US BANCORP \DE\ 8-K

What Happened

• U.S. Bancorp announced on Jan. 12, 2026 that it entered into a Merger Agreement to acquire Condor Trading LP (BTIG Parent) and its subsidiaries, including BTIG, LLC. Under the agreement, Merger Sub will merge into BTIG Parent, which will become a subsidiary of U.S. Bancorp. The transaction is subject to customary closing conditions, including regulatory approvals.
• Consideration at closing includes $362,500,000 in cash (subject to adjustments) and 6,600,594 shares of U.S. Bancorp common stock; in addition, up to $275,000,000 of contingent cash may be payable over three years based on specified revenue targets. The stock issuance is intended to be exempt from registration under Section 4(a)(2) of the Securities Act.
• The company filed a press release on Jan. 13, 2026 and posted supplemental information on its website (registered as furnished exhibits to the 8-K).

Key Details

• Agreement date: January 12, 2026; press release dated January 13, 2026.
• Cash at closing: $362,500,000 (subject to adjustments).
• Stock consideration: 6,600,594 shares of U.S. Bancorp common stock to be issued at closing.
• Contingent consideration: up to $275,000,000 payable over three years tied to revenue targets.

Why It Matters

• This transaction adds BTIG’s businesses to U.S. Bancorp’s operations, which could affect the company’s revenue mix and capabilities in capital markets and brokerage-related services.
• The deal involves a significant cash outlay, issuance of equity (6.6M shares) and possible future cash payments up to $275M, which investors should note for potential impacts on capitalization, share count and future cash flow.
• Closing is subject to regulatory approvals and other conditions; timing and final terms (including adjustments and achievement of contingent targets) will determine the ultimate financial impact. Investors should watch for further disclosures and regulatory filings as the transaction progresses.