U.S. Bancorp Issues $1,000 Minimum Callable Fixed-Rate Notes With 5.75% Annual Coupon Due 2046

Fixed Income Terms and Coupon Structure

The disclosure outlines a 20-year fixed-rate debt instrument offering investors a consistent annual return of 5.75% per $1,000 principal amount. Interest payments will be made in arrears on a monthly basis, with payment dates falling on the last calendar day of February and the 30th calendar day of each month from January through December, beginning on August 30, 2026, and continuing through the maturity date. The interest calculation follows a 30/360 day-count convention, which is a standard industry methodology for fixed income securities.

The filing states that investors will receive interest payments that accrue during each interest period according to the formula: $1,000 × Interest Rate × Day Count Fraction. The interest periods begin on the Original Issue Date and each subsequent Interest Payment Date, continuing until the note is either called or matures. This predictable payment schedule is designed to provide steady cash flow for holders of the securities throughout the 20-year term, assuming the notes are not redeemed prior to maturity.

Callable Feature and Redemption Schedule

A significant feature of these notes is the embedded call option, which permits U.S. Bancorp to redeem the securities prior to maturity at the company's sole discretion. The disclosure indicates that redemption dates occur on the 30th calendar day of January, April, July, and October of each year, beginning on July 30, 2029, and ending on April 30, 2046. This means the company will have the ability to retire the notes on a quarterly basis after approximately 3.5 years from the original issue date.

When exercising the call feature, U.S. Bancorp will redeem the notes at a price equal to the principal amount being redeemed plus any accrued and unpaid interest. The filing specifies that if the issuer intends to redeem the notes, it must deliver notice to The Depository Trust Company at least 5 business days before the applicable redemption date. This redemption structure gives the company flexibility to manage its debt portfolio while exposing investors to reinvestment risk should interest rates decline and the notes be called away before maturity.

Pricing and Distribution Terms

The announcement discloses that the issue price to the public is set at 100% of the principal amount, or $1,000 per note. Notes are available for purchase in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter, making them accessible to both institutional and individual investors. The filing indicates that the pricing date was expected to be July 28, 2026, with an original issue date (settlement date) expected July 30, 2026, representing the second scheduled business day following the pricing date.

U.S. Bancorp Investments, Inc. (USBI), acting as agent for the issuer, is responsible for distributing the notes to the public. The filing discloses that selling commissions may be paid by USBI to other affiliated or unaffiliated dealers and will vary up to $40.00 per $1,000 principal amount note. For notes sold to eligible institutional investors or fee-based advisory accounts where an affiliated or unaffiliated broker-dealer serves as investment adviser, the price to the public may range between $960.00 and $1,000 per note, with broker-dealers potentially forgoing some or all selling commissions on these transactions.

Investor Suitability and Risk Considerations

The disclosure characterizes these notes as suitable for investors who seek a fixed income investment offering a competitive interest rate while accepting the risk that their securities will be called prior to the maturity date. The filing emphasizes that the notes are not savings accounts, deposits, or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. Instead, the notes are unsecured obligations of U.S. Bancorp, meaning investors rely entirely on the creditworthiness of the parent company for repayment.

The announcement directs potential investors to consult the risk factors section beginning on page S-9 of the accompanying prospectus supplement, as well as the discussion of risk factors contained in U.S. Bancorp's annual and other reports filed with the Securities and Exchange Commission. The filing notes that all payments on the notes are subject to the credit risk of U.S. Bancorp, underscoring that investors bear the issuer's default risk. The prospectus supplement and prospectus, both dated March 9, 2026, provide additional detailed information about the securities and should be reviewed by prospective purchasers before investing.

Regulatory Compliance and FINRA Requirements

The filing discloses that because USBI, an affiliate of U.S. Bancorp, is participating in the sales of the notes, the offering is being conducted in compliance with the applicable requirements of Financial Industry Regulatory Authority Rule 5121. This rule addresses conflicts of interest situations where a member participates in a distribution of its affiliate's securities. The disclosure explicitly states that the preliminary pricing supplement filed on July 21, 2026, is subject to completion, indicating that final terms and pricing details were still being finalized at the time of the announcement.

