Form 8-K - Current report

US BANCORP DE Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00) 4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032 0000036104 false 0000036104 2025-01-28 2025-01-28 0000036104 us-gaap:CommonStockMember 2025-01-28 2025-01-28 0000036104 us-gaap:SeriesAPreferredStockMember 2025-01-28 2025-01-28 0000036104 us-gaap:SeriesBPreferredStockMember 2025-01-28 2025-01-28 0000036104 usb:SeriesKPreferredStockMember 2025-01-28 2025-01-28 0000036104 usb:SeriesLPreferredStockMember 2025-01-28 2025-01-28 0000036104 usb:SeriesMPreferredStockMember 2025-01-28 2025-01-28 0000036104 usb:SeriesOPreferredStockMember 2025-01-28 2025-01-28 0000036104 usb:SeriesCCSeniorFloatingMember 2025-01-28 2025-01-28 0000036104 usb:SeriesCCSeniorFixedToFloatingMember 2025-01-28 2025-01-28

 

 

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: January 28, 2025

(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)

[phone]

(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.

At a meeting held on January 28, 2025, the Board of Directors of U.S. Bancorp (the “Board”) elected Gunjan Kedia, 54, to the position of President and Chief Executive Officer of U.S. Bancorp and U.S. Bank National Association (“U.S. Bank”), its principal banking subsidiary, effective April 15, 2025. Ms. Kedia has served as President of U.S. Bancorp and U.S. Bank since May 2024. Prior to that, she served as Vice Chair, Wealth, Corporate, Commercial & Institutional Banking of U.S. Bancorp and U.S. Bank from June 2023 to May 2024 and as Vice Chair, Wealth Management and Investment Services from December 2016 to June 2023. Ms. Kedia was also elected to the Board, effective immediately. Ms. Kedia is serving on the Executive Committee of the Board.

Andrew Cecere, who is currently serving as Chairman and Chief Executive Officer of U.S. Bancorp and U.S. Bank, will continue his service on the Board as Executive Chairman, effective April 15, 2025. Mr. Cecere has been Chief Executive Officer since April 2017 and Chairman since April 2018.

The base salary and target annual cash incentive award that Ms. Kedia will receive as President and Chief Executive Officer have not been determined at this time. She will receive an annual long-term incentive award, valued at $10 million as of the grant date of February 27, 2025. In accordance with the structure of all long-term incentive awards to be granted to executive officers on that date, 60% of the award’s value will be granted in the form of performance-based restricted stock units and 40% in the form of restricted stock units. The performance-based restricted stock units granted to Ms. Kedia and other executive officers in February 2025 will be earned based on the Company’s achievement of absolute and relative return on tangible common equity (“ROTCE”) targets over a three-year performance period and a total shareholder return (“TSR”) modifier based on the Company’s cumulative TSR performance relative to its financial peer group over the three-year performance period to further align the interests of our executives with the long-term interests of our shareholders. Additional information about U.S. Bancorp’s executive compensation program and ROTCE, which is a non-GAAP financial measure, can be found in its 2024 proxy statement. The terms of the compensation Mr. Cecere will receive as Executive Chairman have not been determined at this time.

During 2024, U.S. Bancorp and its banking and investment subsidiaries engaged in transactions in the ordinary course of business with Ms. Kedia and certain of her family members, and the entities with which they are associated. All loans and loan commitments and any transactions involving other financial products and services in connection with these transactions were made in the ordinary course of business, on substantially the same terms, including current interest rates and collateral, as those prevailing at the time for comparable transactions with others not related to U.S. Bancorp’s banking and investment subsidiaries and did not involve more than the normal risk of collectibility or present other unfavorable features.

A copy of the press release issued by U.S. Bancorp on January 28, 2025, to announce the Chief Executive Officer succession and the election of Ms. Kedia to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1		Press release dated January 28, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2

---

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: January 28, 2025

 

3

Exhibit 99.1

 

Gunjan Kedia to become CEO of U.S. Bancorp in mid-April

Company chairman and CEO Andy Cecere to serve in executive chairman role

MINNEAPOLIS (January 28, 2025) – U.S. Bancorp (NYSE: USB) announced today that President Gunjan Kedia will become the company’s chief executive officer at the conclusion of the organization’s annual meeting of shareholders on April 15. Kedia also was elected to the company’s Board of Directors. Current Chairman and CEO Andy Cecere will serve as executive chairman, continuing to lead the Board of Directors and supporting Kedia as she assumes her new role.

