美国运通美股招股说明书(2025-04-22版)

$1,500,000,000 5.667% Fixed-to-Floating Rate Notes due April25, 2036$400,000,000 Floating Rate Notes due April25, 2029 floating rate notes due April25, 2031, or the 2031 fixed-to-floating rate notes, $1,500,00,000 principal amount of our 5.667% fixed-to-floating rate notes due April25, 2036, or the 2036 fixed-to-floating rate notes, and$400,000,000 principal amount of our floating rate notes due April25, 2029, or the floating rate notes. In this prospectus supplement, we refer to the 2029 fixed-to-floating rate notes, the 2031 fixed-to-floating ratenotes and the 2036 fixed-to-floating rate notes collectively as the fixed-to-floating rate notes and we refer to the fixed-to-floating rate notes and the floating rate notes collectively as the notes.We will pay interest on the 2029 fixed-to-floating rate notes (i)from, and including, April25, 2025, to, but excluding, April25, 2028 at a rate per annum equal to 4.731%, payable semi-annually in arrears onApril25 and October25 of each year, beginning October25, 2025 and ending on April25, 2028, (ii)from, and including April25, 2028, to, but excluding, the maturity date at a rate per annum equal to CompoundedSOFR (as defined in the accompanying prospectus) plus 1.260%, payable quarterly in arrears on January25, April25, July25 and October25, beginning July25, 2028 and ending on the maturity date. The 2029 fixed-to-floating rate notes will mature on April25, 2029. We will pay interest on the 2031 fixed-to-floating rate notes (i)from, and including, April25, 2025, to, but excluding, April25, 2030 at a rate per annum equal to5.016%, payable semi-annually in arrears on April25 and October25 of each year, beginning October25, 2025 and ending on April25, 2030, and (ii)from, and including April25, 2030, to, but excluding, the maturitydate at a rate per annum equal to Compounded SOFR plus 1.440%, payable quarterly in arrears on January25,April25,July25 and October25, beginning July25, 2030 and ending on the maturity date. The 2031fixed-to-floating rate notes will mature on April25, 2031. We will pay interest on the 2036 fixed-to-floating rate notes (i)from, and including, April25, 2025, to, but excluding, April25, 2035 at a rate per annum equal the 31-day period prior to the maturity date, in each case at the applicable redemption price described under “Description of Notes” below. We may redeem the 2031 fixed-to-floating rate notes (i)in whole or in part onor after October25, 2025 and prior to April25, 2030, (ii)in whole but not in part on April25, 2030 or (iii)in whole or in part during the 31-day period prior to the maturity date, in each case at the applicableredemption price described under “Description of Notes” below. We may redeem the 2036 fixed-to-floating rate notes (i)in whole or in part on or after October25, 2025 and prior to April25, 2035, (ii)in whole but notin part on April25, 2035 or (iii)in whole or in part during the 3-month period prior to the maturity date, in each case at the applicable redemption price described under “Description of Notes” below. We may redeemthe floating rate notes (i)in whole but not in part on April25, 2028 or (ii)in whole or in part during the 31-day period prior to the maturity date, in each case at a redemption price equal to the principal amount of thenotes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption. The notes will be our senior unsecured obligations and will rank prior to all of our present We will not list the notes on any exchange.We will only issue the notes in book-entry form registered in the name of a nominee of The Depository Trust Company (“DTC”), New York, New York. Beneficial interests in the notes will be shown on, andtransfers of such interests will be made only through, records maintained by DTC and its participants, including Clearstream Banking, S.A. (“Clearstream”), and Euroclear Bank SA/ NV, as operator of the Euroclearsystem (“Euroclear”). Except as described in this prospectus supplement, we will not issue notes in definitive form.The underwriters are offering the notes for sale in those jurisdictions both inside and outside the United States where it is lawful to make such offers.Investing in the notes involves risks. You should carefully consider the information under “Risk Factors” beginning on page3of the accompanying prospectus and in ourAnnual Report on Form 10-K for the year ended December31, 2024and ourQuarterly Report on Form 10-Q for the quarter ended March31, 2025incorporated herein by reference.The notes are not deposits or savings accounts. The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or by any other governmental agency orPricetoPublic(1)UnderwritingDiscountProceedstoCompanyPer 2029 fixed-to-floating rate note%% 100.0000.350Total for 2031 fixed-to-floating rate notes$1,500,000,000$5,250,000Per 2036 fixed-to-floating rate note100.000%0.450%Total for 2036 fixed-to-floati