S-8

As filed with the Securities and Exchange Commission on May 8, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________

AMERICAN EXPRESS COMPANY

(Exact name of registrant as specified in its charter)

New York	13-4922250
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

____________

200 Vesey Street

New York, New York 10285

(212) 640-2000

(Address of Principal Executive Offices) (Zip Code)

Second Amended and Restated American Express Company 2016 Incentive Compensation Plan

(Full title of the plan)

____________

Laureen E. Seeger, Esq.

Chief Legal Officer

American Express Company

200 Vesey Street

New York, New York 10285

(212) 640-2000

(Name, address and telephone number, including area code, of agent for service)

____________

Copy to:

David A. Kanarek, Esq.

American Express Company

200 Vesey Street

New York, New York 10285

(212) 640-2000

____________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement relates to the registration of an additional 15,000,000 common shares (“Shares”), par value $0.20 per share, of American Express Company (the “Registrant”) issuable pursuant to the Second Amended and Restated American Express Company 2016 Incentive Compensation Plan (the “Plan”). Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this registration statement the contents of its registration statement on Form S-8 (File No. 333-211159) filed with the Securities and Exchange Commission (the “Commission”) on May 5, 2016, relating to the registration of 17,500,000 Shares issuable under the Plan and its registration statement on Form S-8 (File No. 333-240077) filed with the Commission on July 24, 2020, relating to the registration of 7,000,000 Shares issuable under the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this registration statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

(b) The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024;

(c) The Registrant’s Current Reports on Form 8-K filed, filed pursuant to the Exchange Act on February 16, 2024, March 7, 2024, April 25, 2024 and May 8, 2024; and

(d) The description of the Registrant’s Common Shares, par value $0.20 per share, contained in Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Nothing in this registration statement shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.

Item 8. Exhibits.

The following exhibits are filed with or incorporated by reference into this registration statement.

Exhibit No.	Description of Exhibit
4.1	American Express Company 2016 Incentive Compensation Plan (as amended and restated effective May 6, 2024) (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K (File No. 1-7657), dated May 6, 2024 (filed May 8, 2024)).
4.2	Amended and Restated Certificate of Incorporation, as amended through April 20, 2022 (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 1-7657) for the quarter ended March 31, 2022).
4.3	By-Laws, as amended through October 19, 2022 (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 1-7657) for the quarter ended September 30, 2022).
5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP (filed herewith)
23.1	Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2	Consent of Cleary Gottlieb Steen & Hamilton LLP (contained in the opinion filed herewith as Exhibit 5.1)
24.1	Power of Attorney (filed herewith)
107	Filing Fee Table (filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 8, 2024.

American Express Company

/s/ Christophe Y. Le Caillec

Name: Christophe Y. Le Caillec

Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Stephen J. Squeri	Chairman, Chief Executive Officer and Director	May 8, 2024
Stephen J. Squeri	(Principal Executive Officer)
/s/ Christophe Y. Le Caillec	Chief Financial Officer (Principal Financial Officer)	May 8, 2024
Christophe Y. Le Caillec
/s/ Jessica Lieberman Quinn	Executive Vice President and Corporate Controller	May 8, 2024
Jessica Lieberman Quinn	(Principal Accounting Officer)
*	Director	May 8, 2024
Thomas J. Baltimore, Jr.
*	Director	May 8, 2024
John J. Brennan
*	Director	May 8, 2024
Walter J. Clayton III
*	Director	May 8, 2024
Theodore J. Leonsis
*	Director	May 8, 2024
Deborah P. Majoras
*	Director	May 8, 2024
Karen L. Parkhill
*	Director	May 8, 2024
Charles E. Phillips, Jr.
*	Director	May 8, 2024
Lynn A. Pike
*	Director	May 8, 2024
Daniel L. Vasella

*	Director	May 8, 2024
Lisa W. Wardell
*	Director	May 8, 2024
Christopher D. Young

*By: /s/ David A. Kanarek David A. Kanarek as Attorney in Fact

EX-5.1

EXHIBIT 5.1

May 8, 2024

American Express Company

200 Vesey Street

New York, New York 10285

Re: American Express Company Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to American Express Company, a New York corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 15,000,000 shares of the Company’s common stock, par value $0.20 per share (the “Shares”), to be issued by the Company pursuant to the Second Amended and Restated American Express Company 2016 Incentive Compensation Plan (the “Plan”).

