DEF 14A of US Bancorp \de\, Mar 10, 2026

DEF 14A of US Bancorp \de\

Filed Mar 10, 2026 · FY20250001104659-26-025844

Open on EDGAR

  1. Director nominees at a glance

    Director nominees at a glance

  2. Director nominees at a glance

    | Name1 | Age | Director Since | Primary Occupation | Committee Memberships | Independent | | Warner L. Baxter | 64 | 12/2015 | Retired Executive Chairman and Former Chairman, President and CEO, Ameren Corporation | A (Chair), CHR, E | | | Dorothy Bridges | 70 | 10/2018 | CEO, Metropolitan Economic Development Association (Meda) | RM, T | | | Elizabeth L. Buse | 65 | 6/2018 | Former CEO, Monitise plc | CHR, RM | | | Alan B. Colberg | 64 | 1/2023 | Retired President and CEO, Assurant, Inc. | A, G | | | Kimberly N. Ellison-Taylor | 55 | 1/2021 | Founder and CEO, KET Solutions, LLC | A, T | | | Aleem Gillani | 64 | 7/2024 | Retired Corporate Executive Vice President and CFO, SunTrust Banks, Inc. | A, RM | | | Roland A. Hernandez Lead Independent Director | 68 | 1/2012 | Founding Principal and CEO, Hernandez Media Ventures | CHR (Chair), G, E | | | Gunjan Kedia | 55 | 1/2025 | CEO and President, U.S. Bancorp | E | CEO | | Richard P. McKenney | 57 | 10/2017 | President and CEO, Unum Group | G (Chair), CHR, E | | | Yusuf I. Mehdi | 59 | 6/2018 | Executive Vice President, Consumer Chief Marketing Officer, Microsoft Corporation | T (Chair), RM, E | | | Loretta E. Reynolds | 61 | 10/2022 | Founder and CEO, LEReynolds Group, LLC; Retired Lieutenant General, U.S. Marine Corps | RM, T | | | John P. Wiehoff | 64 | 1/2020 | Retired Chairman and CEO, C.H. Robinson Worldwide, Inc. | RM (Chair), G, E | |

  3. Director nominees at a glance

    | A | Audit Committee | RM | Risk Management Committee | | CHR | Compensation and Human Resources Committee | T | Technology Committee | | G | Governance Committee | E | Executive Committee |

  4. Director nominees at a glance

    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.

  5. Director nominees at a glance

    | 4 | U.S. Bancorp 2026 Proxy Statement |

  6. Director nominee selection process

    Director nominee selection process The selection process for first-time director candidates includes the following steps: ▶ identification of one or more desired profiles for director candidates based on the most recent assessment of the skill sets represented on the Board compared to the Board’s needs, as well as feedback received from the Board evaluation process; ▶ identification of candidates by the Governance Committee based upon information provided by a director search firm, suggestions from current directors and executive officers, and any recommendations received from shareholders and other sources; ▶ interviews of candidates by the Lead Independent Director and other directors; ▶ reports presented to the Board by the Governance Committee on the candidates and selection process; ▶ recommendations made by the Governance Committee; and ▶ election by the Board or formal nomination by the Board for inclusion in the slate of directors at the annual meeting. A shareholder seeking to recommend a prospective candidate for the Governance Committee’s consideration should submit the candidate’s name and sufficient written information about the candidate to permit a determination by the Governance Committee of whether the candidate meets the director selection criteria set forth in our Corporate Governance Guidelines. Recommendations should be sent to the Chair of the Governance Committee in care of the Corporate Secretary of U.S. Bancorp at the address listed in the “Other matters” section of this proxy statement.

  7. Board refreshment and nomination considerations

    Board refreshment and nomination considerations Our Governance Committee continuously assesses the evolving opportunities and challenges facing our company in order to align the Board’s composition with our company’s leadership needs and strategic direction. The Governance Committee evaluates the composition of the Board against the company’s needs every year, which culminates in the process of nominating new and incumbent directors. The Governance Committee’s decision to renominate an incumbent director is informed by the director’s skills and qualifications, past attendance at meetings, participation in the work of the Board and overall contribution to the Board, as assessed in the annual Board evaluation process. The Board’s commitment to refreshment can require candid conversations with individual directors when the Governance Committee has determined that a different Board composition would increase the Board’s effectiveness. As a result of the Board evaluation and skills-to-strategy alignment processes, directors may decide or be asked not to stand for re-election at the next annual meeting.

  8. Board refreshment and nomination considerations

    | U.S. Bancorp 2026 Proxy Statement | 9 |

  9. Board refreshment and nomination considerations

    When a new director is sought, the Governance Committee considers the following factors: ▶ Skills and qualifications: When considering the skills and backgrounds desirable in future Board members, the Governance Committee identifies the professional experience and skill sets represented on the Board and compares them to the skill sets that the Governance Committee believes is important to have represented among the directors at any given time in light of the company’s current business, strategy, risks and opportunities. Any gaps become focus areas for director search efforts. See below for additional information on our directors’ skills and qualifications. ▶ Personal qualities: The Governance Committee will only consider as candidates for director individuals who possess the highest personal and professional ethics and integrity, and who are committed to representing the long-term interests of all our stakeholders. Directors must be able to work in a collegial manner with persons of different educational, business and cultural backgrounds. ▶ Board composition: As required by our Corporate Governance Guidelines, our Governance Committee is responsible for ensuring that the Board’s composition reflects a mix of members representing various backgrounds, perspectives, industries, skills, and professional experiences because the Board benefits from a variety of perspectives, experiences and skill sets in exercising its oversight role. Our Governance Committee regularly reviews the composition of the Board in light of those factors and other personal qualities and attributes represented by the Board’s current members. The Governance Committee incorporates this broad view of board composition into its director nomination process and is committed to ensuring that the Board’s composition appropriately reflects the current and anticipated needs of the Board and our company. ▶ Capacity: Serving on the board of a large financial institution requires a significant commitment of time and energy, and directors must be willing and able to devote sufficient attention to carrying out their duties and responsibilities effectively. The Governance Committee will consider the professional and other demands placed on candidates, including service on the boards of other public or private companies. Unless the Board determines that a director’s service to our company would not be impaired, a director may not serve on more than three other boards of public companies in addition to our Board, and a director who serves as the CEO of a public company may not serve on more than one public company board in addition to our Board (including the board of the company of which he or she serves as CEO). ▶ Tenure and refreshment: Our Governance Committee believes that it is important to maintain a balance of tenure on the Board to benefit from the business, industry and governance experience of longer-serving directors and the fresh perspectives contributed by new directors, while recognizing the value of continuity as Board composition changes. Our Governance Committee aims to have a measured rate of Board refreshment. Retirement and other considerations for incumbent directors: In addition to the factors stated above, the Governance Committee will evaluate any director’s continued service on the Board for appropriateness in each of the following circumstances: the director has a change in employment or other major responsibilities; an employee director ceases to be a company employee; and the director has reached the age of 72 since the last meeting of shareholders at which the director was elected.

  10. Board refreshment and nomination considerations

    | 10 | U.S. Bancorp 2026 Proxy Statement |

  11. Skills and qualifications of our director nominees

    Skills and qualifications of our director nominees The Governance Committee has identified certain skills, experiences and professional qualifications that are important to be represented on the Board for strong collective oversight of the company’s business and strategy. These skills and qualifications, along with the ways these experiences contribute to the Board’s collective oversight of the development and execution of the company’s strategy, are reflected in the chart below:

  12. Skills and qualifications of our director nominees

    | Skill or qualification | Criteria | Link to strategy | | | Chief executive experience | Are current or former CEOs of publicly held or large private corporations | | Have experience overseeing senior leadership, finance, marketing, and execution of corporate strategy from both a management and a board perspective | | Community or sustainability leadership | Have significant professional leadership experience in community service organizations, public policy roles, and/or sustainability matters (or a related certification) | | Provide perspective on our company’s connections to the communities it serves and responsible and sustainable business practices and opportunities | | Corporate governance | Have significant experience serving on and leading the boards of other large corporations and/or professional experience in the corporate governance field | | Help our Board fulfill its oversight function effectively | | Customer experience | Have executive-level experience in a consumer-focused industry other than financial services | | Provide insight into how our company interacts with retail customers | | Digital, technology, or cybersecurity experience | Have executive-level experience in an industry driving digital and/or technological change or cybersecurity experience through prior professional experience (or a related certification/ degree) | | Contribute expertise regarding digital capabilities, technological transformation, information security, or product innovation and evolving customer expectations | | Financial reporting and accounting | Have specialized financial reporting qualifications, such as experience as a CPA or as the CFO of a large corporation | | Are particularly well suited to overseeing the quality and integrity of our company’s financial statements | | Financial services industry experience | Have executive-level experience in the financial services industry | | Possess deep knowledge of the business challenges and opportunities facing our company | | Other regulated industry experience | Have executive-level experience in a regulated industry other than financial services | | Provide a valuable perspective on how an extensive regulatory framework intersects with strategic and operational planning | | Risk management | Have specific risk-management expertise, gained through leadership at a critical infrastructure company, in the financial services industry, at a financial regulator, or in the military | | Are particularly adept at identifying and assessing the varied risks facing our company as a large financial institution |

  13. Skills and qualifications of our director nominees

    | U.S. Bancorp 2026 Proxy Statement | 11 |

  14. Skills and qualifications of our director nominees

    The following matrix highlights the specific skills and qualifications that our Board views as important when evaluating director nominees. Additional information on the business experience and other qualifications of each director nominee is included in the director’s biography below. Each director also contributes other important skills, expertise, experience, viewpoints, and personal attributes to our Board that are not reflected in the matrix below.

  15. Skills and qualifications of our director nominees

    | | Skills and qualifications of director nominees | | | | | | | | | | Director | CEO experience | Community or sustainability leadership | Corporate governance | Customer experience | Digital, technology, or cybersecurity experience | Financial reporting and accounting | Financial services industry experience | Other regulated industry experience | Risk management | | Baxter | • | • | • | | | • | | • | • | | Bridges | | • | | | | | • | | • | | Buse | | | • | | | | • | | • | | Colberg | • | | • | | | • | • | | • | | Ellison-Taylor | | • | | • | • | • | | | | | Gillani | | | | | | • | • | | • | | Hernandez | • | | • | • | | • | | | | | Kedia | • | | | • | • | | • | | • | | McKenney | • | | • | | | • | • | | • | | Mehdi | | | | • | • | | | | | | Reynolds | | | | | • | | | | • | | Wiehoff | • | | • | | • | • | | | • | | # of Directors | 6 | 3 | 6 | 4 | 5 | 7 | 6 | 1 | 9 |

  16. Skills and qualifications of our director nominees

    | Director | Board age, tenure, and other directorships | | | | | Age (years) | Years on the board (from date first elected) | # of other public company boards | | Baxter | 64 | 10 | 2 | | Bridges | 70 | 7 | 0 | | Buse | 65 | 7 | 1 | | Colberg | 64 | 3 | 1 | | Ellison-Taylor | 55 | 5 | 1 | | Gillani | 64 | 1 | 1 | | Hernandez | 68 | 14 | 2 | | Kedia | 55 | 1 | 0 | | McKenney | 57 | 8 | 1 | | Mehdi | 59 | 7 | 0 | | Reynolds | 61 | 3 | 0 | | Wiehoff | 64 | 6 | 2 | | | 62.2 avg. | 6 avg. | <1 avg. |

  17. Skills and qualifications of our director nominees

    | 12 | U.S. Bancorp 2026 Proxy Statement |

  18. 2026 nominees for director

    2026 nominees for director Each of the director nominees named below has agreed to serve as a director if elected. Proxies may not be voted for more than 12 nominees. If, for any reason, any nominee becomes unable to serve before the election, the persons named as proxies will vote your shares for a substitute nominee selected by the Board of Directors. Alternatively, the Board of Directors may choose to reduce the number of directors that are nominated for election. In addition, as described below under “Majority vote standard for election of directors,” each of the nominees has tendered his or her contingent resignation as a director in accordance with our Corporate Governance Guidelines, to be effective if he or she fails to receive a majority of the votes cast in an uncontested election and the Board accepts the tendered resignation. Included below is certain information that the director nominees have provided about themselves, as well as additional information that the Board considered in nominating them. Warner L. Baxter Director since December 2015

  19. Committees

    Committees ▶ Chair, Audit ▶ Compensation and Human Resources ▶ Executive Business experience: Mr. Baxter, 64, is the retired Executive Chairman and former Chairman, President and Chief Executive Officer of Ameren Corporation, a regulated electric and gas utility company serving customers in Missouri and Illinois. He served as the Executive Chairman from January 2022 to November 2023. Prior to that time, Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Corporation from 2014 to January 2022. Mr. Baxter also served as the Chairman of the Board of Directors of the Edison Electric Institution, an association representing all U.S. investor-owned electric companies, from June 2022 to June 2023 and as Vice Chairman from 2020 to June 2022. Mr. Baxter served as Chairman, President and Chief Executive Officer of Ameren Missouri from 2009 to 2014 and as Executive Vice President and Chief Financial Officer of Ameren Corporation from 2003 to 2009. Before joining Ameren, Mr. Baxter served as a Senior Manager at PricewaterhouseCoopers LLP (PwC). Other public company directorships: ▶ Quanta Services, Inc. since 2024 (Safety, Operations and Risk Committee Chair, Audit and Governance and Nominating Committees) ▶ WEC Energy Group, Inc. since 2025 (Audit and Oversight Committee) ▶ Ameren Corporation from 2014 to 2023 Skills and qualifications: ▶ Chief executive experience: Mr. Baxter’s experience as a recent CEO of a Fortune 500 company provides valuable leadership insight and knowledge of strategic growth to the Board. ▶ Community or sustainability leadership: Mr. Baxter’s leadership relating to the environmental and sustainability strategy at a regulated electric and gas utility company provides him with valuable insights and experience relating to sustainability and environmental stewardship issues. ▶ Corporate governance: Mr. Baxter has gained significant corporate governance expertise through his prior service as the Executive Chairman and Chairman of a large public company, as well as through his current leadership of the Audit Committee. ▶ Financial reporting and accounting: Through his past experience as the CFO and Controller of a large publicly traded company and through his experience at PwC, Mr. Baxter brings extensive financial reporting and accounting expertise to our Board. ▶ Other regulated industry expertise: As the past Executive Chairman and former President and CEO of a company in a highly regulated industry, as well as the past Chairman of the industry association representing all U.S. investor-owned electric companies, Mr. Baxter provides valuable perspective on regulatory and business challenges facing our company. Risk management: As the past President and CEO of a company in a critical infrastructure industry and through his experience at PwC, Mr. Baxter brings valuable risk management expertise to our Board of Directors.

