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U.S. Bancorp is offering senior unsecured medium-term notes with a fixed interest rate of 5.60% per year and a final maturity expected on February 13, 2046. The notes pay annual interest on February 13, starting in 2027, using a 30/360 day-count convention.
The notes are callable at U.S. Bancorp’s option at par plus accrued interest on February 13, May 13, August 13 and November 13 of each year from February 13, 2029 through November 13, 2045. They are issued in $1,000 minimum denominations, are not FDIC insured, will not be listed on any exchange, and all payments depend on U.S. Bancorp’s credit. U.S. Bancorp Investments, Inc. will distribute the notes and may receive selling commissions of up to $30 per $1,000 principal amount.
U.S. Bancorp is offering senior unsecured medium-term notes that pay a fixed interest rate of 5.40% per year and are scheduled to mature on February 6, 2046, unless redeemed earlier at the company’s option.
Interest is paid annually on February 6, beginning in 2027, using a 30/360 day-count. Starting February 6, 2029, and on the 6th of February, May, August and November through November 6, 2045, U.S. Bancorp may redeem the notes at 100% of principal plus accrued interest. The notes are not FDIC insured, will not be listed on any exchange, and investors face credit, call, liquidity, and tax-law change risks.
U.S. Bancorp is offering senior unsecured medium-term notes that pay fixed interest of 5.05% per year, with interest payable in arrears each February 11 beginning in 2027, and a scheduled maturity on February 11, 2037, subject to the stated business day and interest accrual conventions.
The notes are callable at U.S. Bancorp’s option, in whole but not in part, on specified quarterly redemption dates from February 11, 2028 through November 11, 2036 at 100% of principal plus accrued interest. They are issued in $1,000 minimum denominations, will not be listed on an exchange, and all payments depend on U.S. Bancorp’s credit.
U.S. Bancorp announced a planned change in board leadership. Andrew Cecere, Chairman of the Board, told the board on January 27, 2026 that he will not stand for re-election when his current term ends at the 2026 Annual Meeting of Shareholders.
The company states his decision is for personal reasons after 40 years of service and is not due to any disagreement about operations, policies, or practices. Gunjan Kedia, currently Chief Executive Officer, President, and a director, has been elected to become Chairman effective upon Mr. Cecere’s retirement from the board on April 21, 2026.
U.S. Bancorp is offering $1,000,000,000 of 5.033% Fixed-to-Floating Rate Senior Notes due January 26, 2037. The notes pay a fixed 5.033% annual interest rate, with semi-annual payments from the issue date to January 26, 2036, then switch to a floating rate of compounded SOFR plus 110.1 basis points with quarterly payments until maturity.
The notes may be redeemed at U.S. Bancorp’s option starting July 25, 2026 at a make-whole redemption price, and at 100% of principal on the reset date or on or after October 26, 2036, in each case plus accrued interest. The price to the public is 100% of principal, generating net proceeds of $997,000,000 after a $3,000,000 selling commission. The notes are unsecured, not deposits, and are not insured by any governmental agency.
U.S. Bancorp is issuing $1,250,000,000 of 4.481% fixed-to-floating rate senior notes due January 26, 2032. The notes pay a fixed interest rate of 4.481% per year, with semi-annual payments on January 26 and July 26 from the issue date to the reset date on January 26, 2031.
After the reset date, interest converts to a floating rate based on Compounded SOFR with an observation period shift, plus a spread of 86.7 basis points, paid quarterly until maturity. The notes are unsecured, are not bank deposits and are not insured by the FDIC or any government agency. U.S. Bancorp may redeem the notes at specified times before maturity, including a make-whole call from July 25, 2026 to the reset date and par redemptions on the reset date and during the final month before maturity.
U.S. Bancorp filed an 8-K to report that it has released its financial results for the quarter ended December 31, 2025. The company issued a press release, attached as Exhibit 99.1, and a 4Q25 Earnings Supplement, attached as Exhibit 99.2, providing additional detail on quarterly performance. It also plans to host an investor conference call and webcast to discuss these results, supported by a 4Q25 Earnings Conference Call Presentation attached as Exhibit 99.3. Certain exhibits are designated as filed or furnished under the Exchange Act, and all materials include forward-looking statements with related cautionary language.
U.S. Bancorp reported that it has signed an Agreement and Plan of Merger to acquire Condor Trading LP (BTIG Parent), making BTIG Parent a subsidiary of the bank. The deal combines upfront cash, stock and performance-based payments, and will close only after required conditions, including regulatory approvals, are satisfied.
The consideration includes $362,500,000 in cash at closing (subject to adjustments), plus 6,600,594 shares of U.S. Bancorp common stock to be issued at closing. The agreement also provides for up to an additional $275,000,000 in contingent cash over a three-year period after closing if specified revenue targets are achieved. The stock issued is intended to rely on a private-offering exemption under Section 4(a)(2) of the Securities Act.
U.S. Bancorp director reports additional deferred stock-based compensation
A director of U.S. Bancorp (USB) reported a routine update to his holdings through a deferred compensation plan. On 12/26/2025, he acquired 82 derivative securities tied to the company’s common stock at a reference price of $54.99, representing 82 shares of common stock underlying the award. These amounts are held in a deferred compensation plan that is payable in U.S. Bancorp common stock when he ceases to serve on the Board of Directors. Following this transaction, he beneficially owned 23,507 derivative securities linked to U.S. Bancorp common stock, which includes amounts acquired through dividend reinvestment.
U.S. Bancorp director Richard P. McKenney reported a routine deferred compensation transaction tied to company stock. On 12/26/2025, he acquired 82 derivative securities through a Deferred Compensation Plan Participation at a reference price of $54.99 per unit. These derivatives represent rights to receive U.S. Bancorp common stock.
After this transaction, McKenney beneficially owned 31,191 derivative securities linked to U.S. Bancorp common stock. The plan is payable in common stock when he ceases to serve on the company’s Board of Directors, and the reported holdings include amounts acquired through dividend reinvestment.