American Airlines EVP Receives Performance-Based 151,860 RSU Award (AAL)

Rhea-AI Filing Summary

American Airlines Group Inc. insider Seymour David, EVP Chief Operating Officer, reported acquisition of 151,860 restricted stock units (RSUs) on 08/18/2025 under a grant that vests on the second anniversary if specified two-year performance goals are met and service continues. The filing shows 1,042,283 shares beneficially owned after the grant. The RSUs carry no purchase price and may pay out between 50% and 200% of the award depending on performance; if threshold performance is unmet, no shares will be issued. The report was signed by Michelle Earley by power of attorney on 08/20/2025.

Positive

• Performance-based structure aligns executive pay with multi-year company targets
• Vesting requires continued service, supporting retention
• Clear payout range (50%–200%) provides upside for strong performance

Negative

• Payout uncertainty (could be 0% if threshold not met) creates compensation volatility
• Potential dilution from up to 200% payout until final results are determined

Insights

Corporate Governance Expert

TL;DR: Executive received performance-based RSUs that align compensation with multi-year targets; final payout depends on performance and service.

The grant of 151,860 RSUs is structured as a performance-restricted award with payout range of 50%–200% and a two-year vesting/service condition. This links executive compensation to multi-year operational or financial targets, potentially aligning incentives with shareholder outcomes. The zero price indicates typical equity compensation rather than a purchase. The potential variability in shares introduces dilution uncertainty until performance outcomes are known.

Compensation Analyst

TL;DR: Material-sized award for an EVP that can materially change realized equity depending on performance multiplier.

The assumption that the award vests at 100% yields 151,860 shares added to the executive's 1,042,283 holdings, implying the grant represents ~14.6% of the post-grant beneficial holding shown. The 50%–200% payout range creates upside retention value if targets are exceeded, and zero payout risk if threshold is unmet, which is standard for performance-based equity awards.

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

OMB APPROVAL

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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^*

Seymour David

(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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		A		151,860(1)	A	$0.0000	1,042,283	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. Represents a grant of Restricted Stock Units that vest on the second anniversary of the grant date in the event certain two-year performance goals are achieved and there is continuous service through the second anniversary of the grant date. The number of shares to be issued may vary between fifty percent and two hundred percent of the number of Restricted Stock Units depending on performance, and no such shares will be issued if threshold performance is not achieved. The number of shares shown in the table assumes the Restricted Stock Unit award vests at one hundred percent.

	Michelle Earley, with Power of Attorney	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Seymour David report on Form 4 for AAL?

He reported a grant of 151,860 restricted stock units on 08/18/2025 that vest after two years if performance and service conditions are met.

How many AAL shares does Seymour David beneficially own after the grant?

The filing states 1,042,283 shares beneficially owned following the reported transaction.

What are the performance and payout terms of the RSU grant?

The RSUs vest on the second anniversary if certain two-year performance goals are achieved and continuous service is maintained; payout may range from 50% to 200%, with 0% if threshold is not met.

Was there any purchase price for the awarded RSUs?

No. The reported price is $0.0000, indicating the award is a grant rather than a purchase.

Who signed the Form 4 and when?

The form was signed by Michelle Earley with power of attorney on 08/20/2025.