US BANCORP \DE\

U.S. Bancorp is a financial services holding company headquartered in Minneapolis, Minnesota, serving millions of local, national and global customers. The company provides a full range of financial services, including lending and depository services, cash management, capital markets, and trust and investment management services, and also engages in credit card services, merchant and ATM processing, mortgage banking, insurance, brokerage and leasing. Its banking subsidiary, U.S. Bank National Association (USBNA), is engaged in the general banking business principally in domestic markets and holds all of the company's consolidated deposits of $522.2 billion ¹ at December 31, 2025. Banking and investment services are provided through a network of 2,075 branches ² across 26 states and a network of 4,428 ATMs ³ as of December 31, 2025.

The financial services industry is highly competitive and constantly evolving. The company competes with other commercial banks, savings and loan associations, mutual savings banks, finance companies, mortgage banking companies, credit unions, investment companies, credit card companies, custody banks, trust companies, asset managers, investment advisers and a variety of other financial services, advisory and technology companies, including financial technology companies (fintechs). Competition is based on factors including customer service, quality and range of products and services offered, price, reputation, interest rates on loans and deposits, lending limits, experience, relationships and customer convenience, including the ability to address customer needs by using technology.

U.S. Bancorp generates revenue through a diversified business model encompassing lending and depository services, cash management, capital markets, trust and investment management services, credit card services, merchant and ATM processing, mortgage banking, insurance, brokerage and leasing. The company's major business segments are Wealth, Corporate, Commercial and Institutional Banking, Consumer and Business Banking, Payment Services, and Treasury and Corporate Support. A significant percentage of consumer transactions are completed using USBNA's digital banking services, both online and through its digital app.

The Wealth, Corporate, Commercial and Institutional Banking segment provides core banking, specialized lending, transaction and payment processing, capital markets, asset management, and brokerage and investment related services to wealth, middle market, large corporate, commercial real estate, government and institutional clients. The Consumer and Business Banking segment comprises consumer banking, small business banking and consumer lending, with products and services delivered through banking offices, telephone servicing and sales, online services, direct mail, ATMs, mobile devices, distributed mortgage loan officers, and intermediary relationships including auto dealerships, mortgage banks, and strategic business partners. The Payment Services segment includes consumer and business credit cards, stored-value cards, debit cards, corporate, government and purchasing card services and merchant processing. The Treasury and Corporate Support segment includes the company's investment portfolios, funding, capital management, interest rate risk management, income taxes not allocated to the business segments, including most investments in tax-advantaged projects, and the residual aggregate of those expenses associated with corporate activities that are managed on a consolidated basis. The company is also one of the largest providers of corporate and purchasing card services and corporate trust services in the United States.

In January 2026, the company announced that it entered into a definitive agreement to acquire BTIG for a purchase price of up to $1 billion ⁴, consisting of a targeted amount of $725 million ⁵ ($362.5 million ⁶ of cash and 6,600,594 ⁷ shares of the company's common stock) to be paid at closing and up to an additional $275 million ⁸ of cash consideration payable over three years, subject to achievement of defined performance targets. The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and satisfaction of applicable closing conditions. The company also recognized additional noninterest expense of $136 million ⁹ in 2024 for the FDIC special assessment. On September 12, 2024, the Board of Directors authorized a share repurchase program to repurchase up to $5.0 billion ¹⁰ of its common stock, effective September 13, 2024. During the fourth quarter of 2025, the company repurchased 2,546,428 ¹¹ shares of common stock at an average price of $48.08 ¹² per share.

As of December 31, 2025, the company employed a total of 68,520 ¹³ employees globally. During 2025, employees completed over 1.7 million ¹⁴ hours of training through the company's enterprise learning programs. The company's banking subsidiary, USBNA, holds all of the company's consolidated deposits of $522.2 billion ¹⁵ at December 31, 2025. The company operates a network of 2,075 branches ¹⁶ across 26 states and 4,428 ATMs ¹⁷ as of December 31, 2025.

