U.S. Bancorp (USB) 10-K risk factor changes: FY2024 vs FY2023

Information in response to this Item 1A can be found in the [removed: 2023] [added: 2024] Annual Report on pages [removed: 140] [added: 136] to [removed: 155] [added: 151] under the heading “Risk Factors.” That information is incorporated into this report by reference.

Information in response to this Item 7 can be found in the [removed: 2023] [added: 2024] Annual Report on pages 22 to [removed: 58] [added: 56] under the heading “Management’s Discussion and Analysis.” That information is incorporated into this report by reference.

Information in response to this Item 7A can be found in the [removed: 2023] [added: 2024] Annual Report on pages [removed: 35] [added: 33] to [removed: 55] [added: 53] under the heading “Corporate Risk Profile.” That information is incorporated into this report by reference.

- [removed: Changes] [added: Uncertainty regarding the content, timing and impact of changes] to regulatory capital, liquidity and resolution-related requirements applicable to large banking organizations in response to [removed: recent] [added: adverse] developments affecting the banking sector;

- Failures or disruptions in or breaches of U.S. Bancorp’s operational, technology or security systems or infrastructure, or those of third [removed: parties;][added: parties, including as a result of cybersecurity incidents;]

- The risks and uncertainties more fully discussed in the section entitled “Risk Factors” of the [removed: 2023] [added: 2024] Annual Report.

[removed: In addition, factors] [added: Factors] other than these risks also could adversely affect U.S. Bancorp’s results, and the reader should not consider these risks to be a complete set of all potential risks or uncertainties.

U.S. Bancorp’s banking subsidiary, USBNA, is engaged in the general banking business, principally in domestic markets, and holds all of the Company’s consolidated deposits of [removed: $512.3] [added: $518.3] billion at December 31, [removed: 2023.][added: 2024.]

Banking and investment services are provided through a network of [removed: 2,274] [added: branches and] banking offices across [removed: 26 states as of December 31, 2023, principally operating] [added: the United States, primarily] in the Midwest and West [removed: regions] [added: regions, including 2,165 branches across 26 states as] of [removed: the United States.][added: December 31, 2024.]

The Company operates a network of [removed: 4,524] [added: 4,489] ATMs as of December 31, [removed: 2023,] [added: 2024,] and provides 24-hour, seven day a week telephone customer service.

[removed: Wholly-owned] [added: The Company’s] subsidiaries [removed: of Elavon] provide [added: domestic merchant processing services directly to merchants, as well as] similar merchant services in Canada and segments of Europe.

The Company’s major [removed: lines of] business [added: segments] are Wealth, Corporate, Commercial and Institutional Banking, Consumer and Business Banking, Payment Services, and Treasury and Corporate Support.

[removed: *Wealth, Corporate, Commercial and Institutional Banking*] Wealth, Corporate, Commercial and Institutional Banking provides core banking, specialized lending, transaction and payment processing, capital markets, asset management, and brokerage and investment related services to wealth, middle market, large corporate, [added: commercial real estate,] government and institutional clients.

[removed: *Consumer and Business Banking*] Consumer and Business Banking comprises consumer banking, small business banking and consumer lending.

Products and services are delivered through banking offices, telephone servicing and sales, online services, direct mail, [removed: ATM processing,] [added: ATMs,] mobile devices, distributed mortgage loan officers, and intermediary relationships including auto dealerships, mortgage banks, and strategic business partners.

[removed: *Payment Services*] Payment Services includes consumer and business credit cards, stored-value cards, debit cards, corporate, government and purchasing card services and merchant processing.

[removed: *Treasury and Corporate Support*] Treasury and Corporate Support includes the Company’s investment portfolios, funding, capital management, interest rate risk management, income taxes not allocated to the business lines, including most investments in tax-advantaged projects, and the residual aggregate of those expenses associated with corporate activities that are managed on a consolidated basis.

Additional information regarding the Company’s business segments can be found on pages [removed: 56] [added: 54] to [removed: 58] [added: 56] of the Company’s [removed: 2023] [added: 2024] Annual Report under the heading [removed: “Line of Business] [added: “Business Segment] Financial Review,” which is incorporated herein by reference.

To further those efforts, the Company is [removed: dedicated] [added: committed] to [removed: fostering a diverse, equitable] [added: supporting employees’ professional development through programs that promote engagement, learning] and [removed: inclusive work environment;] [added: productivity and] providing pay that is competitive and fair, as well as other benefits and programs that promote [removed: wellness; and supporting employees’ professional development through programs that promote engagement, learning and productivity.][added: wellness.]

As of December 31, [removed: 2023,] [added: 2024,] the Company employed a total of [removed: 75,465] [added: 70,263] employees globally.

[removed: In addition, the] [added: The] Company offers various [removed: mentorship, leadership] [added: mentorship] and [added: leadership] development opportunities that enable [removed: participants, including women and people of color,] [added: participants] to enhance [removed: networks,] key skills and work experiences.

[removed: *Equitable and Competitive Compensation,] [added: *Compensation,] Health & Wellness Programs* Maintaining competitive compensation and benefits practices is a continued focus for the Company, with periodic peer and benchmarking reviews used to assist with competitive alignment and employee retention.

The Company [removed: also] provides its employees with comprehensive benefits programs, including competitive healthcare, retirement, leave, recognition, wellness, disability, life insurance, [removed: time-off, flexible work,] [added: time-off] and educational assistance programs, based on the Company’s recognition that such benefits are important to attract and retain employees.

[removed: *Employee Engagement and Retention*] [added: *Talent Strategy*] As part of its efforts to develop and retain skilled employees, the Company remains focused on monitoring employee [added: sentiment and] engagement.

The Company’s employee [removed: listening program enables] [added: surveying programs enable] the Company to collect quantitative and qualitative feedback from employees on an ongoing [removed: basis, which then supports and informs the Company on human capital strategies and decisions.][added: basis.]

The Company provides [removed: a number of] [added: several] talent development opportunities for employees to enhance skills that are critical in the current and future working environment and empowers employees to discover ways to thrive and grow [added: in] their [removed: careers, which aligns with the Company’s Employment Value Proposition.][added: careers.]

The Company [removed: continues to deploy cultural sensitivity] [added: conducts job skills] and customer interaction training for its frontline employees that focuses on building skills to serve all the Company's [removed: customers with excellence.][added: customers.]

During [removed: 2023,] [added: 2024,] employees completed over [removed: 3] [added: 1.8] million hours of training through the Company’s enterprise learning programs to better support their professional development and customer and business needs.

*Human Capital Governance* The Company’s Board of Directors oversees the Company’s human capital [removed: management.][added: management, including through its Compensation and Human Resources Committee.]

The Company’s ability to continue to compete effectively also depends in large part on its ability to attract new employees and retain [removed: and motivate existing employees, while managing compensation and other costs.]

The operations of the Company’s various businesses are affected by federal and state laws and legislative changes and by policies of various regulatory authorities of the [added: United States and the] numerous states [added: and foreign countries] in which they [removed: operate, the United States and foreign governments.][added: operate.]

This regulatory framework is intended primarily for the protection of depositors, the deposit insurance fund (the “DIF”) of the [removed: Federal Deposit Insurance Corporation (the “FDIC”),] [added: FDIC,] consumers, the stability of the financial system in the United States, and the health of the national economy, and not for investors in the Company.

USBNA and its subsidiaries are subject to regulation, examination and supervision primarily by the Office of the Comptroller of the Currency (the “OCC”) and also by the FDIC, the Federal Reserve, [added: and] the Consumer Financial Protection Bureau (the [removed: “CFPB”), the Securities and Exchange Commission (the “SEC”) and the Commodities Futures Trading Commission (the “CFTC”) in certain areas.][added: “CFPB”).]

Supervision and regulation by the responsible [added: bank] regulatory agencies generally include comprehensive annual reviews of all major aspects of the Company’s and USBNA’s business and condition, regular on-site examinations, and imposition of periodic reporting requirements and limitations on investments and certain types of activities.

In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to the [added: Company and its subsidiaries.]

[removed: As a result, the] [added: The] Company will continue to be subject to the regulatory capital and liquidity requirements applicable to Category III institutions until otherwise required under the Tailoring Rules (i.e., until the Company’s total average consolidated assets for the then most recent four quarters equal $700 billion or more or the amount of the Company’s average cross-jurisdictional activities for the then most recent four quarters equals $75 billion or more).

