AMERICAN EXPRESS CO AXP

1% shingled-prose overlap between the two filings.

2025: 5,232 chars · 2026: 76,450 chars

• Pay Ratio (Item 402(u)):2% overlap (822 → 2,321 chars)

• changedOur CD&A describes our executive compensation programs and compensation decisions for our NEOs, who for 2025 2024were:
• changed​ Stephen Squeri has been Chairman and Chief Executive Officer of American Express since 2018.
• newHe is also the CEO of the AENB.
• changedUnder his leadership, American Express has been strategically investing in its colleagues, customers, partnerships, brand, andMembership Model and technologies to drive the long-term success of the Company.
• changedMr. Squeri joined American Express in 1985 1985,and during his over 40-year tenure tenure,has held various leadership positions across the organization, including Vice Chairman of American Express, Group President of Global Corporate Services, Group President of Global Services and Executive Vice President and Chief Information Officer.
• new​
• changed​ Christophe Le Caillec has been the Chief Financial Officer of American Express since 2023.
• newHe oversees the financial operations worldwide and plays an important role in developing the strategic direction for the Company and representing the Company to the financial community.
• newMr. Le Caillec joined American Express in 1997 and during his over 28-year tenure, has held several roles including Deputy CFO, where he partnered closely with the Executive Committee to drive the Company’s financial performance.
• newHe has also led the Corporate Planning team, as well as Risk, Technology and the Global Services Group Finance functions with several global business roles in Paris, Sydney, Singapore, London and New York.
• new​
• newBuckminster Former Vice Chairman​
• new​ Doug Buckminster served as Vice Chairman of American Express since 2021 until his retirement on March 6, 2026.
• changedHe played AsamemberoftheExecutiveCommittee,Mr.Buckminsterplaysa central role in driving the overall strategic direction of the Company and accelerating growth opportunities globally.
• newMr. Buckminster joined the Company in 1985 and during his over 40-year tenure held various leadership roles including Group President of Global Consumer Services, President of Global Network & International Card Services, President of International Consumer and Small Business Services, Regional President for Latin America, Canada and Caribbean and General Manager for International Lending and Insurance Services.
• new​
• newHoward M.
• newGrosfield Group President, U.S. Consumer Services​
• new​ Howard Grosfield has been the Group President of U.S. Consumer Services since 2025.
• newHe oversees the U.S. Consumer card portfolio, American Express Travel, the Centurion Lounge network, Global Dining, U.S. Consumer Banking, and Amex Offers Digital Media.
• newIn addition to these responsibilities, Mr. Grosfield leads American Express’ enterprise-wide technology, brand advertising and management and corporate development functions.
• newMr. Grosfield joined American Express in 2004 and during his over 21-year tenure has held a series of leadership roles, including President of U.S. Consumer Services, Executive Vice President & General Manager of U.S. Consumer Marketing and Global Premium Services, Country Manager for American Express Canada and President and CEO of Amex Bank of Canada and Vice President & General Manager for International Small Business Services.
• new​
• newRaymond D.
• newJoabar Group President, Global Commercial Services
• new​ Raymond Joabar has been the Group President of Global Commercial Services since 2025.
• newHe oversees the Company’s U.S. Small and Medium Enterprise and Global Commercial Card portfolios, B2B payments, working capital and spend management businesses, and the Company’s global customer service operations for consumers, commercial clients and merchants.
• newMr. Joabar joined American Express in 1992 and during his over 33-year tenure has held various leadership roles, including Group President of Global Merchant & Network Services, Chief Risk Officer of both American Express and AENB and President of International Card Services and Global Travel and Lifestyle Services.
• new​
• new​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ProxySummary ​ ​ CorporateGovernance atAmerican Express ​ ​ CorporateResponsibility andSustainability ​ ​ Audit CommitteeMatters ​ ​ ExecutiveCompensation ​ ​ ShareholderProposals ​ ​ Stock OwnershipInformation ​ ​ OtherInformation ​
• newTABLE OF CONTENTS​​
• new• 48 2026 PROXY STATEMENT
• newSection 1: Executive Summary
• newThe executive compensation program has been designed to drive strong business performance and to align executive compensation with long-term shareholder interests.
• newA large portion of total compensation of our NEOs is at risk and directly tied to Company and individual performance.
• newThe CD&A that follows provides shareholders with information about the design of the compensation programs, compensation decision-making process, our 2025 compensation decisions for our NEOs, and 2026 program changes that ensure our programs remain competitive, performance-oriented, and align to long-term shareholder value creation.
• new2025 Company Performance
• newSummary of Performance
• newOur 2025 results reflect the earnings power of our business model, driven by our premium, high credit-quality customer base and the greater scale and operating leverage we have achieved over the last several years, as well as the impact of strategic investments that strengthen our Membership Model and drive growth.
