UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

~~FORM~~ 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 12~~April 17, ~~2025~~2026

AMERICAN AIRLINES GROUP INC.

AMERICAN AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8400	75-1825172
Delaware	1-2691	13-1502798
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1 Skyview Drive, Fort Worth, Texas		76155
1 Skyview Drive, Fort Worth, Texas		76155
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(682)

~~(682)~~ 278-9000

(682)

~~N/A~~278-9000

Check the appropriate box below if the Form

~~(Former name or former address if changed since last report.)~~8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	AAL	The Nasdaq Global Select Market
Preferred Stock Purchase Rights	—	(1)

~~Indicate~~(1) byAttached ~~check~~to ~~mark whether~~ the ~~registrant~~Common ~~is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.~~Stock

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1 7.01. ~~ENTRY~~REGULATION ~~INTO~~FD ~~A MATERIAL DEFINITIVE AGREEMENT~~DISCLOSURE.

On April 17, 2026, American Airlines Group Inc. (the Company) issued a statement, which is furnished as Exhibit 99.1 to this Current Report on Form

On November 12, 2025, American Airlines, Inc. (the “Company” or “American”), Wilmington Trust Company, as trustee under certain pass through trusts newly formed by the Company (the “Trustee”) and as subordination agent, Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”) under the Escrow Agreements (as defined below), and Wilmington Trust Company, as paying agent (the “Paying Agent”) under the Escrow Agreements, entered into a Note Purchase Agreement (the “Note Purchase Agreement”). The Note Purchase Agreement, subject to certain terms and conditions, provides for the future issuance by American of equipment notes (the “Equipment Notes”) in the aggregate principal amount of $1,104,534,000 to be secured by (a) twelve newly manufactured Boeing 737 MAX 8 ~~aircraft, currently scheduled for delivery to American by the end of January 2026, (b) two newly manufactured Airbus A321~~-253 XLR aircraft, currently scheduled for delivery to American by the end of December 2025, (c) three newly manufactured Boeing 787-9 aircraft, currently scheduled for delivery to American by the end of December 2025, and (d) eight newly manufactured Embraer ERJ 175 LR aircraft, currently scheduled for delivery to American by the end of March 2026 (each such aircraft, including any aircraft substituted therefor prior to the delivery thereof in accordance with the applicable aircraft purchase agreement, a “New Aircraft” and, collectively, the “New Aircraft”; and the Owned Aircraft and New Aircraft are each referred to as an “Aircraft” and, collectively, the “Aircraft”). Pursuant to the Note Purchase Agreement, the Trustee will enter into a Participation Agreement substantially in the form of the form of Participation Agreement (“Form of Participation Agreement”) attached as an exhibit to the Note Purchase Agreement and will purchase the Equipment Notes to be issued under an Indenture and Security Agreement substantially in the form of the form of the Indenture and Security Agreement attached as an exhibit to the Note Purchase Agreement (each, an “Indenture” and collectively, the “Indentures”) to be entered into by American and Wilmington Trust Company, as loan trustee (the “Loan Trustee”), with respect to each Aircraft. K

and incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form

Each Indenture contemplates the issuance of Equipment Notes in two series: Series A, bearing interest at the rate of 4.900% per annum (the “Series A Equipment Notes”) and Series B, bearing interest at 5.650% per annum (the “Series B Equipment Notes”) in the aggregate principal amount (once all the Equipment Notes have been issued) equal to $883,625,000, in the case of Series A Equipment Notes, and $220,909,000, in the case of Series B Equipment Notes. The Equipment Notes will be purchased by the Trustee, using the proceeds from the sale of American Airlines, Inc. Class A Pass Through Certificates, Series 20258-~~1 (the “Class A Certificates”) and American Airlines~~K, Inc. Class B Pass Through Certificates, Series 2025-1 (the “Class B Certificates,” and together with the Class A Certificates, the “Certificates”, and each series of the Certificates, a “Class”).

including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

~~Pending~~Forward-Looking ~~the~~Statements purchase of the Equipment Notes, the proceeds from the sale of the Certificates of each Class were placed in escrow by the Trustee pursuant to separate Escrow and Paying Agent Agreements, each dated as of November 12, 2025, among the Escrow Agent, the Paying Agent, J.P. Morgan Securities LLC (“J.P. Morgan”) and Deutsche Bank Securities, Inc. (“Deutsche”), as representatives of the Underwriters (as defined below), and the Trustee (each, an “Escrow Agreement” and, collectively, the “Escrow Agreements”). The escrowed funds were deposited with Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as depositary (the “Depositary”) under a separate deposit agreement for each Class of Certificates, each dated as of November 12, 2025, between the Escrow Agent and the Depositary. Natixis, New York Branch, as liquidity provider, will provide a separate liquidity facility for each of the Class A Certificates and the Class B Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class.