  20. Committees

    | U.S. Bancorp 2026 Proxy Statement | 13 |

  21. Committees

    Dorothy Bridges Director since October 2018

  22. Committees

    Committees ▶ Risk Management ▶ Technology Business experience: Ms. Bridges, 70, is the Chief Executive Officer of the Metropolitan Economic Development Association (Meda), a nonprofit organization providing business consultancy services, access to capital and marketing opportunities to BIPOC-owned businesses. She has served in this capacity since September 2022. Ms. Bridges served as Senior Vice President of Public Affairs, Outreach and Community Development of the Federal Reserve Bank of Minneapolis, one of the twelve regional banks in the Federal Reserve System, from July 2011 until June 2018. Prior to joining the Federal Reserve Bank of Minneapolis, Ms. Bridges served as the President and Chief Executive Officer of City First Bank, a commercial bank providing financial services in low- and moderate-income communities, from 2008 until July 2011, and as President and Chief Executive Officer of Franklin National Bank, a Minneapolis commercial bank, from 1999 to 2008. Skills and qualifications: ▶ Community or sustainability leadership: Through her experience as the senior leader in charge of public affairs, outreach and community development, and as the CEO of a commercial bank focusing on low- and moderate-income communities, Ms. Bridges brings to our Board expertise in understanding the financial needs of the individuals living in the communities we serve. ▶ Financial services industry expertise: Ms. Bridges’s extensive experience in the banking industry, as a senior leader of a reserve bank and as the CEO of two commercial banks, as well as her current role as the Chair of the American Bankers Association Community Bankers’ Council, gives her valuable industry and regulatory oversight expertise. ▶ Risk management: Through her experience at the Federal Reserve Bank of Minneapolis, Ms. Bridges brings to our Board risk management expertise that is particularly relevant to our company. Elizabeth L. Buse Director since June 2018

  23. Committees

    Committees ▶ Compensation and Human Resources ▶ Risk Management Business experience: Ms. Buse, 65, is the former Chief Executive Officer of Monitise plc, a global mobile banking and payments company based in the United Kingdom. She served as Co-Chief Executive Officer and Chief Executive Officer of Monitise during 2014 and 2015, after retiring from Visa, Inc., a leading payment network, as Executive Vice President of Global Services, a position she held from 2013 to 2014. Ms. Buse held various senior leadership positions at Visa prior to that time, including Group President for Asia-Pacific, Central Europe, Middle East and Africa from 2010 to 2013. Other public company directorships: ▶ F5, Inc. since 2020 (Talent and Compensation Committee Chair; Risk and Nominating and Environmental, Social and Governance Committees) Skills and qualifications: ▶ Corporate governance: Through her current and past experience as a director for several public and private financial services technology companies, Ms. Buse brings valuable financial services specific corporate governance best practices experience to our Board. ▶ Financial services industry expertise: As the former CEO of Monitise and as a former senior leader at Visa, Ms. Buse gained broad financial industry expertise that is particularly relevant to our Board. Risk management: Ms. Buse brings to our Board valuable risk management expertise gained through her work in the financial services industry.

  24. Committees

    | 14 | U.S. Bancorp 2026 Proxy Statement |

  25. Committees

    Alan B. Colberg Director since January 2023

  26. Committees

    Committees ▶ Audit ▶ Governance Business experience: Mr. Colberg, 64, is the retired President and Chief Executive Officer of Assurant, Inc., a financial services company providing specialty insurance products and services. He served as Chief Executive Officer and a director of Assurant from January 2015 to December 2021, and as its President from 2014 to May 2021, prior to his retirement in January 2022. Prior to those roles, he served as Executive Vice President of Marketing and Business Development. Before joining Assurant in March 2011, Mr. Colberg served in various senior leadership roles for 22 years at Bain & Company, Inc., a management consulting company, where he served as global head of Bain’s financial services practice, among other roles. Early in his career, Mr. Colberg worked as an accountant for The Procter & Gamble Company. Other public company directorships: ▶ Corebridge Financial, Inc. since 2022 (Chair of the Board; Chair of Nominating and Corporate Governance Committee) ▶ Assurant, Inc. from 2015 to 2021 Skills and qualifications: ▶ Chief executive experience: As the former President and CEO of Assurant, Mr. Colberg provides valuable leadership and management expertise to our Board. ▶ Corporate governance: Mr. Colberg brings significant corporate governance expertise to our Board gained from his experience as the President and CEO of a public company and through his experience as a current and past board member, board chair, and committee chair of multiple public companies. ▶ Financial reporting and accounting: Through his service as CEO of Assurant, as a member and chair of the audit committees of the boards of public companies, and his accounting and educational background, Mr. Colberg brings financial reporting and accounting experience to our Board. ▶ Financial services industry expertise: Mr. Colberg’s experience as the former President and CEO of a financial services company and former head of the financial services practice at a large consulting company provides important expertise to our Board on managing the economic and regulatory environment currently facing our company. Risk management: Through his vast experience as the President and CEO of a financial services company and as the global head of the financial services practice at Bain, Mr. Colberg brings valuable risk management experience to our Board.

  27. Committees

    | U.S. Bancorp 2026 Proxy Statement | 15 |

  28. Committees

    Kimberly N. Ellison-Taylor Director since January 2021

  29. Committees

    Committees ▶ Audit ▶ Technology Business experience: Ms. Ellison-Taylor, 55, is the Founder and Chief Executive Officer of KET Solutions, LLC, a consulting firm focused on business growth, innovation, strategy, transformation and inclusive leadership. She has served in this capacity since April 2021. Ms. Ellison-Taylor served as the Executive Director of Finance Thought Leadership of Oracle Corporation, a Fortune 100 company that provides products and services for enterprise information technology environments, from April 2019 to April 2021. Prior to that, Ms. Ellison-Taylor served as the Global Strategy Leader in the Cloud Business Group of Oracle from September 2018 to March 2019 and as the Global Strategy Director in the Financial Services Industry Group of Oracle from July 2015 until September 2018, where she led worldwide teams to develop and execute strategies dealing with cloud data, information security, fraud prevention and detection, and customer experience. From 2016 to 2018, she also served as the chairman of the American Institute of CPAs, the world’s largest member association representing the accounting profession. Prior to joining Oracle in 2004, she held roles at NASA’s Goddard Space Flight Center, Motorola and KPMG and served as the Chief Information Technology Officer for Prince George’s County Government in Maryland. Other public company directorships: ▶ Marathon Petroleum Corporation since 2024 (Audit and Corporate Governance and Nominating Committees) ▶ EverCommerce Inc. from 2021 to 2024 Skills and qualifications: ▶ Community or sustainability leadership: Ms. Ellison-Taylor brings to our Board current expertise in overseeing climate risk and creating sustainable growth strategies, gained through her certification in the Diligent Climate Leadership Program. ▶ Customer experience: Ms. Ellison-Taylor brings to our Board expertise relating to customer opportunities and expectations, gained through her prior experience as the senior leader of a consumer-focused company. ▶ Digital, technology, or cybersecurity experience: Through her past experiences at a company providing innovative technology products and services, her experience as a Chief Information Technology Officer, her current roles consulting on innovation and transformation and teaching Emerging Technologies and Innovation at Carnegie Mellon University and her ongoing director education in cybersecurity oversight matters, Ms. Ellison-Taylor brings to our Board vast expertise of innovative technology that is particularly relevant to our company. Financial reporting and accounting: Ms. Ellison-Taylor’s experience as a CPA and former chair of the American Institute of CPAs provides valuable financial reporting and accounting expertise to our Board. She is also a Certified Internal Auditor and Certified Information Systems Auditor and brings expertise relating to financial processes, operations and internal controls to our Board.

  30. Committees

    | 16 | U.S. Bancorp 2026 Proxy Statement |

  31. Committees

    Aleem Gillani Director since July 2024

  32. Committees

    Committees ▶ Audit ▶ Risk Management Business experience: Mr. Gillani, 64, is the retired Corporate Executive Vice President and Chief Financial Officer of SunTrust Banks, Inc., a financial services company. He served as Chief Financial Officer of SunTrust from April 2011 to March 2018, as Corporate Treasurer from March 2010 to April 2011 and as Chief Market Risk Officer from 2007 to 2010. Prior to joining SunTrust, Mr. Gillani served in various senior leadership roles at PNC Financial Services Group, Inc., FleetBoston Financial and the Canadian Imperial Bank of Commerce. He was the founding chair of the Market Risk Council for the Risk Management Association (RMA) and served for many years as a director on the RMA Board of Directors. Other public company directorships: ▶ Federal Home Loan Mortgage Corporation since 2019 (Audit and Nominating and Governance Committees) Skills and qualifications: ▶ Financial reporting and accounting: Through his service as CFO of SunTrust, as a former chair of the audit committee of the board of a public company, and through his educational background, Mr. Gillani brings financial reporting and accounting experience to our Board that makes him particularly well suited to oversee the quality and integrity of our company’s financial statements. ▶ Financial services industry expertise: Mr. Gillani’s experience as the retired CFO of a large financial services company and current service on the Board of the Federal Home Loan Mortgage Company provides valuable expertise to our Board on managing the challenges and opportunities at our company. ▶ Risk management: Mr. Gillani brings to our Board valuable risk management expertise, including experience identifying, assessing and managing risk exposures of large, complex financial firms, gained through his work as CFO and Chief Risk Officer at a financial services company and through his experience on the Federal Home Loan Mortgage Corporation Board. Roland A. Hernandez Director since January 2012 Lead Independent Director

  33. Committees

    Committees ▶ Chair, Compensation and Human Resources ▶ Governance ▶ Executive Business experience: Mr. Hernandez, 68, is the Founding Principal and Chief Executive Officer of Hernandez Media Ventures, a privately held company engaged in the acquisition and management of media assets. He has served in this capacity since January 2001. Mr. Hernandez served as Chairman of Telemundo Group, Inc., a Spanish-language television and entertainment company, from 1998 to 2000 and as President and Chief Executive Officer from 1995 to 2000. He previously served on the Board of Directors of Belmond Ltd., The Ryland Group, Inc., Sony Corporation, Vail Resorts, Inc., and Walmart Inc. Other public company directorships: ▶ Fox Corporation since 2019 (Audit Committee Chair, Nominating and Corporate Governance Committee) ▶ Take-Two Interactive Software, Inc. since 2019 (Nominating and Governance Committee Chair, Compensation Committee) ▶ MGM Resorts International from 2002 to 2021 Skills and qualifications: ▶ Chief executive experience: Mr. Hernandez’s experience as a former CEO of Telemundo provides valuable leadership insight and operational and strategic knowledge to the Board. ▶ Corporate governance: Through his experience as the Chairman or Lead Director of several public companies, Mr. Hernandez brings to our Board significant expertise in corporate governance issues and best practices. ▶ Customer experience: Mr. Hernandez brings deep expertise of customer expectations to our Board and adds a perspective on customer opportunities, gained through his prior experience as the leader of a consumer-focused company and through his service on the boards of directors of numerous customer focused companies. Financial reporting and accounting: With his extensive past and current experience on the audit committees of the boards of public companies, Mr. Hernandez brings broad financial reporting and accounting expertise to our Board.

  34. Committees

    | U.S. Bancorp 2026 Proxy Statement | 17 |

  35. Committees

    Gunjan Kedia Director since January 2025

  36. Committees

    Committees ▶ Executive Business experience: Ms. Kedia, 55, is the Chief Executive Officer and President of U.S. Bancorp. She has served in this position since April 2025 and previously served as President from May 2024 to April 2025. Prior to that, she served as Vice Chair of Wealth, Corporate, Commercial and Institutional Banking from June 2023 to May 2024 and as Vice Chair, Wealth Management and Investment Services from December 2016 to June 2023. Ms. Kedia brings over 30 years of financial services experience to her role. Before joining U.S. Bancorp in 2016, she held global executive positions at State Street Financial and BNY. Previously, she was a partner at McKinsey & Company and a core leader of the financial services practice. She began her career at PwC. Skills and qualifications: ▶ Chief executive experience: As CEO of U.S. Bancorp, Ms. Kedia’s deep knowledge of our company, its business and our strategic priorities provides valuable insight to all Board discussions and deliberations. ▶ Customer experience: Ms. Kedia contributes to our Board a current perspective on client expectations across our consumer, wealth, small business and corporate and institutional clients gained from her long leadership of several businesses. ▶ Digital, technology, or cybersecurity experience: Through her current experience as CEO and President and prior leadership roles at U.S. Bancorp, Ms. Kedia brings a record of driving growth and productivity, including through digital capabilities and technology transformation initiatives. ▶ Financial services industry expertise: Ms. Kedia has deep expertise in the financial services industry, gained through a career of more than 30 years in the industry. ▶ Risk management: Through her extensive experience as the leader of business lines and in executive positions at several financial services companies, and as a partner and core leader of the financial services practice at McKinsey, Ms. Kedia brings valuable risk management experience to our Board. Richard P. McKenney Director since October 2017

  37. Committees

    Committees ▶ Chair, Governance ▶ Compensation and Human Resources ▶ Executive Business experience: Mr. McKenney, 57, is the President and Chief Executive Officer of Unum Group, a workplace financial protection benefits company. He has served as President since April 2015 and as Chief Executive Officer since May 2015. Mr. McKenney served as Executive Vice President and Chief Financial Officer of Unum from 2009 to 2015. Prior to joining Unum in 2009, he served as Executive Vice President and Chief Financial Officer at Sun Life Financial, Inc., an international financial services company, from 2006 to 2009. Mr. McKenney began his career at General Electric Company, transitioning his roles from manufacturing to financial leadership. Other public company directorships: ▶ Unum Group since 2015 Skills and qualifications: ▶ Chief executive experience: Mr. McKenney’s experience as a current CEO provides valuable strategic and operational expertise to our Board gained by leading a large company through the current economic and regulatory environment. ▶ Corporate governance: As the current President, CEO and board member of a public company, Mr. McKenney has gained significant corporate governance expertise that is valuable to our Board. ▶ Financial reporting and accounting: Through his past experience as CFO of several companies, Mr. McKenney brings extensive financial reporting and accounting expertise to our Board. ▶ Financial services industry expertise: As the current President and CEO of a financial services company, Mr. McKenney brings to our Board discussions expertise in managing the business environment facing financial services companies and important perspective regarding the regulatory environment for financial services companies. Risk management: Through his experience as the leader of a financial services company, Mr. McKenney brings experience identifying, assessing and managing risk exposures of large, complex financial firms.

  38. Committees

    | 18 | U.S. Bancorp 2026 Proxy Statement |

  39. Committees

    Yusuf I. Mehdi Director since June 2018

  40. Committees

    Committees ▶ Chair, Technology ▶ Risk Management ▶ Executive Business experience: Mr. Mehdi, 59, is the Executive Vice President, Consumer Chief Marketing Officer, at Microsoft Corporation, a multinational technology company. He has served in that capacity since October 2023. He defines Microsoft’s consumer vision and serves as the champion for the company’s end-user experiences, overseeing product management and go-to-market strategy for Microsoft’s Devices & Creativity, and Search, News & Advertising solution areas. Mr. Mehdi leads product marketing and stewardship for Microsoft Copilot, the Windows platform and ecosystem, the Microsoft Surface device portfolio, Microsoft 365 consumer subscriptions, and Microsoft’s web services including the Edge browser and Bing Search engine. Mr. Medhi served as Vice President of the Modern Life and Devices Group from June 2018 to October 2023 and, prior to that Corporate Vice President of the Windows and Devices Group from 2015 to June 2018. In his tenure at Microsoft, which has spanned over 30-years, Mr. Mehdi has led virtually every aspect of Microsoft’s end user businesses from Windows to Surface to Xbox to Internet Explorer. Skills and qualifications: ▶ Customer experience: Mr. Mehdi’s role defining customer vision and driving end-to-end user experience at a large multinational company brings valuable retail and online business expertise to our Board, as well as adds a perspective on public and social policy issues facing a large consumer retail business. ▶ Digital, technology, or cybersecurity experience: Mr. Mehdi’s significant experience in an industry that must adapt in real time to rapid changes in technology and customer expectations, and his leadership in artificial intelligence development and implementation, is a valuable resource in executing the company’s corporate strategy. Loretta E. Reynolds Director since October 2022

  41. Committees

    Committees ▶ Risk Management ▶ Technology Business experience: Ms. Reynolds, 61, is the Founder and Chief Executive Officer of LEReynolds Group, LLC, a consulting firm focused on providing information technology and strategic business intelligence services and advising complex global organizations on managing large-scale risk. She has served in this capacity since August 2021. Ms. Reynolds retired from the U.S. Marine Corps in July 2021 after 35 years of service. During her distinguished career with the U.S. Marine Corps, she earned the rank of Lieutenant General in May 2018 and served as Deputy Commandant for Information from July 2018 to July 2021 and Acting Commander of the Marine Corps Forces Space Command from August 2019 to December 2020. She is the third woman to be promoted to Lieutenant General (three-star) in the history of the U.S. Marine Corps. Prior to that, she also served as Commander of the Marine Corps Forces Cyberspace Command from September 2015 to July 2018. Ms. Reynolds also served from 2015 to 2021 as a member of the U.S. Marine Corps Corporate Board, with oversight responsibility for global strategy, capabilities, and missions. Ms. Reynolds has served as a member of the Board of Trustees at the American Public University System since June 2022. Skills and qualifications: ▶ Digital, technology, or cybersecurity experience: Ms. Reynolds brings extensive information technology and cybersecurity expertise to our Board as a result of her 35-year career in various leadership and command roles in the U.S. Marine Corps, including her experience developing, leading and managing the U.S. Marine Corps’ $12 billion global information portfolio spanning intelligence, information technology, networking, cyber, space and information. Risk Management: Ms. Reynolds brings valuable risk management expertise to our Board through her current role as a consultant advising on large-scale risk management, her commands and strategic leadership roles in the U.S. Marine Corp relating to cyber, space, and information/digital technologies, and her service on the U.S. Marine Corps Corporate Board.

