US BANCORP DE USB

39% shingled-prose overlap between the two filings.

2025: 87,958 chars · 2026: 103,862 chars

• Committee Report:17% overlap (471 → 2,362 chars)
• Pay Ratio (Item 402(u)):30% overlap (3,138 → 4,888 chars)
• Say-on-Pay proposal:39% overlap (24,806 → 24,581 chars)

• changedThis section explains how we compensated the individuals who served as our CEO or CFO during 2025 2024and each of our other most highly compensated executive officers for 2025 2024as determined under SEC rules (our named executive officers, or NEOs).
• changedThe NEOs are as follows for 2025: 2024:
• newblacklining:none; Gunjan Kedia, Chief Executive Officer (since April 15, 2025) and President;
• newblacklining:none; Andrew Cecere, Executive Chairman (previously served as Chief Executive Officer until April 15, 2025);
• changedStern, SeniorExecutiveVice Chair Presidentand Chief Financial Officer;
• newblacklining:none; Jodi L.
• changedRichard, Dolan,Vice Chair and Chief Risk AdministrationOfficer;
• newblacklining:none; Stephen L.
• newPhilipson, Vice Chair, Head of Wealth, Corporate, Commercial and Institutional Banking;
• newblacklining:none; Elcio R.T.
• newBarcelos, Senior Executive Vice President and Chief Human Resources Officer; and
• newDolan, Former Vice Chair and Chief Administration Officer, who passed away on March 29, 2025.
• changed​ Executive compensation overview ​ ​ ​ ​ 38 40​ ​ ​ Philosophy and objectives of our executive compensation program ​ ​ ​ ​ 41 42​ ​ ​ Base salary ​ ​ ​ ​ 42 43​ ​ ​ Annual cash incentive awards ​ ​ ​ ​ 42 43​ ​ ​ ▶ blacklining:none; How we determine our NEOs’ annual cash incentive awards ​ ​ ​ ​ ​ 42 43​ ​ ​ ▶ blacklining:none; Setting the Target Award Amounts ​ ​ ​ ​ ​ 43 44​ ​ ​ ▶ blacklining:none; Calculating the Final Bonus Funding Percentage ​ ​ ​ ​ ​ 43 44​ ​ ​ ▶ blacklining:none; Funding and Payout of Corporate Result ​ ​ ​ ​ ​ 45 46​ ​ ​ ▶ blacklining:none; The Qualitative Review ​ ​ ​ ​ ​ 46 47​ ​ ​ ▶ blacklining:none; Factoring in individual performance and risk sensitivity ​ ​ ​ ​ ​ 46 47​ ​ ​ Long-term incentive awards ​ ​ ​ ​ 47 48​ ​ ​ ▶ blacklining:none; Establishing the structure of the equity awards ​ ​ ​ ​ ​ 47 ​ ​ ​ ▶ blacklining:none; Philosophy on one-time awards ​ ​ ​ ​ ​ 48 ​ ​ ​ ▶ blacklining:none; Setting the value of the equity awards ​ ​ ​ ​ ​ 48 49​ ​ ​ ▶ blacklining:none; Selecting the performance metrics for the 2024PRSU awards ​ ​ ​ ​ ​ 49 50​ ​ ​ ▶ blacklining:none; Setting the levels of absolute and relative ROTCE ROEfor the 2025 2024PRSU performance matrix ​ ​ ​ ​ ​ 49 50​ ​ ​ ▶ blacklining:none; Previously granted PRSUs Selectingtheperformancemetricsforthe2025PRSUawards​ ​ ​ ​ ​ 50 52​​​▶blacklining:none;SettingthelevelsofabsoluteandrelativeROTCEforthe2025PRSUperformancematrix​​​​​52​ ​ ​ Decision making and policies ​ ​ ​ ​ 51 53​ ​ ​ ▶ blacklining:none; Who is involved in making executive compensation decisions ​ ​ ​ ​ ​ 51 53​ ​ ​ ▶ blacklining:none; How executive compensation is determined ​ ​ ​ ​ ​ 52 54​ ​ ​ ▶ blacklining:none; Compensation peer group ​ ​ ​ ​ ​ 53 55​ ​ ​ ▶ blacklining:none; Stock ownership and retention requirements ​ ​ ​ ​ ​ 53 55​ ​ ​ ▶ blacklining:none; Clawback and forfeiture provisions applicable to executive awards ​ ​ ​ ​ ​ 54 56​ ​ ​ ▶ blacklining:none;Change-in-control severance benefits blacklining:none;Change-in-controlprovisionsfor executive officers ​ ​ ​ ​ ​ 54 56​ ​ ​ ▶ blacklining:none; Hedging and pledging policy ​ ​ ​ ​ ​ 55 56​ ​ ​ ▶ blacklining:none; Equity grant policies and practices ​ ​ ​ ​ ​ 55 56​ ​ ​ ▶ blacklining:none; Health and other benefits ​ ​ ​ ​ ​ 55 56​ ​ ​ ▶ blacklining:none; Risk considerations ​ ​ ​ ​ ​ 55 57​ ​
• changed​ U.S. Bancorp 2026 2025Proxy Statement ​ ​ 37 39​
• changedExecutive compensation overview Program structure in 2025 2024Our Compensation and Human Resources Committee (referred to in this compensation discussion and analysis hereinas the Committee) considers the views of our shareholders, along with industry trends and the specific strategy of our company, when designing our executive compensation program.
