US BANCORP DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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U.S. Bancorp

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act rules 14a6(i)(1) and 0-11

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A message from our CEO

Fellow shareholders:

One of the things that has helped define U.S. Bancorp is our commitment to running our business for the long term, while making prudent short-term decisions that support our strategic vision and position us well to navigate the current environment.

That commitment was important to our success in 2023, especially as our industry faced tremendous stress and scrutiny given the market disruption that occurred early in the year. Strength, stability and security were paramount. Demonstrating that we not only had a plan for the future but also were ready to respond in the moment was key. Those who were resilient stood apart, and we were among them.

There is a lot to be proud of as we look back on 2023. You will read about many of those accomplishments in the pages of this year’s proxy statement and our companion Annual Report. At a high level: we successfully converted and integrated our acquisition of MUFG Union Bank. We continued to make investments in products, services and our differentiating payments ecosystem. We deepened relationships with existing clients and expanded our reach to new customers across our entire network and each of our businesses. We strengthened our digital capabilities and modernized our technology. We extended our support to communities where we live and work through our Community Benefits Plan and ongoing corporate social responsibility efforts. Further, we enhanced our discipline in risk and financial management — and notably, quickly rebuilt capital following our Union Bank transaction by implementing a number of balance sheet optimization initiatives, and by taking advantage of our newly expanded scope and realizing acquisition synergies.

Our team of our more than 70,000 employees remained focused on doing the right thing every day and continued to meet the changing needs of our customers. That dedication to excellence, to the future, and to each other enabled us to move forward confidently in a challenging time. There is a lot of opportunity ahead, and I am proud of the work this team will do in service to you.

As always, thank you for the trust you place in us as shareholders of our company.

Sincerely,

Andrew Cecere

Chairman, President and Chief Executive Officer

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A message from our Lead Independent Director

Fellow shareholders:

It is a great honor to serve as the Lead Independent Director of our Board of Directors. In this role, I have the privilege of working closely with the other independent directors on the Board and the executive team.

As a Board, we actively engaged with management as the company navigated the challenges and opportunities presented in 2023. Importantly during this period, U.S. Bank demonstrated its strength and stability while continuing to support our clients, employees and communities.

With the addition of four new directors over the last four years, our experienced Board brought a wide range of skills, experience and diverse perspectives as we supported and constructively challenged the company’s strategy and management decisions. This past year was eventful, and we oversaw the successful integration and conversion of MUFG Union Bank, our continued investments in technology and innovation, and our response to market disruption in the banking sector. We also oversaw management’s execution of prudent balance sheet positioning actions, our capital strategy, and our risk and control infrastructure. During 2023, the Board reviewed its structure and committee oversight responsibilities, and we made changes to optimize risk oversight related to capital, liquidity and interest rates. We believe these changes will position us well to navigate a dynamic economic environment and best serve our shareholders and other relevant constituencies.

I also am proud of the work that U.S. Bancorp does in support of the communities where we do business. For instance, we had the unique opportunity during the past two years to oversee the company’s launch of the Community Benefits Plan, which is a five-year commitment to provide loans, investments, and other support to low- and moderate-income communities, including communities of color. Additional information about our corporate responsibility initiatives, community engagement and commitments are presented in this proxy statement and through reports available on usbank.com. This important work reflects the company’s commitment to uphold its core values and to continue to invest in the communities we serve.

On behalf of the Board, thank you for your trust in — and support of — U.S. Bancorp. I look forward to serving you during 2024.

Sincerely,

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Notice of Annual Meeting of Shareholders of U.S. Bancorp

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Every Vote is Important — Voting by Proxy

It is important that your shares be represented and voted. You may vote your shares by Internet or telephone by no later than 11:59 p.m., eastern time, on April 15, 2024 (or April 11, 2024, for shares held in the U.S. Bank 401(k) Savings Plan), as directed in the proxy materials. If you received a printed copy of the proxy materials, you may also complete, sign and return the enclosed proxy card or voting instruction form by mail. Voting in any of these ways will not prevent you from virtually attending or voting your shares at the meeting. We encourage you to vote by Internet or telephone to reduce mailing and handling expenses.

Sign up for electronic delivery

If you received paper copies of the notice or proxy materials, we encourage you to sign up to receive all of your future proxy materials electronically, as described under “How can I receive my proxy materials by e-mail in the future?” on page 102. To express our appreciation, we will plant a tree in partnership with the Arbor Day Foundation on behalf of every retail shareholder account that registers for electronic delivery of our proxy materials.

By Order of the Board of Directors

Kathryn V. Purdom

Deputy General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 16, 2024: Our proxy statement and 2023 Annual Report are available at www.proxyvote.com.