U.S. Bancorp (USB) 10-K risk factor changes: FY2025 vs FY2024

Information in response to this Item 1A can be found in the [removed: 2024] [added: 2025] Annual Report on pages [removed: 136] [added: 135] to [removed: 151] [added: 150] 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: 2024] [added: 2025] Annual Report on pages 22 to [removed: 56] [added: 59] 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: 2024] [added: 2025] Annual Report on pages [removed: 33] [added: 31] to [removed: 53] [added: 52] under the heading “Corporate Risk Profile.” That information is incorporated into this report by reference.

These forward-looking statements cover, among other things, future economic conditions and the anticipated future revenue, expenses, financial condition, asset quality, capital and liquidity levels, plans, [removed: prospects] [added: prospects, targets, initiatives] and operations of U.S. Bancorp.

- Deterioration in general [removed: business] [added: business, political] and economic conditions or turbulence in domestic or global financial markets, which could adversely affect U.S. Bancorp’s revenues and the values of its assets and liabilities, reduce the availability of funding to certain financial institutions, lead to a tightening of credit, and increase stock price volatility;

- Actions taken by governmental agencies to stabilize [added: or reform] the financial system and the effectiveness of such actions;

- Changes to statutes, regulations, or regulatory policies or practices, including capital and liquidity [removed: requirements,] [added: requirements] and [added: any credit card interest caps, and] the enforcement and interpretation of such laws and regulations, and U.S. Bancorp’s ability to address or satisfy those requirements and other requirements or conditions imposed by regulatory entities;

- Management’s ability to effectively manage credit risk, market risk, operational risk, compliance risk, strategic risk, interest rate [removed: risk, liquidity] risk and [removed: reputation] [added: liquidity] risk; and

- The risks and uncertainties more fully discussed in the section entitled “Risk Factors” of the [removed: 2024] [added: 2025] Annual Report.

U.S. Bancorp’s banking subsidiary, [removed: USBNA,] [added: U.S. Bank National Association (“USBNA”),] is engaged in the general banking business, principally in domestic markets, and holds all of the Company’s consolidated deposits of [removed: $518.3] [added: $522.2] billion at December 31, [removed: 2024.][added: 2025.]

Banking and investment services are provided through a network of branches and banking offices across the United States, primarily in the Midwest and West regions, including [removed: 2,165] [added: 2,075] branches across 26 states as of December 31, [removed: 2024.][added: 2025.]

The Company operates a network of [removed: 4,489] [added: 4,428] ATMs as of December 31, [removed: 2024,] [added: 2025,] and provides 24-hour, seven day a week telephone customer service.

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

Treasury and Corporate Support includes the Company’s investment portfolios, funding, capital management, interest rate risk management, income taxes not allocated to the business [removed: lines,] [added: segments,] 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: 54] [added: 53] to [removed: 56] [added: 54] of the Company’s [removed: 2024] [added: 2025] Annual Report under the heading “Business Segment Financial Review,” which is incorporated herein by reference.

To further those efforts, the Company is committed to supporting employees’ professional development through programs that promote engagement, learning and productivity and [added: by] providing pay that is competitive and fair, as well as other benefits and programs that promote wellness.

As of December 31, [removed: 2024,] [added: 2025,] the Company employed a total of [removed: 70,263] [added: 68,520] employees globally.

During [removed: 2024,] [added: 2025,] employees completed over [removed: 1.8] [added: 1.7] million hours of training through the Company’s enterprise learning programs to better support their professional development and customer and business needs.

The financial services industry is highly [removed: competitive.][added: competitive and constantly evolving.]

The Company competes with other commercial banks, savings and loan associations, mutual savings banks, finance companies, mortgage banking companies, credit unions, investment companies, credit card [removed: companies] [added: companies, custody banks, trust companies, asset managers, investment advisers] and a variety of other financial services, advisory and technology companies.

[removed: In recent years, competition] [added: Competition] has [added: also] increased from [removed: institutions] [added: companies that are] not subject to the same regulatory restrictions as domestic banks and bank holding companies, including by financial technology companies, or “fintechs,” which may offer bank-like products or services that compete directly with the Company’s products and services.

Competition is based on a number of [removed: factors,] [added: factors] including, among others, customer service, quality and range of products and services offered, price, reputation, interest rates on loans and deposits, lending [removed: limits] [added: limits, experience, relationships] and customer convenience, including the ability to address customer needs by using technology to provide products and services that customers want to adopt.

The Company’s ability to continue to compete effectively also depends in large part on its ability to attract new employees and [added: develop,] retain [added: 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 [removed: changes] [added: changes, executive actions,] and [removed: by] policies of various regulatory authorities of the United States and the numerous states and foreign countries in which they operate.

As a BHC with over $100 billion in total consolidated assets, the Company is subject to the [removed: Dodd-Frank Act’s] enhanced prudential [removed: standards,] [added: standards of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),] as applied to “Category III” institutions under the federal banking regulators’ rules that tailor how enhanced prudential standards apply to large U.S. banking organizations (the “Tailoring Rules”).

[removed: *Supervisory Ratings*] [added: Supervisory Ratings] Federal banking regulators regularly examine the Company and its insured depository institution subsidiary, USBNA.

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

At December 31, [removed: 2024,] [added: 2025,] the Company exceeded these minimum capital ratio requirements.

As of December 31, [removed: 2024,] [added: 2025,] the SCB applicable to the Company is [removed: 3.1] [added: 2.6] percent, [removed: an increase] [added: a decrease] from the SCB of [removed: 2.5] [added: 3.1] percent that applied to the Company at December 31, [removed: 2023.][added: 2024.]

If the Federal Reserve were to raise the countercyclical capital buffer, or if the SCB applicable to the Company were to exceed [removed: 3.1] [added: 2.6] percent, this would also change the effective minimum capital ratios to which the Company is subject.

At December 31, [removed: 2024,] [added: 2025,] the Company exceeded the applicable minimum tier 1 leverage ratio and SLR requirements.

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-][added: available-for-sale securities being included in the calculation of the Company’s regulatory capital ratios.]

The [removed: Company continues to evaluate the potential] effects of [removed: the proposed rule, and the effects] [added: these proposals] on the Company will depend on the final form of any rulemaking.

For additional information regarding the Company’s regulatory capital, see “Capital Management” in the [removed: 2024] [added: 2025] Annual Report.

The stress test is based on the OCC’s stress scenarios (which [removed: are] typically [added: have been] the same as the Federal Reserve’s stress scenarios) and capital actions that are appropriate for the economic conditions assumed in each scenario.

In November 2023, the FDIC released a final rule to impose a special assessment to recover the losses to the DIF resulting from failures of other banking institutions during [removed: 2023.][added: 2023 (Special Assessment Rule).]

As a result of this rule, the Company recognized additional noninterest expense of $136 million [removed: and $734 million] in 2024 [removed: and 2023, respectively,] for the FDIC special assessment.

[removed: If the Federal Reserve and the FDIC jointly determine that the resolution plan is not credible and such deficiencies are not cured in a] timely manner, the regulators may jointly impose on the Company more stringent capital, leverage or liquidity requirements or restrictions on the Company’s growth, activities or operations.

USBNA is also required to file periodically separate resolution plans with the FDIC that should enable the FDIC, as receiver, to resolve USBNA under applicable receivership provisions of the Federal Deposit Insurance Act in a manner that ensures that depositors receive access to their insured deposits within one business day of the institution’s failure, maximizes the net present [added: value return from the sale or disposition of its assets and minimizes the amount of any loss to the institution’s creditors.]

USBNA [removed: is required to file] [added: filed] its [removed: next] initial interim supplement [removed: on or before] [added: in] July [removed: 1, 2025,] [added: 2025] and [added: is required to file] its next full resolution plan on or before July 1, 2026.

USBNA’s most recent recovery plan was reviewed and approved pursuant to these guidelines in December [removed: 2024.][added: 2025.]

[removed: In] June 2021, the Financial Crimes Enforcement Network, a bureau of the U.S. Department of the Treasury (“FinCEN”), issued the priorities for anti-money laundering and countering the financing of terrorism policy required under the AMLA.

[added: The OCC assesses] USBNA on its record in meeting the credit needs of the community served by USBNA, including low- and moderate-income neighborhoods.

- Turmoil and volatility in the financial services industry;

- Increased competitive pressure;

- Effects of mergers and acquisitions, such as the pending acquisition of Condor Trading LP and its subsidiaries, including BTIG, LLC (collectively, “BTIG”), and related integration, including that the expected benefits may take longer than anticipated to achieve or may not be achieved in entirety or at all and the costs relating to the combination may be greater than expected;

Pending Acquisition of BTIG

In January 2026, the Company announced that it entered into a definitive agreement to acquire BTIG for a purchase price of up to $1 billion, consisting of a targeted amount of $725 million ($362.5 million of cash and 6,600,594 shares of the Company’s common stock) to be paid at closing and up to an additional $275 million of cash consideration payable over three years, subject to achievement of defined performance targets.

BTIG is a global financial services firm specializing in institutional trading, investment banking, research and related brokerage services.

The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and satisfaction of applicable closing conditions.

devices, distributed mortgage loan officers, and intermediary relationships including auto dealerships, mortgage banks, and strategic business partners.

In 2025, the Company hosted its second annual development event for all employees, which focused on topics ranging from communications to the future of banking.

The Company also launched a new learning platform through its Skills Academy, providing higher quality learning aligned to critical skills.

The new learning platform will be leveraged to augment skill development for role training programs and will provide core training for job family skill development needs.

The Company also launched an “AI Essentials Channel” on Skills Academy, which is designed to help team members build skills in effectively using Company-approved artificial intelligence tools in their daily work.

The financial services industry continues to become more competitive as new technological advances enable more companies to provide financial products and services, including electronic and internet-based financial solutions such as lending and payment solutions, digital currencies, digital wallets and alternative payment methods.

Legislative, regulatory, economic, and technology changes, as well as consolidation within the financial services industry, could result in increased competition from new and existing market participants.

On November 5, 2025, the Federal Reserve adopted certain amendments to the Large Financial Institution Rating System, including revising how certain component ratings impact the determination of a covered firm’s “well-managed” status and removing the presumption that firms

with certain rating or ratings will be subject to a formal or informal enforcement action by the Federal Reserve.

The potential effects such amendments may have on a covered firm will depend on factors including the supervisory ratings received by a subsidiary depository institution and the implementation of reforms to the bank supervisory process by the federal banking regulators.

In December 2025, the OCC proposed to increase the

average total consolidated assets threshold at which the guidelines apply to covered banks from $50 billion to $700 billion.

The effect on USBNA, including applicability should the Company transition to Category II under the Tailoring Rules, will be dependent on the final form of any rulemaking.

