American Airlines (AAL) CFO granted 311,082-share equity award

Rhea-AI Filing Summary

American Airlines Group Inc. executive vice president and chief financial officer Devon E. May reported equity compensation and a related tax transaction in company stock. May received a grant of 311,082 shares in the form of restricted stock units that vest over three years, with half tied to performance goals that can result in 0% to 200% of the performance-based portion being issued; the table assumes 100% vesting for that portion. In connection with restricted stock unit vesting, 8,670 shares were withheld by the issuer at $14.10 per share to cover withholding taxes. After these transactions, May directly holds 1,027,094 shares of common stock.

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^*

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)
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		311,082(1)	A	$0.0000	1,035,764(3)	D
Common Stock	02/18/2026		F		8,670(2)	D	$14.1	1,027,094	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 American Airlines (AAL) CFO Devon E. May report?

Devon E. May reported a grant of 311,082 restricted stock units and a tax-withholding disposition of 8,670 shares of American Airlines Group common stock, reflecting routine executive equity compensation and related tax settlement.

How many American Airlines (AAL) shares were granted to the CFO in this Form 4?

The filing shows a grant of 311,082 shares in the form of restricted stock units. These units vest over three years, with a portion subject to performance goals that can range from 0% to 200% of the performance-based amount.

How many American Airlines (AAL) shares were used to cover taxes for the CFO?

The Form 4 reports that 8,670 shares of American Airlines Group common stock were withheld by the issuer at $14.10 per share to cover applicable withholding taxes related to the vesting of restricted stock units.

How many American Airlines (AAL) shares does CFO Devon E. May own after these transactions?

After the reported grant and tax-withholding disposition, Devon E. May directly owns 1,027,094 shares of American Airlines Group common stock, according to the share balance disclosed following the latest transaction in the Form 4.

How do the performance-based restricted stock units for American Airlines (AAL) CFO work?

The restricted stock unit award vests over three years. 50% depends on performance goals, with potential issuance between 0% and 200% of that portion. No shares are issued for this part if threshold performance is not achieved.