What changed in this filing

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Item 9A. Controls and Procedures

2026-02-06 compared with 2025-02-07 · 43 added, 47 removed, 426 unchanged (17% of the section changed)

6 unchanged sentences

Rule 10b5-1 Trading Plans

On December 3, 2024 , Anna Marrs , our Group President, Global Merchant and Network Services , entered into a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K under the Exchange Act), which is scheduled to expire no later than September 30, 2025 .

Up to 21,955 shares may be sold on the open market in accordance with the terms of Ms.

Marrs’s trading arrangement.

No non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) were adopted by any of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2024, and no Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were terminated by any such director or officer during such period.

During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We expect to file with the SEC in March 2025 (and, in any event, not later than 120 days after the close of our last fiscal year), a definitive proxy statement, pursuant to SEC Regulation 14A in connection with our Annual Meeting of Shareholders to be held April 29, 2025, which involves the election of directors.

We expect to file with the SEC in March 2026 (and, in any event, not later than 120 days after the close of our last fiscal year), a definitive proxy statement, pursuant to SEC Regulation 14A in connection with our Annual Meeting of Shareholders to be held May 5, 2026, which involves the election of directors.

The following information to be included in such proxy statement is incorporated herein by reference:

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In addition, the information regarding executive officers called for by Item 401(b) of Regulation S-K may be found under the caption “Information About Our Executive Officers” under “Business.”

We have adopted a set of Corporate Governance Principles, which together with our Certification of Incorporation, By-Laws, the charters of the four standing committees of the Board of Directors (Audit and Compliance;

We have adopted a set of Corporate Governance Principles, which together with our Certificate of Incorporation, By-Laws, the charters of the four standing committees of the Board of Directors (Audit and Compliance;

Compensation and Benefits;

Nominating, Governance and Public Responsibility;

and Risk), our Code of Conduct (which constitutes our code of ethics) and the Code of Business Conduct for the Members of the Board of Directors, provide the framework for our governance.

A complete copy of our Corporate Governance Principles, Certification of Incorporation, By-Laws, the charters of each of the Board committees, the Code of Conduct (which applies not only to our Chief Executive Officer, Chief Financial Officer and Controller, but also to all our other colleagues) and the Code of Business Conduct for the Members of the Board of Directors may be found under “Governance and Corporate Responsibility” on our Investor Relations website at https://ir.americanexpress.com.

and Risk), our Code of Conduct (which constitutes our code of ethics that applies to all of our colleagues, including our Chief Executive Officer, Chief Financial Officer and Controller) and the Code of Business Conduct for Members of the Board of Directors, provide the framework for our governance.

A complete copy of our Corporate Governance Principles, Certificate of Incorporation, By-Laws, the charters of each of the Board committees, the Code of Conduct and the Code of Business Conduct for Members of the Board of Directors may be found under “Governance and Corporate Responsibility” on our Investor Relations website at https://ir.americanexpress.com.

We intend to disclose any amendments to our Code of Conduct, or waivers of our Code of Conduct on behalf of our Chief Executive Officer, Chief Financial Officer or Controller, on our website.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information set forth under the heading “Audit Committee Matters — PricewaterhouseCoopers LLP Fees and Services,” which will appear in our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held April 29, 2025, is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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The Company hereby agrees to furnish copies of these instruments to the SEC upon request.

Description of American Express Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2020).

4.5 Description of American Express Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended .

10.1 American Express Company Deferred Compensation Plan for Directors and Advisors, as amended and restated effective January 1, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K (Commission File No.

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1-7657) for the year ended December 31, 2010).

American Express Key Employee Charitable Award Program for Education (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 1990).

American Express Company Salary/Bonus Deferral Plan (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K (Commission File No.

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1-7657) for the year ended December 31, 2015).

Description of Compensation Payable to Non-Management Directors, effective January 1, 2025.

American Express Company 2007 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission File No.

1-7657), dated April 23, 2007 (filed April 27, 2007)).

American Express Company 2007 Incentive Compensation Plan Master Agreement (as amended and restated effective January 23, 2012) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission File No.

1-7657), dated January 23, 2012 (filed January 27, 2012)).

Form of nonqualified stock option award agreement for executive officers under the American Express Company 2007 Incentive Compensation Plan (for awards made after January 26, 2016) (incorporated by reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K (Commission File No.

Description of Compensation Payable to Non-Management Directors, effective January 1, 2025 (incorporated by reference to Exhibit 10.

19 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2024).

1 unchanged sentence

1-7657), dated May 6, 2024 (filed May 8, 2024)).

Form of nonqualified stock option award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.

24 of the Company’s Annual Report on Form 10-K (Commission File No.

Form of nonqualified stock option award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2023).

Form of restricted stock unit/restricted stock award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.

25 of the Company’s Annual Report on Form 10-K (Commission File No.

Form of restricted stock unit/restricted stock award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2023).

Form of award agreement for executive officers in connection with Performance Grant awards (a/k/a Executive Annual Incentive Awards) under the American Express Company 2016 Incentive Compensation Plan (for awards made after May 2, 2016) (incorporated by reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K (Commission File No.

