美国合众银行美股招股说明书(2026-01-22版)

U.S. BancorpMedium-Term Notes, Series CC (Senior)Medium-Term Notes, Series DD (Subordinated) This pricing supplement supplements the terms and conditions in the prospectus, dated March10, 2023, as supplemented by theprospectus supplement, dated April21, 2023, and should be read together with the prospectus supplement and the prospectus for additionalinformation about the offering and sale of $1,000,000,000 5.033% Fixed-to-Floating Rate Senior Notes due January26, 2037 (the “notes”) ofU.S. Bancorp (“USB” or the “Company”). 5.033% per annum payable in arrears for each semi-annual Interest Period during the fixed rate period,which is the period from, and including, the Issue Date to, but excluding, the Reset Date. Fixed Interest Rate: Floating Rate Benchmark as determined on the applicable Interest Determination Date plus the Spread perannum payable in arrears for each quarterly Interest Period during the floating rate period, which is theperiod from, and including, the Reset Date to, but excluding, the Maturity Date. Floating Interest Rate: Compounded SOFR with Observation Period Shift determined for each quarterly Interest Period duringthe floating rate period calculated in accordance with the terms and provisions set forth under “Descriptionof Notes—Floating Rate Notes—Base Rates—SOFR” in the prospectus supplement. Floating Rate Benchmark: +110.1 basis points Spread: With respect to the fixed rate period, each semi-annual period from, and including, an Interest PaymentDate (or, in the case of the first Interest Period during the fixed rate period, the Issue Date) to, butexcluding, the next Interest Payment Date (or, in the case of the final Interest Period during the fixed rateperiod, the Reset Date or earlier Redemption Date). Interest Periods: With respect to the floating rate period, each quarterly period from, and including, an Interest PaymentDate (or, in the case of the first Interest Period during the floating rate period, the Reset Date) to, butexcluding, the next Interest Payment Date (or, in the case of the final Interest Period during the floatingrate period, the Maturity Date or earlier Redemption Date). January26 and July26 of each year, commencing on July26, 2026 and ending on the Reset Date, withrespect to the fixed rate period. Interest Payment Dates: January26, April26, July26, and October26 of each year, commencing on April26, 2036 and ending onthe Maturity Date, with respect to the floating rate period. 15 calendar days prior to each Interest Payment Date. Regular Record Dates:Interest Determination Dates: Two U.S. Government Securities Business Days (as defined in the prospectus supplement) preceding theapplicable Interest Payment Date during the floating rate period. With respect to each Interest Period during the floating rate period, the period from, and including, thedate two U.S. Government Securities Business Days preceding the first date in such Interest Period to, butexcluding, the date two U.S. Government Securities Business Days preceding the Interest Payment Date forsuch Interest Period. Observation Period: 30/360, with respect to the fixed rate period. Day Count Convention: Actual/360, with respect to the floating rate period. New York, with respect to the fixed rate period. Business Day: New York and U.S. Government Securities Business Day, with respect to the floating rate period. Business Day Convention: Following unadjusted business day convention, with respect to the fixed rate period. Modified following business day convention, with respect to the floating rate period. Calculation Agent: For purposes of calculations with respect to the Floating Interest Rate, the Company has entered into anagreement with U.S. Bank Trust National Association to act as calculation agent. $3,000,000 Agents’ Commission:Redemption Dates and Terms: On or after July25, 2026 (180 days after the Issue Date) and prior to the Reset Date (one year prior to theMaturity Date), the Company may redeem the notes at its option, in whole or in part, at any time and fromtime to time, at a redemption price (expressed as a percentage of principal amount and rounded to threedecimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereondiscounted to the Redemption Date (assuming the notes to be redeemed matured on the Reset Date) on asemi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (asdefined below) plus 15 basis points less (b)interest accrued to, but excluding, the Redemption Date; and (2) 100% of the principal amount of the notes to be redeemed; plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date. In addition, the Company may redeem the notes at its option, (i)in whole, but not in part, on the ResetDate, or (ii)in whole at any time or in part from time to time, on or after October26, 2036 (t