New York, January 13, 2026, 10:14 EST — Regular session
- U.S. Bancorp shares down about 1% after BTIG acquisition announcement
- Deal values BTIG at up to $1 billion in cash and stock, with an earn-out component
- Focus turns to U.S. Bancorp’s Jan. 20 earnings for details on capital and integration
U.S. Bancorp (USB) shares fell on Tuesday after the lender said it would buy Wall Street brokerage BTIG for up to $1 billion in cash and stock. The stock was down about 1% at $53.87, and Stephen Philipson called it “a strategic move to fill key product gaps” for corporate and institutional clients. 1
The deal is another step by a big regional lender toward businesses that live on fees rather than net interest margins. Those revenues can help in a strong market, but they tend to be less forgiving when equity issuance and dealmaking cool.
Investors will weigh whether the purchase adds durable growth without bringing the kind of volatility that comes with trading and underwriting. It also puts a spotlight back on costs and controls — the slow grind of integration matters more than the headline price.
U.S. Bancorp said it will pay a target $725 million at closing — $362.5 million in cash and about 6.6 million shares — with up to another $275 million in cash over three years tied to performance, an “earn-out” that lifts the total value to as much as $1 billion. The deal, signed on Jan. 12, is expected to close in the second quarter of 2026, subject to regulatory approvals, with BTIG’s leadership team staying on; U.S. Bancorp said it would have a negligible impact on 2026 earnings per share while trimming its Common Equity Tier 1 (CET1) ratio — a key measure of bank capital — by about 12 basis points (0.12%) at closing, without changing near-term capital return plans. U.S. Bancorp said its capital markets business generated about $1.4 billion in revenue in the 12 months through Sept. 30, 2025, and BTIG — its equity capital markets referral partner since 2014 — brings more than 700 employees in 20 cities and a history of more than 1,275 announced investment banking transactions since 2015, plus new capabilities in institutional equity sales and trading, electronic trading and M&A advisory (mergers and acquisitions); CEO Gunjan Kedia highlighted BTIG’s “top talent, capabilities and technology” and BTIG CEO Anton LeRoy said he was “thrilled to join U.S. Bancorp.” 2
The market did not give the bank much credit upfront. That may say less about BTIG than about timing: investors want proof the extra fee lines can hold up when markets turn and that cross-selling is real, not a slide-deck promise.
There are also obvious ways this could go sideways. A tougher regulatory review, a slowdown in equity underwriting, or simple culture clash could delay payoffs — and the earn-out means the final bill rises if BTIG hits targets while U.S. Bancorp still carries the integration work.
U.S. Bancorp is due to report fourth-quarter results before the market opens on Jan. 20. Kedia and CFO John Stern are scheduled to host a conference call at 8 a.m. CT, where investors are likely to push for more detail on costs, capital and how fast BTIG gets folded into the bank’s client coverage. 3
Between now and then, traders will watch for regulatory steps and any further disclosures that sharpen what the earn-out targets look like in practice.
