UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
Replacement Capital Covenants
Reference is hereby made to certain of U.S. Bancorp’s (the “Company”) replacement capital covenants, as amended from time to time, executed: (i) March 17, 2006, relating to and in connection with USB Capital IX’s issuance of 6.189% Fixed-to-Floating Rate Normal Income Trust Securities; (ii) March 27, 2006, relating to and in connection with the Company’s issuance of depositary shares representing a 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock; and (iii) December 22, 2006, relating to and in connection with USB Realty Corp.’s issuance of Fixed-to-Floating Rate Exchangeable Non-Cumulative Perpetual Series A Preferred Stock (together, as amended, the “Replacement Capital Covenants”). Additional information with respect to the terms of the Replacement Capital Covenants is summarized in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2024.
The Company’s 7.50% Subordinated Debentures due 2026 (the “Subordinated Notes”) were previously designated as the covered debt under the Replacement Capital Covenants. Effective June 1, 2024, the Subordinated Notes will cease being covered debt under each Replacement Capital Covenant and effective as of June 1, 2024, the Company’s 2.491% Fixed Rate Reset Subordinated Notes due November 3, 2036 (CUSIP No. 91159HJB7) will become the covered debt with respect to, and in accordance with, the terms of the Replacement Capital Covenants for the 6.189% Fixed-to-Floating Rate Normal Income Trust Securities of USB Capital IX, the Series B Non-Cumulative Perpetual Preferred Stock of the Company and the Fixed-to-Floating Rate Exchangeable Non-Cumulative Perpetual Series A Preferred Stock of USB Realty Corp. The Replacement Capital Covenants and related amendments are filed as exhibits hereto and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 |
99.2 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 |
Date: May 31, 2024
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