Rule 424(b)(2)
Registration No. 333-270467
PRICING SUPPLEMENT NO. 6 DATED MAY 14, 2024
TO PROSPECTUS DATED MARCH 10, 2023, AS SUPPLEMENTED BY
PROSPECTUS SUPPLEMENT DATED APRIL 21, 2023, AND
SUPPLEMENTAL TO THE OFFICERS CERTIFICATE AND COMPANY ORDER
DATED APRIL 21, 2023
1,250,000,000
U.S.
Bancorp
Medium-Term Notes, Series CC (Senior)
500,000,000 Floating Rate Notes due May 21, 2028
750,000,000 4.009% Fixed-to-Floating Rate Notes due May
21, 2032
Notice to Prospective Investors in the European Economic Area
None of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus is a prospectus for the purposes of
Regulation (EU) 2017/1129, as amended.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the EEA). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (MiFID II) or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the Insurance
Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014, as
amended (the EU PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
None of this pricing supplement, the accompanying prospectus supplement or the accompanying prospectus is a prospectus for the purposes of
Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the EUWA).
PROHIBITION OF SALES TO UNITED KINGDOM RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the United Kingdoms Financial Services and Markets Act 2000,
as amended (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (UK MiFIR). Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended) as it forms part of domestic law
in the United Kingdom by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / eligible counterparties and professional investors only target market - Solely for the purposes of each
manufacturers product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook, and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (a UK distributor) should take into consideration the manufacturers target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels.
The communication of this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus and any other document or
materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the FSMA. Accordingly, this pricing supplement, the
accompanying prospectus supplement, the accompanying prospectus and such other documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. This pricing supplement, the accompanying
prospectus supplement, the accompanying prospectus and such other documents and/or materials are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), (ii) fall within Article 49(2)(a) to (d) of the
Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom they may otherwise lawfully be distributed under the Financial Promotion Order (all such persons together being referred to as
relevant persons). This pricing supplement, the accompanying prospectus supplement, the accompanying prospectus and such other documents and/or materials are directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus and any other document or materials relates will be engaged in only
with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing supplement, the accompanying prospectus supplement, the accompanying prospectus or any other documents and/or materials
relating to the issue of the Notes offered hereby or any of their contents.