安特吉美股招股说明书(2026-08-04版)

We are offering $of our Junior Subordinated Debentures due December15, 2056 (Series 2026A) (the “Series 2026A Junior SubordinatedDebentures”) and $of our Junior Subordinated Debentures due December15, 2058 (Series 2026B) (the “Series 2026B Junior Subordinated Debentures” andtogether with the Series 2026A Junior Subordinated Debentures, the “Junior Subordinated Debentures”). The Series 2026A Junior Subordinated Debentures will bearinterest (i)from and including the date of original issuance to, but not including, December15, 2036 at an annual rate of% and (ii)from and includingDecember15, 2036 during each Interest Reset Period (as defined herein) at an annual rate equal to the Five-Year Treasury Rate (as defined herein) as of the mostrecent Reset Interest Determination Date (as defined herein) plus%; provided, that the interest rate during any Interest Reset Period for the Series 2026AJunior Subordinated Debentures will not reset below% (which equals the initial interest rate on the Series 2026A Junior Subordinated Debentures). TheSeries2026B Junior Subordinated Debentures will bear interest (i) from and including the date of original issuance to, but not including, December15, 2033 at anannual rate of% and (ii) from and including December15, 2033 during each Interest Reset Period at an annual rate equal to the Five-Year Treasury Rate as of themost recent Reset Interest Determination Date plus%; provided, that the interest rate during any Interest Reset Period for the Series 2026B Junior SubordinatedDebentures will not reset below% (which equals the initial interest rate on the Series 2026B Junior Subordinated Debentures). Interest on the Junior Subordinated Debentures will be payable semi-annually in arrears on June15 and December15 of each year. The first interest payment onthe Junior Subordinated Debentures will be made on December15, 2026. We may redeem some or all of the Junior Subordinated Debentures of each series, at ouroption, at the times and prices described in this prospectus supplement. The Junior Subordinated Debentures will be issued only in registered form in minimumdenominations of $2,000 and integral multiples of $1,000 in excess thereof. The Junior Subordinated Debentures will be our direct unsecured obligations and will rankjunior and be subordinated in right of payment and upon liquidation to our existing and future Senior Indebtedness (as defined herein) and equally in right of paymentwith any Pari Passu Securities (as defined herein).We may defer interest payments on the Junior Subordinated Debentures of a particular series on one or more occasions for up to 10 consecutive years per deferral period as described in this prospectus supplement. Deferred interest payments will accrue additional interest at a rate equal to the interest rate then applicableto the Junior Subordinated Debentures of such series, to the extent permitted by applicable law. We do not intend to apply to list the Junior Subordinated Debentures of either series on a securities exchange. Investing in the Junior Subordinated Debentures involves risks. See “Risk Factors” beginning on page S-7 of this prospectussupplement to read about factors you should consider before buying the Junior Subordinated Debentures. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus supplement and the accompanying prospectus are not intended to constitute an offer to, and the Junior Subordinated Debenturesshould not be purchased, held or otherwise acquired by, a “specified foreign entity” as defined in Section7701(a)(51)(B) of the Internal Revenue Code of1986, as amended (an “SFE”). Each purchaser of the Junior Subordinated Debentures, by accepting such Junior Subordinated Debentures, will be deemed tohave represented, warranted, and agreed that it is not an SFE. The underwriters expect to deliver the Junior Subordinated Debentures to purchasers on or about August, 2026 through the book-entry facilities of TheDepository Trust Company in New York, New York for the accounts of its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, andClearstream Banking, S.A., Luxembourg. J.P.Morgan BNPPARIBAS This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act ofUSBancorp 1933, as amended, but are not complete and may be changed.BofA Securities Table of Contents This prospectus supplement, the accompanying prospectus and any related free-writing prospectus that we file with the Securities and ExchangeCommission, or SEC, contain and incorporate by reference information that you should consider when making your investment decision. We have not,and the underwriters have not, author