Stern John C 4

What Happened

• John C. Stern, Vice Chair and Chief Financial Officer of U.S. Bancorp (USB), was granted 25,227 restricted stock units (RSUs) on March 5, 2026. The grant is reported as an award/acquisition (code A) with an acquisition price of $0.00 (typical for RSU grants); no cash value is shown on the Form 4.

Key Details

• Transaction date: 2026-03-05; Form filed: 2026-03-09 (appears timely under Form 4 rules).
• Award: 25,227 RSUs reported at $0.00 (code A).
• Vesting: 33% on March 5, 2027; 33% on March 5, 2028; 34% on March 5, 2029 (per footnote).
• Plan structure: These RSUs represent 40% of Stern’s 2026 long-term incentive award; the remaining 60% was granted as performance-based RSUs whose payout/share settlement will be determined in early 2029 based on 2026–2028 performance.
• Shares owned after transaction: Not disclosed in this Form 4.
• No 10b5-1, tax-withholding, or late-filing flags noted in the filing.

Context

• RSUs are compensation awards that convert into shares (or their cash value) only as they vest; this grant does not reflect a market purchase or sale by the insider. The performance-based portion may result in more, fewer, or no shares depending on U.S. Bancorp’s performance metrics for 2026–2028. This is routine executive compensation disclosure rather than an immediate trading signal.