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 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
On October 15, 2024, U.S. Bancorp (the “Company”) sent a notice to its executive officers and directors informing them that the Company is changing the recordkeeper, trustee and investment fund options for the U.S. Bank 401(k) Savings Plan (the “401(k) Plan”) and that, as a result of these changes, there will be a blackout period that is expected to begin on December 24, 2024 and end during the week of January 12, 2025. During the blackout period, participants in the 401(k) Plan will be unable to transfer assets from most funds to other funds, obtain loans, pay off loans, take distributions (including hardship distributions), and direct or diversify investments in the 401(k) Plan’s U.S. Bancorp stock fund.
In accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the notice informed the Company’s executive officers and directors of the blackout period and the restrictions on purchasing, selling or otherwise acquiring or transferring any of the Company’s common stock that apply to them during the blackout period.
During the blackout period and for a period of two years thereafter, stockholders or other interested persons may obtain, without charge, information about the blackout period, including the actual beginning and end dates of the blackout period, by contacting: U.S. Bancorp, Attention: Corporate Secretary, at 800 Nicollet Mall, BC-MN-21SE, Minneapolis, Minnesota 55402 or (651) 466-3000.
A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Notice of Blackout Period to Executive Officers and Directors of U.S. Bancorp dated October 15, 2024. | |
| 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 General Counsel | ||||
Date: October 15, 2024
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