FHCs are also required to obtain the approval of the Federal Reserve before they may acquire more than five percent of the voting shares or substantially all of the [added: assets of an unaffiliated BHC, bank or savings association.]

*Enhanced Prudential Standards* Under the Dodd-Frank Act, as modified by the Economic Growth, Regulatory Relief and Consumer Protection Act and the Tailoring Rules, large bank holding companies, such as the Company, are subject to certain enhanced prudential standards based on the banking organization’s size and certain “risk-based indicators.” The prudential standards include enhanced risk-based capital and leverage requirements, enhanced liquidity requirements, enhanced risk [removed: management and risk committee requirements, a requirement to submit a resolution plan, single-counterparty credit limits and stress tests.]

At December 31, [removed: 2023,] [added: 2024,] the Company exceeded these minimum capital ratio requirements.

If the Federal Reserve were to raise the countercyclical capital buffer, or if the SCB applicable to the Company were to exceed [removed: 2.5] [added: 3.1] percent, this would also change the effective minimum capital ratios to which the Company is subject.

At December 31, [removed: 2023,] [added: 2024,] the Company exceeded the applicable minimum tier 1 leverage ratio and SLR requirements.

[added: In July 2023, the U.S. federal bank regulatory authorities proposed a rule implementing the Basel Committee’s finalization of the post-crisis regulatory capital reforms, commonly referred to as “Basel III Endgame.”] The proposal would set stricter criteria for the use of internal models by replacing the market risk rule with the “Fundamental Review of the Trading Book,” and would introduce new standardized approaches for credit risk, operational risk and credit valuation adjustment risk, which would replace the current models-based approaches.

In addition, under the proposed rule, also subject to a phase-in period, Category III banking institutions, such as the Company, would no longer be permitted to opt out of including certain components of accumulated other comprehensive income in regulatory capital, which would result in unrealized gains and losses on [removed: available-for-sale securities being included in the calculation of the Company’s regulatory capital ratios.][added: available-]

- Increases in Federal Deposit Insurance Corporation (“FDIC”) assessments, including due to bank failures;

- Changes in trade policy, including the imposition of tariffs or the impacts of retaliatory tariffs;

- Changes in commercial real estate occupancy rates;

The Company’s current workforce strategy is focused on promoting in-person engagement across more than 20 corporate hub locations, its branch network and business centers to support the Company’s business and customer needs.

The Company has introduced and enhanced several learning programs in 2024, including the Product Academy, Foundational Leadership and Skill of the Month.

The Company also launched the Skills Academy, a learning platform focused on the development of skills for all employees.

In 2024, the Company also held a Development Day, highlighting the importance of self-development and the Company’s commitment to supporting learning.

and motivate existing employees, while managing compensation and other costs.

The Company and its subsidiaries are also subject to regulation and examination by the Securities and Exchange Commission (the “SEC”) and the Commodities Futures Trading Commission (the “CFTC”) in certain areas.

The change in the U.S. presidential administration and control of the U.S. Senate will likely result in changing federal regulatory priorities.

Further, legal challenges to regulations have become more prevalent, adding to the uncertainty in the applicability of new or proposed laws and regulations.

As federal government agencies shift priorities, states are likely to shift as well (including in certain states, as a response to a perceived void in federal regulation).

Any shifts in state or federal regulatory priorities may result in increased compliance costs and regulatory risks.

Failure to comply with any new law or regulation could result in litigation, regulatory enforcement actions and harm to the Company's reputation.

management and risk committee requirements, a requirement to submit a resolution plan, single-counterparty credit limits and stress tests.

As of December 31, 2024, the SCB applicable to the Company is 3.1 percent, an increase from the SCB of 2.5 percent that applied to the Company at December 31, 2023.

for-sale securities being included in the calculation of the Company’s regulatory capital ratios.

The agencies have not yet issued a final rule.

The Company was scheduled to file its next full resolution plan in July 2024, but the FDIC and Federal Reserve extended the submission deadlines for all triennial full filers, including the Company, from July 2024 to October 2025.

The guidance addresses the Federal Reserve’s and FDIC’s expectations regarding key areas of resolution, including capital, liquidity, operational, legal entity rationalization, and insured depository institution resolution, based on a firm’s resolution strategy.

value return from the sale or disposition of its assets and minimizes the amount of any loss to the institution’s creditors.

In June 2024, the FDIC finalized revisions to its resolution planning rule that, among other things, requires periodic testing to validate key resolution capabilities and sets out the criteria and process for the FDIC’s review of the credibility of resolution plans.

Under the revised rule, USBNA is required to submit triennial resolution plans and annual interim supplements in years in which a full resolution plan is not filed, which update certain information provided in the full resolution plan.

USBNA is required to file its next initial interim supplement on or before July 1, 2025, and its next full resolution plan on or before July 1, 2026.

In October 2024, the OCC finalized revisions to these guidelines that incorporate a testing standard and clarify the role of non-financial risk in recovery planning.

These revisions are applicable to USBNA’s next recovery plan submission.

In July 2024, the OCC, the Federal Reserve, the FDIC and the National Credit Union Administration issued a joint proposed rule that would amend their rules regarding AML programs.

Among other things, the proposed rule would require national banks, such as USBNA, to incorporate a risk assessment process into their AML programs that consider the priorities published by FinCEN and would encourage, but not require, banks to consider, evaluate and implement innovative approaches to meet BSA compliance obligations.

The OCC assesses

The CCPA exempts NPI from its scope.

The final rule, which is being challenged by several banking industry groups, requires “data providers” such as USBNA to create detailed access interfaces for both consumers and developers in order to effectuate consumers’ access to, and transfer of, their personal financial data.

Unless the rule is overturned or rescinded, USBNA must comply with the final rule by April 1, 2026.

In January 2025, the CFPB published a final FCRA-related rule that prohibits the inclusion of medical debts in consumer reports and prohibits a creditor’s use of medical debt to determine credit eligibility, absent a specific exception.

There are currently two lawsuits filed against the CFPB disputing the validity of the final rule and a preliminary injunction has been granted by the court.

Consequently, the effective date of the final rule has been stayed until June 15, 2025.

In addition, a notice of proposed rulemaking to revise the FCRA was also published in December 2024, with comments to the proposal due in March 2025.

The Company and its subsidiaries are subject to increasing numbers of regulatory notification and disclosure requirements related to cybersecurity.

In July 2024, the OCC, FDIC, Federal Housing Finance Agency and National Credit Union Administration jointly re-proposed the regulatory text of the 2016 proposal.

The Federal Reserve and the SEC did not join the proposal, and the proposed rule will not be published in the Federal Register until the agencies have joined.

*Environmental, Social and Governance* In recent years, federal, state and international lawmakers and regulators have increased their focus on financial institutions’ and other companies’ risk oversight, disclosures and practices in connection with climate change and other environmental, social and governance matters.

In addition, U.S. Bancorp’s acquisition of MUFG Union Bank, N.A. (“MUB”) presents risks and uncertainties, including, among others: the risk that any revenue synergies and other anticipated benefits of the acquisition may not be realized or may take longer than anticipated to be realized.

The Company’s wholly-owned subsidiary, Elavon, Inc. (“Elavon”), provides domestic merchant processing services directly to merchants.

MUFG Union Bank Acquisition

On December 1, 2022, the Company acquired MUB’s core regional banking franchise from Mitsubishi UFJ Financial Group, Inc. ("MUFG").

Pursuant to the terms of the Share Purchase Agreement, the Company acquired all the issued and outstanding shares of common stock of MUB for a purchase price consisting of $5.5 billion in cash and approximately 44 million shares of the Company’s common stock.

The Company also received additional MUB cash of $3.5 billion upon

completion of the acquisition, which is required to be repaid to MUFG on or prior to the fifth anniversary date of the completion of the purchase.

On August 3, 2023, the Company completed a debt/equity conversion with MUFG.

As a result, the Company repaid $936 million of its debt obligation from the proceeds of the issuance of 24 million shares of common stock of the Company to an affiliate of MUFG (the “Debt/Equity Conversion”).

After the Debt/Equity Conversion, the Company had a remaining repayment obligation to MUFG of $2.6 billion.

On May 26, 2023, the Company merged MUB into USBNA, the Company’s primary banking subsidiary.

The Company’s 2023 results reflect the full financial results of the acquired business.

Wealth, Corporate, Commercial and Institutional Banking contributed $3.6 billion of the Company’s net income in 2023, an increase of $202 million (6.0 percent) compared with 2022.

Consumer and Business Banking contributed $2.2 billion of the Company’s net income in 2023, an increase of $378 million (20.6 percent) compared with 2022.

Payment Services contributed $1.2 billion of the Company’s net income in 2023, a decrease of $150 million (11.2 percent) compared with 2022.

Treasury and Corporate Support recorded a net loss of $1.5 billion of the Company’s net income in 2023, a decrease of $826 million compared with 2022.

*Diversity, Equity and Inclusion* The Company continues to expand its talent pipeline to increase the representation of women at leadership levels and people of color at all levels, including at the executive and senior management levels.

The Company’s hiring program strives to include the inclusion of at least one woman or one person of color on interview slates for all roles at the Company.

The Company also provides inclusive leadership learning journeys designed to coach and develop its leaders in driving employee and team performance through inclusive behaviors and best practices.

To help create and sustain an inclusive workforce, the Company sponsors Business Resource Groups (“BRGs”), including Asian heritage, Black heritage, Nosotros Latinos, Indigenous Peoples, U.S. Bank women, Spectrum LGBTQ, Proud to Serve: Military and Veterans, European Inclusion, and Disability employee groups, with chapters across the Company and membership available to all employees.

These BRGs enable employees from a wide variety of backgrounds, identities and perspectives to connect in ways that empower them to contribute, innovate and grow.

Through these BRGs, employees can come together to discuss topics of interest to them, develop professional skills and build overall employee engagement,

helping to create and sustain an inclusive workforce that drives business growth and propels accountability for diversity and inclusion within the Company.

These programs, practices and policies are part of the Company’s strategy to have an ethnically and gender diverse employee base.

As of December 31, 2023, of the Company’s employees in the United States, 57 percent were women and 39 percent were people of color.

As of December 31, 2023, 34 percent of the Company’s employees at the executive and senior management levels in the United States were women and 21 percent were people of color.

In addition, as of December 31, 2023, of the Company’s 13 directors, 5 were women and 4 were people of color.

All diversity information is based on information self-disclosed by the employee or director to the Company.

To provide transparency on progress relating to its commitment to seek and promote diverse talent, the Company publicly discloses consolidated EEO-1 data on its website.

The Company remains committed to fair pay and continues to prioritize pay equity efforts.

To further the Company’s efforts to provide fair and equitable compensation to its employees, the Company has processes to address any gender and racial pay inequities identified within its workforce.

This work starts with fair hiring practices.

The Company also has guidelines in place for both internal and external job postings to assist the Company’s leaders in making fair compensation decisions based on the demands and responsibilities of each role, candidate experience, and pay related to comparable internal positions.

The Company conducts periodic reviews of base pay of employee groups across gender and racial categories with the assistance of an independent third-party consultant.

Should gender or race-based disparities in pay be identified, the Company adjusts compensation levels to eliminate those disparities.

In the 2023 review, on average, employees of the Company in the United States who are women were paid greater than 99 percent of what their male counterparts were paid, and employees of the Company in the United States who are people of color were paid greater than 99 percent of what their white counterparts were paid, in each case taking into account several factors including comparable jobs, experience and location.

The 2023 review excluded employees from the MUB acquisition who had not transitioned into the Company's pay structures.

The Company continues to support flexible work programs with remote and in-person work arrangements, providing additional optionality and flexibility for most employees, which helps the Company attract and retain talent.

The Company continues to adapt and evolve its flexible work programs as it recognizes the changes to employee and customer priorities and its customers’ and employees' changing needs.

For example, the Company’s learning programs include the Digital and Leadership Academies, which focus on digital and core leadership skill development.

Information in response to this Item 3 can be found in Note [removed: 23] [added: 22] of the Notes to Consolidated Financial Statements included in the [removed: 2023] [added: 2024] Annual Report under the heading, “Litigation and Regulatory Matters.” That information is incorporated into this report by reference.

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

| [removed: ☑] [added: ☑] | | | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | | |

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2023][added: 2024]

| [removed: ☐] [added: ☐] | | | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] | | |

[removed: For] [added: For] the transition period from (not [removed: applicable)][added: applicable)]

Commission file [removed: number:] [added: number] 1-6880

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware | | |] [added: Delaware] | | | [removed: 41-0255900] [added: 41-0255900] | | |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization) | | |] [added: organization)] | | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] | | |

[removed: 800] [added: 800] Nicollet Mall, Minneapolis, Minnesota [removed: 55402][added: 55402]

[removed: (Address] [added: (Address] of principal executive offices) (Zip [removed: Code)][added: Code)]

[removed: (651) 466-3000][added: (651) 466-3000]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

| Title of each class | | | [removed: | | |] Trading symbols | | | [removed: | | |] Name of each exchange on which registered | | |

| Common Stock, $.01 par value per share | | | [removed: | | |] USB | | | [removed: | | |] New York Stock Exchange | | |

| Depositary Shares (each representing 1/100th interest in a share of Series A Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | | [removed: | | |] USB PrA | | | [removed: | | |] New York Stock Exchange | | |

| Depositary Shares (each representing 1/1,000th interest in a share of Series B Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | | [removed: | | |] USB PrH | | | [removed: | | |] New York Stock Exchange | | |

| Depositary Shares (each representing 1/1,000th interest in a share of Series K Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | | [removed: | | |] USB PrP | | | [removed: | | |] New York Stock Exchange | | |

| Depositary Shares (each representing 1/1,000th interest in a share of Series L Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | | [removed: | | |] USB PrQ | | | [removed: | | |] New York Stock Exchange | | |

| Depositary Shares (each representing 1/1,000th interest in a share of Series M Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | | [removed: | | |] USB PrR | | | [removed: | | |] New York Stock Exchange | | |

| Depositary Shares (each representing 1/1,000th interest in a share of Series O Non-Cumulative Perpetual Preferred Stock, par value $1.00) | | | [removed: | | |] USB PrS | | | [removed: | | |] New York Stock Exchange | | |

| [removed: 0.850% Medium-Term] [added: Floating Rate] Notes, Series [removed: X] [added: CC] (Senior), due [removed: June 7, 2024 | | | | | | USB/24B] [added: May 21, 2028] | | | [added: USB/28] | | | New York Stock Exchange | | |

Securities registered pursuant to Section 12(g) of the Act: [added: None]

[added: |] Large accelerated filer [added: | | |] ☑ [added: | | | | | |] Accelerated filer [added: | | |] ☐ [added: | | |]

[added: |] Non-accelerated filer [added: | | |] ☐ [added: | | | | | |] Smaller reporting company [added: | | |] ☐ [added: | | |]

[added: | | | | | | | | | |] Emerging growth company [added: | | |] ☐ [added: | | |]

As of June [removed: 30, 2023,] [added: 28, 2024,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $50.6] [added: $62.0] billion based on the closing sale price as reported on the New York Stock Exchange.

| Class | | | Outstanding at January 31, [removed: 2024] [added: 2025] | | |

| Common Stock, $.01 par value per share | | | [removed: 1,558,133,431] [added: 1,559,887,453] | | |

| Document | | | [removed: | | |] Parts Into Which Incorporated | | |

| 1.Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, [removed: 2023] [added: 2024] (the [removed: “2023] [added: “2024] Annual Report”) | | | [removed: | | |] Parts I and II | | |

| 2.Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 16, 2024] [added: 15, 2025] (the “Proxy Statement”) | | | [removed: | | |] Part III | | |

or

| 4.009% Fixed-to-Floating Rate Notes, Series CC (Senior), due May 21, 2032 | | | USB/32 | | | New York Stock Exchange | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

or

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

None

[added: The Company’s Information Security Risk Committee] (ISRC), which is co-chaired by the Chief Information Security Officer (CISO) and the Chief Technology Risk Officer, is a senior operating committee under this risk governance structure and is responsible for the management of information security risk at the Company.

The Company’s processes for assessing, identifying, and managing material risks from cybersecurity threats [removed: is] [added: are] integrated into the Company’s overall risk governance and oversight structures through its “three lines of defense” model for establishing effective checks and balances within the risk management framework.

The third line of defense, the Company’s internal audit function, provides independent assessment and assurance regarding the effectiveness of the Company’s governance, risk management, and control processes with respect to cybersecurity threats, and provides [removed: challenge] [added: challenges] and recommendations for improvement.

