, 2028
- Symbol
- USB/28
- Exchange
- NYSE
- Classification
- DEBT
4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032
- Symbol
- USB/32
- Exchange
- NYSE
- Classification
- DEBT
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On January 12, 2026, U.S. Bancorp (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Project Falcon Merger Subsidiary L.P., a Delaware limited partnership of which the Company is the general partner (“Merger Sub”), Condor Trading LP, a Delaware limited partnership (“BTIG Parent”), and CT Equity Rep, LLC, a Delaware limited liability company (solely in its capacity as the equityholder representative appointed pursuant to the Merger Agreement), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into BTIG Parent (the “Merger”), with BTIG Parent continuing as the surviving entity as a subsidiary of the Company. The completion of the Merger is subject to applicable closing conditions, including receipt of regulatory approvals.
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the transaction provides for the payment to the equityholders of BTIG Parent of (a) an amount of cash equal to $362,500,000, subject to certain adjustments described in the Merger Agreement, payable at closing, (b) 6,600,594 shares of common stock, par value $0.01 per share, of the Company, to be issued at closing, and (c) additional contingent cash consideration of up to $275,000,000, payable over a three-year period after closing subject to achievement of specified revenue targets. The shares of Company common stock to be issued under the Merger Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided in Section 4(a)(2) of the Securities Act.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On January 13, 2026, the Company issued a press release announcing the entry into the Merger Agreement for the acquisition of BTIG Parent and its subsidiaries, including BTIG, LLC. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. In addition, the Company provided supplemental information regarding the Merger on its website. A copy of this supplemental information is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as otherwise expressly stated in such filing.
Filed exhibits (2)
Exhibit 99.1 U.S. Bancorp to Acquire BTIG Bolt-on acquisition to expand markets-based product set and revenues and enhance support for institutional clients New capabilities - including institutional equity sales and trading, equity capital markets, equity electronic trading, and M&A advisory - to accelerate the company’s existing capital markets momentum MINNEAPOLIS (January 13, 2026) - U.S. Bancorp (NYSE: USB) announced today that it has entered into a definitive agreement to acquire BTIG, LLC, a financial services firm specializing in investment banking, institutional sales and trading, research and prime brokerage. “BTIG’s top talent, capabilities and technology will position us for continued capital markets growth and deeper client relationships,” said U.S. Bancorp CEO Gunjan Kedia. “This acquisition will enable both organizations to deliver greater value, innovation and efficiency to the companies and institutions we serve.” “With a long history of successful collaboration, we are thrilled to join U.S. Bancorp as a means of increasing our collective impact with institutional and corporate clients,” said BTIG CEO Anton LeRoy. “Our clients will continue to enjoy the sam…
Open exhibit ↗Exhibit 99.2 JANUARY 2026 U.S. Bancorp’s Acquisition of BTIG Bolt -on acquisition to expand markets -based product set and revenues and enhance support for institutional clients Forward -looking statements “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains forward -looking statements about U.S. Bancorp. Statements that are not historical or current facts, i ncluding statements about beliefs and expectations, are forward -looking statements and are based on the information available to, and assumptions and estimates made by, management as of the date hereof. These forward -looking statements cover, among other things, any projections or expectations regarding U.S. Bancorp’s proposed acquisition of BTIG, LLC and its affiliates (collectively, “BTIG”) described herein, U.S. Bancorp’s future revenues, expenses, earnings, capital expenditures, deposits or stock price, as well as the assumptions on which such expectations are based. Forward -looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and other …
Open exhibit ↗