American Express (AXP) Form 4: Option Exercise and Sales by CEO

Rhea-AI Filing Summary

Stephen J. Squeri, Chairman and CEO of American Express Company (AXP), reported several transactions on 09/04/2025. He exercised employee stock options to acquire 112,272 shares at an exercise price of $131.68 per share. On the same date he sold a total of 112,272 shares in multiple transactions at weighted average prices reported as $329.03, $329.81, and $330.43 (ranges disclosed in footnotes). He also withdrew 52,870 shares from a Grantor Retained Annuity Trust (GRAT), converting those shares from indirect to direct ownership by exchanging cash and securities into the GRAT. The report lists shares held in his 401(k) Trust and shows ownership tallies following each reported transaction.

Positive

• Exercise of employee stock options demonstrates use of long-term compensation benefits (112,272 options exercised at $131.68).
• GRAT transaction was disclosed with explanatory detail and characterized as an ownership form change exempt under Rule 16a-13.

Negative

• Immediate disposition of exercised shares (sales totaling 112,272 shares) reduced direct holdings reported on the form.
• Large single-day transactions (exercise plus sales plus GRAT movement) may reduce insider-held common stock, as shown in reported ownership tallies.

Insights

Financial Analyst

TL;DR: CEO exercised options and immediately sold the exercised shares, realizing proceeds near $329–$330 per share.

The filing documents a standard option exercise (112,272 shares at $131.68) followed by contemporaneous sales totaling 112,272 shares at weighted average prices in the low-$330s. This sequence indicates a cashless or sell-to-cover pattern where exercised shares are monetized. The reported prices and quantities are explicit; no forward-looking information or reasons for the transactions are disclosed.

Corporate Governance Expert

TL;DR: The filing shows a form-of-ownership change from a GRAT and routine Section 16 disclosures, with no governance red flags disclosed.

The disclosure that 52,870 shares were withdrawn from a GRAT and exchanged for cash and securities is a change in form of beneficial ownership, described as exempt under Rule 16a-13. The form is signed by an attorney-in-fact and includes required explanatory footnotes and retirement-plan holdings. The filing contains complete explanatory language about sale price ranges and unit accounting for the 401(k) Trust.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Squeri Stephen J

(Last) (First) (Middle)

200 VESEY STREET, AMERICAN EXPRESS TOWER

(Street)

NEW YORK NY 10285-5001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN EXPRESS CO [ AXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/04/2025		M		112,272	A	$131.68	205,082	D
Common Stock	09/04/2025		S		24,480	D	$329.03(1)	180,602	D
Common Stock	09/04/2025		S		48,522	D	$329.81(2)	132,080	D
Common Stock	09/04/2025		S		39,270	D	$330.43(3)	92,810	D
Common Stock	09/04/2025		J(4)		52,870	D	(4)	6,665	I	by GRAT
Common Stock	09/04/2025		J(4)		52,870	A	(4)	145,680	D
Common Stock								38,750	I	by 2020 GRAT
Common Stock								129.38	I	401(k) Trust(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$131.68	09/04/2025		M			112,272	01/29/2023	01/29/2030	Common Stock	112,272	$0	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $328.71 to $329.34. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

2. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $329.35 to $330.07. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

3. The price reported in Column 4 is a weighted average price, rounded to the nearest cent. These shares were sold in multiple transactions at prices ranging from $330.08 to $330.92. The reporting person undertakes to provide to American Express Company, any security holder of American Express Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this range.

4. On September 4, 2025, the reporting person withdrew 52,870 shares of Company common stock from a Grantor Retained Annuity Trust (GRAT) established for the benefit of himself and his beneficiaries. In exchange for the shares, the reporting person contributed to the GRAT cash and securities with a value equal to the deemed value of the shares. The withdrawal of shares from the GRAT resulted in a decrease in the number of shares the reporting person beneficially owns indirectly through the GRAT and a corresponding increase in the number of shares the reporting person beneficially owned directly. The reporting person believes that his withdrawal of shares from the GRAT constitutes a change in form of beneficial ownership of the shares, exempted by Rule 16a-13 under the Securities Exchange Act of 1934.

5. Shares held in reporting person's account under the Company's Retirement Savings Plan. This plan uses unit accounting, and the number of shares that a participant is deemed to hold varies with the unit price of the Company pooled stock fund.

Remarks:

Exhibit 24: Power of Attorney

	/s/ James J. Killerlane III, attorney in-fact	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did AXP CEO Stephen J. Squeri report on Form 4?

He reported exercising 112,272 employee stock options at $131.68 per share and selling 112,272 shares in multiple transactions on 09/04/2025.

At what prices were the AXP shares sold according to the Form 4?

Sales were reported as weighted average prices with ranges disclosed in footnotes: $328.71–$329.34, $329.35–$330.07, and $330.08–$330.92.

What change occurred involving a GRAT in the Form 4 filing?

The reporting person withdrew 52,870 shares from a Grantor Retained Annuity Trust (GRAT), exchanging them for cash and securities, which changed the form of beneficial ownership.

Did the Form 4 disclose holdings in retirement accounts?

Yes. The filing notes shares held in the reporting person's 401(k) Trust, using unit accounting that causes the reported share number to vary with the plan's unit price.

When are the exercised options exercisable and when do they expire?

The exercised options were noted as exercisable since 01/29/2023 with an expiration date of 01/29/2030.

Who signed the Form 4 filing for Stephen J. Squeri?

The form was signed by James J. Killerlane III, attorney-in-fact on behalf of the reporting person on 09/08/2025.