The Company also maintains a third-party risk management program responsible for the oversight of outsourced operations, which enables the Company to oversee and identify risks related to engaging third-party service providers, including risks from [removed: cybersecurity threats to third-party service providers.]

The [removed: Board’s Risk Management Committee has a] Cybersecurity and Technology Subcommittee [removed: that provides dedicated] [added: has] oversight [removed: to][added: responsibility for cybersecurity risk management and cyber resiliency and certain technology matters.]

In addition, the full Board [removed: typically] holds [removed: an annual] [added: periodic] cybersecurity education [removed: session,] [added: sessions,] which [removed: features] [added: may feature] the perspective of an outside expert on current cybersecurity topics.

The Company also typically conducts an annual executive-level [removed: cybersecurity] [added: crisis] exercise [added: that includes a cybersecurity component] to test its [removed: cyber incident] [added: resiliency] response, completeness of playbooks, and communication protocols.

This exercise involves Board members, [removed: managing committee] [added: Managing Committee] members, third-party companies, and [removed: regulators] [added: regulators,] as appropriate.

The Company’s risk management framework includes its risk appetite statement, which is approved annually by the Board’s Risk Management [removed: Committee] [added: Committee,] and defines acceptable levels of risk-taking and risk limits and establishes the governance and oversight activities over risk management and reporting.

Management monitors and measures the Company’s risk appetite using a quantitative risk [removed: scorecard, which consists] [added: scorecard consisting] of risk appetite metrics and associated limits reported to the Board’s Risk Management Committee on a quarterly basis.

These limits also inform how matters, including cybersecurity incidents or threats, are escalated to specific members of management, appropriate senior operating [removed: committee] [added: committees] (including the ISRC and/or ERC), and/or the Board of Directors or appropriate Board committee.

Held, has over [removed: 26] [added: 27] years of information technology and cybersecurity experience.

During the fiscal year ended December 31, [removed: 2023,] [added: 2024,] the Company has not identified any specific risks from cybersecurity threats that have materially affected, or are reasonably likely to affect, the Company’s business strategy, results of operations, or financial condition, other than the risks described under “Risk Factors – Operations and Business Risk” in the [removed: 2023] [added: 2024] Annual Report.

Risk Assessment and Management

Additionally, the Company’s Information Security Awareness and Training Program educates employees and contractors on information security policies, standards, and practices to protect U.S. Bancorp’s information, information systems, and processes.

The Company may not be successful in preventing or mitigating the impacts of a future cybersecurity incident that could have a material adverse effect on the Company or its business strategy, results of operations or financial condition.

Third Party Risks

cybersecurity threats to third-party service providers.

Board of Directors Oversight

Management Oversight

The Company’s Information Security Risk Committee

cybersecurity risk management and cyber resiliency and certain technology matters.

U.S. Bancorp and its [removed: significant] subsidiaries occupy headquarter offices under a long-term lease in Minneapolis, Minnesota.

[removed: The Company owns] [added: U.S. Bancorp and its subsidiaries lease 5 freestanding operations centers in Kansas City, Little Rock, Atlanta, Minneapolis and Chicago, and also own] 8 principal operations centers in Cincinnati, Fargo, Knoxville, Oshkosh, Olathe, Owensboro, Portland and St. Paul.

At December 31, [removed: 2023, the Company’s] [added: 2024, U.S. Bancorp and its] subsidiaries owned and operated a total of [removed: 1,219] [added: 1,171] facilities and leased an additional [removed: 1,576] [added: 1,465] facilities.

Additional information with respect to the Company’s premises and equipment is presented in Note [removed: 9] [added: 8] of the Notes to Consolidated Financial Statements included in the [removed: 2023] [added: 2024] Annual Report.

The Company also leases 5 freestanding operations centers in Kansas City, Little Rock, Atlanta, Minneapolis and Chicago.

Capital distributions, including dividends and stock repurchases, are subject to the approval of the Company’s Board of Directors and compliance with [added: legal and] regulatory requirements.

The following table provides a detailed analysis of all shares of common stock of the Company purchased by the Company or any affiliated purchaser during the fourth quarter of [removed: 2023:][added: 2024:]

| Period | | | Total [removed: Number of Shares Purchased] [added: Number of Shares Purchased] | | | | | | [removed: Average Price Paid per] [added: Average Price Paid per] Share | | | Total Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced] [added: Publicly Announced] Program | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In Millions) | | |

*(a)Includes [removed: 260,000] [added: 196,503] shares of common stock purchased, at an average price per share of [removed: $36.34,] [added: $48.24,] in open-market transactions by USBNA, the Company’s banking subsidiary, in its capacity as trustee of the U.S. Bank 401(k) Savings Plan, which is the Company’s employee retirement savings plan.*

Additional information in response to this Item 5 can be found in the [removed: 2023] [added: 2024] Annual Report on page [removed: 139] [added: 135] under the heading “U.S. Bancorp Supplemental Financial Data (Unaudited).” That information is incorporated into this report by reference.

The Company announced on September 12, 2024 that its Board of Directors authorized a share repurchase program to repurchase up to $5.0 billion of its common stock, effective September 13, 2024.

This share repurchase program replaced the previous share repurchase program announced on December 22, 2020, which was terminated effective on September 12, 2024.

| October 1-31 | | | 843,134 | | | | | | $48.58 | | | 843,134 | | | $4,959 | | |

| November 1-30 | | | 1,220,444 | | | | | | 49.01 | | | 1,220,444 | | | 4,899 | | |

| December 1-31 | | | 616,282 | | | (a) | | | 50.10 | | | 419,779 | | | 4,878 | | |

| Total | | | 2,679,860 | | | (a) | | | $49.13 | | | 2,483,357 | | | $4,878 | | |

The Company announced on December 22, 2020 that its Board of Directors had approved an authorization to repurchase $3.0 billion of its common stock beginning January 1, 2021.

The Company suspended all common stock repurchases at the beginning of the third quarter of 2021, except for those done exclusively in connection with its stock-based compensation programs, due to its acquisition of MUB.

The Company will evaluate its share repurchases in connection with the potential capital requirements given the proposed regulatory capital rules and related landscape.

| October 1-31 | | | 273,451 | | | (a) | | | $36.08 | | | 13,451 | | | $1,330 | | |

| November 1-30 | | | 4,183 | | | | | | 37.20 | | | 4,183 | | | 1,330 | | |

| December 1-31 | | | 359,226 | | | | | | 45.31 | | | 359,226 | | | 1,314 | | |

| Total | | | 636,860 | | | (a) | | | $41.29 | | | 376,860 | | | $1,314 | | |

Information in response to this Item 8 can be found in the [removed: 2023] [added: 2024] Annual Report on pages [removed: 64] [added: 62] to [removed: 139] [added: 135] under the headings “Report of Management,” “Report of Independent Registered Public Accounting Firm,” “Report of Independent Registered Public Accounting Firm,” “U.S. Bancorp Consolidated Balance Sheet,” “U.S. Bancorp Consolidated Statement of Income,” “U.S. Bancorp Consolidated Statement of Comprehensive Income,” “U.S. Bancorp Consolidated Statement of Shareholders’ Equity,” “U.S. Bancorp Consolidated Statement of Cash Flows,” “Notes to Consolidated Financial Statements,” “U.S. Bancorp Consolidated Daily Average Balance Sheet and Related Yields and Rates (Unaudited)” and “U.S. Bancorp Supplemental Financial Data (Unaudited).” That information is incorporated into this report by reference.

The consolidated financial statements included in the 2023 Annual Report reflect a correction of a transposition error of the previously reported December 31, 2022 carrying amount of loans in Note 22.

The correct amount was reflected in the Consolidated Balance Sheet and other disclosures of the carrying amount of loans in the Company's previously reported consolidated financial statements as of and for the year ended December 31, 2022.

The correction in Note 22 had no other impact on the consolidated financial statements.

Information in response to this Item 9A can be found in the [removed: 2023] [added: 2024] Annual Report on page [removed: 63] [added: 61] under the heading “Controls and Procedures” and on pages [removed: 64] [added: 62] and [removed: 65] [added: 63] under the headings “Report of Management” and “Report of Independent Registered Public Accounting Firm.” That information is incorporated into this report by reference.

