Marquez Rafael 4

What Happened
Rafael Marquez, President, International Card at American Express, had 17,280 performance restricted stock units (PRSUs) vest on 2026-02-01. To satisfy tax withholding on the vesting, 8,122 shares were surrendered at $352.17 per share, a reported value of $2,860,325. This was not an open-market sale but a routine share surrender to cover tax obligations.

Key Details

• Transaction dates: 2026-02-01 (vesting and share surrender); Form 4 filed 2026-02-03.
• Award (A): 17,280 shares vested (no per-share price applicable for awards).
• Tax withholding (F): 8,122 shares disposed/surrendered at $352.17 per share, total ~$2,860,325.
• Net newly retained shares from the vesting: 17,280 − 8,122 = 9,158 shares (based on reported counts).
• Shares owned after transaction: not disclosed in this filing.
• Footnotes: F1 = shares vested from a Feb 2023 PRSU grant based on performance and continued employment; F2 = includes dividend reinvestment; F3 = disposition represents shares surrendered to satisfy tax obligations.
• Exhibit: Exhibit 24 (Power of Attorney) included.
• Timeliness: Filing date (Feb 3) is within the normal two-business-day reporting window following the Feb 1 transaction.

Context
Vesting of PRSUs and subsequent share withholding to cover taxes is common and typically routine, not necessarily a signal of an insider taking investment profits. The disposition here was a cashless withholding (shares surrendered) rather than an open-market sale.