  42. Committees

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  43. Committees

    John P. Wiehoff Director since January 2020

  44. Committees

    Committees ▶ Chair, Risk Management ▶ Governance ▶ Executive Business Experience: Mr. Wiehoff, 64, is the retired Chairman and Chief Executive Officer of C.H. Robinson Worldwide, Inc., a multimodal transportation services and third-party logistics company. He served as Chairman from 2006 to 2020. He also served as President from 1999 to 2019 and as Chief Executive Officer from 2002 to 2019. Prior to 1999, Mr. Wiehoff served in various senior leadership roles at C.H. Robinson starting in 1992 and began his career at Andersen Worldwide LLP with several different positions, including audit manager. Other public company directorships: ▶ Polaris Industries, Inc. since 2007 (Chairman, Corporate Governance and Nominating Committee, Compensation Committee) ▶ Union Pacific Corporation since 2023 (Audit and Compensation and Talent Committees) ▶ Donaldson Company, Inc. from 2003 to 2022 ▶ C.H. Robinson Worldwide, Inc. from 2002 to 2020 Skills and qualifications: ▶ Chief executive experience: Mr. Wiehoff’s experience as the CEO of a Fortune 500 company gives him valuable leadership and business expertise, as well as extensive executive management experience. ▶ Corporate governance: Mr. Wiehoff’s experience as the Chairman of a public company and on the governance committees of numerous public companies provides valuable corporate governance expertise to our Board. ▶ Digital, technology, or cybersecurity experience: Through his experience as the leader at a logistics company, Mr. Wiehoff provides extensive expertise to our Board in executing strategy around technological transformation. ▶ Financial reporting and accounting: Mr. Wiehoff gained broad financial reporting and accounting expertise through his experience as an audit manager for a large accounting firm. Risk management: As the former President and CEO of a logistics company, Mr. Wiehoff brings valuable risk management experience and perspectives to our Board.

  45. Committees

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  46. Committees

    Our Board of Directors and management are dedicated to exemplary corporate governance. Good corporate governance is vital to our continued success. Our Board of Directors has adopted Corporate Governance Guidelines to provide a corporate governance framework for our directors and management to effectively pursue our objectives for the benefit of our shareholders. The Board reviews and updates these guidelines and the charters of the Board committees at least annually in response to evolving best practices and business needs, as well as the results of annual Board and committee evaluations. Our Corporate Governance Guidelines can be found at usbank.com by clicking on “About us”, “Investor relations”, “Corporate Governance” and then “Governance documents.”

  47. Majority vote standard for election of directors

    Majority vote standard for election of directors Our bylaws provide that in uncontested elections, a nominee for director will be elected to the Board if the number of votes cast “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” that nominee’s election (votes to “ABSTAIN” have no effect on the election of a director). The voting standard for directors in a contested election is a plurality of the votes cast at the meeting. Our Corporate Governance Guidelines provide that director nominees must submit a contingent resignation in writing to the Governance Committee, which becomes effective if the director fails to receive a sufficient number of votes for re-election at the annual meeting of shareholders and the Board accepts the resignation. The Board will nominate for election or re-election as a director only candidates who have tendered such a contingent resignation. Our Corporate Governance Guidelines further provide that if an incumbent director fails to receive the required vote for re-election, our Governance Committee will act within 90 days after certification of the shareholder vote to determine whether to accept the director’s resignation, and will submit a recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation. The Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

  48. Majority vote standard for election of directors

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  49. Reference Guide

    | Executive compensation overview | 38 | | Philosophy and objectives of our executive compensation program | 41 | | Base salary | 42 | | Annual cash incentive awards | 42 | | ▶ How we determine our NEOs’ annual cash incentive awards | 42 | | ▶ Setting the Target Award Amounts | 43 | | ▶ Calculating the Final Bonus Funding Percentage | 43 | | ▶ Funding and Payout of Corporate Result | 45 | | ▶ The Qualitative Review | 46 | | ▶ Factoring in individual performance and risk sensitivity | 46 | | Long-term incentive awards | 47 | | ▶ Establishing the structure of the equity awards | 47 | | ▶ Philosophy on one-time awards | 48 | | ▶ Setting the value of the equity awards | 48 | | ▶ Selecting the performance metrics for the PRSU awards | 49 | | ▶ Setting the levels of absolute and relative ROTCE for the 2025 PRSU performance matrix | 49 | | ▶ Previously granted PRSUs | 50 | | Decision making and policies | 51 | | ▶ Who is involved in making executive compensation decisions | 51 | | ▶ How executive compensation is determined | 52 | | ▶ Compensation peer group | 53 | | ▶ Stock ownership and retention requirements | 53 | | ▶ Clawback and forfeiture provisions applicable to executive awards | 54 | | ▶ Change-in-control severance benefits for executive officers | 54 | | ▶ Hedging and pledging policy | 55 | | ▶ Equity grant policies and practices | 55 | | ▶ Health and other benefits | 55 | | ▶ Risk considerations | 55 |

  50. Sound compensation practices

    | What we do | | Significant majority of each executive officer’s compensation is at risk | | We may cancel unvested equity awards and reduce cash incentive compensation for executives who demonstrate inadequate sensitivity to risk | | Our robust clawback policies allow us to recoup annual cash incentive payouts attributable to incorrectly reported earnings, and comply with SEC and NYSE rules for recovery of erroneously-awarded incentive compensation determined in the event of an accounting restatement | | We have meaningful stock ownership and hold-until-retirement requirements | | The Committee retains an independent compensation consultant that provides no other services to our company |

  51. Sound compensation practices

    | What we don’t do | | No individual employment agreements for our executive officers | | We do not permit executive officers to hedge or pledge their company stock | | No single-trigger cash benefit or accelerated vesting of equity awards upon a change-in-control of the company | | No tax gross-ups (except in relation to relocation expenses) | | No dividends paid on unearned PRSUs; dividend equivalents accrued on earned PRSUs are not paid until the awards vest |

  52. Compensation program objective

    Compensation program objective The Committee has structured our executive compensation program to create long-term shareholder value by attracting and retaining talented leaders and rewarding them for top performance. The Committee achieves this objective through a compensation program that: ▶ links a significant portion of total compensation to corporate and business line performance metrics, which we believe serves to create long-term shareholder value; ▶ provides total compensation that is market competitive, permitting us to hire and retain high caliber individuals; ▶ emphasizes long-term, stock-based compensation, encouraging our executive officers to think and act as long-term shareholders; ▶ subjects equity awards to multi-year performance, vesting and retention requirements that enhance executive ownership and encourage a long-term view of corporate achievement; and ▶ encourages an appropriate sensitivity to risk on the part of senior management, which protects long-term shareholder interests.

  53. Compensation elements

    Compensation elements Our NEOs’ total direct compensation consists of three elements: ▶ Base salary; ▶ Annual cash incentive awards; and ▶ Long-term incentive compensation (generally comprising 60% PRSUs and 40% RSUs).

  54. Annual cash incentive awards

    Annual cash incentive awards

  55. How we determine our NEOs’ annual cash incentive awards

    How we determine our NEOs’ annual cash incentive awards All executive officers have the opportunity to earn annual cash incentive awards under our Annual Executive Incentive Plan (the AEIP), which are set at target levels that reflect their roles and responsibilities. Potential payout opportunities under the AEIP are designed to reward achievement of corporate and business line goals. The formula for calculating each NEO’s Annual Cash Incentive Payout under the AEIP consists of the following: Each NEO’s Target Award Amount, which is set by the Committee as a percentage of the NEO’s base salary (Target Award Percentage);

  56. How we determine our NEOs’ annual cash incentive awards

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  57. How we determine our NEOs’ annual cash incentive awards

    The Final Bonus Funding Percentage applicable to each NEO, which is calculated based on a combination of corporate EPS and business line pretax income performance and subject to a qualitative review by the Committee; and ▶ The Committee’s assessment of each NEO’s Individual Performance and Risk Sensitivity, which can increase or decrease the value of the Bonus Funding Percentage applied to each NEO’s Target Award Amount. In no event may individual payouts exceed 200% of an NEO’s Target Award Amount.

  58. Setting the Target Award Amounts

    1. The Committee increased Ms. Kedia’s target value from 225% of base salary to 250% of base salary, effective May 5, 2024, in connection with her promotion to the role of President. Her prorated target award percentage for 2024 was 243%. 2. The Board and the Committee increased Ms. Kedia’s target value to 275% of base salary (or $3,300,000), effective April 16, 2025, in connection with her promotion to the role of CEO. Her prorated target award percentage for 2025 was 268.6%, or $3,066,667. 3. The Board and the Committee eliminated Mr. Cecere’s go-forward target annual incentive, effective April 16, 2025, in connection with his transition to the role of executive Chairman. His target award amount above has been prorated for the time period that he served as CEO during 2025 (January 1-April 15, 2025). 4. Ms. Richard and Messrs. Philipson and Barcelos were not NEOs for 2024, so their compensation for that year has not been included, consistent with applicable disclosure rules. 5. Mr. Dolan did not receive an annual incentive award for 2025 following his passing on March 29, 2025.

  59. Calculating the Final Bonus Funding Percentage

    Calculating the Final Bonus Funding Percentage The Bonus Funding Percentage is calculated using two evenly weighted factors: the Corporate Result, which is based on EPS performance for 2025, as adjusted; and

  60. Calculating the Final Bonus Funding Percentage

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  61. Calculating the Final Bonus Funding Percentage

    the Business Line Result, which is based on applicable business line or corporate pretax income performance for the executive officer. The Committee believes that EPS and pretax income targets are appropriate performance metrics for the executive officers’ annual cash incentive awards for the following reasons: ▶ EPS is a common metric used by investors to evaluate the profitability of a company, showing the earnings (net income) we make on each outstanding share of common stock; ▶ a focus on EPS supports alignment of the interests of the executive officers with those of shareholders; ▶ EPS captures elements of corporate performance that are beyond those of the individual operating business lines, such as corporate funding policies and the management and use of capital; ▶ the pretax income targets are the fundamental drivers of the company’s revenues and income before taxes; and ▶ the EPS and pretax income targets are aligned with annual financial plan targets, which the Board and management have assessed for achievability; accordingly, the targets provide incentives to take appropriate amounts of risk to achieve those goals. In addition, both EPS and pretax income are used across the organization for cash bonus payout calculations, and the Committee believes that using these measures in executive officer incentive award calculations supports alignment with their areas of responsibility. Both the Corporate Result and Business Line Result are assessed relative to targets included in our company’s annual financial plan. The Board establishes these financial targets for each fiscal year with the intent that they represent challenging, yet achievable, goals. Under the AEIP, the Committee has the authority to adjust results to exclude the effect of certain events. The Final Bonus Funding Percentage is calculated as follows: ▶ Corporate Result: The percentage by which corporate EPS differs from the EPS target is multiplied by a leverage factor to magnify the positive or negative variation from the results, yielding the Corporate Result. A leverage factor of 2:1 is applied to corporate achievement of EPS goals between 80% and 120% of target. For any amount by which corporate achievement of EPS goals is less than 80% or more than 120%, the leverage factor is 1:1. ✓ The target level of EPS set by the Committee for 2025 was $4.46. The target EPS level is intended to reflect the core earnings of the company and, as such, excluded the impact of notable items. Additional information on the calculation of the 2025 Corporate Result, based on adjusted EPS results (non-GAAP measure), is described below. ▶ Business Line Result: A payout component is calculated for each business line based on the percentage by which the business line’s pretax income varies from target, using the same leverage factor as is applied to corporate performance. For executives with leadership responsibilities for the entire company, including Mses. Kedia and Richard and Messrs. Cecere, Stern and Barcelos, the Business Line Result is based on the weighted average of the pretax income results of all the company’s business lines. For executives who lead a revenue-producing group, including Mr. Philipson, the Business Line Result is based on the weighted average pretax income results of the business lines within the group that the executive leads. Additional information on the calculation of the 2025 Business Line Result, based on adjusted pretax income results (non-GAAP measure), is described below. ▶ Each of the Corporate Result and the Business Line Result is multiplied by 50% and then added together to arrive at the Formulaic Bonus Funding Percentage for each NEO. The Committee performs a Qualitative Review of the Formulaic Bonus Funding Percentage, which includes a holistic assessment of performance on key strategic priorities, as described below. The results of the Committee’s assessment of these additional performance factors allows the Committee to adjust the formulaic bonus calculation by up to 25% (either positively or negatively) to create greater alignment with overall organizational performance if appropriate.

  62. Calculating the Final Bonus Funding Percentage

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  63. Calculating the Final Bonus Funding Percentage

    2025 Corporate Result: The Corporate Result was calculated as follows: ▶ The target level of EPS set by the Committee for 2025 was $4.46, as adjusted for notable items. ▶ The company reported EPS results of $4.62, which was adjusted downward by $0.01 for loan loss reserve variation as described below. ▶ The resulting adjusted EPS value used to calculate the Corporate Result was $4.61. ▶ The Corporate Result of 106.6% was the outcome after applying the leverage factor to the percentage difference between target and adjusted EPS results.

  64. Funding and Payout of Corporate Result

    Funding and Payout of Corporate Result For purposes of computing the Corporate Result used in the Formulaic Bonus Funding Percentage, the Committee adjusts actual reported EPS to (i) remove the impact of any variation in our loan loss reserve build or release on an after-tax basis, while including net charge-offs to capture actual credit losses experienced and (ii) normalize any notable items that impacted EPS during the performance year. The Committee established its approach to adjusting for variation in our loan loss reserve in 2020 in connection with our adoption of the Current Expected Credit Losses (CECL) accounting standard in January 2020. Our adoption of CECL creates the potential for significant accounting volatility and uncertainty with respect to the loan loss reserve that is often dependent upon a number of judgmental factors and economic assumptions. In an effort to measure performance based on actual credit losses, the company excludes changes in the allowance driven by these factors and includes net charge-offs in the determination. For 2025, this calculation resulted in a downward adjustment to our reported EPS of $0.01. It has also been the Committee’s practice to adjust for notable items that are unusual or related to acquisitions. There was no adjustment for notable items in 2025.

