Common Stock, $.01 par value per share
- Symbol
- USB
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Current Report · Items 3.03, 5.03, 8.01, 9.01 · 8-K
US BANCORP \DE\
Material Modification to Rights of Security Holders · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 3.03. Material Modification to Rights of Security Holders. The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
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 2026-10-30
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 3.03Item 3.03 - Material Modification to Rights
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 29, 2026, U.S. Bancorp, a Delaware corporation (the “Company”), filed a Certificate of Designations (the “Certificate of Designations”) for the purpose of amending its Restated Certificate of Incorporation to establish the designations, preferences, limitations and relative rights of its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, with a liquidation preference of $25,000 per share (the “Preferred Stock”). A copy of the Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On October 30, 2026, the Company closed the sale of 1,000,000 depositary shares (the “Depositary Shares”), with each Depositary Share representing ownership of 1/25th of a share of the Company’s Preferred Stock, which were registered pursuant to a registration statement on Form S-3 (SEC File No. 333-294133), which became automatically effective upon filing on March 9, 2026 (the “Registration Statement”). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement, dated October 21, 2026, by and among the Company and U.S. Bancorp Investments, Inc., Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto, which incorporates by reference the U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (October 21, 2026); (ii) the Certificate of Designations; (iii) form of certificate representing the Company’s Preferred Stock; (iv) Deposit Agreement, dated as of October 30, 2026, by and among the Company, U.S. Bank Trust Company, National Association and the holders from time to time of the depositary receipts described therein; (v) form of depositary receipt representing the Depositary Shares; and (vi) validity opinion with respect to the Depositary Shares and the Company’s Preferred Stock.
Filed exhibits (3)
Exhibit 4.1 CERTIFICATE OF DESIGNATIONS OF SERIES P FIXED RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF U.S. BANCORP Pursuant to Section 151 of the General Corporation Law of the State of Delaware U.S. Bancorp, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: On October 19, 2026, the Risk Management Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”), pursuant to authority conferred upon the Committee by the Board and by Section 141(c)(2) and (3) of the General Corporation Law of the State of Delaware, duly adopted resolutions establishing the terms of the Corporation’s 7.20% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, $1.00 par value (the “Series P Preferred Stock”), and authorized a subcommittee of the Committee (the “Subcommittee”) to act on behalf of the Committee in establishing the liquidation preference, dividend rate, optional redemption date, number of authorized shares and certain other terms of the Series P Preferred Stock. Thereafter, on October 21, 2026, the Subcommittee duly adopted the…
Open exhibit ↗Exhibit 4.2 Number: P-1 40,000 Shares SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 902973BG0 U.S. BANCORP a Corporation Organized Under the Laws of the State of Delaware THIS CERTIFIES THAT U.S. Bank Trust Company, National Association, as depositary, is the owner of forty thousand (40,000) fully paid and non-assessable shares of 7.20% Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share, liquidation preference of $25,000.00 per share, of U.S. Bancorp (the “Corporation”) transferable on the books of the Corporation by the holder hereof in person or by its duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and the By-laws of the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Registrar. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on …
Open exhibit ↗Exhibit 4.3 Execution Version DEPOSIT AGREEMENT among U.S. BANCORP, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of October 30, 2026 Page ARTICLE I DEFINED TERMS 1.1 Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SERIES P PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS 2.1 Form and Transfer of Receipts 2 …
Open exhibit ↗