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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 26, 2024
(Date of earliest event reported)
U.S. BANCORP
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 1-6880 | 41-0255900 | |
| (Commission file number) | (IRS Employer Identification No.) |
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices, including zip code)
(651) 466-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol |
Name of each exchange on which registered |
||
| Common Stock, $.01 par value per share | USB | New York Stock Exchange | ||
| Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrA | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrH | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrP | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrQ | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrR | New York Stock Exchange | ||
| Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00) | USB PrS | New York Stock Exchange | ||
| Floating Rate Notes, Series CC (Senior), due May 21, 2028 | USB/28 | New York Stock Exchange | ||
| 4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032 | USB/32 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| ☐ | Emerging growth company |
| ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 27, 2024, U.S. Bancorp (the “Company”) announced certain organizational changes, including that Timothy A. Welsh will cease to serve as Vice Chair, Consumer and Business Banking, effective July 31, 2024. Mr. Welsh will remain employed by the Company and serve in an advisory role to the Company’s President through October 4, 2024.
A copy of the press release issued by the Company on June 27, 2024, announcing these organizational changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press release dated June 27, 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: June 27, 2024
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Exhibit 99.1
News Release
Tim Welsh to leave U.S. Bank; Arijit Roy promoted to expanded role
Succession plan allows for smooth transition and continued focus on consumer and business banking clients
MINNEAPOLIS (June 27, 2024) – U.S. Bancorp (NYSE: USB), parent company of U.S. Bank, announced today that Tim Welsh, vice chair of Consumer and Business Banking, intends to leave the organization after seven years to focus on his many community activities and additional career interests.
“During the course of nearly 30 years in financial services, consumer experience, and global learning and development, Tim has been a trusted colleague and purpose-driven leader,” said Andy Cecere, U.S. Bancorp chairman and CEO. “He has been an advocate for our customers, a keen contributor to the communities where we live and work, and a consummate professional who helped move us forward. We will miss his contributions and heart.”
Welsh will remain in his role through July to help the company enact its succession plan and then support executive leadership in an advisory position through early October.
Arijit Roy will assume an expanded role leading the U.S. Bank Consumer and Business Banking products organization, reporting to Gunjan Kedia, U.S. Bancorp president. Also reporting to Kedia will be Sekou Kaalund, head of Branch Banking, and Tom Wind, head of Consumer Lending.
“Arijit is a tremendous leader who joined U.S. Bank in 2022, bringing with him a wealth of experience in integrating product, channel and strategy in financial services,” Kedia said. “He quickly acclimated to the U.S. Bank culture and has a vast understanding of our clients, products and services, partnerships and unique offering that will help us accelerate growth. I appreciate how he has embraced his new opportunities and look forward to seeing him succeed in his expanded capacity.”
Before coming to U.S. Bank, Roy, 47, worked in important leadership positions at Truist, Discover Financial Services and McKinsey and Company. He holds master’s degrees from Harvard Business School and Virginia Tech, and a bachelor’s degree from Manipal Institute of Technology.
“Along with Arijit, Sekou and Tom offer insight and expertise that are vital components of our organizational success, and they will be key contributors in our ongoing efforts to provide quality, consistency and an unparalleled experience to our clients in the branches and mortgage space,” Kedia added. “These three leaders have been steady, strategic partners to the organization during their tenures with the company and are well equipped to lead the Consumer and Business Banking organization effectively into the future in alignment and close collaboration with our other revenue lines and enabling functions.”
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About U.S. Bank
U.S. Bancorp, with more than 70,000 employees and $684 billion in assets as of March 31, 2024, is the parent company of U.S. Bank National Association. Headquartered in Minneapolis, the company serves millions of customers locally, nationally and globally through a diversified mix of businesses including consumer banking, business banking, commercial banking, institutional banking, payments and wealth management. U.S. Bancorp has been recognized for its approach to digital innovation, community partnerships and customer service, including being named one of the 2024 World’s Most Ethical Companies and Fortune’s most admired superregional bank. Learn more at usbank.com/about.
Contacts
Investors:
George Andersen, director of investor relations, U.S. Bancorp Investor Relations
612.303.3620; george.andersen@usbank.com
Media:
Jeff Shelman, senior vice president and head of external enterprise communications, U.S. Bank Public Affairs and Communications
612.422.1423; jeffrey.shelman@usbank.com
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