During the three months ended December 31, 2024, no director or officer (as defined in SEC Rule 16a-1(f)) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

None.

The Company’s Code of Ethics and Business Conduct can be found at www.usbank.com by clicking on “About us” and then clicking on “Investor relations” and then clicking on “Corporate Governance” and then clicking on “Governance documents” and then clicking on “Code of [removed: Ethics” and then clicking on “Code of] Ethics and Business Conduct.” The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, certain provisions of the Code of Ethics and Business Conduct that apply to its principal executive officer, principal financial officer and principal accounting officer by posting such information on its website, at the address and location specified above.

Mr. [removed: Cecere] [added: Cecere, 64,] is [removed: Chairman, President] [added: Chairman] and Chief Executive Officer of U.S. Bancorp.

Mr. [removed: Cecere, 63,] [added: Cecere] has served as [removed: President of U.S. Bancorp since January 2016,] Chief Executive Officer since April 2017 and Chairman since April 2018.

Mr. [removed: Badran] [added: Badran, 60,] is Senior Executive Vice President and Chief Operations Officer of U.S. Bancorp.

Mr. [removed: Badran, 59,] [added: Badran] has served in this position since joining U.S. Bancorp in December 2022.

Mr. [removed: Barcelos] [added: Barcelos, 54,] is Senior Executive Vice President and Chief Human Resources Officer of U.S. Bancorp.

Mr. [removed: Barcelos, 53,] [added: Barcelos] has served in this position since joining U.S. Bancorp in September 2020.

Mr. [removed: Chosy] [added: Chosy, 61,] is Senior Executive Vice President and General Counsel of U.S. Bancorp.

Mr. [removed: Chosy, 60,] [added: Chosy] has served in this position since March 2013.

Mr. [removed: Cunningham] [added: Cunningham, 61,] is Senior Executive Vice President and Chief Diversity Officer of U.S. Bancorp.

Mr. [removed: Cunningham, 60,] [added: Cunningham] has served in this position since July 2020.

From July 2019 until July 2020, he served as Senior Vice President and Chief Diversity Officer of U.S. Bancorp, having served as Vice President of Customer Engagement of U.S. Bancorp from October [added: 2015, when he joined U.S. Bancorp, until July 2019.]

Mr. [removed: Dilip] [added: Dilip, 65,] is Senior Executive Vice President and Chief Information and Technology Officer of U.S. Bancorp.

Mr. [removed: Dilip, 64,] [added: Dilip] previously was an Executive Vice President from September 2018 to April 2023 and has served as Chief Information and Technology Officer since September 2018, when he joined U.S. Bancorp.

Mr. [removed: Dolan] [added: Dolan, 63,] is Vice Chair and Chief Administration Officer of U.S. Bancorp.

Mr. [removed: Dolan, 62,] [added: Dolan] has served in this position since September 2023.

Ms. [removed: Dominski] [added: Dominski, 54,] is Senior Executive Vice President and Chief Social Responsibility Officer of U.S. Bancorp and President of the U.S. Bank Foundation.

Ms. [removed: Dominski, 53,] [added: Dominski] has served as Senior Executive Vice President and Chief Social Responsibility Officer since April 2023.

[removed: Ms. Kedia is] [added: From June 2023 to May 2024, she served as] Vice Chair, Wealth, Corporate, Commercial and Institutional Banking, of U.S. Bancorp.

Ms. [removed: Kedia, 53,] [added: Richard] has served in this position since [removed: June 2023.][added: October 2018.]

[removed: Mr. Kotwal, 59,] [added: Ms. Kelso] has served in this position since joining U.S. Bancorp in [removed: March 2015.][added: February 2025.]

Mr. [removed: Philipson] [added: Kaalund, 49,] is Senior Executive Vice [removed: President and] [added: President,] Head of [removed: Global Markets] [added: Branch] and [removed: Specialized Finance] [added: Small Business Banking] of U.S. Bancorp.

Mr. [removed: Philipson, 45,] [added: Runkel] has served in this position since [removed: April 2023.][added: January 2025.]

From October 2017 to April 2023, he served as [removed: head] [added: Head] of Fixed Income and Capital [removed: Markets.][added: Markets of U.S. Bancorp.]

Ms. [removed: Richard] [added: Richard, 56,] is Vice Chair and Chief Risk Officer of U.S. Bancorp.

She served as Executive Vice President and Chief Operational Risk Officer of U.S. Bancorp from January [added: 2018 until October 2018.]

Mr. [removed: Runkel] [added: Stern, 46,] is Senior Executive Vice President and Chief [removed: Transformation] [added: Financial] Officer of U.S. Bancorp.

Mr. [removed: Runkel, 47,] [added: Venturo] has served in this position since [removed: August 2021.][added: July 2020.]

From December 2013 to August 2021, he served as Senior Executive Vice President and Chief Credit [removed: Officer.][added: Officer of U.S. Bancorp.]

Mr. [removed: Stern] [added: Venturo, 58,] is Senior Executive Vice President and Chief [removed: Financial] [added: Digital] Officer of U.S. Bancorp.

Mr. [removed: Stern, 46,] [added: Stern] has served as Senior Executive Vice President since April 2023 and Chief Financial Officer since September 2023.

He also served as Head of Finance [added: of U.S. Bancorp] from May 2023 to August 2023.

He served as Executive Vice President [added: of U.S. Bancorp] from July 2013 through April 2023.

Mr. [removed: Venturo] [added: Roy, 48,] is Senior Executive Vice [removed: President] [added: President, Head of Consumer] and [removed: Chief Digital Officer] [added: Business Banking Products] of U.S. Bancorp.

From January 2015 until July 2020, he served as Executive Vice President and Chief Innovation Officer of U.S. [removed: Bancorp, having served as Senior Vice President and Chief Innovation Officer of U.S. Bancorp Payment Services from January 2010 until January 2015.][added: Bancorp.]

Prior to [removed: that,] [added: July 2024,] he served as [removed: Vice Chair,] [added: Head of] Consumer [removed: Banking Sales] and [removed: Support] [added: Segment Solutions] since joining U.S. Bancorp in July [removed: 2017.][added: 2022.]

Additional information in response to this Item 10 can be found in the Proxy Statement under the headings “Proposal 1 — Election of directors,” [removed: “Other matters — Delinquent Section 16(a) reports,”] “Corporate governance — Committee responsibilities” and “Corporate governance — Committee member qualifications.” That information is incorporated into this report by reference.

Insider Trading Policies

The Company has adopted an Insider Trading Policy that applies to its directors, executive officers, and certain other employees.

The Company’s Insider Trading Policy governs the purchase, sale and other dispositions of the Company’s securities by these individuals, and the Company believes it is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the NYSE.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.

The Company is also prohibited from trading at any time in any Company securities on the basis of material non-public information, subject to applicable law.

He also served as President from January 2016 to May 2024.

In April 2025, he will serve as Executive Chairman of U.S. Bancorp’s Board of Directors, continuing to lead the Board and supporting Gunjan Kedia as she assumes the role of Chief Executive Officer.

Prior to joining U.S. Bancorp, he served in a leadership role at Federal National Mortgage Association (Fannie Mae).

Dominski, Sekou Kaalund, Felicia La Forgia and Dominic V.

Sekou Kaalund

Mr. Kaalund previously was Executive Vice President from December 2022 to January 2025 and has served as Head of Branch and Small Business Banking since joining U.S. Bancorp in December 2022.

Prior to joining U.S. Bancorp, he served as the Head of Consumer Banking for the Northeast Division at JPMorgan Chase from September 2020 to December 2022.

He served as Managing Director and Head of Advancing Black Pathways at JPMorgan Chase from August 2018 to September 2020 and was a Managing Director across several areas in the Corporate Investment Bank at JPMorgan Chase, including U.S. Public and Corporate Pensions and Global Private Equity and Real Estate Fund Services, from July 2007 to September 2020.

Ms. Kedia, 54, is President of U.S. Bancorp and a member of U.S. Bancorp’s Board of Directors.

Ms. Kedia has served as President since May 2024.

In April 2025, she will assume the additional role of Chief Executive Officer.

Courtney Kelso

Ms. Kelso, 47, is Senior Executive Vice President, Head of Payments: Consumer and Small Business of U.S. Bancorp.

Prior to joining U.S. Bancorp, she served as Executive Vice President and Head of Card Products, Global Commercial Services at American Express from February 2021 to February 2024.

