American Airlines (NASDAQ: AAL) vice chair gets RSU grant, disposes shares for taxes

Rhea-AI Filing Summary

American Airlines Group Inc. Vice Chair Stephen L. Johnson reported two stock transactions. He received a grant of 442,708 shares of common stock as a restricted stock unit award that may vest over three years based on service and performance targets. He also disposed of 24,449 shares at $14.10 per share, with the shares withheld by the issuer to cover taxes on vesting. After these movements, he directly held 2,105,435 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Johnson Stephen L

Role Vice Chair

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	24,449	$14.10	$345K
Grant/Award	Common Stock	442,708	$0.00	--

Holdings After Transaction: Common Stock — 2,105,435 shares (Direct)

Footnotes (1)

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. Shares withheld by the issuer to cover applicable withholding taxes related to the vesting of restricted stock units Amount of securities beneficially owned reflects the forfeiture of performance-based restricted stock units previously reported in Table I

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
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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^*

Johnson Stephen L

(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)
	Vice Chair

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		442,708(1)	A	$0.0000	2,129,884(3)	D
Common Stock	02/18/2026		F		24,449(2)	D	$14.1	2,105,435	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.

2. Shares withheld by the issuer to cover applicable withholding taxes related to the vesting of restricted stock units

3. Amount of securities beneficially owned reflects the forfeiture of performance-based restricted stock units previously reported in Table I

	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 insider transactions did AAL executive Stephen L. Johnson report on this Form 4?

Stephen L. Johnson reported receiving a grant of 442,708 American Airlines Group common shares through a restricted stock unit award and a tax-withholding disposition of 24,449 shares. Both transactions involved common stock directly owned following the reported activity.

How many AAL shares did Stephen L. Johnson acquire in the latest Form 4 filing?

He acquired 442,708 American Airlines Group common shares through a restricted stock unit grant. The award includes time-based and performance-based vesting conditions over three years, with actual shares issued depending on service and achievement of specified performance goals.

Why did Stephen L. Johnson dispose of AAL shares in this Form 4?

The 24,449 American Airlines Group shares were withheld by the issuer to cover applicable withholding taxes related to the vesting of restricted stock units. This tax-withholding disposition is reported with a transaction price of $14.10 per share for disclosure purposes.

What are the vesting terms of Stephen L. Johnson’s new AAL restricted stock unit award?

The restricted stock unit award vests over three years, with 16.67 percent vesting at each of the first three anniversaries for service, and 50 percent tied to performance goals. Performance-based shares can range from 0–200 percent, with the table assuming 100 percent vesting.

How many AAL shares does Stephen L. Johnson own after the reported transactions?

After the tax-withholding disposition, Stephen L. Johnson beneficially owns 2,105,435 American Airlines Group common shares directly. This figure reflects current holdings, including adjustments for restricted stock unit vesting and forfeiture referenced in the filing footnotes.

How does performance affect the number of AAL shares issued under Johnson’s RSU award?

For the performance-based portion of the restricted stock unit award, shares issued can range from zero to 200 percent of the granted units. Issuance depends on relative and absolute performance, and no shares are issued if threshold performance levels are not met.