U.S. Bancorp Issues $302 Million Senior Medium-Term Notes with 5.90% Fixed Coupon and Callable Feature

Offering Details and Principal Terms

On July 30, 2026, U.S. Bancorp issued $302 million in aggregate principal amount of Senior Medium-Term Notes, Series EE, with each note having a $1,000 principal denomination. Notes are available in minimum denominations of $1,000 and integral multiples thereafter. The pricing date was July 28, 2026, and notes were delivered in book-entry form via the Depository Trust Company on the settlement date. The issue price was set at 100% of principal, with investors paying $1,000 per note at issuance. After deducting $6,040,000 in fees and commissions, net proceeds to U.S. Bancorp amounted to $295,960,000.

The notes bear a fixed 5.90% annual interest rate and mature on July 30, 2046, representing a 20-year term from issuance, subject to early redemption. Interest accrues using a 30/360 day count convention with an unadjusted accrual method. The notes carry CUSIP 91159XHW8. Settlement was conducted on a T+2 basis relative to the pricing date, under the company’s existing registration for Senior Medium-Term Notes, Series EE.

Callable Feature and Redemption Terms

The notes include a call option exercisable by U.S. Bancorp starting July 30, 2029, through April 30, 2046. Redemption dates fall on January 30, April 30, July 30, and October 30 each year within this period. U.S. Bancorp may redeem the notes in full, not in part, on any redemption date at a price equal to principal plus accrued and unpaid interest. Notice of redemption must be provided to the Depository Trust Company at least five business days before the applicable redemption date.

This callable structure exposes investors to reinvestment risk if the notes are redeemed early, especially if market rates fall below the 5.90% coupon. The redemption feature follows a "following" business day convention to handle non-business day redemptions. These notes suit investors seeking fixed income at the stated rate while accepting early call risk.

Interest Payment Schedule and Calculation

Interest payments will be made annually in arrears on July 30, beginning July 30, 2027, through maturity or earlier redemption. For each $1,000 principal note, interest is calculated as $1,000 × Interest Rate × Day Count Fraction, with the 30/360 day count applied each period. Interest periods start on the issue date and end before the first payment date, then continue between successive payment dates.

The unadjusted accrual method means interest calculations do not adjust for business day conventions. Interest payments cease if the notes are redeemed early. On maturity, investors receive principal plus accrued interest, provided the notes remain outstanding.

Pricing and Distribution Details

The public price was $1,000 per $1,000 principal note, with fees and commissions of $20 per note, resulting in net proceeds of $980 per note before expenses. Total fees and commissions for the $302 million offering were $6,040,000. The price includes estimated hedging costs borne by U.S. Bancorp affiliates. U.S. Bancorp Investments, Inc. acted as agent and may share commissions with affiliated or unaffiliated dealers.

For sales to eligible institutional investors or advisory accounts, prices ranged from $980 to $1,000 per note, with broker-dealers potentially waiving commissions. The offering complied with FINRA Rule 5121 governing affiliate participation in underwritten offerings.

Credit Risk and Absence of Insurance

The notes are unsecured obligations of U.S. Bancorp and are not bank deposits or insured by the FDIC or any government agency. Payments depend solely on U.S. Bancorp’s creditworthiness. This lack of insurance is a key consideration for investors used to FDIC-protected bank products.

Prospective investors should review risk disclosures in the prospectus supplement and base prospectus dated March 9, 2026, and U.S. Bancorp’s SEC filings incorporated by reference. The offering involves risks that should be carefully evaluated before investing.

Regulatory Status and Compliance

Neither the SEC, state securities commissions, FDIC, nor other regulators have approved or disapproved the notes or verified the completeness of offering documents. Any contrary representation is a criminal offense. The offering was registered under SEC Registration No. 333-294133, with the pricing supplement filed under Rule 424(b)(2) of the Securities Act of 1933.

U.S. Bancorp Investments, Inc. served as distribution agent. The company is not offering notes in jurisdictions where sales are prohibited. Investors should rely solely on information in the pricing supplement and prospectuses, as no other person is authorized to provide additional details.

Document Incorporation and Reference

The pricing supplement incorporates by reference the prospectus supplement and base prospectus dated March 9, 2026, relating to Senior Medium-Term Notes, Series EE. Information in the pricing supplement supersedes conflicting details in these documents. Investors should review all materials together to understand the notes fully. Defined terms not explained in the supplement have meanings from the prospectus documents.

Only authorized persons may provide information on the notes. The pricing supplement and prospectus do not constitute offers in unauthorized jurisdictions or to persons where prohibited by law.

Settlement and Book-Entry Delivery

The notes were delivered in book-entry form via the Depository Trust Company on or about July 30, 2026, against immediate payment. This T+2 settlement occurred two business days after the July 28, 2026 pricing date. Investors hold interests electronically through DTC, with no physical certificates issued.

DTC settlement streamlines clearing and reduces operational risks associated with physical delivery. Investors receive confirmations through brokers or custodians, with securities registered through DTC. This standard settlement method facilitates efficient custody for institutional and individual investors.

Market Context and Investor Guidance

The notes target investors seeking a fixed 5.90% annual return who accept potential early redemption risk. If interest rates decline, U.S. Bancorp may redeem notes early, forcing investors to reinvest at lower rates. If rates rise above 5.90%, investors benefit from the fixed coupon but miss higher yields on new investments.

The immediate share price impact was not publicly disclosed. Investors should consider their interest rate outlook, portfolio duration, and credit quality when evaluating these notes. The 5.90% coupon and 20-year term reflect market conditions and U.S. Bancorp’s credit profile as of July 2026. Prospective buyers should assess current yields and rate expectations to determine if the risk-return profile fits their investment goals.