AXP 10-K & 10-Q changes, risk factors and insider trading

This section highlights certain risks that could affect us and our businesses, broadly categorized in accordance with the risk types identified in our Enterpriserisk Riskgovernance Management (ERM) Frameworkframework: “Strategic & Business,and Reputational and Country Risks,” “Operational and Compliance/Legal Risks” and “Model, Credit, Market and Funding & Liquidity Risks.” You should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K, including in “Risk Management” under “MD&A,” which describes our approach to identifying, monitoring and managing the risks we assume in conducting our businesses and provides certain quantitative and qualitative disclosures about market risks. Although we have devoted and continue to devote significant resources to develop our risk management policies and procedures and expect to continue to do so in the future, these policies and procedures, as well asstrengthen our risk management techniques,capabilities and control environment, we may not be fully effectivesuccessful in meeting regulatory expectations and managing the risks to which we are exposed. For example, while we are currently conducting a comprehensive assessment and uplift of our risk management capabilities and control environment, the outcome may not meet our or our regulators’ expectations.

Strategic & Business,and Reputational and Country Risks

Business and economicMacroeconomic conditions are a major driver of our results of operations and difficult conditionschanges in the business and economic environment may materially adversely affect our business.

We offer a broad array of products and services to consumers, small businesses, mid-sized companies and large corporations and thus are very dependent upon the level of consumer and business activity and the demand for payment and financing products. Slow economic growth, economic contractioncontraction, persistent inflationary pressures or shifts in broader consumer and business trends can significantly impact customer behaviors, including spending on our cards, the ability and willingness of Card Members to borrow and pay amounts owed to us, demand for fee-based products and services and levels of customers’ deposits with us.

Factors such as consumer spending and confidence, household income and housing prices, levels of unemployment rates,and underemployment, business investment and inventory levels, bankruptcies, geopolitical instability, public policy decisions,decisions and uncertainty, government spending,spending and debt, international trade relationships, tariffs, interest rates, taxes, inflation and deflation (including the effects of related governmental responses), impacts of new technologies, energy costs and availability of capital and credit all affect the economic environment and, ultimately, our profitability. Additionally, sustained periods of high inflation may, among other things, increase certain of our expenses and erode consumer purchasing power, confidence and spending. An economic downturn or recession may result in higher unemployment and lower household income, consumer spending, corporate earnings and business investment, which may negatively impact spending on our cards and demand for our products, and increase delinquencies and write-off rates.

Geopolitical conditions, terrorist attacks, military conflicts, supply chain issues, natural disasters, severe weather, widespread health emergencies or pandemics, information or cybersecurity incidents (including intrusion into or degradation or unavailability of systems or technology by cyberattacks), operational incidents and other catastrophic events can have a material adverse effect on our business. Political and social conditions, including geopolitical instability (such as from tensions involving China and the U.S.United States), fiscal and monetary policies (including developments related to the U.S. federal deficit, debt ceiling, government shutdowns and other budgetary issues), trade wars and tariffs, labor shortages, regional or domestic hostilities, economic sanctions and the prospect or occurrence of more widespread conflicts could also negatively affect our business, operations and partners, consumer and business spending, including travel patterns and business investment, and demand for credit. Pandemics and other health emergencies can have widespread and unpredictable impacts on global society, economic conditions and consumer and business behavior, which may reoccur or occur over an extended duration, such as the macroeconomic and behavioral impacts during the COVID-19 pandemic.behavior. Because we derive a portion of our revenues from travel-related spending and many of our partners’ businesses relate to travel, our business is sensitive to impacts to travel and tourism, such as health and safety concerns and limitations on travel and mobility. In addition, disruptions in air travel and other forms of travel can result in the payment of claims under travel protection products we offer.

instability,supply chain and increased prevalence and sophistication of cyberattacks, potential retaliatory action against companies such as us, further sanctions activity and related regulatory scrutiny, increased inflation, further increases or fluctuations in commodity and energy prices, decreases in global travel and further disruptions to the global supply chain.cyberattacks. If international political instability and geopolitical tensions continue or increase, our business and results of operations could be harmed.

Hurricanes, wildfires and other natural disasters have impacted, and may continue to impact, spending and credit performance in the areas affected. For example, there can be no assurance as to the ultimate impact of the Los Angeles area wildfires on spending levels and credit performance. Disasters and catastrophic events, and the impact of such events on certain industries or the overall economy, could have a negative effect on our business, results of operations and infrastructure, including our technology and systems.systems and those of our partners and suppliers. Climate-related risks may exacerbate certain of these threats, including the frequency and severity of weather-related events. Card Members in California, Florida, New York, Texas, Georgia and New Jersey account for a significant portion of U.S. consumer and small business billed business and Card Member loans, and our results of operations could be impacted by events or conditions that disproportionately or specifically affect one or more of those states.

The payments industry is highly competitive, and we compete with networks, issuers, acquirers,acquirers and other payment service providers and methods of payment, including paper-based transactions (e.g., cash and checks) and electronic transfers (e.g., wire transfers and ACH), as well as evolving and growing alternative mechanisms, systems and products (e.g., web- and mobile-based payment platforms). If we are not able to differentiate ourselves from our competitors, develop compelling value propositions for our customers and/or effectively use emerging technologies to grow in evolving areas such as digital payments and emergingagentic technologies,commerce, we may not be able to compete effectively.

Some of our competitors have substantially greater scale and resources than we have and may offer richer value propositions or a wider range of programs and services than we offer or may use more effective strategies to acquire and retain more customers, capture a greater share of spending and borrowings, develop more attractive cobrand card and other partner programs, obtain more favorable terms with merchants and maintain greater merchant acceptance than we have. Competition may also intensify as participants in the payments industry merge or enter into joint ventures or other partnerships or business combinationscombinations, thatwhich competemay create advantages in competing with our products and services. Government actions or initiatives may also provide competitors with increased opportunities to derive competitive advantages and may create new competitors, including in some cases a government entity. We may not be able to compete effectively against these threats or respond or adapt to changes in consumercustomer behavior, such as Card Member spending and borrowing or merchant acceptanceacceptance, as effectively as our competitors. Costs such as Card Member rewards and Card Member services expenses could continue to increase as we evolve our value propositions, including in response to increased competition. Competitors may also use AI technologies more effectively than us or partner with companies that do so, which may increase the attractiveness and availability of their products and services and allow them to offer greater value propositions and realize greater operational efficiencies.

The payments industry is complex and continues to undergo changes in response to evolving technologies and customer preferences. Spending on our cards could continue to be impacted by increasing usage of credit and debit cards issued on other networks and real-time settlement transactions, such as bank transfers, as well as adoption of alternative payment mechanisms, systems and products.products, such as digital currencies. The fragmentation of customerCard Member spending, such as to take advantage of different merchant or card incentives, for convenience with technological solutions or as a result of point-of-sale practices that impact merchant acceptance (e.g., surcharging or differential acceptance) or for convenience with technological solutions,, may continue to increase. Revolving credit balances on our cards could also be impacted by alternative financing providers, such as point-of-sale lenders and buy now, pay later products. Regulatory and legislative changes may also significantly alter the competitive landscape, including by facilitating alternative payment or financing mechanisms, such as recent legislation in the U.S. establishing a regulatory framework for stablecoins, or by imposing constraints on payment or financing mechanisms, such as proposals to cap credit card interest rates. To the extent other payment and financing mechanisms, systems and products continue to successfully expand, our discount revenues earned from Card Member spending and our net interest income earned from Card Member borrowing could be negatively impacted. In addition, companies that control access to consumer and merchant payment method choices at the point of sale or through digital wallets, agentic or other commerce-related experiences, mobile applications or other technologies could choose not to accept, suppress use of, or degrade the experience of using our products or could restrict our access to our customers and transaction data. Such companies could also require payments from us to participate in such digital wallets, experiences or applications or negotiate incentives or pricing concessions, impacting our profitability on transactions. As AI technologies are increasingly integrated into payments and related services, such as through the adoption of agentic commerce, these dynamics may accelerate and new dynamics that are difficult to predict may develop, any of which may disadvantage our business.

The competitive value of our data and demand for our products and services may also be diminished as traditional and non-traditional competitors use other, new data sources and technologiestechnologies, including generative AI, to derive similar insights and by certain regulations. Open banking initiativesinitiatives, thatincluding are increasingly beingthose promoted by governments and regulatorsregulators, may result in a number of challenges to our business model, such as disintermediating us from our customers, steering customers away from our products and services or decreasing our attractiveness to partners. Competitors have also sought to create their own integrated payments platforms,platforms and may have competitive advantages in doing so as compared to our business.