  65. Funding and Payout of Corporate Result

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  66. Funding and Payout of Corporate Result

    2025 Business Line Results: The Business Line Result was calculated as follows: ▶ Pre-tax income targets are established at the beginning of the year for each of our company’s more than 15 revenue-producing business lines in support of our Corporate EPS target. ▶ For 2025, pretax income results, inclusive of the regular adjustments relating to loan loss reserves and CECL described above and adjustments for certain notable items, ranged from 65.9% to 135.2% of target performance across our company’s more than 15 revenue-producing business lines. ▶ These results generated Business Line Results of 112% for Payments: Consumer and Small Business, 96.6% for Payments: Merchant and Institutional, 93.9% for the Institutional Client Group, 108.7% for Wealth, Corporate, Commercial and Institutional Banking, and 101.2% for Consumer and Business Banking following application of the leverage factor and the 0% floor and 200% ceiling. ▶ The weighted average Business Line Result of all business lines was 104.2%. For purposes of computing the Formulaic Bonus Funding Percentage for the Business Line Result, pretax income includes a component for changes in the loan loss reserve driven by loan balances and changes in loan portfolio credit quality. The Committee adjusts these results so that the effect of any variation in our loan loss reserve build or release driven by such changes in loan portfolio credit quality is reduced by 50%. The Committee believes that this adjustment serves to align bonus funding with changes in credit quality while reducing some of the volatility caused by variable judgmental factors. The Committee applies these adjustments for loan loss reserve variation consistently, whether the ultimate impact is positive or negative, and believes that such adjustments maintain accountability for credit quality. The 2025 Business Line Results were as follows for applicable NEOs who received an annual incentive award for 2025 performance:

  67. Funding and Payout of Corporate Result

    | NEO | Business Line Result | | Gunjan Kedia Andrew Cecere John C. Stern Jodi L. Richard Elcio R.T. Barcelos | 104.2% (based on weighted average pretax income results for all the company’s business lines) | | Stephen L. Philipson | 108.7% (based on weighted average pretax income results for the business lines within the Wealth, Corporate, Commercial and Institutional Banking group) |

  68. Factoring in individual performance and risk sensitivity

    Factoring in individual performance and risk sensitivity The Committee considers the performance of the business lines managed by each executive officer and that executive officer’s individual performance during the year. The Committee also uses a formal “risk scorecard” assessment which, together with the individual performance assessment, can result in downward or upward adjustments to each NEO’s Bonus Funding Award Percentage to reflect that executive’s demonstrated sensitivity to risk. The Committee believes that it is important to retain the ability to recognize outstanding individual performance and risk mitigation in determining Annual Cash Incentive Payouts, as well as to acknowledge circumstances where individual performance improvements are suggested or where inappropriate risk-taking behaviors have occurred. Modifications to our NEOs’ Bonus Funding Award Percentage based on their individual performance and risk sensitivity have been used only

  69. Factoring in individual performance and risk sensitivity

    occasionally, however, and have historically been modest in scope. Individual payouts remain subject to the overall payout cap of 200% of each executive officer’s Target Award Amount. 2025 individual performance and risk sensitivity actions: In connection with its consideration of individual performance for 2025, the Committee applied a positive individual performance adjustment of 10% to the final bonus funding percentage for Mr. Philipson, in light of his strong leadership of the Wealth, Corporate, Commercial and Institutional Banking (WCIB) business line and the significance of his individual contributions to our strategic progress, including the company’s recently announced agreement to acquire Condor Trading LP and its subsidiaries, including BTIG, LLC. For the other NEOs who received annual incentive awards, the Committee determined that the applicable Final Bonus Funding Percentage for each current NEO appropriately reflected that executive’s performance and contributions to the company in 2025. Following an analysis of each NEO’s risk scorecard results, the Committee did not make any risk-based modifications to the NEOs’ Final Bonus Funding Percentages. 2025 Annual Cash Incentive Payout results: The resulting payouts made to applicable NEOs1 in March 2026 for 2025 performance under the AEIP were as follows: 1. Mr. Dolan did not receive an annual incentive award for 2025 following his passing on March 29, 2025. 2. Ms. Kedia’s target award amount and annual incentive award were calculated based on a prorated target award percentage of 268.6% and took into account her salary change during 2025 in connection with her promotion to the CEO role as disclosed above. 3. Mr. Cecere’s target award amount and annual incentive award were prorated for the time period that he served as CEO during 2025 (January 1-April 15, 2025).

  70. Long-term incentive awards

    Long-term incentive awards

  71. Establishing the structure of the equity awards

    Establishing the structure of the equity awards Long-term, equity-based compensation represents the most significant portion of our NEOs’ total compensation package. The Committee uses equity awards to align the NEOs’ interests with those of long-term shareholders. In 2025, 72% of our CEO’s target total direct compensation and between 55% and 61% of target total direct compensation for our other NEOs who are current executive officers consisted of equity awards. The Committee grants equity awards to executive officers under the U.S. Bancorp 2024 Stock Incentive Plan. In February 2025, consistent with the historical structure of our long-term incentive program, 60% of the value of each executive officer’s annual long-term incentive award was granted in the form of PRSUs that will cliff vest (if earned) on the third anniversary of the grant date, following a three-year performance period, and 40% was granted in the form of RSUs that vest ratably over three years from the date of grant. Cash dividends on unvested PRSUs accrue during the performance period but are only paid at vesting on shares earned, if any, by the executives. The mix of performance-based and time-based equity awards, with the mix more heavily weighted toward performance-based equity, is designed to motivate achievement of financial objectives while encouraging retention and stock ownership.

  72. Establishing the structure of the equity awards

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  73. Setting the value of the equity awards

    Setting the value of the equity awards Each year in January, the Committee determines the dollar value of the long-term incentive awards to be granted to the executive officers, with the grants being made on a pre-determined date in February or March. In setting each year’s award amounts, in addition to the advice of its independent compensation consultant, the Committee considers the relative market position of the awards and the total compensation for each executive, the proportion of each executive’s total direct compensation to be delivered as a long-term incentive award, internal pay equity, executive performance and changes in responsibility, retention, and corporate performance. 2025 equity value actions: In January 2025, the Committee increased the value of the long-term incentive awards granted to certain NEOs in 2025 to align the NEOs’ total compensation more closely with the opportunities available to executives in similar roles at companies in our peer group relative to our size. The Board and the Committee awarded Mr. Cecere a long-term incentive award in January 2025 in connection with his role as CEO. He did not receive any additional award in April 2025 when he transitioned to the executive Chairman role. As previously disclosed by the company, in connection with her election to the role of Chief Executive Officer, effective April 15, 2025, in January 2025 the Committee determined that Ms. Kedia’s annual long-term equity award would be valued at $10 million as of the grant date of February 27, 2025, consistent with the structure and terms of other executive officers in 2025. The award was part of Ms. Kedia’s total direct compensation for 2025 and did not contain any special one-time components. As previously disclosed by the company, on April 15, 2025, the Board and the Committee awarded Ms. Kedia an additional long-term incentive award for 2025, solely in the form of PRSUs, valued at $1,500,000 as of the grant date of April 17, 2025, after considering, among other factors, the additional duties she assumed in connection with her official transition to the CEO role and meaningful movement in market pay levels among companies in our compensation peer group. The adjustment is part of Ms. Kedia’s total direct compensation for 2025 and reflects her total aggregate long-term incentive target of $11,500,000 for the CEO role. The terms of the additional PRSUs granted to Ms. Kedia are consistent with the PRSUs granted in February 2025, and the PRSUs granted to other executive officers in 2025. On January 27, 2025, the Committee awarded Ms. Richard a one-time retention RSU award valued at $3,000,000 as of the grant date of February 27, 2025 after considering the leadership transition during 2025, her critical role within the company in the current operating environment, the strength of the company’s risk management program, and Ms. Richard’s strong performance. The 2025 retention RSU award does not contain a retirement vesting provision and requires a longer vesting period to motivate retention, with 50% of the award vesting on each of the third and fourth anniversary of the grant date.

  74. Setting the value of the equity awards

    | NEO | Value of equity awards granted in 2024 | Value of equity awards granted in 2025 | | Gunjan Kedia | $6,500,0001 | $11,500,0002 | | Andrew Cecere | $11,000,000 | $11,000,000 | | John C. Stern | $2,700,000 | $3,000,000 | | Jodi L. Richard3 | $— | $7,000,0004 | | Stephen L. Philipson3 | $— | $3,300,000 | | Elcio R.T. Barcelos3 | $— | $2,900,000 | | Terrance R. Dolan | $5,000,0005 | $5,200,0005 |

  75. Setting the value of the equity awards

    1. Includes the additional long-term incentive award granted to Ms. Kedia on May 6, 2024 in connection with her promotion to the role of President. Includes the additional long-term incentive award in the form of PRSUs granted to Ms. Kedia on April 17, 2025 in connection with her official transition to the role of CEO.

  76. Setting the value of the equity awards

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  77. Setting the value of the equity awards

    Ms. Richard and Messrs. Philipson and Barcelos were not NEOs for 2024, so their compensation for that year has not been included, consistent with applicable disclosure rules. 4. Includes the retention RSU award valued at $3,000,000 granted to Ms. Richard on February 27, 2025. 5. The RSUs and PRSUs granted to Mr. Dolan in 2024 and 2025 fully vested at target as of the date of his death in accordance with the terms of the applicable award agreements.

  78. Selecting the performance metrics for the PRSU Awards

    Selecting the performance metrics for the PRSU Awards Beginning in 2025, in order to better align with our strategic plan and emerging practices across our peer group, the Committee determined it appropriate to change the core performance metric used as part of the 2025 PRSU program design from absolute and relative ROE (used for awards granted in 2023 and 2024) to absolute and relative ROTCE. In addition, the Committee added a relative TSR modifier for purposes of determining the number of PRSUs earned at the end of the three-year performance period to further enhance alignment with shareholder outcomes. The Committee determined that ROTCE was an appropriate performance metric for the 2025 PRSU awards because it is a key long-term performance priority under the company’s strategic plan, reflects the profits generated by the company on our shareholders’ investment, and is a useful metric for comparing the profitability of the company and our peers. ROTCE measures the company’s net income applicable to common equity, excluding, on a tax-adjusted basis, the impact of impairment and amortization of intangible assets, as a percentage of average tangible common equity. The Committee believes it is appropriate for use in our long-term incentive program due to the strong correlation between ROTCE and the delivery of positive share price performance to shareholders. Tangible common equity is a non-GAAP financial measure and represents total equity, less preferred equity, non-controlling interests, goodwill and certain identifiable intangible assets. For purposes of measuring performance, as provided in our 2024 Stock Incentive Plan (or 2015 Stock Incentive Plan for awards granted prior to April 2024) or the applicable form of award agreement, ROTCE (or ROE) may be further adjusted by the Committee, in its discretion, to normalize the effect of significant notable items such as discontinued operations, changes in applicable accounting rules or principles, acquisitions, mergers or restructuring costs, and other extraordinary or unusual items or events. ROTCE (or ROE) results also include adjustments related to the impact of the CECL accounting standard. The adjustments eliminate the volatility of the accounting standard related to changes in the allowance for credit losses, while including net charge-offs related to actual credit losses experienced. Consistent with prior years, the Committee established a performance matrix, illustrated below, that reflects both absolute and relative ROTCE scales to determine the PRSU award amounts earned during the performance period. Target levels of both absolute and relative ROTCE were established, with maximum and minimum levels also identified. Earned amounts are determined using straight-line interpolation. The Committee also added a modifier based on cumulative three-year TSR performance relative to our financial peer group beginning with the 2025 PRSU awards. The Committee added this modifier because it directly reflects the relative performance of our common stock versus our financial peer group over the three-year performance period and further aligns the interests of our executives with the long-term interests of our shareholders. The Committee may adjust TSR for stock splits, reverse stock splits, stock dividends, and other unusual, extraordinary or non-recurring transactions or events, or other similar changes in the capital structure of the company, as applicable.

  79. Setting the levels of absolute and relative ROTCE for the 2025 PRSU performance matrix

    Setting the levels of absolute and relative ROTCE for the 2025 PRSU performance matrix For the 2025 PRSU awards, including Ms. Kedia’s additional award granted in April 2025, the target and maximum ROTCE levels selected by the Committee for the three-year performance period are based on the ROTCE guidance included in the company’s profitability goals publicly communicated prior to the grant date. The Committee also established a sliding scale of ROTCE achieved relative to the ROTCE of our financial peer group, which consists of the following institutions: Bank of America Corporation, Citizens Financial Group, Fifth Third Bancorp, JPMorgan Chase & Co., KeyCorp, The PNC Financial Service Group, Inc., Regions Financial Corporation, Truist Financial Corporation and Wells Fargo & Company. This group is used by the company for financial comparison purposes because these companies, along with U.S. Bancorp, are the largest financial services companies based in the United States that provide broadly comparable retail and commercial banking services. The Committee evaluated the financial peer group used for the 2025 PRSU awards and determined that it continued to be appropriate. The Committee believes that the 2025 PRSU earn-out structure continues to provide an important balance between rewarding the achievement of absolute performance goals and strong relative performance and sets maximum, target and minimum performance thresholds relative to our financial peer group that are sufficiently rigorous compared to the company’s ROTCE outlook over the next three years, and taking into account differences in our diversified business mix

  80. Setting the levels of absolute and relative ROTCE for the 2025 PRSU performance matrix

    relative to peers. The ROTCE performance matrix provides that performance above the median of peers will increase the payout otherwise earned based on our absolute ROTCE result, while performance below the median of peers will reduce the award payout. The company’s absolute and relative ROTCE results for each of the three years within the performance period will be applied to the performance matrix to produce a percentage of target PRSUs results for that year using straight-line interpolation. At the end of the performance period, the percentage results for the three years will be averaged to determine the percentage of target PRSUs, and that percentage may be adjusted up or down 15% based on the company’s peer group TSR ranking for the performance period. For purposes of determining the TSR modifier, TSR for the company and each of the financial peer group companies will be calculated using the difference between the trailing 20-trading day average closing price of the applicable company’s common stock immediately preceding each of the first and the last days of the performance period, including dividends paid during the performance period. The positive TSR Modifier Factor will not be applied if the company’s calculated TSR is negative. The final number of PRSUs earned and eligible to vest upon the third anniversary of the grant date will be determined by multiplying the percentage of target PRSUs by the TSR Modifier Factor and then multiplying the result by the target PRSU award number.

  81. Setting the levels of absolute and relative ROTCE for the 2025 PRSU performance matrix

    | TSR Modifier | | | Peer Group TSR Ranking | TSR Modifier Factor | | Greater than 75th %ile | 1.15 | | At or between 25th and 75th %ile | No adjustment | | Less than 25th %ile | 0.85 |

  82. Previously granted PRSUs

    Previously granted PRSUs 2023 and 2024 PRSU awards. The PRSUs granted in 2023 and 2024 under the U.S. Bancorp 2015 Stock Incentive Plan, including Ms. Kedia’s additional award granted in May 2024 in connection with her promotion to the President role, used the ROE performance matrix shown below for the applicable three-year performance period. This matrix reflects the Committee’s decision in 2023 to increase the threshold ROE level and decrease the payout for top quartile relative performance at the threshold ROE level to reflect macroeconomic conditions and the interest rate environment at the time the goals were established.

