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Get filing alertsAmerican Express issues $1.6B Series E preferred stock, to redeem Series D on Sept 15
Filed August 12, 2026 · Period ending August 12, 2026 · ~1 min read
Key Changes
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Issued 1,600 shares of 6.450% Series E Preferred Stock ($1M liquidation preference per share, structured as 1.6M depositary shares at $1,000 each) through underwritten offering closed Aug 12.
Item 3.03 verify on EDGAR → -
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Series E terms restrict common and parity preferred dividends if AXP fails to pay full Series E dividends, creating payment hierarchy that prioritizes new preferred holders.
Item 3.03 verify on EDGAR → -
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Plans to redeem all Series D Preferred Shares on Sept 15, 2026 at $1,000 per depositary share ($1M per underlying share) plus unpaid dividends.
Item 8.01 verify on EDGAR → -
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Filed certificate amendment Aug 11 to establish Series E Preferred Shares class with $1M per share liquidation preference.
Item 5.03 verify on EDGAR →
Summary
American Express completed a preferred stock refinancing, issuing $1.6 billion of new 6.450% Series E Preferred Stock while planning to redeem its existing Series D preferred shares on September 15. The Series E offering closed August 12 through an underwritten transaction, with 1,600 shares at $1 million liquidation preference each (structured as 1.6 million depositary shares at $1,000 apiece). The Series D redemption will pay holders $1,000 per depositary share plus any unpaid dividends.
The new Series E shares impose dividend payment restrictions: if American Express fails to pay full Series E dividends, it cannot pay dividends on common stock or other parity preferred shares. This creates a payment hierarchy favoring the new preferred holders and could constrain common distributions if the company encounters financial stress. The transaction appears to be a refinancing that swaps the 3.550% Series D (issued August 2021) for the higher-rate 6.450% Series E, reflecting current market conditions for preferred equity.
Section-by-Section Diff
Event · Item 3.03 — Material Modification to Rights of Security Holders
Item 3.03 — Material Modification to Rights of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Under the terms of the Series E Preferred Shares, the ability of the Company to declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to its common shares or any preferred shares ranking on a parity with the Series E Preferred Shares (including the Company’s 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D, $1.66 ⅔ par value per share (the “Series D Preferred Shares”)), will be subject to certain restrictions in the event that the Company fails to declare and pay full dividends (or declare and set aside a sum sufficient for payment thereof) on its Series E Preferred Shares.
The new Series E Preferred Shares impose restrictions on American Express's ability to pay dividends on common stock or other parity preferred shares (including existing Series D Preferred Shares) if the company fails to pay full dividends on the Series E shares. This creates a payment hierarchy that prioritizes the new preferred shareholders and could limit common shareholder distributions if the company encounters financial stress.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 11, 2026, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of New York for the purpose of amending its Amended and Restated Certificate of Incorporation to fix the designations, preferences, limitations and relative rights of the Series E Preferred Shares. The Series E Preferred Shares have a liquidation preference of $1,000,000 per share.
American Express amended its certificate of incorporation to establish a new class of preferred stock called Series E Preferred Shares. Each share has a liquidation preference of $1,000,000, meaning holders would receive $1 million per share before common shareholders in a liquidation event. The filing does not disclose how many shares will be issued, the dividend rate, voting rights, or the purpose of this preferred stock issuance.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company closed the sale of the Depositary Shares on August 12, 2026, pursuant to an underwriting agreement, dated August 5, 2026, between the Company and the underwriters named therein
American Express completed the sale of new depositary shares on August 12, 2026, through an underwritten offering. The terms are governed by a deposit agreement with Computershare as depositary, calculation agent, and redemption agent.
Added in current filing · verify on EDGAR →
The Company plans to send a redemption notice to the holders of the depositary shares each representing a 1/1,000th interest in a Series D Preferred Share (the “Series D Depositary Shares”), which will result in the redemption in full on September 15, 2026 of the Series D Depositary Shares and the Series D Preferred Shares pursuant to the terms of the Deposit Agreement, dated as of August 3, 2021
American Express will redeem all outstanding Series D preferred shares and depositary shares on September 15, 2026. This represents a full redemption of the Series D class originally issued in August 2021.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 13, 2026 · How we verify