Many of our competitors are subject to different, and in some cases, less stringent, legislative and regulatory regimes, and some may have lower cost structures and more agile business models and systems. For example, banking regulators are increasingly open to issuing limited-purpose licenses to allow companies to conduct certain banking activities under more limited regulatory requirements. More restrictive laws and regulations that do not apply to all of our competitors can put us at a disadvantage, including prohibiting us from engaging in certain transactions, regulating our business practices or adversely affecting our cost structure.

In the ordinary course of our business we enter into different types of contractual arrangements with business partners in a variety of industries. For example, we work with partners such as Delta, Hilton, Marriott andMarriott, British Airways and Hilton to offer cobranded cards for consumers and small businesses, and with partners in many industries, including Delta, to offer benefits and rewards to Card Members. Other aspects of our customer value propositions also increasingly rely on our ability to co-create and co-fund value with partners, such as statement credits for purchases with partners and travel and dining benefits. See “Partners and Relationships” under “Business” for additional information on our business partnerships, including with Delta.

Cobrand and other partner arrangements are generally entered into for a fixed period, generally ranging from five to ten years,period and will terminate in accordance with their terms, including at the end of the fixed period unless extended or renewed at the option of the parties, or upon early termination as a result of an event of default or otherwise. We face the risk that we could lose partner relationships, even after we have invested significant resources in the relationships. Additionally, partners may make changes to the products and services they offer or otherwise become less desirable to our customers, which may lower the value of our products, such as cards with embedded partner value and the cobranded cards we issue to our customers. We also may also choose not to renew certain relationships, such as our Amazon and Lowe’s small business cobrand relationships.portfolios, which, as previously disclosed, have been reclassified to held for sale on our Consolidated Balance Sheets. Billed business could decline and Card Member attrition could increase, in each case, significantly as a result of the termination of one or more cobrand partnership relationships. In addition, some of our cobrand arrangements provide that, upon expiration or termination, the cobrand partner may purchase or designate a third party to purchase the loans generated with respect to such cobranded card portfolio, which could result in the loss of the card accounts and a significant decline in our Card Member loans outstanding.

We regularly seek to extend or renew cobrand and other partner arrangements in advance of the end of the contract term and face the risk that existing relationships will be renegotiated with less favorable terms for us or that we may be unable to renegotiate on terms that are acceptable to us, as competition for such relationships continues to increase. We make payments to our cobrand partners, which can be significant, based primarily on the amount of Card Member spending and corresponding rewards earned on such spending and, under certain arrangements, on the number of accounts acquired and retained. The amount we pay to our cobrand partners has increased, particularly in the United States, and may continue to increase as arrangements are renegotiated due to increasingly intense competition for cobrand partners among card issuers and networks.

Our success is, in many ways, dependent on the success of our partners. From customer acquisition to cobranding arrangements, from participation in ourproviding rewards programsand benefits to customers to facilitating B2B supplier payments for our corporate clients, we rely on our business partners across many aspects of our company and our arrangements with business partners represent a significant portion of our business. For example, our two largest redemption partners are Amazon and Delta. Some of our partners manage certain aspects of our customer relationships, such as our OptBlue partners.program participants. To the extent any of our partners fail to effectively promote and support our products, experience a slowdown in their business, operational disruptions, reputational issues or loss of consumer confidence, or are otherwise unable to meet our expectations or those of their other stakeholders, our business may be materially negatively impacted. For example, the operational rights relating to our prepaid reloadable and gift card business are owned by a business partner and the reloadable operations have experienced disruptions and compliance issues that impacted the ability of our prepaid customers to load and use their cards. If such operations are interrupted, suspended, terminated or otherwise experience further issues in the future, it could further negatively impact our customers’ experience, result in additional costs, litigation and regulatory action, and harm our business and reputation. We also face the risk that existing relationships will be renegotiated with less favorable terms for us or that we may be unable to renegotiate on terms that are acceptable to us. In addition, we may be obligated to make or accelerate payments to certain business partners such as cobrand partners upon the occurrence of certain triggering events such as a shortfall in certain performance and revenue levels. If we are not able to effectively manage these triggering events, we could unexpectedly have to make payments to these partners, which could have a negative effect on our

shortfall in certain performance and revenue levels. If we are not able to effectively manage these triggering events, we could unexpectedly have to make payments to these partners, which could have a negative effect on our financial condition and results of operations. See Note 12 to the “Consolidated Financial Statements” for additional information on financial commitments related to agreements with certain cobrand partners.

Similarly, we are exposed to risk from bankruptcies, liquidations, insolvencies, financial distress, restructurings, structural shifts in the economy, consolidations, operational outages, cybersecurity incidents and other similar events that may occur in any industry representing a significant portion of our billed business,business or with respect to any of our important business partners (such as those with whom we co-create and co-fund value for customers), which could negatively impact particular card products and services (and volumes generally) and our financial condition and results of operations. We have previously and may in the future pre-purchase loyalty points from certain of our cobrand partners, the value of which may diminish to the extent such partners cease operations or such points become less desirable to our customers. We could also be materially impacted if we were obligated or elected to reimburse Card Members for products and services purchased from merchants that have ceased operations or stopped accepting our cards. For example, we are exposed to credit risk in the airline industry to the extent we protect Card Members against non-delivery of purchases, such as where we have remitted payment to an airline for a Card Member purchase of tickets that have not yet been used or “flown.” If we are unable to collect the amount from the airline, we may bear the loss for the amount credited to the Card Member. Spending at airline merchants accounted for approximately 76 percent of our worldwide billed business for the year ended December 31, 2024.2025.

For additional information relating to operational risks of our business partners, see “We rely on third-party providers for acquiring and servicing customers, technology, platforms and other services integral to the operations of our businesses. These third parties may act in ways or experience issues that could materially harm our business” below.

We face pressure from competitors that primarily rely on sources of revenue other than discount revenue or have lower costs that can make their pricing for card acceptance more attractive. Merchants, business partners and third-party merchant acquirers, aggregatorsprocessors and processorspayment facilitators are also able to negotiate incentives, pricing concessions and other favorable contractual provisions from us as a condition to accepting our cards, being cobrand partners, offering benefits to our Card Members or signing merchants to accept American Express cards. As these parties become even larger (such as the largest tech companies), or as evolving technologies and customer preferences alter the payments landscape, we may have to increase the amount of incentives and/or concessions we provide to them. We also face the risk of losing relationships with these parties or that they limit acceptance of our cards, which could materially adversely affect spending on our cards and our ability to retain current Card Members and attract new Card Members and therefore, our business and results of operations.

Our merchant discount rates have been impacted by regulatory changes affecting competitor pricing in certain international countries and U.S. statesstates, as well as litigation related to pricing, and may in the future be impacted by pricing regulation.regulation and litigation. We have also experienced erosion of our merchant discount rates as we increase merchant acceptance. We may not be successful in significantly expanding merchant acceptance or offsetting rate erosion with volumes at new merchants. In addition, the regulatory environment and differentiated payment models and technologies from non-traditional players in the alternative payments space could pose challenges to our traditional payment model and adversely impact our merchant discount rates. Some merchants, including large tech companies and other large merchants, continue to invest in their own payment and financing solutions, such as proprietary-branded digital wallets, using both traditional and new technology platforms. If merchants are able to drive broad consumer adoption and usage, it could adversely impact our merchant discount rates and network and loan volumes.

In certain countries, such as Australia,Australia (where surcharging is currently under reconsideration), Canada (other than in the Province of Quebec) and certain Member States in the EU, and in certain states in the United States, merchants are permitted by law to engage in surcharging, steering or other differential acceptance practices for certain card purchases and certain merchants and merchant organizations continue to push for these practices in other jurisdictions. In jurisdictions allowingwhere surcharging,surcharging is not prohibited, we have seen an increase in merchant surcharging on American Express cards, particularly in certain merchant categories, and in some cases, either the surcharge is greater than that applied to Visacards andissued Mastercardon competing networks or cards orissued Visaon andcompeting Mastercard cardsnetworks are not surcharged at all (practices that are known as differential surcharging), even though there are many cards issued on competing networks that have an equal or greater cost of acceptance for the merchant. In addition to surcharging, we also encounter merchants that accept our cards, but tell their customers that they prefer to accept another type of payment or otherwise seek to suppress use of our cards or certain of our cards, such as limiting the use of our cards for certain transactions.

