AMERICAN EXPRESS CO 8-K

What Happened
American Express Company (AXP) announced the issuance on February 10, 2026 of $3.5 billion aggregate principal amount of debt securities under its shelf registration. The offering included $3.0 billion of Senior Notes and $500 million of Subordinated Notes pursuant to a Prospectus Supplement dated February 3, 2026 to the Prospectus dated February 9, 2024 (Form S-3 No. 333-276975). The Bank of New York Mellon is the trustee under the applicable indentures.

Key Details

• Total issued: $3.5 billion aggregate principal amount.
• Senior Notes (total $3.0B):
  • $1,350,000,000 of 4.009% Fixed-to-Floating Rate Notes due February 9, 2029.
  • $1,000,000,000 of 4.456% Fixed-to-Floating Rate Notes due February 10, 2032.
  • $650,000,000 of Floating Rate Notes due February 9, 2029.
  • Issued under the senior indenture dated August 1, 2007, as supplemented (most recently by supplements dated February 12, 2021 and May 1, 2023).
• Subordinated Notes:
  • $500,000,000 of 5.412% Fixed-to-Fixed Rate Subordinated Notes due February 8, 2041.
  • Issued under the subordinated indenture dated August 1, 2007, as supplemented (including supplements dated May 26, 2022 and February 9, 2024).

Why It Matters
This filing documents a sizable debt raise that affects American Express’s capital structure and upcoming cash obligations. The senior notes add near- and medium-term debt (2029 and 2032 maturities) while the subordinated notes extend funding to 2041 with a higher coupon, which investors should note when assessing interest expense, maturity risk and the company’s leverage. The fixed-to-floating features and differing seniority (senior vs. subordinated) influence how these securities behave as rates change and how they rank in the capital structure.