美国运通美股招股说明书(2026-06-11版)

We are offering €750,000,000 principal amount of our 3.835% fixed-to-floating rate notes due June 16, 2034, or the notes. We will pay interest on the notes (i)from, and including, June 17, 2026, to, but excluding, June 16, 2033 at a rate perannum equal to 3.835%, payable annually in arrears on June 16 of each year, beginning June 16, 2027 (short first interestperiod) and ending on June 16, 2033, and (ii)from, and including, June 16, 2033 to, but excluding, the maturity date at a rate perannum equal to three-month EURIBOR (as defined on pageS-16of this prospectus supplement) plus 0.906%, payable quarterlyin arrears on March 16, June 16, September16 and December 16, beginning September 16, 2033 and ending on the maturitydate. The notes will mature on June16, 2034. We may redeem the notes (i)in whole or in part on or after December 17, 2026 and prior to June 16, 2033, (ii)in whole butnot in part on June 16, 2033, (iii)in whole or in part during the three-month period prior to the maturity date or (iv)in whole butnot in part upon the occurrence of a Tax Event (as defined on pageS-20of this prospectus supplement), in each case at theapplicable redemption price described under “Description of Notes” below. The notes will be our senior unsecured obligationsand will rank prior to all of our present and future subordinated indebtedness and on an equal basis with all of our other presentand future senior unsecured indebtedness. Currently there is no public market for the notes. We intend to apply to list the notes on the New York Stock Exchange(“NYSE”). The listing application will be subject to approval by the NYSE. We expect trading in the notes on the NYSE tobegin within 30days after the original issue date. If such a listing is obtained, we have no obligation to maintain such listing andwe may delist the notes at any time. We will only issue the notes in book-entry form through a common depositary of Clearstream Banking S.A. (“Clearstream”)and Euroclear Bank SA/NV, as operator of the Euroclear system (“Euroclear” and, together with Clearstream, the “clearingsystems”). 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 islawful to make such offers. Investing in the notes involves risks. You should carefully consider the information under “Risk Factors” beginning on pageS-8of this prospectus supplement and on page3of the accompanying prospectus, and in ourAnnual Report on Form10-K for the yearended December31, 2025and ourQuarterly Report on Form 10-Q for the quarter ended March31, 2026, each incorporated hereinby reference. The notes are not deposits or savings accounts. The notes are not insured or guaranteed by the Federal Deposit InsuranceCorporation (“FDIC”) or by any other governmental agency or instrumentality. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Morgan Stanley Deutsche Bank TABLE OF CONTENTS Prospectus Supplement PageStabilizationS-1Notice to Prospective Investors in the European Economic AreaS-1Notice to Prospective Investors in the United KingdomS-2About This Prospectus SupplementS-3SummaryS-4Risk FactorsS-8Cautionary Statement Regarding Forward-Looking InformationS-13Use of ProceedsS-14Description of NotesS-15Material U.S. Federal Income Tax ConsequencesS-27UnderwritingS-30Where You Can Find More InformationS-33Incorporation of Certain Documents by ReferenceS-33Legal MattersS-34ExpertsS-34ProspectusAbout 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 Guarantees49ERISA Considerations50Material U.S. Federal Income Tax Consequences of Debt Securities52Plan of Distribution57Legal Matters64Experts64 STABILIZATION IN CONNECTION WITH THE OFFERING OF THE NOTES, MORGAN STANLEY & CO.INTERNATIONAL PLC (THE “STABILIZING MANAGER”) (OR PERSONS ACTING ON ITS BEHALF)MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THEMARKET PRICE OF THE NOTES DURING THE STABILIZATION PERIOD AT LEVELS WHICHMIGHT NOT OTHERWISE PREVAIL. HOWEVER, STABILIZATION ACTION MAY NOTNECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ONWHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES ISMADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER