[8-K] AMERICAN EXPRESS CO Reports Material Event

Rhea-AI Filing Summary

American Express Company reported the issuance of $2,000,000,000 aggregate principal amount of 4.804% Fixed-to-Floating Rate Notes due October 24, 2036. The notes were issued on October 24, 2025 under the company’s shelf registration, pursuant to a Prospectus Supplement dated October 20, 2025 to a Prospectus dated February 9, 2024.

The Notes were issued under the senior indenture dated August 1, 2007, as supplemented on February 12, 2021 and May 1, 2023, with The Bank of New York Mellon serving as trustee. This filing also includes related legal opinions and consents as exhibits.

Insights

Capital markets analyst

AXP issued $2.0B fixed-to-floating notes due 2036.

American Express completed a senior note issuance of $2,000,000,000 at a 4.804% fixed-to-floating rate, maturing on October 24, 2036. The issuance was conducted under its effective Form S-3 shelf via a Prospectus Supplement dated October 20, 2025.

The notes are governed by the senior indenture dated August 1, 2007, supplemented in 2021 and 2023, with The Bank of New York Mellon as trustee. This structure is standard for large investment‑grade issuers and signals routine access to debt markets.

Implications are administrative rather than thesis‑changing; the filing lists terms and governing documents without proceeds details or covenants in this excerpt. Subsequent filings may provide additional specifics.

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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): October 24, 2025

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 8.01 Other Events

Exhibits are filed herewith in connection with the issuance by American Express Company (the “Company”), on October 24, 2025, of $2,000,000,000 aggregate principal amount of 4.804% Fixed-to-Floating Rate Notes due October 24, 2036 (the “Notes”) pursuant to a Prospectus Supplement dated October 20, 2025 to the Prospectus dated February 9, 2024, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-276975). The 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.

Item 9.01 Financial 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:

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

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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: October 24, 2025

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FAQ

What did American Express (AXP) announce in this filing?

American Express issued $2,000,000,000 of 4.804% Fixed-to-Floating Rate Notes due October 24, 2036.

When were the new AXP notes issued and when do they mature?

The notes were issued on October 24, 2025 and mature on October 24, 2036.

What documents govern the new American Express notes?

They were issued under a senior indenture dated August 1, 2007, as supplemented on February 12, 2021 and May 1, 2023, with The Bank of New York Mellon as trustee.

Under what registration did AXP issue these notes?

Under its Form S-3 shelf, via a Prospectus Supplement dated October 20, 2025 to a Prospectus dated February 9, 2024.

What exhibits accompanied the American Express note issuance?

Exhibits include the legal opinion and consent (Exhibit 5), a consent (Exhibit 23), and the inline XBRL cover page (Exhibit 104).

What is the interest rate on the newly issued AXP notes?

The notes carry a 4.804% fixed-to-floating rate, as disclosed.