U.S. Bancorp Prices $1 Million Callable Fixed Rate Notes Due 2046 at 5.75% Coupon

Callable Note Structure and Call Option Mechanics

The notes issued by U.S. Bancorp feature a callable structure, which means the company retains the option to redeem the securities prior to their stated maturity date. Beginning on July 30, 2029, U.S. Bancorp may redeem the notes, in whole but not in part, on any of the quarterly redemption dates that fall on the 30th calendar day of January, April, July, and October through April 30, 2046. This call feature provides the issuer with flexibility to refinance debt if market conditions become favorable, but places reinvestment risk on note holders.

If U.S. Bancorp exercises its call option, it will redeem the notes at a price equal to the principal amount plus any accrued and unpaid interest. The company must deliver notice to The Depository Trust Company on any business day after the original issue date that is at least five business days before the applicable redemption date. This advance notice requirement allows investors to plan for potential early redemption, though the discretionary nature of the call option means redemption is not guaranteed and investors may hold the notes through maturity if market rates remain favorable for refinancing alternative instruments.

Fixed Interest Rate and Payment Schedule

The notes carry a fixed coupon rate of 5.75% per annum, payable in arrears on specified interest payment dates. Interest accrues according to a 30/360 day count fraction convention, meaning each $1,000 principal amount note will generate $57.50 in annual interest payments. The first interest payment is scheduled for August 30, 2026, with subsequent payments on the last calendar day of February and the 30th calendar day of January, March, April, May, June, July, August, September, October, November, and December of each year, continuing through the maturity date or earlier redemption.

The interest payment structure utilizes an unadjusted interest accrual convention and follows a "following" business day convention, meaning that if any interest payment date falls on a day that is not a business day, payment will be made on the next succeeding business day without adjustment to the interest accrued. This standardized approach to interest calculation and payment is common in corporate debt markets and provides clarity to investors regarding when funds will be received throughout the holding period.

Offering Price and Distribution Terms

U.S. Bancorp priced the notes at 100% of the principal amount, or $1,000 per $1,000 note. The offering included estimated fees and commissions of $20.60 per $1,000 principal amount, resulting in net proceeds to U.S. Bancorp of $979.40 per note. On the aggregate offering of $1 million principal amount, total fees were $20,600, and net proceeds before expenses totaled $979,400. This pricing reflects a full competitive offering in the investment-grade debt markets during the pricing date of July 28, 2026.

The notes are available for purchase in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter, accommodating both institutional and individual investors. For sales to eligible institutional investors or fee-based advisory accounts where an affiliated or unaffiliated broker-dealer acts as investment adviser, the price to public may range between $979.40 and $1,000 per $1,000 principal amount, with broker-dealers potentially forgoing some or all selling commissions. U.S. Bancorp Investments, Inc. acts as agent in the distribution, with the company noting that because an affiliate is participating in sales, the offering complies with applicable Financial Industry Regulatory Authority Rule 5121 requirements.

Minimum Denominations and Settlement Details

Investors may purchase the notes in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter, providing flexibility for investors of varying sizes. The pricing date was established as July 28, 2026, with the original issue date and settlement date on July 30, 2026, representing a standard two-business-day settlement cycle common in the U.S. capital markets. Delivery is expected to occur in book-entry form through the facilities of The Depository Trust Company against payment in immediately available funds on or about July 30, 2026.

The CUSIP identifier for the notes is 91159XHV0, enabling investors to track and trade the securities through standard market channels. Book-entry settlement through DTC eliminates the need for physical certificates and allows for electronic transfer of ownership and interest payment distribution. This modern settlement infrastructure ensures efficient administration of the notes and reduces operational risk for both the issuer and investors.

Credit Risk and FDIC Insurance Disclaimer

U.S. Bancorp emphasizes that the notes are unsecured obligations of the company, meaning they are not backed by specific collateral and are subordinate to secured debt of the issuer. Investors' returns depend entirely on the creditworthiness of U.S. Bancorp and the company's ability to meet its payment obligations. The company further notes that the notes are not savings accounts, deposits, or other obligations of a bank, and therefore are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. This disclaimer is critical for investors to understand, as it clarifies that these instruments carry credit risk distinct from the safety traditionally associated with bank deposits.

