AMERICAN EXPRESS CO

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2026 PROXY STATEMENT 1 •

Proxy Summary

Our Company’s Strategic Imperatives

American Express Company (American Express, we, our, us or the Company) is a global payments and premium lifestyle brand powered by technology. Founded in 1850 and headquartered in New York, our card-issuing, merchant-acquiring and card network businesses offer products and services to a broad range of customers, including consumers, small businesses, mid-sized companies and large corporations around the world. We seek to grow by focusing on our five strategic imperatives. In January 2026, we added the fifth strategic imperative, to reimagine our customer and colleague experiences, as technology is transforming how we work and changing our customers’ expectations.

Business Performance

In 2025, we continued to execute our growth strategy. Business performance highlights in 2025 include:

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Grew total billed business by 8%, or 7% on an FX-adjusted basis(1), versus the prior year, with growth across geographies and across Goods & Services and Travel & Entertainment categories.

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Continued to execute our product refresh strategy globally, completing refreshes in nearly a dozen countries, including the successful launch of our updated U.S. Consumer and Business Platinum Cards.

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Enhanced our Membership Model with the expansion of our hotel network, new lounge openings and a multi-year partnership with Toast to enhance hospitality experiences across Resy, Tock and Toast’s restaurant networks.

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Invested in our digital capabilities and experiences, including the launch of a new Amex Travel App, a new app experience for our U.S. Platinum Card Members, and the acquisition of the Center expense management platform for commercial customers.

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Advanced generative artificial intelligence (GenAI) and agentic commerce initiatives, including Dining Companion and the development of standards with partners to enable agent-driven commerce.

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Expanded our network of world-class partners and renewed several key cobrand partnerships including British Airways, Air France-KLM and ANA.

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Added 12.5 million new proprietary cards, with over 70% of new accounts acquired on fee-paying products, bringing the total number of cards-in-force issued on our global network to 152.8 million.

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Continued momentum in customer acquisitions and spending by Millennial & Gen-Z customers, our fastest growing consumer cohorts.

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Continued to expand our coverage globally, reaching over 170 million American Express-accepting merchant locations worldwide(2).

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Maintained our strong and stable credit performance, with net write-off and delinquency rates remaining best-in-class.

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Financial Results

2025 financial highlights include:

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Total revenues net of interest expense reached an all-time high of $72.2 billion, up 10% versus the prior year, or 9% on an FX-adjusted basis(1).

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Revenue growth was broad-based across spend, lend and fee revenues.

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Diluted earnings per share (EPS) for the full year 2025 were $15.38, up 10%, or 15% excluding the prior-year gain on sale of Accertify, Inc. (Accertify)(3).

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Delivered 18% growth in net card fee revenues, to reach a record of $10 billion for the full year, and achieved the 30th consecutive quarter of double-digit year-over-year growth in the fourth quarter of 2025.

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$7.6 billion of capital was returned to our shareholders in the form of share repurchases and dividends.

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Ended the year with a Return on Equity (ROE) of 34%(4) as we delivered strong returns and maintained capital strength.

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1-year Total Shareholder Return (TSR) of 26% outperformed the S&P Financials Index by 11 percentage points(5).

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• 2 2026 PROXY STATEMENT

2025 Financial Performance Highlights

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(1)

FX-adjusted information assumes a constant exchange rate between the periods being compared for purposes of currency translation into U.S. dollars (i.e., assumes 2025 foreign exchange rates apply to 2024 results). Total Revenues Net of Interest Expense and Total Loans and Card Member Receivables on an FX-adjusted basis are non-GAAP measures. See Annex A for a reconciliation. Management believes the presentation of information on an FX-adjusted basis is helpful to investors by making it easier to compare the Company’s performance in one period to that of another period without the variability caused by fluctuations in currency exchange rates.

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(2)

Locations in force (LIF) estimate as of December 2025, which reflects an estimated 37 million merchants that accept American Express in China (including through digital wallets). LIF represents proprietary and partner acquired merchant locations where the merchant is enabled to accept American Express. LIF estimates incorporate data provided to us by certain third parties and include merchants that accept American Express through payment facilitators and digital wallets.

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(3)

Attributable to common shareholders. Represents net income less earnings allocated to participating share awards and dividends on preferred shares. EPS growth adjusted for the prior year gain on sale from Accertify is a non-GAAP measure. Management believes adjusted EPS is useful in evaluating the ongoing operating performance of the Company. See Annex A for a reconciliation to EPS growth on a GAAP basis.

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(4)

ROE is calculated by dividing (i) net income for the period by (ii) average shareholders’ equity for the period.

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(5)

TSR is the total return on common shares over a specified period, expressed as a percentage (calculated based on the change in stock price over the relevant measurement period and assuming reinvestment of dividends). Calculated as of December 31, 2025.

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How Our Compensation Program Supports Our Business Strategy

Our executive compensation program is designed to support the longevity and stability of the Company by driving long-term business outcomes, promoting strong governance practices and encouraging responsible risk-taking. This is achieved by linking individual pay with the Company’s performance on a diverse set of measures as well as financial and strategic goals. All senior executives have a large portion of compensation that is variable and covers annual and multi-year performance periods. Long-Term Incentive Awards (LTIA) are designed to align executives’ interests with the Company’s long-term performance using performance-based equity awards. Further, the Company’s annual performance scorecard (Company Scorecard) incentivizes strong performance and includes key objectives in four categories: Shareholder, Customer, Colleague and Strategic. To support strong oversight, our Compensation and Benefits Committee (CBC) approves performance goals across our categories and certifies performance outcomes.

Our executive compensation program, including compensation principles and strategy, is discussed in detail under the “Compensation Discussion and Analysis” section of this Proxy Statement.

2026 PROXY STATEMENT 3 •

Our Board of Directors

The following provides current summary information about each nominee to our Board of Directors (Board). Our director nominees possess a range of skills, backgrounds, experience and viewpoints that we believe are integral to an effective and well-functioning board. For more information about our director nominees, please see “Our Board’s Qualifications” on page 6. Detailed information about each director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 7.

Our Director Nominees

• 4 2026 PROXY STATEMENT

Corporate Governance Highlights

For a detailed discussion of our corporate governance framework and our director nominees, please see “Corporate Governance at American Express” beginning on page 5.