U.S. Bancorp Issues $1 Billion Fixed-to-Floating Rate Senior Notes Due 2030

Capital Structure and Note Characteristics

The $1 billion note offering represents a medium-term debt issuance by U.S. Bancorp structured with distinct fixed and floating rate periods. During the fixed rate period from July 27, 2026, through July 27, 2029, investors will receive semi-annual interest payments on January 27 and July 27 of each year at the fixed rate of 4.857% per annum. The notes were issued in book-entry form through The Depository Trust Company, a standard settlement mechanism for institutional securities, with expected delivery on or about July 27, 2026, on a T+5 settlement basis.

Following the reset date of July 27, 2029, the notes transition to a floating rate structure for the final year to maturity. During this floating rate period, interest will be determined quarterly based on compounded SOFR with an observation period shift, plus a spread of 77.7 basis points. Quarterly interest payments will be made on January 27, April 27, July 27, and October 27 of each year, commencing October 27, 2029. U.S. Bank Trust Company, National Association has been engaged as the calculation agent for determining the floating rate during this period. The day count convention shifts from 30/360 during the fixed period to Actual/360 during the floating period, reflecting market standards for each rate type.

Pricing Terms and Distribution Structure

The notes were priced and offered to investors at par value, or 100% of the $1 billion principal amount. The company received net proceeds of $999,100,000 before offering expenses, representing the gross proceeds of $1 billion reduced by agents' commissions of $900,000, equating to 0.090% of the principal amount. The pricing supplement was dated July 20, 2026, supplementing the prospectus dated March 9, 2026, and the prospectus supplement of the same date. The CUSIP number assigned to the notes is 91159HKA7.

Distribution of the notes was managed by a syndicate of underwriters led by three joint book-running managers: U.S. Bancorp Investments, Inc., which committed to purchase $490 million of the principal amount; Goldman Sachs & Co. LLC, committing $245 million; and Morgan Stanley & Co. LLC, also committing $245 million. Two co-managers, Academy Securities, Inc. and Telsey Advisory Group LLC, each committed to purchase $10 million of the principal amount. The distribution agreement was dated March 9, 2026, with terms incorporated into a terms agreement between U.S. Bancorp and the agents. Under the syndicate structure, each agent severally, and not jointly, agreed to purchase its designated principal amount.

Redemption Options and Early Repayment Terms

U.S. Bancorp has retained significant flexibility to redeem the notes prior to maturity under specified conditions. Beginning January 23, 2027—180 days after the issue date—and continuing until the reset date of July 27, 2029, the company may redeem the notes in whole or in part at any time at a redemption price equal to the greater of two formulas. The first formula calculates the sum of present values of remaining scheduled payments of principal and interest, discounted to the redemption date at the treasury rate plus 10 basis points, less accrued interest to the redemption date. The second formula establishes a floor at 100% of the principal amount. In either case, accrued and unpaid interest to the redemption date is added to the redemption price.

The company has additional redemption rights beginning at the reset date. On or after July 27, 2029, U.S. Bancorp may redeem the notes in whole (but not in part) at par plus accrued interest. Starting June 27, 2030—one month prior to maturity—the company may redeem the notes either in whole or in part at any time until maturity at 100% of principal plus accrued interest. The company must provide at least 5 but not more than 60 days' notice of any redemption to holders of the affected notes. However, the notes may not be redeemed prior to stated maturity without requisite regulatory approvals as required by applicable laws and regulations.

Interest Payment Schedule and Record Dates

The interest payment calendar for the notes is structured to provide predictable cash flows across both the fixed and floating rate periods. During the fixed rate period, regular record dates are established 15 calendar days prior to each interest payment date. Semi-annual interest payments commence on January 27, 2027, and continue on January 27 and July 27 of each subsequent year through the reset date of July 27, 2029. The final interest payment during the fixed rate period occurs on the reset date or upon earlier redemption.

Upon transition to the floating rate period beginning July 27, 2029, the payment schedule shifts to quarterly intervals. The first floating rate interest payment is scheduled for October 27, 2029, followed by payments on January 27, April 27, July 27, and October 27 of each year through maturity on July 27, 2030. Interest determination dates for calculating the floating rate are set two U.S. Government Securities Business Days preceding each applicable interest payment date during the floating period. The observation period for SOFR calculations spans from two U.S. Government Securities Business Days before the first date of each interest period through two U.S. Government Securities Business Days before the interest payment date.

Senior Unsecured Debt Status and Investor Protections

The notes are classified as senior unsecured obligations of U.S. Bancorp and are not backed by collateral or specific assets of the company. The offering materials expressly state that the notes are not savings accounts, deposits, or other obligations of a bank and carry no insurance or guarantee from the Federal Deposit Insurance Corporation or any other governmental agency. Investors should note that the notes constitute general corporate obligations of U.S. Bancorp subject to the company's creditworthiness and financial condition.

