DEF 14A of American Airlines Group Inc., Apr 28, 2026

DEF 14A of American Airlines Group Inc.

Filed Apr 28, 2026 · FY20250001193125-26-187096

Open on EDGAR

  1. 2026 Director Nominees (Proposal 1)

    2026 Director Nominees (Proposal 1) Our director nominees have demonstrated their commitment to diligently execute their fiduciary duties on behalf of our stockholders, and we recommend that our stockholders elect each of the nominees shown in the chart below at the Annual Meeting.

  2. 2026 Director Nominees (Proposal 1)

    | | Name | Age | Director Since | Principal Occupation | Independent | AC | CC | CGPRC | FC | SC | | | Adriane M. Brown | 67 | 2021 | Managing Partner at Flying Fish Partners; former President and Chief Operating Officer at Intellectual Ventures; former President and Chief Executive Officer of Honeywell Transportation Systems | ✓ | | | M | | C | | | John T. Cahill | 68 | 2013 | Chairman of The Kraft Heinz Company; former Chairman and Chief Executive Officer of Kraft Foods Group; former Chief Executive Officer of The Pepsi Bottling Group | ✓ | M | | | M | | | | Mary N. Dillon | 65 | 2026 | Former President and Chief Executive Officer of Footlocker, Inc.; former Chief Executive Officer of Ulta Beauty, Inc. | ✓ | | M | M | | | | | Kathryn M. Farmer | 56 | 2025 | President and Chief Executive Officer of BNSF Railway | ✓ | | | | M | M | | | Matthew J. Hart | 74 | 2013 | Former President and Chief Operating Officer of Hilton Hotels; former Chief Financial Officer of Hilton Hotels | ✓ | C | | | | M | | | Robert D. Isom CEO and President | 62 | 2022 | Chief Executive Officer and President of American Airlines Group Inc. and American Airlines, Inc. | ✖ | | | | | |

  3. Approval of the Amended and Restated 2023 Incentive Award Plan (Proposal 5)

    Approval of the Amended and Restated 2023 Incentive Award Plan (Proposal 5) On March 24, 2026, the Board adopted, subject to stockholder approval, an amendment and restatement of the American Airlines Group Inc. 2023 Incentive Award Plan (the “2023 Plan,” and as amended and restated, the “Amended 2023 Plan”). The Amended 2023 Plan (i) increases the shares reserved for issuance under the plan by 16,500,000 shares of our Common Stock; and (ii) provides that shares tendered by a participant or withheld to satisfy any tax withholding obligation with respect to awards that are not options or stock appreciation rights will be again available for future grants under the 2023 Plan. The Amended 2023 Plan retains the compensation and governance elements in the 2023 Plan to ensure the plan furthers our compensation plan objectives and supports long-term stockholder interests.

  4. Key Features of the Amended 2023 Plan

    | | The Board unanimously recommends that the stockholders vote “FOR” the approval of the Amended and Restated 2023 Incentive Award Plan. |

  5. 2026 PROXY STATEMENT | vii

    | Security Ownership Of Certain Beneficial Owners And Management | 54 | | Director Compensation | 56 | | • Director Compensation | 57 | | • Legacy Director Compensation Programs | 58 | | • Stock Ownership Guidelines | 58 | | Certain Relationships and Related Party Transactions | 59 | | • Policies and Procedures for Review and Approval of Related Person Transactions | 59 | | Report of the Audit Committee of the Board of Directors | 60 | | Compensation Discussion and Analysis | 61 | | • Overview | 61 | | • 2025 Compensation Objectives and Programs | 63 | | • Stockholder Approval of 2024 Executive Compensation and Stockholder Engagement | 65 | | • Determination of Executive Compensation | 66 | | • Executive Compensation with an Emphasis on Performance-Based Pay | 67 | | • Base Salary | 67 | | • Annual Cash Incentive Program | 68 | | • Long-Term Incentive Programs | 71 | | • 2023 Non-Recurring Compensation Elements | 73 | | • Severance Benefits and Post Termination Restrictive Covenants | 73 | | • Other Benefits and Perquisites | 75 | | • Continuing Focus on Leading Practices | 76 |

  6. Election of Directors

    Election of Directors Our Fifth Amended and Restated Bylaws (“Bylaws”) provide that the number of directors shall be determined by the Board, which has currently set the number at 13. The Board reserves the right to increase or decrease its size at any time. Ms. O’Leary, a current director, plans to retire from service on our Board at the end of her current term. Accordingly, upon the recommendation of the CGPR Committee, the Board approved a reduction in the number of directors constituting the full Board from 13 to 12, effective immediately prior to the Annual Meeting. Upon the recommendation of the CGPR Committee, the Board has nominated the 12 director candidates listed below under the section “Director Nominees.” All nominees are currently directors of the Company. If elected as a director at the Annual Meeting, each of the nominees will serve a one-year term expiring at the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified. Each of the nominees has consented to serve as a director, if elected.

  7. Election of Directors

    | | The Board unanimously recommends that the stockholders vote “FOR” the proposal to elect each director of the Company listed below under the section “Director Nominees” for a one-year term expiring at the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified. |

  8. Director Nominees

    Director Nominees Information regarding our director nominees, including their qualifications and principal occupations, as well as the key experience and qualifications that led the Board to conclude each nominee should serve as a director, is provided below. The categories of key skills are:

  9. Director Nominees

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  10. Director Nominees

    There are no family relationships among the directors and our executive officers.

  11. Adriane M. Brown

    Adriane M. Brown

  12. Independent Director Age: 67 Director since: 2021

    Independent Director Age: 67 Director since: 2021 Ms. Brown is an experienced executive with extensive background across the technology and industrial sectors, with special focus on safety management systems, safety regulations and risk management. She also brings extensive public company board experience and valuable insights into operational excellence, business development, strategy and innovation. As a venture capital investor, Ms. Brown contributes to the Board her deep expertise in capital markets, strategic investment and growth opportunities.

  13. Independent Director Age: 68 Director since: 2013

    Independent Director Age: 68 Director since: 2013 Mr. Cahill is an accomplished executive with extensive experience in the financial and consumer goods industries. He has a successful track record of leading global companies, leveraging his expertise to identify and capitalize on opportunities for brand building, operational excellence, innovation and stockholder value growth. Mr. Cahill’s service on public company boards further enhances his ability to contribute to the Board his valuable strategic perspective on corporate governance practices, consumer trends and business development initiatives.

  14. Independent Director Age: 65 Director since: 2026

    Independent Director Age: 65 Director since: 2026 Ms. Dillon, a seasoned business leader with over four decades of experience in retail and consumer industries, is known for her values-based and consumer-centric leadership approach and her ability to cultivate aligned teams. She emphasizes cultivating workplace cultures that uplift the contributions and insights of team members at all levels.

  15. Independent Director Age: 56 Director since: 2025

    Independent Director Age: 56 Director since: 2025 Ms. Farmer is a seasoned executive with over 30 years of railroading and transportation experience. She serves as President and Chief Executive Officer of BNSF Railway, responsible for overseeing the entire company and its operations. Over her career she has held a variety of positions, including in sales and marketing, finance, and network operations. Ms. Farmer has extensive leadership and operations experience, railway and transportation industry expertise, as well as capacity planning, products sales, and safety and governance experience.

  16. Independent Director Age: 74 Director since: 2013

    Independent Director Age: 74 Director since: 2013 Mr. Hart brings extensive financial and operational leadership experience with expertise in global market expansion, operational safety, financial reporting and corporate governance. Having served on numerous public company boards and overseen large-scale international operations focused on delivering exceptional experiences in the hospitality and travel industries, Mr. Hart provides valuable insights into financial strategy, capital markets and risk management.

  17. Chief Executive Officer and President Age: 62 Director since: 2022

    Chief Executive Officer and President Age: 62 Director since: 2022 Mr. Isom is a seasoned aviation industry executive, with more than two decades of leadership experience at American Airlines and its legacy company brands. His deep expertise in finance, commercial strategy and operations provides crucial insights to Board discussions on stockholder value creation initiatives. During Mr. Isom’s tenure as CEO and President, he has implemented strategies that have strengthened the Company’s financial foundations. He has led the Company’s work to enhance its operational reliability, build a stronger global network, improve its fleet utilization, maximize the value of its industry-leading loyalty program, deliver an elevated customer experience and strengthen its balance sheet. Under Mr. Isom’s leadership, American has finalized new collective bargaining agreements with all of its major represented workgroups.

  18. Independent Director Age: 74 Director Since: 2015

    Independent Director Age: 74 Director Since: 2015 Ms. Kronick brings deep financial, marketing and operational expertise to the Board. With over three decades of experience in the retail industry and extensive consumer-focused service, she provides deep insights on delivering customer excellence and engagement. Her board experience with leading public companies strengthens the Board’s oversight of corporate governance, brand positioning and stockholder value creation.

  19. Independent Director Age: 63 Director since: 2015

    Independent Director Age: 63 Director since: 2015 Mr. Nesbitt brings decades of innovative leadership and a successful track record of value creation-driven investments to the Board. His proven operational, financial and investment strategies, as well as his more than 16 years of global public company board experience, bolsters the Board’s oversight of American’s value-creating initiatives and growth strategy.

  20. Independent Director Age: 51 Director since: 2022

    Independent Director Age: 51 Director since: 2022 Mr. Reynal contributes significant global leadership and operational experience, including expertise in corporate transactions, customer service and brand loyalty strategies. He oversaw growth and profitability leading to the IPO of Gardner Denver in 2017 and its subsequent acquisition by Ingersoll Rand, delivering significant stockholder value. His deep insights into transformative growth strategies inform the Board’s discussions focused on growth initiatives and risk oversight.

  21. Independent Chairman of the Board Age: 59 Director since: 2022

    Independent Chairman of the Board Age: 59 Director since: 2022 Mr. Smith brings three decades of global aerospace experience to the Board, having held leadership roles at prominent aviation and defense companies. He has a demonstrated track record of driving operational excellence across manufacturing, operations, supply chain and quality programs management. He also contributes to the Board his extensive expertise in financial strategy, risk management, information technology, including artificial intelligence, and regulatory affairs for complex, capital-intensive industries.

  22. Independent Director Age: 74 Director since: 2020

    Independent Director Age: 74 Director since: 2020 Mr. Steenland brings extensive airline leadership experience and a deep understanding of finance, safety and regulatory affairs and global operations to the Board. His executive tenure leading an airline, combined with his recent career in asset management advisory and extensive Board experience, bolsters the Board’s oversight of strategic initiatives in the context of variable industry considerations and evolving market risks.

