US BANCORP \DE\

For the period ended Apr 21, 2026. Filed Mar 10, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 21, 2026 · Filed Mar 10, 2026

USB$59.45-0.5%Stored close · as of Nov 6, 2026

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Contents

Appendix

Assumptions for financial targets

The following assumptions apply with respect to the medium-term financial targets contained in this proxy statement.

	90			U.S. Bancorp 2026 Proxy Statement

Appendix

Non-GAAP financial measures

This proxy statement contains the following non-GAAP financial measures: revenue mix by business line excluding treasury and corporate support, adjusted return on average assets, adjusted return on average common equity, return on tangible common equity, adjusted return on tangible common equity, efficiency ratio, adjusted efficiency ratio and adjusted earnings per share growth.

The company’s major lines of business are Consumer and Business Banking, Payment Services, Wealth, Corporate, Commercial and Institutional Banking, and Treasury and Corporate Support. We provide the percentage of revenue attributable to each business line, excluding Treasury and Corporate Support, as it reflects our company’s diversified mix of businesses. We disclose the return on tangible common equity as we believe it is a useful financial measure to assess the company’s use of equity. In addition, we have included the other financial measures listed above on an adjusted basis to exclude notable items, including related to the merger and integration charges, FDIC special assessment charges, and charges related to lease impairments and operational efficiency actions, in order to provide a greater understanding of ongoing operations and better comparability with prior year results. We use net interest income on a taxable-equivalent basis to calculate our efficiency ratio because we believe that this presentation is the preferred industry measurement of net interest income as it provides a relevant comparison of net interest income arising from taxable and tax-exempt sources.

The calculation of these measures for U.S. Bancorp follows:

· Year Ended December 31 (Dollars in Millions) · · · Net Revenue 2025 ·
	Wealth, Corporate, Commercial and Institutional Banking					$12,083
	Consumer and Business Banking					8,873
	Payment Services					7,407
	Treasury and Corporate Support					293
	Total Company					28,656
	Less: Treasury and Corporate Support					293
	Total Company excluding Treasury and Corporate Support					$28,363
	Net Revenue as a Percent of Total Company
	Wealth, Corporate, Commercial and Institutional Banking					42%
	Consumer and Business Banking					31
	Payment Services					26
	Treasury and Corporate Support					1
	Net Revenue as a Percent of Total Company excluding Treasury and Corporate Support
	Wealth, Corporate, Commercial and Institutional Banking					43%
	Consumer and Business Banking					31
	Payment Services					26


Net income attributable to U.S. Bancorp		$1,663
Less: Notable items(1)		(82)
Net income attributable to U.S. Bancorp, excluding notable items		1,745
Annualized net income applicable to U.S. Bancorp common shareholders, excluding notable items (a)		6,942
Average assets (b)		671,907
Return on average assets, excluding notable items (a) / (b)		1.03%
Net income attributable to U.S. Bancorp common shareholders	$1,965	$1,581
Intangibles amortization (net-of-tax)	100	110

	U.S. Bancorp 2026 Proxy Statement			91


Net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization	2,065	1,691
Less: Notable items, including the impact of earnings allocated to participating stock awards(1)	—	(81)
Net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization and notable items	2,065	1,772
Annualized net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization (c)	8,193	6,727
Annualized net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization and notable items (d)	8,193	7,049
Average total equity	65,048	59,272
Less: Average preferred stock	6,808	6,808
Less: Average noncontrolling interests	458	460
Less: Average goodwill (net of deferred tax liability)(2)	11,599	11,515
Less: Average intangible assets (net of deferred tax liability), other than mortgage servicing rights	1,568	1,885
Average tangible common equity (e)	44,615	38,604
Return on tangible common equity (c) / (e)	18.4%	17.4%
Return on tangible common equity, excluding notable items (d) / (e)	18.4%	18.3%
Net interest income	$4,284	$4,146
Taxable-equivalent adjustment(3)	28	30
Net interest income, on a taxable-equivalent basis	4,312	4,176
Net interest income, on a taxable-equivalent basis (as calculated above)	4,312	4,176
Noninterest income	3,053	2,833
Less: Securities gains (losses), net	3	(1)
Total net revenue, excluding net securities gains (losses) (f)	7,362	7,010
Noninterest expense (g)	4,227	4,311
Less: Notable items(1)	—	109
Noninterest expense, excluding notable items (h)	4,227	4,202
Efficiency ratio (g) / (f)	57.4%	61.5%
Efficiency ratio, excluding notable items (h) / (f)	57.4%	59.9%


