U.S. Bancorp Issues $4.025 Billion in Callable Medium-Term Notes With 6% Fixed Rate

Debt Offering Structure and Principal Terms

U.S. Bancorp announced the pricing supplement for $4.025 billion in aggregate principal amount of Senior Medium-Term Notes, Series EE on July 28, 2026, with settlement occurring two business days later on July 30, 2026. The notes are structured as unsecured senior obligations of U.S. Bancorp maturing on July 30, 2046, representing a 20-year debt instrument. Investors could purchase notes in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter, with the issue price set at 100% of the principal amount. The notes were assigned the CUSIP number 91159XHX6 for trading and tracking purposes.

The offering was conducted under existing registration statement No. 333-294133 and accompanied by a prospectus supplement dated March 9, 2026, and a prospectus dated the same date. U.S. Bancorp Investments, Inc., an affiliate of the issuer, acted as the agent for the offering. The disclosure indicates that the pricing supplement supersedes any conflicting information in the accompanying prospectus documents, establishing this pricing supplement as the definitive source for the specific terms of this particular debt issuance. The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any governmental agency.

Fixed Interest Rate and Payment Structure

The notes bear a fixed interest rate of 6.00% per annum, with interest payments calculated and distributed quarterly to note holders. Interest accrues during each Interest Period and is paid in arrears on specified Interest Payment Dates occurring on the last calendar day of February and the 30th calendar day of each month from January through December. The first interest payment was scheduled for August 30, 2026, with subsequent payments continuing through the maturity date of July 30, 2046, or until the notes are called if earlier redemption occurs. For each $1,000 principal amount note, investors receive interest payments calculated according to the formula: $1,000 multiplied by the 6.00% interest rate multiplied by the applicable day count fraction.

The company employed a 30/360 day count fraction methodology for calculating interest, which is a standard convention in debt markets that assumes each month contains 30 days and each year contains 360 days. This convention simplifies interest calculations compared to actual calendar days. The Interest Accrual Convention used was "Unadjusted," meaning that accrual periods do not adjust based on business day variations. The Business Day Convention applied was "Following," indicating that if any payment date falls on a non-business day, the payment would be made on the next succeeding business day without additional adjustment to accrued interest amounts.

Call Feature and Redemption Rights

U.S. Bancorp retained the right to redeem the callable notes in their entirety at its discretion on specific Redemption Dates, which occur on the 30th calendar day of January, April, July, and October of each year. The redemption period began on July 30, 2027, approximately one year after the original issue date, and extends through April 30, 2046, providing the company with flexibility to call the notes on quarterly dates throughout most of the 20-year term. The redemption price equals the principal amount being redeemed plus any accrued and unpaid interest through the redemption date, meaning investors receive par value if the notes are called.

To exercise this call option, U.S. Bancorp must deliver notice to The Depository Trust Company at least five business days before the applicable Redemption Date. The call feature is exercisable on a whole-note basis only, meaning the company cannot redeem a portion of the outstanding notes while leaving others outstanding. This structure protects the company from refinancing risk during periods of declining interest rates while creating reinvestment risk for note holders, as the accompanying disclosure explicitly states that the notes are "designed for an investor who seeks a fixed income investment at an interest rate of 6.00% per annum but who is also willing to accept the risk that the Notes will be called, at our option, prior to the Maturity Date."

Pricing, Fees, and Distribution Methodology

The public purchase price for the notes was established at $1,000 per note, equivalent to 100% of the principal amount. U.S. Bancorp received net proceeds of $986.80 per note, or $3,971,870.00 in aggregate, before expenses. The difference between the public price and net proceeds to the company reflects fees and commissions totaling $13.20 per note, or $53,130.00 in aggregate. According to the filing, the price to the public includes the estimated cost of hedging U.S. Bancorp's obligations under the notes through one or more of its affiliates, a standard practice in structured debt offerings to manage interest rate exposure.

U.S. Bancorp Investments, Inc., acting as agent, received authority to pay some or all of the selling commissions it received from U.S. Bancorp to other affiliated or unaffiliated dealers, with commissions varying up to $13.20 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 could range between $986.80 and $1,000 per note, with broker-dealers potentially forgoing some or all selling commissions on these sales. The offering was conducted in compliance with Financial Industry Regulatory Authority Rule 5121 due to USBI's participation in sales.

Settlement and Book-Entry Structure

U.S. Bancorp confirmed delivery of the notes in book-entry form through the facilities of The Depository Trust Company on or about July 30, 2026, with payment required in immediately available funds. Book-entry form means that notes are maintained electronically rather than as physical certificates, with ownership transferred through DTC's computerized system. This settlement timeline of two business days after the pricing date represents standard market practice for debt offerings. The selection of DTC as the custodial and clearing agent provides investors with the liquidity and operational efficiency associated with the nation's largest securities depository.

