U.S. Bancorp Launches $1 Billion Fixed-to-Floating Rate Senior Notes Maturing in 2030

Capital Structure and Note Features

The $1 billion offering represents a medium-term debt issuance by U.S. Bancorp with separate fixed and floating rate intervals. From July 27, 2026, through July 27, 2029, investors receive semi-annual interest payments on January 27 and July 27 at a fixed 4.857% annual rate. The notes are issued in book-entry form via The Depository Trust Company, with expected settlement on July 27, 2026, following a T+5 schedule.

After July 27, 2029, the notes switch to a floating rate for the final year, with quarterly interest based on compounded SOFR plus 77.7 basis points. Interest payments occur on January 27, April 27, July 27, and October 27, starting October 27, 2029. U.S. Bank Trust Company, National Association serves as calculation agent. The day count changes from 30/360 during the fixed period to Actual/360 in the floating period, aligning with market conventions.

Pricing Details and Distribution

Priced at par, the notes generated gross proceeds of $1 billion, with net proceeds of $999,100,000 after $900,000 in agents' commissions (0.090% of principal). The pricing supplement dated July 20, 2026, supplements the March 9, 2026 prospectus and prospectus supplement. The notes carry CUSIP 91159HKA7.

Distribution was led by a syndicate of underwriters with three joint book-running managers: U.S. Bancorp Investments, Inc. ($490 million commitment), Goldman Sachs & Co. LLC ($245 million), and Morgan Stanley & Co. LLC ($245 million). Co-managers Academy Securities, Inc. and Telsey Advisory Group LLC each committed $10 million. The distribution agreement dated March 9, 2026, governs the terms, with agents severally responsible for their purchase commitments.

Redemption Rights and Early Repayment Terms

U.S. Bancorp may redeem the notes early starting January 23, 2027 (180 days post-issue) through July 27, 2029, at a price equal to the greater of two calculations: present value of remaining payments discounted at the treasury rate plus 10 basis points, or 100% of principal, plus accrued interest. After July 27, 2029, the company can redeem all notes at par plus accrued interest. From June 27, 2030, redemption in whole or part is allowed at 100% principal plus accrued interest until maturity. Redemption requires 5 to 60 days’ notice and applicable regulatory approvals.

Interest Payment Schedule and Record Dates

Interest payments during the fixed period occur semi-annually on January 27 and July 27, starting January 27, 2027, with record dates 15 calendar days prior. The final fixed payment is on July 27, 2029, or earlier if redeemed.

During the floating period starting July 27, 2029, payments become quarterly on October 27, January 27, April 27, July 27, and October 27 through maturity on July 27, 2030. Floating rate interest determination dates are two U.S. Government Securities Business Days before each payment, with SOFR observation periods aligned accordingly.

Senior Unsecured Debt and Investor Considerations

The notes are senior unsecured obligations of U.S. Bancorp without collateral backing. They are not bank deposits and lack FDIC or governmental insurance. Investors face credit risk tied to U.S. Bancorp’s financial condition.

Offering documents incorporate risk factors from U.S. Bancorp’s SEC filings, including the March 9, 2026 prospectus and supplement, available on the SEC website. Investors are advised to review these for comprehensive risk disclosures before investing.

Regulatory Restrictions and Eligible Investors

Sales to retail investors in the European Economic Area and United Kingdom are prohibited, restricting distribution in those regions to professional and eligible counterparties only. The offering complies with applicable territorial regulations.

The Securities and Exchange Commission and state securities commissions have neither approved nor disapproved the notes, nor verified the accuracy of offering documents. Misrepresentations are criminal offenses under federal securities law. Investors should conduct independent due diligence and consult financial advisors.

Fixed-Rate Period Details and Coupon Structure

The 4.857% fixed coupon applies from July 27, 2026, to July 27, 2029, paid semi-annually in arrears, calculated on a 30/360 day-count basis. This fixed rate provides predictable cash flows and shields investors from interest rate fluctuations during the initial three years.

Post July 27, 2029, the notes enter a floating rate phase, offering U.S. Bancorp fixed-rate financing initially while mitigating interest expense risk in the final year. Investors receive a locked coupon early, then exposure to SOFR-based floating rates plus 77.7 basis points in the last year, with a defined reset mechanism.

Business Day Conventions and Settlement Procedures

Fixed rate periods use New York business days with a following unadjusted convention; floating rate periods use New York and U.S. Government Securities Business Days with a modified following convention. Non-business days are adjusted accordingly.

Settlement occurs through The Depository Trust Company with a T+5 schedule, matching the July 27, 2026 issue date. Secondary market trades settle in one business day under Rule 15c6-1, ensuring liquidity.

Floating Rate Reset and SOFR Benchmarking

On July 27, 2029, the notes reset to a floating rate based on compounded SOFR plus 77.7 basis points annually. The SOFR methodology is detailed in the March 9, 2026 prospectus supplement. Each quarterly floating interest period has a distinct SOFR observation window starting two U.S. Government Securities Business Days before the period and ending two days before payment.

Interest determination dates are two U.S. Government Securities Business Days before each payment, allowing the calculation agent to compute rates timely. This framework ensures transparent, market-aligned floating rate adjustments for the final year.