U.S. Bancorp Launches 15-Year Callable Fixed Rate Notes with 5.65% Annual Interest Rate

Overview of the Callable Notes Offering Structure

U.S. Bancorp disclosed a preliminary pricing supplement for Senior Medium-Term Notes, Series EE, filed pursuant to Rule 424(b)(3) under registration number 333-294133. The disclosure indicates that this offering represents debt securities designed for investors seeking fixed income returns while accepting the risk of early redemption by the issuer. The notes feature a 5.65% fixed annual interest rate and carry a scheduled maturity date of August 4, 2041, representing a fifteen-year term absent early call. The preliminary nature of the document signals that specific pricing details and aggregate offering amounts remain subject to completion based on market conditions at the time of pricing.

The notes are unsecured obligations of U.S. Bancorp and rank pari passu with other unsecured senior debt of the issuer. The disclosure explicitly states that the notes are not bank deposits, savings accounts, or other obligations of a bank, and are therefore not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This positioning emphasizes that investors are extending credit to U.S. Bancorp as a corporate entity rather than obtaining a depository relationship with a banking subsidiary, making credit quality and issuer financial stability important evaluation factors.

Fixed Interest Rate and Payment Structure

The notes carry a fixed interest rate of 5.65% per annum, calculated on a 30/360 day count fraction basis. Interest is payable in arrears on the 4th calendar day of January, February, March, April, May, June, July, August, September, October, November, and December of each year, beginning on September 4, 2026, and continuing through the maturity date or earlier redemption date, whichever occurs first. For each $1,000 principal amount note, investors receive interest payments calculated using the formula: $1,000 × Interest Rate × Day Count Fraction, with the unadjusted interest accrual convention applied throughout the life of the security.

The first interest payment date occurs approximately five weeks after the expected issue date, allowing investors to receive their initial interest coupon relatively quickly following settlement. The regular monthly payment schedule provides investors with consistent cash flow throughout the holding period. The use of the "following" business day convention means that if any interest payment date or maturity date falls on a non-business day, the payment obligation is delayed until the next business day, with no adjustment to the interest calculation itself under the unadjusted accrual convention.

Call Feature and Redemption Schedule

A distinguishing feature of these notes is their callable nature, which permits U.S. Bancorp to redeem the notes at its option at par value plus accrued interest on specified redemption dates. These redemption dates occur on the 4th calendar day of February, May, August, and November of each year, beginning on November 4, 2028, and continuing through May 4, 2041. The redemption dates provide the issuer with eight quarterly opportunities per year to exercise its call option, totaling thirteen redemption periods across the life of the notes. If the issuer intends to redeem the notes, it must deliver notice to The Depository Trust Company at least five business days before the applicable redemption date.

The call feature is exercisable only in whole, not in part, meaning the issuer cannot redeem a portion of the outstanding notes on any single redemption date. This structure means that if the issuer decides to call the notes, all outstanding notes would be redeemed simultaneously at that redemption date. The redemption price equals the principal amount plus any accrued and unpaid interest, ensuring investors receive full par value if called but forfeiting any potential upside from continued interest accrual beyond the call date. From an investor perspective, the call feature creates reinvestment risk and a potential price ceiling, as holders are unlikely to see significant capital appreciation if interest rates decline materially below the 5.65% coupon rate.

Minimum Investment Amounts and Trading Characteristics

The notes are available for purchase in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter. This minimum denomination aligns with standard institutional debt market practice and allows both individual and institutional investors to participate, though the practical accessibility may vary depending on the distribution channels used. The notes are issued in book-entry form through the facilities of DTC, eliminating the need for physical certificates and enabling electronic settlement and trading on secondary markets.

The CUSIP identifier assigned to these notes is 91159XJF3, providing a standard security identifier for trading, settlement, and portfolio tracking purposes. Investors will use this CUSIP when buying, selling, or tracking the notes in their accounts or through trading platforms. The book-entry structure facilitates efficient secondary market trading and settlement, though actual liquidity in the secondary market would depend on market participant demand for U.S. Bancorp debt securities at any given time.

Pricing and Distribution Terms

The disclosure indicates that notes are priced at 100% of principal amount, meaning an investor purchasing $1,000 principal amount pays $1,000 at issuance before any accrued interest or fees. U.S. Bancorp Investments, Inc. is acting as agent for the issuer in the offering and may distribute selling commissions to other affiliated or unaffiliated dealers. The filing discloses that these selling commissions will vary and may reach up to $40.00 per $1,000 principal amount note. For eligible institutional investors or fee-based advisory accounts where a broker-dealer acts as investment adviser, notes may be offered at prices ranging between $960.00 and $1,000 per $1,000 principal amount, with participating broker-dealers potentially foregoing certain selling commissions on these transactions.

The price to public incorporates the estimated cost of hedging U.S. Bancorp's obligations under the notes through one or more of its affiliates. This hedging cost is embedded in the pricing rather than disclosed as a separate charge to investors. The offering is being conducted in compliance with Financial Industry Regulatory Authority Rule 5121, applicable requirements regarding affiliated parties participating in note sales. Specific pricing levels and aggregate offering amounts remain subject to completion at the time of actual pricing on the expected pricing date of July 31, 2026.