  83. Previously granted PRSUs

    | Year | ROE1 | Peer group ranking2 | Earn out percentage | | 2023 | 14.95% | At or above 75th %ile | 128.7% | | 2024 | 12.47% | At or above 75th %ile | 102.5% | | 2025 | 13.07% | At or above 75th %ile | 109.1% | | Final earnout percentage for PRSU awards granted in 2023 | | | 113.4% |

  84. How executive compensation is determined

    | January — February | | ▶ Review the company’s recent performance in several key financial metrics and compare it to the performance of its peer institutions ▶ Review risk scorecard summaries for each executive officer ▶ Determine the cash incentive payouts to be made under the AEIP based on the previous year’s corporate, business line, and individual performance and sensitivity to risk ▶ Calculate the percentage of target PRSU awards earned for the last completed performance period ▶ Set the executive officers’ base salaries and target award percentages for the coming year under the AEIP ▶ Establish the structure and performance targets for the coming year under the AEIP ▶ Set the structure and amount of the executive officers’ long-term incentive awards ▶ Establish performance targets for the upcoming PRSU awards and the value of equity awards to be granted to executive officers in February or March ▶ Consider risks arising from the company’s incentive compensation plans (see below for more information about the risk consideration process) | | April | | ▶ Review total realizable compensation summary sheets for each executive officer, including compensation outcomes under various termination scenarios ▶ Review Say on Pay voting recommendations from proxy advisors and consider the results of the shareholder vote | | July — October | | ▶ Review comparative compensation information from peer institutions (see below for more information about our compensation peer group), as well as a larger group of diversified financial companies ▶ Receive compensation consultant reports on executive compensation practices and trends in the financial services industry | | December | | ▶ Receive management reports on feedback from fall shareholder engagement conversations ▶ Establish design of executive compensation program for the upcoming year and make preliminary decisions about target levels of compensation ▶ Evaluate the CEO’s performance with input from all of the non-employee directors | | Ongoing | | ▶ Review the company’s year-to-date financial performance relative to the targets included in its incentive compensation plans ▶ Review relevant factors as part of the Qualitative Review process in connection with incentive compensation funding determination ▶ Evaluate the structure of the executive compensation program and assess its effectiveness in creating long-term shareholder value |

  85. Compensation peer group

    Compensation peer group The Committee aims to establish compensation that is competitive within a reasonable range of median amounts, taking into consideration each NEO’s performance, tenure in position, and comparability of the NEO’s role with corresponding roles in peer institutions. The Committee used the following group of financial services companies to perform market assessments when setting the compensation of our executive officers in 2025 (listed in descending order of assets as of December 31, 2025):

  86. Compensation peer group

    | Company name | Assets1 ($ in millions) | Market capitalization1 ($ in millions) | Revenue2 ($ in millions) | | JPMorgan Chase & Co. | $4,424,900 | $877,167 | $182,447 | | Bank of America Corporation | $3,410,394 | $401,637 | $113,097 | | Citigroup Inc. | $2,657,202 | $208,789 | $85,225 | | Wells Fargo & Company | $2,148,631 | $292,563 | $83,669 | | Capital One Financial Corporation | $669,009 | $154,076 | $53,434 | | The PNC Financial Services Group, Inc. | $573,572 | $81,855 | $23,099 | | Truist Financial Corporation | $547,538 | $62,952 | $20,319 | | Citizens Financial Group, Inc. | $226,351 | $25,086 | $8,247 | | Fifth Third Bancorp | $214,376 | $30,942 | $9,017 | | U.S. Bancorp | $692,345 | $82,945 | $28,540 | | U.S. Bancorp percentile ranking | 50% | 37% | 39% |

  87. Compensation peer group

    1. Source: S&P Capital IQ based on company filings and market data; at December 31, 2025 2. Source: S&P Capital IQ based on company filings and market data; for the year ended December 31, 2025; excludes taxable-equivalent adjustments Each year, the Committee conducts a thorough review of the company’s compensation peer group, with advice from its independent compensation consultant. The Committee selects compensation peer group companies that it believes represent our most meaningful competitors in the marketplace for executive talent. Given the limited number of banks comparable to the company in size, the company’s peer group includes a blend of both larger and smaller banks. During 2025, the Committee considered, among other factors, announced merger and acquisition activity among companies in its compensation peer group and other financial institutions more broadly and determined that the current peer group remains appropriate. As a result, there were no changes to the 2024 peer group; accordingly, the 2025 peer group consisted of the same peer companies. The Committee also reviews and uses compensation data from a large group of diversified financial services companies as an additional point of comparison. As a result of this ongoing analysis and resulting compensation adjustments, our executive compensation positioning is generally within market range, recognizing that several positions are unique to our company and do not have clear market comparisons.

  88. Clawback and forfeiture provisions applicable to executive awards

    Clawback and forfeiture provisions applicable to executive awards ▶ Clawback of paid cash awards: Under its existing clawback policy, the Committee may adjust and recoup cash incentive amounts paid to any executive officer as it deems appropriate, if attributable to materially misleading reported earnings that require restatement. ▶ Forfeiture of unpaid cash awards: Payouts of annual cash incentive awards can be reduced to $0, regardless of company performance relative to plan metrics, if the executive officer has demonstrated negative personal performance that was significantly insensitive to risk during the performance period. ▶ Cancellation of unvested equity awards: The equity award agreements for executive officers provide that outstanding awards can be canceled if the executive’s conduct has subjected the company to significant financial, reputational or other risk through violations of company policies, laws or regulations; negligent or willful misconduct; or activity resulting in a significant or material control deficiency. ▶ Additional mandatory recovery policy: The Committee has adopted an Incentive-Based Compensation Recovery Policy designed to implement the mandatory incentive-based compensation recovery in compliance with applicable SEC and NYSE rules. The recovery policy applies to the company’s executive officers and requires recovery of incentive-based compensation erroneously received by executive officers after an accounting restatement as required under those rules. This policy is in addition to, and does not replace, the existing policy.

  89. Equity grant policies and practices

    Equity grant policies and practices The company currently does not, and during 2025 did not grant stock options, stock appreciation rights, or similar option-like instruments under the 2024 Stock Incentive Plan and has no policies or practices to disclose pursuant to Item 402(x) of SEC Regulation S-K. In addition, the company does not schedule equity award grants in anticipation of the release of material, non-public information, nor does the company time the release of material non-public information based on equity grant dates.

  90. Risk considerations

    its risk appetite, and from an overall standpoint, whether these plans and programs represent an appropriate mix of short-term and long-term compensation. As part of this review by the Incentive Review Committee, our management team, including senior risk officers and individuals from the compensation department, have identified the risks inherent in these programs and have modified plans and controls where appropriate to mitigate certain potential risks. For example, most business line incentive compensation plans with a credit component track early defaults, or defaults that occur within the first 12 months, and must include a provision that allows the company to offset future payments by the amount of the previously paid incentives related to the early default. In addition, a “risk scorecard” assessment measuring adequacy of risk management is undertaken for senior management-level employees who have the individual ability to pose material risk to the company, including the executive officers; all employees who have credit responsibility and who participate in annual corporate cash incentive plans; and all employees who, as part of a group, can engage in risk-taking behavior that could be material to the company and who participate in annual corporate cash incentive plans. This analysis serves as the basis for annual cash incentive plan adjustments for these employees. Annually, the Incentive Review Committee also addresses risk events that pose a material adverse impact to the company or business line to determine whether an event should trigger cancellation of equity awards. The Incentive Review Committee has reviewed its process with the Committee and discussed the areas where compensation-related risks were being addressed by plan modifications, or were mitigated by internal controls or otherwise.

  91. Risk considerations

    | Overall executive compensation program risk mitigation factors | | ▶ Long-term incentive focus: The majority of the total compensation received by executive officers is in the form of equity awards with multi-year vesting schedules, which helps to ensure that executives have significant value tied to long-term stock price performance and mitigates incentives to manage the company with an excessive focus on short-term gain. ▶ Meaningful stock ownership and retention requirements: Executives are required to hold significant amounts of company stock, a portion of which must be held until retirement, which we believe fosters the alignment of executives’ interests with those of our long-term shareholders. ▶ Policy prohibiting hedging of shares: Our executives are prohibited from taking actions designed to hedge or offset any decrease in the market value of our common stock. | | Annual cash incentive risk mitigation factors | | ▶ Specific risk sensitivity analysis: The Committee considers corporate risk management performance in determining the bonus funding percentage. In addition, a “risk scorecard” assessment is performed for executive officers and can result in adjustments to individual award payouts under the AEIP. ▶ Clawback policy: The company’s incentive compensation clawback policies discourage risk taking that could lead to improper financial reporting. ▶ Cap on award value: The maximum annual cash incentive award payable to an executive officer is equal to 200% of that officer’s target award value, which limits the potential incentive to take excessive risk to maximize award value. | | Long-term incentive risk mitigation factors | | ▶ Equity cancellation provisions: Executive officers’ unvested equity awards can be cancelled if their conduct has subjected the company to significant financial, reputational or other risk. ▶ Choice of performance metric: The PRSUs granted in 2023 and 2024 use ROE while the PRSUs granted in 2025 use ROTCE as the measure of corporate performance for determining the final number of units earned under the award. Achieving a high ROE and ROTCE requires an appropriate balance between achieving the highest return on invested capital and managing risk within the company’s established risk tolerance levels. The addition of a TSR modifier to PRSUs granted in 2025 also supports management accountability for our relative stock price performance at the end of the three-year performance period. ▶ Maximum PRSU payout limited: The number of units that may be earned under the performance formula is capped at 150%, which limits the potential incentive to take excessive risk to maximize award value. In addition, for PRSUs granted in 2025, the positive TSR Modifier Factor will not be applied if our absolute TSR over the three-year performance period is negative. ▶ Sliding scale earn-out calculation: The PRSU performance matrix for PRSUs granted in 2023 and 2024 takes into account the amount of variance from the ROE target and peer group ROE results while the PRSU performance matrix for PRSUs granted in 2025 takes into account the amount of variance from the ROTCE target and peer group ROTCE results, mitigating the incentive for excessive risk taking that may result from an “all-or-nothing” award. |

  92. Summary compensation table for fiscal year 2025

    Summary compensation table for fiscal year 2025 The following table shows the cash and non-cash compensation awarded to, paid to or earned by our NEOs in fiscal years 2023, 2024 and 2025.

  93. Summary compensation table for fiscal year 2025

    | Name and principal position1 | Year | Salary ($) | Stock awards ($)2 | Non-equity incentive plan compensation ($)3 | Change in pension value and non-qualified deferred compensation earnings ($)4 | All other compensation ($)5 | Total ($) | | Gunjan Kedia Chief Executive Officer and President | 2025 | 1,141,667 | 11,499,996 | 3,232,267 | 453,208 | 347,377 | 16,674,515 | | | 2024 | 930,770 | 6,499,995 | 2,292,267 | 225,513 | 189,310 | 10,137,855 | | | 2023 | 725,000 | 3,500,000 | 1,173,050 | 220,797 | 130,447 | 5,749,294 | | Andrew Cecere Executive Chairman and former Chief Executive Officer | 2025 | 1,400,000 | 10,999,969 | 1,506,342 | 5,086,461 | 61,876 | 19,054,648 | | | 2024 | 1,400,000 | 11,000,024 | 4,929,400 | 1,926,261 | 83,642 | 19,339,327 | | | 2023 | 1,350,000 | 10,500,000 | 3,794,175 | 7,210,212 | 62,570 | 22,916,957 | | John C. Stern Vice Chair and Chief Financial Officer | 2025 | 750,000 | 3,000,008 | 1,778,625 | 196,645 | 40,747 | 5,766,025 | | | 2024 | 700,000 | 2,700,000 | 1,408,400 | 89,164 | 19,606 | 4,917,170 | | | 2023 | 527,308 | 600,000 | 607,260 | 91,970 | 18,600 | 1,845,138 | | Jodi L. Richard Vice Chair and Chief Risk Officer | 2025 | 800,000 | 6,999,988 | 1,897,200 | 258,937 | 48,157 | 10,004,282 | | Stephen L. Philipson Vice Chair, Head of Wealth, Corporate, Commercial and Institutional Banking | 2025 | 725,000 | 3,299,995 | 1,706,650 | 320,428 | 41,070 | 6,093,143 | | Elcio R.T. Barcelos Senior Executive Vice President and Chief Human Resources Officer | 2025 | 675,000 | 2,899,997 | 1,280,610 | 123,393 | 59,162 | 5,038,162 | | Terrance R. Dolan Former Vice Chair and Chief Administration Officer | 2025 | 196,724 | 5,200,020 | — | 490,885 | 77,511 | 5,965,140 | | | 2024 | 815,000 | 4,999,995 | 2,049,725 | 691,796 | 34,007 | 8,590,523 | | | 2023 | 780,000 | 4,500,000 | 1,409,265 | 1,857,078 | 32,331 | 8,578,674 |

  94. Summary compensation table for fiscal year 2025

    1. Name and principal position Ms. Kedia has served as our Chief Executive Officer since April 15, 2025, and our President since May 3, 2024. Mr. Cecere serves as our executive Chairman and previously served as our Chief Executive Officer until April 15, 2025. Mr. Dolan served as Vice Chair and Chief Administration Officer until he passed away on March 29, 2025. The amounts reported here for 2025 reflect compensation paid or awarded for the entire year for each of these NEOs. 2. Stock awards The amounts in this column are calculated based on the number of time-based restricted stock units, or RSUs, and performance-based restricted stock units, or PRSUs, awarded and the fair market value of U.S. Bancorp common stock on the date the award was made in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. See Note 17 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K for assumptions used to calculate our stock awards. The 2025 values in this table reflect the fair market value of each officer’s RSUs plus the target payout for the PRSUs on the grant date. The number of PRSUs subject to each of these awards will be determined after a three-year performance period beginning on January 1, 2025, and ending December 31, 2027. Depending on our company performance during the performance period, 0% to 150% of the target number of PRSUs granted to the NEOs will be earned. The fair market value of RSUs plus the maximum potential payout amounts for the PRSUs on the grant date(s) for 2025 were as follows: (i) Ms. Kedia, $15,250,004; (ii) Mr. Cecere, $14,299,965; (iii) Mr. Stern, $3,900,015; (iv) Ms. Richard, $8,199,982; (v) Mr. Philipson, $4,289,994; (vi) Mr. Barcelos, $3,769,992; and (vii) Mr. Dolan, $6,760,026.