• changedThe Committee considers the consistent high level of support for our recent Say on Pay votes — 90.9% 93.5%at our 2025 2024annual meeting and over 90% 92%in each of the prior eight lastsevenyears — as a continuing endorsement from our shareholders that our executive compensation program is structured effectively.
• changedWe Inlightofthissustainedlevelofshareholdersupport,theCommitteedidnotmakeanystructuralchangestoour2024executivecompensationprogramasaresultofthe2024SayonPayvote,buthasmade enhancements to the financial performance metrics for the PRSUs awarded to our executive officers in 2025 to better align our executive compensation program with the company’s strategic plan, long-term shareholder interests, and market practices across the company’s compensation peer group as described below in “Long-term incentive awards.” 2025 2024performance-based compensation results Our 2025 2024compensation outcomes reflect our pay for performance philosophy, demonstrated through incentives that are earned based on achievement levels relative to goals that the Committee believes focus on long-term shareholder value creation.
• changed▶ blacklining:none;Payouts for NEOs’ 2025 2024annual cash incentive awards ranged from 105.4% 98.6%to 117.7% 101.1%of their respective target amounts, based on earnings per share (EPS), (EPS)andbusiness line pretax income and individual performance results for the year.
• changed​ ▶ blacklining:none;The PRSUs granted in 2023 2022were earned at 113.4% 126.6%of the NEOs’ respective target amounts, based on absolute and relative return on equity (ROE) results for the 2023-2025 2022-2024performance period.
• changed​ Corporate financial performance ​ In 2025, 2024,our company delivered strong solidfinancial performance and maintained stable credit quality as well as a strong capital and liquidity position.
• newBy the third quarter of 2025, we were operating fully within our medium-term target ranges shared at our Investor Day in 2024.
• newWe achieved full-year positive operating leverage on an adjusted basis for 2025, reflecting record full-year net revenue growth, and continued expense discipline by maintaining nearly flat expenses in 2025.
• newWe aligned behind three strategic priorities to focus our execution and drive our results in 2025: organic growth, productivity and payments transformation.
• newDuring 2025, we achieved continued growth across our diversified and differentiated business mix as we focused on attracting new clients, expanding key areas of our business, and offering interconnected solutions across our businesses to our customers.
• newFocus on productivity through organizational simplicity and real estate rationalization coupled with investments in AI, automation and digital capabilities have helped us achieve meaningful cost savings within our core operations.
• newWe continue to reinforce our credit and risk management disciplines as we scale and grow, including in preparation for our eventual transition to a Category II banking organization.
• changed​ 38 40​ ​ U.S. Bancorp 2026 2025Proxy Statement ​
• changed​ U.S. Bancorp 2026 2025Proxy Statement ​ ​ 39 41​
• changedElements of 2025 2024total direct compensation1 compensation​ 1.
• newblacklining:none;This information reflects target total direct compensation for the company’s current CEO and other NEOs who are current executive officers (Stern, Richard, Philipson and Barcelos).
• newblacklining:none;Effective April 16, 2025, following Gunjan Kedia’s promotion to the role of Chief Executive Officer in addition to her prior role as President, the Board increased her base salary from $1,000,000 to $1,200,000 and her annual cash incentive target from 250% to 275%.
• newMs. Kedia’s base salary, annual incentive target and aggregate long-term incentive amounts upon her promotion to the CEO role in April 2025 are used in the chart above.
• new​ 3.
