Philipson Stephen L 4

What Happened Stephen L. Philipson, Vice Chair of US Bancorp (USB), had shares withheld/sold to satisfy tax obligations tied to equity transactions. Across three dates he disposed of a total of 15,089 shares for aggregate proceeds of about $832,255:

• 2,881 shares on 2026-02-27 at $57.26 — $164,966
• 8,990 shares on 2026-02-28 at $54.66 — $491,393
• 3,218 shares on 2026-03-02 at $54.66 — $175,896

These transactions are reported with code F (payment of exercise price or tax liability), which is typically routine withholding of shares to cover taxes after option exercises or similar equity events rather than an open-market sale expressing a market view.

Key Details

• Transaction dates & prices: 2026-02-27 @ $57.26; 2026-02-28 @ $54.66; 2026-03-02 @ $54.66.
• Total shares surrendered: 15,089; total value ≈ $832,255.
• Shares owned after transaction: Not specified in the provided excerpt of the filing.
• Footnotes: F1 notes inclusion of shares acquired via dividend reinvestment; F2 references a plan report dated Feb 27, 2026 (the most recent plan report available).
• Transaction code: F = payment of exercise price or tax liability (share withholding for taxes).
• Filing timeliness: No late filing flag was indicated in the provided details.

Context

• Code F transactions commonly reflect tax-withholding related to exercises, vesting or dividend reinvestment; they are routine and do not necessarily signal the insider’s view on the company.
• If these followed an option exercise or award vesting, the insider effectively retained the post-withholding shares while surrendering a portion to meet tax obligations (a cashless-like outcome for taxes).