The pricing supplement and prospectus documents incorporate by reference risk factors from U.S. Bancorp's annual and quarterly reports filed with the Securities and Exchange Commission, allowing investors to review comprehensive information regarding risks associated with the company and its securities. The prospectus supplement, dated March 9, 2026, and the base prospectus of the same date provide detailed descriptions of the notes' terms, conditions, and risk factors. Potential purchasers are directed to consult these documents, available on the SEC website, for complete information regarding investment risks before committing capital to the notes.

Regulatory Restrictions and Investor Eligibility

The notes carry a prohibition on sales to European Economic Area and United Kingdom retail investors, reflecting regulatory requirements in those jurisdictions. This restriction means that distribution and marketing of the notes in the EEA and UK is limited to professional investors and other eligible counterparties, excluding retail customers as defined by applicable European and UK financial services regulations. The company and its distribution agents are bound by these territorial restrictions in their marketing and sales efforts.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the notes or determined whether the pricing supplement, prospectus supplement, or base prospectus is truthful or complete, as disclosed in the offering documents. The regulatory notice emphasizes that any representation to the contrary constitutes a criminal offense under federal securities law. Investors should conduct independent analysis and consult with financial advisors regarding the appropriateness of the investment for their circumstances.

Fixed-Rate Period Economics and Coupon Mechanics

The 4.857% fixed coupon represents the interest rate applicable during the three-year fixed rate period from July 27, 2026, through July 27, 2029. This rate is paid semi-annually in arrears, meaning interest accrues during each six-month interest period and is paid at the end of that period. Each interest period during the fixed rate period is calculated on a 30/360 day-count basis, a standard market convention for many corporate debt instruments. The fixed rate provides investors with certainty regarding cash flows for the first three years of the note's life, insulating them from potential rate increases or decreases during that period.

Beginning on the reset date of July 27, 2029, the fixed-rate period concludes and the floating-rate period commences. This structure provides U.S. Bancorp with the benefit of fixed-rate financing for the initial three-year period while limiting the company's interest expense in the final year should rates decline. Conversely, investors receive a locked-in coupon during the early years but accept exposure to floating rates for the final year to maturity, with the floating rate floor established at SOFR plus 77.7 basis points. The transition between rate structures provides a defined reset mechanism rather than continuous rate adjustments.

Business Day Conventions and Settlement Logistics

The notes incorporate standard business day conventions appropriate to each rate period. During the fixed rate period, New York business days apply and a following unadjusted business day convention is used. For the floating rate period, both New York and U.S. Government Securities Business Days apply with a modified following business day convention. These conventions ensure that interest payment dates and other scheduled events occur on business days when financial markets are open and transactions can be settled efficiently. Any scheduled date that falls on a non-business day is adjusted according to the specified convention to the next available business day.

Settlement of the notes through The Depository Trust Company and its direct participants establishes the book-entry delivery mechanism for the offering. The T+5 settlement convention means delivery is expected on the fifth business day following the pricing date of July 20, 2026, placing the expected delivery and settlement date at July 27, 2026, coinciding with the official issue date. Secondary market trades in the notes are generally required to settle in one business day under Rule 15c6-1 of the Exchange Act, providing liquidity mechanisms for investors who wish to exit their positions.

Floating-Rate Reset Mechanics and SOFR Benchmarking

Upon the reset date of July 27, 2029, the notes transition to a floating-rate structure based on compounded SOFR with an observation period shift, plus the specified spread of 77.7 basis points per annum. The SOFR benchmark methodology is detailed in the "Description of Notes—Floating Rate Notes—Base Rates—SOFR" section of the prospectus supplement dated March 9, 2026. Each quarterly interest period during the floating rate phase utilizes a distinct SOFR observation period calculated in accordance with the prospectus terms. The spread of 77.7 basis points represents the credit spread above SOFR that compensates investors for U.S. Bancorp's credit risk and the company's cost of capital during this final year.

The observation period for each floating-rate interest period begins two U.S. Government Securities Business Days before the first date of that period and concludes two U.S. Government Securities Business Days before the related interest payment date. Interest determination dates for calculating the floating rate are established two U.S. Government Securities Business Days preceding each interest payment date during the floating period, allowing sufficient time for the calculation agent to compute and notify investors of the applicable rate. This framework ensures transparent and predictable rate-setting mechanisms aligned with current SOFR market data, replacing the fixed-rate structure with market-based floating-rate economics for the final year.