美国合众银行美股招股说明书(2026-06-01版)

U.S. Bancorp 6,600,535 Shares of Common Stock This prospectus supplement relates to the resale from time to time of up to 6,600,535 shares of common stock, par value $0.01 per share, of U.S.Bancorp (the “Shares”), which are held by the selling stockholders described herein. The selling stockholders acquired the Shares in connection with thecompletion of the acquisition by U.S. Bancorp of Condor Trading LP, a Delaware limited partnership and the parent company of BTIG, LLC and its The selling stockholders may offer and sell the Shares from time to time at market prices prevailing at the time of sale, at prices related to marketprices, at a fixed price or prices subject to change or at negotiated prices, by a variety of methods. This prospectus supplement and the accompanying We will not receive any proceeds from the sale of the Shares by the selling stockholders. Our common stock is listed on the New York Stock Exchange under the symbol “USB.” Investing in our securities involves risk. See “Risk Factors” on page S-2. TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTRISK FACTORSFORWARD-LOOKING STATEMENTSU.S. BANCORPUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTION ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONU.S. BANCORPDESCRIPTION OF THE SECURITIESUSE OF PROCEEDSVALIDITY OF SECURITIESEXPERTS You should rely only on the information contained or incorporated by reference in this prospectus supplement and theaccompanying prospectus. Neither we nor the agents or any of their affiliates have authorized anyone to provide you with any otherinformation, and neither we nor the agents take any responsibility for, and can provide no assurances as to the reliability of, any otherinformation that others may provide you. You should not assume that the information contained or incorporated by reference in this ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement describes certain matters relating to us and the specific terms of this offering of our common stock, and it supplementsthe general information contained in the accompanying prospectus. This prospectus supplement supersedes the accompanying prospectus to the extent In making your investment decision, it is important for you to read and consider all information contained in this prospectus supplement and theaccompanying prospectus. You should also read and consider the information contained in the documents identified under the heading “Where You CanFind More Information” on page 1 of the accompanying prospectus. References in this prospectus supplement and the accompanying prospectus to “U.S. Bancorp,” “we,” “us” and “our” refer to U.S. Bancorp, unlessotherwise indicated or unless the context requires otherwise. RISK FACTORS Investing in our securities involves risks. Before making an investment decision, you should carefully consider the risks and the other informationwe have included or incorporated by reference in this prospectus supplement. Please see the section entitled “Risk Factors” contained in Exhibit 13 ofour latest Annual Report on Form 10-K, as updated by our subsequent filings with the SEC, which are incorporated by reference in this prospectus S-2 FORWARD-LOOKING STATEMENTS This prospectus supplement contains or incorporates by referenceforward-lookingstatements within the meaning of Section27A of theSecuritiesAct of 1933, as amended (the “Securities Act”), and Section21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), regardingus. Statements that are not historical or current facts, including statements about beliefs and expectations, areforward-looking statements and are basedon the information available to, and assumptions and estimates made by, management as of the date hereof. Theseforward-looking statements cover,among other things, future economic conditions and our anticipated future revenue, expenses, financial condition, asset quality, capital and liquidity Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those set forthinforward-looking statements, including the following risks and uncertainties: •Deterioration in general business, political and economic conditions or turbulence in domestic or global financial markets, which couldadversely affect our revenues and the values of our assets and liabilities, reduce the availability of funding to certain financial institutions,lead to a tightening of credit, and increase stock price volatility;•Changes to statutes, regulations, or regulatory policies or practices, including capital and liquidity requirements and any credit card interestrate caps, and the enforcement and interpretation of such laws and regulations, and our ability to address or satisfy those requirements andother requirements or conditions imposed by regulatory entities;•Changes in trade policy, including the imposition of tariffs or the impacts of retaliatory tar