Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 25, 2021, U.S. Bancorp, a Delaware corporation (the "Company"), filed a Certificate of Designations for the purpose of amending its Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of its Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, par value $1.00 per share and a liquidation preference of $25,000 per share (the "Preferred Stock"). A copy of the Certificate of Designations is attached hereto as Exhibit 4.1 and is incorporated herein by reference.





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Item 8.01. Other Events.

On October 26, 2021, the Company closed the sale of 1,500,000 depositary shares (the "Depositary Shares"), with each Depositary Share representing ownership of 1/25th of a share of the Company's Preferred Stock, which were registered pursuant to a registration statement on Form S-3 (SEC File No. 333-237082), which was automatically effective on March 11, 2020 (the "Registration Statement"). The following documents are being filed with this report on Form 8-K and shall be incorporated by reference into the Registration Statement: (i) Underwriting Agreement, dated October 19, 2021, between the Company and U.S. Bancorp Investments, Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named in Schedule I thereto, which incorporates by reference the U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock, Which May Be Represented by Depositary Shares) (October 19, 2021); (ii) Certificate of Designations of the Company, dated October 25, 2021; (iii) form of certificate representing the Company's Preferred Stock; (iv) Deposit Agreement, dated as of October 26, 2021, among U.S. Bancorp, U.S. Bank National Association and the holders from time to time of the depositary receipts described therein; (v) form of depositary receipt representing the Depositary Shares; and (vi) validity opinion with respect to the Depositary Shares and the Preferred Stock.

Item 9.01. Financial Statements and Exhibits.





(d)      Exhibits.

  1.1      Underwriting Agreement, dated October 19, 2021, between the Company and
         U.S. Bancorp Investments, Inc. and Goldman Sachs & Co. LLC, as
         representatives of the underwriters named in Schedule I thereto.

  1.2      U.S. Bancorp Underwriting Agreement Standard Provisions (Preferred Stock,
         Which May Be Represented by Depositary Shares) (October 19, 2021).

  4.1      Certificate of Designations of U.S. Bancorp with respect to Series N
         Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock, dated October
         25, 2021.

  4.2      Form of certificate representing the Series N Fixed Rate Reset
         Non-Cumulative Perpetual Preferred Stock.

  4.3      Deposit Agreement, dated as of October 26, 2021, among U.S. Bancorp, U.S.
         Bank National Association and the holders from time to time of the
         depositary receipts described therein.

  4.4      Form of depositary receipt (included as part of Exhibit 4.3).

  5.1      Validity opinion of Mayer Brown LLP.

  23.1     Consent of Mayer Brown LLP (included as part of Exhibit 5.1).

104      Cover Page Interactive Data File (embedded within the Inline XBRL document)




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