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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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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A message from our CEO

Fellow shareholders:

For nearly eight years, I have had the privilege and honor to serve as Chief Executive Officer of U.S. Bancorp and to lead our more than 70,000 dedicated employees who focus every day on doing the right thing and serving our customers and communities.

Throughout my tenure as CEO, we have kept our focus on maintaining our foundational strengths in financial and risk discipline, while at the same time bringing the best of our products, services and relationships to our clients and communities. Our actions have showed in our financial results — we effectively rebuilt capital following the MUFG Union Bank acquisition, delivered on our commitment to shareholders to manage expenses flat over the last five quarters to improve our efficiency, and returned to delivering positive operating leverage in the second half of 2024.

In addition, we have made significant progress on our other strategic goals through intentional investments to build upon that strong foundation, including positioning ourselves as an industry leader through our digital capabilities and technology, building scale through acquisitions and innovative partnerships like those with Edward Jones and through our Elan platform, and continuing to enhance our products and services through the interconnectedness of our unique mix of businesses. As shared at our Investor Day in September 2024, we believe these actions have positioned us well for growth in 2025 and beyond.

Given the trust our clients place in us, we also remain focused on doing the right thing. For 10 consecutive years, the Ethisphere Institute has named U.S. Bank to its World’s Most Ethical Companies® list. We are proud of this achievement because it is a reflection of our dedication to a culture of integrity and putting our clients first.

As I prepare to pass the leadership of this wonderful company to Gunjan Kedia when she succeeds me as CEO following our annual meeting, I am thankful for the trust you have placed in me and optimistic for the next milestones ahead. Gunjan is a terrific leader who understands our business, is skilled in strategic execution, and is driven to help the organization perform at our best. After nearly 40 years at U.S. Bancorp, I am confident in Gunjan and the entire Managing Committee and their ability to lead our company into a bright future.

I am honored to remain as Executive Chairman beginning in April and to help ensure a smooth and seamless leadership transition for our company.

Thank you for the continued trust you place in us as shareholders of our company.

Andrew Cecere

Chairman and Chief Executive Officer

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A message from our Lead Independent Director

Fellow shareholders:

It is an honor to continue to serve as the Lead Independent Director of our Board of Directors. This is a particularly exciting time to serve on our Board. Following the successful execution of a deliberate, multi-year process led by the Board’s Governance Committee, the Board and the company announced that Gunjan Kedia will succeed Andy Cecere as Chief Executive Officer following our 2025 annual shareholders’ meeting. Gunjan has more than 30 years of experience in the financial services industry, serving most recently as the company’s president and having previously led our Wealth, Corporate, Commercial and Institutional Banking and Wealth Management and Investment Services business lines. She has been an influential leader at the company since 2016, and the Board believes in her vision for growth.

I also want to thank Andy for his service for almost 40 years at U.S. Bancorp, including nearly eight years of leadership as CEO, during which time he has led the company through a dynamic economic and regulatory environment, maintained a strong culture of financial and risk discipline, broadened the company’s scale through the successful completion of the MUFG Union Bank acquisition and key partnerships, and made strategic investments in the business in areas like digital and technology to position the company for growth in 2025 and beyond.

As a Board, we remain focused on our oversight of the company’s business strategy, risk management and management team. Andy’s continued leadership of the Board as Executive Chairman beginning in April will be a valuable resource to us and Gunjan, as she assumes her new leadership responsibilities, and will help facilitate a smooth transition of the CEO role. As Lead Independent Director, I look forward to working with both Andy and Gunjan in their new roles. The Board also welcomed Gunjan and Aleem Gillani as new directors since our last annual meeting. During the last five years, the Board has added five new independent directors who bring a wide range of experience and perspectives, including expertise in financial services, risk management, cybersecurity and technology.

U.S. Bancorp is at an inflection point, ready to capitalize on investments it has made while remaining true to the culture that has made it enviable in the industry. We are fortunate to have incredibly talented executive leaders and team members across the company who are dedicated to serving our customers and communities.

On behalf of the Board, thank you for your trust and investment in U.S. Bancorp. I look forward to continuing to serve you during 2025.

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 14, 2025 (or April 10, 2025, 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 91. 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 15, 2025: Our proxy statement and 2024 Annual Report are available at www.proxyvote.com.