CECERE ANDREW 4

What Happened Andrew Cecere, Executive Chairman and Director of US Bancorp (USB), was reported as receiving 154,269 performance-based restricted stock units (RSUs) on February 11, 2026. The Form 4 lists the acquisition price as $0.00 (award), so no cash purchase occurred. These units are an equity compensation award and are scheduled to vest on March 2, 2026.

Key Details

• Transaction date: February 11, 2026; acquisition type: Award/Grant (code A); price recorded: $0.00.
• Number of shares/units: 154,269 performance-based RSUs.
• Vesting/settlement: Units vest on March 2, 2026 and are eligible to be settled in shares of common stock.
• Footnote highlights: (F1) Units were earned and the final number determined Feb 11, 2026 based on US Bancorp’s performance vs. preset targets for the Jan 1, 2023–Dec 31, 2025 performance period; these units represent 60% of the grant-date fair market value of the reporting person’s 2023 long‑term incentive award granted March 2, 2023. (F2) Based on a plan report dated Feb 2, 2026.
• Shares owned after transaction: not disclosed in the provided filing excerpt.
• Filing timeliness: Report filed Feb 12, 2026 (no late‑filing indication in the excerpt).

Context This was an equity compensation award (performance‑based RSUs), not a market purchase or sale. Such awards are part of executive pay programs and reflect company-determined performance outcomes over a multi-year period; they do not by themselves indicate insider buying or selling intent. The units will convert to actual shares only if and when they vest/are settled per the plan.