CHOSY JAMES L 4

What Happened
James L. Chosy, Senior Executive Vice President and General Counsel of US Bancorp (USB), was awarded 32,323 performance-based restricted stock units (RSUs) on 2026-02-11. The transaction is reported as an award/acquisition at $0.00 per share (typical for RSU grants), so the reported acquisition value is $0. These units are scheduled to vest on March 2, 2026 if settlement conditions are met.

Key Details

• Transaction date: February 11, 2026; filing date: February 12, 2026 (timely filing).
• Reported transaction type/code: A (award/acquisition); 32,323 shares @ $0.00 (acquired).
• Vesting/settlement: These RSUs vest on March 2, 2026 and are eligible to be settled in shares of common stock.
• Footnote summary: The units represent performance-based RSUs that comprised 60% of the grant-date fair value of Chosy’s 2023 long-term incentive award (originally granted March 2, 2023). The number of units earned was determined on February 11, 2026 based on US Bancorp’s performance against preset targets for the January 1, 2023–December 31, 2025 period.
• Shares owned after transaction: Not specified in the provided filing.

Context
Performance-based RSUs are compensation awards that convert to shares only if company performance goals are met; they are not open-market purchases or sales and do not necessarily signal a personal investment decision. Because these units were earned under a multi-year performance plan and will vest on a future date, they reflect payout of long-term incentive compensation rather than an immediate trade.