8-KCorporate ChangesOther EventsExhibits & Filings

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Feb 13, 2017)

Filed February 13, 2017For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp filed an 8-K report on February 13, 2017, to disclose the closing of its sale of 1,000,000 depositary shares. Each depositary share represents a 1/25th interest in a share of the Company's Series J Non-Cumulative Perpetual Preferred Stock. This issuance was conducted under an existing registration statement and was finalized on February 13, 2017, with the filing of a Certificate of Designations on February 8, 2017, to establish the terms of this preferred stock. The primary purpose of this filing is to formally announce the completion of the preferred stock offering. Investors should note that this is a financing activity, raising capital for the company through the issuance of preferred equity. The details of the underwriting, the preferred stock itself, and the depositary arrangements are all publicly filed as exhibits to this report, providing transparency on the terms and conditions of this transaction.

Key Highlights

  • 1U.S. Bancorp closed the sale of 1,000,000 depositary shares representing ownership of Series J Non-Cumulative Perpetual Preferred Stock.
  • 2Each depositary share represents a 1/25th interest in a share of the preferred stock.
  • 3The preferred stock has a par value of $1.00 per share and a liquidation preference of $25,000 per share.
  • 4The issuance was registered under a Form S-3 registration statement effective April 18, 2014.
  • 5A Certificate of Designations for the Series J Preferred Stock was filed on February 8, 2017.
  • 6Key documents related to the offering, including underwriting agreements and deposit agreements, are filed as exhibits.
  • 7This transaction represents a capital raise for U.S. Bancorp through the issuance of preferred equity.

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