U.S. Bancorp Launches 20-Year Fixed-Rate Callable Notes at 6.00% Coupon

Fixed Income Structure and Interest Payment Terms

The notes issued by U.S. Bancorp feature a fixed coupon of 6.00% per annum, payable in arrears on the 5th calendar day of August each year, commencing on August 5, 2027, through the maturity date of August 5, 2046. The disclosure indicates that interest accrues using a 30/360 day count fraction basis, which is a standard convention in fixed income markets. Each $1,000 principal amount note will generate annual interest payments calculated according to this standard formula: $1,000 multiplied by the interest rate multiplied by the applicable day count fraction for each interest period.

Interest periods are defined as successive intervals beginning on an interest payment date and ending on the next succeeding interest payment date, subject to any earlier redemption of the notes. The disclosure specifies that the interest accrual convention is "unadjusted," meaning dates are not modified if they fall on non-business days. This structure provides investors with predictable, regular income payments over the life of the investment, contingent on the notes not being called by the issuer prior to maturity.

Call Feature and Redemption Schedule

A distinguishing characteristic of these notes is their callable nature, which allows U.S. Bancorp to redeem the securities at its option prior to the stated maturity date. Beginning on August 5, 2031, U.S. Bancorp may redeem the notes in whole, but not in part, on any redemption date. Redemption dates occur on the 5th calendar day of February, May, August, and November of each year, continuing through May 5, 2046. This means that investors face the possibility of their notes being called at any point during approximately the final 15 years of the note's 20-year term.

When the notes are called, U.S. Bancorp will pay the principal amount being redeemed plus any accrued and unpaid interest up to the redemption date. The disclosure states that if U.S. Bancorp intends to exercise its call option, it must deliver notice to The Depository Trust Company at least 5 business days before the applicable redemption date. The business day convention applied to this offering is "following," meaning that if a scheduled date falls on a non-business day, the obligation is satisfied on the next succeeding business day.

Pricing and Distribution Arrangement

According to the filing, the issue price of the notes is expected to be 100% of the principal amount per note, with each note having a principal amount of $1,000. The pricing date is expected to be August 3, 2026, with the original issue date and settlement date expected to be August 5, 2026. The company did not disclose the aggregate principal amount of notes in this preliminary pricing supplement, as the filing states this amount remains subject to completion. The exact price to public, fees and commissions, and proceeds to U.S. Bancorp are also left blank in this preliminary version pending final pricing.

U.S. Bancorp Investments, Inc. is acting as the agent for the distribution of the notes. The disclosure indicates that selling commissions may vary and will be up to $40.00 per $1,000 principal amount of notes sold. USBI may pay some or all of these commissions to other affiliated or unaffiliated dealers participating in the distribution. 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 public may range between $960.00 and $1,000 per $1,000 principal amount, and broker-dealers may forgo some or all selling commissions on these sales.

Regulatory Compliance and FINRA Requirements

The filing discloses that because U.S. Bancorp's affiliate, U.S. Bancorp Investments, Inc., 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 governs affiliated transactions and requires specific disclosures and procedures to manage potential conflicts of interest. The preliminary pricing supplement was filed pursuant to SEC Rule 424(b)(3) under Registration Statement No. 333-294133, establishing the formal regulatory framework under which the offering is being made.

The notes will be delivered in book-entry form through the facilities of The Depository Trust Company against payment in immediately available funds. The CUSIP number assigned to these notes is 91159XJA4, providing a unique identifier for trading and settlement purposes. The preliminary nature of this pricing supplement means the specific pricing details and other material terms remain subject to completion and change prior to final pricing.

Credit Risk and Unsecured Nature of the Obligation

A critical point emphasized in the disclosure is 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. The notes constitute unsecured senior debt obligations of U.S. Bancorp, meaning they are not backed by specific collateral and investors' claims are general unsecured claims against the company. All payments on the notes are subject to the credit risk of U.S. Bancorp, which investors should carefully evaluate before purchasing.

The filing directs potential purchasers to review the risk factors section beginning on page S-9 of the accompanying prospectus supplement and to consider risk factor discussions 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 disclosure explicitly states that investing in the notes involves risks and that prospective investors should thoroughly examine all relevant risk disclosures before making an investment decision.

Documentation and Incorporation by Reference

The preliminary pricing supplement is designed to be read in conjunction with the prospectus supplement dated March 9, 2026, and the base prospectus dated March 9, 2026, both relating to U.S. Bancorp's Senior Medium-Term Notes, Series EE. Information in the pricing supplement supersedes information in the accompanying prospectus supplement and prospectus to the extent it differs from that information. Certain defined terms used in the pricing supplement without definition have meanings set forth in the accompanying prospectus supplement or the base prospectus.

The disclosure emphasizes that investors should rely only on information contained in or incorporated by reference in the pricing supplement and the accompanying prospectus supplement and prospectus. U.S. Bancorp and U.S. Bancorp Investments, Inc. have not authorized any person to provide information other than that contained in these documents. The filing indicates that neither company is making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted and cautions that business, financial condition, results of operations, and prospects may have changed since the date of the underlying prospectus documents.

Hedging and Affiliate Transaction Considerations

The pricing supplement 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 hedging arrangement is a standard practice in debt issuance but represents an additional cost factor embedded in the offering price that investors should understand. The presence of hedging arrangements through affiliates, combined with USBI's role as agent and potential commission payments to affiliated dealers, creates interconnected transactions within the U.S. Bancorp corporate family.

These affiliate relationships are disclosed in compliance with FINRA Rule 5121 and are further detailed in the "Supplemental Plan of Distribution (Conflicts of Interest)" section referenced in the pricing supplement. Investors should recognize that these arrangements, while disclosed and regulated, may create incentive structures that differ from traditional third-party distributions, though they are subject to FINRA oversight and compliance requirements.

Investor Considerations and Market Context

The notes are specifically designed for investors who seek a fixed income investment at a 6.00% coupon but are willing to accept the risk that the notes will be called at U.S. Bancorp's option prior to the maturity date. This risk-return profile appeals to investors with different expectations about interest rate movements and credit conditions. If interest rates decline significantly from the coupon level, U.S. Bancorp would be more likely to exercise its call option, forcing investors to reinvest proceeds at potentially lower rates. Conversely, if rates rise, the call option is unlikely to be exercised, and investors would continue receiving the 6.00% coupon through maturity.

The twenty-year maturity with call features beginning in 2031 positions these notes in the intermediate-to-long duration portion of the fixed income spectrum. The preliminary pricing supplement indicates that the exact offering size and final pricing remain to be determined following the pricing date of August 3, 2026, meaning the market conditions at that time will determine the final terms and the aggregate amount of capital U.S. Bancorp raises through this offering.