  23. Independent Director Age: 57 Director since: 2024

    Independent Director Age: 57 Director since: 2024 Mr. Ungerleider brings over three decades of global business and financial leadership, including his prior service as President and Chief Financial Officer of a Fortune 100 company. He contributes to the Board’s oversight his expertise in finance and financial reporting, mergers and acquisitions, P&L management, investor relations and successful, transformative strategies, with a focus on digital innovation.

  24. DIRECTOR NOMINEE COMPOSITION

    DIRECTOR NOMINEE COMPOSITION

  25. Director Nominee Skills and Experience

    Director Nominee Skills and Experience The chart below depicts the current skills, qualifications and expertise represented on our Board, but is not exhaustive of each nominee’s contributions to the Board.

  26. Director Nominee Skills and Experience

    | Director Nominee Skills and Experience | | | | | | | | | | | | | | | | Airline / Travel / Transportation Experience as a business leader or regulator in the aviation or an adjacent or related industry. | | | | | | | | | | | | | | | Financial / Accounting Expertise in evaluating financial statements, overseeing capital structure or financial strategy. | | | | | | | | | | | | | | | Risk Management Experience in risk management and oversight, including assessment, identification and mitigation of risk. | | | | | | | | | | | | | | | Senior Leadership Service in senior leadership positions, including CEO experience or other senior executive positions. | | | | | | | | | | | | | | | Investment Experience in strategic, venture capital investments and related transactions. | | | | | | | | | | | | | | | Safety Expertise in safety matters from an operational or regulatory perspective. | | | | | | | | | | | | | | | International Leadership Experience at a global company or overseeing international corporate strategy, operations and development. | | | | | | | | | | | | | | | Consumer / Customer Service Expertise in consumer marketing, sales or brand management. | | | | | | | | | | | | | | | Information Technology Experience in technology, e-commerce, cybersecurity or data analytics to assist with oversight of cyber and technology risk. | | | | | | | | | | | | | | | Sustainability Experience in sustainability and corporate social responsibility risks, goals, opportunities, policy and strategy. | | | | | | | | | | | | | | | Human Capital / Union Relations Expertise in human capital management, human resources, talent acquisition and retention, and labor relations. | | | | | | | | | | | | |

  27. Risk Assessment with Respect to Compensation Practices

    | ∎ | Formulaic annual and long-term incentive plan awards with maximum pay-out caps or guidelines instead of discretionary pay-out decisions. |

  28. Risk Assessment with Respect to Compensation Practices

    | ∎ | Equity incentive awards are subject to performance- or time-based vesting periods that are intended to incentivize long-term rather than short-term results. |

  29. Our 2025 executive compensation program is designed to implement our strategy

    Our 2025 executive compensation program is designed to implement our strategy Our executive compensation program is heavily performance-based and directly linked with our established goals of safety, delivering record operational results, focusing on our profitability and efficiency, closing our margin gap with our largest competitors and highlighting our customer experience commitments. The 2025 performance-based STIP was designed to align management with our goals of safety, profitability, efficiency and operational reliability while building on our momentum on team member engagement. Our 2025 LTIP incorporated both performance- and time-vesting components, with half of the target value consisting of the performance-vesting component. The performance-vesting component is tied to attainment of relative EBITDAR margin gap improvement versus our industry peers, which accounts for 50% of the plan’s weighting and continues our focus on our margin gap in comparison to the other network carriers. Our total debt goal, EPS improvement and net promoter score, together account for the remaining 50% of the plan’s weighting. Our 2025 LTIP further aligns our executive officers’ incentives with the interests of our stockholders with the inclusion of an absolute stock price performance modifier that may increase the overall plan payout based on certain stock price performance improvements. The performance-vesting component of the 2025 LTIP will be earned, if at all, following the completion of a three-year performance period.

  30. 2025 compensation decisions and outcomes reflected our pay for performance philosophy

    | ∎ | No increases have been made to our Chief Executive Officer’s target annual direct compensation level since 2023. Mr. Isom’s base salary, STIP target and LTIP target have continued to remain at the same level as in 2023. Mr. Isom’s 2025 target annual direct compensation remained significantly below the last reported value for the CEO of United (2025) and the CEO of Delta (2025), our two closest peers. The target annual direct compensation provided to our other named executive officers is competitive with or below that of the other large network airlines. In addition, 91% of our Chief Executive Officer’s and, on average, 86% of our other |

  31. 2025 compensation decisions and outcomes reflected our pay for performance philosophy

    | ∎ | Only approximately 51% of target bonuses earned; Mr. Isom chose not to receive an STI award. For fiscal year 2025, we did not attain the adjusted pre-tax income performance threshold and as a result the profitability and efficiency section of the STIP did not pay out. Based on our actual attainment levels of the operational reliability and team member engagement goals of the STIP, each named executive officer, other than Mr. Isom, received a 2025 STI award equal to 50.97% of target. Mr. Isom chose not to receive an STI award for 2025. |

  32. 2025 compensation decisions and outcomes reflected our pay for performance philosophy

    | ∎ | Performance-vesting RSUs tracking at or below target. For 2025, we continued the structure of our LTIP, which for our named executive officers incorporates both performance- and time-vesting RSU components, with the performance-vesting component weighted 50% by value to further align management and stockholder interests. As described above, similar to our historical LTIP grants, the performance-vesting component of the 2025 LTIP will be earned, if at all, following the completion of a three-year performance period. Beginning with 2025 grants, the time-vesting component of the 2025 LTIP vests in three equal tranches over three years, instead of over two years. As of the end of 2025, the 2024 and 2025 annual LTIP grants to our named executive officers were tracking at or below target (at 0% with respect to the 2024 LTIP grant, which was subsequently cancelled). |

  33. Rationale for Adoption of the Amendment

    | PROPOSAL 5 Approval of the Amended and Restated 2023 Incentive Award Plan |

  34. Rationale for Adoption of the Amendment

    On March 24, 2026, the Board adopted, subject to stockholder approval, an amendment and restatement of the American Airlines Group Inc. 2023 Incentive Award Plan (the “2023 Plan,” and as amended and restated, the “Amended 2023 Plan”). The Amended 2023 Plan (i) increases the shares reserved for issuance under the Amended 2023 Plan by 16,500,000 shares of our Common Stock; and (ii) provides that shares tendered by a participant or withheld to satisfy any tax withholding obligation with respect to awards that are not options or stock appreciation rights (“SARs”) will be again available for future grants under the Amended 2023 Plan. Employees of the Company and its subsidiaries, as well as members of our Board, continue to be eligible to receive awards under the Amended 2023 Plan. The Amended 2023 Plan continues to provide for the grant of stock options, including incentive stock options (“ISOs”) and nonqualified stock options (“NSOs”), SARs, restricted stock, restricted stock units (“RSUs”), performance bonus awards, performance stock units, other stock or cash-based awards, and dividend equivalents to eligible individuals. The Amended 2023 Plan retains the compensation and governance best practices in the 2023 Plan to ensure the plan continues to further our compensation plan objectives and supports long-term stockholder interests. Approval of the Amended 2023 Plan will constitute approval pursuant to the stockholder approval requirements of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), relating to ISOs.

  35. Key Equity Metrics

    Key Equity Metrics On March 24, 2026, the date the Amended 2023 Plan was adopted by the Board, the Company had an aggregate of 661,385,137 shares of Common Stock outstanding and a total of approximately 1,695,960 shares of Common Stock available for issuance and available for future grants under the 2023 Plan. The 2023 Plan replaced the Company’s prior plan, the 2013 Incentive Award Plan (the “2013 Plan”), and no further awards have been granted under the 2013 Plan; however, the terms and conditions of the 2013 Plan continue to govern any previously outstanding awards granted thereunder. As of March 24, 2026, there were approximately an aggregate of 15,123,739 stock-settled RSUs outstanding under the 2023 Plan and the 2013 Plan, 3,833,463 of which were subject solely to time-based vesting conditions, and 11,290,276 of which were subject to performance-based vesting conditions (with performance-based awards counted assuming “max” performance). This excludes RSUs that will be settled in cash. The following table provides information regarding the grant of stock-settled equity awards over the past three completed fiscal years and which we considered in setting the number of shares available for issuance under the Amended 2023 Plan.

  36. Key Equity Metrics

    | Fiscal Year | Time-Based Vesting RSUs Granted | Performance- Based Vesting RSUs Granted(1) | Actual Performance- Based Vesting RSUs Earned(2) | Total Granted(3) | Weighted Average # of Shares | Burn Rate(4) | | 2023 | 5,314,672 | 1,785,218 | 271,224 | 5,585,896 | 653,611,709 | 0.85% | | 2024 | 1,398,939 | 1,181,286 | — | 1,398,939 | 656,995,568 | 0.21% | | 2025 | 2,486,792 | 1,814,412 | 330,708 | 2,817,500 | 659,964,362 | 0.43% | | Average Three-Year Burn Rate (2023-2025) | | | | | | 0.50% |

  37. Key Equity Metrics

    | (1) Reflects target number of performance-vesting RSUs granted in applicable fiscal year. |

  38. Key Equity Metrics

    | (2) Reflects the performance-vesting RSUs for which the performance criteria were certified as attained and earned during such fiscal year. |

  39. Key Equity Metrics

    | (3) Total number of shares granted in a particular fiscal year includes all time-based vesting RSUs granted and performance-based vesting RSUs that were earned during such fiscal year. |

  40. Key Equity Metrics

    | (4) The “Burn Rate” measures how quickly we use shares and is calculated by dividing (a) the number of shares subject to stock-settled equity awards granted during the applicable fiscal year (excluding performance-based vesting RSUs granted in the applicable fiscal year, but including performance-based vesting RSUs that are earned during the applicable year) by (b) the weighted average number of shares of our Common Stock outstanding during the applicable fiscal year. |