We also encounter merchants that accept our cards, but tell their customers that they prefer to accept another type of payment or otherwise seek to suppress use of our cards or certain of our cards, such as limiting the use of our cards for certain transactions. Our Card Members value the ability to use their cards where and when they want to, and we, therefore, take steps to meet our Card Members’ expectations and to protect the American Express brand by prohibiting discrimination through provisions in our merchant contracts, including non-discrimination and honor-all-cards provisions, subject to local legal requirements. We havegenerally increasinglydo reliednot onprohibit surcharging in our agreements with merchants so long as it is permitted by law and a merchant acquirers,does aggregatorsnot anddiscriminate processorsagainst toAmerican manageExpress certaincards aspectsby ofengaging ourin merchantdifferential relationships. When we work with such third parties, we are dependent on them to promote and support the acceptance and usage of our cards, but they may have business interests, strategies or goals that are inconsistent with ours.surcharging.

American Express cards could become less desirable to consumers and businesses generally due to surcharging, steering or other forms of discrimination, which could result in a decrease in cards-in-force, coverage and transaction volumes.volumes, including as a result of related actions we may take to enforce our merchant contractual provisions such as terminating merchant contracts. The impact could vary depending on such factors as: the industry or manner in which a surcharge is levied; how Card Members are surcharged or steered to other card products or payment forms at the point of sale; the ease and speed of implementation for merchants, merchant acquirers, aggregators,processors, processorspayment facilitators or other merchant service providers, including as a result of new or emerging technologies such as AI and agentic commerce; the size and recurrence of the underlying charges; and whether and to what extent these actions are applied to other forms of payment, including whether it varies depending on the type of card (e.g., credit or debit), product, network, acquirer or issuer. We also increasingly rely on merchant acquirers, processors and payment facilitators to manage certain aspects of our merchant relationships and promote and support the acceptance and usage of our cards, but they may have business interests, strategies or goals that are inconsistent with ours. Discrimination against American Express cards could have a material adverse effect on our business, financial condition and results of operations, particularly where it only or disproportionately impacts credit card usage or card usage generally, our Card Members or our business.

We may not be successful in our efforts to promote card usage or attract new Card Members,customers, including through marketing and promotion, merchant acceptance and Card Member rewards and services, or to effectively control the costs of such investments, all of which may materially impact our profitability.

Revenue growth is dependent on increasing consumer and business spending on our cards, growing loan balances and increasing fee revenue. We have been investing in a number of growth initiatives, including to attract new Card Members, retain existing Card MembersMembers, grow merchant acceptance and capture a greater share of customers’ total spending and borrowings. We have also introduced complementary products, such as travel and dining platforms, checking accounts, debit cards and expense management tools. There can be no assurance that our investments will continue to be effective, particularly as consumer and business behaviors continue to change.change Inand addition,competition toin the extentpayments ourindustry productsremains or offers attract customers looking for short-term incentives rather than incentivize long-term loyalty, Card Member attrition and costs could increase.intense. Increasing spending on our cards also depends on our continued expansion of merchant acceptance of our cards. If we are unable to continue growing merchant acceptance and perceptions of coverage, or if merchants decide to no longer accept American Express cards or more greatly engage in surcharging, steering or other differential acceptance practices, our business could suffer. ExpandingAs the payments industry continues to evolve, we may expand our product and service offerings, addingwhich could include offering new payment mechanisms or additional complementary products, or shift the focus of our investments. We may also add customer acquisition channels and formingform new partnerships or renewingrenew current partnershipspartnerships. Any of these initiatives could have higher costs than our current arrangements, fail to resonate with customers, adversely impact our merchant discount rates and existing product and service offerings or dilute our brand.

Another way we invest in customer value is through a range of Card Member rewards and benefits, including our Membership Rewards program, as well as other Card Member benefits. Any significant change in, or failure by management to reasonably estimate, actual redemptions of Membership Rewards points and associated redemption costs could adversely affect our profitability.program. We rely on third parties for certain Membership Rewards redemption options, statement credits, Card Member offersoffers, travel- and dining-related benefits and other rewards and benefits, and we may modify or not be able to continue to offer such rewards and benefits in the future, which could diminish the value of the program for our Cardcards. Members. In addition, manyMany credit card issuers and certain other companies have instituteddeveloped rewards and cobrand programs and other benefits and services that are similar to ours and may be more attractive. An inability to differentiate our products and services could materially adversely affect us.

We may not be able to cost-effectively manage and expand Card Member benefits, including containing the growth of marketing, promotion, rewards and Card Member services expenses in the future, and our ability to do so will depend in part on our ability to attract value from partners. In addition, to the extent our products or offers attract customers looking for short-term incentives and fail to incentivize long-term loyalty, costs and Card Member attrition could increase. Any significant change in, or failure by management to reasonably estimate, usage of Card Member services, redemptions of Membership Rewards points and statement credit offers and associated costs could adversely affect our profitability. If suchour expenses significantly increase beyond our expectations, we willmay needbe to find waysunable to offset the financial impact by increasingdecreasing investments in other areas of the business or operating expenses or increasing revenues such as fee-based revenues, decreasing operating expenses or other investments in our business, or both. We may not succeed in doing so,both, particularly in the current competitiveregulatory and regulatorycompetitive environment, which has included heightened scrutiny on credit card rewards programs. In addition, increased costs as a result of business and economic conditions may require that we reduce investments in other areas.environment.

Our brand and its attributes are key assets, and we believe our continued success depends on our ability to preserve, grow and realize the benefits of the value of our brand. Our ability to attract and retain consumer and small business Card Members and corporate clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, fraud prevention, privacy and data protection, management, workplace culture, merchant acceptance, financial condition, response to political and social issues or catastrophic events and other subjective qualities. Negative perceptions or publicity regarding these matters — even if related to seemingly isolated incidents and whether or not factually correct—could erode trust and confidence and damage our reputation among existing and potential Card Members, corporate clients, merchants and partners, which could make it difficult for us to attract new customers and maintain existing ones, and could subject us to heightened legal and regulatory scrutiny. Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including card practices, regulatory compliance, the use and protection of customer information, conduct by our colleagues and policy engagement,engagement and charitable giving, including activities of the American Express Company Political Action Committee,Committee and the American Express Foundation, and from actions taken by regulators or others in response thereto. Moreover, the speed with which information spreads through social media, enhanced technologymedia and other news sourcessources, the increased prevalence of campaigns by activists and others targeting corporate practices (including those advancing certain political or social agendas), and the ease with which customers transactcan switch to competing products may amplify the onset and negative effects from such perceptions.

Our brand and reputation may also be harmed by actions taken by third parties that are outside our control. For example, any shortcoming of or controversy related to a third-party service provider, business partner, merchant acquirer or network partner may be attributed by Card Members and merchants to us, thus damaging our reputation and brand value. Our brand may also be negatively impacted by perceptions about our Card Member base, ability or inability of certain individuals or companies to become customers and their usage of our cards and other products and services, and acceptance of American Express cards by merchants in certain industries, when American Express cards are used for payment for legal, but controversial, products and servicesservices, or any government inquiries or legislative scrutiny related to customer acquisition practices or card acceptance or usage. The lack of acceptance, suppression of card usage or surcharging by merchants can also negatively impact perceptions of our brand and our products, lower overall transaction volume and increase the attractiveness of other payment products or systems. Adverse developments with respect to our industry, including the creation and implementation of new merchant categories codes,industry may also negatively impact our reputation, or result in greater regulatory or legislative scrutiny or litigation against us. Furthermore, as a corporation with headquarters and operations located in the United States and a brand name referring to the United States, a negative perception of the United States arising from its political or other positions could harm the perception of our company and our brand. These risks to our brand and reputation, as well as other risks described herein, are heightened by the increasing sophistication and availability of AI technology, including by assisting with the creation of deepfakes, increasing the velocity of distribution of disinformation and potentially altering the payments landscape in ways that disintermediate or create a negative perception of us. Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could materially and adversely affect our business volumes, revenues, liquidity and profitability.

We face increased scrutiny from stakeholders who have diverging views related to business practices and company activities, which could result in reputational harm, litigation, enforcement actions and other adverse consequences. In addition, we are subject to increasing regulatory requirements and legal risks related to environmental,corporate social and governancesustainability topics, such as those arising from new disclosure requirements in certain jurisdictions. Inaccurate perceptions or mischaracterizations of disclosures on these topics, or our goals and initiatives, while outside of our control, could impact our reputation, colleague hiring and retentionretention, and publicdemand perceptions offor our business.products and services.

