Rule 424(b)(2)
Registration No. 333-294133
PRICING SUPPLEMENT NO. 1 DATED MAY 13, 2026
TO PROSPECTUS DATED MARCH 9, 2026, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT DATED MARCH 9, 2026, AND
SUPPLEMENTAL TO THE OFFICERS’ CERTIFICATE AND COMPANY ORDER
DATED MARCH 9, 2026
U.S. Bancorp
Medium-Term
Notes, Series FF (Subordinated)
This pricing supplement supplements the terms and conditions in the prospectus,
dated March 9, 2026, as supplemented by the prospectus supplement, dated March 9, 2026, and should be read together with the prospectus supplement and the prospectus for additional information about the offering and sale of $1,250,000,000
5.723% Fixed Rate Reset Subordinated Notes due May 20, 2041 (the “notes”) of U.S. Bancorp (“USB” or the “Company”).
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| Key Terms of the Notes |
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| CUSIP No. |
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91159HJZ4 |
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Series: |
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☐ Series EE (Senior)
☒ Series FF (Subordinated) |
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| Principal Amount: |
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$1,250,000,000 |
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Form of Note: |
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☒ Book-Entry
☐ Certificated |
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| Issue Price (Dollar Amount and Percentage of
Principal Amount): |
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$1,250,000,000 /100.000% |
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Interest Rate (and, if applicable,
related Interest Periods): |
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☒ Fixed Rate Note (subject to reset on the Reset Date)
☐ CMT Rate Note
☐ Reuters Page FRBCMT
☐ Reuters Page FEDCMT
☐ One-Week
☐ One-Month ☐ Commercial Paper Rate Note
☐ CORRA Note
☐ EURIBOR Note
☐ Federal Funds Rate Note
(effective) (open) (target)
☐ Prime Rate Note
☐ SOFR Note
☐ SONIA Rate Note
☐ Treasury Rate Note
☐ Zero Coupon Note
☐ Other Base Rate or formula: |
| Proceeds to the Company (Before
Expenses): |
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$1,246,250,000 |
| Trade Date: |
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May 13, 2026 |
| Issue Date: |
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May 20, 2026 |
| Maturity Date: |
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May 20, 2041 |
| Reset Date: |
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May 20, 2036 |
| Subsequent Reset Date: |
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Not Applicable. |
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| Initial Interest Rate: |
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5.723% per annum payable in arrears for each semi-annual Interest Period during the initial fixed rate period, which is
the period from, and including, the Issue Date to, but excluding, the Reset Date. |
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| Reset Interest Rate: |
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Reset Reference Rate as determined on the Reset Determination Date plus the Spread per annum payable in arrears for each semi-annual Interest Period during the reset period, which is the period from, and including, the Reset Date
to, but excluding, the Maturity Date. |
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| Reset Reference Rate: |
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U.S. Treasury Rate for a five-year maturity, calculated in accordance with the terms and provisions set forth under “Description of Notes—Fixed Rate Reset Notes—Determination of Reset Reference Rates
for Fixed Rate Reset Notes—U.S. Treasury Rate” in the prospectus supplement. |
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| Reset Determination Date: |
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The third business day preceding the Reset Date. |
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| Spread: |
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+125 basis points |
PS-1
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| Interest Periods: |
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Each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest Period, the Issue Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period,
the Maturity Date or earlier Redemption Date). |
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| Interest Payment Dates: |
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May 20 and November 20 of each year, beginning on November 20, 2026 and ending on the Maturity Date. |
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| Regular Record Dates: |
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15 calendar days prior to each Interest Payment Date. |
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| Day Count Convention: |
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30/360. |
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| Business Day: |
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New York. |
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| Business Day Convention: |
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Following unadjusted business day convention. |
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| Calculation Agent: |
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For purposes of calculations with respect to the Reset Reference Rate, the Company has entered into an agreement with U.S. Bank Trust Company, National Association to act as calculation agent. |
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| Agents’ Commission: |
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$3,750,000 |
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| Redemption Dates and Terms: |
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The Company may redeem the notes at its option, (a) in whole, but not in part, on the Reset Date, or (b) in whole at any time or
in part from time to time, on or after November 20, 2040 (six months prior to the Maturity Date) and prior to the Maturity Date, in each case at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued
and unpaid interest thereon to, but excluding, the Redemption Date. See “Description of Notes—Redemption” in the prospectus supplement.
