U.S. Bancorp Launches $4.025 Billion Callable Senior Notes with 6% Fixed Coupon Due 2046

Debt Offering Details and Principal Terms

U.S. Bancorp priced $4.025 billion aggregate principal of Senior Medium-Term Notes, Series EE on July 28, 2026, with settlement on July 30, 2026. These unsecured senior obligations mature on July 30, 2046, representing a 20-year fixed income instrument. Investors acquired notes in minimum $1,000 denominations and integral multiples thereof at an issue price of 100% of principal. The notes carry CUSIP 91159XHX6 for trading and identification.

This offering was executed under registration statement No. 333-294133, accompanied by a prospectus supplement and prospectus both dated March 9, 2026. U.S. Bancorp Investments, Inc., an affiliate, served as the agent for the offering. The pricing supplement supersedes any conflicting prospectus information, establishing the definitive terms for this issuance. These notes are neither insured nor guaranteed by the FDIC or any government agency.

Fixed Coupon Rate and Interest Payment Schedule

The notes pay a fixed 6.00% annual interest rate, disbursed quarterly in arrears on the last day of February and the 30th of each month from January through December. The inaugural interest payment was scheduled for August 30, 2026, with subsequent payments continuing until maturity on July 30, 2046, or until early redemption. Interest for each $1,000 principal note is calculated using the formula: $1,000 x 6.00% x applicable day count fraction.

Interest calculations use a 30/360 day count convention, assuming 30 days per month and 360 days per year, with an "Unadjusted" accrual convention and a "Following" business day rule, meaning payments falling on non-business days are made the next business day without interest adjustment.

Callable Feature and Redemption Terms

U.S. Bancorp reserves the right to redeem all outstanding notes in full on quarterly redemption dates—January 30, April 30, July 30, and October 30—beginning July 30, 2027, through April 30, 2046. Redemption is at par plus accrued and unpaid interest. Notice of redemption must be delivered to The Depository Trust Company at least five business days prior to the redemption date. Partial redemptions are not permitted; the call option applies to the entire outstanding principal only.

This call feature provides the issuer flexibility to refinance debt if interest rates decline, while investors face reinvestment risk, as noted in the disclosure stating the notes are intended for investors seeking a fixed 6.00% income but willing to accept the possibility of early call prior to maturity.

Pricing, Fees, and Distribution

Notes were sold at $1,000 per note, representing 100% of principal. U.S. Bancorp received net proceeds of approximately $986.80 per note, totaling $3,971,870,000 before expenses. The $13.20 per note difference covers fees and commissions aggregating $53,130,000. The public price includes estimated hedging costs related to U.S. Bancorp’s obligations under the notes.

U.S. Bancorp Investments, Inc., as agent, may distribute selling commissions up to $13.20 per $1,000 principal note to affiliated or unaffiliated dealers. For institutional investors or fee-based advisory accounts, prices ranged from $986.80 to $1,000 per note, with some broker-dealers waiving commissions. The offering complied with FINRA Rule 5121 due to USBI’s participation.

Settlement and Book-Entry System

Notes were delivered in book-entry form via The Depository Trust Company on or about July 30, 2026, with payment in immediately available funds. This electronic form facilitates efficient ownership transfers and liquidity without physical certificates. Interest payments and redemptions are processed through DTC’s settlement system to investor accounts held by brokers or custodians.

Credit Risk and Investor Warnings

The notes are unsecured obligations of U.S. Bancorp, exposing investors to the issuer’s credit risk without FDIC or government insurance. Investors rely solely on U.S. Bancorp’s financial strength and ability to meet debt payments. The offering references detailed risk factors in the prospectus supplement starting on page S-9 and in U.S. Bancorp’s SEC filings, which investors should review carefully before investing.

The callable structure adds reinvestment risk, as investors may be redeemed early during periods of declining interest rates, potentially forcing reinvestment at lower yields than the 6.00% coupon.

Regulatory Compliance and Disclosures

This issuance was registered under SEC file number 333-294133, with accompanying prospectus documents dated March 9, 2026. Neither the SEC, state securities commissions, FDIC, nor other regulators have approved or disapproved the notes or verified the completeness of offering materials. Any contrary representation is a criminal offense.

The offering adhered to FINRA Rule 5121 due to affiliated broker-dealer involvement. Pricing supplements were filed pursuant to SEC Rule 424(b)(2), allowing updates to final terms without amending the prospectus.

Document Hierarchy and Investor Guidance

The pricing supplement supersedes conflicting information in the prospectus supplement and prospectus. Investors should review all documents dated March 9, 2026, for comprehensive details. U.S. Bancorp cautions reliance only on information contained or incorporated by reference in these documents and warns against unauthorized representations.

Investors are reminded that business and financial conditions may have changed since the prospectus dates, and offers are not made where prohibited by law. References to "U.S. Bancorp," "Issuer," or "Company" pertain solely to U.S. Bancorp unless otherwise specified.

Investment Profile and Market Appeal

These notes target investors seeking stable, fixed quarterly income at a 6.00% coupon over a 20-year horizon, accepting early call risk. The callable feature offers an intermediate-term fixed income option with variable effective duration depending on call activity and interest rate changes.

While providing predictable income from a major financial institution, the fixed coupon does not adjust for inflation, and early redemption risk may shorten holding periods, potentially reducing total returns if called at the earliest opportunity starting July 30, 2027.