Our industry is subject to rapid and significant technological changes. In order to compete in our industry, we need to continue to invest in technology across all areas of our business, including in transaction processing, data management and analytics, machineAI learning& andML artificial(including intelligence,agentic commerce), customer interactions and communications, open banking and alternative payment and financing mechanisms,mechanisms (including related to digital currencies and blockchain technologies), authentication technologies and digital identification, tokenization, real-time settlement and risk management and compliance systems. Incorporating new technologies into our products and services, including developing the appropriate governance and controls consistent with regulatory expectations, requires substantial expenditures and takes considerable time, and may have unintended consequences or ultimately be unsuccessful. We expect that new technologies in the payments industry will continue to emerge, and these new technologies may be superior to, or render obsolete, our existing technology.

The process of developing new products and services, enhancing existing products and services and adapting to technological changes and evolving industry standards is complex, costly and uncertain, and any failure by us to accurately anticipate and respond to customers’ changing needs and emerging technological trends accurately could significantly impede our ability to compete effectively. Our competitors may developdevelop, or partner with companies that develop, products, platforms or technologies that become more widely adopted by consumers, merchants or service providers than ours, including as a result of increased involvement by technology companies in the payments industry and our competitors’ greater scale or ability to pursue and adopt new technologies. In addition, we may underestimate the resources needed and overestimate our ability to develop new products and services and customer demand for such products and services, particularly beyond our traditional card products and travel-related services.

The use of artificialAI intelligence& and machine learningML technologies, including generative artificialAI intelligence,and agentic commerce, has increased rapidly withand may be transformative to the increasingpayments sophisticationindustry, heightening the risks described herein and applicationsothers ofin theways technology.that may be unpredictable and disadvantageous to us. Our and our partners’ use of artificialAI intelligence& and machine learningML is subject to various risksand evolving risks, including flaws in models or datasets that may result in biased or inaccurate results, especially as generative AI has been known to produce false or “hallucinatory” inferences or outputs. The use of AI may also result in unintended or unexpected outcomes, present significant ethical considerationschallenges regardingand artificialheighten intelligence,risks related to information security, the infringement of intellectual property rights,rights and exposure of proprietary or personal information,information. heightenedWe securitymay risksalso andface thechallenges in our ability to safely deploy AI systems and implement appropriate governance and controlscontrols, forwhich artificialmay intelligencenot systems.be as burdensome to our competitors, and which may impair our implementation or impose additional risks. The complexity of these technologies can make it difficult to assess proper operation, reduce error, or understand and explain their outputs. Adverse consequences of artificialAI intelligence& and machine learningML remain uncertain but could include flaws in the decisions, predictions, outputs or analysis such technologies produce andproduce, subjecting us to competitive harm, legal liability, heightened regulatory scrutinyscrutiny, greater prevalence of surcharging or other negative point-of-sale practices and brand or reputational harm.harm, as well as decreased demand for our products and services or increased costs.

We have acquired a number of businesses and have made a number of strategic investments, and continue to evaluate potential transactions. There is no assurance that we will be able to successfully identify suitable candidates, value potential investment or acquisition opportunities accurately, negotiate acceptable terms for those opportunities, or complete proposed acquisitions and investments. The process of integrating an acquired company, business or technology could create unforeseen operating difficulties and expenditures, including in integrating systemssystems, customers and personnel or further developing the acquired business or technology, result in unanticipated liabilities, including legal claims, violations of laws, commercial disputes and information security vulnerabilities or breaches (including from not integrating the acquired company, business or technology quickly or appropriately, from activities that occurred prior to the acquisition, from inadequate systems or controls of the acquired company, and from exposure to third party relationships of the acquired company or business or new laws and regulations), and may divert company time and resources or harm our business generally. For example, legal claims have arisen relating to the structure and consideration paid in certain of our acquisitions. Expanding to new businesses, geographies or customer types through acquisitions may subject us to new risks and we may not have the relevant expertise or business structure to achieve the desired results. It may take us longer than expected to fully realize the anticipated benefits of these transactions, and those benefits may ultimately be smaller than anticipated or mayanticipated, not be realized at all,all or fully offset by other costs, which could materially adversely affect our business and operating results, including as a result of write-downs of goodwill and other intangible assets.

Joint ventures, includingsuch ouras jointthose venturesthrough which we operate in China,certain theforeign Middle East and Switzerland,jurisdictions, and minority investments in companiescompanies, such as GBTGGBTG, inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the joint venture or minority investment, including as a result of being subject to different laws or regulations. Joint ventures and other partnerships or minority investments operating in foreign jurisdictions may also face risks from adverse regulatory actions, which could adversely affect their operations or our investment. In addition, we may be dependent on joint venture partners, controlling shareholders or management who may have business interests, strategies or goals that are inconsistent with ours and we have been and may in the future be involved in litigation with our joint venture partners and other shareholders and parties related to the joint ventures and investments. We have commercial arrangements with GBTG, including, among other things, a long-term trademark license agreement pursuant to which GBTG uses select American Express marks. GBTG also supports certain of our strategic partnerships and our Commercial Services business. Business decisions or other actions or omissions of a joint venture partner, other shareholders or management of our joint ventures and companies in which we have minority investments may adversely affect the value of our investment or any commercial benefit to us from the relationship, result in litigation or regulatory action against us and otherwise damage our reputation and brand. In addition, trade secrets and other proprietary information we may provide to a joint venture may become available to third parties beyond our control. The ability to enforce intellectual property and contractual rights to prevent disclosure of our trade secrets and other proprietary information may be limited in certain jurisdictions.

Operational and Compliance/Legal Risks

We consider operational risk to beas the risk ofto lossour duecurrent to,or amongprojected otherfinancial things,condition and resilience arising from inadequate or failed processes, peoplehuman error or information systems, or impacts from theadverse external environment, including failures to comply with laws and regulations as well as impacts from relationships with third parties.events. Operational risk includes, among others, the risk that error or misconduct could result in a material financial misstatement, a failure to monitor a third party’s compliance with regulatory or legal requirements, a failure to adequately monitor and control access to, or use of, data in our systems we grant to third parties or a failure to satisfy our obligations to our customers with respect to our products and servicesservices. (e.g.,For example, as previously disclosed, we have identified issues related to our rewards and benefits). programs and have taken actions to remediate the issues and enhance our related procedures and controls. As processes or organizations are changed or become more complex, we grow in size,size or acquire businesses, new products and services are introduced, such as new lending features, banking products, dining capabilities and digital collectibles, or we become subject to more stringent or complicated regulatory requirements, we may not identify or address new operational risks. Through human error, fraud or malfeasance, conduct risk can result in harm to customers, legal liability, fines, sanctions, customer remediation and brand damage. Although we maintain systems and controls to help mitigate conduct risk, they may not be effective, and misconduct by one or more colleagues or partners, particularly those with access to key systems or information, could have wide-reaching consequences.

Compliance risk arises from violations of, or failure to conform or comply with, laws,laws rules,and/or regulations, internal policies and procedures and related practices, or ethical standards. We need to continually update and enhance our control environment to address operational and compliance risks, and our control environment and related systems have in certain instances not sufficiently detected, and may in the future not sufficiently detect, errors or omissions. Operational and compliance failures, deficiencies in our control environment or an inability to maintain high standards of business conduct can expose us to reputational and legal risks as well as fines, civil money penalties or payment of damages and can lead to diminished business opportunities and diminished ability to expand key operations.

A major information or cybersecurity incident or an increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure, and could reduce the use and acceptance of our products and services.

We and third parties collect, process, transfer, host, store, analyze, retain, provide access to and dispose of account information, payment transaction information, sensitive business information and certain types of personally identifiable and other information pertaining to our customerscustomers, partners and colleagues in connection with our cards and other products and in the normal course of our business.

Global financial institutions like us, as well as our customers, colleagues, regulators, service providers and other third parties, have experienced a significant increase in information security and cybersecurity risk in recent years and will likely continue to be the target of increasingly sophisticated cyberattacks, including computer viruses, malicious or destructive code, ransomware, social engineering attacks (including phishing, impersonation and identity takeover attempts), artificial intelligence-assistedAI-assisted deepfake attacks and disinformation campaigns, corporate espionage, hacking, website defacement, denial-of-service attacks, exploitation of vulnerabilities and other attacks and similar disruptions from the misconfiguration or unauthorized use of or access to computer systems and company accounts. These threats have arisen from external parties, including state-sponsored and nation state actors, as well as insiders who knowingly or unknowingly engage in or enable malicious cyber activities. There are a number of motivations for cyber threat actors, including criminal activities such as fraud, identity theft and ransom, corporate or nation-state espionage, political agendas, public embarrassment with the intent to cause financial or reputational harm, intent to disrupt information technology systems and supply chains, and to expose and exploit potential security and privacy vulnerabilities in corporate systems and websites. Cyber threat actors, including state-sponsored and nation state actors,actors have rapidly evolved their techniques and increasingly utilize advanced capabilities, including the exploitation of unknown security flaws in software and hardware and the integration of advanced forms of artificial intelligenceAI and other new technology, which can increase the efficacy, severity, frequency and ease of execution of cyberattacks. In addition, new computing technologies, such as quantum computing, may enable threat actors to compromise data encryption and other protective measures.

