Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 24, 2023, the Board of Directors of U.S. Bancorp (the "Company") elected Alan B. Colberg as a director of the Company, effective immediately. Mr. Colberg will serve on the Audit and Public Responsibility Committees. He will receive compensation in accordance with the Company's standard compensation arrangements for non-employee directors, which are described under the heading "Director compensation" in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 8, 2022.

A copy of the press release issued by the Company on January 24, 2023, announcing Mr. Colberg's election to the Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, on January 24, 2023, Olivia F. Kirtley, a director of the Company, notified the Company of her decision to retire from the Company's Board of Directors following expiration of her current term at the Company's 2023 Annual Meeting of Shareholders. Ms. Kirtley's decision to retire, after reaching the age of 72, was for personal reasons and not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



99.1      Press release dated January 24, 2023

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



                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses