USB-P US Bancorp

Issuer:

Note Type:

Expected Ratings*:

Principal Amount:

Pricing Date:

Issue Date:

Maturity Date:

Reset Date:

Fixed Rate Period:

Floating Rate Period:

Fixed Interest Rate:

Floating Interest Rate:

Floating Rate Benchmark:

Spread:

Interest Periods:

With respect to the fixed rate period, each semi-annual period from, and including, an Interest Payment Date (or, in the case of the first Interest Period during the fixed rate period, the Issue Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period during the fixed rate period, the Reset Date).

With respect to the floating rate period, each quarterly period from, and including, an Interest Payment Date (or, in the case of the first Interest Period during the floating rate period, the Reset Date) to, but excluding, the next Interest Payment Date (or, in the case of the final Interest Period during the floating rate period, the Maturity Date or, if the notes are redeemed earlier, the Redemption Date).

Interest Payment Dates:

June 12 and December 12 of each year, beginning on December 12, 2023 and ending on the Reset Date, with respect to the fixed rate period.

March 12, June 12, September 12, and December 12 of each year, beginning on September 12, 2028 and ending on the Maturity Date, with respect to the floating rate period.

Interest Determination Dates:

Day Count Convention:

30/360, with respect to the fixed rate period.

Actual/360, with respect to the floating rate period.

Business Days:

Business Day Convention:

Following Business Day Convention, with respect to the fixed rate period.

Modified Following Business Day Convention, with respect to the floating rate period.

Optional Redemption:

On or after December 9, 2023 (180 days after the Issue Date) and prior to the Reset Date (one year prior to the Maturity Date), the Issuer may redeem the notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1)   (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the notes to be redeemed matured on the Reset Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate (as defined in the pricing supplement to which this offering of notes relates) plus 30 basis points less (b) interest accrued to the Redemption Date; and

(2)   100% of the principal amount of the notes to be redeemed;

plus, in either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date.

In addition, the Issuer may redeem the notes at its option, (a) in whole, but not in part, on the Reset Date, or (b) in whole at any time or in part from time to time, on or after May 11, 2029 (one month prior to the Maturity Date) and prior to the Maturity Date, in each case at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

Notice of any redemption will be provided at least 10 but not more than 60 days before the Redemption Date to each holder of notes to be redeemed.

Benchmark Treasury:

Benchmark Yield:

Reoffer Spread:

Reoffer Yield:

Price to Public:

Gross Spread:

All-In Price:

Net Proceeds to Issuer:

CUSIP:

Joint Book-Running Managers:

U.S. Bancorp Investments, Inc.

Goldman Sachs & Co. LLC
RBC Capital Markets, LLC

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.