U.S. Bancorp Closes $990M Offering of Series P Preferred Stock Depositary Shares

Executive Summary

On October 30, 2026, U.S. Bancorp (NYSE: USB) filed a Current Report on Form 8-K disclosing the creation and issuance of its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock and the closing of a public offering of 1,000,000 depositary shares representing interests in such stock.

Key Event Details

• Certificate of Designations (Item 5.03 / Item 3.03):

  • On October 29, 2026, the company filed a Certificate of Designations amending its Restated Certificate of Incorporation to establish the terms, preferences, limitations, and relative rights of the Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock (par value $1.00 per share, liquidation preference of $25,000 per share).

• Depositary Shares Offering (Item 8.01):

  • On October 30, 2026, U.S. Bancorp closed the public offering of 1,000,000 Depositary Shares, with each depositary share representing a 1/25th fractional interest in a share of Series P Preferred Stock ($1,000 liquidation preference per depositary share).
  • The purchase price to the underwriters was $990.00 per Depositary Share, generating aggregate gross proceeds to the company of $990,000,000 before offering expenses.
  • The offering was executed under an Underwriting Agreement dated October 21, 2026, with U.S. Bancorp Investments, Inc., Barclays Capital Inc., and Morgan Stanley & Co. LLC acting as representatives of the underwriters.

Capital Structure & Market Impact

• Regulatory Capital: The issuance of non-cumulative perpetual preferred stock strengthens U.S. Bancorp's Tier 1 capital ratio under regulatory capital rules.
• Market Impact: Expected to be neutral-to-modest as this represents a standard capital management activity and refinancing/funding exercise for a large regional bank holding company.