US BANCORP DE

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This highlights section does not contain all the information that you should consider before voting. Please read the entire proxy statement carefully.

Voting matters and Board recommendations

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Casting your vote

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The Board of Directors of U.S. Bancorp (the Board or the Board of Directors) is soliciting proxies for use at the annual meeting of shareholders to be held on April 15, 2025, and at any adjournment or postponement of the meeting.

Your vote is important! Please cast your vote and play a part in the future of U.S. Bancorp. Even if you plan to attend our annual meeting, please cast your vote as soon as possible by:

The voting deadline is 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).

Attending the annual meeting

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You are invited to attend the annual meeting of shareholders, which is being held virtually. You will be able to attend the meeting, as well as vote and submit your questions during the meeting, by visiting www.virtualshareholdermeeting.com/USB2025 and logging in with the 16-digit control number found on your proxy card, voter instruction form, or notice, as applicable. We encourage all shareholders to vote and submit questions in advance of the meeting at www.proxyvote.com.

In the event of technical difficulties with the annual meeting, we expect that an announcement or notice will be made available on www.virtualshareholdermeeting.com/USB2025. If it is necessary to adjourn the annual meeting due to technical difficulties, the announcement or notice will provide updated information regarding the date, time, and location of the annual meeting, and the updated information will also be posted on our Investor Relations website at ir.usbank.com.

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About U.S. Bancorp

U.S. Bancorp, with more than 70,000 employees and $678 billion in assets as of December 31, 2024, is the parent company of U.S. Bank National Association. Headquartered in Minneapolis, the company serves millions of customers locally, nationally and globally through a diversified mix of businesses including consumer banking, business banking, commercial banking, institutional banking, payments and wealth management. U.S. Bancorp has been recognized for its approach to digital innovation, community partnerships and customer service, including being named one of the 2024 World’s Most Ethical Companies.

Full year 2024 taxable-equivalent basis. Business line net revenue percentages exclude Treasury and Corporate Support; see Non-GAAP financial measures on page 94 for the reconciliation to the following GAAP measures; Wealth, Corporate, Commercial and Institutional Banking: 44%; Consumer and Business Banking: 34%; Payment Services: 26%; Treasury and Corporate Support:-4%.

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Includes a portion of Treasury Management.

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Director nominees at a glance

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After ten years of dedicated service on our Board, including most recently as chair of the Compensation and Human Resources Committee and a member of the Governance Committee, Scott W. Wine informed the Board that he would not stand for re-election following expiration of his current term at the 2025 annual meeting.

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Board nominee composition

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The composition of our Board of Directors reflects our Board’s and Governance Committee’s deliberate process and focus on ensuring that our Board has an appropriate mix of skills, qualifications and tenure to oversee our business and our company’s strategy. Over the last five years, the Governance Committee and the Board identified priority experience areas that would complement the Board’s existing composition in connection with its oversight of the company’s strategy and risk profile, and elected five new independent directors who bring, among other skills and qualifications, chief executive officer and financial services industry experience as well as risk management, financial reporting and accounting, and cybersecurity and technology expertise.

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Board structure and oversight

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The Board of Directors has oversight of U.S. Bancorp’s affairs and conducts its business through meetings of the Board and standing committees. The Governance Committee and the Board regularly review the Board’s structure and the oversight responsibilities of each Board committee in order to provide effective oversight. The following are certain key changes to committee oversight responsibilities that the Board approved since our last annual meeting as well as enhancements in management reporting:

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The Risk Management Committee clarified its oversight of technology risk and our reputation and strategic risk programs, reflecting additional quarterly program reporting provided to this Committee in 2024; and

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The Cybersecurity and Technology Subcommittee of the Risk Management Committee added oversight of emerging technologies (including Artificial Intelligence and Machine Learning) that may affect the company’s technology strategy and operations, consistent with reporting being provided to this subcommittee in 2024. This subcommittee also continues to oversee the company’s significant technology initiatives, related progress and trends.

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The chart below summarizes the key oversight responsibilities of each Board committee.

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2024 executive compensation program

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Effective May 5, 2024, following Gunjan Kedia’s promotion to President. Prior to that, her target was 225%. Ms. Kedia’s base salary and annual incentive target amounts used for purposes of the charts above have been prorated for 2024.

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Beginning for 2025, PRSU metrics are return on tangible common equity, or ROTCE (measured on absolute and relative basis), with a relative total shareholder return (TSR) modifier.

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CEO succession planning process

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The Board believes that succession planning is one of its most important responsibilities. As such, CEO succession planning has been an ongoing process, with the goal of providing sufficient lead time before an expected transition.

