US BANCORP \DE\ — Regulatory Filings 2021

Feb 2, 2021

8-A12B 1 tm214004d5_8a12b.htm 8-A12B

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

U.S. Bancorp

(Exact name of registrant as specified in its charter)

Delaware	41-0255900
(State of incorporation or organization)	(I.R.S. Employer Identification No.)

800 Nicollet Mall Minneapolis, Minnesota 55402

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Depositary Shares each representing a 1/1,000 th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock	The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-237082

Securities to be registered pursuant to Section 12(g) of the Act: None

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Item 1. Description of Registrant’s Securities to be Registered

The description of the Depositary Shares being registered hereby, including the Series M Non-Cumulative Perpetual Preferred Stock which is represented by the Depositary Shares, is set forth in the Prospectus included in the Registration Statement on Form S-3 (No. 333-237082) of U.S. Bancorp (the “Company”), as filed with the Commission on March 11, 2020, and the final Prospectus Supplement dated January 26, 2021, as filed with the Commission on January 28, 2021, pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.

Item 2. Exhibits

The following exhibits are filed herewith and with the New York Stock Exchange LLC.

Exhibit No.	Description
4.1	Certificate of Designations of U.S. Bancorp
with respect to Series M Non-Cumulative Perpetual Preferred Stock filed with the Delaware Secretary of State on February 1,
2021 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of U.S. Bancorp filed February 2,
2021).
4.2	Deposit Agreement dated February 2, 2021 among U.S.
Bancorp, U.S. Bank National Association and the holders from time to time of the depositary receipts described therein (incorporated
by reference to Exhibit 4.3 of the Current Report on Form 8-K of U.S. Bancorp filed February 2, 2021).
4.3	Form of Depositary Receipt (included as part of
Exhibit 4.2).

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Signatures

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: February 2, 2021
U.S. Bancorp
By:	/s/ James L. Chosy
Name:	James L. Chosy
Title:	Senior Executive Vice President and General Counsel

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