Net income attributable to U.S. Bancorp		$6,299
Less: Notable items(4)		(300)
Net income attributable to U.S. Bancorp, excluding notable items (i)		6,599
Average assets (j)		664,014
Return on average assets, excluding notable items (i) / (j)		0.99%
Net income applicable to U.S. Bancorp common shareholders		$5,909
Less: Notable items, including the impact of earnings allocated to participating stock awards(4)		(298)
Net income attributable to U.S. Bancorp common shareholders, excluding notable items (k)		6,207
Average common equity (l)		50,398
Return on average common equity, excluding notable items (k) / (l)		12.3%
Net income applicable to U.S. Bancorp common shareholders	$7,194	$5,909

	92			U.S. Bancorp 2026 Proxy Statement

Appendix


Intangibles amortization (net-of-tax)	393	450
Net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization (m)	7,587	6,359
Less: Notable items, including the impact of earnings allocated to participating stock awards(4)	—	(298)
Net income applicable to U.S. Bancorp common shareholders, excluding intangibles amortization and notable items (n)	7,587	6,657
Average total equity	62,409	57,668
Less: Average preferred stock	6,808	6,808
Less: Average noncontrolling interests	458	462
Less: Average goodwill (net of deferred tax liability)(2)	11,566	11,485
Less: Average intangible assets (net of deferred tax liability), other than mortgage servicing rights	1,691	2,040
Average tangible common equity (o)	41,886	36,873
Return on tangible common equity (m) / (o)	18.1%	17.2%
Return on tangible common equity, excluding notable items (n) / (o)	18.1%	18.1%
Net income applicable to U.S. Bancorp common shareholders (p)	$7,194	$5,909
Less: Notable items, including the impact of earnings allocated to participating stock awards(4)	—	(298)
Net income attributable to U.S. Bancorp common shareholders, excluding notable items (q)	7,194	6,207
Average diluted common shares outstanding (r)	1,558	1,561
Diluted earnings per common share (p) / (r)	$4.62	$3.79
Percentage change	22%
Diluted earnings per common share (q) / (r)	$4.62	$3.98
Percentage change	16%
Net interest income	$16,649	$16,289
Taxable-equivalent adjustment(3)	116	120
Net interest income, on a taxable-equivalent basis	16,765	16,409
Net interest income, on a taxable-equivalent basis (as calculated above)	16,765	16,409
Noninterest income	11,891	11,046
Less: Securities gains (losses), net	(61)	(154)
Total net revenue, excluding net securities gains (losses) (s)	28,717	27,609
Noninterest expense (t)	16,837	17,188
Less: Notable items(4)	—	400
Noninterest expense, excluding notable items (u)	16,837	16,788
Efficiency ratio (t) / (s)	58.6%	62.3%
Efficiency ratio, excluding notable items (u) / (s)	58.6%	60.8%

Notable items of $109 million ($82 million net-of-tax) for the three months ended December 31, 2024 included lease impairments and operational efficiency actions.

Includes goodwill related to certain investments in unconsolidated financial institutions per prescribed regulatory requirements.

Based on a federal income tax rate of 21 percent for those assets and liabilities whose income or expense is not included for federal income tax purposes.

Notable items of $400 million ($300 million net-of-tax) for the year ended December 31, 2024 included $109 million of lease impairments and operational efficiency actions, $155 million of merger and integration-related charges and $136 million for the increase in the FDIC special assessment instituted in 2023.

	U.S. Bancorp 2026 Proxy Statement			93

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, targets, initiatives 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 U.S. Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2025, 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.

	94			U.S. Bancorp 2026 Proxy Statement

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV82421-P42478For Against AbstainFor 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. Alan B. Colberg1e. Kimberly N. Ellison-Taylor1f. Aleem Gillani1g. Roland A. Hernandez1h. Gunjan Kedia1i. Richard P. McKenney1j. Yusuf I. Mehdi1k. Loretta E. Reynolds1l. John P. Wiehoff3. The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year.2. An advisory vote to approve the compensation of our executives disclosed in the proxy statement.The Board of Directors recommends you vote "FOR" proposals 2 and 3: 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.NOTE: Such other business as may properly come before the meeting or any adjournment thereof.1. The election of each of the 12 directors named in the proxy statement:! ! !SCAN TO U.S. BANCORP VIEW MATERIALS & VOTE wINVESTOR RELATIONS800 NICOLLET MALL BC-MN-H23KMINNEAPOLIS, MN 55402-7014VOTE BY INTERNET Before 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 information up until 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. Have this proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/USB2026You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 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. 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 have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

V82422-P42478Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 21, 2026: Our Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. FOLD AND DETACH HERE PROXYSOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS April 21, 2026 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) Gunjan Kedia 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 2026 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" each of the nominees for director, and "FOR" Proposals 2 and 3, 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.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.