  41. Shares Available and Limitations on Awards

    Shares Available and Limitations on Awards If our stockholders approve the Amended 2023 Plan, the number of shares reserved for issuance under the Amended 2023 Plan will be increased by 16,500,000 shares to an aggregate of 29,189,379 shares of our Common Stock. This is equal to the 17,200,000 shares originally reserved for issuance under the 2023 Plan, minus 4,510,621 shares that were granted under the 2013 Plan after March 22, 2023 and prior to May 10, 2023 (the effective date of the 2023 Plan), plus 16,500,000 shares being requested under this proposal. The maximum number of shares that may be issued under the Amended 2023 Plan upon the exercise of ISOs is 29,189,379. In addition, if all or any part of an award under the Amended 2023 Plan or, after March 22, 2023, the 2013 Plan (a “Prior Plan Award”) expires, lapses or is terminated, converted into an award in respect of shares of another entity in connection with a spin-off or other similar event, exchanged or settled for cash, surrendered, repurchased, cancelled without having been fully exercised or forfeited, in any case, in a manner that results in us acquiring the underlying shares at a price not greater than the price paid by the participant for such shares or not issuing the underlying shares, such unused shares subject to the award at such time will be available for future grants under the Amended 2023 Plan. Further, the Amended 2023 Plan provides that shares tendered by a participant or withheld to satisfy any tax withholding obligation with respect to an award other than options or SARs under the 2023 Plan or the 2013 Plan will be again available for future grants under the Amended 2023 Plan. In addition, the following items will not be counted against the shares available for issuance under the Amended 2023 Plan: (i) the payment of dividend equivalents in cash in conjunction with any outstanding awards; (ii) any awards that are settled in cash rather than by issuance of shares and (iii) shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any of our subsidiaries, except shares acquired upon the exercise of ISOs will count against the maximum number of shares that may be issued under the Amended 2023 Plan pursuant to the exercise of ISOs. The following types of shares will not be added back to the shares available for issuance under the Amended 2023 Plan: (i) shares tendered by a participant or withheld by us in payment of the exercise price of an option; (ii) shares tendered by a participant or withheld to satisfy any tax withholding obligation with respect to an option or SAR; (iii) shares subject to a SAR that are not issued in connection with the stock settlement of the SAR on exercise; and (iv) shares purchased on the open market with the cash proceeds from the exercise of options. No awards granted under the Amended 2023 Plan may vest earlier than one year measured from the date of grant, or, with respect to any such award subject to performance-based vesting, based on an applicable performance period that is shorter than one year, provided that an award may provide for the accelerated vesting, exercisability and/or payment (as applicable) of an award upon a participant’s termination of service or in connection with a change in control of the Company. However, up to an aggregate of 5% of the number of shares reserved for issuance under the Amended 2023 Plan may be granted without regard to the foregoing minimum vesting requirement. For purposes of awards to non-employee directors, a vesting period shall be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders, so long as the period between such meetings is not less than 50 weeks. In addition, under the Amended 2023 Plan, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718) of all equity-based awards and the maximum amount that may become payable pursuant to all cash-based awards that may be granted to a director as compensation for services as a non-employee director during any calendar year may not exceed $1,500,000. As of March 24, 2026, the closing price of a share of our Common Stock on Nasdaq was $10.71.

  42. Awards

    Awards The Amended 2023 Plan provides that the administrator may grant or issue stock options, SARs, restricted stock, RSUs, performance bonus awards, performance stock units, other stock or cash-based awards, dividend equivalents or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.

  43. Awards

    | ∎ | Nonqualified Stock Options will provide for the right to purchase shares of our Common Stock at a specified price which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed ten years. |

  44. Awards

    | ∎ | Incentive Stock Options will be designed in a manner intended to comply with the provisions of Section 422 of the Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of common stock on the date of grant, may only be granted to employees, and must not be exercisable after a period of ten years measured from the date of grant. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the Amended 2023 Plan provides that the exercise price must be at least 110% of the fair market value of a share of our Common Stock on the date of grant and the ISO must not be exercisable after a period of five years measured from the date of grant. |

  45. Awards

    | ∎ | Restricted Stock may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted stock typically may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Holders of restricted stock, unlike recipients of options, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, dividends will not be paid until the restrictions are removed and the vesting conditions are met. |

  46. Awards

    | ∎ | Restricted Stock Units may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted stock, RSUs may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied. |

  47. Awards

    | ∎ | Stock Appreciation Rights may be granted in connection with stock options or other awards, or separately. SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the |

  48. Awards

    | ∎ | Performance Bonus Awards and Performance Stock Units are denominated in cash or share/unit equivalents, respectively, and may be linked to one or more performance or other criteria as determined by the administrator. |

  49. Awards

    | ∎ | Dividend Equivalents represent the right to receive the equivalent value of dividends paid on shares of our Common Stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are converted to cash or shares by such formula and such time as determined by the administrator. In addition, dividend equivalents with respect to an award subject to vesting will either (i) to the extent permitted by applicable law, not be paid or credited or (ii) be accumulated and subject to vesting to the same extent as the related award. |

  50. Adjustment Upon Certain Events

    Adjustment Upon Certain Events The administrator has broad discretion to take action under the Amended 2023 Plan, as well as to make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Common Stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations, change in control events, and other corporate transactions. Notwithstanding the foregoing, in the event of a change in control, the administrator may take any action with respect to outstanding awards as it deems appropriate, consistent with applicable provisions of the Code and applicable federal or state securities laws. In addition, in the event of certain non-reciprocal transactions with our stockholders known as “equity restructurings,” the administrator will make equitable adjustments to the Amended 2023 Plan and outstanding awards.

  51. Material U.S. Federal Income Tax Consequences

    | ∎ | Nonqualified Stock Options. If a participant is granted an NSO under the Amended 2023 Plan, the participant should not have taxable income on the grant of the option. Generally, the participant should recognize ordinary income at the time of exercise in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price paid for the shares. The participant’s basis in the Common Stock for purposes of determining gain or loss on a subsequent sale or disposition of such shares generally will be the fair market value of our Common Stock on the date the participant exercises such option. Any subsequent gain or loss will be taxable as a long-term or short-term capital gain or loss. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income. |

  52. Material U.S. Federal Income Tax Consequences

    | ∎ | Incentive Stock Options. A participant should not recognize taxable income upon grant or exercise of an ISO. However, the excess of the fair market value of the shares of our Common Stock received upon exercise over the option exercise price is an item of tax preference income potentially subject to the alternative minimum tax. If stock acquired upon exercise of an ISO is held for a minimum of two years from the date of grant and one year from the date of exercise and otherwise satisfies the ISO requirements, the gain or loss (in an amount equal to the difference between the fair market value on the date of disposition and the exercise price) upon disposition of the stock will be treated as a long-term capital gain or loss, and we will not be entitled to any deduction. If the holding period requirements are not met, the ISO will be treated as one that does not meet the requirements of the Code for ISOs and the participant will recognize ordinary income at the time of the disposition equal to the excess of the fair market value of the shares at the time of exercise over the exercise price (or if less, the amount realized in the disposition over the exercise price), with any remaining gain or loss being treated as capital gain or capital loss. We or our subsidiaries or affiliates generally are not entitled to a federal income tax deduction upon either the exercise of an ISO or upon disposition of the shares acquired pursuant to such exercise, except to the extent that the participant recognizes ordinary income on disposition of the shares. |

  53. Material U.S. Federal Income Tax Consequences

    | nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Code Section 83(b) election, in which case ordinary income is recognized on the date of grant in an amount equal to the excess of the fair market value of the shares on the date of grant over the price paid, if any); restricted stock units, dividend equivalents and other stock or cash based awards are generally subject to tax at the time of payment. We or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction at the time and for the same amount as the participant recognizes ordinary income. |

  54. New Plan Benefits

    | (1) Each non-employee director serving on our Board will be awarded RSUs on the date of our Annual Meeting having a value on the date of grant equal to $150,000 (based on the per share closing price of our Common Stock on the date of the Annual Meeting). In addition, the Board has approved for Mr. Smith’s service as Independent Chairman an additional annual RSU grant with a grant date fair value of $200,000. |

  55. New Plan Benefits

    | (2) The aggregate number of RSUs to be granted to non-employee directors is not included in the table above because the number of shares subject to their awards will depend on the per share closing price of our Common Stock on the date of the Annual Meeting. |

  56. New Plan Benefits

    | Name and Position | Number of Restricted Stock Units (#)(1) | | Named Executive Officers | | | Robert D. Isom, Chief Executive Officer, President and Director | 3,697,921 | | Stephen L. Johnson, Vice Chair and Chief Strategy Officer | 1,573,620 | | David G. Seymour, Executive Vice President and Chief Operating Officer | 1,125,072 | | Devon E. May, Executive Vice President and Chief Financial Officer | 1,044,360 | | Anthony J. Richmond, Executive Vice President, Corporate Affairs and Chief Legal Officer | 1,074,140 | | All current executive officers as a group | 8,515,113 | | Current Director Nominees | | | Adriane M. Brown | 36,930 | | John T. Cahill | 36,930 | | Mary N. Dillon | 3,031 | | Kathryn M. Farmer | 13,562 | | Matthew J. Hart | 36,930 | | Susan D. Kronick | 36,930 | | Martin H. Nesbitt | 36,930 | | Vicente Reynal | 36,930 | | Gregory D. Smith | 86,171 | | Douglas M. Steenland | 36,930 | | Howard I. Ungerleider | 25,401 | | Each associate of any such directors, executive officers or nominees | — | | Each other person who has received or is to receive 5% of such options or rights | — | | All current directors who are not executive officers as a group | 423,605 | | All employees who are not executive officers as a group | 5,013,541 |

  57. New Plan Benefits

    | (1) Includes the target number of shares subject to outstanding performance-vesting restricted stock units, otherwise based on actual units earned based on attainment of the performance-vesting conditions. |

  58. New Plan Benefits

    | | The Board unanimously recommends that the stockholders vote “FOR” the approval of the Amended and Restated 2023 Incentive Award Plan. |

  59. The Board’s Statement in Opposition

    | (1) Beneficial ownership as reported in the table has been determined in accordance with SEC rules and regulations and includes restricted stock units (“RSUs”) that vest within 60 days of April 13, 2026. Pursuant to SEC rules and regulations, all shares not currently outstanding that are subject to RSUs that vest within 60 days of April 13, 2026, are deemed to be outstanding for the purpose of computing “Percent of Class” held by the holder of the class but are not deemed to be outstanding for the purpose of computing the “Percent of Class” held by any other stockholder. |

  60. The Board’s Statement in Opposition

    | (2) Includes 1,578,171 shares held directly. Excludes 2,216,108 unvested RSUs that will not vest within 60 days of April 13, 2026. |

  61. The Board’s Statement in Opposition

    | (3) Includes 1,114,049 shares held directly. Excludes 974,308 unvested RSUs that will not vest within 60 days of April 13, 2026. |

