8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

AMERICAN EXPRESS COMPANY

(Exact name of registrant as specified in its charter)

New York	1-7657	13-4922250
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Vesey Street,

New York, New York 10285

(Address of principal executive offices and zip code)

(212) 640-2000

(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares (par value $0.20 per Share)	AXP	New York Stock Exchange
3.433% Fixed-to-Floating Rate Notes due May 20, 2032	AXP32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)     The Board of Directors of American Express Company (the “Company”) elected Randal K. Quarles and Noel Wallace as directors of the Company, effective July 23, 2025. Mr. Quarles will serve as a member of the Board’s Nominating, Governance and Public Responsibility Committee and Risk Committee and Mr. Wallace will serve as a member of the Board’s Audit and Compliance Committee and Compensation and Benefits Committee. A copy of the press release announcing the election of Messrs. Quarles and Wallace is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Messrs. Quarles and Wallace and members of their immediate family are directors, employees and/or have equity interests in companies with whom the Company had entered into ordinary course business relationships prior to their election as directors of the Company and with whom the Company may enter into additional ordinary course relationships from time to time. These may include ordinary course merchant relationships pursuant to which these companies accept the Company’s credit and charge cards and pay the Company fees when their customers use these cards. From time to time, the Company may enter into joint marketing or other relationships with one or more of these companies in the ordinary course that encourage their customers to apply for and use the Company’s products and services. The Company may also provide ordinary course Corporate Card, travel and other payment and financing products and services, including extensions of credit, on terms and conditions similar to those available to other customers generally to some of these companies for which these companies pay fees to the Company. The Company may also engage in other commercial transactions with these companies and pay or receive fees in those transactions.

Messrs. Quarles and Wallace will participate in the compensation program for non-employee directors as described under the heading “Compensation of Directors” in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 14, 2025.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Press Release of American Express Company, dated July 23, 2025, announcing the election of Randal K. Quarles and Noel Wallace to the Company’s Board of Directors.
104	The cover page of this Current Report on Form 8-K, formatted as inline XBRL.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN EXPRESS COMPANY
(REGISTRANT)
By:	/s/ James J. Killerlane III
	Name:  James J. Killerlane III
	Title:    Corporate Secretary

Date: July 23, 2025

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Document

EXHIBIT 99.1

NEWS RELEASE	NEWS RELEASE	NEWS RELEASE	NEWS RELEASE

American Express Elects Randal K. Quarles and Noel Wallace to Board of Directors

New York, July 23, 2025 -- American Express Company (NYSE: AXP) today announced that Randal K. Quarles and Noel Wallace have been elected to its Board of Directors, effective July 23, 2025. With these appointments, the American Express Board increases to 14 members.

Mr. Quarles has served as the Executive Chairman and Co-Founder of The Cynosure Group, a diversified investment firm, since 2022. He previously served as Vice Chairman for Supervision of the Board of Governors of the Federal Reserve System from 2017 to 2021, during which time he was also appointed Chair of the Financial Stability Board.

“We are honored to welcome Randy, who brings decades of financial services, public service, financial regulation and private equity experience, to our Board,” said Stephen J. Squeri, Chairman and Chief Executive Officer at American Express. “As a distinguished leader who helped shape the U.S. financial regulatory framework, as well as the global financial system, he will add invaluable perspectives to American Express.”

Mr. Wallace has served as the President and Chief Executive Officer of Colgate-Palmolive Company (Colgate-Palmolive), a worldwide consumer products company, since 2019 and Chairman of its Board of Directors since 2020, after being elected to the Board of Directors in 2019.

Mr. Squeri continued “Noel has extensive leadership experience driving the growth and transformation of large-scale business operations and global consumer brands. His international operational acumen, and in-depth branding and marketing expertise will be tremendous assets to support our company’s long runway for growth.”

Mr. Quarles will join the Board’s Nominating, Governance, and Public Responsibility Committee and Risk Committee. Mr. Wallace will join the Board’s Audit and Compliance Committee and Compensation and Benefits Committee.

Randal K. Quarles

Prior to his appointment to the Board of Governors of the Federal Reserve System, Mr. Quarles was Managing Partner of The Cynosure Group from its founding in 2013 to 2017, and a partner at The Carlyle Group, a global investment firm, from 2007 to 2013. Previously, he served as Under Secretary for Domestic Finance at the U.S. Department of the Treasury from 2005 to 2006, and Assistant Secretary of the Treasury for International Affairs from 2002 to 2005. During this tenure, Mr. Quarles was the Policy Chair of the Committee on Foreign Investment in the U.S. Earlier in his career, he was the U.S. Executive Director of the International Monetary Fund from 2001 to 2002; a Partner at the international law firm of Davis, Polk & Wardwell from 1993 to 2001; and Deputy Assistant Secretary of the Treasury for Financial Institutions and Special Assistant to the Secretary of the Treasury for Banking Legislation from 1991 to 1993.

Mr. Quarles currently serves on the Supervisory Board of Patomak Global Partners, LLC, a financial services consulting firm, and on the Boards of Directors of Intermountain Health, the largest hospital system in the Mountain West, and GSS UK Services Limited, a UK company providing compliance technology for financial firms. He received his Bachelor of Arts from Columbia University and his Juris Doctor from Yale University.

Noel Wallace

Mr. Wallace began his career at Colgate-Palmolive in 1987 and progressed through a series of senior management roles around the world, including President and Chief Operating Officer from 2018 to 2019, responsible for all of the operating units worldwide; Chief Operating Officer, Global Innovation & Growth and Hill’s Pet Nutrition from 2016 to 2018; President, Colgate Latin America from 2013 to 2016; President, Colgate North America and Global Sustainability from 2010 to 2013; and other management positions of increasing responsibility at Colgate-Palmolive.

Mr. Wallace previously served on the Board of Directors of Kellanova, formerly known as the Kellogg Company, from 2015 to 2018. He has been a member of the Board of Directors of The Consumer Goods Forum since 2019 and the Board of Trustees of New York Presbyterian Hospital since 2021. Mr. Wallace received his Bachelor of Business Administration from Texas A&M University.

ABOUT AMERICAN EXPRESS

American Express (NYSE: AXP) is a global payments and premium lifestyle brand powered by technology. Our colleagues around the world back our customers with differentiated products, services and experiences that enrich lives and build business success.

Founded in 1850 and headquartered in New York, American Express’ brand is built on trust, security, and service, and a rich history of delivering innovation and Membership value for our customers. With over a hundred million merchant locations across our global network, we seek to provide the world’s best customer experience every day to a broad range of consumers, small and medium-sized businesses, and large corporations.

For more information about American Express, visit americanexpress.com, americanexpress.com/en-us/newsroom/, and ir.americanexpress.com.

Source: American Express Company

Location: Global

Media:

Amanda Miller, Amanda.C.Miller@aexp.com, +1.408.219.0563

Deniz Yigin, Deniz.Yigin@aexp.com, +1.332.999.0836

Investors/Analysts:

Kartik Ramachandran, Kartik.Ramachandran@aexp.com, +1.212.640.5574

Amanda Blumstein, Amanda.Blumstein@aexp.com, +1.212.640.5574

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