BAXTER WARNER L 4

What Happened

• Baxter Warner, a director of US Bancorp (USB), was granted 3,355 restricted stock units (RSUs) on 2026-04-23. The Form 4 records the acquisition as 3,355 units at $0.00 (derivative award). No cash was paid; the filing shows acquisition price $0.00 and does not report a market value for the grant.

Key Details

• Transaction date: 2026-04-23; Form 4 filed 2026-04-27 (timely — within the two business-day reporting window).
• Transaction type/code: A (award/grant) — derivative RSUs.
• Units granted: 3,355 RSUs @ $0.00 (total reported consideration $0).
• Shares owned after transaction: Not specified in this Form 4.
• Footnotes: F1 — RSUs convert into common stock on a one-for-one basis. F2 — The RSUs were fully vested at grant but are payable in common stock only when the holder ceases board service and is not providing services as an independent contractor; all units are forfeited if the holder’s service is terminated for cause.

Context

• These RSUs are a form of director compensation and do not represent an immediate issuance of common shares to the market; conversion to stock is deferred until the reporting person leaves board service (subject to forfeiture for cause). Such awards are routine for directors and do not by themselves indicate insider buying or selling sentiment.