The pending acquisition of BTIG represents a major growth vector for the company. BTIG is a global financial services firm specializing in institutional trading, investment banking, research and related brokerage services. The purchase price is up to $1 billion ¹⁸, consisting of a targeted amount of $725 million ¹⁹ ($362.5 million ²⁰ of cash and 6,600,594 ²¹ shares of the company's common stock) to be paid at closing and up to an additional $275 million ²² of cash consideration payable over three years, subject to achievement of defined performance targets. The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and satisfaction of applicable closing conditions.

The company is investing in technology and digital capabilities to support growth. The company launched a new learning platform through its Skills Academy and an 'AI Essentials Channel' on Skills Academy, designed to help team members build skills in effectively using company-approved artificial intelligence tools in their daily work. The company also hosted its second annual development event for all employees in 2025, which focused on topics ranging from communications to the future of banking.

The company recognized additional noninterest expense of $136 million ²³ in 2024 for the FDIC special assessment. The FDIC finalized a rule to increase the initial base deposit insurance assessment rate schedules for all insured depository institutions by two basis points, beginning with the first quarterly assessment period of 2023. In December 2025, the FDIC released an interim final rule that reduces the assessment rate for the eighth collection quarter under the Special Assessment Rule and indicates that the FDIC will not continue to collect additional assessments under the Special Assessment Rule subject to offset or additional collection for losses determined at the termination of the relevant receiverships.

The company's current workforce strategy is focused on promoting in-person engagement across more than 20 corporate hub locations, its branch network and business centers to support the company's business and customer needs. The company provides several talent development opportunities for employees to enhance skills that are critical in the current and future working environment. The company also launched a new learning platform through its Skills Academy, providing higher quality learning aligned to critical skills.

On September 12, 2024, the Board of Directors authorized a share repurchase program to repurchase up to $5.0 billion ²⁴ of its common stock, effective September 13, 2024. As of December 31, 2025, approximately $4,389 million ²⁵ remained available under the program. The company maintains an active cash balance pension program for its U.S. employees, including newly hired employees, in addition to its competitive 401(k) matching program.

The company faces structural headwinds from changes in interest rates, increases in unemployment rates, deterioration in the credit quality of its loan portfolios or in the value of the collateral securing those loans, and changes in commercial real estate occupancy rates. The company also faces risks related to changes in trade policy, including the imposition of tariffs or the impacts of retaliatory tariffs, and increases in FDIC assessments, including due to bank failures.

The company faces execution risks related to the pending acquisition of BTIG, including that the expected benefits may take longer than anticipated to achieve or may not be achieved in entirety or at all and the costs relating to the combination may be greater than expected. The company also faces risks related to originating and selling mortgages, including repurchase and indemnity demands, and related to its role as a loan servicer.

The company faces material risks from deterioration in the credit quality of its loan portfolios or in the value of the collateral securing those loans, particularly given the $522.2 billion ²⁶ in consolidated deposits and the significant loan portfolio. Changes in commercial real estate occupancy rates and increases in unemployment rates could adversely affect the company's asset quality and revenues. The company is exposed to interest rate risk, as changes in interest rates could materially affect net interest income and the values of its assets and liabilities. The pending acquisition of BTIG for a purchase price of up to $1 billion ²⁷ introduces integration risk, including that expected benefits may take longer than anticipated to achieve or may not be achieved in entirety or at all and that costs may be greater than expected. The company also faces risks related to originating and selling mortgages, including repurchase and indemnity demands, and related to its role as a loan servicer.

Management's message emphasizes the company's commitment to supporting, engaging and continuously upskilling its workforce to meet evolving corporate and customer needs. The company's current workforce strategy is focused on promoting in-person engagement across more than 20 corporate hub locations, its branch network and business centers. Management highlights the company's talent development opportunities, including the second annual development event for all employees in 2025 and the launch of a new learning platform through its Skills Academy. The company also launched an 'AI Essentials Channel' on Skills Academy to help team members build skills in using company-approved artificial intelligence tools.