On April 17, 2025, the Federal Reserve issued a proposed rule that would result in the SCB being calculated based on an average of a firm’s stress test results over two consecutive years, which is intended to reduce volatility in firms’ capital requirements.

However, the federal banking regulators have indicated they expect to issue a revised proposal, which is expected to modify aspects of the July 2023 proposal, including those described above.

In October 2025, the Federal Reserve issued two proposals to revise its supervisory stress testing framework.

One proposal requested comment on the Federal Reserve’s stress test models and related revisions intended to increase the transparency of the Federal Reserve’s stress test scenario design, and proposes an enhanced disclosure process that would include public comment on material model changes and annual stress test scenarios.

The second, separate proposal requested comment on the Federal Reserve’s proposed scenarios for its 2026 supervisory stress tests and the models used to generate the scenarios, which are designed based on proposed revisions to the Federal Reserve’s Scenario Design Policy Statement.

In December 2025, the FDIC released an interim final rule that reduces the assessment rate for the eighth collection quarter under the Special Assessment Rule and indicates that the FDIC will not continue to collect additional assessments under the Special Assessment Rule subject to offset or additional collection for losses determined at the termination of the relevant receiverships.

If the Federal Reserve and the FDIC jointly determine that the resolution plan is not credible and such deficiencies are not cured in a

The Company submitted its triennial plan in October 2025.

In October 2025, the OCC proposed a rule that would rescind its recovery planning guidelines.

If finalized, USBNA would cease to be subject to recovery planning requirements.

In

However, the final rule was paused in 2024 as the result of a court ordered injunction.

In July 2025, the agencies proposed a rule to rescind the revised CRA framework and to replace it with the framework that existed prior to the 2023 rule.

In addition, in January 2026, the Company announced the pending acquisition of Condor Trading LP.

The acquisition is expected to close in the second quarter of 2026, after which Condor Trading LP’s subsidiary, BTIG, LLC, will become a broker-dealer subsidiary of the Company and will be subject to the regulatory framework described above.

*Digital Assets* In July 2025, the President signed into law the “Guiding and Establishing National Innovation for U.S. Stablecoins Act” or the “GENIUS Act.” The GENIUS Act establishes a regulatory framework for “payment stablecoins” and their issuers.

The GENIUS Act permits payment stablecoins to be issued in the United States only by “permitted payment stablecoin issuers”, including the subsidiary of an insured depository institution such as USBNA.

The GENIUS Act requires the U.S. Department of the Treasury and federal and state regulators to issue regulations on numerous topics to interpret and implement the statute.

The effect of the GENIUS Act on the Company and USBNA will depend on the final form of any regulations and cannot be predicted at this time.

In addition, although the federal banking regulators have not developed regulations governing the digital asset activities of banking organizations, the OCC has clarified that certain digital assets activities of national banks are permissible subject to safety-and-soundness standards and the OCC’s prior approval.

- Turmoil and volatility in the financial services industry, including failures or rumors of failures of other depository institutions, which could affect the ability of depository institutions, including U.S. Bank National Association ("USBNA"), to attract and retain depositors, and could affect the ability of financial services providers, including U.S. Bancorp, to borrow or raise capital;

- 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 adverse developments affecting the banking sector;

- Increased competition from both banks and non-banks;

- Effects of mergers and acquisitions and related integration;

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.

The Company conducts job skills and customer interaction training for its frontline employees that focuses on building skills to serve all the Company's customers.

In addition, every employee is automatically included in the Company’s Development Network that provides all employees with opportunities to network, learn, develop leadership skills and contribute to the Company and its communities.

Succession planning and talent development processes remain a top priority for the Company along with continuous improvements to its training and development programs.

The financial services industry continues to undergo rapid technological change with frequent introductions of new technology-driven products and services, including innovative ways that customers can make payments or manage their accounts, such as through the use of mobile payments, digital wallets or digital currencies.

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

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.

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

In 2020, the United States federal banking agencies adopted a rule that allowed banking organizations, including the Company and USBNA, to elect to delay temporarily the estimated effects of adopting the current expected credit loss accounting standard (“CECL”) on regulatory capital until January 2022 and subsequently to phase in the effects through January 2025.

Through the 2024 stress test cycle, the Federal Reserve has not yet incorporated CECL into the calculation of the allowance for credit losses in supervisory stress tests, and the Federal Reserve issued guidance in October 2024 to indicate that it will maintain the current framework for allowance for credit losses in the supervisory stress test through the 2025 stress test cycle.

For further discussion of CECL, see Notes 1 and 5 of the Notes to Consolidated Financial Statements in the 2024 Annual Report.

The Company and USBNA elected to delay and subsequently phase in the regulatory capital impact of CECL in accordance with this 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.

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

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.

The OCC assesses

The final rule is intended, among other things, to strengthen the achievement of the core purpose of the CRA, to adapt to changes in the banking industry, including the expanded role of mobile and online banking, and to tailor performance standards to account for differences in bank size and business models.

The final rule tracks the proposed rule issued by the agencies in May 2022 and adjusts CRA evaluations based on bank size and type, with many of the changes applying only to banks with over $2 billion in assets and several applying only to banks with over $10 billion in assets, such as USBNA.

The final rule introduces major changes to the CRA regulatory framework, including: (i) the delineation of assessment areas outside a bank’s traditional physical footprint; (ii) the overall evaluation framework and performance standards and metrics; (iii) the definition of community development activities; and (iv) data collection and reporting.

The final rule became effective on April 1, 2024, but has been paused subject to a court ordered injunction, and most provisions of the rule will not become applicable until after January 1, 2026, pending the outcome of litigation on the final rule.

The Company continues to evaluate the effect of the final rule on USBNA, and any effects may depend on further guidance from the regulators with respect to interpretive and implementation-related issues that may arise.

In July 2023, the SEC finalized amendments to the rules that govern money market funds.

These amendments, among other things, increased liquidity requirements for money market funds by requiring funds to hold greater proportions of their total assets in securities that can be liquidated in one business day, and require institutional prime and institutional tax-exempt money market funds to impose liquidity fees on investors that redeem their investments during times of stress.

The process of drafting and finalizing implementing regulations for the CCPA is ongoing.

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.

Information in response to this Item 3 can be found in Note 22 of the Notes to Consolidated Financial Statements included in the [removed: 2024] [added: 2025] Annual Report under the heading, “Litigation and Regulatory Matters.” That information is incorporated into this report by reference.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June [removed: 28, 2024,] [added: 30, 2025,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $62.0] [added: $70.5] billion based on the closing sale price as reported on the New York Stock Exchange.

| Class | | | Outstanding at January 31, [removed: 2025] [added: 2026] | | |

| Common Stock, $.01 par value per share | | | [removed: 1,559,887,453] [added: 1,553,695,799] | | |

| 1.Portions of the Annual Report to Shareholders for the Fiscal Year Ended December 31, [removed: 2024] [added: 2025] (the [removed: “2024] [added: “2025] Annual Report”) | | | Parts I and II | | |

| 2.Portions of the Proxy Statement for the Annual Meeting of Shareholders to be held April [removed: 15, 2025] [added: 21, 2026] (the “Proxy Statement”) | | | Part III | | |

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

Generally, each of the ERC and [removed: ISRC] [added: CTGC] meet at least monthly.

In this model, specific to cybersecurity threats, the first line of defense is [removed: Information Security Services (ISS),] [added: ISS,] which is responsible for identifying and implementing cybersecurity controls in accordance with policy requirements and industry best practices, to meet regulatory requirements and to safeguard the business.

The second line of defense, Cybersecurity Risk Oversight within the Company's Operational Risk Management group, provides reporting and escalation of emerging risks related to cybersecurity and other concerns to senior management, the ERC, the [removed: ISRC,] [added: CTGC,] other designated senior operating committees, and the Risk Management Committee of the Board of Directors.

[removed: The third line of defense,] the Company’s [removed: 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 challenges and recommendations for improvement.

During the fiscal year ended December 31, [removed: 2024,] [added: 2025,] the Company has not identified any specific risks from cybersecurity threats that have materially affected, or are reasonably likely to affect, the [removed: Company’s] [added: Company and its] business strategy, results of operations, or financial condition, other than the risks described under “Risk Factors – Operations and Business Risk” in the [removed: 2024] [added: 2025] Annual Report.

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 [added: cybersecurity threats to third-party service providers.]

The Board’s Risk Management [removed: Committee, with support from its Cybersecurity and Technology Subcommittee,] [added: Committee] has primary oversight responsibility for cybersecurity risk, including risks from any cybersecurity threats.

The Board’s Risk Management Committee and Audit Committee also hold a joint meeting annually at which they receive a report from the Company’s [removed: CISO] [added: co-CISOs] on cybersecurity threats facing the Company and its preparedness to meet and respond to those threats.

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

The members of the Company’s management [removed: that] [added: who] are primarily responsible for assessing and managing risks from cybersecurity threats, including monitoring risk appetite metrics and limits related to cybersecurity, include the Company’s [removed: CISO,] [added: co-CISOs,] Chief Risk Officer, and Chief Information and Technology Officer.

The Company’s [removed: CISO is] [added: co-CISOs are] primarily responsible for the implementation of defense capabilities and risk mitigation strategies.

The [removed: CISO is] [added: co-CISOs are] supported by [removed: his] [added: their] direct reports and [removed: their] teams, many of whom hold cybersecurity-related certifications.

[removed: Venkatachari Dilip, the Company’s Senior Executive Vice President and Chief Information and Technology Officer,] [added: Mr. Dilip] has oversight of technology-related risk management issues and controls that align to the NIST CSF.

Mr. Dilip [removed: previously was an Executive Vice President from September 2018 to April 2023 and] has served as Chief Information and Technology Officer since joining the Company in September [removed: 2018.][added: 2018 and has more than 20 years of relevant experience in this field.]

The [removed: CISO] [added: co-CISOs] and [removed: his] [added: their] leadership team generally meet each business day to discuss security item triage and emerging threats and trends identified by the Threat Intelligence Team.

The [removed: CISO shares] [added: co-CISOs share] pertinent information from those meetings with the Chief [added: Information and Technology Officer and the Chief] Risk Officer.

Certain working groups meet with the [removed: CISO] [added: co-CISOs] monthly to review completed risk assessments, and items that require escalation are reported up using the internal committee structure and ad hoc communications if time sensitive.

The CTGC acts as the primary management-level committee dedicated to the governance and oversight of cybersecurity and technology at the Company.

The CTGC exercises oversight and provides strategic direction regarding cybersecurity and technology risks, including significant related risk events, and also monitors the overall health of the functions and the timely execution of critical actions.

The CTGC considers the condition of the risks, the Company’s programs to manage risks, and significant cybersecurity or technology risk items escalated to the CTGC.

The CTGC serves as a decision-making and approval body for key cybersecurity and technology policies, programs, emerging risks, and issues, while facilitating communication across business lines and escalating matters to executive management, the ERC, or the Board, including the Technology Committee, as appropriate.

