US BANCORP DE

​

Forward-Looking Statements

​

Forward-Looking Statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995:

This proxy statement contains forward-looking statements about U.S. Bancorp. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements and are based on the information available to, and assumptions and estimates made by, management as of the date hereof. These forward-looking statements cover, among other things, future economic conditions and the anticipated future revenue, expenses, financial condition, asset quality, capital and liquidity levels, plans, prospects and operations of U.S. Bancorp. Forward-looking statements often use words such as “anticipates,” “targets,” “expects,” “hopes,” “estimates,” “projects,” “forecasts,” “intends,” “plans,” “goals,” “believes,” “continue” and other similar expressions or future or conditional verbs such as “will,” “may,” “might,” “should,” “would” and “could.”

Forward-looking statements involve inherent risks and uncertainties that could cause actual results to differ materially from those set forth in forward-looking statements. Factors that could cause actual results to differ from those described in forward-looking statements are described in the section entitled “Risk Factors” of U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2024, and in subsequent filings with the Securities and Exchange Commission.

In addition, factors other than these risks also could adversely affect U.S. Bancorp’s results, and the reader should not consider these risks to be a complete set of all potential risks or uncertainties. Readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements speak only as of the date hereof, and U.S. Bancorp undertakes no obligation to update them in light of new information or future events.

No reports, documents or websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement.

U.S. BANCORP INVESTOR RELATIONS 800 NICOLLET MALL BC-MN-H23K MINNEAPOLIS, MN 55402-7014 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 p.m. Eastern Time on April 14, 2025; or April 10, 2025, for shares held in theU.S. Bancorp 401(k) Savings Plan. Have this proxy card in hand when you access the website andfollow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/USB2025You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. EasternTime on April 14, 2025; or April 10, 2025, for shares held in the U.S. Bancorp 401(k) SavingsPlan. Have this proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we haveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV64003-P22415 ! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !For Against Abstain! ! !The Board of Directors recommends you vote "FOR" each of the following nominees:U.S. BANCORP1a. Warner L. Baxter1b. Dorothy Bridges1c. Elizabeth L. Buse1d. Andrew Cecere1e. Alan B. Colberg1f. Kimberly N. Ellison-Taylor1g. Aleem Gillani1h. Kimberly J. Harris1i. Roland A. Hernandez1j. Gunjan Kedia1k. Richard P. McKenney1l. Yusuf I. Mehdi1. The election of each of the 14 directors named in the proxy statement: 3. The ratification of the selection of Ernst & Young LLP asour independent auditor for the 2025 fiscal year.2. An advisory vote to approve the compensation of ourexecutives disclosed in the proxy statement.The Board of Directors recommends you vote "FOR"proposals 2 and 3:The Board of Directors recommends you vote "AGAINST"proposal 4:NOTE: Such other business as may properly come before themeeting or any adjournment thereof.1m. Loretta E. Reynolds1n. John P. WiehoffFor Against AbstainFor Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! ! 4. A shareholder proposal regarding a re port on board oversight of risks relating to discrimination. Note: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for theAnnual Meeting of Shareholders to be held on April 15, 2025: Our Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.  FOLD AND DETACH HERE  V64004-P22415 PROXYSOLICITED ON BEHALF OF THE BOARD OF DIRECTORSFOR THE 2025 ANNUAL MEETING OF SHAREHOLDERSApril 15, 2025 At 11:00 AM Central TimeThe undersigned, having received the Notice of Annual Meeting of Shareholders and proxy statement, revoking any proxy previously given, hereby appoint(s) Andrew Cecere and Kathryn V. Purdom, and either of them, as proxies to vote as directed all shares the undersigned is (are) entitled to vote at the U.S. Bancorp 2025 Annual Meeting of Shareholders and authorize(s) each to vote in his or her discretion upon other business as may properly come before the meeting or any adjournment or postponement thereof. If this signed proxy card contains no specific voting instructions, these shares will be voted "FOR" all nominees for director, "FOR" Proposals 2 and 3, and "AGAINST" Proposal 4, and in the discretion of the named proxies on all other matters.IF YOU DO NOT VOTE BY INTERNET OR PHONE,PLEASE MARK, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT IN THE ENCLOSED ENVELOPE.