美国运通美股招股说明书(2025-07-22版)

$1,500,000,000 4.351%Fixed-to-FloatingRate Notes due July20, 2029$1,750,000,000 4.918%Fixed-to-FloatingRate Notes due July20, 2033$750,000,000 Floating Rate Notes due July20, 2029 We are offering $1,500,000,000 principal amount of our 4.351%fixed-to-floatingrate notes due July 20, 2029, or the 2029fixed-to-floatingrate notes, $1,750,000,000 principal amount of our 4.918%fixed-to-floatingrate notes due July20, 2033, or the 2033fixed-to-floatingrate notes, and $750,000,000 principal amount of our floating rate notes due July20, 2029,or the floating rate notes. In this prospectus supplement, we refer to the 2029fixed-to-floatingrate notes and the 2033fixed-to-floatingrate notes collectively as thefixed-to-floatingrate notes and we refer to thefixed-to-floatingrate notes and the floating rate notes collectively as the notes.We will pay interest on the 2029fixed-to-floatingrate notes (i)from, and including, July25, 2025, to, but excluding, July20, 2028 at a rate per annum equal to 4.351%, payable semi-annually in arrears on January 20 and July 20 of each year, beginning January 20, 2026 (short first interest period) and ending on July20, 2028, (ii) from, and including July 20, 2028, to, butexcluding, the maturity date at a rate per annum equal to Compounded SOFR (as defined in the accompanying prospectus) plus 0.810%, payable quarterly in arrears on January 20, April 20,July 20 and October 20, beginning October 20, 2028 and ending on the maturity date. The 2029fixed-to-floatingrate notes will mature on July 20, 2029. We will pay interest on the 2033fixed-to-floatingrate notes (i)from, and including, July 25, 2025, to, but excluding, July 20, 2032 at a rate per annum equal to 4.918%, payable semi-annually in arrears on January 20 and We may redeem the 2029fixed-to-floatingrate notes (i)in whole or in part on or after January 25, 2026 and prior to July 20, 2028, (ii) in whole but not in part on July 20, 2028 or(iii)in whole or in part during the31-dayperiod prior to the maturity date, in each case at the applicable redemption price described under “Description of Notes” below. We may redeem the2033fixed-to-floatingrate notes (i)in whole or in part on or after January 25, 2026 and prior to July 20, 2032, (ii) in whole but not in part on July 20, 2032 or (iii)in whole or in part duringthe 60-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 floating rate notes (i)in wholebut not in part on July 20, 2028 or (ii)in whole or in part during the31-dayperiod prior to the maturity date, in each case at a redemption price equal to the principal amount of the notes 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”), NewYork, New York. Beneficial interests in thenotes will be shown on, and transfers of such interests will be made only through, records maintained by DTC and its participants, including Clearstream Banking, S.A. (“Clearstream”), andEuroclear Bank SA/ NV, as operator of the Euroclear system (“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 Form10-Kfor the year ended December31, 2024and our Quarterly Reports on Form10-Qfor the quarters endedMarch 31, 2025andJune30, 2025, whichare incorporated 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 PricetoPublic(1)DiscountCompanyPer 2029fixed-to-floatingrate note100.000%0.250%Total for 2029fixed-to-floatingrate notes$1,500,000,000$3,750,000$1,496,250,00Per 2033fixed-to-floatingrate note100.000%0.400%Total for 2033fixed-to-floatingrate notes$1,750,000,000$7,000,000$1,743,000,00 (1)Plus accrued interest, if any, from July 25, 2025 to the date of delivery. (2)Before offering expenses.Delivery of the notes will be made on or about July 25, 2025.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. RBCCapitalMarketsBarclaysCo-Managers LloydsSecuritiesSOCIETEGENERALESMBCNikkoJuniorCo-Managers R. Seelaus& Co., LLC We have made various statements in this prospectus supplement and the accompanying prospectus that may constitute “forward-lookingstatements” within the meaning of the Private Securities Litigation Ref