  62. The Board’s Statement in Opposition

    | (4) Includes 364,650 shares held directly and 103,848 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. Excludes 667,199 unvested RSUs that will not vest within 60 days of April 13, 2026. |

  63. The Board’s Statement in Opposition

    | (5) Includes 296,499 shares held directly and 85,693 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. Excludes 636,552 unvested RSUs that will not vest within 60 days of April 13, 2026. |

  64. The Board’s Statement in Opposition

    | (6) Includes 138,751 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. Excludes 935,389 unvested RSUs that will not vest within 60 days of April 13, 2026. |

  65. The Board’s Statement in Opposition

    | (7) Includes 41,319 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  66. The Board’s Statement in Opposition

    | (9) Includes 3,031 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  67. The Board’s Statement in Opposition

    | (10) Includes 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  68. The Board’s Statement in Opposition

    | (11) Includes 89,332 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  69. The Board’s Statement in Opposition

    | (12) Includes 65,491 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  70. The Board’s Statement in Opposition

    | (13) Includes 65,491 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  71. The Board’s Statement in Opposition

    | (14) Includes 140,780 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  72. The Board’s Statement in Opposition

    | (15) Includes 31,916 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  73. The Board’s Statement in Opposition

    | (16) Includes 67,073 shares held directly, 140 shares held indirectly for the benefit of Mr. Smith’s Family Trusts and 31,645 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  74. The Board’s Statement in Opposition

    | (17) Includes 42,644 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  75. The Board’s Statement in Opposition

    | (18) Includes 11,839 shares held directly and 13,562 shares underlying unvested RSUs that vest within 60 days of April 13, 2026. |

  76. The Board’s Statement in Opposition

    | Director Compensation |

  77. The Board’s Statement in Opposition

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Adriane M. Brown | 150,000 | 150,000 | 10,238 | 310,238 | | John T. Cahill | 130,000 | 150,000 | 18,866 | 298,866 | | Michael J. Embler(d) | 65,000 | — | 162,118 | 227,118 | | Kathryn M. Farmer | 72,143 | 150,000 | 5,294 | 227,437 | | Matthew J. Hart | 155,000 | 150,000 | 23,300 | 328,300 | | Susan D. Kronick | 130,000 | 150,000 | 27,340 | 307,340 | | Martin H. Nesbitt | 150,000 | 150,000 | 40,674 | 340,674 | | Denise M. O’Leary | 140,000 | 150,000 | 18,992 | 308,992 | | Vicente Reynal | 140,000 | 150,000 | 21,848 | 311,848 | | Gregory D. Smith | 100,000 | 350,000 | 34,240 | 484,240 | | Douglas M. Steenland | 150,000 | 150,000 | 16,706 | 316,706 | | Howard I. Ungerleider | 152,255 | 150,000 | 8,558 | 310,813 |

  78. Director Compensation

    Director Compensation The Compensation Committee periodically reviews the overall compensation of our directors in consultation with the Board and, from time to time, the assistance of the Compensation Committee’s compensation consultant. The Compensation Committee has authority to retain and terminate any outside advisors, such as compensation consultants and legal counsel, and to determine their compensation. Annual Retainers and Grants of RSUs. For 2025, the compensation for our non-employee directors included the following cash-based annual retainers:

  79. Director Compensation

    | ∎ | an annual retainer of $100,000 for service on the Board; |

  80. Director Compensation

    | ∎ | an annual retainer of $15,000 for service on each of the Audit, Compensation, CGPR, Finance or Safety Committees; and |

  81. Director Compensation

    | ∎ | an annual retainer of $25,000 for service as the Chair of the Audit Committee and an annual retainer of $20,000 for service as the Chair of each of the Compensation, CGPR, Finance or Safety Committees. |

  82. Director Compensation

    On the date of the 2025 annual meeting of stockholders, each continuing non-employee director received a number of RSUs equal to $150,000 divided by the closing price of our Common Stock on the date of the annual meeting. Each of the RSU awards granted to our non-employee directors will vest fully on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders, subject to the continued service of the non-employee director through the vesting date. In February 2023, we announced the election of Gregory D. Smith as the Company’s Independent Chairman effective April 30, 2023. The Board has approved for Mr. Smith’s service as Independent Chairman an additional annual RSU grant with a grant date fair value of $200,000. Other Compensation. As is customary in the airline industry, we provide our directors with flight benefits. During the period of time they serve on the Board, non-employee directors are entitled to complimentary personal air travel for the non-employee director and his or her eligible immediate family members on American and American Eagle, 12 round-trip or 24 one-way passes for complimentary air travel for the non-employee director’s family and friends each year, as well as American Airlines Admirals Club® membership, and AAdvantage® ConciergeKey(SM) program status. Non-employee directors receive a tax gross-up for imputed taxable income related to these flight benefits. In addition, these travel benefits (except for the tax gross-up) will be provided (i) for a non-employee director’s lifetime if he or she has served as a director for seven or more years or (ii) for five years if he or she has served for less than seven but more than two years. Non-employee directors will also be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attendance at meetings upon submission of receipts. In addition, the Company purchases tickets to certain sporting and other events in advance for business purposes. On occasion, unused tickets purchased are made available for personal use by our directors or other team members. These tickets typically result in no incremental cost to the Company.

  83. Legacy Director Compensation Programs

    Legacy Director Compensation Programs Following the closing of the merger with US Airways, the America West Directors’ Charitable Contribution Program (the “Charitable Contribution Program”), a legacy director compensation program, continues to be in effect. America West established the Charitable Contribution Program under which all directors of America West were invited to participate. This program was discontinued for new directors following the merger between America West and US Airways in 2005. During 2025, the directors who were participants in the Charitable Contribution Program were Mr. Hart and Ms. O’Leary. The charitable contributions will be substantially funded by life insurance proceeds from policies maintained by us on the lives of the participants. Under the terms of the Charitable Contribution Program, America West was allowed to place joint life insurance on two directors. The life insurance policies currently in place under the Charitable Contribution Program are structured as joint policies on the lives of two directors and the insurance benefits are payable at the death of the last survivor. Individual directors derive no direct financial benefit from the Charitable Contribution Program because all insurance proceeds are to be paid by us, and all tax deductions for the charitable contributions accrue solely to us. Our non-employee directors are required to hold a number of shares of stock equal to the lesser of either (i) five times the director’s annual cash retainer or (ii) 15,000 shares of our Common Stock. Ownership is determined based on the combined value of the following director holdings: (a) shares owned outright or by immediate family members residing in the same household or in a trust for the benefit of the director or an immediate family member; (b) Common Stock, stock units or other stock equivalents obtained through the exercise of stock appreciation rights (“SARs”)/stock options or vesting of equity awards; (c) unvested equity awards granted under any equity and deferral plans; and (d) other stock or stock equivalent awards determined by the CGPR Committee. Newly appointed non-employee directors have five years from the date the individual became a director to comply with the stock ownership guidelines. Under the stock ownership guidelines, until a non-employee director has reached the minimum ownership guideline, such director may not sell or otherwise dispose of the shares of Common Stock acquired upon the exercise, vesting or settlement of any equity awards except to the extent such sales do not cumulatively exceed 50% of such shares. Each of our directors with a compliance date before the date of this Proxy Statement owns shares that exceed the minimum stock ownership guidelines.

  84. Legacy Director Compensation Programs

    | Certain Relationships and Related Party Transactions |

  85. Legacy Director Compensation Programs

    Since January 1, 2025, the Company has not participated in, nor is there currently planned, any transaction or series of similar transactions with any of the Company’s directors, nominees, executive officers, holders of more than 5% of Common Stock or any member of such person’s immediate family that is required to be reported under Regulation S-K Item 404(a) of the rules of the SEC. We have entered into indemnity agreements with our executive officers and directors that provide, among other things, that we will indemnify each such officer or director, under the circumstances and to the extent provided for in the indemnity agreements, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings in which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of the Company.

  86. Accountability

    | (3) Total available liquidity includes unrestricted cash and short-term investments, and undrawn capacity under our credit and other facilities. |

  87. Our 2025 executive compensation program is designed to implement our strategy

    Our 2025 executive compensation program is designed to implement our strategy Our executive compensation program is heavily performance-based and directly linked with our established goals of safety, delivering record operational results, focusing on our profitability and efficiency, closing our margin gap with our largest competitors and highlighting our customer experience commitments. Our 2025 performance-based STIP was designed to align management with our goals of safety, profitability and efficiency and operational reliability while building on our momentum on team member engagement. Under our 2025 STIP, profitability and efficiency accounted for 70% of the plan’s weighting and included a profitability gate to unlock that section. Reliability accounted for 25% of the plan’s weighting and included a safety education completion gate to unlock that section, and culture accounted for 5% of the plan’s weighting. Our 2025 LTIP for our named executive officers incorporated both performance- and time-vesting components, with half of the target value consisting of the performance-vesting component. The performance-vesting component is tied to attainment of relative EBITDAR margin gap improvement versus our industry peers, which accounts for 50% of the plan’s weighting and continues our focus on our margin gap in comparison to the other network carriers. Our total debt goal, EPS improvement and net promoter score, together account for the remaining 50% of the performance-vesting component of the plan’s weighting. These goals together measure and focus on profitability and efficiency as well as our long-term customer strategy. Our 2025 LTIP further aligns our named executive officers’ incentives with the interests of our stockholders with the inclusion of an absolute stock price performance modifier that may increase the overall plan payout based on certain stock price performance improvements. The performance-vesting component of the 2025 LTIP will be earned, if at all, following the completion of a three-year performance period. The time-vesting component of the 2025 LTIP vests as to 33.33% of the shares on each of the first, second and third anniversaries of the grant date, subject to continued service through each applicable vesting date.

  88. 2025 compensation decisions and outcomes reflected our pay for performance philosophy

    2025 compensation decisions and outcomes reflected our pay for performance philosophy No increases have been made to our Chief Executive Officer’s target annual direct compensation level since 2023. Mr. Isom’s base salary, STIP target and LTIP target have continued to remain at the same level as in 2023. Mr. Isom’s 2025 target annual direct compensation remained significantly below the last reported value for the CEO of United (2025) and the CEO of Delta (2025), our two closest peers. The target annual direct compensation provided to our other named executive officers is competitive with or below that of the other large network airlines. In addition, 91% of our Chief Executive Officer’s and, on average, 86% of our other named executive officers’ 2025 target annual direct compensation was comprised of at-risk compensation. As a result, the compensation ultimately realized by our Chief Executive Officer and other named executive officers will be significantly determined by our financial performance and the performance of our stock, and is therefore closely aligned with the interests of our stockholders. Only approximately 51% of target bonuses earned; Mr. Isom chose not to receive an STI award. For fiscal year 2025, we did not attain the threshold adjusted pre-tax income level and as a result, the profitability and efficiency section of the STIP did not pay out. Based on our actual attainment levels of the operational reliability and team member engagement goals of the STIP, each named executive officer, other than Mr. Isom, received a 2025 STI award equal to 50.97% of target. Performance-vesting RSUs tracking at or below target. For 2025, we continued the structure of our LTIP, which for our named executive officers incorporates both performance- and time-vesting RSU components, with the performance-vesting component weighted 50% by value to further align management and stockholder interests. As described above, similar to our historical LTIP grants, the performance-vesting component of the 2025 LTIP will be earned, if at all, following the completion of a three-year performance period. The table below sets forth how the annual 2023, 2024 and 2025 performance-vesting RSUs tracked as of the end of 2025.

  89. 2025 compensation decisions and outcomes reflected our pay for performance philosophy

    | Performance-Vesting RSU Pay Outcomes as of 12/31/25 | | | 2023 Annual Grant (vesting in 2026) | Payout at Target | | 2024 Annual Grant (vesting in 2027) | Tracking at Below Threshold (0%); Cancelled in February 2026(1) | | 2025 Annual Grant (vesting in 2028) | Tracking at Below Target |

  90. 2025 compensation decisions and outcomes reflected our pay for performance philosophy

    | (1) In light of the projected 0% payout on our 2024 performance-vesting RSUs, all outstanding 2024 performance-vesting RSUs have been cancelled. This action releases shares back into the 2023 Plan, allowing us to deploy them more efficiently to support our 2026 annual LTIP targets and manage our share pool responsibly. |

  91. Pay-for-Performance Philosophy

    | Named Executive Officer | Base Salary ($) | STIP Target (%) | STIP Target ($) | LTIP Target ($)(1) | Total Target Direct Compensation ($) | | Robert D. Isom | 1,300,000 | 200% | 2,600,000 | 11,250,000 | 15,150,000 | | Stephen L. Johnson | 850,000 | 150% | 1,275,000 | 6,375,000 | 8,500,000 | | David G. Seymour | 815,000 | 125% | 1,018,750 | 3,500,000 | 5,333,750 | | Devon E. May | 815,000 | 125% | 1,018,750 | 3,350,000 | 5,183,750 | | Anthony J. Richmond | 815,000 | 125% | 1,018,750 | 3,350,000 | 5,183,750 |

  92. Pay-for-Performance Philosophy

    | (1) Amounts reflect the annual LTIP target values which are converted into a target number of RSUs based on the closing price on the grant date and may differ from the grant date fair values, as calculated in accordance with ASC Topic 718, set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table. In addition, amounts do not reflect one-time new hire or retention grants. |

  93. Commitment to Effective Compensation Governance

    | What We Do | What We Do NOT Do | |  91% of CEO’s 2025 Annual Target Compensation is At-Risk and 74% is in the form of Long-term Equity Incentives that foster alignment with stockholders.  Link Pay to Performance with performance goals tied to improving the reliability, profitability and accountability of our operations to create long-term stockholder value.  Performance-Based Long-Term Equity Incentives form 50% of our named executive officers’ Equity Incentives and have a Three-year Performance Period to promote long-term focus.  Independent Compensation Consultant that is directly engaged by the Compensation Committee to advise on executive and director compensation matters.  Robust Stock Ownership Guidelines that align our executive officers’ long-term interests with those of our stockholders.  Annual Compensation Risk Assessment to identify any elements of our compensation program design or oversight processes that carry elevated levels of adverse risk.  Minimum Vesting Requirements. Subject to limited exceptions, no awards granted under our equity plan may vest until the first anniversary of the date of grant.  Clawback Policy that mandates recoupment of erroneously awarded incentive compensation to executive officers on accounting restatement consistent with SEC and Nasdaq requirements and goes beyond by providing the Compensation Committee with discretion to recover additional compensation paid under the Company’s STIP, LTIP and other equity incentive awards based on circumstances.  Extensive Stockholder Engagement to solicit investor feedback on our compensation program. |  No Guaranteed Bonuses. Our executive officers’ bonuses are 100% performance-based.  No Active Executive Retirement Plans. We do not maintain any active executive-only or supplemental retirement plans.  No Hedging or Pledging of our Stock. We prohibit our executive officers from engaging in hedging transactions or using our stock as collateral for loans.  No Excise Tax Gross-Ups. We do not provide gross ups on excise taxes in connection with a change in control.  No Excessive Perquisites. Perquisites and other personal benefits are in line with industry standards.  No Payouts of Dividends on Unvested Awards. Unless and until an award’s vesting conditions are satisfied, no dividends or dividend equivalents accrued on the award are paid.  No Repricing of Awards Without Stockholder Approval. Under our equity plan, awards may not be repriced without stockholder approval if the effect would be to reduce the exercise price for the shares underlying the award. |

  94. Stockholder Approval of 2024 Executive Compensation and Stockholder Engagement

    Stockholder Approval of 2024 Executive Compensation and Stockholder Engagement At the 2025 annual meeting of stockholders, our stockholders overwhelmingly approved the compensation of our named executive officers with over 96% support. This approval represented a strong shift from our lower approval on say-on-pay in 2024 and was consistent with our strong historical approvals on say-on-pay. Over the prior decade, our stockholders approved the compensation of our named executive officers with an approval of over 94% on average. In late 2025 and into 2026, we continued to engage with our stockholders, meeting with a majority of our top 30 stockholders representing approximately 59% of shares outstanding. Gregory D. Smith, our Independent Chairman, participated in select engagements. During these off-season engagements, stockholders generally expressed support for our executive compensation programs. Beginning with 2025 grants, in response to stockholder feedback, the Compensation Committee revised the time-vesting component of the 2025 LTIP such that awards vest as to 33.33% of the shares on each of the first, second and third anniversaries of the grant date, subject to continued service through each applicable vesting date. Mr. Isom’s target annual direct compensation level for 2025, including base salary, STIP target or LTIP target, remained at approximately $15.2 million, the same level as in 2023 and 2024, and remained significantly below the last reported value for the CEO of United (2025) and the CEO of Delta (2025), our two closest peers.

  95. Use of Compensation Consultant

    Use of Compensation Consultant For 2025, the Compensation Committee retained Korn Ferry as its independent compensation consultant. The Compensation Committee has sole authority with regard to the decision to retain and the terms of engagement of the compensation consultant. The compensation consultant reports directly to the Compensation Committee with respect to its executive compensation consulting advice. The Compensation Committee has assessed whether the services provided by Korn Ferry or any other relationships created any conflicts of interest pursuant to SEC and Nasdaq rules, and has concluded that no such conflicts of interest exist. During 2025, Korn Ferry provided the following services for or at the request of the Compensation Committee:

  96. Use of Compensation Consultant

    | ∎ | assisted the Compensation Committee in the design of the executive compensation program, including structure, metric selection, payout opportunities, and establishment of performance targets; |

  97. Use of Compensation Consultant

    | ∎ | benchmarked compensation levels for senior executives and non-executive directors; |

  98. Use of Compensation Consultant

    | ∎ | conducted an annual review of the compensation peer group; |

  99. Use of Compensation Consultant

    | ∎ | attended Compensation Committee meetings; |

  100. Use of Compensation Consultant

    | ∎ | reviewed management’s materials prepared for the Compensation Committee; and |

  101. Use of Compensation Consultant

    | ∎ | responded to various other requests from the Compensation Committee. |

  102. Use of Compensation Consultant

    In 2025, in addition to the executive compensation services Korn Ferry performed for or at the request of the Compensation Committee, Korn Ferry provided limited executive search services for aggregate fees of approximately $221,000.

  103. Use of Market Data

    Use of Market Data In order to ensure a competitive design for our executive compensation program, in 2025, our Compensation Committee, with advice and analysis from its compensation consultant, reviewed our program against those of our largest competitors, Delta, United, and Southwest Airlines, as well as a broader set of airlines, with an emphasis on Delta and United, our closest peers. The Compensation Committee also reviewed a broader spectrum of compensation pay data, including survey data based primarily on revenues across the airline/transportation and general industry.

  104. Executive Compensation with an Emphasis on Performance-Based Pay

    | ∎ | an annual incentive program paid in cash based on achievement of safety education, financial, including profitability and efficiency, operational reliability and team member engagement goals; and |

  105. Executive Compensation with an Emphasis on Performance-Based Pay

    | ∎ | a long-term equity incentive program in the form of RSUs that incorporate both performance- and time-vesting components, with half of the target value consisting of the performance-vesting component. |

  106. Annual Cash Incentive Program

    Annual Cash Incentive Program The second core component of our overall compensation program has been a short-term cash incentive program. The STIP is designed to align management with our goals to run a reliable operation, to continue our profitability and to build on our momentum on team member engagement goals, as summarized further below. The target cash incentive opportunities for each named executive officer for 2025 are set forth below and remained unchanged from the prior year.

  107. Annual Cash Incentive Program

    | Named Executive Officer | Target Payout Level as a Percentage of Base Salary | | Robert D. Isom | 200% | | Stephen L. Johnson | 150% | | David G. Seymour | 125% | | Devon E. May | 125% | | Anthony J. Richmond | 125% |

  108. 2025 STIP Design

    2025 STIP Design Our 2025 STIP maintains the same pillars and weightings as the 2024 plan – profitability and efficiency, operational reliability, and culture. The profitability and efficiency section has an adjusted pre-tax income gate and the operational reliability section has a safety education completion gate, as detailed below. The Company remains intently focused on profitability, operational efficiency and reliability, and the footprint of these areas continues to comprise 95% of the STIP. To further the Company’s commitment to increasing stockholder value, the Compensation Committee continued its focus on profitability and efficiency, keeping the financial weighting of the program at 70%. The operational component, making up 25% of the STIP, focused on controllable completion factor, mishandled baggage rate and on-time departures, the foundational operational metrics that determine reliability. Team member engagement, weighted at 5%, remained as part of the STIP in order to ensure our workplace culture is a competitive advantage that provides team members access to continuous learning, awareness and knowledge. In order to unlock the financial portion of the plan, our adjusted pre-tax income had to be above the threshold level of $1.7 billion. Adjusted pre-tax income represents pre-tax income for the year ended December 31, 2025, excluding net special items (See Appendix C for a reconciliation of pre-tax income excluding net special items, a non-GAAP measure), as further adjusted for expenses associated with profit sharing and the STIP and related payroll taxes and 401(k) company contributions (“performance pay”). The Company excludes expenses associated with profit sharing and the STIP from the calculation of adjusted pre-tax income as these items are themselves calculated based on the measure. The STIP goals are established at the beginning of the performance period and account for these adjustments. For fiscal year 2025, we did not attain the threshold adjusted pre-tax income level and as a result, the profitability and efficiency section of the STIP, which accounted for 70% of the plan, did not pay out. In order to unlock the operational reliability section of the plan, the Company had to attain 91% safety education completion. For fiscal year 2025, the Company attained 97.53% safety education completion, above the threshold required to unlock the operational reliability section of the plan. Threshold, target and maximum goals for each of the profitability and efficiency, reliability and engagement goals is set forth below.

  109. 2025 STIP Design

    | Metrics | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | | Profitability & Efficiency | | | | | | Adjusted Pretax Income(1) – Section Gate at $1.7B | | | | | | Adjusted Pretax Income(1) | 20% | $1.7B | $2.4B | $3.1B | | Relative AA TRASM % vs. Peers (Delta, United)(2) | 20% | 98% | 100% | 102% | | CASM, ex.(3) | 10% | 14.41 | 14.20 | 13.99 | | Mainline Workforce Efficiency | 10% | 2.76 | 2.86 | 2.96 | | Procurement Savings | 10% | $190M | $215M | $240M | | Operational Reliability | | | | | | Safety Education – Section Gate at 91% Completion | | | | | | Mainline CCF(4) | 9% | 99.5% | 99.7% | 99.9% | | Regional CCF(4) | 3% | 99.5% | 99.7% | 99.9% | | Mishandled Baggage Rate (MBR) | 8% | 9.6 | 9.0 | 8.4 | | Mainline D-0 | 3% | 58.5% | 61.0% | 63.5% | | Regional D-0 | 2% | 70.0% | 72.5% | 75.0% | | Culture | | | | | | Team Member Engagement | 5% | 91.00% | 94.00% | 98.00% |

  110. 2025 STIP Design

    | (1) Excludes special items, third-party business and performance pay. |

  111. 2025 STIP Design

    | (2) Excludes special items, refinery, and third-party business. |

  112. 2025 STIP Design

    | (3) Excludes special items, fuel and profit sharing, including associated payroll taxes and retirement contributions. |

  113. 2025 STIP Design

    | (4) Excludes Air Traffic Control (ATC) and weather cancellations. |

  114. 2025 STIP Design

    For fiscal year 2025, the Company attained safety education completion above the threshold required to unlock the operational reliability section of the plan. We also attained Mainline CCF and Regional CCF of 99.87% and 99.89%, respectively, Mainline D-0 of 60.11%, MBR of 7.54, and team member engagement at 99.01%. We did not attain our Regional D-0 threshold. Based on these weightings and the actual attainment levels, which were reviewed by a third party internal audit consulting firm, each named executive officer, other than Mr. Isom, who chose to not receive an STI award for 2025, received an STI award equal to 50.97% of target under the 2025 STIP, resulting in the dollar amounts set forth in the table below.

  115. 2025 STIP Design

    | Named Executive Officer | 2025 STIP Payout ($) | | Robert D. Isom | —* | | Stephen L. Johnson | 649,910 | | David G. Seymour | 519,237 | | Devon E. May | 519,237 | | Anthony J. Richmond | 519,237 |

  116. 2025 STIP Design

    | * Mr. Isom chose not to receive an STI award for 2025. |

  117. Long-Term Incentive Programs

    Long-Term Incentive Programs The third core component of our overall compensation program is a long-term equity incentive program that focuses our executives on our performance over time and further links their interests with stockholders. Stock-based awards, coupled with performance- and time-vesting requirements, provide an appropriate incentive to our executives to remain with the Company and meet the long-term goal of significantly increasing stockholder value. Consistent with our emphasis on pay-for-performance and our commitment to long-term value creation for our stockholders, our named executive officers’ total target direct compensation is weighted heavily toward long-term equity awards. The Compensation Committee determines the value of long-term equity awards to be granted to an executive officer based upon the executive’s level of responsibility and job classification level and the results of compensation market analyses. Historically, our LTIP has included both performance- and time-vesting RSUs, each weighted 50% by target value. Our 2025 LTIP for our named executive officers continued to include both performance-and time-vesting components, with the performance-vesting component weighted 50% by target value. Beginning with 2025 grants, in response to stockholder feedback, the Compensation Committee revised the time-vesting component of the 2025 LTIP such that it vests over a longer three year period: as to 33.33% of the shares on each of the first, second and third anniversaries of the grant date, subject to continued service through each applicable vesting date. The performance-vesting component of the 2025 LTIP will be earned, if at all, following the completion of a three-year performance period and is tied to the performance measures set forth below. Relative EBITDAR margin continues our focus on our margin gap improvement relative to the other network carriers, Delta and United. Total debt was added to the 2025 LTIP consistent with our commitment to pay down an additional $4B over the next three years. EPS improvement was an added metric with an annual escalator. NPS was retained as a customer experience metric and allows the Company to measure and focus on our long-term customer strategy. With the NPS goal, our customer experience and improvement will continue to be measured as part of the 2025 LTIP. The 2025 LTIP also includes an absolute stock price modifier to further align the 2025 LTIP with our stock price performance. The table below sets forth the 2025 target annual grant values for the named executive officers under the LTIP. Mr. Isom’s 2025 annual target grant value is significantly below the last reported values for the CEOs at Delta (2025) and United (2025), our two closest peers. The values for the other named executive officers were set to be competitive with their peers at our competitor airlines. Mr. Johnson’s increased annual LTI value represents his assumed responsibilities for our commercial organization in May 2024. His annual LTI value remains significantly lower than the second highest paid executives at Delta (202 5 ) and United (2025).

  118. Long-Term Incentive Programs

    | Named Executive Officer | 2025 Annual Target Grant Value ($) (1) | | Robert D. Isom | 11,250,000 | | Stephen L. Johnson | 6,375,000 | | David G. Seymour | 3,500,000 | | Devon E. May | 3,350,000 | | Anthony J. Richmond | 3,350,000 |

  119. Long-Term Incentive Programs

    | (1) Amounts reflect the annual LTIP target values which are converted into a target number of RSUs based on the closing price on the grant date and differ from the grant date fair values, as calculated in accordance with ASC Topic 718, set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table. The table above does not capture the make-whole new-hire or performance-based retention RSU grants, described below. |

  120. Long-Term Incentive Programs

    On May 1, 2025, the Compensation Committee granted to Mr. Richmond a make-whole new-hire grant consisting of 50% of time-vesting RSUs and 50% of performance-vesting RSUs with an aggregate value of approximately $5 million (which was converted into a target number of RSUs based on the closing price on the grant date). The make-whole grant to Mr. Richmond was designed to be economically equivalent to the compensation he left behind upon his departure from his prior employer. The time-vesting RSUs vest as to 33.33% of the shares on each of the first, second and third anniversaries of the grant date, subject to continued service through each applicable vesting date. The performance-vesting RSUs are subject to the same performance measures as set forth under the performance-vesting component of the 2025 LTIP described above and will vest no earlier than the third anniversary of the grant date, subject to attainment of the performance goals. In August 2025, the Compensation Committee awarded 100% performance -based retention RSU grants for Messrs. Seymour and May with a value of approximately $2 million (which was converted into a target number of RSUs based on the closing price on the grant date) tied to performance goals over a two-year performance period from July 1, 2025 to June 30, 2027 and subject to continued service through the second annual anniversary of the grant date. The award to Mr. Seymour is tied 75% to mainline CCF and 25% to regional CCF goals. Target payout is subject to attainment of both mainline and regional CCF of 99.70% over the two-year performance period. The award to Mr. May is tied 100% to procurement savings with a target objective of $600 million over the two-year performance period. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 12.5% and 200% in the case of Mr. Seymour and 50% and 200% in the case of Mr. May, in each case, depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved.

  121. 2023 LTIP Awards

    2023 LTIP Awards The 2023 LTIP grants for those named executive officers who were serving as executive officers as of the grant dates in 2023 were comprised of both time-vesting and performance-vesting RSUs. The performance-vesting RSUs were eligible to vest, subject to continued service through the third anniversary of the grant dates, based on the Company’s achievement of (i) total debt reduction from year-end 2022 to year-end 2025 (50% weighting) and (ii) adjusted pre-tax income margin improvement relative to the adjusted pre-tax income margin improvement for our industry peers (average of Delta and United) based on 2023-2025 adjusted pre-tax income margin over a 2019 baseline (50% weighting). Based on our achievement of total debt reduction from year-end 2022 to year-end 2025 of $9.3 billion, which was higher than the maximum total debt reduction goal of $7.5 billion, and lower than threshold adjusted pre-tax income margin improvement, the performance goals under the award were earned at 100% of target as of December 31, 2025. The awards remain subject to continued service requirements through the third anniversary of the grant dates.

