Management Change/Compensation (Form 8-K)

As U.S. Bancorp (the "Company") previously disclosed on a Current Report on Form 8-Kfiled on January 28, 2025, Gunjan Kedia was appointed as the Company's President and Chief Executive Officer, effective April 15, 2025. At its meeting on April 15, 2025, the Company's Board of Directors determined the base salary and target annual cash incentive award that Ms. Kedia will receive in recognition of the additional duties being assumed by her in her new role. Effective as of April 16, 2025, Ms. Kedia will receive an increase in her base salary to an annualized amount of $1,200,000, and she will be eligible to receive an annual cash incentive award with a target value of 275% of her base salary.

In addition to the 2025 long-term incentive award Ms. Kedia received on February 27, 2025, which was disclosed in the January Form 8-K,the Company's Board of Directors and its Compensation and Human Resources Committee determined to award Ms. Kedia an additional long-term incentive award in the form of performance-based restricted stock units ("PRSUs"), valued at $1,500,000 as of the grant date of April 17, 2025, under the U.S. Bancorp 2024 Stock Incentive Plan with the structure and terms of such award to reflect those previously granted to executive officers in 2025. In determining the value of the additional award, the Compensation and Human Resources Committee considered, among other factors, her official transition to the CEO role and market pay levels. Detailed information about the 2025 PRSU awards granted to the Company's executive officers and other aspects of the Company's executive compensation program can be found in the Company's Definitive Proxy Statement on Schedule 14A filed on March 5, 2025.

As the Company previously disclosed in the January Form 8-K,Andrew Cecere, the Company's former Chairman and Chief Executive Officer, is continuing his service on the Board as Executive Chairman, effective following the Company's annual shareholders' meeting on April 15, 2025. At its meeting on April 15, 2025, the Board determined the terms of the compensation Mr. Cecere will receive as Executive Chairman. Effective as of April 16, 2025, Mr. Cecere will receive a base salary with an annualized amount of $1,400,000.

Effective April 15, 2025, the Board also approved an amendment to the U.S. Bank Non-QualifiedRetirement Plan prior to Mr. Cecere's transition to the Executive Chairman role. As described in the "Pension benefits" section of the Company's 2025 Proxy Statement, Mr. Cecere is fully vested in his supplemental benefit under the plan. The amendment freezes Mr. Cecere's supplemental benefit under the plan as of April 15, 2025. In addition, the amendment specifies that Mr. Cecere's supplemental benefit, which will be paid in a lump sum in accordance with his prior election, will be calculated using the lump sum actuarial equivalent interest rate and mortality table in effect as of the freeze date. The terms of the plan as they apply to Mr. Cecere are not otherwise amended, and the amendment does not affect Mr. Cecere's earned benefit under the U.S. Bancorp Cash Balance Pension Plan that will be part of his total retirement benefit as described in the "Pension benefits" section of the Company's 2025 Proxy Statement. The amendment does not affect any other plan participants.

Additional information about the estimated amount and calculation of Mr. Cecere's supplemental benefit under the Non-QualifiedRetirement Plan is included in the "Pension benefits" section of the Company's 2025 Proxy Statement. The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the amendment attached hereto as Exhibit 10.1 of this Current Report on Form 8-Kand incorporated by reference into this Item 5.02.