美国运通美股招股说明书(2026-02-04版)

We are offering $500,000,000 principal amount of our 5.412% fixed-to-fixed rate subordinated notes due February8, 2041, thesubordinated notes or the notes. We will pay interest on the subordinated notes (i)from, and including, February10, 2026, to, but excluding, February8, 2036 at a rateper annum equal to 5.412%, payable semi-annually in arrears on February8 and August8 of each year, beginning August8, 2026 (short firstinterest period) and ending on February8, 2036, and (ii)from, and including, February8, 2036, to, but excluding, the maturity date at a rateper annum equal to the Reset Reference Rate determined as of the Reset Determination Date (as such terms are defined in the accompanyingprospectus) plus 1.150%, payable semi-annually in arrears on February8 and August8 of each year, beginning August8, 2036 and ending onthe maturity date. The subordinated notes will mature on February8, 2041. We may redeem the subordinated notes (i)in whole or in part on or after February12, 2031 (or if additional subordinated notes are issuedafter February10, 2026, on or after the date that is fiveyears and two business days after the issue date of such additional subordinated notes)and prior to November8, 2035, (ii)in whole but not in part during the three-month period prior to, and including, February8, 2036 (the tenthanniversary of the date of issuance), (iii)in whole or in part during the three-month period prior to the maturity date or (iv)in whole but not inpart at any time within 90days following the occurrence of a Regulatory Capital Event (as defined under the heading “Description of DebtSecurities — Redemption and Repayment — Redemption Provisions Applicable Solely to Subordinated Debt Securities” in the accompanyingprospectus), in each case at the applicable redemption price described under “Description of Subordinated Notes” below. The subordinated notes will rank junior in right of payment to our senior indebtedness and will rank on an equal basis with all of ourother present and future subordinated indebtedness that is not specifically stated to be junior to the subordinated notes, as described in“Description of Debt Securities — Provisions Applicable Solely to Subordinated Debt Securities — Subordination” in the accompanyingprospectus. We will not list the subordinated notes on any exchange. We will only issue the subordinated 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 subordinated notes will be shown on, and transfers of such interests will be madeonly through, records maintained by DTC and its participants, including Clearstream Banking, S.A. (“Clearstream”), and Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear”). Except as described in this prospectus supplement, we will not issue subordinated notesin definitive form. The underwriters are offering the subordinated notes for sale in those jurisdictions both inside and outside the United States where it islawful to make such offers. Investing in the subordinated notes involves risks. You should carefully consider the information under “Risk Factors” beginning on page3ofthe accompanying prospectus and in ourAnnual Report on Form 10-K for the year ended December31, 2024and our Quarterly Reports onForm10-Q for the quarters endedMarch31, 2025,June30, 2025andSeptember30, 2025which are incorporated herein by reference. The subordinated notes are not deposits or savings accounts. The subordinated notes are not insured or guaranteed by the Federal DepositInsurance Corporation (“FDIC”) or by any other governmental agency or instrumentality. (1)Plus accrued interest, if any, from February10, 2026 to the date of delivery. Delivery of the subordinated notes will be made on or about February10, 2026. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-1Cautionary Statement Regarding Forward-Looking InformationS-2Use Of ProceedsS-3Recent DevelopmentsS-4Description of Subordinated NotesS-5Certain U.S. Federal Income Tax ConsequencesS-8UnderwritingS-9Where You Can Find More InformationS-12Incorporation of Certain Documents by ReferenceS-12Legal MattersS-13ExpertsS-13ProspectusAbout This ProspectusiiWhere You Can Find More InformationiiIncorporation of Certain Documents by ReferenceiiForward-Looking StatementsivThe Company1Summary of the Securities We May Offer1Risk Factors3Use of Proceeds12Description of Debt Securities13Description of Preferred Shares40Description of Depositary Shares42Description of Common Shares43Description of Securities Warrants45Description of Other Warrants47Description of Units48Description of Guarant