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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As part of the annual review of various executive compensation and benefit plans by the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of U.S. Bancorp (the “Company”), the Committee determined, in consultation with its independent compensation consultant, that the Company’s change in control benefits should be updated to align more closely with the practices of similarly-sized peer banks in the financial services industry and to include important protections for the Company.
On January 27, 2026, the Board, upon the recommendation of the Committee, adopted the U.S. Bank Executive Change in Control Severance Plan (the “Plan”) covering the executive officers and certain other officers of the Company, including the Company’s currently serving named executive officers (each a “participant”). Plan participants are eligible to receive certain severance benefits as described in the Plan upon the participant’s involuntary termination of employment without Cause (as defined in the Plan) or Good Reason Resignation (as defined in the Plan) within 24 months following a Change in Control (as defined in the Plan).
The severance benefits payable under the Plan consist of a lump-sum cash payment equal to the sum of the following:
| • | two times the participant’s annual base salary; |
| • | two times the participant’s target annual incentive award level as in effect immediately before the date of the Change in Control under the U.S. Bancorp Annual Executive Incentive Plan; |
| • | a pro-rata portion of the participant’s target annual incentive award for the performance period in which the qualifying termination of employment occurs, which is prorated for the number of full calendar months worked during the annual performance period; and |
| • | an amount equal to the employer’s cost of six months of continued health plan coverage. |
Participation in the Plan is conditioned on the participant signing, and not revoking, a participation agreement acknowledging the terms of the Plan. In addition, a participant’s receipt of any severance benefits under the Plan is contingent upon such participant’s (i) execution and non-revocation of a general release of claims in favor of the Company and its affiliates, (ii) compliance with the Company’s standard form of confidentiality and non-solicitation agreement, and (iii) compliance (where permissible under applicable law) with a non-competition restrictive covenant.
Except as otherwise may be determined by the Committee, participants in the Plan are not permitted to receive severance benefits under the Plan and another Company severance plan, program, arrangement, or agreement.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Plan attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | U.S. Bank Executive Change in Control Severance Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: January 29, 2026
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