美国运通美股招股说明书(2026-08-06版)

We are offering 1,600,000 depositary shares, each representing a 1/1,000th interest in a perpetual 6.450% Fixed Rate Reset NoncumulativePreferred Share, SeriesE, $1.66⁄3par value, with a liquidation preference of $1,000,000 per share (equivalent to $1,000 liquidation preference perdepositary share) (the “Preferred Shares”). Each depositary share, evidenced by a depositary receipt, entitles the holder, through the depositary, to aproportional fractional interest in all rights and preferences of the Preferred Shares (including dividend, voting, redemption and liquidation rights).2 We will pay cash dividends on the Preferred Shares, only when, as and if declared by our board of directors, or a duly authorized committee of theboard, out of funds legally available for such payments, quarterly in arrears, on the 15th of March, June, September and December of each year (each, a“dividend payment date”), beginning on September15, 2026 (short first dividend period) (i)from the date of issuance of the Preferred Shares to, butexcluding, September15,2031, at an annual rate of 6.450% on the liquidation preference amount of $1,000,000 per Preferred Share (equivalent to$64.50 per depositary share per year), and (ii)from, and including, September15, 2031, for each reset period, at an annual rate equal to the five-yeartreasury rate as of the most recent reset dividend determination date (as described in “Description of the Preferred Shares — Dividends” below) plus2.119% on the liquidation preference amount of $1,000,000 per Preferred Share. Upon the payment of any dividends on the Preferred Shares, holders ofdepositary shares will be entitled to receive a related proportionate payment. Dividends on the Preferred Shares will not be cumulative and will not be mandatory. If a dividend is not declared on the Preferred Shares for anydividend period prior to the related dividend payment date, then no dividend will accrue or accumulate for such dividend period, and we will have noobligation to pay a dividend for that dividend period on the related dividend payment date or at any future time, whether or not dividends on thePreferred Shares or any other series of preferred shares or common shares are declared for any future dividend period. We may redeem the Preferred Shares (i)in whole or in part, from time to time, in each case on any dividend payment date on or afterSeptember15, 2031, or (ii)in whole but not in part at any time within 90days following a Regulatory Capital Event (as defined under “Description ofthe Preferred Shares — Optional Redemption”), in the case of each clause (i)and (ii)at a cash redemption price equal to $1,000,000 per Preferred Share(equivalent to $1,000 per depositary share) plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding,the redemption date. If we redeem the Preferred Shares, the depositary will redeem a proportionate number of depositary shares. Under current rules andregulations, we would need prior regulatory approval to redeem the Preferred Shares. The Preferred Shares will not have voting rights, except in the limited circumstances described under “Description of the Preferred Shares —Voting Rights” and as specifically required by the laws of the State of New York. We will only issue the depositary shares in book-entry form registered in the name of a nominee of The Depository Trust Company (“DTC”), NewYork, New York. Beneficial interests in the depositary shares will be shown on, and transfers of such interests will be made only through, recordsmaintained by DTC and its participants, including Clearstream Banking S.A. (“Clearstream”), and Euroclear Bank SA/ NV, as operator of the Euroclearsystem (“Euroclear” and, together with Clearstream, the “clearing systems”). Except as described in this prospectus supplement, we will not issuedepositary shares in definitive form. The underwriters are offering the depositary shares for sale in those jurisdictions both inside and outside the United States where it is lawful to Investing in the depositary shares involves risks. You should carefully consider the information under “Risk Factors” beginning on pageS-6of thisprospectus supplement and on page3of the accompanying prospectus, and in ourAnnual Report on Form 10-K for the year ended December31, 2025andour Quarterly Reports on Form 10-Q for the quarters endedMarch31, 2026andJune30, 2026, each incorporated herein by reference. Neither the depositary shares nor the Preferred Shares are deposits or savings accounts. These securities are not insured or guaranteed by theFederal Deposit Insurance Corporation or by any other governmental agency or instrumentality. (1)Plus accrued dividends, if any, from August12, 2026 to the date of delivery. (2)Before offering expenses. Delivery of the depositary shares will be made on or about August12, 2026. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has ap