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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. ☐
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. |
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
