American Express (AXP) plans depositary share sale tied to Series E preferred

Rhea-AI Filing Summary

American Express Company announced the launch of a proposed public offering of depositary shares, each representing a 1/1,000th interest in a new series of Fixed Rate Reset Noncumulative Preferred Shares, Series E, with $1.662/3 par value per share.

The company intends to use net proceeds for general corporate purposes, including potentially redeeming outstanding 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D, with $1.662/3 par value per share. Whether the offering prices or closes, and whether any Series D shares are redeemed, is subject to market conditions and other factors, and there is no assurance these actions will occur.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Notes coupon: 3.433% Notes coupon: 3.835% Series D dividend rate: 3.550% +3 more

6 metrics

Notes coupon 3.433% Fixed-to-Floating Rate Notes due May 20, 2032 listed on NYSE

Notes coupon 3.835% Fixed-to-Floating Rate Notes due June 16, 2034 listed on NYSE

Series D dividend rate 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D

Par value of preferred shares $1.662/3 per share Par value for both Series D and new Series E preferred shares

Depositary share interest 1/1,000th interest Each depositary share represents a 1/1,000th interest in a Series E preferred share

Financial statement year end December 31, 2025 Year end referenced for the company’s Form 10-K in risk discussion

Key Terms

Depositary Shares, Fixed Rate Reset Noncumulative Preferred Shares, preliminary prospectus supplement, forward-looking statements

4 terms

Depositary Shares financial

"the launch of a proposed public offering of depositary shares"

Depositary shares are tradable certificates that represent a fractional piece of a larger security held by a third-party bank, like owning a slice of a single big pie instead of the whole pie. They let companies issue and investors buy smaller, more affordable portions of preferred stock or other instruments; holders usually receive proportional dividends and market pricing similar to ordinary shares, but may have limited voting rights and different liquidity or tax implications, which can affect income and resale value.

Fixed Rate Reset Noncumulative Preferred Shares financial

"a new series of Fixed Rate Reset Noncumulative Preferred Shares, Series E"

preliminary prospectus supplement regulatory

"The Offering is described in the Company’s preliminary prospectus supplement dated August 5, 2026"

A preliminary prospectus supplement is an initial document that provides important details about a new stock or bond offering before it is finalized. It helps investors understand what is being sold and why, so they can decide whether to invest. Think of it as a preview before the full sales brochure is ready.

forward-looking statements regulatory

"This report includes forward-looking statements, which are subject to risks and uncertainties"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 08/05/2026 - 09:11 AM Accepted by SEC EDGAR 08/05/2026 - 09:10 AM Learn about SEC filing dates

FAQ

What corporate action did American Express (AXP) report in this 8-K?

American Express reported a proposed public offering of depositary shares, each representing a 1/1,000th interest in new Fixed Rate Reset Noncumulative Preferred Shares, Series E. The action is described as a proposed offering and remains subject to market conditions and other factors.

What are the securities being offered by American Express (AXP)?

American Express plans to offer depositary shares, with each depositary share representing a 1/1,000th interest in a share of new Fixed Rate Reset Noncumulative Preferred Shares, Series E, with $1.662/3 par value per share, described in a preliminary prospectus supplement dated August 5, 2026.

How does American Express (AXP) intend to use proceeds from the proposed offering?

American Express intends to use net proceeds for general corporate purposes, including potentially partially or fully redeeming its outstanding 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D. Any redemption decision, amount, and timing depend on pricing, market conditions, and other factors.

What existing preferred shares could American Express (AXP) redeem?

The company may use proceeds to redeem its 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D, which have $1.662/3 par value per share. The filing notes there is no assurance that any redemption will occur, or what amount or timing would apply.

Is the American Express (AXP) disclosure a notice of redemption or an offer to sell?

The disclosure explicitly states it is not an offer to sell or a solicitation to buy the Preferred Shares or Depositary Shares, and it is not a notice of redemption for the Series D Preferred Shares. Any offering or redemption would follow separate formal processes.

What risks or uncertainties does American Express (AXP) highlight around the proposed offering?

The company states there is no assurance the offering will price or close or that any Series D redemption will occur. Outcomes depend on factors such as market conditions, demand, regulatory considerations, and other risks noted in its Form 10-K and Form 10-Q filings.

0000004962false00000049622026-08-052026-08-050000004962us-gaap:CommonStockMember2026-08-052026-08-050000004962axp:A3.433FixedToFloatingRateNoteMember2026-08-052026-08-050000004962axp:A3.835FixedToFloatingRateNoteMember2026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

AMERICAN EXPRESS COMPANY

(Exact name of registrant as specified in its charter)

New York			1-7657			13-4922250
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

200 Vesey Street,

New York, New York 10285

(Address of principal executive offices and zip code)

(212) 640-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Shares (par value $0.20 per Share)			AXP			New York Stock Exchange
3.433% Fixed-to-Floating Rate Notes due May 20, 2032			AXP32			New York Stock Exchange
3.835% Fixed-to-Floating Rate Notes due June 16, 2034			AXP34			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 5, 2026, American Express Company (the “Company”) announced the launch of a proposed public offering (the “Offering”) of depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of a new series of Fixed Rate Reset Noncumulative Preferred Shares, Series E, $1.662/3 par value per share (the “Preferred Shares”). The Company intends to use the net proceeds from the Offering for general corporate purposes, including to partially or fully redeem the outstanding shares of its 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D, $1.662/3 par value per share (the “Series D Preferred Shares”).

The pricing of the Offering, and thus whether any redemption of the Series D Preferred Shares will occur, is subject to market conditions and other factors. There can be no assurance that the Offering will price or close or that the Company will decide to redeem the Series D Preferred Shares, or, if it does, the amount to be redeemed and the timing of the redemption.

The Offering is described in the Company’s preliminary prospectus supplement dated August 5, 2026, which was filed with the Securities and Exchange Commission (the “SEC”).

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Preferred Shares or the Depositary Shares or a notice of redemption with respect to the Series D Preferred Shares.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements, which are subject to risks and uncertainties. The forward-looking statements, which address the pricing and closing of the Offering and the intended use of the net proceeds from the Offering to partially or fully redeem the Series D Preferred Shares, contain words such as “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including market conditions, demand for the Preferred Shares and market capacity, regulatory considerations and those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 and the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			AMERICAN EXPRESS COMPANY
			(REGISTRANT)
			By:			/s/ James J. Killerlane III
						Name:  James J. Killerlane III
						Title:    Corporate Secretary

Date: July 27, 2026

-3-

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.3 KB