# U.S. Bancorp (USB) — Recent Events

## Filings that contain financial statements

- **Form 8-K, accession 0000036104-26-000039 (filed July 16, 2026)** — Exhibit 99.1 furnishes the second-quarter 2026 earnings release, with income statement, balance sheet and per-share data for the quarter ended June 30, 2026; Exhibit 99.2 furnishes the accompanying 2Q26 earnings supplement with additional detailed schedules.
- **Form 8-K, accession 0000036104-26-000021 (filed April 16, 2026)** — Exhibit 99.1 furnishes the first-quarter 2026 earnings release (quarter ended March 31, 2026); Exhibit 99.2 furnishes the 1Q26 earnings supplement.
- **Form 8-K, accession 0000036104-26-000005 (filed January 20, 2026)** — Exhibit 99.1 furnishes the fourth-quarter and full-year 2025 earnings release (period ended December 31, 2025), including full-year 2025 and 2024 comparatives; Exhibit 99.2 furnishes the 4Q25 earnings supplement.
- **Form 8-K, accession 0000036104-25-000060 (filed October 16, 2025)** — Exhibit 99.1 furnishes the third-quarter 2025 earnings release (quarter ended September 30, 2025); Exhibit 99.2 furnishes the 3Q25 earnings supplement.
- **Form 8-K, accession 0000036104-25-000044 (filed July 17, 2025)** — Exhibit 99.1 furnishes the second-quarter 2025 earnings release (quarter ended June 30, 2025); Exhibit 99.2 furnishes the 2Q25 earnings supplement.
- **Form 10-Q, accession 0000036104-26-000044 (filed August 6, 2026)** — full unaudited consolidated financial statements (income statement, balance sheet, cash flows) for the quarter and six months ended June 30, 2026.
- **Form 10-K, accession 0000036104-26-000011 (filed February 23, 2026)** — full audited consolidated financial statements for fiscal year 2025.

## Mergers and acquisitions

**BTIG acquisition — signed January 2026, closed June 1, 2026.** On January 12, 2026, U.S. Bancorp entered into a definitive merger agreement to acquire Condor Trading LP and its subsidiaries, including BTIG, LLC, a financial services firm specializing in institutional equity sales and trading, investment banking, research and prime brokerage. Consideration was targeted at $725 million payable at closing ($362.5 million in cash and 6,600,594 shares of U.S. Bancorp common stock), plus up to an additional $275 million of contingent cash consideration payable over three years subject to achievement of defined performance targets, for total consideration of up to $1 billion (Form 8-K, accession 0001193125-26-011142, filed January 13, 2026). U.S. Bancorp completed the acquisition of BTIG on June 1, 2026: at closing, the company paid approximately $395 million of cash and issued 6.6 million shares of common stock, with the $275 million contingent tranche unchanged. Preliminary goodwill of $613 million was recorded in the transaction. Results for the second quarter of 2026 reflect one month of BTIG's contribution to noninterest income and noninterest expense, as well as the impact of shares issued as merger consideration on shareholders' equity (Form 10-Q, accession 0000036104-26-000044, filed August 6, 2026, Note 3; Form 8-K, accession 0000036104-26-000039, filed July 16, 2026.)

## Earnings

- **Second quarter 2026** (reported July 16, 2026): net income attributable to U.S. Bancorp of $2.2 billion, diluted earnings per common share of $1.35 (up 21.6% year-over-year), net interest income up 7.7% and noninterest income up 13.7% year-over-year, aided by the BTIG contribution. Common equity tier 1 capital ratio was 10.8% at June 30, 2026. (Form 8-K, accession 0000036104-26-000039.)
- **First quarter 2026** (reported April 16, 2026): net revenue of $7,288 million, net income of $1,945 million (up 14% year-over-year), diluted EPS of $1.18 (up 15% year-over-year), return on average assets of 1.15%, efficiency ratio of 58.2%, and CET1 ratio of 10.8% at March 31, 2026. (Form 8-K, accession 0000036104-26-000021.)
- **Fourth quarter and full-year 2025** (reported January 20, 2026): record quarterly net revenue of $7,365 million and record full-year net revenue of $28,656 million; fourth-quarter net income of $2,045 million (up 23.0% year-over-year) and diluted EPS of $1.26; full-year 2025 net income of $7,570 million and diluted EPS of $4.62. CET1 ratio was 10.8% at December 31, 2025. (Form 8-K, accession 0000036104-26-000005.)
- **Third quarter 2025** (reported October 16, 2025): record net revenue of $7,329 million, net income of $2,001 million (up 16.7% year-over-year), diluted EPS of $1.22, and CET1 ratio of 10.9% at September 30, 2025. (Form 8-K, accession 0000036104-25-000060.)
- **Second quarter 2025** (reported July 17, 2025): net income of $1,815 million (up 13.2% year-over-year), diluted EPS of $1.11, net revenue of $7,004 million (up 2.0% year-over-year), and CET1 ratio of 10.7% at June 30, 2025. (Form 8-K, accession 0000036104-25-000044.)

## Capital actions

- **June 24, 2026** — U.S. Bancorp announced that its Federal Reserve Stress Capital Buffer requirement will remain unchanged at 2.6% until October 1, 2027, and announced plans to raise its quarterly common stock dividend from $0.52 to $0.54 per share, subject to board approval, beginning in the third quarter of 2026. As of March 31, 2026, the company had $4.1 billion of remaining capacity under its $5 billion share repurchase program. (Form 8-K, accession 0000036104-26-000035.)
- **July 1, 2025** — U.S. Bancorp disclosed a preliminary Stress Capital Buffer requirement of 2.6% based on the Federal Reserve's 2025 Dodd-Frank Act Stress Test, and announced planned capital actions including an increase in the quarterly common stock dividend from $0.50 to $0.52 per share, starting in the third quarter of 2025. (Form 8-K, accession 0000036104-25-000039.)
- **March 9, 2026** — U.S. Bancorp established a medium-term note program for issuance of Series EE (senior) and Series FF (subordinated) medium-term notes, registered under a Form S-3 shelf registration. (Form 8-K, accession 0001193125-26-098675.)
- **April 8, 2026** — Effective January 1, 2026, U.S. Bancorp made presentation reclassifications to its consolidated statement of income and balance sheet (renaming and regrouping certain fee revenue and loan categories) with no impact on historical total net revenues, provision for credit losses, operating expenses, net income, total loans, total assets, or per-share results. Conforming unaudited historical financial information was furnished as an exhibit. (Form 8-K, accession 0000036104-26-000017.)

## Board and management changes

- **January 27, 2026** — Andrew Cecere, Chairman of the Board, informed the board he will not stand for re-election at the 2026 annual meeting, citing personal reasons after 40 years with the company. Gunjan Kedia, CEO and President, was elected to also serve as Chairman effective upon Cecere's retirement from the board on April 21, 2026. (Form 8-K, accession 0001193125-26-026195.)
- **January 27, 2026** — The board adopted a new U.S. Bank Executive Change in Control Severance Plan for executive officers and certain other officers, providing lump-sum cash severance (two times base salary, two times target annual incentive, a pro-rated incentive award, and six months of health coverage cost) upon a qualifying termination within 24 months of a change in control. (Form 8-K, accession 0001193125-26-029382.)
- **April 21, 2026** — At the 2026 annual meeting, shareholders elected all twelve director nominees, approved (on an advisory basis) executive compensation, and ratified Ernst & Young LLP as independent auditor for fiscal year 2026. (Form 8-K, accession 0001193125-26-173818.)