  95. Summary compensation table for fiscal year 2025

    | U.S. Bancorp 2026 Proxy Statement | 59 |

  96. Summary compensation table for fiscal year 2025

    Non-equity incentive plan compensation The 2025 amounts in this column represent the Annual Executive Incentive Plan, or AEIP, awards. For current executives, such amounts were determined in January 2026 based on 2025 performance and paid out in March 2026. The AEIP and these awards are discussed above in the “Compensation discussion and analysis — Annual cash incentive awards” section of this proxy statement. 4. Change in pension value and non-qualified deferred compensation earnings The amounts in this column represent the increase in the actuarial net present value of all future retirement benefits under the U.S. Bank Pension Plan (the Pension Plan) and the U.S. Bank Non-Qualified Retirement Plan (the Non-Qualified Plan) from December 31, 2024 to December 31, 2025. A number of factors can cause the amounts reflected in this column to vary significantly, including volatility in the discount rate applied to determine the value of future payment streams and changes to mortality assumptions. The change in present value amounts reported for 2025 are larger than those reported for 2024 for most of our NEOs. These larger increases in value are due to the decrease in discount rates in 2025; year-end 2025 rates were approximately 35 basis points lower than for year-end 2024, compared with an approximately 65 basis point increase from year-end 2023 to year-end 2024 (which significantly decreased the 2024 values). Other factors contributing to the change amounts are increases in pay, age and service. The net present values of the pension benefits as of December 31, 2025, used to calculate the net change in pension benefits were determined using the same assumptions used to determine our pension obligations and expense for financial statement purposes. See Note 16 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K for these specific assumptions. Additional information about our Pension Plan and Non-Qualified Plan is included below under the heading “Pension benefits.” We have not provided above-market or preferential earnings on any nonqualified deferred compensation and, accordingly, no such amounts are reflected in this column. 5. All other compensation The following table describes each component of the All Other Compensation column for fiscal year 2025:

  97. Summary compensation table for fiscal year 2025

    | Name | Parking reimbursement ($) | Matching contribution into 401(k) savings plan ($) | Reimbursement of financial planning expenses ($) | Home security expenses ($) | Commuting and other personal travel expenses ($)a | Housing expenses ($)a | Business club dues ($) | Other ($)b | Total ($) | | Ms. Kedia | — | 14,000 | 26,864 | 250 | 298,436 | — | 6,519 | 1,308 | 347,377 | | Mr. Cecere | 5,360 | 14,000 | 28,790 | 7,593 | — | — | 6,036 | 97 | 61,876 | | Mr. Stern | 5,360 | 14,000 | 21,183 | — | — | — | — | 204 | 40,747 | | Ms. Richard | 5,360 | 14,000 | 24,430 | 2,687 | — | — | — | 1,680 | 48,157 | | Mr. Philipson | 2,640 | 14,000 | 24,430 | — | — | — | — | — | 41,070 | | Mr. Barcelos | — | 14,000 | 7,000 | — | — | 28,884 | 9,278 | — | 59,162 | | Mr. Dolan | 1,350 | 14,000 | 7,000 | 710 | — | — | 1,886 | 52,565 | 77,511 |

  98. Summary compensation table for fiscal year 2025

    a. The amounts for Ms. Kedia include air travel expenses related to use of aircraft fractionally-owned by the company or commercial flights and expenses for related ground transportation, and for Mr. Barcelos corporate housing in Minnesota, when commuting between their out-of-state residences and our corporate headquarters in Minnesota. The amount for Ms. Kedia also includes the incremental cost for personal use of company-owned aircraft. b. The amounts for Ms. Kedia and Messrs. Cecere and Stern represent nominal non-cash gifts that each received. The amount for Ms. Richard represents a matching contribution under our charitable matching gift program, which is available to all of our employees. The amount for Mr. Dolan represents (i) a $19,170 payment for unused vacation and (ii) a $33,395 expense for use of corporate aircraft by his family at the time of his death. The aggregate incremental cost for corporate-owned aircraft is determined by multiplying the total number of personal flight hours by the direct variable operating costs of the aircraft per hour including costs related to fuel, landing and parking fees, and crew expenses. For fractionally-owned aircraft, including amounts referenced in footnote (a) above, the incremental cost is determined by multiplying the total number of personal flight hours by the contracted hourly and fuel charges. As the aircraft are used primarily for business travel, we do not include fixed costs that do not change based on usage, such as crew salaries, aircraft acquisition costs and monthly management fees for fractionally-owned aircraft. In addition, aggregate incremental cost, if any, of travel by a NEO’s spouse or guest when accompanying the NEO also is included. Our NEOs are occasionally permitted to use sporting and cultural events tickets. As such tickets were previously acquired by our company for business entertainment, there is no incremental cost to our company for the use of such tickets.

  99. Summary compensation table for fiscal year 2025

    | 60 | U.S. Bancorp 2026 Proxy Statement |

  100. Grants of plan-based awards in fiscal year 2025

    Grants of plan-based awards in fiscal year 2025 The following table summarizes the equity and non-equity plan-based awards granted to the NEOs in fiscal year 2025.

  101. Grants of plan-based awards in fiscal year 2025

    Grants of plan-based awards in fiscal year 2025

  102. Grants of plan-based awards in fiscal year 2025

    | Name | Grant date | Committee approval date | Estimated future payouts under non-equity incentive plan awards1 | | Estimated future payouts under equity incentive plan awards4 | | | All other stock awards number of shares of stock or units (#)5 | Grant date fair value of stock awards ($)6 | | | | | Target ($)2 | Maximum ($)3 | Threshold (#) | Target (#) | Maximum (#) | | | | Gunjan Kedia | — | — | 3,066,667 | 6,133,334 | — | — | — | — | | | | 2/27/25 | 1/27/25 | — | — | 0 | 129,646 | 194,469 | — | 6,000,017 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 86,430 | 3,999,980 | | | 4/17/25 | 4/14/25 | — | — | 0 | 39,267 | 58,900 | — | 1,499,999 | | Andrew Cecere | — | — | 1,429,167 | 2,858,334 | — | — | — | — | — | | | 2/27/25 | 1/27/25 | — | — | 0 | 142,610 | 213,915 | — | 6,599,991 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 95,073 | 4,399,978 | | John C. Stern | — | — | 1,687,500 | 3,375,000 | — | — | — | — | — | | | 2/27/25 | 1/27/25 | — | — | 0 | 38,894 | 58,341 | — | 1,800,014 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 25,929 | 1,199,994 | | Jodi L. Richard | — | — | 1,800,000 | 3,600,000 | — | — | — | — | — | | | 2/27/25 | 1/27/25 | — | — | 0 | 51,858 | 77,787 | — | 2,399,988 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 34,572 | 1,599,992 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 64,823 | 3,000,008 | | Stephen L. Philipson | — | — | 1,450,000 | 2,900,000 | — | — | — | — | — | | | 2/27/25 | 1/27/25 | — | — | 0 | 42,783 | 64,174 | — | 1,979,997 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 28,522 | 1,319,998 | | Elcio R.T. Barcelos | — | — | 1,215,000 | 2,430,000 | — | — | — | — | — | | | 2/27/25 | 1/27/25 | — | — | 0 | 37,597 | 56,395 | — | 1,739,989 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 25,065 | 1,160,008 | | Terrance R. Dolan | — | — | 2,037,500 | 4,075,000 | — | — | — | — | — | | | 2/27/25 | 1/27/25 | — | — | 0 | 67,416 | 101,124 | — | 3,120,012 | | | 2/27/25 | 1/27/25 | — | — | — | — | — | 44,944 | 2,080,008 |

  103. Grants of plan-based awards in fiscal year 2025

    1. Estimated future payouts under non-equity incentive plan awards These columns show the potential payments for each NEO under our AEIP for 2025 performance. Actual annual cash incentive payout amounts are determined in accordance with a formula based on corporate EPS performance and business line pretax income performance, ranging in each case from 0% to 200% of target levels, subject to adjustment for individual performance and risk sensitivity. Additional information regarding how the payout amounts for these awards are determined is included above in “Compensation discussion and analysis — Annual cash incentive awards,” and the actual amounts paid based on 2025 performance are reported above in the “Non-equity incentive plan compensation” column in the “Summary compensation table.” Mr. Dolan was not paid an annual cash incentive for 2025. 2. Target estimated future payouts under non-equity incentive plan awards As described above in “Compensation discussion and analysis — Annual cash incentive awards,” the Compensation and Human Resources Committee establishes a target cash incentive amount for each NEO, expressed as a percentage of that NEO’s base salary. 3. Maximum estimated future payouts under non-equity incentive plan awards As described above in “Compensation discussion and analysis — Annual cash incentive awards,” the maximum cash incentive amount for each NEO equals 200% of that NEO’s target amount. Estimated future payouts under equity incentive plan awards — PRSUs The threshold, target and maximum columns each show the potential number of PRSUs that could be earned by each NEO during the three-year performance period beginning on January 1, 2025 and ending December 31, 2027. The number of PRSUs earned will be between 0% and 150% of target based on the company’s absolute and relative ROTCE performance and a relative TSR modifier during the performance period, as set forth in the applicable award agreements. Additional information regarding how the PRSU awards are earned is included above in “Compensation discussion and analysis — Long-term incentive awards.”

  104. Grants of plan-based awards in fiscal year 2025

    | U.S. Bancorp 2026 Proxy Statement | 61 |

  105. Grants of plan-based awards in fiscal year 2025

    PRSUs granted on February 27, 2025, as part of our annual award process and earned during the three-year performance period will vest on February 27, 2028. Ms. Kedia received an additional grant on April 17, 2025, corresponding with her appointment to CEO, on the same terms as the annual PRSUs granted to other executive officers in 2025. Cash dividends on unvested PRSUs are accrued during the performance period, but accrued dividends are only paid upon vesting on shares earned, if any, by the NEOs. 5. All other stock awards: number of shares of stock or units — RSUs The RSUs granted on February 27, 2025, as part of our annual awards process vest over a three-year period, with 33% of the RSUs vesting on each of February 27, 2026 and 2027, and the remaining 34% of the RSUs vesting on February 27, 2028. Ms. Richard also received a retention RSU grant on February 27, 2025, that vests ratably on the third and fourth anniversaries of the grant date with 50% vesting on each of February 27, 2028 and 2029. The RSUs pay an amount in cash equal to the dividends paid on our shares of common stock. 6. Grant date fair value of stock awards The grant date fair value of the PRSUs and the RSUs was calculated using the target number of units multiplied by the closing market price of a share of our common stock on the grant date in accordance with FASB ASC Topic 718.

  106. Outstanding equity awards at 2025 fiscal year-end

    Outstanding equity awards at 2025 fiscal year-end The following table shows the outstanding equity held by the NEOs at the end of fiscal year 2025.

  107. Outstanding equity awards at 2025 fiscal year-end

    | | Option awards | | | Stock awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)1 | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)1 | | Gunjan Kedia | 27,267 | 55.01 | 2/16/2027 | — | — | — | — | | | — | — | — | — | — | 58,900(2) | 3,142,904 | | | — | — | — | 86,430(3) | 4,611,905 | — | — | | | — | — | — | — | — | 194,469(2) | 10,376,866 | | | — | — | — | 9,613(4) | 512,950 | — | — | | | — | — | — | — | — | 32,281(5) | 1,722,514 | | | — | — | — | 31,935(4) | 1,704,052 | — | — | | | — | — | — | — | — | 107,245(5) | 5,722,593 | | | — | — | — | 10,279(6) | 548,487 | — | — | | | — | — | — | 51,423(7) | 2,743,931 | — | — | | Andrew Cecere | 102,251 | 55.01 | 2/16/2027 | — | — | — | — | | | — | — | — | 95,073(3) | 5,073,095 | — | — | | | — | — | — | — | — | 213,915(2) | 11,414,504 | | | — | — | — | 70,258(4) | 3,748,967 | — | — | | | — | — | — | — | — | 235,939(5) | 12,589,705 | | | — | — | — | 30,836(6) | 1,645,409 | — | — | | | — | — | — | 154,269(7) | 8,231,794 | — | — | | John C. Stern | — | — | — | 25,929(3) | 1,383,571 | — | — | | | — | — | — | — | — | 58,341(2) | 3,113,076 | | | — | — | — | 17,246(4) | 920,247 | — | — | | | — | — | — | — | — | 57,912(5) | 3,090,184 | | | — | — | — | 4,406(6) | 235,104 | — | — | | Jodi L. Richard | — | — | — | 64,823(8) | 3,458,955 | — | — | | | — | — | — | 34,572(3) | 1,844,762 | — | — | | | — | — | — | — | — | 77,787(2) | 4,150,714 | | | — | — | — | 25,549(4) | 1,363,295 | — | — | | | — | — | — | — | — | 85,795(5) | 4,578,021 | | | — | — | — | 8,223(6) | 438,779 | — | — | | | — | — | — | 41,138(7) | 2,195,124 | — | — |

  108. Outstanding equity awards at 2025 fiscal year-end

    | 62 | U.S. Bancorp 2026 Proxy Statement |

  109. Outstanding equity awards at 2025 fiscal year-end

    | | Option awards | | | Stock awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)1 | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)1 | | Stephen L. Philipson | — | — | — | 28,522(3) | 1,521,934 | — | — | | | — | — | — | — | — | 64,174(2) | 3,424,325 | | | — | — | — | 41,516(4) | 2,215,294 | — | — | | | — | — | — | 7,342(6) | 391,769 | — | — | | Elcio R.T. Barcelos | — | — | — | 25,065(3) | 1,337,468 | — | — | | | — | — | — | — | — | 56,395(2) | 3,009,237 | | | — | — | — | 15,968(4) | 852,052 | — | — | | | — | — | — | — | — | 53,622(5) | 2,861,270 | | | — | — | — | 6,461(6) | 344,759 | — | — | | | — | — | — | 32,323(7) | 1,724,755 | — | — | | Terrance R. Dolan | 52,829(9) | 55.01 | 2/16/2027 | — | — | — | — |

  110. Outstanding equity awards at 2025 fiscal year-end

    1. The amounts in these columns are calculated using a per share value of $53.36, the closing market price of a share of our common stock on December 31, 2025. 2. The amount shown represents the maximum number of PRSUs that can be earned during the three-year performance period of January 1, 2025, to December 31, 2027. The actual number of PRSUs earned will be between 0% and 150% of target based on the company’s absolute and relative ROTCE performance and a relative TSR modifier during the performance period, as set forth in the applicable award agreements and as determined by the Compensation and Human Resources Committee. Performance for 2025 was above target, but the results could change during the remaining two years of the performance period. Any earned PRSUs will vest on February 27, 2028. 3. The RSUs vest in three annual installments, such that 33% of the RSUs vested on February 27, 2026, and February 27, 2027, respectively, and the remaining 34% of the RSUs vest on February 27, 2028. 4. The RSUs vest in three annual installments, such that 33% of the original grant of RSUs vested on February 28, 2025, and February 28, 2026, respectively, and the remaining 34% of the RSUs vest on February 28, 2027. 5. The amount shown represents the maximum number of PRSUs that can be earned during the three-year performance period of January 1, 2024, to December 31, 2026. The actual number of PRSUs earned will be between 0% and 150% of target based on the company’s absolute and relative ROE performance during the performance period, as set forth in the applicable award agreements and as determined by the Compensation and Human Resources Committee. Performance for each of 2024 and 2025 was above target, but the results could change during the remaining year of the performance period. Any earned PRSUs will vest on February 28, 2027. 6. The RSUs vest in three annual installments, such that 33% of the original grant of RSUs vested on March 2, 2024, and March 2, 2025, respectively, and the remaining 34% of the RSUs vested on March 2, 2026. 7. The amount shown represents the actual number of PRSUs earned based on our performance during the three-year performance period beginning on January 1, 2023, and ending December 31, 2025, as compared to the targets set forth in the applicable award agreements and determined by the Compensation and Human Resources Committee. These awards vested on March 2, 2026. 8. The RSUs vest in two installments, such that 50% of the RSUs vest on February 27, 2028, and the remaining 50% of the RSUs vest on February 27, 2029. Pursuant to the underlying award agreement, these vested stock options were transferred to Mr. Dolan’s beneficiary and remained outstanding at year-end.

  111. Outstanding equity awards at 2025 fiscal year-end

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  112. Option exercises and stock vested

    Option exercises and stock vested The following table summarizes information with respect to stock option awards exercised and RSUs and PRSUs vested during fiscal year 2025.

  113. Option exercises and stock vested during fiscal year 2025

    Option exercises and stock vested during fiscal year 2025

  114. Option exercises and stock vested during fiscal year 2025

    | | Option awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($)1 | Number of shares acquired on vesting (#) | Value realized on vesting ($)2 | | Gunjan Kedia | — | — | 82,130 | 3,839,210 | | Andrew Cecere | 242,489 | 1,261,797 | 223,581 | 10,464,494 | | John C. Stern | — | — | 16,089 | 749,308 | | Jodi L. Richard | — | — | 61,917 | 2,896,106 | | Stephen L. Philipson | — | — | 29,178 | 1,355,770 | | Elcio R.T. Barcelos | — | — | 45,945 | 2,149,945 | | Terrance R. Dolan | 66,317 | 361,542 | 382,666 | 16,604,160 |

  115. Option exercises and stock vested during fiscal year 2025

    1.