Expected Issuance Timeline and Settlement Details

The preliminary pricing supplement is dated July 23, 2026, and indicates an expected pricing date of July 31, 2026. Settlement is anticipated to occur on August 4, 2026, designated as the original issue date. The settlement date represents the second scheduled business day after the expected pricing date, following standard market settlement conventions for medium-term note offerings. Notes will be delivered in book-entry form through DTC facilities on or about the settlement date, contingent upon payment in immediately available funds.

The maturity date is expected to be August 4, 2041, subject to the business day convention described in the prospectus supplement and prospectus. This fifteen-year term provides investors with a long-duration fixed income security, suitable for investors with extended time horizons and specific liability matching needs. The timing from expected pricing to settlement provides market participants with approximately four business days to evaluate the final pricing terms and confirm their participation in the offering.

Risk Factors and Credit Considerations

The filing explicitly states that investing in the notes involves risks and directs potential purchasers to review the "Risk Factors" section beginning on page S-9 of the accompanying prospectus supplement, as well as risk factor discussions in U.S. Bancorp's annual and other reports filed with the Securities and Exchange Commission, which are incorporated by reference in the pricing supplement. The notes represent unsecured, unguaranteed obligations of U.S. Bancorp, meaning all payments depend entirely on the issuer's creditworthiness and financial condition. Investors bear full credit risk associated with U.S. Bancorp, with no government insurance or FDIC backing of any kind.

The disclosure emphasizes the absence of any governmental approval or endorsement, stating explicitly 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 or accompanying prospectus materials are truthful or complete. This standard regulatory disclaimer ensures investors understand that regulatory approval does not constitute an assessment of the notes' quality or suitability for particular investor profiles. Potential purchasers should conduct independent due diligence regarding U.S. Bancorp's financial condition, competitive position, and regulatory environment when evaluating these securities.

Prospectus Information and Disclosure Framework

The pricing supplement references and incorporates by reference the prospectus dated March 9, 2026, and the prospectus supplement dated March 9, 2026, both relating to U.S. Bancorp's Senior Medium-Term Notes, Series EE. The disclosure framework specifies that information in the pricing supplement supersedes conflicting information in the prospectus supplement or prospectus where differences exist. Investors are directed to read all three documents together—the pricing supplement, prospectus supplement, and base prospectus—to obtain complete information regarding the notes, their terms, and the issuer's business and financial condition.

The filing cautions that no person other than U.S. Bancorp and U.S. Bancorp Investments, Inc. is authorized to provide information regarding the notes or offer, and investors should not rely on any different or additional information provided by other parties. The preliminary nature of the pricing supplement, as indicated by "Subject to Completion, Dated July 23, 2026" language at the top of the document, signals that certain material terms remain incomplete pending finalization at the time of pricing. Investors should treat the document as preliminary guidance subject to change until final pricing and settlement occur on the expected dates disclosed in the offering materials.

Affiliate Distribution and FINRA Compliance Measures

U.S. Bancorp Investments, Inc., an affiliate of U.S. Bancorp, is participating in sales of the notes as agent and distributor. The disclosure notes that because USBI is participating in note sales, the offering is being conducted in compliance with applicable requirements of FINRA Rule 5121. This rule addresses conflict-of-interest situations where an affiliated party is involved in underwriting or distributing securities issued by its parent or related entity. FINRA Rule 5121 requires specific disclosures regarding the affiliate relationship and selling commissions, which are addressed in the "Supplemental Plan of Distribution (Conflicts of Interest)" section on page PS-5 of the pricing supplement.

The involvement of an affiliated distributor permits U.S. Bancorp to manage distribution costs and leverage existing distribution relationships while maintaining regulatory compliance through appropriate disclosures and conflict-of-interest management. Investors should note the affiliate relationship when evaluating potential conflicts of interest in recommendations or sales activities. The FINRA compliance framework provides regulatory oversight of the distribution process and protection through standard conflict-of-interest procedures, though investors should remain aware that the distributor has a financial interest in selling the notes.

Technical Specifications and Market Identifiers

The notes are formally identified as U.S. Bancorp Senior Medium-Term Notes, Series EE, Callable Fixed Rate Notes due August 4, 2041. The CUSIP 91159XJF3 serves as the primary security identifier for trading, settlement, and institutional portfolio management. Currency denomination is exclusively in U.S. dollars, with principal and interest payments made in U.S. dollars. The day count convention of 30/360 standardizes interest calculations by treating all months as 30 days and all years as 360 days, a common market convention for corporate debt instruments.

The "unadjusted" interest accrual convention specifies that accrued interest is calculated without adjustment for the actual passage of days or business days, further standardizing calculations across the note's life. The "following" business day convention for payment dates ensures that if any scheduled payment date falls on a non-business day, payment occurs on the next business day without any interest adjustment. These technical specifications provide clarity on how interest accrues and payments are calculated throughout the life of the notes, enabling investors and market participants to precisely determine cash flows at any point during the holding period.