American Airlines (AAL) Files Form 4: 151,860 Performance RSUs to CFO

Rhea-AI Filing Summary

American Airlines Group executive Devon E. May, listed as EVP Chief Financial Officer, was granted 151,860 restricted stock units (RSUs) on 08/18/2025. The award carries a $0.00 purchase price and is subject to a two-year service and performance vesting condition that could deliver between 50% and 200% of the target shares depending on achieved performance; the table assumes 100% vesting. The report shows 837,079 shares beneficially owned by the reporting person after the grant. The filing includes a power-of-attorney signature on behalf of the reporting person.

Positive

• 151,860 RSUs granted to the EVP Chief Financial Officer, indicating targeted executive incentive alignment
• Award is performance-contingent with potential payout between 50% and 200%, tying compensation to results
• No cash paid for the award ($0.00 price), consistent with equity-settled compensation reporting
• Disclosure reports 837,079 shares beneficially owned following the award

Negative

• Vesting is conditional; no shares will be issued if threshold performance is not achieved
• Payout range up to 200% could increase share count if maximum performance is met (potential dilution)

Insights

Financial Analyst

TL;DR: A standard, performance-contingent executive RSU grant that increases potential equity compensation but is not guaranteed.

The 151,860 RSU award to the CFO is consistent with incentive-based compensation structures tying pay to multi-year targets. The award's payout range (50%–200%) aligns executive incentives with company performance, while the assumption of 100% vesting in the disclosure provides a clear reference point for potential dilution and outstanding ownership totals. There is no cash purchase price, indicating equity-settled compensation.

Corporate Governance Expert

TL;DR: Governance practice shows performance-based vesting and use of RSUs; disclosure is routine and compliant in form.

The grant's two-year performance and service vesting conditions demonstrate a short- to medium-term incentive design. The explicit statement that no shares will issue if threshold performance is unmet underscores alignment with shareholder interests. The filing properly reports post-transaction beneficial ownership and indicates use of a power of attorney for signature execution.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider May Devon E

Role EVP Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	151,860	$0.00	--

Holdings After Transaction: Common Stock — 837,079 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

May Devon E

(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 Financial 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	837,079	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the AAL Form 4 report for the CFO?

The Form 4 reports a grant of 151,860 restricted stock units (RSUs) to Devon E. May, EVP Chief Financial Officer, dated 08/18/2025.

How many shares does the reporting person own after the transaction?

The report shows 837,079 shares beneficially owned following the reported transaction.

What are the vesting conditions for the RSU award in the AAL filing?

The RSUs vest on the second anniversary of the grant if certain two-year performance goals are met and continuous service is maintained.

Could the RSU award result in no shares being issued?

Yes. The disclosure states no shares will be issued if threshold performance is not achieved.

What is the assumed payout used in the disclosure for the RSU award?

The number of shares shown assumes 100% vesting of the Restricted Stock Unit award.