The filing indicates that potential purchasers should carefully consider risk factors outlined in the prospectus supplement and the company's annual and other reports filed with the Securities and Exchange Commission, which are incorporated by reference into the offering documents. Credit risk—the possibility that U.S. Bancorp may not be able to meet its obligations—is the primary risk investors face when holding these notes, and this risk exists throughout the entire term of the investment, whether the notes are called early or held to maturity.

Regulatory Approval and SEC Disclosure

The pricing supplement is filed pursuant to Securities and Exchange Commission Rule 424(b)(2) under registration statement number 333-294133. The document cross-references and incorporates by reference the prospectus dated March 9, 2026, and the prospectus supplement also dated March 9, 2026, relating to U.S. Bancorp's Senior Medium-Term Notes, Series EE program. Information disclosed in the pricing supplement supersedes any conflicting information contained in the prospectus supplement or prospectus to the extent such information differs.

U.S. Bancorp and U.S. Bancorp Investments, Inc. have not authorized any person other than those specifically mentioned in the offering documents to provide information about the notes to potential investors. The filing explicitly states that neither the SEC, any state securities commission, the FDIC, nor any other regulatory body has approved or disapproved the notes or determined whether the pricing supplement, prospectus supplement, or prospectus is truthful or complete. Investors are directed to rely exclusively on information contained in or incorporated by reference in the official offering documents.

Twenty-Year Term and Maturity Provisions

The notes have a stated term of twenty years from the original issue date of July 30, 2026, maturing on July 30, 2046, subject to the business day convention. This extended maturity period provides long-duration fixed income exposure for investors seeking to lock in the 5.75% coupon for an extended period. However, the callable nature of the notes means that the actual duration of the investment may be shortened if U.S. Bancorp chooses to exercise its redemption rights on or after July 30, 2029. Investors accepting twenty-year duration should also account for the possibility of earlier redemption, typically occurring when market interest rates have declined below the 5.75% coupon rate.

Upon maturity or call, investors will receive the principal amount of their notes plus any accrued and unpaid interest, provided that the notes are outstanding and have not previously been called on an earlier redemption date. The business day convention specifies how dates are adjusted if they fall on weekends or holidays, and the unadjusted interest accrual convention means that interest accrues based on the actual calendar dates without further adjustment. These provisions ensure clarity regarding the timing and amount of final principal and interest payments.

Hedging Costs and Pricing Methodology

The filing discloses that the price to public includes the estimated cost of hedging U.S. Bancorp's obligations under the notes through one or more of the company's affiliates. This hedging activity allows U.S. Bancorp to manage its interest rate risk exposure stemming from the fixed-rate coupon obligation. By hedging through derivatives, the company can lock in its cost of capital and reduce the uncertainty around future interest rate movements. The inclusion of estimated hedging costs in the public price ensures that investors are paying a price that reflects the true economic cost to the issuer of issuing these fixed-rate notes.

U.S. Bancorp Investments, Inc., acting as distribution agent, may pay some or all of the selling commissions it receives from U.S. Bancorp to other affiliated or unaffiliated dealers, with commissions varying up to the stated $20.60 per $1,000 principal amount. This flexible commission structure allows the agent to accommodate different distribution channels and dealer arrangements while maintaining overall compensation within specified limits. The pricing methodology and fee structure reflect standard market practice for investment-grade corporate debt offerings.

Interest Accrual and Day Count Conventions

The notes employ a 30/360 day count fraction convention, which is a standard calculation method in bond markets that treats each month as having 30 days and each year as having 360 days. Under this convention, interest accrual is simplified and standardized across the market, allowing for easier comparison with other fixed-income instruments. The formula for calculating interest on each interest payment date multiplies the $1,000 principal amount by the 5.75% interest rate by the applicable day count fraction for the relevant interest period. This straightforward calculation method provides transparency regarding the amount of interest due on each payment date.

The unadjusted interest accrual convention means that interest accrues based on the actual calendar dates of the interest period without further adjustments. Combined with the following business day convention for payment dates, this approach ensures that if an interest payment date falls on a non-business day, payment occurs on the next business day, but the amount of interest paid remains based on the unadjusted accrual period. This structure provides predictability for investors regarding the precise amount they will receive on each interest payment date.