Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table summarizes information regarding the Company’s equity compensation plans in effect as of December 31, 2025:

*(a)*The 41,129,704 shares of the Company’s common stock available for future issuance are reserved under the U.S. Bancorp 2024 Stock Incentive Plan (the “2024 Plan”). Future awards under the 2024 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock awards, or other stock-based awards.

*(b)*Includes shares of the Company’s common stock underlying stock options granted under the U.S. Bancorp 2015 Stock Incentive Plan (the “2015 Plan”).

*(c)*Includes shares of the Company's common stock underlying performance-based restricted stock units (awarded to the members of the Company's Managing Committee and settled in shares of the Company's common stock on a one-for-one basis) and restricted stock units (settled in shares of the Company's common stock on a one-for-one basis) under the 2024 Plan, the 2015 Plan, the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan and the U.S. Bancorp 2001 Stock Incentive Plan, as amended. No exercise price is paid upon vesting, and thus, no exercise price is included in the table.

*(d)*Shares of the Company’s common stock that are issuable pursuant to various active and frozen deferred compensation plans of U.S. Bancorp and its predecessor entities that provide distribution of deferred compensation deemed to be invested in U.S. Bancorp stock in the form of shares of U.S. Bancorp common stock, unless the Company chooses cash payment to the extent permitted by the applicable plan, and amounts attributable to previously surrendered stock options in the form of shares of U.S. Bancorp common stock. No exercise price is paid when shares are issued pursuant to the deferred compensation plans.

The active deferred compensation plan allows non-employee directors, and the frozen deferred compensation plans previously permitted non-employee directors and eligible employees, to defer all or part of their compensation until the earlier of retirement or termination of employment or service. Deferral elections are irrevocable. Under the plans, the deferred compensation is deemed to be invested in one of several investment alternatives at the option of the participant, including shares of U.S. Bancorp common stock. Amounts deferred are credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more of the hypothetical investment alternatives selected by the plan participant.

The 157,794 shares included in the table assume that participants in the active and frozen plans providing for distribution in the form of shares of U.S. Bancorp common stock of amounts deemed to be invested in the Company’s common stock and amounts attributable to previously surrendered stock options as of December 31, 2025, had received all amounts deemed to be invested in U.S. Bancorp common stock and attributable to previously surrendered stock options in shares of the Company’s common stock on December 31, 2025.

Additional Information

Additional information in response to this Item 12 can be found in the Proxy Statement under the heading “Security ownership of certain beneficial owners and management.” That information is incorporated into this report by reference.