AMERICAN EXPRESS CO·4

Feb 3, 4:46 PM ET

Squeri Stephen J 4

4 · AMERICAN EXPRESS CO · Filed Feb 3, 2026

Research Summary

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American Express (AXP) CEO Stephen Squeri Receives Awards, Surrenders Shares

What Happened
Stephen J. Squeri, Chairman and CEO of American Express (AXP), had performance-based awards vest on Feb 1, 2026. He was credited with 123,033 shares from vested Performance Restricted Stock Units and 74,129 shares from vested Performance Stock Options (total acquired = 197,162 shares). To satisfy tax withholding on the vesting, 62,466 shares were surrendered at $352.17 per share, generating proceeds of $21,998,651 (share surrender to cover tax obligations, not an open-market sale).

Key Details

  • Transaction date: 2026-02-01; Form 4 filed 2026-02-03 (appears timely).
  • Acquisitions: 123,033 shares (PRSUs vesting, F1) and 74,129 derivative shares (Performance Stock Options vesting, F5).
  • Disposition: 62,466 shares surrendered to satisfy tax withholding at $352.17/share for $21,998,651 (F3). This is a tax-withholding disposition (code F), not a market sale for investment proceeds.
  • Post-transaction holdings: The filing does not list a simple net “shares owned” total; it notes prior transfers of 163,292.479 shares to a 2025 Master GRAT (F2) and holdings in the company Retirement Savings Plan (unit-priced; F4).
  • Footnotes: F1/F5 = vesting tied to 2023 performance grants; F3 = shares surrendered for taxes; F2/F4 = prior transfer to GRAT and retirement-plan accounting.

Context
This was primarily an award vesting event tied to prior performance grants (not an open-market purchase or opportunistic sale). The surrender of shares was a routine tax-withholding mechanism commonly used when restricted awards or option settlements vest; it does not necessarily indicate a change in the insider’s view of the company.

Insider Transaction Report

Form 4
Period: 2026-02-01
Squeri Stephen J
DirectorChairman and CEO
Transactions
  • Award

    Common Stock

    [F1][F2]
    2026-02-01+123,033123,033 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-01$352.17/sh62,466$21,998,65160,567 total
  • Award

    Employee Stock Option (Right to Buy)

    [F5]
    2026-02-01+74,12974,129 total
    Exercise: $173.61From: 2026-02-01Exp: 2033-02-01Common Stock (74,129 underlying)
Holdings
  • Common Stock

    [F4]
    (indirect: By Trust)
    129.82
  • Common Stock

    [F2]
    (indirect: By Stephen J Squeri 2025 Master GRAT)
    163,292.479
Footnotes (5)
  • [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]Balance reflects the prior transfer of 163,292.479 shares from the reporting person's direct holdings to the Stephen J. Squeri 2025 Master GRAT, which is exempt from Section 16 pursuant to Rule 16a-13.
  • [F3]The reported disposition represents the surrender of shares to satisfy tax obligations arising from the vesting of Performance Restricted Stock Units.
  • [F4]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.
  • [F5]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