Terms

Series

Series O Non-Cumulative Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

4.5%

Rate Type

Fixed

Annual Dividend

$1.12

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

April 15, 2027

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Indebtedness And Other Non-Equity Claims On U.S. Bancorp And Its Subsidiaries, Any Future Senior Preferred Stock Issued With Requisite Consent; Pari Passu With: Series A Non-Cumulative Perpetual Preferred Stock, Series B Non-Cumulative Perpetual Preferred Stock, Series C Non-Cumulative Perpetual Preferred Stock (If And When Issued), Series J Non-Cumulative Perpetual Preferred Stock, Series K Non-Cumulative Perpetual Preferred Stock, Series L Non-Cumulative Perpetual Preferred Stock, Series M Non-Cumulative Perpetual Preferred Stock, Series N Fixed Rate Reset Non-Cumulative Perpetual Preferred Stock; Senior To: Common Stock, All Other Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

18,000,000

Prospectus Summary

U.S. Bancorp is offering 18,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 4.50% Series O Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25,000 per underlying share (equivalent to $25 per depositary share) and a $1.00 par value. The stock is callable at par on or after April 15, 2027. Crucially, dividends are non-cumulative: if the board does not declare a dividend for any quarterly period, that payment is permanently lost — holders have no legal claim to missed dividends in future periods. Series O Preferred Stock sits senior to U.S. Bancorp's common stock and pari passu with its Series A, B, C (if issued), J, K, L, M, and N preferred shares, but is structurally junior to all debt obligations of U.S. Bancorp and, critically, to all liabilities of its banking subsidiary, U.S. Bank National Association — as of September 30, 2021, subsidiary borrowings and deposits senior to the preferred totaled approximately $493.6 billion. As a holding company issue, investors bear structural subordination risk. A regulatory capital treatment event call allows full redemption within 90 days if the Series O loses its qualification as additional Tier 1 capital under Federal Reserve rules, subject to prior Federal Reserve approval — a meaningful risk if capital regulations change. At the $25 offering price, the 4.50% fixed annual dividend yields $1.125 per depositary share ($0.28125 quarterly), paid on January 15, April 15, July 15, and October 15 (commencing April 15, 2022). Dividends may qualify for the preferential qualified dividend income (QDI) rate for non-corporate holders and the dividends-received deduction (DRD) for corporate holders, provided U.S. Bancorp has sufficient current or accumulated earnings and profits — though this is not guaranteed in future years. Dividend payments can be blocked if U.S. Bancorp defers or defaults on junior subordinated debt, and the board retains full discretion to skip any quarterly payment without obligation to catch up.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Series O dividends have not been paid in full for the most recently completed period, U.S. Bancorp cannot pay dividends on or repurchase common stock or other junior securities. Conversely, if U.S. Bancorp defers or defaults on its junior subordinated debt, it is prohibited from paying dividends on the Series O Preferred Stock.

Other Preferreds from U.S. Bancorp

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 69 (Strong)