To accomplish its responsibilities, the CTGC is composed of senior management from Technology, including Information Security Services (ISS), Risk Management and Compliance, and from business line risk management.

The third line of defense, the Company’s internal audit function, provides independent assessment and assurance regarding the effectiveness of

The co-CISOs and the members of senior management within the Risk and Technology business lines all have relevant expertise and experience in cybersecurity and information technology risk management.

Following the departure of the Company’s CISO in November 2025, the two Deputy CISOs are temporarily serving in the role of co-CISOs while the search for a permanent CISO continues.

One of the co-CISOs, Julia Nolan, has over 23 years of experience at the Company, having transitioned from traditional consumer banking roles to ISS in 2016, and most recently holding the position of Deputy CISO responsible for data security, insider threat, security awareness, forensic investigations, adversary emulation and vulnerability management since 2024.

The other co-CISO, David Kuhn, has over 18 years of experience at the Company in ISS, most recently holding the position of Deputy CISO responsible for cyber defense since 2024.

The Company’s co-CISOs report to Venkatachari Dilip, the Company’s Senior Executive Vice President and Chief Information and Technology Officer.

The ISRC provides direction and oversight of the information security risk management framework and corporate control programs of the Company, including significant information security risk events, and mitigation strategies.

Further, the ISRC facilitates communication across business lines to provide for effective and consistent information security risk identification and control infrastructure to mitigate and manage material information security risks.

The ISRC serves as an escalation, decision making, and approval body for information security risk items, including key policies and programs, issue resolution, emerging risks, and key program adherence.

The ISRC escalates matters as appropriate to executive management, the ERC, which reports to the Board’s Risk Management Committee, or a relevant committee of the Board.

cybersecurity threats to third-party service providers.

The Cybersecurity and Technology Subcommittee has oversight responsibility for cybersecurity risk management and cyber resiliency and certain technology matters.

The Company’s CISO, Timothy J.

Held, has over 27 years of information technology and cybersecurity experience.

He holds the title of Executive Vice President and Chief Information Security Officer and has been in his role since 2018, having served as the Company’s Deputy CISO from 2015 to 2018 and Head of Cyber Defense, Threat Intelligence, and Incident Response from 2012 to 2018.

The Company’s CISO reports to the Vice Chair and Chief Risk Officer, Jodi L.

Richard, who has served in that position since October 2018.

She served as Executive Vice President and Chief Operational Risk Officer of the Company from January 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.

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.

U.S. Bancorp and its subsidiaries lease [removed: 5] [added: 4] freestanding operations centers in Kansas City, Little Rock, [removed: 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: 2024,] [added: 2025,] U.S. Bancorp and its subsidiaries owned and operated a total of [removed: 1,171] [added: 1,056] facilities and leased an additional [removed: 1,465] [added: 1,409] facilities.

Additional information with respect to the Company’s premises and equipment is presented in Note 8 of the Notes to Consolidated Financial Statements included in the [removed: 2024] [added: 2025] Annual Report.

The following table provides a detailed analysis of all shares of common stock of the Company purchased by the Company [removed: or any affiliated purchaser] during the fourth quarter of [removed: 2024:][added: 2025:]

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

Additional information in response to this Item 5 can be found in the [removed: 2024] [added: 2025] Annual Report on page [removed: 135] [added: 134] under the heading “U.S. Bancorp Supplemental Financial Data (Unaudited).” That information is incorporated into this report by reference.

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

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

| October 1-31 | | | 2,134,438 | | | $47.05 | | | 2,134,438 | | | $4,411 | | |

| November 1-30 | | | 750 | | | 45.90 | | | 750 | | | 4,411 | | |

| December 1-31 | | | 411,240 | | | 53.41 | | | 411,240 | | | 4,389 | | |

| Total | | | 2,546,428 | | | $48.08 | | | 2,546,428 | | | $4,389 | | |

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 | | |

*(a)Includes 196,503 shares of common stock purchased, at an average price per share of $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.*

Information in response to this Item 8 can be found in the [removed: 2024] [added: 2025] Annual Report on pages [removed: 62] [added: 60] to [removed: 135] [added: 134] 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.

Information in response to this Item 9A can be found in the [removed: 2024] [added: 2025] Annual Report on page [removed: 61] [added: 59] under the heading “Controls and Procedures” and on pages [removed: 62] [added: 60] and [removed: 63] [added: 61] 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, [removed: 2024,] [added: 2025,] 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.

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 [removed: attached hereto] [added: incorporated by reference] as Exhibit 19.

Mr. [removed: Cecere, 64,] [added: Badran, 61,] is [removed: Chairman] [added: Senior Executive Vice President] and Chief [removed: Executive] [added: Operations] Officer of U.S. Bancorp.

[removed: Mr. Cecere] [added: Ms. Kedia] has served as Chief Executive Officer since April [removed: 2017] [added: 2025] and [removed: Chairman] [added: has served as President] since [removed: April 2018.][added: May 2024.]

Mr. [removed: Badran, 60,] [added: Venturo, 59,] is Senior Executive Vice President and Chief [removed: Operations] [added: Digital] Officer of U.S. Bancorp.

Mr. Barcelos, [removed: 54,] [added: 55,] is Senior Executive Vice President and Chief Human Resources Officer of U.S. Bancorp.

Mr. Chosy, [removed: 61,] [added: 62,] is Senior Executive Vice President and General Counsel of U.S. Bancorp.