Our and our partners’ networks and systems are subject to constant attempts to disrupt business operations and capture, destroy, manipulate or expose various types of information relating to corporate trade secrets, customer information (including Card Member, traveltravel, dining and loyalty program data), colleague information and other sensitive business information (including acquisition activity, non-public financial results and intellectual property). For example, we and other U.S. financial services providers have been the target of attacks, such as denial of servicedenial-of-service attacks, social engineering and the impersonation of current or prospective employees and contractors.contractors, in some cases conducted by nation state-affiliated actors. We develop and maintain systems and processes aimed at detecting and preventing information security and cybersecurity incidents and fraudulent activity, including our cyber crisis response procedures, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change, new vulnerabilities and exploits are discovered and as efforts to overcome security measures become more sophisticated. In addition, our own usage of generative AI and other emerging technologies may increase our vulnerabilities or limit our ability to detect intrusion.

Despite our efforts and the efforts of third parties that process, transmit or store our data and data of our customers and colleagues or support our operations, such as service providers, merchants and regulators, the possibility of information, operational and cybersecurity incidents, malicious social engineering, password mismanagement, corporate espionage, fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technologytechnologies isare deployed by threat actors, including the potential use of artificialadvanced intelligenceforms of AI and quantum computing, and we increasingly use platforms that are outside of our network and control environments. For example, we are aware that certain of our third-party service providers and joint ventures have been the victims of ransomware and other cyberattacks, in some instances that affected our data or services provided to us. In addition,Furthermore, recently introduced products and services, such as checking accounts and non-card lending, may lead to an increase in the number or types of cyberattacks and our exposure to fraud and other malfeasance. Risks associated with such incidents and activities include theft of funds and other monetary loss, disruption of our operations and the unauthorized disclosure, release, gathering, monitoring, misuse, modification, loss or destruction of confidential, proprietary, trade secret or other information (including account data information). An incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered. We are subject to varied cybersecurity regulations and incident reporting requirements, which could require us to disclose incidents that may not have been resolved or fully investigated at the time of disclosure, leading to customer confusion, regulatory scrutiny and negative publicity and exacerbating risks related to the incident itself. Our ability to address incidents may also depend on the timing and nature of assistance that may be provided fromby relevant governmental or law enforcement agencies.

Information, operational or cybersecurity incidents, fraudulent activityincidents and other actual or perceived failures to maintain confidentiality, integrity, availability of services and data, privacy and/or security has led to regulatory investigations and increased regulatory scrutiny and may lead to regulatory investigations and intervention (such as mandatory card reissuance), consent decrees, increased litigation (including class action litigation), response costs (including notification and remediation costs), fines, negative assessments of us and our subsidiaries by banking regulators and rating agencies, reputational and financial damage to our brand, negative impacts to our partner relationships, and reduced usage of our products and services, all of which could have a material adverse impact on our business. The disclosure of sensitive company information could also undermine our competitive advantage and divert management attention and resources.

We rely extensively on our information technology systems and those of our third parties, including our transaction authorization, clearing and settlement systems, and data centers, which have experienced and may continue to experience service disruptions or degradation that may result from technology malfunction, sudden increases in processing or other volumes, natural disasters and weather events, fires, accidents, technology change management issues, power outages, internet outages, telecommunications failures, fraud, denial-of-service, ransomware and other cyberattacks, inadequate infrastructure in lesser-developed markets, technology capacity management issues, terrorism, computer viruses, vulnerabilities or failures in hardware or software, physical or electronic break-ins, or other operational issues or similar events. Due to the interconnectivity and complexity of information systems and their reliance on common systems, software and vendors,vendors (e.g., large technology and cloud-service providers), disruptions or degradations have had, and will likely continue to have, wide-reaching consequences, including the potential to disrupt the overall financial system and other key systems in the global economy. Service disruptions or degradations impacting us or our partners can prevent access to online services and account information, compromise or limit access to company or customer data, impede or prevent transaction processing, communications to customers and financial reporting, disrupt ordinary business operations, result in contractual penalties or obligations, trigger regulatory reporting obligations, and lead to regulatory investigations and fines, increased regulatory oversight, and litigation (including class action litigation). Any such service disruption or degradation could adversely affect the perception of the reliability of our products and services and materially adversely affect our overall business, reputation and results of operations.

We face heightened and evolving regulatory expectations and scrutiny in the U.S. and globally, which significantly affects our business and requires continual enhancement of our compliance efforts. Supervision efforts and the enforcement of existing laws and regulations impact the scope and profitability of our existing business activities, limit our ability to pursue certain business opportunities and adopt new technologies, compromise our competitive position,position (particularly where we may be treated differently from our competitors), and affect our relationships with Card Members, partners, merchants, service providers and other third parties. New laws or regulations could similarly affect our business, increase the costs and complexity of doing business, impact what we are able to charge for, or offer in connection with, our products and services, impose conflicting obligations, and require us to change certain of our business practices and invest significant management attention and resources, all of which could adversely affect our results of operations and financial condition. Political developmentsdevelopments, canincluding those relating to recent shifts in trade policy and heightened geopolitical tensions, have resulted in and may further result in an increase in the number, complexity and scope of laws and regulations, heightened legislative and regulatory uncertainty anduncertainty, changes to supervisory and enforcement priorities.priorities, and increased risk of fragmentation in global financial regulation. In addition, legislators and regulators around the world are aware of each other’s approaches to the regulation of the financial services industry.industry, Consequently,so a development in one country, state or regionjurisdiction may influence regulatory approaches in another.

We are a globally integratedglobal payments companyand premium lifestyle brand powered by technology with four reportable operating segments: U.S. Consumer Services (USCS), Commercial Services (CS), International Card Services (ICS) and Global Merchant and Network Services (GMNS). Corporate functions and certain other businesses and operations are included in Corporate & Other.

•Credit card, charge card, bankingBanking and other payment and financing products and services, including deposits and non-card lending

•Merchant acquisition and processing, servicing and settlement, fraud prevention, and point-of-sale marketing and information products and services for merchants

•Net card fees, represent revenue earned from annual card membership fees, which vary based on the type of card and the number of cards for each account; and

•Service fees and other revenue, primarily represent servicerevenues related to network partnership agreements (comprising royalties, fees and amounts earned for facilitating transactions on cards issued by network partners), fees earned fromon merchantsalternative andpayment othersolutions customers,facilitated by American Express, foreign currency-related fees charged to Card Members, loyalty coalition, merchant and other service fees, Card Member delinquency fees, travel commissions and fees, and income (losses) from our investments in which we have significant influence; andinfluence.

Refer to the “Glossary of Selected Terminology” below for the definitions of certain key terms and related information appearing within this Form 10-K and “Critical Accounting Estimates” below for a discussion of certain of our accounting policies requiring significant management assumptions and judgements.judgments.

(b)Represents net income, less (i) earnings allocated to participating share awards of $76$74 million, $64$76 million and $57$64 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively, and (ii) dividends on preferred shares of $58 million, $58 million and $57 million for each of the years ended December 31, 2024,2025, 20232024 and 2022, respectively.2023. Refer to Note 1615 and Note 2120 to the “Consolidated Financial Statements” for further details on preferred shares and earnings per common share (EPS), respectively.

(dc)Total loans reflects Card Member loans and Other loans.

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

Billed business grew by8 6percent percent,year-over-year (7 percent on an FX-adjusted basis), reflecting a stable spend environment for most of the year with an acceleration in the fourth quarter. Thisbroad-based growth was broad-based across geographies and across both Goods & Services (G&S) and Travel & Entertainment (T&E) categories.1 G&S spend, which accounts for over 70 percent of our total billed business, continued to be driven by robust retail spending, and T&E categories.spend benefited from sustained strength in restaurants, our largest T&E category. U.S. Consumer Services billed business grew by8 7 percent year-over-year,percent, with continued strengthmomentum in spending by Millennial and Gen-Z Card MembersMembers, our fastest-growing cohorts, as our products continue to resonate with these cohorts.younger customers. Commercial Services billed business grew by3 2 percent on a year-over-year basis,percent, reflecting continued modest growth from U.S. small and mid-sized enterprise (SME) Card Members. Spending by existing U.S. SME Card Members declined slightly year-over-year, although we saw an improvement in small business sentiment in the fourth quarter and strong new card acquisitions for the year. International Card Services billed business grew by 11 percent year-over-year (14 percent on an FX-adjusted basis),percent, driven by continued strong growth in spend across all regionsgeographies and customer types outside the United States.1States. TheOverall transaction growth of 9 percent for the year reflects continued globalstrong expansionengagement offrom our merchant network contributed to our growth, as we added millions of new merchant locations globally in 2024 and continued to increase coverage across our top international countries.customers.

