American Express (NYSE: AXP) to sell GBTG stake, expects $1.5B proceeds

Rhea-AI Filing Summary

American Express Company announced it will sell its approximately 30% equity interest in Global Business Travel Group, Inc. in connection with Long Lake and General Catalyst’s agreement to acquire GBTG.

Upon closing, American Express expects to receive about $1.5 billion in proceeds and recognize an estimated $975 million pre-tax gain. This gain was not included in its previously provided FY 2026 earnings guidance. The company plans to invest part of the gain to support its business and return part to shareholders, while existing brand licensing and commercial agreements with GBTG remain in place.

Insights

Equity analyst

AmEx plans to monetize its GBTG stake, expecting a sizable gain outside prior 2026 guidance.

American Express expects to sell its roughly 30% stake in GBTG as part of the company’s sale to Long Lake and General Catalyst. The transaction is expected to generate about $1.5 billion of proceeds and an estimated pre-tax gain of $975 million.

The gain was not included in AmEx’s FY 2026 earnings guidance, so it represents an additional potential earnings uplift once the deal closes. Management indicates a mix of reinvestment in the business and capital return to shareholders, while maintaining existing brand licensing and commercial agreements with GBTG.

Completion depends on GBTG satisfying closing conditions, and the company notes typical forward-looking risks. Details on exact timing and final accounting will come after closing, as referenced by the cautionary forward-looking statements language.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

Expected proceeds from GBTG sale: $1.5 billion Expected pre-tax gain: $975 million Equity interest in GBTG: approximately 30%

3 metrics

Expected proceeds from GBTG sale $1.5 billion Proceeds upon closing from sale of ~30% GBTG equity interest

Expected pre-tax gain $975 million Estimated gain on sale of GBTG stake, recognized upon closing

Equity interest in GBTG approximately 30% American Express ownership stake in Global Business Travel Group, Inc.

Key Terms

Regulation FD Disclosure, forward-looking statements, pre-tax gain, brand licensing and commercial agreements

4 terms

Regulation FD Disclosure regulatory

"The following information is furnished under Item 7.01 - Regulation FD Disclosure"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

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.

pre-tax gain financial

"expects to receive proceeds of approximately $1.5 billion and to recognize a pre-tax gain of approximately $975 million."

brand licensing and commercial agreements financial

"The transaction does not change the companies’ current brand licensing and commercial agreements"

Understanding 8-K Material Events →

0000004962false00000049622026-05-042026-05-040000004962us-gaap:CommonStockMember2026-05-042026-05-040000004962axp:FixedToFloatingRateNoteMember2026-05-042026-05-04

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): May 4, 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

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 7.01 Regulation FD Disclosure.

The following information is furnished under Item 7.01 - Regulation FD Disclosure:

On May 4, 2026, American Express Company posted the following statement to its newsroom site:

“American Express Company (NYSE: AXP) today announced that pursuant to Long Lake and General Catalyst’s agreement to acquire Global Business Travel Group, Inc. (NYSE: GBTG), it will sell its approximately 30% equity interest in GBTG.

Upon closing of the transaction, American Express expects to receive proceeds of approximately $1.5 billion and to recognize a pre-tax gain of approximately $975 million. This gain was not factored into the FY 2026 earnings guidance the company previously provided.

Consistent with its disciplined capital allocation approach, American Express expects to invest a portion of the gain to position the company for continued success and return a portion of the gain to shareholders.

The transaction does not change the companies’ current brand licensing and commercial agreements and their commitment to serving customers.”

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements, which are subject to risks and uncertainties. The forward-looking statements, including the company’s expectations regarding the transaction gain, contain words such as “expect,” “estimate,” “anticipate,” “intend,” “plan,” “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 GBTG’s ability to satisfy closing conditions and consummate the transaction, management’s decisions regarding future strategies and business initiatives and those described in American Express’ Annual Report on Form 10-K for the year ended December 31, 2025 and its other filings with the Securities and Exchange Commission. 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: May 4, 2026

-3-

FAQ

What transaction did American Express (AXP) announce involving GBTG?

American Express announced it will sell its approximately 30% equity interest in Global Business Travel Group, Inc. (GBTG). The sale is tied to Long Lake and General Catalyst’s agreement to acquire GBTG, allowing AmEx to monetize its minority stake while keeping existing commercial relationships.

How much in proceeds does American Express (AXP) expect from the GBTG sale?

American Express expects to receive approximately $1.5 billion in proceeds when the GBTG transaction closes. These proceeds come from selling its roughly 30% equity interest and provide additional capital for business investment and returning value to shareholders, subject to completion of the deal.

What gain does American Express (AXP) anticipate from the GBTG transaction?

American Express expects to recognize an estimated $975 million pre-tax gain from selling its GBTG stake. This gain is incremental because it was not included in the company’s previously issued FY 2026 earnings guidance, and will be recognized upon successful closing.

Was the expected GBTG gain included in American Express (AXP) FY 2026 guidance?

No. The company states the anticipated pre-tax gain of about $975 million from the GBTG sale was not factored into its earlier FY 2026 earnings guidance. That means guidance will only reflect the gain after the transaction closes and is recorded.

How does American Express (AXP) plan to use the gain from the GBTG sale?

American Express plans to invest a portion of the expected gain to position the company for continued success and to return a portion to shareholders. This aligns with its stated disciplined capital allocation approach, balancing growth investments with shareholder returns.

Will American Express (AXP) change its agreements with GBTG after the sale?

The company states that the transaction does not change the current brand licensing and commercial agreements between American Express and GBTG. Both parties reaffirm their commitment to continuing to serve customers under existing arrangements after the ownership change.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.7 KB