  116. Pension benefits

    Pension benefits

  117. Pension benefits for fiscal year 2025

    Pension benefits for fiscal year 2025 The following table summarizes information with respect to each plan that provides for payments or other benefits at, following, or in connection with the retirement of any of the NEOs.

  118. Pension benefits for fiscal year 2025

    | Name | Plan name | Number of years credited service (#) | Present value of accumulated benefits ($)1, 2 | Payments during last fiscal year ($) | | Gunjan Kedia | U.S. Bank Non-Qualified Retirement Plan: | | | | | | Excess benefit | 32 | 1,343,244 | — | | | U.S. Bank Pension Plan | 9 | 118,424 | — | | | Total | | 1,461,668 | — | | Andrew Cecere | U.S. Bank Non-Qualified Retirement Plan: | | | | | | Supplemental benefits | 40 | 24,454,350 | — | | | Excess benefit | 40 | 13,944,027 | — | | | U.S. Bank Pension Plan | 40 | 1,132,544 | — | | | Total | | 39,530,921 | — | | John C. Stern | U.S. Bank Non-Qualified Retirement Plan: | | | | | | Excess benefit | 26 | 430,458 | — | | | U.S. Bank Pension Plan | 26 | 242,731 | — | | | Total | | 673,189 | — |

  119. Pension benefits for fiscal year 2025

    | 64 | U.S. Bancorp 2026 Proxy Statement |

  120. Pension benefits for fiscal year 2025

    | Name | Plan name | Number of years credited service (#) | Present value of accumulated benefits ($)1, 2 | Payments during last fiscal year ($) | | Jodi L. Richard | U.S. Bank Non-Qualified Retirement Plan | | | | | | Excess benefit | 12 | 832,984 | — | | | U.S. Bank Pension Plan | 12 | 182,678 | — | | | Total | | 1,015,662 | — | | Stephen L. Philipson | U.S. Bank Non-Qualified Retirement Plan | | | | | | Excess benefit | 17 | 1,852,487 | — | | | U.S. Bank Pension Plan | 17 | 182,791 | — | | | Total | | 2,035,278 | — | | Elcio R.T. Barcelos | U.S. Bank Non-Qualified Retirement Plan | | | | | | Excess benefit | 5 | 361,288 | — | | | U.S. Bank Pension Plan | 5 | 68,491 | — | | | Total | | 429,779 | — | | Terrance R. Dolan | U.S. Bank Non-Qualified Retirement Plan: | | | | | | Supplemental benefits | 3 | — | 87,393 | | | Excess benefit | 26 | — | 7,947,558 | | | U.S. Bank Pension Plan | 26 | 527,834 | 612,852 | | | Total | | 527,834 | 8,647,803 |

  121. Pension benefits for fiscal year 2025

    1. The measurement date and material actuarial assumptions applied in quantifying the present value of the current accrued benefits are discussed in Note 16 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K. These assumptions include the use of a 5.32% discount rate for the supplemental and excess plans and a 5.53% discount rate for the qualified pension plan. The actual cash-balance interest crediting rates used for 2025 and 2026 are 4.10% and 4.06%, respectively, and projected interest crediting rates for 2027, 2028, and 2029 and future years are 4.08%, 3.83%, and 3.58%, respectively. The mortality assumptions used are based on the white collar PRI-2012 mortality table projected generationally using the MP-2021 improvement scale. The average pay used for the benefit calculations was historical pay through the measurement date (December 31, 2025). Mr. Cecere’s supplemental benefit was frozen as of April 15, 2025. In accordance with his Internal Revenue Code Section 409A (409A) form of payment election, Mr. Cecere’s supplemental benefit will be paid in the form of a lump sum and will be calculated using the lump sum actuarial equivalent interest rate and mortality table in effect as of the freeze date and for his other benefits substantially similar actuarial assumptions as for our pension plan obligations discussed in Note 16 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K. The amounts in this column were calculated based on the earliest age at which the applicable NEO is entitled to receive unreduced retirement benefits and ignore any vesting requirements. The earliest age of unreduced retirement benefits is 65 for all our NEOs. Mr. Dolan’s Excess Benefit became payable to his beneficiaries upon his death. The value reported for Mr. Dolan is based on the age of Mr. Dolan’s beneficiary and contingent beneficiary mortality as used in the pension plan valuations. All of our NEOs are currently vested in 100% of their pension benefits. 2. In the event of the death of one of the NEOs in this table, a pre-established percentage of the NEO’s pension benefits will be paid to the NEO’s beneficiary. The actual percentage paid to the beneficiary is dependent on the form of payment of benefits elected by the NEO. The default percentage is 50% to the NEO’s spouse. An additional lump sum death benefit may be payable based on certain actuarial calculations. With respect to his Pension Plan benefit, Mr. Dolan’s beneficiaries received lump sum payment and a single life annuity in 2025 and an additional single life annuity will commence in 2026. The benefit amounts shown in this column assume that each applicable NEO will reach his or her retirement age. Due to the level of discount rates, the present value of death benefits commencing immediately would exceed the total present value of accumulated benefits shown in this column by the following amounts: (i) Ms. Kedia, $131,642; (ii) Mr. Cecere, $0; (iii) Mr. Stern, $159,128; (iv) Ms. Richard, $65,202; (v) Mr. Philipson, $546,359; and (vi) Mr. Barcelos, $47,438.

  122. Pension benefits for fiscal year 2025

    | U.S. Bancorp 2026 Proxy Statement | 65 |

  123. Understanding our “Pension benefits” table

    Understanding our “Pension benefits” table This section provides information regarding the company’s retirement programs in which our NEOs participate, which include the U.S. Bank Pension Plan and the U.S. Bank Non-Qualified Retirement Plan. Our company sponsors the U.S. Bank Pension Plan (the Pension Plan) which was created through the merger of the former U.S. Bancorp’s career average pay defined benefit plan, the U.S. Bancorp Cash Balance Pension Plan (which we refer to as the Old Cash Balance Plan), and the former Firstar Corporation’s non-contributory defined benefit plan, which was primarily a final average pay plan (the Firstar Plan). The Firstar Plan was frozen to new-hire employees on July 3, 2008, and to rehire employees on November 15, 2009. Participation in the Pension Plan requires one year of service with U.S. Bancorp or its affiliates. Employees who were hired or rehired prior to July 3, 2008, or November 15, 2009, respectively, could elect to (i) continue to accrue benefits under the final average pay formula of the Pension Plan, or (ii) accrue benefits under the U.S. Bank 2010 Cash Balance Plan (the 2010 Cash Balance Plan), which represents the cash balance portion of the Pension Plan. In the event of no election, participants defaulted into the 2010 Cash Balance Plan. Participants that elected to receive pension benefits or defaulted into the 2010 Cash Balance Plan had their existing benefits in the Pension Plan frozen and earn future benefits under the cash balance formula, under which participants receive (i) annual pay credits based on eligible pay multiplied by a percentage determined by their age and years of service, and (ii) an annual interest credit. For participants who elected to continue to accrue benefits under the final average pay formula, benefits are calculated using a final average pay formula, based upon the participant’s years of service and average pay of the five-consecutive-year period in which compensation was the highest during the ten years prior to the earliest of (1) retirement, (2) termination of employment, or (3) December 31, 2025. Accruals under the final average pay formula were frozen on December 31, 2025, with subsequent accruals, if eligible, occurring under the 2010 Cash Balance Plan. Normal retirement age is 65. Vesting of benefits requires five years of service for benefits under the final average pay formula and three years of service for benefits under the 2010 Cash Balance Plan. Mr. Dolan was the only NEO (of those eligible at the time) who elected to remain covered by the final average pay formula; all other NEOs are covered by the 2010 Cash Balance Plan. Mr. Dolan’s benefits have begun paying out with lump sum payment and a single life annuity made to his beneficiaries in 2025 and an additional single life annuity commencing in 2026. Although no new benefits accrued under the Old Cash Balance Plan and Firstar Plan for service after 2001, benefits previously earned under those plans have been preserved and will be part of a participant’s total benefit. In order to preserve the relative value of benefits that use the final average pay formula, subsequent changes in compensation (but not in service) through December 31, 2025 may increase the amount of those benefits, through December 31, 2025. Compensation accruals were frozen on December 31, 2025. Mr. Cecere earned benefits under the Old Cash Balance Plan that will be included in his ultimate retirement benefits. Mr. Dolan also earned such benefits which were paid out in lump sum in 2025 to his beneficiaries.

  124. Nonqualified deferred compensation

    Nonqualified deferred compensation Under the U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) (the Executive Deferred Compensation Plan), eligible employees, including members of our senior management and all of our NEOs, may choose to defer all or a part of their annual base salary and annual cash incentive payments. Cash compensation that is deferred is deemed to be invested in one of several investment funds, including a U.S. Bancorp common stock fund, as selected by the participant. Shown below are the rates of return for each of the investment options (also known as measurement funds) available under the Executive Deferred Compensation Plan for the period from January 1, 2025 through December 31, 2025:

  125. Nonqualified deferred compensation

    | Fund Name | 2025 Returns | | Stable Value Fund | 3.25% | | Bond Index Fund | 7.17% | | Target Retirement Income Fund | 11.39% | | Target Retirement Date 2020 Fund | 12.24% | | Target Retirement Date 2025 Fund | 14.71% | | Target Retirement Date 2030 Fund | 16.36% | | Target Retirement Date 2035 Fund | 17.61% | | Target Retirement Date 2040 Fund | 18.87% | | Target Retirement Date 2045 Fund | 20.10% | | Target Retirement Date 2050 Fund | 21.52% | | Target Retirement Date 2055 Fund | 21.55% | | Target Retirement Date 2060 Fund | 21.57% | | Target Retirement Date 2065 Fund | 21.55% | | Target Retirement Date 2070 Fund | 21.49% | | US Large Cap Equity Index Fund | 17.87% | | US Small-Mid Cap Equity Index Fund | 11.42% | | International Equity Index Fund | 35.33% | | U.S. Bancorp Stock Fund | 16.48% |

  126. Nonqualified deferred compensation

    Amounts deferred under the Executive Deferred Compensation Plan are credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more of the hypothetical investment options selected by

  127. Nonqualified deferred compensation

    | U.S. Bancorp 2026 Proxy Statement | 67 |

  128. Nonqualified deferred compensation

    the plan participant. Participants are generally allowed to change their investment elections at any time. The measurement funds are merely measuring tools to determine the amount by which account balances will be debited or credited to reflect deemed investment returns on deferred compensation. Although the plan administrator has established procedures permitting a participant to reallocate deferred amounts among these investment alternatives after the initial election to defer, the election to defer is irrevocable, and the deferred compensation will not be paid to the participant until his or her retirement or earlier termination of employment. At that time, the participant will receive, depending upon the payment choice and investment alternatives selected by the participant, payment of the amounts credited to the participant’s account under the plan in a lump-sum payment or in annual installments over 5, 10, 15 or 20 years. Payments are made ratably in cash from each of the investment alternatives in which the participant has a balance. If a participant dies before the entire deferred amount has been distributed, the undistributed portion will be paid to the participant’s beneficiary in a single lump sum. The benefits under the plan are otherwise not transferable. The following table summarizes information with respect to the participation of the NEOs in any defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

  129. Nonqualified deferred compensation for fiscal year 2025

    Nonqualified deferred compensation for fiscal year 2025

  130. Nonqualified deferred compensation for fiscal year 2025

    | Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($) | Aggregate earnings in last FY ($)1 | Aggregate withdrawals/ distributions ($) | Aggregate balance at last FYE ($) | | Gunjan Kedia | 458,453 | — | 181,067 | — | 1,518,056(2) | | Andrew Cecere | — | — | — | — | — | | John C. Stern | — | — | — | — | — | | Jodi L. Richard | — | — | — | — | — | | Stephen L. Philipson | — | — | — | — | — | | Elcio R.T. Barcelos | — | — | — | — | — | | Terrance R. Dolan | — | — | — | — | — |

  131. Nonqualified deferred compensation for fiscal year 2025

    1.

  132. Potential payments upon termination or change-in-control

    Potential payments upon termination or change-in-control

  133. Potential payments upon disability, death or termination after a change-in-control

    Potential payments upon disability, death or termination after a change-in-control

  134. Potential payments upon disability, death or termination after a change-in-control

    | Name | Type of payment | Annual cash disability payments ($) | Payments upon death ($)1 | Payments upon involuntary termination (other than for cause) after a change-In-control ($) | | Gunjan Kedia | Base pay | 150,000 | — | — | | | Bonus | — | — | — | | | Unvested RSUs and PRSUs2 | — | 24,097,963 | 24,097,963 | | | Total | 150,000 | 24,097,963 | 24,097,963 | | Andrew Cecere | Base pay | 150,000 | — | — | | | Bonus | — | — | — | | | Unvested RSUs and PRSUs2 | — | 34,702,089 | 34,702,089 | | | Total | 150,000 | 34,702,089 | 34,702,089 | | John C. Stern | Base pay | 150,000 | — | — | | | Bonus | — | — | — | | | Unvested RSUs and PRSUs2 | — | 6,674,429 | 6,674,429 | | | Total | 150,000 | 6,674,429 | 6,674,429 | | Jodi L. Richard | Base pay | 150,000 | — | — | | | Bonus | — | — | — | | | Unvested RSUs and PRSUs2 | — | 15,120,090 | 15,120,090 | | | Total | 150,000 | 15,120,090 | 15,120,090 | | Stephen L. Philipson | Base Pay | 150,000 | — | — | | | Bonus | — | — | — | | | Unvested RSUs and PRSUs2 | — | 6,411,898 | 6,411,898 | | | Total | 150,000 | 6,411,898 | 6,411,898 | | Elcio R.T. Barcelos | Base pay | 150,000 | — | — | | | Bonus | — | — | — | | | Unvested RSUs and PRSUs2 | — | 8,172,724 | 8,172,724 | | | Total | 150,000 | 8,172,724 | 8,172,724 | | Terrance R. Dolan | Base pay | — | — | — | | | Bonus | — | — | — | | | Unvested RSUs and PRSUs3 | — | 12,141,763 | — | | | Total | — | 12,141,763 | — |

  135. Potential payments upon disability, death or termination after a change-in-control

    1. See footnote 2 to the Pension benefits table for additional information about amounts payable to each NEO in the event of their death prior to reaching retirement age. 2. Value determined by multiplying the number of units by $53.36, the closing market price of a share of our common stock on December 31, 2025. PRSU values reflect actual payout for PRSUs granted in 2023 and target payout for PRSUs granted in 2024 and 2025, as applicable. Value determined by multiplying the number of units by $42.26, the closing market price of a share of our common stock on March 28, 2025, the business day prior to Mr. Dolan’s death. PRSU values reflect target payout for PRSUs granted in each of 2023, 2024 and 2025.

  136. Potential payments upon disability, death or termination after a change-in-control

    | U.S. Bancorp 2026 Proxy Statement | 71 |

  137. Pay ratio

    Pay ratio

  138. Pay versus performance

    Pay versus performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain company financial performance metrics. For further information concerning our compensation philosophy and how we align executive compensation with company financial performance, refer to the “Compensation discussion and analysis” section of this proxy statement. The following table provides information showing the relationship during 2025, 2024, 2023, 2022, and 2021 between (1) executive compensation “actually paid” (as defined by SEC rules and further described below) to (a) our current principal executive officer or PEO (also referred to as our current CEO), (b) our former PEO (also referred to as our former CEO), and (c) our non-PEO named executive officers (also referred to below as other NEOs), on an average basis, and (2) the company’s financial performance. We have identified adjusted Return on Tangible Common Equity (Adjusted ROTCE) as our Company-Selected Measure that represents, in our view, the most important financial measure used to link compensation actually paid for 2025 to our performance. Adjusted ROTCE has a material impact on CEO and NEO compensation because it is used to calculate performance-based long-term incentive awards beginning for 2025, as described in the “Compensation discussion and analysis” section above.