Form of award agreement for executive officers in connection with Performance Grant awards (a/k/a Executive Annual Incentive Awards) under the American Express Company 2016 Incentive Compensation Plan ( i ncorporated by reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2016).

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1-7657), dated May 6, 2019 (filed May 6, 2019)).

American Express Company Insider Trading Policy .

American Express Company Insider Trading Policy (incorporated by reference to Exhibit 19 of the Company’s Annual Report on Form 10-K (Commission File No .

1-7657) for the year ended December 31, 2024) .

* 21 Subsidiaries of the Company.

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/s/ STEPHEN J.

SQUERI /s/ DEBORAH P.

Chairman, Chief Executive Officer and Director Deborah P.

SQUERI /s/ KAREN L.

Chairman, Chief Executive Officer and Director Karen L.

/s/ CHRISTOPHE Y.

/s/ CHARLES E.

PHILLIPS, JR.

Christophe Y.

Chief Financial Officer

/s/ JESSICA LIEBERMAN QUINN /s/ CHARLES E.

Phillips, Jr.

/s/ JESSICA LIEBERMAN QUINN /s/ LYNN A.

Jessica Lieberman Quinn

Executive Vice President and Corporate Controller

(Principal Accounting Officer) Charles E.

Phillips, Jr.

(Principal Accounting Officer) Lynn A.

/s/ MICHAEL J.

/s/ RANDAL K.

/s/ THOMAS J.

BALTIMORE, JR.

Baltimore, Jr.

/s/ DANIEL L.

/s/ WALTER J.

Baltimore, Jr.

/s/ NOEL WALLACE

/s/ THEODORE J.

LEONSIS /s/ CHRISTOPHER D.

LEONSIS /s/ LISA W.

/s/ DEBORAH P.

/s/ CHRISTOPHER D.

Christopher D.

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(b) Interest income primarily reflects interest on deposits from banks and dividends on investments in Federal Reserve stock.

(d) Average yields for both taxable and non-taxable investment securities have been calculated using amortized cost balances and do not include changes in fair value recorded in other comprehensive loss.

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(a) Averages based on month-end balances.

(b) Includes premises and equipment, net of accumulated depreciation and amortization.

(b) Includes other assets, less reserves for credit losses, and premises and equipment, net of accumulated depreciation and amortization.

Years Ended December 31,

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(3) (7) (10) 5 1 6

Non-taxable investment securities

— — — — (1) (1)

Change in interest income 2,648 $ (845) $ 1,803 $ 3,029 $ 783 $ 3,812

22 unchanged sentences

Weighted average yield (a)

Due within 1 year Due after 1 year but within 5 years Due after 5 years but within 10 years Due after 10 years Total

Due in 1 year or less

Due after 1 year through 5 years

Due after 5 years through 10 years

Due after 10 years Total

State and municipal obligations — % 5.77 % 5.69 % 2.25 % 3.65 %

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The following table summarizes the ratio of all loans and Card Member receivables categories.

The information is presented excluding amounts associated with Card Member loans HFS effective December 1, 2024.

The information is presented excluding amounts associated with Card Member loans HFS.

Years Ended December 31,

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Net write-offs — principal less recoveries $ 2,328 $ 2,200

Net write-offs — interest and fees less recoveries $ 511 $ 376

Net write-offs — interest and fees

Average consumer loans (billions) (a)

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Net write-offs — principal less recoveries $ 849 $ 694

Net write-offs — interest and fees less recoveries $ 110 $ 67

Net write-offs — interest and fees

Average small business loans (billions) (a)

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Principal, interest and fees net write-offs / average small business loans outstanding (b)

Net write-offs $ 187 $ 107

Net write-offs — principal less recoveries

Net write-offs — interest and fees

Average Other loans (billions) (a)

Net write-offs/average Other loans outstanding (b)

Principal only net write-offs / average Other loans outstanding (b)

Principal, interest and fees net write-offs / average Other loans outstanding (b)

Card Member receivables

Net write-offs — principal less recoveries $ 266 $ 274

Net write-offs — fees less recoveries $ 25 $ 24

Net write-offs — fees

Average consumer receivables (billions) (a)

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Net write-offs — principal less recoveries $ 337 $ 355

Net write-offs — fees less recoveries

Net write-offs — fees

Average small business receivables (billions) (a)

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(c) Non-accrual loans primarily include certain loans placed with outside collection agencies for which we have ceased accruing interest.

Amounts presented includes Other loans of $12 million and $7 million as of December 31, 2024 and 2023, respectively.

Higher non-accrual loans are primarily driven by higher legal placements.

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Allocation of Reserve for Credit Losses

The following table shows the reserve for credit losses allocated to Card Member loans (excluding Card Member loans HFS as of December 31, 2024), Card Member receivables and Other loans.

The following table shows the reserve for credit losses allocated to Card Member loans (excluding Card Member loans HFS as of December 31, 2025 and 2024, respectively), Card Member receivables and Other loans.

December 31, 2025

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures