[8-K] American Express Company Reports Material Event

Rhea-AI Filing Summary

On 07/21/2025, HCI Group (HCI) director Gregory Politis filed a Form 4 disclosing the grant of 750 restricted common shares under the company’s 2012 Omnibus Incentive Plan. The shares carry no purchase cost and will vest on 05/22/2026.

After the award, Politis reports beneficial ownership of 213,132 directly-held shares, 200,000 shares held jointly with his spouse, and the new 750 restricted shares, totalling roughly 413,882 shares. The incremental award is less than 0.2 % of his existing stake, signalling ongoing alignment but limited economic impact. No sales were reported.

Positive

• Director acquired additional equity, reinforcing insider–shareholder alignment through a time-based restricted stock award.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small insider award; signal positive but immaterial to valuation.

The 750-share restricted stock grant to Director Politis marginally increases insider ownership, reinforcing governance alignment. However, compared with his 400k+ share position and HCI’s 10 MM+ shares outstanding, the award is economically negligible. It neither changes float nor suggests a directional view on near-term fundamentals, so I view the filing as neutral for the stock.

Corporate Governance Expert

TL;DR: Routine equity compensation; supports alignment, no governance red flags.

The grant was made under the long-standing 2012 Omnibus Incentive Plan, follows standard vesting (≈10 months), and was properly reported within two days. Transparency and timing meet Section 16 requirements. Because the award size is small and there are no accompanying sales, governance implications are benign. Impact on shareholder rights or control is non-material.

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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): July 23, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)     The Board of Directors of American Express Company (the “Company”) elected Randal K. Quarles and Noel Wallace as directors of the Company, effective July 23, 2025. Mr. Quarles will serve as a member of the Board’s Nominating, Governance and Public Responsibility Committee and Risk Committee and Mr. Wallace will serve as a member of the Board’s Audit and Compliance Committee and Compensation and Benefits Committee. A copy of the press release announcing the election of Messrs. Quarles and Wallace is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Messrs. Quarles and Wallace and members of their immediate family are directors, employees and/or have equity interests in companies with whom the Company had entered into ordinary course business relationships prior to their election as directors of the Company and with whom the Company may enter into additional ordinary course relationships from time to time. These may include ordinary course merchant relationships pursuant to which these companies accept the Company’s credit and charge cards and pay the Company fees when their customers use these cards. From time to time, the Company may enter into joint marketing or other relationships with one or more of these companies in the ordinary course that encourage their customers to apply for and use the Company’s products and services. The Company may also provide ordinary course Corporate Card, travel and other payment and financing products and services, including extensions of credit, on terms and conditions similar to those available to other customers generally to some of these companies for which these companies pay fees to the Company. The Company may also engage in other commercial transactions with these companies and pay or receive fees in those transactions.

Messrs. Quarles and Wallace will participate in the compensation program for non-employee directors as described under the heading “Compensation of Directors” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 14, 2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit			Description
99.1			Press Release of American Express Company, dated July 23, 2025, announcing the election of Randal K. Quarles and Noel Wallace to the Company’s Board of Directors.
104			The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

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SIGNATURE

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: July 23, 2025

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FAQ

What did HCI director Gregory Politis acquire?

He received 750 restricted common shares on 07/21/2025 under the 2012 Omnibus Incentive Plan.

When will the restricted HCI shares vest?

The shares are scheduled to vest on 05/22/2026.

How many HCI shares does Politis now own?

Post-transaction he reports approximately 413,882 shares (213,132 direct, 200,000 joint, 750 new restricted).

Was there any sale of HCI shares in this filing?

No. The Form 4 records only an acquisition; no dispositions were reported.

Is the transaction size material to HCI’s share count?

No. 750 shares is an immaterial amount relative to HCI’s public float.