  122. Equity Grant Policy

    Equity Grant Policy We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee has adopted an equity grant policy to standardize the timing, practices and procedures in granting equity awards. The policy provides 72

  123. STATEMENT

    STATEMENT that equity awards, other than new hire and promotion grants, will b e granted once per year at a regularly scheduled meeting of the Compensation Committee. In 2025, we did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers. 2023

  124. and

    | ∎ | Aligning Mr. Isom’s compensation and incentives with Company performance and the interests of our stockholders, recognizing that his long-term incentive compensation had not increased since 2020, notwithstanding his subsequent promotion from President to CEO. |

  125. Severance Benefits and Post Termination Restrictive Covenants

    Severance Benefits and Post Termination Restrictive Covenants Change in control and severance benefits are a customary component of executive compensation, which are generally used to reinforce and encourage executives’ continued attention and dedication to their assigned duties without the distraction arising from the possibility of a change in control. Beginning in 2023, following consultation with its independent compensation consultant and in line with market practices, the Compensation Committee approved entering into severance agreements with our executive officers that are triggered on certain involuntary terminations of their employment. These agreements were only entered into with those executives who also agreed to post-termination restrictive covenants to protect the Company and its investors. Each of our named executive officers have agreed to these post-employment restrictive covenants, including non-competition for a period of 24 months in the case of Mr. Isom and 18 months in the case of the other executives, and non-solicitation for a period of 24 months following the date the executive terminates employment with the Company. These restrictive covenants are in place irrespective of whether these executives receive severance in connection with their termination of employment. Mr. Isom’s severance agreement provides that in the event his employment is terminated by the Company without “cause” or he resigns for “good reason” (each as defined in the severance agreements, and collectively, an “Involuntary Termination”), he will be entitled to: (i) a cash severance payment equal to 24 months of his base salary plus two times his annual target cash incentive (payable in substantially equal installments over 24 months), (ii) a payment equal to 24 months’ COBRA premiums and (iii) continued vesting of outstanding equity awards for 24 months following the termination date, except as set forth in Mr. Isom’s grant agreements described below. Our other named executive officers have entered into severance agreements that provide that in the event of an Involuntary Termination, the executive will be entitled to: (i) a cash severance payment equal to 18 months of the executive’s base salary plus 1.5 times the executive’s annual target cash incentive (payable in substantially equal installments over 18 months), (ii) a payment equal to 18 months’ COBRA premiums and (iii) continued vesting of outstanding equity awards for 18 months following the termination date, except, in the case of Mr. Johnson, which is subject to acceleration as set forth in his grant agreements described below. The agreements also provide for travel privileges for the executive and eligible family members, pursuant to the terms of the Company’s travel policy for officers during the 18-month period following the termination date. If the executive has become eligible for retiree travel, the executive will continue to be eligible to receive retiree travel privileges in accordance with the terms of our retiree travel policy. Messrs. Isom, Johnson, May and Seymour previously vested into lifetime travel benefits. Each severance agreement also provides for acceleration of equity awards in the event of an Involuntary Termination within the 24 month period following a change in control, with equity awards subject to performance-vesting conditions vesting at the greater of target or the expected attainment level based on performance as of the termination date. The severance agreements require entering into an effective release of claims. Pursuant to the grant agreements under our equity incentive plans, our team members, including our named executive officers, are entitled to full acceleration of their RSUs in the event of (i) a termination due to death or “disability” or (ii) a “change in control” (each, as defined in the applicable plan and award agreements). In addition, subject to compliance with the post-employment restrictive covenants and delivery of an effective release of claims, because Mr. Johnson is retirement eligible (age of 55 and has ten or more years of service), under his grant agreements the vesting of each time-vesting RSU award granted to Mr. Johnson will accelerate in full in the event of his separation from service from the Company (other than a termination by the Company for “cause”), with performance-vesting RSUs remaining outstanding and eligible to vest based on actual performance through the end of the performance period. Subject to compliance with the post-employment restrictive covenants and delivery of an effective release of claims, Mr. Richmond’s grant agreement provides that in the event of his separation from service from the Company (other than a termination by the Company for “cause”) following the first anniversary of the grant date the vesting of the time-vesting RSUs will accelerate in full, with the performance-vesting RSUs remaining outstanding and eligible to vest based on actual performance through the end of the performance period; provided, that, in the case of the make-whole new-hire grant, only 50% of the time-vesting RSUs will accelerate in the event of his separation from service between the first and second anniversaries of the grant date, with 50% of the performance-vesting RSUs remaining outstanding and eligible to vest based on actual performance through the end of the performance period. Subject to compliance with the post-employment restrictive covenants and delivery of an effective release of claims, Mr. Isom’s grant agreements provide that RSUs granted to Mr. Isom will remain outstanding and will continue to vest upon termination (not including termination by the Company for “cause”), provided that equity awards granted within 12 months prior to the termination will only remain eligible to vest on a pro-rated basis and performance-vesting RSUs remain subject to the performance conditions. Under the STIP, if a team member separates from service with us and our affiliates while actively employed due to death or disability prior to the payment of the award, but is otherwise eligible for the award, the team member will be treated as having been actively employed on the date of payment of the award. Information on the estimated payments and benefits that our named executive officers would have been eligible to receive in the event of a termination or change in control as of December 31, 2025 pursuant to their equity awards, the STIP and other arrangements are set forth in “Potential Payments Upon Termination or Change in Control” on page 84.

  126. Section 280G/Section 4999 Policy

    Section 280G/Section 4999 Policy We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

  127. Section 280G/Section 4999 Policy

    | Report of the Compensation Committee of the Board of Directors |

  128. Section 280G/Section 4999 Policy

    The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2025. Respectfully submitted,

  129. Compensation Committee

    Compensation Committee Douglas M. Steenland (Chair) Denise M. O’Leary Vicente Reynal

  130. Compensation Committee

    | This report of the Compensation Committee is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act or the Exchange Act. |

  131. Compensation Committee

    | Executive Officers |

  132. Compensation Committee

    The following table lists AAG’s executive officers as of April 28, 2026, including their ages and principal occupations.

  133. Compensation Committee

    | Name | Age | Title | | Robert D. Isom | 62 | Chief Executive Officer, President and Director | | Stephen L. Johnson | 69 | Vice Chair and Chief Strategy Officer | | Devon E. May | 51 | Executive Vice President and Chief Financial Officer | | Nathaniel Pieper | 56 | Executive Vice President and Chief Commercial Officer | | Anthony J. Richmond | 66 | Executive Vice President, Corporate Affairs and Chief Legal Officer | | David G. Seymour | 61 | Executive Vice President and Chief Operating Officer |

  134. Compensation Committee

    Below is certain information as of April 28, 2026, regarding our executive officers (other than Robert D. Isom). For similar information regarding Mr. Isom as of April 28, 2026, see the section entitled “Proposal 1—Election of Directors” beginning on page 6.

  135. Compensation Committee

    | | Stephen L. Johnson | | | Stephen L. Johnson is Vice Chair and Chief Strategy Officer, a position he has held since May 2023. He was previously Executive Vice President, a position he held since January 2022 and prior to that he served as Executive Vice President—Corporate Affairs, a position he held since December 2013. He also serves on the board of directors and as deputy chair of Wizz Air Holdings PLC, a European airline company that trades on the London Stock Exchange. Previously, Mr. Johnson served as Executive Vice President—Corporate and Government Affairs for US Airways, a role he began in 2009. From 2003 to 2009, Mr. Johnson was a partner at Indigo Partners LLC, a private equity firm specializing in acquisitions and strategic investments in the airline, air finance and aerospace industries. Between 1995 and 2003, Mr. Johnson held a variety of positions with America West Airlines prior to its merger with US Airways, including Executive Vice President—Corporate. Prior to joining America West Airlines, Mr. Johnson served as Senior Vice President and General Counsel at GPA Group plc. He was also an attorney at Seattle-based law firm Bogle & Gates, where he specialized in corporate and aircraft finance and taxation. | | | Devon E. May | | | Devon E. May is Executive Vice President and Chief Financial Officer, a position he has held since January 2023. He was previously Senior Vice President of Finance and Investor Relations, a position he held since 2022. Mr. May has held various roles of increasing responsibility at AAG, including as Senior Vice President, Finance and American Eagle (2020 to 2022), Senior Vice President, American Eagle & Operations Planning (2019 to 2020), Senior Vice President, Network Strategy (2017 to 2019) and Senior Vice President, Finance (2016 to 2017). Mr. May joined AAG in 2013, upon its merger with US Airways, where he held a variety of positions in financial planning and analysis. Between 2002 and 2005, Mr. May held a variety of positions with America West Airlines prior to its merger with US Airways, including as Director, Alliances and Partnerships. Prior to joining America West Airlines, Mr. May served as a Senior Analyst, International Route Planning at Continental Airlines. |

  136. Compensation Committee

    | | Nathaniel Pieper | | | Nathaniel (“Nat”) Pieper is Executive Vice President and Chief Commercial Officer, a position he has held since November 2025. He most recently served as CEO of the oneworld alliance, where he integrated two new member airlines, launched sustainability and customer experience initiatives, and redefined the alliance’s mission and strategy to focus on premium experience, digital integration, and long-term structural success. Prior to oneworld, Nat held senior commercial and finance leadership roles at Alaska Air Group, Delta Air Lines and Northwest Airlines. At Alaska, he served as Senior Vice President of Fleet, Finance and Alliances & Treasurer (2019-2024). At Delta, he served as Senior Vice President for Europe, Middle East, Africa and India (2015-2019), with responsibility for all commercial activities, and as Vice President of Fleet Strategy and Transactions (2008-2015), overseeing multi-billion-dollar aircraft campaigns and a global fleet overhaul. Nat began his airline career at Northwest Airlines in 1997 and held a variety of positions in finance, strategy, and alliances before joining Delta’s leadership team following its merger with Northwest in 2008. | | | Anthony J. Richmond | | | Anthony J. Richmond is Executive Vice President, Corporate Affairs and Chief Legal Officer, a position he has held since May 2025. In this role, he leads American’s Legal Affairs team and the legal and labor relations strategy for the airline. Previously, he served as partner in the Corporate Department at the global law firm Latham & Watkins. Mr. Richmond began his career at Deloitte as a certified public accountant. | | | David G. Seymour | | | David G. Seymour is Executive Vice President and Chief Operating Officer, a position he has held since June 2020. He was previously Senior Vice President, Operations, a position he held since 2019. From 2016 to 2019, he served as Senior Vice President, Integrated Operations. Previously, he served as Senior Vice President, Technical Operations from 2013 to 2016. Mr. Seymour joined AAG upon its merger with US Airways, where, from 2002 to 2013, he held a variety of positions in operations and planning, including as Senior Vice President, Operations. Between 1999 and 2002, Mr. Seymour held a variety of positions with America West Airlines prior to its merger with US Airways, including as Vice President, Operations Planning and Performance. Mr. Seymour began his career serving as an airborne infantry officer in the U.S. Army. |

  137. Compensation Committee

    | Executive Compensation |

  138. Summary Compensation Table

    Summary Compensation Table The following table provides compensation earned by our named executive officers in the years ended December 31, 2025, 2024 and 2023. See the “Compensation Discussion and Analysis – 2023 Non-Recurring Compensation Elements” section on page 73 for a discussion of the non-recurring compensation elements reported in the Summary Compensation Table for 2023.