  139. Pay versus performance

    | Year | Summary compensation table total for current PEO1 ($) | Compensation actually paid to current PEO1, 7 ($) | Summary compensation table total for former PEO2, 7 ($) | Compensation actually paid to former PEO2, 7 ($) | Average summary compensation table total for non-PEO named executive officers3 ($) | Average compensation actually paid to non-PEO named executive officers3, 7 ($) | Value of initial fixed $100 investment based on: | | Net income ($ in millions)5 | Adjusted ROTCE6 | | | | | | | | | Total shareholder return ($) | Peer Group total shareholder return4 ($) | | | | 2025 | 16,674,515 | 21,430,988 | 19,054,648 | 21,253,618 | 6,573,350 | 7,413,302 | 142 | 196 | 7,570 | 17.98% | | 2024 | — | — | 19,339,327 | 22,927,793 | 7,711,887 | 8,245,789 | 122 | 148 | 6,299 | 17.97% | | 2023 | — | — | 22,916,957 | 19,239,627 | 5,566,902 | 5,873,734 | 105 | 108 | 5,429 | 22.38% | | 2022 | — | — | 16,157,514 | 14,217,402 | 5,859,631 | 5,004,351 | 101 | 109 | 5,825 | 21.17% | | 2021 | — | — | 19,166,276 | 21,662,399 | 5,810,359 | 7,353,727 | 124 | 138 | 7,963 | 17.15% |

  140. Pay versus performance

    1. Gunjan Kedia began serving as our CEO on April 15, 2025. 2. Andrew Cecere served as our CEO between January 1, 2025 to April 15, 2025 and for the entirety of 2024, 2023, 2022, and 2021. 3. The other NEOs included in this calculation for each year are: 2025 — John C. Stern, Jodi L. Richard, Stephen L. Philipson, Elcio R.T. Barcelos and Terrance R. Dolan. 2024 — John C. Stern, Gunjan Kedia, Terrance R. Dolan, Shailesh M. Kotwal and Timothy A. Welsh 2023 — Terrance R. Dolan, John C. Stern, Gunjan Kedia, Shailesh M. Kotwal, Timothy A. Welsh and Jeffry H. von Gillern 2022 — Terrance R. Dolan, Jeffry H. von Gillern, Gunjan Kedia and Timothy A. Welsh 2021 — Terrance R. Dolan, Jeffry H. von Gillern, Gunjan Kedia and Shailesh M. Kotwal 4. For purposes of calculating the peer group TSR, the KBW Bank Index (Peer Group TSR) was used pursuant to Item 201(e) of Regulation S-K and is reflected in our 2025 Annual Report to Shareholders. In accordance with applicable SEC rules, the Peer Group TSR was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2020, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends. 5. Net income attributable to U.S. Bancorp as reported in the company’s consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2021, 2022, 2023, 2024, and 2025. Adjusted ROTCE is a non-GAAP financial measure. As discussed on page 49 in the “Compensation discussion and analysis” section, adjusted ROTCE is calculated by adjusting the company’s reported ROTCE results to exclude notable items that are extraordinary, unusual or related to acquisitions, such as discontinued operations, changes in applicable accounting rules or principles, acquisitions, mergers or restructuring costs, and adjustments related to the impact of the CECL accounting standard. The adjustments eliminate the volatility of the accounting standard related to changes in the allowance for credit losses, while including net charge-offs related to actual credit losses experienced.

  141. Pay versus performance

    | U.S. Bancorp 2026 Proxy Statement | 73 |

  142. Pay versus performance

    The dollar amounts reported in these columns represent the amounts of compensation actually paid to our PEO and average compensation actually paid to our other NEOs, as applicable. Compensation actually paid does not necessarily represent cash and/or equity value transferred to our PEO or any other NEO without restriction, but rather is a value calculated in accordance with applicable SEC rules. The additional table below sets forth each of the amounts required by applicable SEC rules to be deducted from and added to the amount of total compensation as reflected in the “Summary compensation table”, to calculate compensation actually paid. Equity award values are calculated in accordance with FASB ASC Topic 718 and PRSUs are earned based on specified performance-criteria. For purposes of calculating the fair value amounts for PRSUs in the table below, (i) total fair value as of year-end is based on the probable outcome of the PRSUs using data through year-end, and (ii) total fair value as of the vesting date is based on the number of shares actually earned based on performance. There were no other assumptions made in the valuation of equity awards, including RSUs and stock options, which differ materially from those disclosed as of the grant date of such equity awards.

  143. Pay versus performance

    | | 2025 | | | | | Current PEO | Former PEO | Other NEOs average | | Summary compensation table total | $16,674,515 | $19,054,648 | $6,573,350 | | DEDUCT: Fair value of equity awards granted during covered fiscal year | $11,499,996 | $10,999,969 | $4,280,002 | | ADD: Year-end fair value of outstanding and unvested equity awards granted during the covered fiscal year | $14,967,971 | $13,850,120 | $4,035,524 | | ADD: Change in fair value of outstanding and unvested equity awards granted in prior fiscal years | $1,712,198 | $3,590,278 | $566,266 | | ADD: Fair value as of vesting date of equity awards granted and vested in covered fiscal year | $0 | $0 | $949,667 | | ADD: Change in fair value as of vesting date of equity awards granted in prior years that vested in the covered fiscal year | $(48,003) | $(117,594) | $(270,305) | | DEDUCT: Year-end fair value for any equity awards granted in any prior fiscal year that failed to meet applicable vesting conditions during the covered fiscal year | $0 | $0 | $0 | | DEDUCT: Change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in Summary compensation table | $453,208 | $5,086,461 | $278,058 | | ADD: Pension service cost attributable to (i) services rendered during the covered fiscal year and (ii) any change in pension value attributable to plan amendments made in the covered fiscal year | $77,511 | $962,596 | $116,860 | | Compensation actually paid | $21,430,988 | $21,253,618 | $7,413,302 |

  144. Analysis of the information presented in the “Pay versus performance” table

    Analysis of the information presented in the “Pay versus performance” table While the company utilizes several performance measures to align executive compensation with company performance, not all of those company measures are presented in the “Pay versus performance” table set forth above. Moreover, the company generally seeks to incentivize positive long-term performance and, therefore, does not specifically align the company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v), the company is providing the following descriptions of the relationships between information presented in the “Pay versus performance” table.

  145. Analysis of the information presented in the “Pay versus performance” table

    | TSR: TSR has the most direct and significant impact on CEO and NEO compensation actually paid. This is primarily driven by our compensation program design, which is structured with a significant portion of compensation at-risk, through RSUs and PRSUs. At least 72% of our current CEO compensation and more than 55% of other current NEO compensation is directly impacted by TSR. The accompanying graphs show the relationship between (1) compensation actually paid to our current CEO, compensation actually paid to our former CEO, and the average of the compensation actually paid to our other NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the five fiscal years ending December 31, 2025. |

  146. Analysis of the information presented in the “Pay versus performance” table

    | U.S. Bancorp 2026 Proxy Statement | 75 |

  147. Analysis of the information presented in the “Pay versus performance” table

    | Net income: The accompanying graph shows the relationship between compensation actually paid to our current CEO, compensation actually paid to our former CEO, and the average of the compensation actually paid to our other NEOs and net income attributable to U.S. Bancorp over the five fiscal years ending December 31, 2025 as reported in the company’s consolidated financial statements. |

  148. Analysis of the information presented in the “Pay versus performance” table

    | Adjusted ROTCE*: Adjusted ROTCE is the company-selected measure of the return generated by the company on shareholders’ investment. As the core metric used to link company performance to compensation actually paid, adjusted ROTCE has a material impact on CEO and NEO compensation because it is used to calculate performance-based long-term incentive results. The company has currently and historically had high ROTCE performance relative to peer institutions in our financial peer group. The accompanying graph shows the relationship between compensation actually paid to our current CEO, compensation actually paid to our former CEO, and the average of the compensation actually paid to our other NEOs and our adjusted ROTCE over the five fiscal years ending December 31, 2025. * Non-GAAP financial measure. See footnote 6 above for information on the calculation of Adjusted ROTCE. |

  149. Analysis of the information presented in the “Pay versus performance” table

    | 76 | U.S. Bancorp 2026 Proxy Statement |

  150. Director compensation for fiscal year 2025

    Director compensation for fiscal year 2025 The following table shows the compensation of the individuals who served as non-employee members of our Board of Directors during any part of fiscal year 2025.

  151. Director compensation for fiscal year 2025

    | Name1 | Fees earned or paid in cash ($) | Stock awards ($)2 | All other compensation ($) | Total ($) | | Warner L. Baxter | 146,500 | 185,003 | — | 331,503 | | Dorothy Bridges | 124,500 | 185,003 | — | 309,503 | | Elizabeth L. Buse | 121,500 | 185,003 | 10,000(3) | 316,503 | | Alan B. Colberg | 121,500 | 185,003 | — | 306,503 | | Kimberly N. Ellison-Taylor | 124,500 | 185,003 | 5,000(3) | 314,503 | | Aleem Gillani | 141,500 | 185,003 | 5,000(3) | 331,503 | | Kimberly J. Harris5 | — | — | — | — | | Roland A. Hernandez | 181,500(4) | 185,003 | — | 366,503 | | Richard P. McKenney | 134,500(4) | 185,003 | 5,000(3) | 324,503 | | Yusuf I. Mehdi | 146,500 | 185,003 | — | 331,503 | | Loretta E. Reynolds | 127,500 | 185,003 | — | 312,503 | | John P. Wiehoff | 149,500(4) | 185,003 | — | 334,503 | | Scott W. Wine6 | 1,500(4) | — | — | 1,500 |

  152. Director compensation for fiscal year 2025

    1. Gunjan Kedia, our Chief Executive Officer and President, and Andrew Cecere, our executive Chairman, did not receive any compensation for their services as directors. Their compensation is set forth in the Summary Compensation Table above. 2. The amounts in this column are calculated based on the fair market value of our common stock on the date the grant was made in accordance with FASB ASC Topic 718. Each non-employee director elected at the 2025 annual meeting received a grant of 4,843 restricted stock units on April 17, 2025, with a grant date fair value of $185,003. No non-employee director held any stock options as of December 31, 2025. The non-employee directors held restricted stock units as of December 31, 2025, as follows:

  153. Director compensation for fiscal year 2025

    | Name | Restricted stock units | | Mr. Baxter | 45,508 | | Ms. Bridges | 33,318 | | Ms. Buse | 34,677 | | Mr. Colberg | 16,936 | | Ms. Ellison-Taylor | 23,127 | | Mr. Gillani | 8,714 | | Ms. Harris | 7,128 |

  154. Director compensation for fiscal year 2025

    | Name | Restricted stock units | | Mr. Hernandez | 67,952 | | Mr. McKenney | 36,897 | | Mr. Mehdi | 34,677 | | Ms. Reynolds | 17,788 | | Mr. Wiehoff | 27,940 | | Mr. Wine | 27,898 |

  155. Director compensation for fiscal year 2025

    3. Represents matching contributions under our charitable matching gifts program, which is available to all of our directors and provides matching charitable donations of up to $5,000 per year to qualified non-profit organizations, schools and educational institutions. Ms. Buse made charitable contributions in each of 2024 and 2025 for which matching contribution amounts were paid in 2025. 4. Messrs. Hernandez, McKenney, Wiehoff and Wine chose to defer their cash fees under the Director Deferred Compensation Plan. 5. Ms. Harris retired from our Board on March 24, 2025. Mr. Wine retired from our Board on April 15, 2025.

  156. Director compensation for fiscal year 2025

    | 78 | U.S. Bancorp 2026 Proxy Statement |

  157. Directors and executive officers

    Directors and executive officers

  158. Directors and executive officers

    | Name of beneficial owner | Outstanding shares of common stock1 | Options exercisable within 60 days of February 2, 2026 | Restricted stock units2 | Deferred compensation3 | Total | Percent of common stock | | Elcio R.T. Barcelos | 56,791 | — | 54,920 | | 111,711 | * | | Warner L. Baxter | — | — | 45,946 | — | 45,945 | * | | Dorothy Bridges | — | — | 33,639 | — | 33,639 | * | | Elizabeth J. Buse | — | — | 35,011 | — | 35,011 | * | | Andrew Cecere | 1,179,743 | 102,251 | 251,083 | — | 1,533,077 | * | | Alan B. Colberg4 | 10,050 | — | 17,100 | — | 27,150 | * | | Kimberly N. Ellison-Taylor | — | — | 23,349 | — | 23,349 | * | | Aleem Gillani | 15,000 | — | 8,798 | — | 23,798 | * | | Roland A. Hernandez | — | — | 68,606 | 27,491 | 96,097 | * | | Gunjan Kedia | 185,641 | 27,267 | 110,687 | — | 323,595 | * | | Richard P. McKenney | 20,000 | — | 37,252 | 31,491 | 88,743 | * | | Yusuf I. Mehdi | — | — | 35,011 | — | 35,011 | * | | Stephen L. Philipson4 | 21,848 | | 37,202 | | 59,050 | * | | Loretta E. Reynolds | — | — | 17,960 | — | 17,960 | * | | Jodi L. Richard | 73,485 | | 73,353 | | 146,838 | * | | John C. Stern | 41,854 | — | 21,456 | — | 63,310 | * | | John P. Wiehoff | — | — | 28,209 | 23,734 | 51,943 | * | | All directors and executive officers as a group (23 persons)4 | 1,928,035 | 169,568 | 1,082,101 | 82,716 | 3,281,724 | * |

  159. Directors and executive officers

    * Indicates less than 1%. 1. Common stock Includes the following shares beneficially owned by the indicated director or executive officer: ▶ for Mr. Cecere, includes 15,155 shares held in the U.S. Bank 401(k) Savings Plan; ▶ for Mr. Philipson, includes 504 shares held in the U.S. Bank 401(k) Savings Plan; and for all directors and executive officers as a group, includes 16,117 shares held in the U.S. Bank 401(k) Savings Plan for the accounts of certain executive officers.

  160. Directors and executive officers

    | 82 | U.S. Bancorp 2026 Proxy Statement |

  161. Directors and executive officers

    Restricted stock units RSUs (including PRSUs earned based on the applicable performance criteria over the three-year performance period held by our executive officers) are distributable in an equivalent number of shares of our common stock upon settlement. RSUs granted to our officers are settled as they vest, and RSUs granted to our directors are immediately vested but do not settle until the director ceases to serve on the Board. The number of RSUs and PRSUs that were vested but not yet settled as of February 2, 2026, or that vest within 60 days of February 2, 2026, is included in this column. 3. Deferred compensation Certain of our directors have deferred cash compensation under our deferred compensation plans. Some of these deferred amounts will be paid out in shares of our common stock upon the director’s termination of service with U.S. Bancorp. The directors have no voting or investment power as to these shares. The number of shares to which the directors would have been entitled had their service with U.S. Bancorp been terminated as of February 2, 2026, is included in this column. 4. Depositary Shares As of February 2, 2026, Mr. Colberg also held 5,000 depositary shares, each representing a 1/25th interest in a share of U.S. Bancorp Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock. As of February 2, 2026, Mr. Philipson also held 26 depositary shares, each representing a 1/1000th interest in a share of U.S. Bancorp Series M Non-Cumulative Perpetual Preferred Stock. Mr. Colberg and Mr. Philipson are the only directors or executives who own depositary shares representing the company’s preferred stock.