American Express Company Form 8-K (Nov. 4, 2021)

Summary

Current report on Form 8-K of American Express Company, date of report November 4, 2021, under Items 8.01 and 9.01. The report files exhibits in connection with the Company's November 4, 2021 issuance of $800,000,000 of 0.750% Notes due November 3, 2023, $600,000,000 of Floating Rate Notes due November 3, 2023, $1,100,000,000 of 1.650% Notes due November 4, 2026 and $500,000,000 of Floating Rate Notes due November 4, 2026. The notes were issued under a Prospectus Supplement dated November 1, 2021 to the Prospectus dated February 12, 2021, part of Registration Statement No. 333-253057 on Form S-3. The exhibits include a Cleary Gottlieb Steen & Hamilton LLP opinion and consent. Kristina V. Fink signed it.

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM 8-K

CURRENT
REPORT

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date
of Report (Date of earliest event reported): November 4, 2021

AMERICAN EXPRESS COMPANY

(Exact name of registrant
as specified in its charter)

New York | 1-7657 | 13-4922250
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

200 Vesey Street ,

New York , New York 10285

(Address of principal executive offices and
zip code)

( 212 ) 640-2000

(Registrant’s telephone number, including
area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Shares (par value $0.20 per Share) | AXP | New York Stock Exchange

Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

Exhibits
are filed herewith in connection with the issuance by American Express Company (the “Company”), on November 4,
2021, of $800,000,000 aggregate principal amount of 0.750% Notes due November 3, 2023, $600,000,000 aggregate principal amount of
Floating Rate Notes due November 3, 2023, $1,100,000,000 aggregate principal amount of 1.650% Notes due November 4, 2026 and
$500,000,000 aggregate principal amount of Floating Rate Notes due November 4, 2026 pursuant to a Prospectus Supplement dated November 1,
2021 to the Prospectus dated February 12, 2021, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-253057).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are incorporated by reference into the Registration
Statement as exhibits thereto and are filed as part of this Current Report:

Exhibit | Description
4.1 | Form of Permanent Registered Floating Rate Global Note (incorporated by reference to Exhibit 4(t) of the Registrant’s Registration Statement under the Securities Act of 1933 on Form S-3 (File No. 333-223581), filed on March 12, 2018).
5.1 | Opinion of Cleary Gottlieb Steen & Hamilton LLP
23.1 | Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1)
104 | The cover page of this Current Report on Form 8-K, formatted as inline XBRL

- 2 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN EXPRESS COMPANY (REGISTRANT)
Date: November 4, 2021 | By: | /s/ Kristina V. Fink
Name: | Kristina V. Fink
Title: | Deputy Corporate Secretary

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