Total revenues net of interest expense increased 910 percent year-over-year (109 percent on an FX-adjusted basis).1 Growth in billed business drove a 56 percent increase in Discount revenue, our largest revenue line. Net card fees increased 1618 percent year-over-year,percent, reflecting high levels of new card acquisitions andon fee-paying products, strong Card Member retention,retention asand well as theour ongoing executioncycle of our product refresh strategy.refreshes. Net interest income increasedgrew 1812 percentpercent, versusprimarily the prior year, outpacingreflecting growth in Total loansbalances and Cardnet Memberyield receivables of 8 percent year-over-year, primarily due to higher growth in our revolving loan balances. The growth in Total loans and Card Member receivables and revolving loan balances both moderated over the course of the year. During the fourth quarter, we reclassified $758 million of Card Member loans related to the Lowe’s small business cobrand portfolio from held for investment to held for sale (HFS).expansion.

ProvisionsTotal forloans creditand lossesCard increased,Member primarilyreceivables drivenincreased by8 higherpercent, netin write-offs,line partiallywith offsetgrowth byin abilled lowerbusiness. reserveCredit buildperformance comparedwas tostrong lastand stable throughout the year. Net write-off and delinquency rates wereremained relatively stable throughout the year and remain best-in-classbest-in-class, supported by our premium global customer base, our strong focus on risk management and disciplined growth strategy.

Card Member rewards, Card Member services and Business development expenses, which are generally correlateddriven toby volumes or are variable based onand usage, collectively grew slightly faster than revenues as wea continueresult of enhancements to enhance our value propositions,propositions to drive Card Member engagement and acquireacquisition moreand Cardthe Membersmix onshift towards premium products. Marketing expense increased 164 percent year-over-year,year-over-year as we investedcontinued atto aninvest elevatedto levelacquire in growth initiatives, including acquiring high spending,high-spending, high credit-quality customers. DuringOperating theexpense yeargrew at a slower pace than revenue even as we acquiredcontinued ato recordinvest 13in millionenterprise proprietaryrisk newmanagement cards. Operating expenses decreased 2 percent, primarily reflecting the gain recognized on the sale of Accertifycapabilities and ourtechnology continuedto operatingsupport expensebusiness discipline.growth. We remain focused on driving marketing and operating expense efficiencies over time.

During the year, we maintained our CET1 capital ratiosratio within our current target range of 10 to 11 percent and returned $7.9$7.6 billion of capital to our shareholders in the form of share repurchases and common stock dividends. We plan to continue to return to shareholders the excess capital we generate while managing our CET1 capital ratio within our target range and supporting balance sheet growth. We also expectplan to increase the regular quarterly dividend on common shares outstanding by approximately 1716 percent beginning with the first quarter 20252026 dividend declaration. Our robust capital, funding and liquidity positions provide us with significant flexibility to maintain a strong balance sheet.

Discount revenue increased, primarily driven by an increase in billed business of 68 percent.percent, partially offset by lower average merchant discount rates due to shifts in geographic and merchant spend mix. See Tables 5 and 6 for more details on billed business performance.

Service fees and other revenue increased, primarily driven by increases inhigher foreign exchange relatedexchange-related revenues associated with Card Member cross-currency spending, a gain related to an equity transaction by GBTG, an equity method investee, resulting from its acquisition of CWT Holdings, LLC, and increases in network partnership revenue and loyalty coalition-related fees and merchant service fees, partially offset by Accertify revenues included in the prior year.fees.

Interest income increased, primarily driven by growth in revolving loan balancesbalances, andpartially higheroffset by lower interest rates.

Interest expense increased,was relatively flat, primarily drivenreflecting by higherlower interest rates paid on,on andcustomer deposits, offset by growth in,in customer deposits and long-term debt.

Card Member loans provision for credit losses increased,decreased, primarily due to higher net write-offs driven by growth in loans outstanding, partially offset by a lower reserve build in the current year.year, partially offset by higher net write-offs. The reserve build in the current year was primarily driven by an increase in loans outstanding.outstanding and deterioration in the macroeconomic outlook used in our reserve models, partially offset by the release of a reserve upon the reclassification of a small business cobrand portfolio to Card Member loans HFS from held for investment. The reserve build in the prior year was primarily driven by an increase in loans outstanding and higher delinquencies.outstanding.

Card Member receivables provision for credit losses decreased, primarily due to lower net write-offs, partially offset by a reserve releasebuild in the priorcurrent year. The reserve releasebuild in the priorcurrent year was primarily driven by lowerdeterioration delinquencies,in partiallythe offsetmacroeconomic byoutlook used in our reserve models and an increase in receivables outstanding.

Card Member rewards expense increased, driven by increases in Membership Rewards and cash back rewards expenses, collectively, of $705$1,234 million, and cobrand rewards expense of $527$576 million, all of which were primarily driven by higher billed business. In the second half of the year, theThe increase in Membership Rewards expense was also driven by ana benefit in the prior year from enhancements to the models that estimate future redemptions of Membership Reward points by U.S. Card Members. The increase in cash back rewards expense also reflected the Ultimateimpact Redemptionassociated Rate (URR) and slightly higher redemption costs reflectingwith a shiftcard inproduct the mix of Card Member redemptions.migration.

The Membership Rewards Ultimate Redemption Rate (URR) for current program participants was 96 percent (rounded down) at both December 31, 20242025 and 2023.2024.

Business development expense increased, primarily due to increased partner payments and higher client incentives, both of which were driven by higher network volumes, partially offset by lower client incentives and a prior-year charge related to revenue allocated to a joint venture partner.volumes.

Card Member services expense increased, primarily due to growth in premium card accounts, contributing to a higher usage of travel-relatedCard Member benefits and the introduction of new U.S. Platinum benefits.

Salaries and employee benefits expense increased, primarily driven by higher incentivecompensation and compensation costs, partially offset by lower restructuringincentive costs.

Other expenses decreased,increased, primarily driven by the gain recognized in the prior year on the sale of Accertify, foreignhigher exchange-relatedprofessional gainsservices and nettechnology gains on Amex Ventures investments,costs, partially offset by ana prior-year increase in legal reserves, higher professional service costsreserves and a prior-year charge associated with an increase in international non-income tax reserves.

The effective tax rate was 21.5 percent and 20.3 percent for 2024both 2025 and 2023,2024, respectively.primarily The increase inreflecting the effectivecontinued implementation of the global minimum tax rateoffset primarily reflectedby discrete tax benefits in the priorcurrent year.period.

Net card fees, processed revenuefees and certainService fees and other revenues are generally directly attributable to the segment in which they are reported.

Card Member rewardsrewards, andBusiness development, Card Member services expenses are included in each segment based on the actual expenses incurred. Business development and Marketing expenses are included in each segment based on the actual expenses incurred. Global brand advertising is primarily allocated to the segments based on the relative levels of revenue.

Salaries and employee benefits and other expenses reflect both costs incurred directly within each segment, as well as allocated expenses. The allocated expenses include service costs, which primarily reflect salaries and benefits associated with our technology and customer servicing groups, and overhead expenses. Service costs are allocated based on activities directly attributable to the segment, and overhead expenses are allocated based on the relative levels of revenue and Card Member loans and receivables. As a proportion of Salaries and employee benefits and other expenses, allocated costs remain relatively consistent from period to period. Increases in expenses year-over-year driven by allocated costs primarily reflect the changes in salaries and employee benefit costs and other costs related to our technology or servicing organizations and the growth in business volume within our operating segments.

Service fees and other revenue increased 512 percent, primarily driven by revenue from the sale of reward points and higher delinquency fees, partially offset by lower travel commissions and fees from our Amexconsumer Traveltravel business.business and a discrete revenue adjustment related to certain cash advance fees from prior years.

Interest income increased, primarily driven by growth in revolving loan balancesbalances, andpartially higheroffset by lower interest rates.

Interest expense increased,was primarilyrelatively drivenflat, reflecting segment net asset growth, offset by a higherlower cost of funds due to segment net asset growth and higherlower interest rates.