• newblacklining:none;The retention RSU award granted in February 2025 to Jodi L.
• newRichard, Vice Chair and Chief Risk Officer, is excluded from the chart above.
• newSee “Long-term incentive awards” below.
• changed​ ​ What we don’t do ​ ​ ​ ​ blacklining:none;No individual employment orchange-in-controlagreements for our executive officers ​ ​ ​ ​ ​ blacklining:none;We do not permit executive officers to hedge or pledge their company stock ​ ​ ​ ​ ​ blacklining:none;No single-trigger cash benefit or accelerated vesting of equity awards upon a change-in-control of the company ​ ​ ​ ​ ​ blacklining:none;No tax gross-ups (except in relation to relocation expenses) ​ ​ ​ ​ ​ blacklining:none;No dividends paid on unearned PRSUs; dividend equivalents accrued on earned PRSUs are not paid until the awards vest ​ ​ ​
• changed​ 40 42​ ​ U.S. Bancorp 2026 2025Proxy Statement ​
• changed​ ▶ blacklining:none;For PRSUs granted in 2023 between2022and 2024, NEOs earn PRSUs based on achievement of absolute and relative ROE targets over a three-year performance period, which directly measure the return generated by the company on shareholders’ investment.
• new​ ▶ blacklining:none;For PRSUs granted in 2025, the Committee updated the performance metric to absolute and relative ROTCE targets over a three-year performance period, which measures profitability and efficiency.
• changedThe Committee also added a TSR modifier based on our cumulative three-year TSRperformance relative to peerswasaddedasamodifierbecauseitdirectlyreflectstherelativeperformanceofourcommonstockversusour financial performance peer group to overthethree-yearperformanceperiodandfurther align alignsthe interests of our executives with the long-term interests of our shareholders.
• changed​ U.S. Bancorp 2026 2025Proxy Statement ​ ​ 41 43​
• changedblacklining:none;Long-term incentive compensation (generally comprising (comprising60% PRSUs and 40% RSUs).
• new2025 salary actions: The Committee adjusted certain NEOs’ base salaries in 2025 primarily to reflect competitive market conditions and changes in roles and responsibilities in connection with the CEO transition that occurred in April 2025.
• changedOn April 15, 2025, the Board and May3,2024,the Committee approved an increase in Ms. Kedia’s base salary to an annualized amount of $1,200,000, $1,000,000,effective April 16, 2025, May5,2024,in connection with her promotion to the CEO role. roleofPresident.
• newThe Committee also determined that Mr. Cecere would continue to receive a base salary of $1,400,000 in his role as executive Chairman of the Board, effective April 16, 2025.
• new​ NEO ​ ​ 2024 base salary ​ ​ 2025 base salary ​ ​ Gunjan Kedia ​ ​ ​ $ 1,000,0001 ​ ​ ​ ​ $ 1,200,0002 ​ ​ ​ Andrew Cecere ​ ​ ​ $ 1,400,000 ​ ​ ​ ​ $ 1,400,000 ​ ​ ​ John C.
• newStern ​ ​ ​ $ 700,000 ​ ​ ​ ​ $ 750,000 ​ ​ ​ Jodi L.
• newRichard3 ​ ​ ​ $ — ​ ​ ​ ​ $ 800,000 ​ ​ ​ Stephen L.
• newPhilipson3 ​ ​ ​ $ — ​ ​ ​ ​ $ 725,000 ​ ​ ​ Elcio R.T.
• newBarcelos3 ​ ​ ​ $ — ​ ​ ​ ​ $ 675,000 ​ ​ ​ Terrance R.
• changedDolan ​ ​ ​ $ 815,000 780,000​ ​ ​ ​ $ 815,000 ​​ ​ ShaileshM.
• changedblacklining:none;Annualized rate, OnMay3,2024,theCommitteealsoapprovedanincreaseinMs.Kedia’sTargetAwardPercentageto250%,effective May 5, 2024, in connection with Ms. Kedia’s herpromotion to the role of President.
• newblacklining:none;Annualized rate, effective April 16, 2025, in connection with Ms. Kedia’s promotion to the role of CEO.
• newblacklining:none;Ms. Richard and Messrs.
• newPhilipson and Barcelos were not NEOs for 2024, so their compensation for that year has not been included, consistent with applicable disclosure rules.
• changed​ 42 44​ ​ U.S. Bancorp 2026 2025Proxy Statement ​
• new2025 target award actions: The Board and the Committee did not adjust Ms. Kedia’s or Mr. Cecere’s Target Award Percentage in January 2025.