The book-entry structure simplifies trading and reduces administrative burden for both the issuer and investors. Investors do not receive physical note certificates but instead maintain their ownership through DTC participants, typically their brokers or custodians. Interest payments and any redemption proceeds are delivered through DTC's settlement systems to investor accounts maintained with their respective financial institutions. This mechanism ensures efficient processing of the quarterly interest distributions and potential call proceeds if the notes are redeemed prior to maturity.

Credit Risk and Investor Considerations

The filing explicitly states that the notes are "unsecured obligations of U.S. Bancorp and all payments on the Notes are subject to the credit risk of U.S. Bancorp." This language indicates that note holders have no claim on specific assets of the company and depend entirely on U.S. Bancorp's financial condition and ability to meet its debt obligations. Unlike FDIC-insured bank deposits, these notes provide no governmental insurance protection and are backed solely by the general creditworthiness of U.S. Bancorp as a corporation. Investors considering these notes must evaluate U.S. Bancorp's financial stability, competitive position, and operating performance as part of their investment decision.

The disclosure references risk factors contained in the accompanying prospectus supplement beginning on page S-9 and discusses additional risk factors contained in U.S. Bancorp's annual and other reports filed with the Securities and Exchange Commission, which are incorporated by reference into this pricing supplement. The filing emphasizes that potential purchasers should review these detailed risk disclosures before committing capital. The callable nature of the notes introduces additional reinvestment risk, as investors may face the return of their principal during periods when market interest rates have declined, forcing reinvestment at lower rates than the current 6.00% coupon.

Regulatory Framework and Compliance

The notes were issued pursuant to U.S. Bancorp's effective registration statement filed with the Securities and Exchange Commission under registration number 333-294133. The prospectus supplement and prospectus accompanying this pricing supplement were both dated March 9, 2026, establishing the regulatory framework for the offering. The company disclosed 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, prospectus supplement, or prospectus is truthful or complete. The filing includes an explicit warning that any representation to the contrary constitutes a criminal offense.

The offering was structured to comply with applicable financial industry regulations, including FINRA Rule 5121, which governs underwriting compensation when broker-dealers have proprietary interests in securities being offered. The participation of U.S. Bancorp Investments, Inc., a company affiliate, in sales of the notes triggered this compliance requirement. The disclosure framework follows SEC regulations governing pricing supplements filed pursuant to Rule 424(b)(2), which permits companies to update pricing and final terms for registered securities through supplemental filings that do not require prospectus amendments.

Information Incorporation and Document Hierarchy

The filing establishes a clear hierarchy of documents governing the notes, with the pricing supplement superseding the prospectus supplement and prospectus to the extent any information differs. Investors are instructed to read the pricing supplement together with the prospectus dated March 9, 2026, and the prospectus supplement dated March 9, 2026, for complete information about the notes. U.S. Bancorp explicitly stated that investors should rely only on information contained in or incorporated by reference in the pricing supplement, prospectus supplement, and prospectus, and cautioned that the company has not authorized any other person to provide different or additional information.

The disclosure emphasizes that business conditions and financial circumstances may have changed since the dates of the underlying prospectus documents, and investors should not assume that incorporated information remains accurate beyond the applicable document date. Neither the pricing supplement nor the accompanying documents constitutes an offer to sell notes in jurisdictions where such offers are prohibited or to persons to whom it would be unlawful to make such offers. References to "U.S. Bancorp," the "Issuer," the "Company," "we," "us," and "our" in the documents refer to U.S. Bancorp and not to its subsidiaries unless explicitly stated otherwise.

Investment Profile and Market Positioning

The notes are designed as fixed-income investments targeting investors seeking stable income through quarterly interest distributions at a 6.00% annual rate, provided they accept the risk of early call before maturity. The callable structure positions these notes as an intermediate-term debt instrument appealing to institutional and individual investors with specific portfolio duration and yield requirements. The 20-year stated maturity combined with the issuer's call option starting in year one creates varying effective durations depending on interest rate movements and company call decisions.

For investors prioritizing income stability and credit quality of a major financial institution, the notes offer quarterly distributions for up to 20 years at a predetermined rate. However, the fixed coupon rate does not adjust for inflation, meaning purchasing power erodes over time in inflationary environments. The call risk introduces uncertainty regarding the holding period and total return, as investors could have their principal returned in as little as one year if U.S. Bancorp decides to redeem the notes on the first available call date in July 2027 or any subsequent quarterly call date.