AMERICAN EXPRESS CO·4

Feb 3, 4:41 PM ET

Rutledge Elizabeth 4

4 · AMERICAN EXPRESS CO · Filed Feb 3, 2026

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American Express CMO Elizabeth Rutledge Receives Awards, Sells Shares

What Happened Elizabeth Rutledge, Chief Marketing Officer of American Express (AXP), reported vesting of performance- and restricted-stock awards and the surrender of a portion of those shares to cover tax obligations. On 2026-02-01 she acquired awards totaling 14,470 shares (8,985 PSUs vesting; 72 shares via dividend reinvestment; and 5,413 restricted shares from the 2022 Annual Incentive Award shown as derivative units at $0.00). To satisfy tax withholding, she surrendered 4,562 shares (valued at $352.17 each for proceeds of $1,606,600) and an additional 40 shares (also $352.17 each for $14,087), a combined disposal of 4,602 shares for ~$1,620,687.

Key Details

  • Transaction date: 2026-02-01; Form 4 filed 2026-02-03 (timely filing).
  • Dispositions: 4,562 shares for $352.17 each = $1,606,600; 40 shares for $352.17 each = $14,087. These dispositions were share surrenders to satisfy tax withholding.
  • Acquisitions/awards: 8,985 shares (vested Performance RSUs), 72 shares (dividend reinvestment), 5,413 shares (2022 Annual Incentive RSUs reported as derivative units at $0.00).
  • Footnotes indicate vesting criteria from February 2023 grants (PSUs/RSUs), dividend reinvestment, and routine tax withholding to cover obligations.
  • Shares owned after the reported transactions were not specified in the filing.

Context

  • These transactions reflect awards vesting and routine tax-withholding surrenders, not open-market sales or new purchases. Surrenders to pay taxes are common and do not necessarily indicate a change in insider sentiment.
  • The filing does not indicate a 10b5-1 plan or a late filing; no cashless market-sale beyond tax withholding was reported.

Insider Transaction Report

Form 4
Period: 2026-02-01
Rutledge Elizabeth
Chief Marketing Officer
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-02-01+8,98594,725.28 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-01$352.17/sh4,562$1,606,60090,163.28 total
  • Award

    Common Stock

    [F4]
    2026-02-01+7290,235.28 total
  • Tax Payment

    Common Stock

    [F5]
    2026-02-01$352.17/sh40$14,08790,195.28 total
  • Award

    Employee Stock Option (Right to Buy)

    [F7]
    2026-02-01+5,4135,413 total
    Exercise: $173.61From: 2026-02-01Exp: 2033-02-01Common Stock (5,413 underlying)
Holdings
  • Common Stock

    [F6]
    (indirect: By 401(k))
    2,174.79
Footnotes (7)
  • [F1]Represents shares acquired pursuant to the vesting of Performance Restricted Stock Units that were granted to the reporting person in February 2023, based upon the satisfaction of performance criteria specified for the award at the time of grant and the reporting person's continued employment.
  • [F2]Includes shares acquired pursuant to dividend reinvestment.
  • [F3]The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Performance Restricted Stock Units.
  • [F4]Represents shares earned under the 2022 Annual Incentive Award upon the Company's positive cumulative net income over 2023-2025 pursuant to Restricted Stock Units that were granted to the reporting person in February 2023.
  • [F5]The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Restricted Stock Units.
  • [F6]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.
  • [F7]Represents the vesting of Performance Stock Options that were granted to the reporting person in February 2023, based upon the satisfaction of performance criteria specified for the award at the time of grant and the reporting person's continued employment.
Signature
/s/ James J. Killerlane III, attorney-in-fact|2026-02-03

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT