U.S. Bancorp Announces 15-Year Callable Fixed-Rate Notes Offering with 5.65% Annual Yield

Detailed Overview of the Callable Notes Offering

U.S. Bancorp filed a preliminary pricing supplement pursuant to Rule 424(b)(3) under registration number 333-294133 for its Senior Medium-Term Notes, Series EE. This offering targets investors seeking fixed income with the acceptance of potential early redemption by the issuer. The notes carry a 5.65% fixed annual coupon and mature on August 4, 2041, representing a 15-year term unless called earlier. Pricing specifics and total offering amounts remain subject to finalization based on market conditions at pricing.

These notes are unsecured senior obligations of U.S. Bancorp, ranking equally with other unsecured senior debt. They are not bank deposits or savings accounts and thus are not insured or guaranteed by the FDIC or any government agency. Investors are effectively extending credit to U.S. Bancorp as a corporate entity, emphasizing the importance of assessing the issuer’s creditworthiness and financial health.

Fixed Interest Rate and Monthly Payment Schedule

The notes pay a fixed interest rate of 5.65% per annum, computed on a 30/360 day count basis. Interest payments are made monthly in arrears on the 4th calendar day of each month, starting September 4, 2026, and continuing until maturity or earlier redemption. For each $1,000 principal note, interest is calculated using the formula: $1,000 × Interest Rate × Day Count Fraction, following an unadjusted interest accrual convention.

The initial interest payment will occur roughly five weeks post-issuance, providing investors with prompt income. Monthly payments offer steady cash flow, and the "following" business day convention ensures payments falling on non-business days are made on the next business day without interest adjustment.

Issuer Call Feature and Redemption Terms

These notes include a call option allowing U.S. Bancorp to redeem all outstanding notes at par plus accrued interest on the 4th calendar day of February, May, August, and November each year, beginning November 4, 2028, through May 4, 2041. This provides the issuer with eight quarterly call opportunities annually, totaling thirteen possible redemption dates during the notes’ life. Redemption notice must be delivered to The Depository Trust Company at least five business days prior.

The call option is exercisable only in full, meaning partial redemptions are not permitted. If exercised, all outstanding notes are redeemed simultaneously at par plus accrued interest. This feature introduces reinvestment risk and limits price appreciation potential, as investors may lose the benefit of higher coupon payments if rates decline below 5.65%.

Investment Minimums and Trading Details

Notes are offered in minimum denominations of $1,000 and integral multiples thereof, aligning with institutional market standards and facilitating participation by both retail and institutional investors. The notes will be issued in book-entry form via DTC, eliminating physical certificates and supporting electronic settlement and secondary market trading.

The assigned CUSIP is 91159XJF3, serving as the standard identifier for trading and portfolio management. While the book-entry format supports efficient trading, secondary market liquidity will depend on demand for U.S. Bancorp debt securities.

Pricing, Distribution, and Commission Structure

Pricing is set at 100% of principal, so a $1,000 note costs $1,000 at issuance, excluding accrued interest or fees. U.S. Bancorp Investments, Inc., acting as agent, may pay selling commissions up to $40 per $1,000 principal note. For eligible institutional or fee-based advisory accounts, notes may be offered between $960 and $1,000 per $1,000 principal, with some broker-dealers potentially waiving commissions.

The public price includes hedging costs embedded by U.S. Bancorp affiliates, rather than disclosed separately. The offering complies with FINRA Rule 5121 governing affiliated party participation and conflict-of-interest disclosures. Final pricing and aggregate amounts will be confirmed on the expected pricing date of July 31, 2026.

Issuance Timeline and Settlement Information

The preliminary pricing supplement dated July 23, 2026, sets the expected pricing date for July 31, 2026, with settlement on August 4, 2026, the original issue date. Settlement occurs two business days post-pricing, consistent with standard medium-term note market conventions. Notes will be delivered electronically via DTC upon receipt of funds.

Maturity is scheduled for August 4, 2041, following the prospectus supplement’s business day conventions. This 15-year maturity suits investors seeking long-term fixed income aligned with extended liability horizons. The timeline allows market participants several business days to review final terms and confirm participation.

Risk and Credit Considerations for Investors

The filing highlights investment risks and directs investors to the "Risk Factors" section starting on page S-9 of the prospectus supplement, as well as U.S. Bancorp’s SEC filings incorporated by reference. The notes are unsecured and unguaranteed obligations, exposing investors fully to U.S. Bancorp’s credit risk without FDIC or government backing.

Regulatory disclaimers clarify that no SEC, state securities commission, FDIC, or other agency approval or endorsement has been granted for these notes or the offering materials. Investors should conduct independent due diligence on U.S. Bancorp’s financial position, competitive landscape, and regulatory environment before investing.

Prospectus and Disclosure Documentation

The pricing supplement incorporates by reference the prospectus and prospectus supplement dated March 9, 2026, related to U.S. Bancorp’s Senior Medium-Term Notes, Series EE. Where conflicts arise, the pricing supplement supersedes prior documents. Investors are advised to review all three documents together for comprehensive information on terms and issuer details.

Only U.S. Bancorp and U.S. Bancorp Investments, Inc. are authorized to provide information on the notes or offering. The "Subject to Completion" status of the pricing supplement dated July 23, 2026, indicates certain terms remain subject to finalization at pricing and settlement.

Affiliate Distribution and Regulatory Compliance

U.S. Bancorp Investments, Inc., an affiliate, acts as agent and distributor for this offering. Compliance with FINRA Rule 5121 addresses conflicts of interest arising from affiliate involvement, detailed in the "Supplemental Plan of Distribution (Conflicts of Interest)" section on page PS-5 of the pricing supplement.

The affiliate distribution arrangement allows cost management and leverages existing networks while maintaining regulatory transparency. Investors should consider the affiliate relationship when evaluating potential conflicts and sales recommendations. FINRA oversight ensures conflict-of-interest disclosures and protections are in place.

Technical Details and Market Identifiers

The notes are formally titled U.S. Bancorp Senior Medium-Term Notes, Series EE, Callable Fixed Rate Notes due August 4, 2041, with CUSIP 91159XJF3 as the unique security identifier. All payments are denominated in U.S. dollars. Interest calculations use the 30/360 day count convention, standardizing monthly interest accruals by treating all months as 30 days and years as 360 days.

The "unadjusted" accrual method means interest is calculated without adjusting for actual calendar days or business days, while the "following" business day convention ensures payments falling on non-business days are made on the next business day without interest adjustment. These conventions provide clarity and consistency in cash flow calculations throughout the notes’ term.