“One of the hallmarks of U.S. Bancorp is its thorough and measured approach to succession planning. The company’s bench is deep, and the talent to grow and promote from within is impressive,” said U.S. Bancorp Lead Independent Director Roland Hernandez. “We are grateful to Andy for his years of service to the company and especially his stewardship as chairman and CEO for nearly eight years; we look forward to his ongoing guidance as the company’s executive chairman. At the same time, we are inspired by Gunjan’s vision for the company, and we are confident in her ability to guide U.S. Bancorp into a vibrant and engaging future that honors the past while achieving new possibilities.”

Kedia, 54, joined U.S. Bancorp in 2016 and has been an influential leader within the bank, most recently serving as president and overseeing the revenue lines. She has spent nearly 30 years in financial services, serving in global executive positions at State Street Financial and BNY, as well as holding leadership roles at McKinsey and Company and PwC. She is a seven-time honoree on the American Banker Most Powerful Women in Banking and Finance lists and has been named twice to the Barron’s 100 Most Influential Women in U.S. Finance list. She holds a master’s degree in business administration with distinction from Carnegie Mellon University and a bachelor’s degree in engineering, also with distinction, from the Delhi School of Engineering. She sits on the board of directors for PBS, American Red Cross and Carnegie Mellon Business School.

“U.S. Bancorp is a truly special place that allows us to do meaningful work and build lasting relationships with millions of clients who are navigating some of the most important moments in their lives and organizational journeys,” Kedia said. “I am deeply honored to be trusted to lead this iconic company, and I am thankful to Andy for his leadership and his stewardship of our organization. We will build on a solid foundation of integrity and doing business the right way to drive growth. These values will continue to guide us toward an ambitious future – one we will build together.”

Cecere, 64, has spent nearly 40 years with U.S. Bancorp, serving as chairman since 2018 after assuming the CEO role in 2017 and holding prior positions as president, chief operating officer and chief financial officer. He has led the company through dynamic change during his tenure, prioritizing investments in technology, payments and digital capabilities, leading the organization through the COVID-19 pandemic, and serving as an influential figure in merger and acquisition activities that created the U.S. Bancorp of today – including the recent transaction involving Union Bank that catapulted the company’s presence in California.

“I have spent nearly 40 years at U.S. Bancorp, and I have had a front row seat to exciting and meaningful changes that have positioned our company for ongoing success. It has been a tremendous honor and a privilege I value deeply, and I believe the time is right to welcome Gunjan warmly to the role I’ve held for nearly eight years,” Cecere said. “As I said when she was appointed to president last year, she is an influential executive who understands our business, is skilled in strategic execution, and is driven to help the organization perform at our best. She is a terrific leader who is poised to confidently guide U.S. Bancorp into the future in partnership with an experienced leadership team and 70,000 dedicated employees.”

The leadership transition is expected to go into effect April 15, with Kedia and Cecere working together closely on that plan during the next three months.

###

---

About U.S. Bancorp

U.S. Bancorp, with more than 70,000 employees and $678 billion in assets as of December 31, 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, [e-mail]

Media:

Jeff Shelman, senior vice president, U.S. Bank Enterprise External Communications, [e-mail]

Document and Entity Information	Jan. 28, 2025
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Jan. 28, 2025
Entity Registrant Name	US BANCORP DE
Entity Incorporation State Country Code	DE
Entity File Number	1-6880
Entity Tax Identification Number	41-0255900
Entity Address Address Line 1	800 Nicollet Mall
Entity Address City Or Town	Minneapolis
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55402
City Area Code	651
Local Phone Number	466-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000036104
Amendment Flag	false
Common Stock, $.01 par value per share [Member]
Entity Listings [Line Items]
Security 12b Title	Common Stock, $.01 par value per share
Trading Symbol	USB
Security Exchange Name	NYSE
Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00) [Member]
Entity Listings [Line Items]
Security 12b Title	Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00)
Trading Symbol	USB PrA
Security Exchange Name	NYSE
Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00) [Member]
Entity Listings [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00)
Trading Symbol	USB PrH
Security Exchange Name	NYSE
Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00) [Member]
Entity Listings [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00)
Trading Symbol	USB PrP
Security Exchange Name	NYSE
Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00) [Member]
Entity Listings [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00)
Trading Symbol	USB PrQ
Security Exchange Name	NYSE
Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00) [Member]
Entity Listings [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00)
Trading Symbol	USB PrR
Security Exchange Name	NYSE
Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00) [Member]
Entity Listings [Line Items]
Security 12b Title	Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00)
Trading Symbol	USB PrS
Security Exchange Name	NYSE
Floating Rate Notes, Series CC (Senior), due May 21, 2028 [Member]
Entity Listings [Line Items]
Security 12b Title	Floating Rate Notes, Series CC (Senior), due May 21, 2028
Trading Symbol	USB/28
Security Exchange Name	NYSE
4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032 [Member]
Entity Listings [Line Items]
Security 12b Title	4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032
Trading Symbol	USB/32
Security Exchange Name	NYSE

---