U.S. Bancorp Prices $302 Million Senior Medium-Term Notes With 5.90% Fixed Coupon and Call Feature

Offering Structure and Principal Terms

U.S. Bancorp issued $302 million in aggregate principal amount of Senior Medium-Term Notes, Series EE on July 30, 2026, with each note having a principal amount of $1,000. The disclosure states that notes are available in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter. The pricing date was July 28, 2026, and notes were delivered in book-entry form through the Depository Trust Company on the settlement date. The issue price was 100% of the principal amount, with investors paying $1,000 per note at issuance. Proceeds to U.S. Bancorp before expenses totaled $295,960,000 after deducting fees and commissions of $6,040,000.

The notes carry a fixed interest rate of 5.90% per annum and have a stated maturity date of July 30, 2046, representing a twenty-year term from the original issue date, subject to early redemption. Interest accrues using a 30/360 day count convention, and the company uses an unadjusted interest accrual convention. The CUSIP for the notes is 91159XHW8. Settlement occurred on a T+2 basis relative to the pricing date, with the notes issued under the company's existing registration statement for Senior Medium-Term Notes, Series EE.

Callable Structure and Redemption Rights

The notes feature a call option exercisable by U.S. Bancorp beginning on July 30, 2029 and continuing through April 30, 2046. The disclosure specifies that redemption dates occur on the 30th calendar day of January, April, July and October in each year within this window. U.S. Bancorp may redeem the notes in whole but not in part on any redemption date at a redemption price equal to the principal amount being redeemed plus any accrued and unpaid interest. If the company intends to exercise the call option, it 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 callable structure means investors face reinvestment risk if the company chooses to redeem the notes prior to maturity, particularly if market interest rates have declined below the 5.90% coupon rate. The announcement indicates that these notes are designed for investors who seek fixed income at the stated interest rate but are willing to accept the risk of early redemption. The redemption feature is subject to a "following" business day convention, which addresses how redemption dates falling on non-business days are handled.

Interest Payment Schedule and Mechanics

Interest on the notes will be paid in arrears on the 30th calendar day of July each year, beginning on July 30, 2027 and continuing through the maturity date or earlier redemption. The disclosure states that for each $1,000 principal amount note, the company will pay interest using the formula: $1,000 × Interest Rate × Day Count Fraction, with the 30/360 day count fraction applied to each interest period. Interest periods are defined as the period beginning on and including the original issue date and ending on but excluding the first interest payment date, and thereafter each successive period beginning on and including an interest payment date and ending on but excluding the next succeeding interest payment date.

The unadjusted interest accrual convention means that interest calculations do not account for adjustments that might otherwise be made based on business day conventions. The filing discloses that all interest payments are subject to the possibility of earlier redemption, which would terminate the note's interest accrual and payment obligations. Investors receive both the principal amount plus accrued and unpaid interest on the maturity date, provided the notes have not been called and remain outstanding.

Pricing and Distribution Arrangement

The filing discloses that the price to public was $1,000 per $1,000 principal amount note, with fees and commissions of $20.00 per note, resulting in proceeds to U.S. Bancorp of $980.00 per note before expenses. Total fees and commissions across the $302 million offering amounted to $6,040,000. The announcement notes that the price to public includes the estimated cost of hedging the company's obligations under the notes through one or more of its affiliates. U.S. Bancorp Investments, Inc. acted as agent for the company in this offering and may pay some or all of the selling commissions it receives to other affiliated or unaffiliated dealers.

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 ranged between $980.00 and $1,000 per $1,000 principal amount note, with broker-dealers potentially foregoing some or all selling commissions on these sales. The announcement states that because U.S. Bancorp Investments, Inc. participated in sales of the notes, the offering was conducted in compliance with applicable Financial Industry Regulatory Authority Rule 5121 requirements governing affiliate participation in underwritten offerings.

