8-KOther EventsExhibits & Filings

US BANCORP \DE\ 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Oct 14, 2010)

Filed October 14, 2010For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

This 8-K filing from U.S. Bancorp (USB), dated October 14, 2010, informs investors about a temporary suspension of trading for executive officers and directors under the company's 401(k) Savings Plan. This "blackout period" is a mandatory regulatory requirement under Sarbanes-Oxley Act (SOX) and SEC Regulation BTR, designed to protect participants by preventing insider trading during critical plan transitions. The primary reason for this blackout is U.S. Bancorp's transition to a new investment fund structure within its 401(k) plan. While this measure impacts internal trading activities for a limited group of individuals and is standard practice for such operational changes, investors should note the specific dates: the blackout will commence on November 29, 2010, and conclude on December 12, 2010. This period ensures the integrity and accuracy of transactions during the fund migration.

Key Highlights

  • 1U.S. Bancorp is implementing a temporary "blackout period" for its 401(k) Savings Plan affecting executive officers and directors.
  • 2This blackout period is mandated by Section 306 of the Sarbanes-Oxley Act (SOX) and SEC Regulation BTR.
  • 3The purpose of the blackout is to facilitate a transition to a new investment fund structure within the 401(k) plan.
  • 4The blackout period will begin at 3:00 p.m. Central time on November 29, 2010.
  • 5The blackout period is expected to end on December 12, 2010.
  • 6During the blackout, executive officers and directors are prohibited from trading U.S. Bancorp securities acquired through the employee benefit plan.
  • 7The filing includes a notice to executive officers and directors regarding this blackout period as an exhibit.

Frequently Asked Questions

A blackout period, as defined by Sarbanes-Oxley Act (SOX) and SEC regulations, is a temporary suspension of trading for participants in an employee benefit plan, specifically executive officers and directors in this case. It prevents them from buying, selling, or otherwise transferring company stock held within the plan during a specific timeframe.

U.S. Bancorp is implementing this blackout period to transition its 401(k) Savings Plan to a new investment fund structure. This operational change requires a period where transactions within the plan must be temporarily halted to ensure data integrity and smooth execution of the fund migration.

This specific blackout period, as detailed in this Form 8-K, only affects U.S. Bancorp's executive officers and directors with respect to their ability to trade company securities held within the company's 401(k) Savings Plan. It does not necessarily impact all employees' ability to trade company stock obtained through other means or through different plans.

The blackout period begins at 3:00 p.m. Central time on November 29, 2010, and is scheduled to conclude on December 12, 2010.