Reworded10-Q 2026-10-23 vs 10-K 2026-02-06
The risks and uncertainties that we face are not limited to those described below. set forth in the 2025 Form 10-K.
AXPAmerican Express
American Express is a global payments and premium lifestyle brand powered by technology. 10-K, Item 1
- Employees
- 76,800
- Headquarters
- New York, NY
- CEO
- Stephen J. Squeri
- Next results
- around Jan 29, 2027
6 paragraphs in Risk Factors of the 10-K filed Feb 6, 2026 with nothing like them in the 10-K filed Feb 7, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 75 Financials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
We are a multinational company that derives a substantial portion of its revenues from activities outside of the United States and many of our U.S. customers have an international presence or are otherwise affected by global developments. Accordingly, events that impact international relations and geopolitical stability may have a significant impact on our business. For example, several countries have implemented and are considering the further implementation of tariffs, trade barriers or restrictions and other retaliatory international or domestic policies, as well as other measures affecting cross-border commerce, migration and the flow of information. These actions have had and may likely continue to have broad consequences for the global economy and regional and country economies, as well as impacts to global supply chains and negative effects on our customers and partners, which may adversely affect our business.
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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, detect potential risks and liabilities related to those opportunities, negotiate acceptable terms
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We rely extensively on our information technology systems and those of our third parties, including our transaction authorization, clearing and settlement systems, data centers and cloud data storage and processing services, which have experienced and may continue to experience service disruptions or degradation that may result from technology malfunction, sudden increases in
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We face risks from fraudulent activity associated with Card Members, merchants and others, including through bad actors obtaining access to our customer accounts and information and frauds committed by our customers against us. Large financial services firms such as American Express and our customers are regularly targeted by a range of fraudulent activity, including fraud on our card and banking products, false disputes, account takeovers, identity theft and electronic-transaction related crimes, with sophisticated perpetrators increasingly utilizing a range of advanced techniques and multiple parties acting in concert. New or emerging technologies, such as generative AI capabilities, have increased these fraud risks. For example, we have seen our customers targeted by elaborate and voluminous social engineering attacks, which may utilize advanced methods of deception, such as synthetic voice and conversation generation. Information and cybersecurity breaches and other operational incidents that we or third parties experience also increase our fraud risk. Additionally, our introduction of new products and services, expansion into new jurisdictions or usage of new partners or vendors may create new fraud risks or heighten existing risks. While we have policies and procedures designed to address fraud risks, such as customer authentication controls and fraud detection systems, they may be insufficient to accurately predict, prevent or detect fraud.
Increased fraudulent activity associated with our products and services could materially adversely affect our financial condition and results of operations, including as a result of credit losses and other expenses. Furthermore, fraudulent activity could harm our brand and reputation, negatively impact the use or acceptance of our products and services and lead to regulatory intervention or other actions (such as mandatory card reissuance).
Similar paragraph at 1 of 75 other Financials companies: COFRead in the 10-K ↗
amortization of our existing securitization transactions. For a further discussion of our liquidity and funding needs, see “Consolidated Capital Resources and Liquidity” under “MD&A.”
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New in the latest 10-Q
29 paragraphs in the 10-Q filed Oct 23, 2026 with nothing like them in the 10-Q filed Jul 24, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
Operating expenses decreased, reflecting the previously-mentioned gain from the sale of our equity interest in GBTG, partially offset by increases in legal reserves and restructuring costs. Excluding the impact of these discrete items, operating expense grew modestly. We have invested significantly in risk and controls over the last several years and will continue to make the investments necessary to strengthen our risk management and compliance programs so that they meet our expectations and those of our regulators.
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On August 12, 2026, we issued $1.6 billion of 6.450% Fixed Rate Reset Noncumulative Preferred Shares, Series E. With the proceeds from that issuance, we redeemed in full the $1.6 billion of 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D on September 15, 2026. Refer to Note 14 to the “Consolidated Financial Statements” for additional information on our preferred shares.
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Financial statements and notes
(b)Excludes $1.5 billion of non-cash activity related to the sale of our equity method investment in GBTG, which was recorded as a receivable in Other assets on the Consolidated Balance Sheets as of September 30, 2026. Proceeds from the sale were subsequently received.
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Three months ended September 30, 2026 Total Preferred Shares Common Shares Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings
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Cash dividends declared preferred Series D, $9,072.22 per share (14) — — — — (14)
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Nine months ended September 30, 2026 Total Preferred Shares Common Shares Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings
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Cash dividends declared preferred Series D, $27,019.44 per share (43) — — — — (43)
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On September 29, 2026, in connection with Long Lake’s completion of its acquisition of GBTG, we sold our approximately 30 percent equity interest in GBTG. The transaction resulted in a pre-tax gain of $ 982 million ($ 751 million after tax), which was reported as a reduction to Other expense within Corporate & Other for the three and nine months ended September 30, 2026.
