美国运通美股招股说明书(2026-04-28版)

We will pay interest on the notes (i)from, and including, May4, 2026, to, but excluding, May3, 2029 at a rate per annumequal to 4.444%, payable semi-annually in arrears on May3 and November3 of each year, beginning November3, 2026 (shortfirst interest period) and ending on May3, 2029, and (ii)from, and including May3, 2029, to, but excluding, the maturity dateat a rate per annum equal to Compounded SOFR (as defined in the accompanying prospectus) plus 0.811%, payable quarterly inarrears on February3, May3, August3 and November3, beginning August3, 2029 and ending on the maturity date. The noteswill mature on May3, 2030. We may redeem the notes (i)in whole or in part on or after November4, 2026 and prior to May3, 2029, (ii)in whole butnot in part on May3, 2029 or (iii)in whole or in part during the 31-day period prior to the maturity date, 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. 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, and transfers of such interests will be madeonly 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 islawful to make such offers. Investing in the 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, 2025and ourQuarterlyReport on Form 10-Q for the quarter ended March31, 2026, which are incorporated herein by 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. (1)Plus accrued interest, if any, from May4, 2026 to the date of delivery. (2)Before offering expenses. Delivery of the notes will be made on or about May4, 2026. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Joint Book-Running Managers CastleOak Securities, L.P. Drexel Hamilton TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-1Cautionary Statement Regarding Forward-Looking InformationS-2Use of ProceedsS-3Description of NotesS-4Certain U.S. Federal Income Tax ConsequencesS-6UnderwritingS-7Where You Can Find More InformationS-10Incorporation of Certain Documents by ReferenceS-10Legal MattersS-11ExpertsS-11 Prospectus PageAbout 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 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specificterms of the notes that we are offering and other matters relating to us and our financial condition. Thesecond part is the accompanying prospectus, which gives more general information about securities we mayoffer from time to time, some of which does not apply to the notes that we are offering. The description ofthe terms of the notes contained in this prospectus supplement supplements the description under“Description of Debt Securities” in the accompanying prospectus, and to the extent it is inconsistent withthat description, the information in this prospectus supplement replaces the information in theaccompanying prospectus. Generally, when we refer to the prospectus, we are referring to both parts of thisdocument combined. If information in this prospectus supplement differs from information in theaccompanying prospectus, you should rely on the information in this prospectus supplement. Wh