• newThe successful execution of our growth strategy, along with the strength of our premium customer base and differentiated business model, drove net income of $10.8 billion, or $15.38 diluted earnings per share.
• newThese results, paired with our consistent performance over time, have led to strong shareholder returns, with a one-year TSR of 26%, outperforming the S&P Financials Index by 11 percentage points(1).
• newFor 2025, the CBC determined the Company’s overall performance to have significantly outperformed the goals established in the Company’s Scorecard and took this into consideration in determining annual incentives for 2025 (see pages 59-62 for additional details).
• new​ Our 2025 key accomplishments include: ​
• new​ ▪ blacklining:none;Grew total billed business by 8%, or 7% on an FX-adjusted basis(2), versus the prior year, with growth across geographies and across Goods & Services and Travel & Entertainment categories.
• new​ ▪ blacklining:none;Continued execution of 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.
• new​ ▪ blacklining:none;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.
• new​ ▪ blacklining:none;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.
• new​ ▪ blacklining:none;Advanced GenAI and agentic commerce initiatives, including Dining Companion and the development of standards with partners to enable agent-driven commerce.
• new​ ​ ​ ▪ blacklining:none;Expanded our network of world-class partners and renewed several key cobrand partnerships including British Airways, Air France-KLM and ANA.
• new​ ▪ blacklining:none;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.
• new​ ▪ blacklining:none;Continued momentum in customer acquisitions and spending by Millennial & Gen-Z customers, our fastest growing consumer cohorts.
• new​ ▪ blacklining:none;Continued to expand our coverage globally, reaching over 170 million American Express-accepting merchant locations worldwide(3).
• new​ ▪ blacklining:none;Maintained our strong and stable credit performance, with net write-off and delinquency rates remaining best- in-class.
• new​ ▪ blacklining:none;91% of colleagues who participated in our Annual Colleague Experience Survey said they would recommend American Express as a great place to work.
• new​ ​
• new​
• new(1)
• newblacklining:none;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).
• newCalculated as of December 31, 2025.
• new(2)
• newblacklining:none;Refer to footnote 1 under “2025 Financial Performance Highlights” on page 2 for details regarding FX-adjusted information.
• new(3)
• newblacklining:none;Refer to footnote 2 under “2025 Financial Performance Highlights” on page 2 for details regarding our estimated LIF as of December 2025.
• new2026 PROXY STATEMENT 49 •
• newFinancial Performance
• new​ Revenue Growth ​ ​ ​ EPS(2) ​ ​ ​ ROE(3)​ ​ ​ +10% / +9%FX-adjusted(1) ​ ​ ​ $15.38 ​ ​ ​ 33.9% ​ ​ ▪ blacklining:none;Record revenues of $72.2 billion, up by 10% /​ 9% FX-adjusted(1) versus the prior year, driven by a mix of spend, lend and fee revenue ​ ​ ​ ​ ▪ blacklining:none;Grew EPS by 10% versus the prior year, or 15% adjusted for the prior-year gain on sale of Accertify(2), and returned $7.6 billion of capital to our shareholders through both share repurchases and dividends, while continuing to invest in our customers and colleagues ​ ​ ​ ​ ▪ blacklining:none;Continued to deliver strong returns driven by our spend and fee-led model ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
• newblacklining:none;EPS represents net income, less (i) earnings allocated to participating share awards of $74 million, $76 million and $64 million for the years ended December 31, 2025, 2024 and 2023, respectively, and (ii) dividends on preferred shares of $58 million for each of the years ended December 31, 2025, 2024 and 2023, 2024 EPS and 2025 year-over-year growth adjusted for the 2024 gain on sale from Accertify are non-GAAP measures.
• newRefer to footnote 3 under “2025 Financial Performance Highlights” on page 2 for details regarding adjusted EPS and Annex A for a reconciliation to EPS on a GAAP basis.
• newblacklining:none;ROE is calculated for the relevant periods by dividing the (i) net income for the period by (ii) average shareholders’ equity for the period.
• new2025 Say-on-Pay and Shareholder Engagement
• newThe CBC values the input of our shareholders and we regularly engage with them on executive compensation matters to foster a constructive dialogue on the programs and decision-making process.
• newThe CBC considers the long-term interests of the Company and our shareholders when making decisions regarding our compensation program.
• new​ blacklining:none;92.9% of the votes cast at our 2025 Annual Meeting of Shareholders favored our Say-on-Pay proposal.
• newThe Say-on-Pay results reflect the strong support for our compensation programs and pay-for-performance alignment.
• new​ blacklining:none;Following our 2025 Annual Meeting of Shareholders, we reached out to shareholders representing approximately 65% of our outstanding shares along with other stakeholders to discuss executive compensation, corporate governance, corporate sustainability and related matters.
• new​ We have a longstanding practice of engaging with our shareholders throughout the year on executive compensation matters and taking appropriate action considering feedback received.
• newFor further information on shareholder engagement, please see pages 33-34.
• new​ ​ ​
• newTABLE OF CONTENTS​
• new• 50 2026 PROXY STATEMENT

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