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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): August 12, 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 3.03. Material Modification to Rights of Security Holders.
On August 12, 2026, American Express Company (the “Company”) issued 1,600 shares of 6.450% Fixed Rate Reset Noncumulative Preferred Shares, Series E, $1.66 ⅔ par value per share (the “Series E Preferred Shares”), which were deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing 1,600,000 Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a Series E Preferred Share.
Under the terms of the Series E Preferred Shares, the ability of the Company to declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to its common shares or any preferred shares ranking on a parity with the Series E Preferred Shares (including the Company’s 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D, $1.66 ⅔ par value per share (the “Series D Preferred Shares”)), will be subject to certain restrictions in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series E Preferred Shares. The restrictions are set forth in the Certificate of Amendment described in Item 5.03 below.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 11, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of New York for the purpose of amending its Amended and Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of the Series E Preferred Shares. The Series E Preferred Shares have a liquidation preference of $1,000,000 per share. The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
The Company closed the sale of the Depositary Shares on August 12, 2026, pursuant to an underwriting agreement, dated August 5, 2026, between the Company and the underwriters named therein (which is attached hereto as Exhibit 1.1). The terms of the Depositary Shares are set forth in the Deposit Agreement, dated August 12, 2026, among the Company, as issuer, and Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary, Calculation Agent and Redemption Agent, and Computershare Trust Company, N.A., as Registrar and Transfer Agent, and the holders from time to time of the Depositary Receipts (the “Deposit Agreement”), and the form of Depositary Receipt. The Deposit Agreement and the form of Depositary Receipt are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated by reference herein.
The Company plans to send a redemption notice to the holders of the depositary shares each representing a 1/1,000th interest in a Series D Preferred Share (the “Series D Depositary Shares”), which will result in the redemption in full on September 15, 2026 of the Series D Depositary Shares and the Series D Preferred Shares pursuant to the terms of the Deposit Agreement, dated as of August 3, 2021, among the Company, as issuer, and Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary, and Computershare Trust Company, N.A., as Registrar, Calculation Agent and Transfer Agent, and the holders from time to time of the Series D Depositary Receipts, and the Certificate of Amendment of the Series D Preferred Shares. The aggregate redemption price will equal $1,000,000 per share of Series D Preferred Shares (equivalent to $1,000 per Series D Depositary Share), plus any declared and unpaid dividends.
This Current Report on Form 8-K does not constitute a notice of redemption with respect to the Series D Depositary Shares or 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 Company’s plan to send a redemption notice to holders of the Series D Depositary 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 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
| | | | | |
| Exhibit | Description |
| 1.1 | Underwriting Agreement, dated August 5, 2026, between the Company and the underwriters named therein, with respect to the offering of 1,600,000 Depositary Shares, each representing a 1/1,000th interest in a Series E Preferred Share |
| 3.1 | Certificate of Amendment for the Series E Preferred Shares |
| 4.1 | Deposit Agreement related to the Depositary Shares, dated August 12, 2026, among the Company, as issuer, and Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary, Calculation Agent and Redemption Agent, Computershare Trust Company, N.A., as Registrar and Transfer Agent, and the holders from time to time of the Depositary Receipts |
| 4.2 | Form of Depositary Receipt for the Depositary Shares (included in Exhibit 4.1) |
| 5.1 | Opinion of Cleary Gottlieb Steen & Hamilton LLP, regarding legality of the Series E Preferred Shares and the Depositary Shares |
| 23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1) |
| 104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL. |
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: August 12, 2026