We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further qualification set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices not less than the par value thereof, will be validly issued, fully paid and, except as may otherwise be provided by Section 630 of the Business Corporation Law of the State of New York, nonassessable.

American Express Company, p. 2

The foregoing opinion is limited to the law of the State of New York.

We hereby consent to the use of this opinion as a part (Exhibit 5.1) of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By: /s/ Francesca L. Odell

Francesca L. Odell, a Partner

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of American Express Company of our report dated February 9, 2024 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in American Express Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

New York, New York

May 8, 2024

EX-24.1

EXHIBIT 24.1

AMERICAN EXPRESS COMPANY

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Laureen E. Seeger, David A. Kanarek and Noelle Kenel-Pierre, severally, each with full power to act alone and without the other, his or her true and lawful attorney-in-fact, with full power of substitution, and with the authority to execute in the name of each such person, a registration statement covering common shares of American Express Company to be offered pursuant to the Second Amended and Restated American Express Company 2016 Incentive Compensation Plan and any and all amendments (including without limitation, post-effective amendments) to such registration statement, and to file such registration statement with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, necessary or advisable to enable American Express Company to comply with the Securities Act of 1933, and any rules, regulations or requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate.

This Power of Attorney may be executed in counterparts.

NAME	TITLE	DATE
/s/ Stephen J. Squeri	Chairman, Chief Executive Officer and Director	May 8, 2024
Stephen J. Squeri
/s/ Christophe Y. Le Caillec	Chief Financial Officer	May 8, 2024
Christophe Y. Le Caillec
/s/ Jessica Lieberman Quinn	Executive Vice President and Corporate Controller	May 8, 2024
Jessica Lieberman Quinn
/s/ Thomas J. Baltimore, Jr.	Director	May 8, 2024
Thomas J. Baltimore, Jr.
/s/ John J. Brennan	Director	May 8, 2024
John J. Brennan
/s/ Walter J. Clayton III	Director	May 8, 2024
Walter J. Clayton III
/s/ Theodore J. Leonsis	Director	May 8, 2024
Theodore J. Leonsis
/s/ Deborah P. Majoras	Director	May 8, 2024
Deborah P. Majoras
/s/ Karen L. Parkhill	Director	May 8, 2024
Karen L. Parkhill
/s/ Charles E. Phillips, Jr.	Director	May 8, 2024
Charles E. Phillips, Jr.

/s/ Lynn A. Pike	Director	May 8, 2024
Lynn A. Pike
/s/ Daniel L. Vasella	Director	May 8, 2024
Daniel L. Vasella
/s/ Lisa W. Wardell	Director	May 8, 2024
Lisa W. Wardell
/s/ Christopher D. Young	Director	May 8, 2024
Christopher D. Young

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

American Express Company

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Shares, par value $0.20 per share	Rules 457(c) and 457(h)	15,000,000(1)	$231.24(2)	$3,468,600,000(2)	0.00014760	$511,965.36
Total Offering Amounts					$3,468,600,000		$511,965.36
Total Fee Offsets							N/A
Net Fee Due							$511,965.36

(1)

This Registration Statement covers common shares (“Shares”), par value $0.20 per share, of American Express Company (the “Registrant”) available for future grants under the Second Amended and Restated American Express Company 2016 Incentive Compensation Plan (the “Plan”) and, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), together with an indeterminate number of Shares that may be necessary to adjust the number of Shares reserved for issuance pursuant to the Plan as a result of stock splits, dividends or similar adjustments of the outstanding Shares of the Registrant.

(2)

Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based upon the average of the high and low prices of the Shares of the Registrant as reported on the New York Stock Exchange on May 3, 2024.