Following the successful execution of a deliberate, multi-year CEO succession planning process, the Board announced on January 28, 2025 that Gunjan Kedia was elected to the Board effective January 28, 2025 and will become the CEO of U.S. Bancorp following the company’s annual shareholders’ meeting on April 15, 2025. On April 15, 2025, Andrew Cecere will transition to the role of Executive Chairman.

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In reaching their decision, the Governance Committee and the Board relied upon its pre-established succession planning process that considers the necessary experience, leadership capabilities, skills and attributes critical to the role and leadership of our company.

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The Board’s process spanned multiple years, including ongoing targeted executive development actions, the retention of a third-party search firm, and evaluation of several potential internal and external candidates.

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The Board’s process effectuates a transition that is designed to build on the strength of our company and the diversified business model that Mr. Cecere and the leadership team have created over the past eight years, including the recent, successful completion the MUFG Union Bank acquisition, and positions the company for the future through strategic investments focused on long-term growth and greater efficiency.

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Building a trusted, interconnected bank

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We have managed our business effectively through the cycle with a strong focus on financial and risk discipline.

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Our diversified business model includes a unique and balanced set of businesses and opportunities.

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Our investments have created strong points of differentiation in fee products, partnerships and scale.

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These differentiators drive future growth through deeper client relationships, interconnected products and national reach.

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We have a focus and momentum on execution.

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2025 incoming CEO compensation decision highlights

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As previously disclosed by the company on a Form 8-K filed on January 28, 2025, in connection with her election to the role of Chief Executive Officer effective April 15, 2025, the Board’s Compensation and Human Resources Committee determined that Ms. Kedia’s annual long-term equity award for 2025 would be valued at $10 million as of the grant date of February 27, 2025.

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The award is part of Ms. Kedia’s total direct compensation for 2025, including her services as CEO beginning in April, and is consistent with the structure and terms of awards granted to other executive officers for 2025.

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The award does not contain any special one-time components.

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The base salary and target annual cash incentive award that Ms. Kedia will receive as CEO will be determined when she assumes the CEO role.

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In alignment with the long-term interests of our shareholders, 60% of the long-term equity award’s value was granted in the form of performance-based restricted stock units (PRSUs) and 40% in the form of restricted stock units (RSUs), each with 3-year vesting periods.

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The PRSU award will be earned based on the company’s achievement of ROTCE and TSR financial performance metrics over a three-year performance period (2025-2027) as described in the “Compensation discussion and analysis” section of this proxy statement.

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In determining the value of Ms. Kedia’s 2025 long-term incentive award, the Compensation and Human Resources Committee considered, among other factors, the announced transition to the CEO role in 2025 and market pay levels.

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Corporate governance highlights

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Strong Lead Independent Director position: Our independent directors annually elect a Lead Independent Director, who has broad authority and responsibility over Board governance and operations.

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Key committees independent: Independent directors comprise 100% of each of the Audit, Compensation and Human Resources, Governance, and Public Responsibility Committees.

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Regular executive sessions: The full Board and its standing committees each meet in executive session on a regular basis without members of management present.

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Majority voting: In uncontested elections, our directors are elected annually by a majority of votes cast.

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Board not classified: All of our directors are elected annually.

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3/3/20/20 proxy access: A shareholder or group of up to 20 shareholders that has held at least 3% of our company’s stock for at least three years is able to nominate directors to fill up to 20% of the Board seats (but at least two directors).

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Special meeting: Holders of at least 25% of our stock are able to call a special meeting of shareholders.

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No poison pill: Our company does not maintain a shareholder rights plan.

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Shareholder outreach: Each year we reach out to a significant proportion of our large institutional shareholders to invite a conversation about corporate governance, executive compensation, corporate responsibility and sustainability matters and any other matter of interest to the shareholder and share feedback from those engagements with the Board.

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Board, committee and individual evaluations: The Governance Committee annually conducts rigorous Board assessments, including evaluations of committees and individual directors.

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Overboarding restrictions: Unless approved by our Board, a director may not serve on more than three public company boards in addition to ours, and a director who is a CEO of a public company may not serve on more than one public company board in addition to our Board (including the company of which he or she serves as CEO).

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Retirement policy: Our Board does not have a rigid retirement policy but instead evaluates for appropriateness the re-nomination of an incumbent director after he or she has reached the age of 72.

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Stock ownership: Each non-employee director is required to hold stock equal in value to five times the annual cash retainer. New directors must satisfy this requirement within five years of joining the Board.

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No hedging or pledging: Like our executive officers, our directors are prohibited from pledging our company’s securities as collateral for a loan and from engaging in any hedging transactions involving any of the company’s securities.

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