Kelso Courtney 4

What Happened Courtney Kelso, Senior Executive Vice President of US Bancorp (USB), was granted 13,356 restricted stock units (RSUs) on 2026-03-05. The units were recorded with an acquisition price of $0 (typical for compensation grants). These RSUs represent 40% of Kelso’s 2026 long-term incentive award; the remaining 60% was granted as performance-based restricted stock units (PSUs) whose payout will be determined based on company performance.

Key Details

• Transaction date: 2026-03-05; Form 4 filed: 2026-03-09 (filed within the SEC two-business-day requirement).
• Grant: 13,356 restricted stock units; acquisition price $0 (no cash paid).
• Vesting: 33% vest on March 5, 2027; 33% vest on March 5, 2028; 34% vest on March 5, 2029.
• Award makeup: These time-based RSUs = 40% of the LTI award; remaining 60% are performance-based RSUs to be measured over 2026–2028 and settled (if earned) in early 2029.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• No 10b5-1 plan, tax-withholding sale, or other sale/exercise reported for this grant.

Context This was a standard equity compensation grant, not an open-market purchase or sale. Time-based RSUs like these vest over multiple years and generally reflect long-term retention incentives; the PSUs are contingent on future performance and will be reported if and when earned and settled.