American Airlines Group Inc. (AAL) awards RSU grant to EVP Pieper

Rhea-AI Filing Summary

Pieper Nathaniel reported acquisition or exercise transactions in this Form 4 filing.

American Airlines Group Inc. granted EVP and Chief Commercial Officer Nathaniel Pieper an award of 216,722 shares of common stock in the form of Restricted Stock Units at a price of $0.00 per share, increasing his directly owned shares to 239,210.

The award vests over three years. For time-based units, 16.67% vests on each of the first, second, and third anniversaries of the grant date if he remains in service. The remaining 50% vests only if specific performance goals are met with continuous service through the third anniversary.

For the performance-based portion, the actual shares issued can range from 0% to 200% of the related units, depending on relative and absolute performance, with no shares issued if threshold performance is not achieved. The reported share count assumes 100% vesting of the performance-based component.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pieper Nathaniel

(Last) (First) (Middle)

C/O AMERICAN AIRLINES GROUP INC.

1 SKYVIEW DRIVE

(Street)

FORT WORTH TX 76155

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Airlines Group Inc. [ AAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
common stock	02/17/2026		A		216,722(1)	A	$0.0000	239,210	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

	Michelle A. Earley, with Power of Attorney	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did American Airlines (AAL) EVP Nathaniel Pieper receive in this Form 4?

Nathaniel Pieper received a grant of 216,722 Restricted Stock Units of American Airlines common stock at a price of $0.00 per share. After this award, his directly owned common stock holdings increased to 239,210 shares, subject to multi-year time-based and performance-based vesting conditions.

How do the Restricted Stock Units granted to AAL’s Nathaniel Pieper vest?

The RSU award vests over three years, with 16.67% of the grant vesting on each of the first, second, and third anniversaries of the grant date, contingent on continued service. The remaining 50% vests only if specified performance goals are met and service continues through the third anniversary.

What portion of Nathaniel Pieper’s AAL RSU grant is performance-based?

Half of the Restricted Stock Unit grant, or 50%, vests only if certain performance goals are achieved and there is continuous service through the third anniversary of the grant date. This means a significant part of the award depends on American Airlines meeting defined performance targets.

Can the number of AAL shares issued from Pieper’s RSUs change based on performance?

Yes. For the performance-based portion of the RSU award, the number of shares ultimately issued can range from 0% to 200% of the related units, depending on relative and absolute performance. No shares will be issued if threshold performance is not achieved, despite the initial grant.

What does the 100% assumption in the AAL RSU disclosure mean?

The disclosed 216,722 shares assume that the performance-based portion of the Restricted Stock Unit award vests at 100%. Actual shares issued could be lower or higher, from 0% to 200% of the performance-based units, depending on how American Airlines performs against the specified goals.

How did this RSU grant affect Nathaniel Pieper’s AAL share ownership?

Following the grant, Nathaniel Pieper’s total directly owned American Airlines common shares increased to 239,210. This total reflects the inclusion of the newly awarded Restricted Stock Units, which remain subject to time-based and performance-based vesting conditions outlined in the award’s terms.