美国合众银行美股招股说明书(2025-03-11版)

U.S. BancorpSenior Medium-Term Notes, Series CCCallable Fixed Rate Notes due March 12, 2030 General·These Notes (as defined herein) are designed for an investor who seeks a fixed income investment at an interest rate of 5.00% per annum but who is also willing to accept the risk that the Notes will be called, at our option, prior to the Maturity Date.·At our option, we may redeem the Notes, in whole but not in part, on any of the Redemption Dates specified below.·The Notes may be purchased in minimum denominations of $1,000 and in integral multiples of $1,000 thereafter. Key Terms On the Maturity Date, we will pay you the principal amount of your Notesplusany accrued and unpaid interest,providedthat your Notes are outstanding and have not previously been called on any Redemption Date. Payment at Maturity: Call Feature: On the 12thcalendar day of March and September of each year, beginning on March 12, 2026, and ending onSeptember 12, 2029 (each, a “Redemption Date”), we may redeem your Notes, in whole but not in part, at a priceequal to the principal amount being redeemed plus any accrued and unpaid interest, subject to the Business DayConvention and the Interest Accrual Convention described below. If we intend to redeem your Notes, we willdeliver notice to The Depository Trust Company (“DTC”) on any business day after the Original Issue Date thatis at least 5 business days before the applicable Redemption Date. Subject to the Interest Accrual Convention, with respect to each Interest Period, for each $1,000 principal amountNote, we will pay you interest in arrears on each Interest Payment Date in accordance with the followingformula: Interest: $1,000 × Interest Rate × Day Count Fraction. The period beginning on and including the Original Issue Date and ending on but excluding the first InterestPayment Date, and each successive period beginning on and including an Interest Payment Date and ending onbut excluding the next succeeding Interest Payment Date, subject to any earlier redemption and the InterestAccrual Convention described below. Interest Periods: Interest Payment Dates:Interest on the Notes will be payable in arrears on the 12thcalendar day of March and September of each year,beginning on September 12, 2025 to and including the Maturity Date (each, an “Interest Payment Date”), subjectto any earlier redemption and the Business Day Convention and Interest Accrual Convention described below. March 12, 2025 (Settlement Date) Maturity Date:March 12, 2030, subject to the Business Day Convention Business Day Convention:Following (1)The price to public includes the estimated cost of hedging our obligations under the Notes through one or more of ouraffiliates.(2)U.S. Bancorp Investments, Inc. (“USBI”), acting as agent for us, may pay some or all of the selling commissions it receivesfrom us to other affiliated, including U.S. Bancorp Advisors, LLC (“USBA”), or unaffiliated dealers. These sellingcommissions will vary and will be up to $2.49 per $1,000 principal amount Note. See “Supplemental Plan of Distribution(Conflicts of Interest)” on page PS-7 of this pricing supplement. (3)With respect to Notes sold to eligible institutional investors or fee-based advisory accounts for which an affiliated orunaffiliated broker-dealer is an investment adviser, the price to the public will be between $997.51 and $1,000 per $1,000principal amount Note. Broker-dealers who purchase the Notes for these accounts may forgo some or all sellingcommissions related to these sales. The per Note price to the public in the table above assumes a price to the public of$1,000 per $1,000 principal amount Note. Because our affiliates, USBI and USBA, are participating in sales of the Notes, the offering is being conducted incompliance with the applicable requirements of Financial Industry Regulatory Authority (“FINRA”) Rule 5121. The Notes are unsecured obligations of U.S. Bancorp and all payments on the Notes are subject to the credit risk ofU.S. Bancorp. The Notes will not constitute deposits insured by the U.S. Federal Deposit Insurance Corporation or anyother government agency or instrumentality of the United States or any other jurisdiction. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these Notes or determined if this pricing supplement or the accompanying prospectus supplement andprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the Notes involves risks. See the “Additional Risk Factors” beginning on page PS-4 of this pricingsupplement and the “Risk Factors” beginning on page S-6 of the accompanying prospectus supplement. We will deliver the Notes in book-entry form through the facilities of DTC on or about March 12, 2025 against payment inimmediately available funds.U.S. Bancorp Investments, Inc. ABOUT THIS PRICING SUPPLEMENT You should read this pricing supplement togethe