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American Express (NYSE: AXP) sells new senior and subordinated notes across 2029–2041

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Express Company issued multiple new debt securities on February 10, 2026. The company sold $1,350,000,000 of 4.009% Fixed-to-Floating Rate Notes due February 9, 2029, $1,000,000,000 of 4.456% Fixed-to-Floating Rate Notes due February 10, 2032, and $650,000,000 of Floating Rate Notes due February 9, 2029 under its senior indenture.

The company also issued $500,000,000 of 5.412% Fixed-to-Fixed Rate Subordinated Notes due February 8, 2041 under its subordinated indenture. These issuances were made off an existing shelf registration statement using a Prospectus Supplement dated February 3, 2026.

Positive

  • None.

Negative

  • None.

Insights

American Express adds long-dated senior and subordinated debt across multiple maturities.

American Express Company issued several tranches of notes, including 4.009% Fixed-to-Floating Rate Notes due February 9, 2029, 4.456% Fixed-to-Floating Rate Notes due February 10, 2032, and Floating Rate Notes due February 9, 2029, all as senior obligations. It also issued 5.412% Fixed-to-Fixed Rate Subordinated Notes due February 8, 2041.

The mix of senior and subordinated notes at different maturities and coupons shows the company continuing to access capital markets under its existing shelf registration. The senior notes rank ahead of the subordinated notes in a liquidation hierarchy, while the subordinated tranche extends further on the maturity curve.

The notes were issued under long-standing indentures with The Bank of New York Mellon as trustee, which supports consistency in covenant structures. Future periodic reports may discuss how this additional debt interacts with overall leverage, interest expense, and funding strategy over the life of these securities.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

FAQ

What new notes did American Express (AXP) issue on February 10, 2026?
American Express issued several debt securities, including $1,350,000,000 of 4.009% Fixed-to-Floating Rate Notes due February 9, 2029, $1,000,000,000 of 4.456% Fixed-to-Floating Rate Notes due February 10, 2032, and $650,000,000 of Floating Rate Notes due February 9, 2029.

Did American Express (AXP) issue any subordinated notes in this 8-K?
Yes. American Express issued $500,000,000 of 5.412% Fixed-to-Fixed Rate Subordinated Notes due February 8, 2041. These subordinated notes were issued under a subordinated indenture originally dated August 1, 2007, as supplemented by later supplemental indentures with The Bank of New York Mellon as trustee.

Under what registration statement were the new American Express (AXP) notes offered?
All of the new notes were issued pursuant to a Prospectus Supplement dated February 3, 2026 to a Prospectus dated February 9, 2024. That prospectus forms part of American Express Company’s Registration Statement on Form S-3, file number 333-276975, which provides a shelf for such offerings.

Which trustee and indentures govern the new American Express (AXP) senior notes?
The senior notes were issued under a senior indenture dated August 1, 2007 between American Express Company and The Bank of New York Mellon. This indenture is supplemented by a first supplemental indenture dated February 12, 2021 and a second supplemental indenture dated May 1, 2023.

On which exchange are American Express (AXP) common shares listed?
American Express Company’s common shares, with a par value of $0.20 per share, trade on the New York Stock Exchange under the symbol AXP. The company also has 3.433% Fixed-to-Floating Rate Notes due May 20, 2032 listed on the New York Stock Exchange under the symbol AXP32.

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Understanding 8-K Material Events →
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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): February 10, 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 classTrading 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, 2032AXP32New 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 8.01Other Events

Senior Notes Offering
Exhibits are filed herewith in connection with the issuance by American Express Company (the “Company”), on February 10, 2026, of $1,350,000,000 aggregate principal amount of 4.009% Fixed-to-Floating Rate Notes due February 9, 2029, $1,000,000,000 aggregate principal amount of 4.456% Fixed-to-Floating Rate Notes due February 10, 2032 and $650,000,000 aggregate principal amount of Floating Rate Notes due February 9, 2029 (collectively, the “Senior Notes”) pursuant to a Prospectus Supplement dated February 3, 2026 to the Prospectus dated February 9, 2024, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-276975). The Senior Notes were issued under a senior indenture, dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture thereto, dated as of February 12, 2021, and the second supplemental indenture thereto, dated as of May 1, 2023, each between the Company and the Trustee.
Subordinated Notes Offering
Exhibits are filed herewith in connection with the issuance by the Company, on February 10, 2026, of $500,000,000 aggregate principal amount of 5.412% Fixed-to-Fixed Rate Subordinated Notes due February 8, 2041 (the “Subordinated Notes”) pursuant to a Prospectus Supplement dated February 3, 2026 to the Prospectus dated February 9, 2024, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-276975). The Subordinated Notes were issued under a subordinated indenture, dated as of August 1, 2007, between the Company and the Trustee, as supplemented by the second supplemental indenture thereto, dated as of May 26, 2022, and the fourth supplemental indenture thereto, dated as of February 9, 2024, each between the Company and the Trustee.
Item 9.01Financial Statements and Exhibits

(d) Exhibits:
The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:

ExhibitDescription
5
Opinion and Consent of Benjamin L. Kuder, Esq.
23
Consent of Counsel (included in Exhibit 5)
104The cover page of this Current Report on Form 8-K, formatted as inline XBRL.
-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: February 10, 2026
-3-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

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