U.S. Bancorp has closed the sale of 1,000,000 depositary shares representing an ownership interest in its Series P Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. The transaction occurred on October 30, 2026, and was completed pursuant to a registration statement on Form S-3 (SEC File No. 333-294133) that became automatically effective upon filing on March 9, 2026.
The preferred stock has a par value of $1.00 per share and a liquidation preference of $25,000 per share. Each depositary share represents ownership of 1/25th of a share of the Preferred Stock. The shares were sold through an underwriting agreement dated October 21, 2026, involving U.S. Bancorp Investments, Inc., Barclays Capital Inc., and Morgan Stanley & Co. LLC as representatives of the underwriters.
Accompanying the sale, U.S. Bancorp filed a Certificate of Designations on October 29, 2026, to amend its Restated Certificate of Incorporation. This document establishes the designations, preferences, limitations, and relative rights of the Series P Preferred Stock. Additional documents filed with this report include a Deposit Agreement dated October 30, 2026, by and among the Company, U.S. Bank Trust Company, National Association, and the holders of the depositary receipts, as well as a validity opinion from Willkie Farr & Gallagher LLP.