The filing includes language confirming that none of the SEC, any state securities commission, the FDIC, or any other regulatory body has approved or disapproved of the notes or determined whether the pricing supplement and accompanying prospectus materials are truthful or complete. The company notes that any representation to the contrary constitutes a criminal offense. This standard regulatory disclaimer is included to protect both the issuer and investors by clarifying the status of regulatory review and the nature of the offering documents.

Maturity Date and Business Day Conventions

The notes are scheduled to mature on July 30, 2046, assuming they have not been called on an earlier redemption date. The maturity date is subject to the Business Day Convention, which the filing identifies as "Following." This convention means that if the maturity date falls on a day that is not a business day, the maturity date will be postponed to the next following business day. The filing also specifies that the Interest Accrual Convention is "Unadjusted," which indicates that accrued interest calculations remain unchanged even if dates are adjusted for business day conventions.

The settlement and delivery of the notes will occur in book-entry form through the facilities of DTC on or about the expected original issue date of July 30, 2026, against payment in immediately available funds. This book-entry form of delivery means that the notes will not be issued as physical certificates but rather as electronic entries in the DTC system, allowing for efficient trading and settlement through broker-dealers and custodians. The CUSIP number assigned to these notes is 91159XHV0, which serves as the unique identifier for the securities in trading and settlement systems.

Hedging Considerations and Cost Components

The disclosure notes that the price to public includes the estimated cost of hedging U.S. Bancorp's obligations under the notes through one or more of its affiliates. This reflects standard practice for debt issuers who may use derivative instruments such as interest rate swaps or other financial instruments to manage their exposure to interest rate fluctuations and other risks associated with issuing fixed-rate debt. The hedging costs are embedded in the issue price, so investors are effectively bearing these costs through the pricing of the securities.

The filing provides a pricing table indicating that the price to public is $1,000.00 per note on a per-note basis, though specific fee and commission amounts, as well as total proceeds figures, are left blank in the preliminary pricing supplement. This is typical for preliminary pricing supplements filed before final pricing is determined. Once pricing is finalized, a final pricing supplement will be filed containing the complete financial figures, including total aggregate principal amount of notes issued, specific selling commissions, and net proceeds to the company after expenses.

Documentation and Information Sources

The filing emphasizes that investors should read the pricing supplement in conjunction with the prospectus supplement dated March 9, 2026, and the prospectus dated March 9, 2026, for comprehensive information about the notes. The disclosure states that information in the pricing supplement supersedes information in the accompanying prospectus supplement and prospectus to the extent there are any differences. Investors are directed to rely only on information contained in or incorporated by reference in the pricing supplement and accompanying prospectus materials, and are cautioned that no one is authorized to provide information beyond what is contained in these official documents.

The announcement clarifies that references to "U.S. Bancorp," the "Issuer," the "Company," "we," "us," and "our" in the pricing supplement refer to U.S. Bancorp and not to any of its subsidiaries, unless otherwise stated or unless the context requires otherwise. The company makes explicit that neither U.S. Bancorp nor USBI is making an offer to sell the notes in any jurisdiction where such offer or sale is not permitted, and that the information should not be assumed to be accurate as of any date other than the date of the applicable document. This language protects the company from liability regarding the accuracy and currency of the disclosures.

Aggregate Principal Amount and Offering Structure

The filing does not explicitly disclose the aggregate principal amount of notes being issued in this offering, leaving that figure blank in the preliminary pricing supplement. This is customary for preliminary documents filed before final pricing and allocation decisions are made. The aggregate principal amount will be determined during the pricing process and will be disclosed in the final pricing supplement filed with the SEC following the completion of pricing on the expected pricing date of July 28, 2026.

The offering structure allows investors to purchase notes in increments of $1,000, with no stated maximum purchase limit mentioned in the disclosure. This flexibility in denomination sizes makes the offering accessible to a broad range of investors, from individual retail investors purchasing single notes to large institutional investors acquiring significant quantities. The tiered pricing structure for institutional investors and fee-based advisory accounts, which may feature a price range between $960.00 and $1,000 per note depending on commission arrangements, reflects standard market practice for differentiated pricing based on investor type and account structure.