[removed: Dominski,] [added: Cunningham, Adam Graves,] Sekou Kaalund, Felicia La Forgia and Dominic V.

Mr. Cunningham, [removed: 61,] [added: 62,] is Senior Executive Vice President and Chief [removed: Diversity] [added: Community Impact and Inclusion] Officer of U.S. Bancorp.

Mr. Cunningham has served in this position since [removed: July 2020.][added: May 2025.]

Mr. Dilip, [removed: 65,] [added: 66,] is Senior Executive Vice President and Chief Information and Technology Officer of U.S. Bancorp.

Mr. [removed: Dolan, 63,] [added: Stern, 47,] is Vice Chair and Chief [removed: Administration] [added: Financial] Officer of U.S. Bancorp.

Mr. [removed: Dolan] [added: Graves] has served in this position since [removed: September 2023.][added: April 2025.]

From August [removed: 2016] [added: 2021] to [removed: August 2023,] [added: January 2025,] he served as [added: Senior Executive] Vice [removed: Chair] [added: President] and Chief [removed: Financial] [added: Transformation] Officer of U.S. Bancorp.

Ms. [removed: Dominski, 54,] [added: Kedia, 55,] is [removed: Senior Executive Vice President and] Chief [removed: Social Responsibility] [added: Executive] Officer [added: and President] of U.S. Bancorp and [removed: President] [added: a member] of [removed: the] U.S. [removed: Bank Foundation.][added: Bancorp’s Board of Directors.]

[removed: Ms. Dominski] [added: Mr. Stern] has served as [removed: Senior Executive] Vice [removed: President] [added: Chair since April 2025] and Chief [removed: Social Responsibility] [added: Financial] Officer since [removed: April] [added: September] 2023.

Mr. Kaalund, [removed: 49,] [added: 50,] is Senior Executive Vice President, Head of Branch and Small Business Banking of U.S. Bancorp.

In April [removed: 2025,] [added: 2026,] she will assume the additional role of [removed: Chief Executive Officer.][added: Chairman of U.S. Bancorp’s Board of Directors.]

Ms. Kelso, [removed: 47,] [added: 48,] is Senior Executive Vice President, Head of Payments: Consumer and Small Business of U.S. Bancorp.

Ms. La Forgia, [removed: 56,] [added: 57,] is Senior Executive Vice President, Head of the Institutional Client Group (ICG) of U.S. Bancorp.

Mr. Philipson, [removed: 46,] [added: 47,] is [removed: Senior Executive] Vice [removed: President] [added: Chair] and Head of Wealth, Corporate, Commercial and Institutional Banking (WCIB).

Mr. Philipson has served as [added: Vice Chair since April 2025 and] Head of WCIB since June [removed: 2024 and Senior Executive Vice President since April 2023.][added: 2024.]

Ms. Richard, [removed: 56,] [added: 57,] is Vice Chair and Chief Risk Officer of U.S. Bancorp.

Mr. Roy, [removed: 48,] [added: 49,] is Senior Executive Vice President, Head of Consumer and Business Banking Products of U.S. Bancorp.

Mr. Runkel, [removed: 48,] [added: 49,] is [removed: Senior Executive] Vice [removed: President,] [added: Chair and] Head of Payments: Merchant and Institutional.

From [removed: August 2021 to January] [added: July 2020 until May] 2025, he served as Chief [removed: Transformation] [added: Diversity] Officer of U.S. Bancorp.

Mr. [removed: Stern, 46,] [added: Graves, 48,] is Senior Executive Vice President and [removed: Chief Financial Officer] [added: Head] of [added: Enterprise Strategy and Administration of] U.S. Bancorp.

Adam Graves

From September 2023 until April 2025, he served as Executive Vice President and Head of Strategy and Corporate Development of U.S. Bancorp, having also served as Head of Finance Strategy and Corporate Development of U.S. Bancorp from February 2018 until September 2023.

He served as Senior Executive Vice President from April 2023 through April 2025.

Mr. Runkel has served as Vice Chair since April 2025 and Head of Payments: Merchant and Institutional since January 2025.

He served as Senior Executive Vice President from April 2023 until April 2025.

Andrew Cecere

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.

Cunningham, Revathi N.

Terrance R.

Dolan

Revathi N.

Dominski

She joined U.S. Bancorp in June 2015 as President of the U.S. Bank Foundation and Senior Vice President of Corporate Social Responsibility.

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.

Mr. Runkel has served in this position since January 2025.

Mr. Stern has served as Senior Executive Vice President since April 2023 and Chief Financial Officer since September 2023.

Mr. Venturo, 58, is Senior Executive Vice President and Chief Digital Officer of U.S. Bancorp.

The following table summarizes information regarding the Company’s equity compensation plans in effect as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by security holders | | | | | | | | | | | | [removed: 46,491,070] [added: 41,129,704] | | | (a) | | |

| Restricted stock units and performance-based restricted stock units | | | [removed: 9,241,387] [added: 9,349,234] | | | (c) | | | — | | | | | | | | |

| Equity compensation plans not approved by security holders | | | [removed: 484,572] [added: 157,794] | | | (d) | | | — | | | — | | | | | |

*(a)The [removed: 46,491,070] [added: 41,129,704] 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”).

*(b)Includes shares of the Company’s common stock underlying stock options granted under the U.S. Bancorp 2015 Stock Incentive Plan (the “2015 [removed: 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 [added: U.S. Bancorp Amended and Restated] 2007 [added: Stock Incentive] Plan and the U.S. Bancorp 2001 Stock Incentive Plan, as amended.