Card Member loans provision for credit losses increased,decreased, primarily due to higher net write-offs, partially offset by a lower reserve build in the current year.year, partially offset by higher net write-offs. The reserve build in the current year was primarily driven by an increase in loans outstanding.outstanding and deterioration in the macroeconomic outlook used in our reserve models, partially offset by lower delinquencies. The reserve build in the prior year was primarily driven by an increase in loans outstanding and higher delinquencies.outstanding.

Card Member receivables provision for credit losses decreased,increased, primarily due to a higher reserve release and lower net write-offsbuild in the current year.year versus a reserve release in the prior year, partially offset by lower net write-offs. The reserve releasesbuild in both the current andyear was primarily driven by an increase in delinquencies. The reserve release in the prior yearsyear werewas primarily driven by lower delinquencies and a decrease in receivables outstanding.

Other provision for credit losses increased, primarily due to higher net write-offs and a higher reserve build in the current year.year and higher net write-offs. The reserve buildsbuild in both the current andyear prior years werewas primarily driven by increasesan increase in Otherother loans outstanding and reserves related to partner obligations. The reserve build in the prior year was primarily driven by an increase in other loans outstanding.

Total expenses increased, primarily driven by higher Card Member rewards,services, Card Member servicesrewards and MarketingSalaries and employee benefits and other expenses.

WeBeginning in the first quarter of 2026, we have updated our presentation and disclosure of Card Member loans and Card Member receivables to present them on a combined basis as Card balances. ResultsPrior forperiod the first quarter of 2026 and prior periodsamounts have been reclassified to conform to the new presentation. Previously, Card Member loans represented balances on our credit card products and revolve-eligible balances on our charge card products, which included balances that Card Members paid in full as well as balances that Card Members paid over time with interest, and Card Member receivables represented balances on our charge card products that need to be paid in full on or before the Card Member’s payment due date. The updated Card balances presentation includes both revolve-eligible balances and balances that need to be paid in full, reflecting the evolution of our card products over time, primarily due to the expansion of lending features on our charge card portfolio, and is more consistent with industry convention. This presentation change has no impact on the recognition or measurement of outstanding Card balances and associated reserves for credit losses.

(b)Reflects net income, less (i) earnings allocated to participating share awards of $19$20 million and $18 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $39 million and $36 million for the six months ended June 30, 2026 and 2025, respectively, and (ii) dividends on preferred shares of $14$15 million for both the three months ended MarchJune 31,30, 2026 and 2025, and $29 million for both the six months ended June 30, 2026 and 2025.

We delivered strong results for the firstsecond quarter of 2026, reflecting continued momentum across the business and executionstrength of our provenpremium growthcustomer strategy.base, We had strong engagement on our refreshed U.S. Platinum products, expanded our membership assets with new and renewed partnerships, and furthered the developmentsuccess of our artificialproduct intelligencerefresh (AI)strategy capabilitiesand inpower theof quarter.our Netdifferentiated Membership Model. The combination of Card Member spend and revenue momentum, excellent credit performance and disciplined expense management together drove net income for the firstsecond quarterquarter, which was $3.0$3.1 billion, or $4.28$4.53 per share, compared with net income of $2.6$2.9 billion, or $3.64$4.08 per share, a year ago.

Billed business growthgrew accelerated to 10 percent year-over-year (9 percent FX-adjustedyear-over-year, reflecting broad-based growth across both Goods & Services (G&S).1 and Travel & Entertainment (T&E) spend categories. G&S spend grew 109 percent (8 percent FX-adjusted),percent, driven by continued momentum in retail spending. T&E spend grew 1210 percentpercent, (9driven percent FX-adjusted), reflectingby sustained strength in restaurant spend and further acceleration in airline spend, although we saw airline spend soften in the last few weeks of the quarter with travel disruptions from the Middle East conflict.1spend. Overall transaction growth of 10 percent for the quarter reflectsreflected continued strong engagement from our customers.

U.S. Consumer Services billed business grew 1011 percent, driven by our premium card portfolios, including the acceleration in the U.S. Platinum portfolio following the refresh last year. We continue to see strong engagement from our younger customers, with continued momentum in spending by Millennial and Gen-Z Card Members, our largest and fastest-growing cohort. Growth also reflected engagement across our premium card portfolios, including an acceleration in U.S. Platinum spend. Commercial Services billed business grew 45 percent, reflecting continuedan modestacceleration in growth from U.S. small and mid-sized enterprise (SME) Card Members. CommercialWe Servicesexpect includeda billedmoderation businessin fromspend growth as we exit small business cobrand held-for-sale portfolios, which will be exited over the course of the year.portfolios. Billed business for International Card Services, our fastest-growing segment, grew 2013 percent (1312 percent FX-adjusted), driven by continued strong growth in spend across geographies and customer types outside the United States.1types.1

Total revenues net of interest expense increased 11 percent (10 percent FX-adjusted).1percent. Growth in billed business drove a 9 percent increase in Discount revenue, our largest revenue line. Net card fees grew 1815 percent, reflecting high levels of new card acquisitions, strong Card Member retention and our ongoing cycle of product refreshes. Net interest income grew 1311 percent, primarily reflecting growth in balances and net yield expansion.expansion, partially offset by the impact from the exit of one of the small business cobrand held-for-sale portfolios, as mentioned above.

Card balances and Other loans increased 8 percent, in line with recentbilled trends.business. Provisions for credit losses increased,decreased, primarily duedriven to higher net write-offs andby a lower reserve release in the current period. The reserve release in the current period wascompared primarily driven byto a sequentialreserve decrease in Card balances; reserves for credit losses reflect uncertaintybuild in the macroeconomicprior environment.period, Netreflecting further strengthening of portfolio credit performance. The net write-off andrate delinquency— ratesprincipal only of 2.0 percent remained stable andwhile best-in-class,the supporteddelinquency byrate declined to 1.2 percent, reflecting our strategy to invest in the value propositions of our premium customerproducts base.that attract customers with high credit quality.

Growth in Card Member rewards, Card Member services and Business development expenses (collectively, variable customer engagement expenses) were driven by volumes,Card usageMember spending, including in categories like airlines where customers earn and use rewards, enhancements we made to the value propositions of our refreshed U.S. Platinum cards.cards last year and usage of Card Member benefits. Marketing expense wasincreased relatively6 flatpercent year-over-year.year-over-year as we continued to invest to acquire, engage and retain high-spending, high credit-quality customers. We plan to continue to invest in growthand initiatives,enhance our Membership Model of premium payment products, differentiated membership services and partnerships, including acquiringour highproposed spending,acquisition highof credit-qualityTheFork, customers.an online restaurant reservation and management platform in Europe. Operating expense growth continues to reflect our investments in our colleagues and technology to support business growth. We remain focused on driving marketing and operating expense efficiencies over time.

During the firstsecond quarter, we maintained our Common Equity Tier 1 (CET1) capital ratio within our target range of 10 to 11 percent and returned $2.3$2.9 billion of capital to our shareholders in the form of share repurchases and common stock dividends. We plan to continue to return to shareholders the excess capital we generate while managing our CET1 capital ratio within our target range and supporting balance sheet growth. Our robust capital, funding and liquidity positions provide us with significant flexibility to maintain a strong balance sheet.

TheOur resiliencyresults for the quarter demonstrate the strength of our differentiated business model and the strength and stability of our performance give us confidence in our ability to navigatedrive evolvingsustainable competition and a range of economic environments.growth. While we recognize the uncertainty of the geopolitical and regulatory landscape, we continue to manage the company for the long term, focusing on backing our customers and colleagues, exercisingcontinuing disciplinedto expensestrengthen our risk management capabilities and strategically investing in our business.

The discussions in both “Consolidated Results of Operations” and “Business Segment Results of Operations” provide commentary on the variances for the three and six months ended MarchJune 31,30, 2026 compared to the same periodperiods in the prior year, as presented in the accompanying tables.

Discount revenue increased,increased for both the three and six month periods, driven by an increaseincreases in billed business of 9 percent and 10 percent, respectively, partially offset by lower average merchant discount rates primarily due to shifts in geographicspend mix by geography and merchant spend mix.categories. See Tables 5 and 6 for more details on billed business performance.

Net card fees increased,increased for both the three and six month periods, primarily driven by growth in our premium card portfolios. See Table 5 for more details on proprietary new card acquisitions, proprietary cards-in-force and average fee per card.

Service fees and other revenue increased,increased for both the three and six month periods, primarily driven by increases in network partnership revenues, foreign-exchange related revenues associated with Card Member cross-currency spending, network partnership revenue and loyalty coalition-related fees.fees and travel commissions and fees from our consumer travel business.

Interest income increased,increased for both the three and six month periods, primarily driven by growth in revolving loanCard balances, partially offset by lower interest rates.

