Badran Souheil 4

What Happened

• Souheil Badran, Senior EVP and Chief Operations Officer of US Bancorp (USB), was awarded 34,526 restricted stock units (RSUs) on 2026-02-11. The filing shows an acquisition at $0.00 per share (aggregate $0) because these are compensation awards, not a market purchase. The units are performance-based and eligible to be settled in common stock.

Key Details

• Transaction date: 2026-02-11; SEC filing date: 2026-02-12 (timely).
• Reported transaction type: A (Award/Grant); 34,526 RSUs @ $0.00 (acquired = $0).
• Vesting/settlement: These performance-based RSUs vest on March 2, 2026 and are eligible to be settled in shares.
• Performance determination: Number earned was determined Feb 11, 2026 based on company performance for Jan 1, 2023–Dec 31, 2025.
• Grant relation: These units represented 60% of the grant-date fair market value of Badran’s 2023 long-term incentive award (granted March 2, 2023).
• Dividend note: Filing includes footnote that amounts may include dividend reinvestment.
• Shares owned after transaction: Not specified in the provided filing.
• Timeliness: Filing appears timely (reported the day after the award).

Context

• These are performance-based RSUs granted as long-term incentive compensation; they are not an open-market purchase or sale, so they reflect compensation outcomes rather than a direct buy/sell signal. Once vested, the RSUs will typically be settled in shares (subject to plan rules and any tax withholding).