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American Airlines (AAL) CEO awarded 781,250 RSUs and withholds shares

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

American Airlines Group Inc. CEO and President Robert D. Isom Jr. reported two equity transactions. He received a grant of 781,250 restricted stock units, awarded at no cash cost, that vest over three years, with half tied to continued service and half to performance goals.

The filing also shows a tax-withholding disposition of 45,884 common shares at $14.10 per share, where shares were withheld by the issuer to cover taxes on vesting restricted stock units, not an open-market sale. After these transactions, he directly owned 3,842,708 common shares.

Positive

  • None.

Negative

  • None.

Insights

Routine CEO equity grant with tax withholding, neutral impact.

The CEO of American Airlines Group Inc. received an equity award of 781,250 restricted stock units at a stated price of $0.0000 per share. This is framed as a mix of time-based vesting and performance-based vesting over a three-year period.

Half of the award vests on continued service at each anniversary date, and half depends on meeting specified performance goals through the third anniversary. The filing notes performance outcomes can range from 0% to 200% of the performance-based units, with the table assuming 100% vesting for that portion.

There was also a tax-related disposition of 45,884 common shares at $14.10 per share, where the issuer withheld shares to cover withholding taxes on vesting units. This does not represent an open-market sale. These actions appear as standard executive compensation mechanics rather than a thesis-changing event.

Insider Isom Robert D Jr
Role CEO and President
Type Security Shares Price Value
Tax Withholding Common Stock 45,884 $14.10 $647K
Grant/Award Common Stock 781,250 $0.00 --
Holdings After Transaction: Common Stock — 3,842,708 shares (Direct)
Footnotes (1)
  1. Amount of securities beneficially owned reflects the forfeiture of performance-based restricted stock units previously reported in Table I 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
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*
Isom Robert D Jr
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
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 781,250(2) A $0.0000 3,888,592(1) D
Common Stock 02/18/2026 F 45,884(3) D $14.1 3,842,708 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. Amount of securities beneficially owned reflects the forfeiture of performance-based restricted stock units previously reported in Table I
2. 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.
3. Shares withheld by the issuer to cover applicable withholding taxes related to the vesting of restricted stock units
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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AAL CEO Robert D. Isom Jr. report?

He reported a grant of 781,250 restricted stock units and a tax-related disposition of 45,884 common shares at $14.10 per share. The disposition reflects shares withheld by the issuer to cover taxes on vesting restricted stock units, not an open-market trade.

What are the vesting terms of the 781,250 RSUs granted to AAL’s CEO?

The 781,250 restricted stock units vest over three years. 16.67% of the grant vests on each of the first, second, and third anniversaries for service, while 50% vests only if specified performance goals are met and service continues through the third anniversary.

How is performance measured for the AAL CEO’s performance-based RSUs?

For the performance-based portion, shares issued may range from 0% to 200% of the related units, depending on relative and absolute performance. No shares are issued if threshold performance is not achieved. The reported number assumes performance vests at 100% of target units.

Was the 45,884-share disposition by AAL’s CEO an open-market sale?

No. The filing states the 45,884 shares were withheld by the issuer to cover applicable withholding taxes related to vesting restricted stock units. This tax-withholding disposition is coded as F and does not represent an open-market sale or discretionary share sale.

How many American Airlines shares does the CEO own after these Form 4 transactions?

After the reported transactions, Robert D. Isom Jr. directly owned 3,842,708 shares of American Airlines Group Inc. common stock. This figure reflects the impact of the new restricted stock unit award and the tax-related share withholding disclosed in the Form 4.

Did the AAL Form 4 mention forfeiture of any prior performance-based RSUs?

Yes. A footnote explains that the amount of securities beneficially owned reflects forfeiture of previously reported performance-based restricted stock units. This adjustment changes reported beneficial ownership but is separate from the new 781,250-unit award and the tax-withholding share disposition.