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 21, 2026, 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 20, 2026 (or April 16, 2026, 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/USB2026 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/USB2026. 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

Headquartered in Minneapolis, U.S. Bancorp is the parent company of U.S. Bank National Association, the fifth-largest commercial bank in the United States. Our three major business lines serve 15 million clients throughout the U.S., Canada and Europe, and our team of nearly 70,000 people invest our hearts and minds to power human potential every day. Ranked 105th on the Fortune 500, we are deeply respected for our culture and long-term stewardship and admired for our diversified business mix and product capabilities.

Full year 2025 taxable-equivalent basis. Business line net revenue percentages exclude Treasury and Corporate Support; see “Non-GAAP financial measures” section for reconciliation to the following GAAP measures; Wealth, Corporate, Commercial and Institutional Banking: 42%; Consumer and Business Banking: 31%; Payment Services: 26%; Treasury and Corporate Support: 1%.

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Includes a portion of Treasury Management.

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Director nominees at a glance

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After over 40 years of dedicated service to our company, including nine years as a member and eight years as Chairman of our Board of Directors, Andrew Cecere informed the Board that he would not stand for re-election following expiration of his current term at the 2026 annual meeting. Gunjan Kedia has been elected to serve as Chairman, in addition to her current responsibilities, effective upon Mr. Cecere’s retirement from the Board on April 21, 2026.

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Board nominee composition

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The composition of the nominees for election to 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. The Board’s nominees bring a complementary and appropriate mix of skills, experience and capabilities to oversee the company’s strategy and risk profile. Over the last several years, the Governance Committee and the Board have continued to enhance the Board’s composition through the addition of 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 structure and oversight that the Board approved since our last annual meeting:

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Recognizing the ongoing transformation of the banking industry and the importance of technology, including emerging financial solutions (e.g., digital assets) and technologies such as artificial intelligence, to the company’s strategy, the Board created anew Board-level Technology Committee, effective January 1, 2026. This new Technology Committee oversees the company’s technology strategy, modernization and transformation, with a focus on the company’s cybersecurity technology strategy.

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The Risk Management Committee continues to provide holistic oversight of all of the key financial, non-financial and emerging risks faced by the company, including technology risk, cybersecurity risk and resiliency.

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The Board also reallocated oversight of corporate responsibility and community investment matters to the Governance Committee and fair lending risk to the Risk Management Committee, removing duplication in Board-level reporting and consolidating risk oversight within its committee structure.

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

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2025 executive compensation program 1

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This information reflects target total direct compensation for the company’s current CEO and other NEOs who are current executive officers (Stern, Richard, Philipson and Barcelos).

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Effective April 16, 2025, following Gunjan Kedia’s promotion to the role of Chief Executive Officer in addition to her prior role as President, the Board increased her base salary from $1,000,000 to $1,200,000 and her annual cash incentive target from 250% to 275%. Ms. Kedia’s base salary, annual incentive target and aggregate long-term incentive amounts upon her promotion to the CEO role in April 2025 are used in the chart above.

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The retention RSU award granted in February 2025 to Jodi L. Richard, Vice Chair and Chief Risk Officer, has been excluded for purposes of the chart above. See “Long-term incentive awards” below.

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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 Technology 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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