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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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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No fee required.

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Fee paid previously with preliminary materials.

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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 Executive Chairman

Fellow shareholders:

This past year, I passed the leadership of U.S. Bancorp to Gunjan Kedia following our annual meeting and assumed the role of Executive Chairman of the Board of Directors, and it is with great confidence that we add the Chairman responsibilities to her Chief Executive Officer role at our 2026 annual meeting of shareholders.

After more than 40 years at U.S. Bancorp, I am very proud of the company, our focus on our employees, customers and communities, our ethical culture, and the intentional investments we made to position ourselves as an industry leader. We are one of Fortune’s most admired superregional banks, and the Ethisphere Institute named U.S. Bank to its World’s Most Ethical Companies® list for the 11 th consecutive year in 2025. Our history was strong, but our future has potential to be even stronger.

Our company is well-positioned for growth under Gunjan’s leadership and is focused on executing against our three strategic priorities: organic growth, payments transformation, and expense management and productivity. Our strong, independent Board has been active in supporting a smooth and seamless leadership transition and in overseeing management’s implementation of our strategy. Gunjan and the entire Managing Committee have brought focus, energy and client centricity, delivering interconnected solutions to our customers. Those efforts have been evident in our financial results: by the third quarter of 2025, we were operating fully within our medium-term target ranges shared at our Investor Day in 2024 and, by the end of 2025, we reported nine consecutive quarters of stable expenses and six consecutive quarters of positive operating leverage, both as adjusted. We also continued to build on our foundational strengths in financial and risk discipline so we will be fully prepared for our eventual transition to a Category II banking organization.

It has been an incredible privilege to have served you and this exceptional company for more than 40 years. Thank you for the continued trust you place in U.S. Bancorp as shareholders of our company.

Andrew Cecere

Executive Chairman

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A message from our Lead Independent Director

Fellow shareholders:

When I joined the U.S. Bancorp Board of Directors, I was inspired by the legacy of the company and was optimistic about its potential to build on its remarkable foundation. During the years that followed, we on the Board of Directors have had a front row seat to progress and change, and it continues to be an honor to serve as the Lead Independent Director and help guide an exceptional management team that is setting the tone and strategy for the future.

At our annual meeting of shareholders this April, we will say goodbye to Andy Cecere and honor his incredible commitment to U.S. Bancorp and the wonderful culture he helped create. His legacy of service has shaped the company, and he led the organization through a dynamic economic and regulatory environment, maintained a strong focus on financial and risk discipline, broadened the company’s scale, and made strategic investments in the business in areas like digital and technology that will serve as a strong foundation for the future. On behalf of the Board, I am pleased to thank him for all he has done and wish him well in his retirement.

Choosing Gunjan Kedia as his successor — not only in the Chief Executive Officer role but now also as Chairman of the Board of Directors — is an investment in this proud institution’s future. She is a remarkable leader, and as we mentioned when we announced her appointment, she is well respected by the Board, her team and our stakeholders for her strategic acumen, client focus and ability to drive business performance. She will lead with a long-term perspective that considers the company’s special culture and brings to life a vision for growth that delivers differentiated client experiences, continues our legacy of governance and stewardship, drives industry-leading performance, and creates value for our shareholders.

Amid these changes in leadership, the Board remains focused in its independent oversight of the work the company does to deliver strong financial results for our shareholders by serving our clients, supporting our employees, and investing in our communities. Our directors bring a broad range of backgrounds, qualifications and experiences across many competitive industries — including financial services — with the skills needed to guide this company forward under Gunjan’s vision and leadership. We remain fortunate to have incredibly talented executive leaders and team members across the company who are dedicated to supporting each other and serving our clients and communities.

On behalf of all our directors, thank you for your continued trust and investment in U.S. Bancorp. I look forward to continuing to serve you and the Board during 2026.

Sincerely,

Roland A. Hernandez

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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 20, 2026 (or April 16, 2026, 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 87. 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 21, 2026: Our proxy statement and 2025 Annual Report are available at www.proxyvote.com.