May Devon E 4

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

AI-generated summary of this filing

Updated Feb 19, 2026

American Airlines (AAL) CFO Devon E. May Receives 311K RSU Award

What Happened

Devon E. May, Chief Financial Officer of American Airlines Group Inc. (AAL), received a grant of 311,082 restricted stock units (RSUs) on 2026-02-17 (reported on Form 4). The RSUs are shown with a $0.00 acquisition price because they are an award, not a cash purchase.
On 2026-02-18, 8,670 shares were withheld by the issuer to cover applicable withholding taxes related to the RSU vesting; those withheld shares were reported as disposed at $14.10 per share for a tax withholding value of $122,247.

Key Details

Transaction dates/prices:
- 2026-02-17: Award of 311,082 RSUs @ $0.00 (code A — grant/award)
- 2026-02-18: 8,670 shares withheld @ $14.10 to cover taxes (code F — tax withholding), value ~$122,247
Shares owned after transaction: The filing notes that beneficial ownership was adjusted to reflect forfeiture of previously reported performance-based RSUs (see footnote F3); the specific post-transaction total is not shown in the summary provided here.
Notable footnotes:
- F1: RSU award vests over three years: 16.67% vests each year for the first three anniversaries for the service portion; a performance-based portion (up to 200% of target) vests only if performance thresholds are met. The table assumes 100% vesting for the performance portion.
- F2: Shares were withheld by the issuer to satisfy withholding tax obligations.
- F3: Beneficial ownership figures reflect forfeiture of previously reported performance RSUs.
Timeliness: Transaction dates 2026-02-17 and 02-18 were reported on Form 4 filed 2026-02-19, which appears timely (Form 4 is generally due within two business days of the transaction).

Context

This was an equity award (RSUs), not an open-market purchase or sale. RSUs represent a promise of shares that will vest in the future according to service and performance conditions; the grant itself is not an immediate cash investment by the insider.
The withholding of shares to cover taxes is a routine administrative step (often seen as a cashless withholding) and does not necessarily indicate a change in the insider’s view of the company.

Form 4

Period: 2026-02-17

EVP Chief Financial Officer

Transactions

Award
Common Stock
[F1][F3]
2026-02-17+311,082→ 1,035,764 total
Tax Payment
Common Stock
[F2]
2026-02-18$14.10/sh−8,670$122,247→ 1,027,094 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

1 file