American Express Company filed a Form 8-K with the SEC on August 12, 2026, disclosing the issuance of 1,600,000 Depositary Shares representing a new series of preferred stock and announcing a planned full redemption of its existing Series D preferred securities.

Key Highlights

  • New preferred issuance: American Express issued 1,600 shares of 6.450% Fixed Rate Reset Noncumulative Preferred Shares, Series E, with a par value of $1.66 2/3 per share, deposited against 1,600,000 Depositary Shares each representing a 1/1,000th interest in one Series E Preferred Share.
  • Liquidation preference: Each Series E Preferred Share carries a liquidation preference of $1,000,000 per share, according to the filing.
  • Sale closing date: The company closed the sale of the Depositary Shares on August 12, 2026, pursuant to an underwriting agreement dated August 5, 2026.
  • Series D redemption planned: The company disclosed plans to send a redemption notice to Series D Depositary Share holders, targeting a full redemption on September 15, 2026.
  • Series D redemption price: The aggregate redemption price is to equal $1,000,000 per Series D Preferred Share (equivalent to $1,000 per Series D Depositary Share), plus any declared and unpaid dividends.
  • Dividend restrictions: Under the Series E terms, the company's ability to declare or pay dividends on common shares or parity preferred shares is subject to certain restrictions if full dividends on the Series E Preferred Shares are not declared and paid.

American Express Completes Series E Preferred Offering and Prepares to Retire Series D

According to the filing, American Express Company (NYSE:AXP) completed two related preferred-stock actions on and around August 12, 2026. The company issued 1,600 Series E Preferred Shares on that date, with those shares deposited against delivery of depositary receipts evidencing 1,600,000 Depositary Shares. The Series E shares carry a rate of 6.450% Fixed Rate Reset Noncumulative and a par value of $1.66 2/3 per share. The Certificate of Amendment establishing the Series E Preferred Shares was filed with the Secretary of State of the State of New York on August 11, 2026, the company disclosed.

The filing further states that the Deposit Agreement governing the new Depositary Shares is dated August 12, 2026, and names Computershare Inc. and Computershare Trust Company, N.A. jointly as Depositary, Calculation Agent and Redemption Agent, with Computershare Trust Company, N.A. also serving as Registrar and Transfer Agent. The underwriting agreement for the offering was dated August 5, 2026.

Separately, the company disclosed it "plans to send a redemption notice" to holders of its existing Series D Depositary Shares, which would result in "the redemption in full on September 15, 2026" of both those depositary shares and the underlying Series D Preferred Shares. The filing notes that the stated redemption price equals $1,000,000 per Series D Preferred Share, or $1,000 per Series D Depositary Share, plus any declared and unpaid dividends. The filing explicitly states that the Current Report "does not constitute a notice of redemption" for the Series D securities. The company characterized its plan to send a redemption notice as a forward-looking statement subject to risks and uncertainties.

What Was Disclosed

American Express disclosed the issuance of 1,600,000 Depositary Shares tied to new 6.450% Series E Preferred Shares, the closing of that offering on August 12, 2026, and a plan to fully redeem its Series D preferred securities on September 15, 2026 at $1,000 per depositary share plus declared and unpaid dividends.