美国合众银行美股招股说明书(2025-05-06版)

at a price equal to the principal amount being redeemed plus any accrued and unpaid interest, subject to theBusiness Day Convention and the Interest Accrual Convention described below. If we intend to redeem yourNotes, we will deliver notice to The Depository Trust Company (“DTC”) on any business day after the OriginalIssue Date that is 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:$1,000 × Interest Rate × Day Count Fraction. Interest Periods: U.S. Bancorp Investments, Inc. You may access the prospectus supplement and the prospectus on the SEC website www.sec.gov as follows (or if suchaddress has changed, by reviewing our filing for the relevant date on the SEC website):Prospectus supplement dated April 21, 2023 and Prospectus dated March 10, 2023 The information in this “Summary of Key Terms” section is qualified by the more detailed information set forth in the U.S. Bancorp If we default on our obligations under the Notes, your investment would be at risk and you could lose some or all of yourinvestment. See “Description of Notes—Events of Default” in the accompanying prospectus supplement. The inclusion of dealer spread and projected profit from hedging in the price to public is likely to adversely affect secondaryAssuming no change in market conditions or any other relevant factors, the price, if any, at which USBI or any other party iswilling to purchase the Notes at any time in secondary market transactions will likely be significantly lower than the price to public, market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In addition, any secondarymarket prices may differ from values determined by pricing models used by USBI as a result of dealer discounts, mark-ups or othertransaction costs. The Notes will not be listed on any securities exchange. Although USBI and/or its affiliates may purchase the Notes fromholders, they are not obligated to do so and are not required to make a market for the Notes. There can be no assurance that asecondary market will develop for the Notes. Because we do not expect that any market makers will participate in a secondarymarket for the Notes, the price at which you may be able to sell your Notes is likely to depend on the price, if any, at which USBIand/or its affiliates are willing to buy your Notes. you should carefully review prior to investing in the Notes. PS-6 Conflicts of Interest Our affiliate, USBI, is a member of FINRA and is participating in the distribution of the Notes. Because USBI has a conflictof interest pursuant to FINRA Rule 5121, the distribution arrangements for this offering must comply with the requirements ofFINRA Rule 5121, regarding a FINRA member firm’s participation in the distribution of securities of an affiliate. In accordancewith FINRA Rule 5121, no FINRA member firm that has a conflict of interest under FINRA Rule 5121 may make sales in thisoffering to any discretionary account without the prior approval of the customer. any other applicable prospectus, in connection with offers and sales of Notes in the secondary market. These affiliates may act asprincipal or agent in those transactions. Secondary market sales will be made at prices related to market prices at the time of sale. Inthis pricing supplement, the prospectus supplement and the prospectus, an offering of Notes refers to the initial offering of theNotes made in connection with their original issuance, and does not refer to any subsequent resales of Notes in market-making prospectus supplement.The price at which you purchase the Notes includes costs that we or our affiliates expect to incur and profits that we or ouraffiliates expect to realize in connection with hedging activities related to the Notes. These costs and profits will likely reduce thesecondary market price, if any secondary market develops, for the Notes. As a result, you may experience an immediate and In the opinion of Willkie Farr & Gallagher LLP, as counsel to the Company, when the Notes offered by this pricingsupplement have been executed and delivered by the Company and authenticated by the trustee in accordance with the indentureand when payment therefor is received by the Company, the Notes will constitute valid and legally binding obligations of theCompany 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 oraffecting creditors’ rights or remedies generally and (ii) general principles of equity and to the discretion of the court before which