American Airlines Group Inc.·4

Feb 19, 6:31 PM ET

Johnson Stephen L 4

4 · American Airlines Group Inc. · Filed Feb 19, 2026

Research Summary

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American Airlines (AAL) Vice Chair Stephen L. Johnson Receives RSU Award

What Happened Stephen L. Johnson, Vice Chair of American Airlines Group Inc. (AAL), was granted 442,708 restricted stock units (RSUs) on 2026-02-17 (reported on Form 4). The next day, 24,449 shares were withheld by the issuer to cover applicable withholding taxes, a disposition coded as F, at an imputed price of $14.10 per share for a tax-withholding value of $344,731.

Key Details

  • Transaction types: A (award/grant) of 442,708 RSUs on 2026-02-17; F (shares withheld for taxes) of 24,449 shares on 2026-02-18.
  • Withheld shares value: 24,449 × $14.10 = $344,731 (reported as disposal for tax withholding).
  • Shares owned after transaction: Not specified in the filing summary provided.
  • Vesting & performance: Award vests over three years — 16.67% each year for service, plus up to 50% based on performance at the 3-year mark. Performance-based payout can range 0–200%; the reported grant assumes the performance portion vests at 100% (see footnote F1).
  • Tax withholding: Shares were withheld by the issuer to satisfy tax obligations (footnote F2) — a routine, non-market sale to cover taxes.
  • Filing timeliness: Report was filed on 2026-02-19 for transactions on 2026-02-17 and 02-18 (timely under Form 4 rules).
  • Additional note: The filing indicates adjustments reflecting forfeiture of previously reported performance-based RSUs (footnote F3).

Context This was a compensation award (RSUs), not an open-market purchase or voluntary sale. RSUs are typically a retention/compensation tool and vest over time (and here partially on performance), so they do not necessarily signal immediate insider buying or selling intent. The single “disposal” here is a routine withholding of shares to cover tax obligations at vesting.

Insider Transaction Report

Form 4
Period: 2026-02-17
Transactions
  • Award

    Common Stock

    [F1][F3]
    2026-02-17+442,7082,129,884 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-18$14.10/sh24,449$344,7312,105,435 total
Footnotes (3)
  • [F1]Restricted Stock Unit award that vests over three years, with 16.67 percent of the grant vesting based on continued service through the first, second, and third anniversaries of the grant date, and 50 percent of the grant vesting in the event certain performance goals are achieved and there is continuous service through the third anniversary of the grant date. For the portion of the Restricted Stock Unit award that vests based on performance, the number of shares to be issued may vary between zero percent and two hundred percent of the number of Restricted Stock Units depending on relative and absolute performance, and no such shares will be issued if threshold performance is not achieved. The number of shares shown in the table assumes the performance-based portion of the Restricted Stock Unit award vests at one hundred percent.
  • [F2]Shares withheld by the issuer to cover applicable withholding taxes related to the vesting of restricted stock units
  • [F3]Amount of securities beneficially owned reflects the forfeiture of performance-based restricted stock units previously reported in Table I
Signature
Michelle A. Earley, with Power of Attorney|2026-02-19

Documents

1 file
  • 4
    f4_a1eus00000831udmaq-live.xmlPrimary

    PRIMARY DOCUMENT