Credit Risk and Lack of Insurance Protection

The disclosure 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. The notes are unsecured obligations of U.S. Bancorp, meaning all payments depend entirely on the company's ability and willingness to meet its contractual obligations. All interest and principal payments are subject to the credit risk of U.S. Bancorp as the issuer. This distinction is significant for investors accustomed to FDIC protection on traditional bank deposits, as these notes offer no such protection.

The announcement directs prospective investors to risk factor disclosures contained in the accompanying prospectus supplement and base prospectus, both dated March 9, 2026, as well as in U.S. Bancorp's annual and other reports filed with the Securities and Exchange Commission, which are incorporated by reference. The filing states that investing in the notes involves risks and that potential purchasers should carefully review all risk disclosure materials before making investment decisions.

Regulatory Approval and Offering Compliance

The filing notes that neither the Securities and Exchange Commission, any state securities commission, the Federal Deposit Insurance Corporation, nor any other regulatory body has approved or disapproved these notes or determined whether the pricing supplement, prospectus supplement, or prospectus is truthful or complete. The disclosure includes the statutory warning that any representation to the contrary constitutes a criminal offense. The offering was registered under SEC Registration No. 333-294133, and the pricing supplement was filed pursuant to Rule 424(b)(2) under the Securities Act of 1933.

U.S. Bancorp Investments, Inc. was the distribution agent for the offering. The announcement states that the company is not making an offer to sell the notes in any jurisdiction where such offer or sale is not permitted, and investors should not assume that information contained in the pricing supplement or accompanying prospectuses is accurate as of any date other than the date of the applicable document. The filing emphasizes that only information contained in or incorporated by reference in the pricing supplement and accompanying prospectuses should be relied upon, and no other person is authorized to provide additional information regarding the notes.

Document Incorporation and Reference Framework

The pricing supplement incorporates by reference 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. The filing states that information in the pricing supplement supersedes information in the prospectus supplement and base prospectus to the extent it differs. The announcement directs investors to review these documents together with the pricing supplement to obtain additional information about the notes, and specifies that defined terms used but not defined in the pricing supplement have the meanings set forth in the prospectus supplement or base prospectus.

The filing makes clear that U.S. Bancorp Investments, Inc. has not authorized any person other than those specified to provide information about the notes, and investors should not rely on any information other than that contained in the official offering documents. The announcement notes that neither the pricing supplement nor the accompanying prospectus constitutes an offer or invitation to purchase notes in any jurisdiction where such offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

Settlement and Book-Entry Delivery

The announcement discloses that the notes were delivered in book-entry form through the facilities of the Depository Trust Company on or about July 30, 2026, against payment in immediately available funds. This settlement date represents a T+2 settlement, occurring two business days after the pricing date of July 28, 2026. Book-entry form means that investors do not receive physical note certificates but instead hold their interests through DTC's electronic systems, with their securities holdings maintained in book-entry form through participating depositories and brokers.

The use of DTC settlement streamlines the clearing and settlement process and reduces operational risk associated with physical delivery. Investors purchasing the notes would have received confirmation of their holdings through their brokers or custodians, with the underlying notes registered through DTC. This settlement methodology is standard for modern corporate note offerings and provides efficient transfer and custody arrangements for institutional and individual investors alike.

Market Context and Investor Considerations

The filing indicates that these notes were designed for investors seeking fixed income investment at the 5.90% annual interest rate who are willing to accept the risk that the notes may be called prior to maturity. The callable nature of the notes means that if interest rates decline, U.S. Bancorp would have economic incentive to exercise its redemption option, requiring investors to reinvest their proceeds at potentially lower prevailing market rates. Conversely, if interest rates rise above 5.90%, investors would benefit from the certainty of the fixed coupon, though they would miss the opportunity to achieve higher yields on new investments.

The immediate share price impact was not clear from available public information. Investors should consider their interest rate outlook, portfolio duration objectives, and credit quality requirements when evaluating these notes. The 5.90% coupon rate and twenty-year term reflect the market conditions and U.S. Bancorp's credit profile as of the July 2026 pricing date. Prospective investors may wish to assess current market yields and interest rate expectations relative to the fixed coupon offered to determine whether the risk-return profile aligns with their investment objectives.