8-K

U.S. BANCORP

/s/ James L. Chosy

James L. Chosy

Senior Executive Vice President and General Counsel

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: April 19, 2022

(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
0.850% Medium-Term Notes, Series X (Senior), due June 7, 2024	USB/24B	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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 19, 2022, U.S. Bancorp (the “Company”) filed with the Secretary of State of the State of Delaware the following:

a Certificate of Elimination which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series F Non-Cumulative Perpetual Preferred Stock (the “Series F Preferred Stock”);

a Certificate of Elimination which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series H Non-Cumulative Perpetual Preferred Stock (the “Series H Preferred Stock”); and

a Certificate of Elimination which, effective upon filing, eliminated from the Company’s Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Company’s Series I Non-Cumulative Perpetual Preferred Stock (the “Series I Preferred Stock”).

No shares of the Series F Preferred Stock, Series H Preferred Stock or Series I Preferred Stock were issued and outstanding at the time of the filing of the applicable Certificate of Elimination. Copies of the Certificate of Elimination with respect to the Series F Preferred Stock, Certificate of Elimination with respect to the Series H Preferred Stock and Certificate of Elimination with respect to the Series I Preferred Stock are attached as Exhibits 3.1, 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated into this Item 5.03 by reference.

On April 19, 2022, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to reflect the elimination of the Series F Preferred Stock, Series H Preferred Stock and Series I Preferred Stock and to otherwise restate and integrate the Restated Certificate of Incorporation of the Company as previously restated, amended and supplemented. The Restated Certificate of Incorporation is attached hereto as Exhibit 3.4 and is incorporated into this Item 5.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


3.1		Certificate of Elimination of Series F Non-Cumulative Perpetual Preferred Stock.

3.2		Certificate of Elimination of Series H Non-Cumulative Perpetual Preferred Stock.

3.3		Certificate of Elimination of Series I Non-Cumulative Perpetual Preferred Stock.

3.4		Restated Certificate of Incorporation.

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