美国合众银行美股招股说明书(2025-09-10版)

U.S. BancorpSenior Medium-Term Notes, Series CCCallable Fixed Rate Notes due September 12, 2035 General·These Notes (as defined herein) are designed for an investor who seeks a fixed income investment at an interest rate of 5.30% 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. On the 12thcalendar day of March, June, September and December of each year, beginning on March 12, 2027,and ending on June 12, 2035 (each, a “Redemption Date”), we may redeem your Notes, in whole but not in part,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. Call Feature: 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 Payment Dates:Interest on the Notes will be payable in arrears on the 12thcalendar day of September of each year, beginning onSeptember 12, 2026 to and including the Maturity Date (each, an “Interest Payment Date”), subject to any earlierredemption and the Business Day Convention and Interest Accrual Convention described below. Maturity Date:September 12, 2035, subject to the Business Day Convention Business Day Convention:Following Interest AccrualConvention:Unadjusted (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 or unaffiliated dealers. These selling commissions will vary and will be up to $5.053 per $1,000principal amount Note. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-7 of this pricingsupplement.(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 $994.947 and $1,000 per $1,000 principal 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 affiliate, USBI, is participating in sales of the Notes, the offering is being conducted in compliance with theapplicable 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 September 12, 2025 againstpayment in immediately available funds.U.S. Bancorp Investments, Inc. ABOUT THIS PRICING SUPPLEMENT You should read this pricing supplement together with the prospectus dated March 10, 2023 (the “prospectus”) and theprospectus