From February 2018 to February 2021, she served as Senior Vice President of US Small Business, Co-Brand and Corporate Cards, Global Commercial Services at American Express.

Felicia La Forgia

Ms. La Forgia, 56, is Senior Executive Vice President, Head of the Institutional Client Group (ICG) of U.S. Bancorp.

Ms. La Forgia previously was Executive Vice President from July 2016 to January 2025 and has served as Head of ICG since June 2024.

From June 2020 to June 2024, she served as Head of Corporate Banking of U.S. Bancorp.

Mr. Philipson, 46, is Senior Executive Vice President and Head of Wealth, Corporate, Commercial and Institutional Banking (WCIB).

Mr. Philipson has served as Head of WCIB since June 2024 and Senior Executive Vice President since April 2023.

From April 2023 to June 2024, he served as Head of Global Markets and Specialized Finance of U.S. Bancorp.

Arijit Roy

Mr. Roy previously was Executive Vice President from August 2023 to October 2024 and has served as Head of Consumer and Business Banking Products since July 2024.

Prior to joining U.S. Bancorp, he held various leadership positions at Truist, including Executive Vice President and Head of Consumer Products from April 2022 to July 2022, Executive Vice President of Deposits, Small Business Banking, Strategy and Analytics from July 2021 to April 2022, and Senior Vice President of Strategy, Digital Integration and Transformation from September 2019 to July 2021.

Mr. Runkel, 48, is Senior Executive Vice President, Head of Payments: Merchant and Institutional.

From August 2021 to January 2025, he served as Chief Transformation Officer of U.S. Bancorp.

Previously, he served as Treasurer of U.S. Bancorp from July 2013 to May 2021.

He also served as Vice Chairman and Chief Operating Officer from January 2015 to January 2016 and was U.S. Bancorp’s Vice Chairman and Chief Financial Officer from February 2007 until January 2015.

Until that time, he served as Vice Chairman, Wealth Management and Investment Services, of U.S. Bancorp since the merger of Firstar Corporation and U.S. Bancorp in February 2001.

Previously, he had served as an executive officer of the former U.S. Bancorp, including as Chief Financial Officer from 2000 through 2001.

Previously Mr. Badran served as President of Alibaba’s Alipay business in the Americas from August 2016 until August 2018.

From 2015 to 2016, Mr. Badran served as CEO at Edo Interactive, and from 2011 to 2015, he served as Senior Vice President and General Manager at Digital River.

From April 2018 until August 2020, he served as Senior Vice President and Chief People and Places Officer of the Federal National Mortgage Association (Fannie Mae), having served as Senior Vice President, Human Resources of the DXC Technology Company from April 2017 to March 2018.

Previously, Mr. Barcelos served as Senior Vice President and Head of Human Resources for the Enterprise Services business of Hewlett Packard Enterprise Company from June 2015 to April 2017, and in other human resources senior leadership positions at Hewlett-Packard Company and Hewlett Packard Enterprise Company from July 2009 to June 2015.

He previously served in various leadership roles at Wells Fargo and Bank of America.

From 2001 to 2013, he served as the General Counsel and Secretary of Piper Jaffray Companies.

From 1995 to 2001, Mr. Chosy was Vice President and Associate General Counsel of U.S. Bancorp, having also served as Assistant Secretary of U.S. Bancorp from 1995 through 2000 and as Secretary from 2000 until 2001.

Dominski, Stephen L.

Philipson and Dominic V.

2015, when he joined U.S. Bancorp, until July 2019.

Previously, Mr. Cunningham served in various roles in the marketing department of Target Corporation from January 1998 until March 2015.

From May 2014 until July 2017, he served as Vice President at McKinsey Digital where he helped banks accelerate their digital transformation.

From April 2009 to September 2013, he served as CEO at Compass Labs leading an innovative marketing analytics company.

From March 2006 until April 2008, he served as Director of Products at Google where he led product teams for mobile ads and Google Checkout.

From March 2004 until March 2006, he served as Vice President of PayPal/eBay and on the Board of PayPal Europe, where he was responsible for Payments Services, Risk and Fraud Management.

Previously, Mr. Dilip co-founded and led startup companies CashEdge and CommerceSoft from 1996 until 2003.

From July 2010 to July 2016, he served as Vice Chair, Wealth Management and Investment Services, of U.S. Bancorp.

From September 1998 to July 2010, Mr. Dolan served as U.S. Bancorp’s Controller.

He additionally held the title of Executive Vice President from January 2002 until June 2010 and Senior Vice President from September 1998 until January 2002.

Before joining U.S. Bancorp, Ms. Dominski spent 21 years with Target Corporation in leadership positions including sourcing, merchandising, merchandise planning and operations before moving to Target's Corporate Social Responsibility team, where she served as Senior Director of Education and Community Relations.

From October 2008 until May 2016, she served as Executive Vice President of State Street Corporation where she led the core investment servicing business in North and South America and served as a member of State Street’s management committee, its senior most strategy and policy committee.

Previously, Ms. Kedia was an Executive Vice President of global product management at Bank of New York Mellon from 2004 to 2008 and a Partner and associate at McKinsey from 1996 to 2004.

Shailesh M.

Kotwal

Mr. Kotwal is Vice Chair, Payment Services, of U.S. Bancorp.

From July 2008 until May 2014, he served as Executive Vice President of TD Bank Group with responsibility for retail banking products and services and as Chair of its enterprise payments council.

From 2006 until 2008, he served as President, International, of eFunds Corporation.

Previously, Mr. Kotwal served in various leadership roles at American Express Company from 1989 until 2006, including responsibility for operations in North and South America, Europe and the Asia-Pacific regions.

Previously, he led Credit & Municipal Fixed Income at U.S. Bank and, prior to that, held roles in fixed income and capital markets at Wachovia/Wells Fargo Securities and Morgan Stanley.

Ms. Richard, 55, has served in this position since October 2018.

2018 until October 2018, having served as Senior Vice President and Chief Operational Risk Officer from 2014 until January 2018.

Prior to that time, Ms. Richard held various senior leadership roles at HSBC from 2003 until 2014, including Executive Vice President and Head of Operational Risk and Internal Control at HSBC North America from 2008 to 2014.

Ms. Richard started her career at the Office of the Comptroller of the Currency in 1990 as a national bank examiner.

From February 2011 until December 2013, he served as Senior Vice President and Credit Risk Group Manager of U.S. Bancorp Retail and Payment Services Credit Risk Management, having served as Senior Vice President and Risk Manager of U.S. Bancorp Retail and Small Business Credit Risk Management from June 2009 until February 2011.

From March 2005 until May 2009, he served as Vice President and Risk Manager of U.S. Bancorp.

Previously, he served as Treasurer from July 2013 to May 2021 and has held various other leadership positions in his nearly 25 years at U.S. Bancorp.

Mr. Venturo, 57, has served in this position since July 2020.

[removed: Information] [added: Additional information] in response to this Item 12 can be found in the Proxy Statement under the [removed: headings "Equity compensation plan information" and] [added: heading] “Security ownership of certain beneficial owners and management.” That information is incorporated into this report by reference.

Equity Compensation Plan Information

The following table summarizes information regarding the Company’s equity compensation plans in effect as of December 31, 2024:

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | | | | |

| Equity compensation plans approved by security holders | | | | | | | | | | | | 46,491,070 | | | (a) | | |

| Stock options | | | 2,048,247 | | | (b) | | | $ | 46.49 | | | | | | | |

| Restricted stock units and performance-based restricted stock units | | | 9,241,387 | | | (c) | | | — | | | | | | | | |

| Equity compensation plans not approved by security holders | | | 484,572 | | | (d) | | | — | | | — | | | | | |

| Total | | | 11,774,206 | | | | | | | | | 46,491,070 | | | | | |

*(a)The 46,491,070 shares of the Company’s common stock available for future issuance are reserved under the U.S. Bancorp 2024 Stock Incentive Plan (the “2024 Plan”).

Future awards under the 2024 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, stock awards, or other stock-based awards.*

*(b)Includes shares of the Company’s common stock underlying stock options granted under the U.S. Bancorp 2015 Stock Incentive Plan (the “2015 Plan”) and the U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan (the “2007 Plan”).*

*(c)Includes shares of the Company's common stock underlying performance-based restricted stock units (awarded to the members of the Company's Managing Committee and settled in shares of the Company's common stock on a one-for-one basis) and restricted stock units (settled in shares of the Company's common stock on a one-for-one basis) under the 2024 Plan, the 2015 Plan, the 2007 Plan and the U.S. Bancorp 2001 Stock Incentive Plan, as amended.