*(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 [removed: payment.][added: payment to the extent permitted by the applicable plan, and amounts attributable to previously surrendered stock options in the form of shares of U.S. Bancorp common stock.]

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

*The [removed: 484,572] [added: 157,794] shares included in the table assume that participants in the [added: active and frozen] plans [removed: with] [added: providing for distribution in the form of shares of U.S. Bancorp common stock of] amounts deemed to be invested in the [removed: Company's] [added: Company’s] common stock [added: and amounts attributable to previously surrendered stock options] as of December 31, [removed: 2024] [added: 2025,] had received all [removed: such] amounts [added: deemed to be invested] in [added: U.S. Bancorp common stock and attributable to previously surrendered stock options in] shares of the [removed: Company's] [added: Company’s] common stock on December 31, [removed: 2024.][added: 2025.*]

| Stock options | | | 914,872 | | | (b) | | | $ | 53.29 | | | | | | | |

| Total | | | 10,421,900 | | | | | | | | | 41,129,704 | | | | | |

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

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

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.*

- U.S. Bancorp Consolidated Balance Sheet as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

- U.S. Bancorp Consolidated Statement of Income for each of the three years in the period ended December 31, [removed: 2024][added: 2025]

- U.S. Bancorp Consolidated Statement of Comprehensive Income for each of the three years in the period ended December 31, [removed: 2024][added: 2025]

- U.S. Bancorp Consolidated Statement of Shareholders’ Equity for each of the three years in the period ended December 31, [removed: 2024][added: 2025]

- U.S. Bancorp Consolidated Statement of Cash Flows for each of the three years in the period ended December 31, [removed: 2024][added: 2025]

| 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/36104/000003610425000016/a2024exx42descriptionofusb.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025ex42descriptionofusba.htm)] | | |

| [removed: (1)(2)(3)10.4] [added: (1)(2)(3)10.4(a)] | | | [U.S. Bank Non-Qualified Retirement Plan. Filed as Exhibit 10.4 to Form 10-K for the year ended December 31, 2020.](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex104.htm) | | |

| [removed: (2)10.5(c)] [added: (1)(2)10.5(c)] | | | [2025 Amendment of U.S. Bancorp Executive Employees Deferred Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx105c2025amendmento.htm)] [added: Plan. Filed as Exhibit 10.5(c) to Form 10-K for the year ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx105c2025amendmento.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](https://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm) [(File] [added: S-8 (File] No. [removed: 333-268116)](https://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm) [filed] [added: 333-268116) filed] on November 2, 2022](https://www.sec.gov/Archives/edgar/data/36104/000119312522275868/d240774dex41.htm). | | |

| [removed: (2)10.7(c)] [added: (1)(2)10.7(c)] | | | [2025 Amendment of U.S. Bancorp Outside Directors Deferred Compensation [removed: Plan.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx107c2025amendmento.htm)] [added: Plan. Filed as Exhibit 10.7(c) to Form 10-K for the year ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx107c2025amendmento.htm)] | | |

| [removed: (2)10.8(d)] [added: (1)(2)10.8(d)] | | | [Third Amendment of the U.S. Bank Outside Directors Deferred Compensation Plan (2005 [removed: Statement).](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx108dthirdamendment.htm)] [added: Statement). Filed as Exhibit 10.8(d) to Form 10-K for the year ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx108dthirdamendment.htm)] | | |

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

| (1)(2)10.11 | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under U.S. Bancorp Amended and Restated 2007 Stock Incentive [removed: 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] [added: Plan (used for] grants made [removed: January](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm) [1,] [added: January 1,] 2014-April 20, [removed: 2015)](https://www.sec.gov/Archives/edgar/data/36104/000119312514062530/d633758dex1037.htm)[.] [added: 2015).] Filed as Exhibit 10.37 to Form 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 Stock Option Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan [removed: (](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] [added: (used for] grants [removed: made](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm) [April] [added: made April] 21, 2015-December [removed: 31,](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm) [2016).] [added: 31, 2016).] Filed as Exhibit 10.4 to Form 8-K filed on April 23, 2015.](https://www.sec.gov/Archives/edgar/data/36104/000110465915029712/a15-9595_1ex10d4.htm) | | |

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

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

| (1)(2)10.16 | | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under U.S. Bancorp 2015 Stock Incentive Plan (used for grants [removed: made](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm) [January] [added: made January] 1, [removed: 2017](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm)[\-April] [added: 2017-April] 15, [removed: 2024](https://www.sec.gov/Archives/edgar/data/36104/000119312517053947/d291857dex1042.htm)[).] [added: 2024).] 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) | | |

| (1)(2)10.17 | | | [Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants [removed: made](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm) [January] [added: made January] 1, [removed: 2021](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm)[\-December] [added: 2021-December] 31, [removed: 2023](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1030.htm)[).] [added: 2023).] 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)10.18 | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2015 Stock Incentive Plan (used for grants [removed: made](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm) [January] [added: made January] 1, [removed: 2021](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm)[\-December] [added: 2021-December] 31, [removed: 2023](https://www.sec.gov/Archives/edgar/data/36104/000119312521052547/d14650dex1031.htm)[).] [added: 2023).] 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) | | |

| [removed: (1)(2)10.21] [added: (1)(2)10.21(a)] | | | [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) | | |