• newOn April 15, 2025, the Board and Committee increased Ms. Kedia’s Target Award Percentage for 2025 to 275%, effective April 16, 2025, in connection with her promotion to the CEO role.
• newAt that time, the Board and the Committee also determined that Mr. Cecere’s go-forward target award would be eliminated, effective April 16, 2026, following his retirement as CEO and transition to the role of executive Chairman of the Board.
• newMr. Cecere remained eligible to receive a prorated bonus for the time he served as CEO during 2025 based on achievement of corporate and business line performance goals.
• newIn addition, in January 2025, the Committee adjusted Mr. Stern’s Target Award Percentage to provide continued progression toward target compensation levels competitive within our compensation peer group relative to our size.
• new​ NEO ​ ​ Target AwardPercentagefor 2024 ​ ​ Target AwardPercentagefor 2025 ​ ​ Target AwardAmountfor 2025 ​ ​ Gunjan Kedia ​ ​ 225% / 250%1 ​ ​ 250% / 275%2 ​ ​ ​ $ 3,300,0002 ​ ​ ​ Andrew Cecere ​ ​ 350% ​ ​ 350% / 0%3 ​ ​ ​ $ 1,429,1673 ​ ​ ​ John C.
• newStern ​ ​ 200% ​ ​ 225% ​ ​ ​ $ 1,687,500 ​ ​ ​ Jodi L.
• newRichard4 ​ ​ — ​ ​ 225% ​ ​ ​ $ 1,800,000 ​ ​ ​ Stephen L.
• newPhilipson4 ​ ​ — ​ ​ 200% ​ ​ ​ $ 1,450,000 ​ ​ ​ Elcio R.T.
• newBarcelos4 ​ ​ — ​ ​ 180% ​ ​ ​ $ 1,215,000 ​ ​ ​ Terrance R.
• newDolan ​ ​ 250% ​ ​ 250%5 ​ ​ ​ $ 2,037,5005 ​ ​
• changedblacklining:none;The Committee increased Ms. Kedia’s target value from 225% of base salary (or$1,800,000)to 250% of base salary, (or$2,500,000),effective May 5, 2024, in connection with her promotion to the role of President.
• newblacklining:none;The Board and the Committee increased Ms. Kedia’s target value to 275% of base salary (or $3,300,000), effective April 16, 2025, in connection with her promotion to the role of CEO.
• newHer prorated target award percentage for 2025 was 268.6%, or $3,066,667.
• newblacklining:none;The Board and the Committee eliminated Mr. Cecere’s go-forward target annual incentive, effective April 16, 2025, in connection with his transition to the role of executive Chairman.
• newHis target award amount above has been prorated for the time period that he served as CEO during 2025 (January 1-April 15, 2025).
• newblacklining:none;Mr. Dolan did not receive an annual incentive award for 2025 following his passing on March 29, 2025.
• changedblacklining:none;the Corporate Result, which is based on EPS performance for 2025, 2024,as adjusted; and
• changed​ U.S. Bancorp 2026 2025Proxy Statement ​ ​ 43 45​
• changed▶ blacklining:none;the Business Line Result, which is based on applicable business line or corporate pretax income performance for the executive officer.
• new​ The Committee believes that EPS and pretax income targets are appropriate performance metrics for the executive officers’ annual cash incentive awards for the following reasons: ▶ blacklining:none;EPS is a common metric used by investors to evaluate the profitability of a company, showing the earnings (net income) we make on each outstanding share of common stock; ​ ▶ blacklining:none;a focus on EPS supports alignment of the interests of the executive officers with those of shareholders; ​ ▶ blacklining:none;EPS captures elements of corporate performance that are beyond those of the individual operating business lines, such as corporate funding policies and the management and use of capital; ​ ▶ blacklining:none;the pretax income targets are the fundamental drivers of the company’s revenues and income before taxes; and ​ ▶ blacklining:none;the EPS and pretax income targets are aligned with annual financial plan targets, which the Board and management have assessed for achievability; accordingly, the targets provide incentives to take appropriate amounts of risk to achieve those goals.
• changed​ In addition, both EPS and pretax income are used across the organization for cash bonus payout calculations, and the Committee believes that using these measures in executive officer incentive award calculations supports alignment with their areas of responsibility.
• changed​ ✓ The target level of EPS set by the Committee for 2025 2024was $4.46. $3.88.

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