8-KCorporate ChangesExhibits & Filings

US BANCORP \DE\ 8-K Report, Bylaw Amendment (Apr 20, 2022)

Filed April 20, 2022For Securities:USBUSB-PHUSB-PPUSB-PRUSB-PQUSB-PSUSB-PA

Summary

U.S. Bancorp (USB) filed an 8-K on April 19, 2022, to report the official elimination of its Series F, Series H, and Series I Non-Cumulative Perpetual Preferred Stock from its Restated Certificate of Incorporation. These actions were effective upon filing with the Delaware Secretary of State. Importantly, at the time of these filings, none of the aforementioned preferred stock series were issued or outstanding, meaning this action does not impact any current shareholders or outstanding securities of these specific preferred stock classes. The company also filed an updated Restated Certificate of Incorporation to reflect these eliminations and to consolidate its charter documents. For investors, this filing signifies a housekeeping measure to clean up the corporate charter by removing provisions for preferred stock series that were never issued or have been retired. It does not represent a change in the company's capital structure, financial performance, or strategic direction. The primary takeaway is the simplification of U.S. Bancorp's corporate governance structure.

Key Highlights

  • 1U.S. Bancorp officially eliminated Series F, Series H, and Series I Non-Cumulative Perpetual Preferred Stock from its charter.
  • 2The eliminations were effective upon filing with the Delaware Secretary of State on April 19, 2022.
  • 3Crucially, no shares of these preferred stock series were outstanding at the time of elimination.
  • 4A new Restated Certificate of Incorporation was filed to reflect these changes and consolidate existing provisions.
  • 5This filing is considered a corporate housekeeping matter, simplifying the company's charter.
  • 6No impact on existing common shareholders or current capital structure is indicated by this event.
  • 7Exhibits detailing the Certificates of Elimination and the Restated Certificate of Incorporation are provided.

Frequently Asked Questions

The main purpose of this 8-K filing is to inform the public and regulators that U.S. Bancorp has officially removed the provisions for its Series F, Series H, and Series I Non-Cumulative Perpetual Preferred Stock from its corporate charter. This is a formal step to clean up the company's governance documents.

No, this filing is not expected to affect current shareholders. The filing explicitly states that no shares of the Series F, Series H, or Series I Preferred Stock were issued or outstanding at the time of their elimination. Therefore, there are no existing holders of these specific preferred stock classes whose rights would be impacted.

Companies may retain authorizations for preferred stock series in their charters for various strategic reasons, but over time, some may become obsolete or unnecessary. Eliminating them simplifies the corporate charter, removes potential confusion, and streamlines corporate governance. It's often a proactive measure to maintain a clean and current set of legal documents.

No, there are no direct financial implications for U.S. Bancorp as a result of this filing. Since the preferred stock series in question were never issued, their elimination does not alter the company's outstanding share count, equity structure, or financial obligations.