US BANCORP \DE\ 8-K

What Happened
U.S. Bancorp announced on January 27, 2026 that its Board, acting on the Compensation and Human Resources Committee’s recommendation, adopted the U.S. Bank Executive Change in Control Severance Plan. The Plan covers executive officers and certain other officers, including the Company’s currently serving named executive officers, and provides specified severance benefits if a participant is involuntarily terminated without Cause or resigns for Good Reason within 24 months following a Change in Control.

Key Details

• Adoption date: January 27, 2026 (Board action; disclosed in 8-K filed Jan 29, 2026).
• Severance payout (lump sum) equals:
  • 2× the participant’s annual base salary; plus
  • 2× the participant’s target annual incentive award (immediate pre-Change in Control level); plus
  • Pro‑rata portion of the current-year target incentive (prorated by full months worked); plus
  • Employer cost of six months of continued health plan coverage.
• Trigger window: benefits payable for qualifying terminations within 24 months after a Change in Control.
• Conditions: participant must sign a participation agreement and (to receive benefits) execute a general release, comply with standard confidentiality and non-solicitation agreements, and (where lawful) a non‑competition covenant.
• Anti‑duplication: Participants generally may not receive benefits under this Plan and another Company severance arrangement unless the Committee decides otherwise. The Plan is filed as Exhibit 10.1.

Why It Matters
This change aligns U.S. Bancorp’s change-in-control protections with peer banks and clarifies potential cash obligations if a change in control occurs and covered executives are terminated. For investors, the Plan highlights the company’s approach to retention and protection of executives in M&A scenarios and sets clear, contractually conditioned payout formulas—meaning benefits are contingent on specific triggers and release/contractual requirements rather than immediate expenses.