Richard Jodi L 4

What Happened

• Jodi L. Richard, Vice Chair of US Bancorp (USB), was granted/awarded 41,138 performance-based restricted stock units (RSUs) on 2026-02-11. The reported acquisition price was $0.00 (these are awards, not purchases), and the units are eligible to be settled in shares of common stock.
• These RSUs were earned based on US Bancorp's performance over the three-year period from 2023-01-01 to 2025-12-31 and will vest on March 2, 2026. The award represents 60% of the grant-date fair market value of the reporting person’s 2023 long-term incentive compensation award.

Key Details

• Transaction date: 2026-02-11; Filing date: 2026-02-12 (timely filing).
• Transaction code: A (grant/award/acquisition); reported price: $0.00.
• Shares/units awarded: 41,138 performance-based RSUs; vesting date: March 2, 2026.
• Footnote: Number of units earned was formally determined on 2026-02-11 based on achievement of preset performance targets for 2023–2025; these units comprised 60% of the 2023 long-term incentive award’s grant-date value.
• Shares owned after transaction: not specified in the filing.

Context

• Performance-based RSUs are compensation awards that convert to common shares if performance and vesting conditions are met. This transaction is an award reflecting achieved performance metrics, not an open-market purchase or sale, and therefore does not directly signal buying or selling intent by the insider.
• For retail investors, such awards indicate management was credited for meeting multi-year targets; they are common in executive compensation and do not by themselves imply immediate insider buying pressure or liquidity change.