| [removed: (2)10.25] [added: (2)10.30] | | | [Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2024 Stock Incentive Plan (used for grants made after [removed: January 1, 2025).](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1025formofperforma.htm)] [added: January](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1030formofperforma.htm) [26](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1030formofperforma.htm)[, 2026).](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1030formofperforma.htm)] | | |

| [removed: (2)10.26] [added: (2)10.31] | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2024 Stock Incentive Plan (used for grants made after [removed: January 1, 2025).](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1026formofrestrict.htm)] [added: January](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1031formofrestrict.htm) [26](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1031formofrestrict.htm)[, 2026).](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1031formofrestrict.htm)] | | |

| 13 | | | [removed: [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] [added: [2025 Annual] Report, pages 21 [removed: 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)] [added: through 153.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/usb-20251231_d2.htm)] | | |

| [removed: 19] [added: (1)19] | | | [U.S. Bancorp Insider Trading [removed: Policy.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx19usbancorpinsider.htm)] [added: Policy. Filed as Exhibit 19 to Form 10-K for the year ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx19usbancorpinsider.htm)] | | |

| 21 | | | [Subsidiaries of [removed: the Registrant.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx21subsidiariesofth.htm)] [added: U.S. Bancorp.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx21subsidiariesofus.htm)] | | |

| 23 | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx23consentofernstyo.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx23consentofernstyo.htm)] | | |

| 24 | | | [Power of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx24powerofattorney.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx24powerofattorney.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/36104/000003610425000016/a2024exx311certificationof.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx311certificationof.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/36104/000003610425000016/a2024exx312certificationof.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx312certificationof.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/36104/000003610425000016/a2024exx32certificationofc.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx32certificationofc.htm)] | | |

| 101 | | | The following financial statements from the Company’s Annual Report for the year ended December 31, [removed: 2024,] [added: 2025,] 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. | | |

| (1)(2)10.4(b) | | | [First Amendment of the U.S. Bank Non-Qualified Retirement Plan. Filed as Exhibit 10.1 to Form 8-K filed on April 16, 2025.](https://www.sec.gov/Archives/edgar/data/36104/000119312525082814/d853666dex101.htm) | | |

| (2)10.21(b) | | | [A](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1021bformof2025sto.htm)[mendment of U.S. Bancorp 2024 S](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1021bformof2025sto.htm)[tock Incentive Plan.](https://www.sec.gov/Archives/edgar/data/36104/000003610426000011/a2025exx1021bformof2025sto.htm) | | |

| (1)(2)10.25 | | | [Form of Performance Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2024 Stock Incentive Plan (used for grants made January 1, 2025-January 26, 2026). Filed as Exhibit 10.25 to Form 10-K for the year ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1025formofperforma.htm) | | |

| (1)(2)10.26 | | | [Form of Restricted Stock Unit Award Agreement for Executive Officers under U.S. Bancorp 2024 Stock Incentive Plan (used for grants made January 1, 2025-](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1026formofrestrict.htm)[January 26, 2026](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1026formofrestrict.htm)[). Filed as Exhibit 10.26 to Form 10-K for the year ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/36104/000003610425000016/a2024exx1026formofrestrict.htm) | | |

| (1)(2)10.27 | | | [Form of Aircraft Time Sharing Agreement. Filed as Exhibit 10.1 to Form 8-K filed on August 14, 2025.](https://www.sec.gov/Archives/edgar/data/36104/000119312525180829/d901585dex101.htm) | | |

| (1)(2)10.28 | | | [Form of Charter Flight Reimbursement Agreement. Filed as Exhibit 10.2 to Form 8-K filed on August 14, 2025.](https://www.sec.gov/Archives/edgar/data/36104/000119312525180829/d901585dex102.htm) | | |

| (1)(2)10.29 | | | [U.S. Bank Executive Change in Control Severance Plan. Filed as Exhibit 10.1 to Form 8-K filed on January 29, 2026.](https://www.sec.gov/Archives/edgar/data/36104/000119312526029382/d25960dex101.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: 21, 2025,] [added: 23, 2026,] on its behalf by the undersigned, thereunto duly authorized.

| [removed: | | | By | | | /s/] ANDREW [removed: CECERE] [added: CECERE*] | | |

| [removed: | | | | | |] Andrew [removed: Cecere] [added: Cecere, Director] | | |

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 21, 2025,] [added: 23, 2026,] by the following persons on behalf of the registrant and in the capacities indicated.

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

| [removed: Senior Executive] Vice [removed: President] [added: Chair] and Chief Financial Officer (principal financial officer) | | |

| DOROTHY [removed: J.] BRIDGES* | | |

| Dorothy [removed: J.] Bridges, Director | | |

| [removed: Gunjan Kedia, Director] | | | [added: By | | | /s/ GUNJAN KEDIA | | |]

[removed: Andrew Cecere,] [added: Gunjan Kedia,] by signing [removed: his] [added: her] name hereto, does hereby sign this document on behalf of each of the above named directors of the registrant pursuant to powers of attorney duly executed by such persons.*

Dated: February [removed: 21, 2025][added: 23, 2026]

| | | | | | | Gunjan Kedia | | |

| Gunjan Kedia, | | |

| | | | By: | | | /s/ GUNJAN KEDIA | | |

| | | | | | | Gunjan Kedia | | |

| | | |

| /s/ ANDREW CECERE | | |

| Andrew Cecere, | | |

| KIMBERLY J. HARRIS* | | |

| Kimberly J. Harris, Director | | |

| SCOTT W. WINE* | | |

| Scott W. Wine, Director | | |

| | | | By: | | | /s/ ANDREW CECERE | | |