This Current Report on Form

The interest on the issued and outstanding Equipment Notes and the escrowed funds, as the case may be, will be payable semiannually on May 11 and November 11 of each year, commencing on May 11, 2026. The principal payments on the issued and outstanding Equipment Notes are scheduled for payment in specified amounts on May 11 and November 11 of each year commencing on May 11, 2026. Final payments with respect to the Series A Equipment Notes will be due on May 11, 2038 and, with respect to the Series B Equipment Notes, will be due on November 11, 2034. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by American (in some cases after notice or the expiration of a grace period, or both) to 8-K

and related statement, contain forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. Such factors include but are not limited to those described in the Company’s latest annual report on Form

make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving American. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and cross10-~~collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement.~~ K

for the year ended December 31, 2025 (especially in Part I, Item 1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations) and other risks and uncertainties listed from time to time in the Company’s other filings with the Securities and Exchange Commission. Additionally, there may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended (the “Securities Act”), under American’s shelf registration statement on Form S-3 (File No. 333-269990-01), (the “Registration Statement”). The Class A Certificates were sold pursuant to the Underwriting Agreement, dated as of October 28, 2025, among J.P. Morgan and Deutsche, as representatives of the underwriters named therein (the “Underwriters”), American and the Depositary. The Class B Certificates were sold pursuant to the Underwriting Agreement, dated as of October 28, 2025, among J.P. Morgan and Deutsche, as representatives of the Underwriters, American and the Depositary. The foregoing description of the Note Purchase Agreement and the other agreements and instruments is qualified in its entirety by reference to such agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. For a more detailed description of such agreements and instruments entered into by American with respect to the Certificates, see the disclosure under the captions “Description of the Certificates,” “Description of the Deposit Agreement,” “Description of the Escrow Agreement,” “Description of the Intercreditor Agreement,” “Description of the Equipment Notes” and “Underwriting” contained in American’s final Class A Prospectus Supplement, dated as of October 28, 2025, to the Prospectus, dated as of Febraury 24, 2023, filed with the Securities and Exchange Commission on October 30, 2025 pursuant to Rule 424(b) under the Securities Act (the “Class A Prospectus”), and American’s final Class B Prospectus Supplement, dated as of October 28, 2025, to the Prospectus, dated as of February 24, 2023, filed with the Securities and Exchange Commission on October 30, 2025 pursuant to Rule 424(b) under the Securities Act (the “Class B Prospectus”), as well as the disclosure under the captions “Description of the Liquidity Facility for the Class A Trust” in the Class A prospectus and “Description of the Liquidity Facilities” in the Class B Prospectus, which disclosure is hereby incorporated herein by reference and is qualified in its entirety by reference to the relevant exhibit filed herewith.

This Current Report is also being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement.

ITEM 2.03. CREATION OF DIRECT FINANCIAL OBLIGATION.

The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit		Description
Exhibit No.		Description
1.1		Underwriting Agreement, dated as of October 28, 2025, among J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc., as the representatives of the underwriters named therein, Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as the depositary, and American Airlines, Inc. (incorporated by reference to Exhibit 1.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on October 29, 2025).
99.1		Statement, dated April 17, 2026.
1.2		Underwriting Agreement, dated as of October 28, 2025, among J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc., as the representatives of the underwriters named therein, Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as the depositary, and American Airlines, Inc. (incorporated by reference to Exhibit 1.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on October 29, 2025).
104.1		Cover page interactive data file (embedded within the Inline XBRL document).

4.1		Pass Through Trust Agreement, dated as of September 16, 2014, between American Airlines, Inc. and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on September 17, 2014 (Commission File No. 001-02691)).
4.2		Trust Supplement No. 2025-1A, dated as of November 12, 2025 between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014.
4.3		Trust Supplement No. 2025-1B, dated as of November 12, 2025, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014.
4.4		Intercreditor Agreement (2025-1), dated as of November 12, 2025, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust 2025-1A and as Trustee of the American Airlines Pass Through Trust 2025-1B, Natixis, New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent.
4.5		Deposit Agreement (Class A), dated as of November 12, 2025, between Wilmington Trust, National Association, as Escrow Agent, and Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as Depositary.
4.6		Deposit Agreement (Class B), dated as of November 12, 2025, between Wilmington Trust, National Association, as Escrow Agent, and Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as Depositary.
4.7		Escrow and Paying Agent Agreement (Class A), dated as of November 12, 2025, among Wilmington Trust, National Association, as Escrow Agent, J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc., for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2025-1A, and Wilmington Trust Company, as Paying Agent.
4.8		Escrow and Paying Agent Agreement (Class B), dated as of November 12, 2025, among Wilmington Trust, National Association, as Escrow Agent, J.P. Morgan Securities LLC and Deutsche Bank Securities, Inc., for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2025-1B, and Wilmington Trust Company, as Paying Agent.
4.9		Note Purchase Agreement, dated as of November 12, 2025, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent.
4.10		Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (included in Exhibit B to Exhibit 4.9)
4.11		Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (included in Exhibit C to Exhibit 4.9).
4.12		Form of Pass Through Trust Certificate, Series 2025-1A (included in Exhibit A to Exhibit 4.2).
4.13		Form of Pass Through Trust Certificate, Series 2025-1B (included in Exhibit A to Exhibit 4.3).

4.14		Revolving Credit Agreement (2025-1A), dated as of November 12, 2025, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2025-1A, as Borrower, and Natixis, New York Branch, as Liquidity Provider.
4.15		Revolving Credit Agreement (2025-1B), dated as of November 12, 2025, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2025-1B, as Borrower, and Natixis, New York Branch, as Liquidity Provider.
5.1		Opinion of Latham & Watkins LLP, special counsel to American Airlines, Inc.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~AMERICAN AIRLINES, INC.~~	AMERICAN AIRLINES, INC.
Date: November 12, 2025	By:	/s/ Devon E. May
Date: April 17, 2026		By:	/s/ Anthony J. Richmond
		Devon E. May
			Antony J. Richmond
		Executive Vice President and Chief Financial Officer
			Executive Vice President,Corporate Affairs and Chief Legal Officer

A
MERICAN
A
IRLINES
G
ROUP
I
NC
.

Date: April 17, 2026

/s/ Anthony J. Richmond

Anthony J. Richmond

Executive Vice President,
Corporate Affairs and Chief Legal Officer

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