No exercise price is paid upon vesting, and thus, no exercise price is included in the table.*

*(d)Shares of the Company’s common stock that are issuable pursuant to various active and frozen deferred compensation plans of U.S. Bancorp and its predecessor entities that provide distribution of deferred compensation deemed to be invested in U.S. Bancorp stock in the form of shares of U.S. Bancorp common stock, unless the Company chooses cash payment.

No exercise price is paid when shares are issued pursuant to the deferred compensation plans.*

*The active deferred compensation plans allow, and the frozen deferred compensation plans previously permitted, non-employee directors and eligible employees, including members of senior management, to defer all or part of their compensation until the earlier of retirement or termination of employment.

Deferral elections are irrevocable.

Under the plans, the deferred compensation is deemed to be invested in one of several investment alternatives at the option of the participant, including shares of U.S. Bancorp common stock.

Amounts deferred are credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more of the hypothetical investment alternatives selected by the plan participant.*

*The 484,572 shares included in the table assume that participants in the plans with amounts deemed to be invested in the Company's common stock as of December 31, 2024 had received all such amounts in shares of the Company's common stock on December 31, 2024.

The U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement) and the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement) are the Company's only deferred compensation plans under which compensation may currently be deferred.*

Additional Information

- U.S. Bancorp Consolidated Balance Sheet as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

- U.S. Bancorp Consolidated Statement of Income for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

- U.S. Bancorp Consolidated Statement of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

- U.S. Bancorp Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

- U.S. Bancorp Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 2023][added: 2024]

All financial statement schedules for the Company have been included in the [removed: consolidated financial statements] [added: Consolidated Financial Statements] or the related [removed: footnotes,] [added: Notes,] or are either inapplicable or not required.

| 4.2 | | | [Description of U.S. Bancorp’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-42xdescriptionofregiste.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx42descriptionofusb.htm)] | | |

| (1)(2)10.6 | | | [U.S. Bank Executive Employees Deferred Compensation Plan (2005 Statement). Filed as Exhibit 4.1 to Form [removed: S-8 filed] [added: S-8](https://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm) [(File No. 333-268116)](https://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm) [filed] on November 2, 2022](https://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm). | | |

| [removed: (1)(2)10.9(a)] [added: (1)(2)10.18] | | | [Form of [removed: Director] Restricted Stock Unit Award Agreement [added: for Executive Officers] under U.S. Bancorp [removed: 2001] [added: 2015] Stock Incentive [removed: Plan.] [added: Plan (used for grants made](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm) [January 1, 2021](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm)[\-December 31, 2023](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm)[).] Filed as Exhibit [removed: 10.5] [added: 10.31] to Form [removed: 10-Q] [added: 10-K] for the [removed: quarterly period] [added: year] ended [removed: September 30, 2004.](https://www.sec.gov/Archives/edgar/data/36104/000095013404016891/c89012exv10w5.htm)] [added: December 31, 2020.](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm)] | | |

| [removed: (1)(2)10.9(b)] [added: (1)(2)10.10] | | | [Form of [removed: Amendment to Director] Restricted Stock Unit Award [removed: Agreements] [added: Agreement for Non-Employee Directors] under U.S. Bancorp [removed: 2001] [added: Amended and Restated 2007] Stock Incentive [removed: Plan dated as of December] [added: Plan](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w11wa.htm) [(](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w11wa.htm)[used](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w11wa.htm) [for grants made January 1, 2009-December] 31, [removed: 2008.] [added: 2013)](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w11wa.htm)[.] Filed as Exhibit [removed: 10.5(b)] [added: 10.11(a)] to Form 8-K filed on January 7, [removed: 2009.](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w5wb.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w11wa.htm)] | | |

| [removed: (1)(2)10.10] [added: (1)(2)10.9] | | | [U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on April 20, 2010.](https://www.sec.gov/Archives/edgar/data/36104/000095012310036256/c99357exv10w1.htm) | | |

| (1)(2)10.11 | | | [Form of [removed: Non-Qualified] [added: Restricted] Stock [removed: Option] [added: Unit Award] Agreement for [removed: Executive Officers (as approved January 16, 2012)] [added: Non-Employee Directors] under U.S. Bancorp Amended and Restated 2007 Stock Incentive [removed: Plan.] [added: Plan](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm) [(](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm)[used](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm) [for grants made January](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm) [1, 2014-April 20, 2015)](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm)[.] Filed as Exhibit [removed: 10.2] [added: 10.37] to Form [removed: 8-K filed on January 18, 2012.](https://www.sec.gov/Archives/edgar/data/36104/000119312512015487/d283479dex102.htm)] [added: 10-K for the year ended December 31, 2013.](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm)] | | |

| (1)(2)10.13 | | | [Form of [removed: Non-Qualified] Stock Option [added: Award] Agreement for Executive Officers [removed: (as approved December 9, 2013)] under U.S. Bancorp [removed: Amended and Restated 2007] [added: 2015] Stock Incentive [removed: Plan.] [added: Plan (](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm)[used](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm) [for grants made](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm) [April 21, 2015-December 31,](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm) [2016).] Filed as Exhibit [removed: 10.2] [added: 10.4] to Form 8-K filed on [removed: December 13, 2013.](https://www.sec.gov/Archives/edgar/data/36104/000119312513473235/d642729dex102.htm)] [added: April 23, 2015.](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm)] | | |

| (1)(2)10.14 | | | [Form of [removed: Non-Qualified] Stock Option [added: Award] Agreement for Executive Officers under U.S. Bancorp [removed: Amended and Restated 2007] [added: 2015] Stock Incentive Plan [removed: to be used after December] [added: (used for grants made](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1044.htm) [January 1, 2017](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1044.htm)[\-December] 31, [removed: 2014.] [added: 2017](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1044.htm)[).] Filed as Exhibit [removed: 10.2] [added: 10.44] to Form [removed: 8-K filed on] [added: 10-K for the year ended] December 31, [removed: 2014.](https://www.sec.gov/Archives/edgar/data/36104/000119312514457955/d844653dex102.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1044.htm)] | | |

| [removed: (1)(2)10.15] [added: (1)(2)10.16] | | | [Form of [removed: 2007] Restricted Stock Unit Award Agreement for Non-Employee Directors under U.S. Bancorp [removed: Amended and Restated 2007] [added: 2015] Stock Incentive [removed: Plan.] [added: Plan (used for grants made](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm) [January 1, 2017](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm)[\-April 15, 2024](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm)[).] Filed as Exhibit [removed: 10.1] [added: 10.42] to Form [removed: 10-Q/A] [added: 10-K] for the [removed: quarterly period] [added: year] ended [removed: September 30, 2007.](https://www.sec.gov/Archives/edgar/data/36104/000095012407005969/c19210a1exv10w1.htm)] [added: December 31, 2016.](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm)] | | |

| [removed: (1)(2)10.16] [added: (1)(2)10.15] | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under U.S. Bancorp [removed: Amended and Restated 2007] [added: 2015] Stock Incentive Plan [removed: to be used after December 31, 2008.] [added: (](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d2.htm)[used](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d2.htm) [for grants made](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d2.htm) [April 21, 2015-December 31,](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d2.htm) [2016).] Filed as Exhibit [removed: 10.11(a)] [added: 10.2] to Form 8-K filed on [removed: January 7, 2009.](https://www.sec.gov/Archives/edgar/data/36104/000095012309000174/c48479exv10w11wa.htm)] [added: April 23, 2015.](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d2.htm)] | | |

| (1)(2)10.17 | | | [Form of [added: Performance] Restricted Stock Unit Award Agreement for [removed: Non-Employee Directors] [added: Executive Officers] under U.S. Bancorp [removed: Amended and Restated 2007] [added: 2015] Stock Incentive Plan [removed: to be used after December] [added: (used for grants made](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm) [January 1, 2021](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm)[\-December] 31, [removed: 2013.] [added: 2023](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm)[).] Filed as Exhibit [removed: 10.37] [added: 10.30] to Form 10-K for the year ended December 31, [removed: 2013.](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm)] [added: 2020.](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm)] | | |

| [removed: (1)(2)10.18] [added: (1)(2)10.12] | | | [U.S. Bancorp 2015 Stock Incentive Plan. Filed as Exhibit 10.1 to Form 8-K filed on April 23, 2015.](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d1.htm) | | |

| (1)(2)10.19 | | | [Form of [added: Performance Restricted] Stock [removed: Option] [added: Unit] Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan [removed: (in use] [added: (used] for grants made [removed: through 2016).] [added: January 1, 2024-April 15, 2024).] Filed as Exhibit [removed: 10.4] [added: 10.30] to Form [removed: 8-K filed on April 23, 2015.](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm)] [added: 10-K for the year ended December 31, 2023.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-1030formofperformancere.htm)] | | |

| (1)(2)10.20 | | | [Form of [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made [removed: after] January 1, [removed: 2017).] [added: 2024-April 15, 2024).] Filed as Exhibit [removed: 10.44] [added: 10.31] to Form 10-K for the year ended December 31, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1044.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-1031formofrestrictedsto.htm)] | | |

| [removed: (1)(2)10.21] [added: (1)(2)10.24] | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under U.S. Bancorp [removed: 2015] [added: 2024] Stock Incentive Plan [removed: (in use] [added: (used] for grants made [removed: through 2016).] [added: after April 16, 2024).] Filed as Exhibit [removed: 10.2] [added: 4.6] to Form [removed: 8-K] [added: S-8 (File No. 333-278752)] filed on April [removed: 23, 2015.](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d2.htm)] [added: 17, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000119312524098825/d787451dex46.htm)] | | |

| [removed: (1)(2)10.22] [added: (2)10.26] | | | [Form of Restricted Stock Unit Award Agreement for [removed: Non-Employee Directors] [added: Executive Officers] under U.S. Bancorp [removed: 2015] [added: 2024] Stock Incentive Plan (used for grants made after January 1, [removed: 2017). Filed as Exhibit 10.42 to Form 10-K for the year ended December 31, 2016.](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm)] [added: 2025).](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1026formofrestrict.htm)] | | |

| (1)(2)10.23 | | | [Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp [removed: 2015] [added: 2024] Stock Incentive Plan (used for grants made [removed: during 2019).] [added: April 16, 2024-December 31, 2024).] Filed as Exhibit [removed: 10.34] [added: 4.5] to Form [removed: 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/36104/000119312519047201/d584906dex1034.htm)] [added: S-8 (File No. 333-278752) filed on April 17, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000119312524098825/d787451dex45.htm)] | | |

| [removed: (1)(2)10.24] [added: (2)10.25] | | | [Form of [added: Performance] Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp [removed: 2015] [added: 2024] Stock Incentive Plan (used for grants made [added: after] January 1, [removed: 2018 – June 30, 2018). Filed as Exhibit 10.40 to Form 10-K for the year ended December 31, 2017.](https://www.sec.gov/Archives/edgar/data/36104/000119312518053893/d492040dex1040.htm)] [added: 2025).](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1025formofperforma.htm)] | | |

| [removed: (1)(2)10.25] [added: (1)(2)10.22] | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp [removed: 2015] [added: 2024] Stock Incentive Plan (used for grants made [removed: July 1, 2018 – December] [added: April 16, 2024-December] 31, [removed: 2019).] [added: 2024).] Filed as Exhibit [removed: 10.1] [added: 4.4] to Form [removed: 10-Q for the quarterly period ended June 30, 2018.](https://www.sec.gov/Archives/edgar/data/36104/000119312518236628/d602654dex101.htm)] [added: S-8 (File No. 333-278752) filed on April 17, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000119312524098825/d787451dex44.htm)] | | |

| 13 | | | [removed: [2023 Annual] [added: [202](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/usb-20241231_d2.htm)[4](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/usb-20241231_d2.htm) [Annual] Report, pages 21 [removed: through 158.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/usb-20231231_d2.htm)] [added: through](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/usb-20241231_d2.htm) [154](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/usb-20241231_d2.htm)[.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/usb-20241231_d2.htm)] | | |

| 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-21subsidiariesoftheregi.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx21subsidiariesofth.htm)] | | |

| 23 | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-23consentofernstyoungllp.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx23consentofernstyo.htm)] | | |

| 24 | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-24powerofattorney.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx24powerofattorney.htm)] | | |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-311certificationofchief.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx311certificationof.htm)] | | |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-312certificationofchief.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx312certificationof.htm)] | | |

| 32 | | | [Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-32certificationofchiefe.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx32certificationofc.htm)] | | |

| [removed: 97] [added: (1)97] | | | [U.S. Bancorp Incentive-Based Compensation Recovery Policy, dated as of December 1, [added: 2023. Filed as Exhibit 97 to Form 10-K for the year ended December 31,] 2023.](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-97incentivexbasedcompen.htm) | | |

| 101 | | | The following financial statements from the Company’s Annual Report for the year ended December 31, [removed: 2023,] [added: 2024,] formatted in Inline XBRL: (i) Consolidated Balance Sheet, (ii) Consolidated Statement of Income, (iii) Consolidated Statement of Comprehensive Income, (iv) Consolidated Statement of Shareholders’ Equity, (v) Consolidated Statement of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | | |

The Company will furnish copies of any such appendix to the [removed: U.S. Securities and Exchange Commission] [added: SEC] upon its request.*

| (2)10.5(c) | | | [2025 Amendment of U.S. Bancorp Executive Employees Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx105c2025amendmento.htm) | | |

| (2)10.7(c) | | | [2025 Amendment of U.S. Bancorp Outside Directors Deferred Compensation Plan.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx107c2025amendmento.htm) | | |

| (2)10.8(d) | | | [Third Amendment of the U.S. Bank Outside Directors Deferred Compensation Plan (2005 Statement).](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx108dthirdamendment.htm) | | |

| (1)(2)10.21 | | | [U.S. Bancorp 2024 Stock Incentive Plan. Filed as Exhibit 4.3 to Form S-8 (File No. 333-278752) filed on April 17, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000119312524098825/d787451dex43.htm) | | |

| 19 | | | [U.S. Bancorp Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx19usbancorpinsider.htm) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| (1)(2)10.12 | | | [Form of Non-Qualified Stock Option Agreement for Executive Officers (as approved November 14, 2012) under U.S. Bancorp Amended and Restated 2007 Stock Incentive Plan. Filed as Exhibit 10.2 to Form 8-K filed on November 19, 2012.](https://www.sec.gov/Archives/edgar/data/36104/000119312512475762/d441584dex102.htm) | | |

| (1)(2)10.26 | | | [Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made during 2020). Filed as Exhibit 10.36 to Form 10-K for the year ended December 31, 2019.](https://www.sec.gov/Archives/edgar/data/36104/000119312520043622/d597518dex1036.htm) | | |

| (1)(2)10.27 | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made during 2020). Filed as Exhibit 10.37 to Form 10-K for the year ended December 31, 2019.](https://www.sec.gov/Archives/edgar/data/36104/000119312520043622/d597518dex1037.htm) | | |

| (1)(2)10.28 | | | [Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January 1, 2021). Filed as Exhibit 10.30 to Form 10-K for the year ended December 31, 2020.](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm) | | |

| (1)(2)10.29 | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January 1, 2021). Filed as Exhibit 10.31 to Form 10-K for the year ended December 31, 2020.](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm) | | |

| (2)10.30 | | | [Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January 1, 2024).](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-1030formofperformancere.htm) | | |

| (2)10.31 | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants made after January 1, 2024).](https://www.sec.gov/Archives/edgar/data/36104/000003610424000018/ex-1031formofrestrictedsto.htm) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on February [removed: 20, 2024,] [added: 21, 2025,] on its behalf by the undersigned, thereunto duly authorized.

| | | | | | | [removed: Chairman, President] [added: Chairman] and Chief Executive Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 20, 2024,] [added: 21, 2025,] by the following persons on behalf of the registrant and in the capacities indicated.

| [removed: Chairman, President] [added: Chairman] and Chief Executive Officer, Director (principal executive officer) | | |

| KIMBERLY N. [removed: ELLISON\-TAYLOR*] [added: ELLISON-TAYLOR*] | | |

Dated: February [removed: 20, 2024][added: 21, 2025]

| ALEEM GILLANI* | | |

| Aleem Gillani, Director | | |

| /s/ GUNJAN KEDIA | | |

| Gunjan Kedia, Director | | |

| | | |

| | | |