8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: August 19, 2024 (Date of earliest event reported)

U.S. BANCORP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


1-6880		41-0255900
(Commission file number)		(IRS Employer Identification
		No.)

800 Nicollet Mall

Minneapolis, Minnesota 55402

(Address of principal executive offices, including zip code)

(651) 466-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	USB	New York Stock Exchange
Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrA	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrH	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrP	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrQ	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrR	New York Stock Exchange
Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00)	USB PrS	New York Stock Exchange
Floating Rate Notes, Series CC (Senior), due May 21, 2028	USB/28	New York Stock Exchange
4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032	USB/32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Shailesh M. Kotwal, Vice Chair, Payment Services, has informed U.S. Bancorp of his intention to retire from the company in the first half of 2025.

A copy of the press release issued by U.S. Bancorp on August 21, 2024, announcing Mr. Kotwal’s intention to retire, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release dated August 21, 2024.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

U.S. BANCORP

By: /s/ James L. Chosy

James L. Chosy

Senior Executive Vice President and
General Counsel

Date: August 21, 2024

EX-99.1

LOGO

Exhibit 99.1

Shailesh Kotwal to retire from U.S. Bank in first half of 2025

Search for new Payment Services leadership to begin immediately

MINNEAPOLIS (August 21, 2024) – U.S. Bancorp (NYSE: USB), parent company of U.S. Bank, announced today that Shailesh Kotwal, vice chair of Payment Services, intends to retire from the company in the first half of 2025.

“For nearly a decade, Shailesh has been a forward-looking champion of payments and money movement and a leader who has inspired our organization to expand its capabilities in a rapidly evolving area of the industry,” said Andy Cecere, U.S. Bancorp chairman and CEO. “He has been an advocate and friend, and we now have the opportunity to wish him well as he moves onto his next milestone: retirement.”

Kotwal, 60, will remain in his role for several months, and a search for new Payment Services leadership will begin immediately. He will work with the company to ensure a smooth transition for employees, clients and partners alike.

Kotwal has been with the bank since 2015, leading Payment Services and providing a key voice on the Board of Directors for Elavon Financial Services in Europe. He was a guiding force in the company’s expansion of digital- and card-based payments and money movement capabilities to consumers, businesses and institutions across two continents. All told, his career in international financial services spanned 35 years.

“We have grown our expertise, expanded our reach via partnerships, and brought innovation to millions of customers under Shailesh’s leadership,” said Gunjan Kedia, president of U.S. Bancorp. “We appreciate all Shailesh has done as payments transformed rapidly during his tenure, and we wish him all the best as he prepares for his well-earned retirement.”

###

About U.S. Bank

U.S. Bancorp, with more than 70,000 employees and $680 billion in assets as of June 30, 2024, is the parent company of U.S. Bank National Association. Headquartered in Minneapolis, the company serves millions of customers locally, nationally and globally through a diversified mix of businesses including consumer banking, business banking, commercial banking, institutional banking, payments and wealth management. U.S. Bancorp has been recognized for its approach to digital innovation, community partnerships and customer service, including being named one of the 2024 World’s Most Ethical Companies and Fortune’s most admired superregional bank. Learn more at usbank.com/about.

Contacts

Investors:

George Andersen, director of investor relations, U.S. Bancorp Investor Relations

george.andersen@usbank.com

Media:

David Palombi, executive vice president, chief communications officer, U.S. Bank Public Affairs and Communications

david.palombi@usbank.com

U.S. Bank Confidential