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On October 8, 2026, American Express Company and American Express Travel Related Services Company, Inc. consented to an order issued by the Board of Governors of the Federal Reserve System and American Express National Bank (AENB) consented to an order issued by the Office of the Comptroller of the Currency (OCC) to resolve previously disclosed reviews by the banking regulators of certain aspects of our financial crimes compliance program. AENB also agreed to pay a civil money penalty of $ 350 million to the OCC.
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September 30, 2026 Net Change June 30, 2026 September 30, 2025 Net Change June 30, 2025
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September 30, 2026 Net Change December 31, 2025 September 30, 2025 Net Change December 31, 2024
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(b) Includes a $ 400 million increase in legal reserves for the three months ended September 30, 2026 pertaining to the portion of the OCC civil money penalty not reserved for prior to this period as well as previously-disclosed, unrelated legal proceedings. Refer to Note 7 for additional information.
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(a) Represents the difference between the redemption value and carrying value of the Series D preferred shares, which were redeemed on September 15, 2026. The carrying value represents the original issuance proceeds, net of underwriting fees and offering costs for these preferred shares.
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The Board of Directors may authorize the issuance of up to 20 million preferred shares at a par value of $1.662/3 per share without further shareholder approval.
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During the three months ended September 30, 2026, we issued 1,600 preferred shares of 6.450 % Fixed Rate Reset Noncumulative Preferred Shares, Series E, for net proceeds of $ 1,584 million and redeemed in full the previously outstanding 3.550 % Fixed Rate Reset Noncumulative Preferred Shares, Series D, for $ 1,600 million. The difference between the redemption value and carrying value of the redeemed Series D preferred shares resulted in a reduction of $ 16 million in net income available to common shareholders, as reflected within the calculation of basic and diluted EPS in Note 13.
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Series E Issuance Date August 12, 2026 Securities issued 1,600 Preferred shares; represented by 1,600,000 depositary shares Dividend rate per annum 6.450% through September 14, 2031; resets September 15, 2031 and every subsequent 5-year anniversary at 5-year Treasury rate plus 2.119% Dividend payment date Quarterly beginning September 15, 2026 Earliest redemption date September 15, 2031 Aggregate liquidation preference $1,600 million Carrying value (a) $1,584 million
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(a) Carrying value, as presented in the Statements of Shareholders' Equity, represents the issuance proceeds, net of underwriting fees and offering costs.
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In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, the preferred shares then outstanding take precedence over our common shares for the payment of dividends and the distribution of assets out of funds legally available for distribution to shareholders. We may redeem the outstanding series of preferred shares at $ 1 million per preferred share (equivalent to $ 1,000 per depositary share) plus any declared but unpaid dividends in whole or in part, from time to time, on any dividend payment date on or after the earliest redemption date, or in whole, but not in part, within 90 days of certain bank regulatory changes.
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Other information
Our independent directors elected Christopher D. Young to serve as Lead Independent Director of the Board of Directors, effective January 1, 2027. Mr. Young succeeds John J. Brennan who will not stand for reelection at our 2027 annual meeting of shareholders as he will have reached our mandatory retirement age for directors.
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On October 21, 2026, our filing of a Certificate of Amendment to our Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) was accepted by the Secretary of State of the State of New York, which had the effect of eliminating from our Amended and Restated Certificate of Incorporation all matters set forth therein with respect to shares of our 3.550% Fixed Rate Reset Noncumulative Preferred Shares, Series D, as no shares of such series are currently outstanding. A copy of the Certificate of Amendment is attached as Exhibit 3.2 to this Form 10-Q and is incorporated by reference herein.
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Item 6
3.1 Conformed copy of Amended and Restated Certificate of Incorporation of American Express Company, as amended through October 21, 2026.
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3.2 Certificate of Amendment to the Certificate of Incorporation of American Express Company, dated October 21, 2026.
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10.1 American Express Senior Executive Severance Plan, as amended and restated effective July 21, 2026.
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31.1 Certification of Stephen J. Squeri pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
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31.2 Certification of Christophe Y. Le Caillec pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
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32.1 Certification of Stephen J. Squeri pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2 Certification of Christophe Y. Le Caillec pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101. INS XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
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104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 23, 2026 against Item 1A of the 10-K filed Feb 6, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Reworded10-Q 2026-10-23 vs 10-K 2026-02-06
Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. business and the trading price of our securities.
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