Notice of any redemption will be provided at least 5 but not more than 60 days before
the Redemption Date to each holder of notes to be redeemed. To the extent
then required by applicable laws or regulations, the notes may not be redeemed prior to their stated maturity without any requisite prior approvals from applicable regulators. |
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| Original Issue Discount Notes: |
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Not applicable. |
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| Prohibition of Sales to
EEA and UK Retail Investors: |
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Applicable. |
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 not secured.
Investing in
the notes involves risks. Potential purchasers of the notes should consider the information set forth in the “Risk Factors” section beginning on page S-9 of the prospectus
supplement and the discussion of risk factors contained in USB’s annual and other reports filed with the United States Securities and Exchange Commission (the “SEC”), which are incorporated by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of the notes or determined that this
pricing supplement, the prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This pricing supplement should be read together with the prospectus supplement and prospectus, which can be accessed on the
SEC website via the links below:
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Prospectus dated March
9, 2026 |
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Prospectus supplement dated
March 9, 2026 |
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Per Note(1) |
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Total |
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| Price to Public |
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100.000 |
% |
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$ |
1,250,000,000 |
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| Agents’ Commission or Discount |
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0.300 |
% |
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$ |
3,750,000 |
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| Net Proceeds (Before Expenses) to Us |
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99.700 |
% |
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$ |
1,246,250,000 |
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(1) Plus accrued interest, if any, from May 20, 2026, if settlement occurs after that date.
PS-2
We expect to deliver the notes to investors through the book-entry delivery system of The
Depository Trust Company and its direct participants on or about May 20, 2026.
Joint Book-Running Managers
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| U.S. Bancorp Investments, Inc. |
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J.P. Morgan |
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RBC Capital Markets |
Co-Managers
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| CastleOak Securities, L.P. |
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Drexel Hamilton |
PS-3
SUPPLEMENTAL PLAN OF DISTRIBUTION
U.S. Bancorp Investments, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as joint book-running managers of the
offering. Subject to the terms and conditions of a terms agreement (the “terms agreement”), between us and the agents named below, incorporating the terms of a distribution agreement, dated as of March 9, 2026, between us and the
agents named in the prospectus supplement, we have agreed to sell to the agents, and each of the agents has agreed, severally and not jointly, to purchase, as principal, the principal amount of notes set forth opposite its name below.
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| Agent |
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Principal Amount |
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| U.S. Bancorp Investments, Inc. |
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$ |
612,500,000 |
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| J.P. Morgan Securities LLC |
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306,250,000 |
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| RBC Capital Markets, LLC |
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306,250,000 |
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| CastleOak Securities, L.P. |
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12,500,000 |
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| Drexel Hamilton, LLC |
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12,500,000 |
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| Total |
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$ |
1,250,000,000 |
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Delivery Instructions: DTC # 0280
We expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of this
pricing supplement, which will be on the fifth business day following the date the notes are priced (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Exchange Act, trades in
the secondary market generally are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the business day before delivery of the notes will be
required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.
See “Plan of Distribution (Conflicts of Interest)” in the prospectus supplement for additional information.
PS-4
LEGAL MATTERS
In the opinion of Willkie Farr & Gallagher LLP, as counsel to the Company, when the notes offered by this pricing supplement have
been issued by the Company pursuant to the indenture, the trustee and/or paying agent has made, in accordance with the instructions from the Company, the appropriate entries or notations in its records relating to the master global note that
represents such notes, and such notes have been delivered against payment therefor, the notes will constitute valid and legally binding obligations of the Company entitled to the benefits of the indenture, except that (a) the enforceability
thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and
(ii) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and (b) the enforceability of
provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances.
This opinion is given as of the date hereof and is limited solely to the Federal laws of the United States of America, the laws of the State
of New York and the General Corporation Law of the State of Delaware. In addition, this opinion is subject to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and the genuineness of signatures
and certain factual matters, all as stated in the opinion of such counsel, dated March 9, 2026, which has been filed as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the SEC on
March 9, 2026.
PS-5
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/s/ Luke R. Wippler |
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(authorized officer) |
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/s/ Kevin R. Stenzel |
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(authorized officer) |
[Signature page
– Trustee’s Instructions – Pricing Supplement No. 1]