Interest expense wasdecreased relativelyfor flat,both reflectingthe growth in customer depositsthree and long-termsix debt,month offsetperiods, primarily driven by lower interest rates paid on customer deposits, partially offset by growth in customer deposits.

Provision for Card balance credit losses increased,decreased for both the three and six month periods, primarily due to a lower reserve releasereleases in the current periodperiods andversus reserve builds in the prior periods, partially offset by higher net write-offs. The reserve releasereleases in the current periodperiods waswere primarily driven by alower delinquencies, partially offset by sequential decreaseincreases in Card balances. The reservesreserve reflect uncertaintybuilds in the macroeconomic environment. The reserve release for the prior periodperiods were primarily driven by sequential increases in Card balances and reflected the qualitymacroeconomic outlook, partially offset by the release of oura premiumreserve customer base andupon the macroeconomicreclassification outlook.of a small business cobrand portfolio to Card balances HFS.

Provision for other credit losses decreased,decreased for both the three and six month periods, primarily due to a lower reserve buildbuilds for Other loans in the currentprior period,periods, partially offset by higher net write-offs. The reserve buildwrite-offs in the current period was primarily related to partner obligations.periods. The reserve buildbuilds in the prior periodperiods waswere primarily driven by a sequential increaseincreases in otherOther loans outstanding.loans.

Card Member rewards expense increased,increased for both the three and six month periods, driven by increases in Membership Rewards and cash back rewards expenses, collectively, of $353$277 million and $630 million, and cobrand rewards expense of $160$155 million and $315 million, respectively, all of which were primarily driven by higher billed business. The increaseincreases in Membership Rewards expense wasfor the three and six month periods were also driven by changes to the Membership Rewards program for U.S. Business Platinum cards.cards, partially offset by a benefit from enhancements to the models that estimate future redemptions of Membership Rewards points by U.S. Card Members.

The Membership Rewards Ultimate Redemption Rate (URR) for current program participants was 97 percent (rounded up) and 96 percent (rounded down) as of Marchboth 31,June 30, 2026 and 2025, respectively.2025.

Business development expense increased,increased for both the three and six month periods, primarily due to increased partner payments and higher client incentivesincentives, anddriven loyaltyby coalition-relatedhigher costs,network volumes. The increase for the six month period was partially offset by a reserve release related to the allocation of revenue to a joint venture partner as a result of a final arbitration award.

Card Member services expense increased,increased for both the three and six month periods, primarily due to higher usage of Card Member benefits and the new U.S. Platinum benefits.

Marketing expense wasincreased relativelyfor flat,both reflectingthe consistentthree and six month periods, primarily driven by higher levels of spending on customer acquisition and brandother advertising.growth initiatives.

Salaries and employee benefits expense increased,increased for both the three and six month periods, primarily driven by higher compensation and incentive costs.

Other expenses decreased,increased for the three month period and decreased for the six month period. The increase for the three month period was primarily driven by an increase in legal reserves and higher technology costs, partially offset by gains on Amex Ventures investments and a gain on the sale of a small business cobrand portfolio previously classified as Card balances HFS. The decrease for the six month period was primarily driven by gains on Amex Ventures investments, a release of a reserve associated with international non-income tax, a gain recognized in the current period for the remeasurement of our ownership interest in our Switzerland joint venture (Swisscard AECS GmbH) resulting from our purchase of the remaining share of the joint venture and gainsthe previously-mentioned gain on Amexthe Venturessale investments,of a small business cobrand portfolio, partially offset by an increase in legal reserves and higher technology costs and foreign-exchange related losses.costs.

The effective tax rate was 21.423.6 percent and 22.418.7 percent for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 22.5 percent and 20.5 percent for the six months ended June 30, 2026 and 2025, respectively. The decrease in thehigher effective tax raterates for the three and six month periods primarily reflected discrete tax benefits in the currentprior period.periods related to the resolution of certain prior-year tax items.

Non-interest revenues increased,increased for both the three and six month periods, primarily driven by higher Discount revenue and Net card fees.

Discount revenue increased 11 percent and 10 percent,percent for the three and six month periods, respectively, primarily driven by an increaseincreases in U.S. consumer billed business. See Tables 5, 6, and 9 for more details on billed business performance.

Net card fees increased 1817 percent,percent for both the three and six month periods, primarily driven by growth in our premium card portfolios.

Interest income increased,increased for both the three and six month periods, primarily driven by growth in revolving loanCard balances, partially offset by lower interest rates.

Interest expense wasdecreased relativelyfor flat,both reflectingthe three and six month periods, primarily driven by lower interest rates, partially offset by higher cost of funds due to segment net asset growth.

Provision for other credit losses decreased,decreased for the current three month period, primarily due to a reserve release in the current period versus a reserve build in the prior period, partially offset by higher net write-offs. Provision for other credit losses decreased for the current six month period, primarily due to a lower reserve build in the current period, partially offset by higher net write-offs. The reserve build in the current six month period was primarily related to partner obligations.obligations, a portion of which was released during the current three month period. The net reserve buildbuilds in the prior periodperiods waswere primarily driven by a sequential increaseincreases in otherOther loans outstanding.loans.

Total expenses increased,increased for both the three and six month periods, primarily driven by higher Card Member services, Card Member rewards and Salaries and employee benefits and other operating expenses.

Card Member rewards expense increased,increased for both the three and six month periods, primarily driven by increases in Membership Rewards and cobrand rewards expenses, both of which were primarily driven by higher billed business. The increases in Membership Rewards expense were partially offset by the previously-mentioned benefit from enhancements to the U.S. URR models.

Business development expense increased,increased for both the three and six month periods, primarily due to increased partner payments driven by higher billed business.

Card Member services expense increased,increased for both the three and six month periods, primarily due to new U.S. Platinum benefits and higher usage of Card Member benefits.

Marketing expense was relatively flat,flat reflectingfor consistentboth levelsthe of spending on customer acquisitionthree and brandsix advertising.month periods.

Salaries and employee benefits and other operating expenses increased,increased for both the three and six month periods, primarily due to an increaseincreases in allocated service costs and compensation costs.

Non-interest revenues increased,increased for both the three and six month periods, primarily driven by higher Discount revenue and Net card fees.

Discount revenue increased 34 percent,percent for both the three and six month periods, primarily driven by an increaseincreases in commercial billed business. See Tables 5, 6, and 11 for more details on billed business performance.

Net card fees increased 1012 percent,percent and 11 percent for the three and six month periods, respectively, primarily driven by growth in our premium card portfolios.

Service fees and other revenue increased 97 percent,percent and 8 percent for the three and six month periods, respectively, primarily driven by higher travel commissions and fees, delinquency fees and foreign-exchange related revenues associated with Card Member cross-currency spending.fees.

Interest income increased,increased for both the three and six month periods, primarily driven by higher interest rates and growth in revolving loanCard balances.balances and higher interest rates.

Interest expense wasdecreased relativelyfor flat,both reflectingthe three and six month periods, primarily driven by lower interest rates, partially offset by a higher cost of funds duedriven toby segment net asset growth, offset by lower interest rates.growth.

Provision for other credit losses decreased,decreased for both the three and six month periods, primarily due to a reserve release in the current period versus a reserve build in the prior period and lower net write-offs.write-offs in the current six month period. The reserve release in the current three month period was primarily related to partner obligations. The reserve release in the current six month period was primarily driven by the performance of small business loans. The reserve buildbuilds in the prior periodperiods waswere primarily driven by a sequential increaseincreases in otherOther loans outstanding.loans.

Total expenses increased,increased for both the three and six month periods, primarily driven by higher Card Member rewards, Card Member services,services and Business development and Salaries and employee benefits and other operating expenses.

Card Member rewards expense increased,increased for both the three and six month periods, primarily driven by higherincreases in Membership Rewards expense due to changes to the Membership Rewards program for U.S. Business Platinum cards and higher billed business, aspartially well as higher cobrand rewards expense drivenoffset by higherthe billedpreviously-mentioned business.benefit from enhancements to the U.S. URR models.

Business development expense increased,increased for both the three and six month periods, primarily due to higherincreased client incentives, which were driven by higher billed business.business and contractual rates.

Card Member services expense increased,increased for both the three and six month periods, primarily duedriven toby the new U.S. Business Platinum benefits.

Marketing expense decreased,increased reflectingfor lowerboth the three and six month periods, primarily driven by higher levels of spending on customer acquisitionsacquisition and other growth initiatives.

Non-interest revenues increased,increased for both the three and six month periods, primarily driven by higher Discount revenue and Net card fees.