  139. Summary Compensation Table

    | Name and Principal Position during Fiscal 2025 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | All Other Compensation ($)(c) | Total ($)(d) | | Robert D. Isom Chief Executive Officer, President and Director | 2025 | 1,300,000 | — | 12,489,000 | —(e) | 82,825 | 13,871,825 | | | 2024 | 1,300,000 | — | 11,250,000 | 3,000,920 | 59,923 | 15,610,843 | | | 2023 | 1,300,000 | 2,750,000(f) | 19,500,000 | 7,778,160 | 110,002 | 31,438,162 | | Stephen L. Johnson Vice Chair and Chief Strategy Officer | 2025 | 850,000 | — | 7,077,000 | 649,910 | 75,298 | 8,652,208 | | | 2024 | 850,000 | — | 3,991,000 | 1,471,605 | 67,967 | 6,380,572 | | | 2023 | 826,346 | — | 6,046,000 | 3,270,125 | 64,613 | 10,207,084 | | David G. Seymour Executive Vice President and Chief Operating Officer | 2025 | 804,231(g) | — | 5,885,000 | 519,237 | 53,001 | 7,261,469 | | | 2024 | 775,000 | — | 2,965,000 | 1,118,170 | 36,728 | 4,894,898 | | | 2023 | 766,250 | 32,083(h) | 3,313,000 | 2,898,190 | 35,396 | 7,044,919 | | Devon E. May Executive Vice President and Chief Financial Officer | 2025 | 804,231(g) | — | 5,719,000 | 519,237 | 66,900 | 7,109,368 | | | 2024 | 775,000 | — | 2,965,000 | 1,118,170 | 66,361 | 4,924,531 | | | 2023 | 738,075 | 2,445,527(h) | 2,360,000 | 2,340,912 | 53,788 | 7,938,302 | | Anthony J. Richmond Executive Vice President, Corporate Affairs and Chief Legal Officer | 2025 | 523,481 | — | 8,729,000 | 519,237 | 91,411 | 9,863,129 |

  140. Summary Compensation Table

    | (a) RSUs granted by the Company during each of the fiscal years ending December 31, 2025, 2024 and 2023, respectively, to the named executive officers. The grant date fair value, as calculated in accordance with ASC Topic 718, of time-based RSUs is equal to the number of shares underlying the RSUs, multiplied by the closing price of our Common Stock on the date of grant. With respect to the annual performance-based RSUs, which were granted in 2025, and Mr. Richmond’s new hire make-whole grant, the grant date fair value is determined based on the closing price of our Common Stock on the date of grant multiplied by a factor reflecting achievement of the probable outcome of the Company’s (i) EBITDAR margin gap improvement relative to the EBITDAR margin gap improvement for a pre-defined group of airlines based on 2027 EBITDAR margin over a 2024 baseline, (ii) total debt as of December 31, 2027, (iii) annual EPS improvement over the performance period and (iv) a net promoter score performance goal over the performance period (which were based on the target attainment level) and a factor based on the Monte-Carlo simulation method that accounts for the projected impact of the stock price modifier performance metric measured in the second half of 2027. The Monte-Carlo simulation method utilizes multiple input variables to estimate the probability of achieving the performance objectives established for the award, including the expected volatility of our stock price and a risk-free interest rate of 4.24% (3.62% in the case of Mr. Richmond’s grant) derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the period. The aggregate maximum fair value of the performance-based component of the 2025 annual RSU grants assuming the highest level of achievement of the performance conditions is as follows: Mr. Isom: $16,875,000, Mr. Johnson: $9,562,000, Mr. Seymour: $5,250,000, Mr. May: $5,025,000, and Mr. Richmond: $5,025,000. The aggregate maximum fair value of the performance-based component of Mr. Richmond’s new hire make-whole grant assuming the highest level of achievement of the performance conditions is: $7,500,000. With respect to the performance-based retention grants of RSUs made to Messrs. Seymour and May, the grant date fair value is determined based on the closing price of our Common Stock on the date of grant multiplied by a factor reflecting achievement of the probable outcome (which were based on target attainment level) of the performance conditions tied to the attainment of mainline and regional CCF goals over the performance period in the case of Mr. Seymour and procurement savings over the performance period in the case of Mr. May. The aggregate maximum fair value of these performance-based retention RSU grants assuming the highest level of achievement of the performance conditions is $4,000,000. |

  141. Summary Compensation Table

    | (b) For 2025 and 2024, represents STIP payouts for each respective fiscal year. The STIP payouts for both the 2022 and 2023 programs are reflected as compensation for 2023 as the performance period for the 2022 STIP ran from April 1, 2022 through April 1, 2023 and the performance period for the 2023 STIP ran from January 1, 2023 through December 31, 2023. |

  142. Summary Compensation Table

    | (c) The following table provides the amounts of other compensation, including perquisites, paid to, or on behalf of, named executive officers during 2025 included in the “All Other Compensation” column. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company, except that flight benefits are valued based on the imputed taxable income to the executive, which valuation is greater than the incremental cost to the Company. |

  143. Summary Compensation Table

    | Flight privileges, medical examinations and financial advisory services are consolidated under “Perquisites and Other Benefits”. |

  144. Summary Compensation Table

    | Name | 401(k) Company Contributions ($)(1) | Relocation Expenses ($)(2) | Gross-Up Payments ($)(3) | Perquisites and Other Benefits($)(4) | | Robert D. Isom | 31,500 | — | 15,015 | 36,310 | | Stephen L. Johnson | 31,500 | — | 16,842 | 26,956 | | David G. Seymour | 31,500 | — | — | 21,501 | | Devon E. May | 31,500 | — | 10,564 | 24,836 | | Anthony J. Richmond | — | 70,480 | 7,042 | 13,889 |

  145. Summary Compensation Table

    | (1) Represents American’s contributions to American 401(k) Retirement plan, a broad-based tax qualified defined contribution plan, based on the same fixed and matching contribution formula applicable to all participants in this plan. |

  146. Summary Compensation Table

    | (2) Consists of relocation expenses including shipment of household goods, temporary housing and miscellaneous moving expenses, and $24,903 in related tax reimbursements. |

  147. Summary Compensation Table

    | (3) Amount represents tax gross-up payments with respect to flight privileges. |

  148. Summary Compensation Table

    | (4) The amounts consist of an annual physical examination (for Messrs. Isom, Seymour and May), financial advisory services, and flight benefits. For flight benefits, amounts are based on actual travel utilized, except that the amount for Mr. Seymour represents the annuitized value of his lifetime flight benefits which he previously vested into. |

  149. Summary Compensation Table

    | (d) Total compensation in fiscal year 2023 includes one-time and non-recurring compensation for the named executive officers that was not repeated in 2024 or 2025. While paid in 2023, these one-time and non-recurring compensation items included elements associated with executive promotions between 2020 and 2022, as well as cash incentive program payouts that were almost entirely attributed to 2022. |

  150. Summary Compensation Table

    | (e) Mr. Isom chose not to receive an STI award for 2025. |

  151. Summary Compensation Table

    | (f) Reflects a one-time cash payment to Mr. Isom. |

  152. Summary Compensation Table

    | (g) The 2025 base salaries of Messrs. Seymour and May were increased to $815,000 effective as of March 31, 2025. |

  153. Summary Compensation Table

    | (h) Reflects payments under cash retention agreements that were entered into with Messrs. May and Seymour, respectively, in prior years payable subject to each employee’s continued service through April 1, 2023. |

  154. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table provides information regarding grants of plan-based awards made to our named executive officers during the year ended December 31, 2025.

  155. Grants of Plan-Based Awards in 2025

    | | | Estimated Future Payout Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert D. Isom | | 1,300,000 | 2,600,000 | 5,200,000 | | | | | | | | 2/18/2025 | | | | 8,745 | 349,813(b) | 1,049,439 | | 6,864,000(b) | | | 2/18/2025 | | | | | | | 349,813(c) | 5,625,000(c) | | Stephen L. Johnson | | 637,500 | 1,275,000 | 2,550,000 | | | | | | | | 2/18/2025 | | | | 4,956 | 198,227(b) | 594,681 | | 3,889,000(b) | | | 2/18/2025 | | | | | | | 198,227(c) | 3,188,000(c) | | David G. Seymour | | 509,375 | 1,018,750 | 2,037,500 | | | | | | | | 2/18/2025 | | | | 2,721 | 108,830(b) | 326,490 | | 2,135,000(b) | | | 2/18/2025 | | | | | | | 108,830(c) | 1,750,000(c) | | | 8/18/2025 | | | | 18,983 | 151,860(d) | 303,720 | | 2,000,000(d) | | Devon E. May | | 509,375 | 1,018,750 | 2,037,500 | | | | | | | | 2/18/2025 | | | | 2,604 | 104,166(b) | 312,498 | | 2,044,000(b) | | | 2/18/2025 | | | | | | | 104,166(c) | 1,675,000(c) | | | 8/18/2025 | | | | 75,930 | 151,860(d) | 303,720 | | 2,000,000(d) | | Anthony J. Richmond | | 509,375 | 1,018,750 | 2,037,500 | | | | | | | | 5/1/2025 | | | | 4,175 | 166,999(b) | 500,997 | | 1,827,000(b) | | | 5/1/2025 | | | | | | | 166,999(c) | 1,675,000(c) | | | 5/1/2025 | | | | 6,231 | 249,252(e) | 747,756 | | 2,727,000(e) | | | 5/1/2025 | | | | | | | 249,252(f) | 2,500,000(f) |

  156. Grants of Plan-Based Awards in 2025

    | (a) Reflects potential payouts under the 2025 STIP. |

  157. Grants of Plan-Based Awards in 2025

    | (b) Represents the performance-vesting portion of the named executive officers’ 2025 annual RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) EBITDAR margin gap improvement relative to the EBITDAR margin gap improvement for a pre-defined group of airlines based on 2027 EBITDAR margin over a 2024 baseline, (ii) total debt as of December 31, 2027, (iii) annual EPS improvement over the performance period and (iv) a net promoter score performance goal over the performance period, with the resulting attainment level multiplied by an absolute stock price modifier measured in the second half of 2027. The number of shares that will be issued with respect to the performance vesting RSUs varies between 2.5% and 300% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. The grant date fair value is determined based on the closing price of our Common Stock on the date of grant multiplied by a factor reflecting achievement of the probable outcome (which was 100%) of the financial and operational performance-based goals and a Monte-Carlo factor that accounts for the projected impact of the stock price modifier performance metric. |

  158. Grants of Plan-Based Awards in 2025

    | (c) Represents the time-vesting portion of the named executive officers’ 2025 annual RSU awards that vest, subject to the executive’s continued service, with respect to 33.33% of the shares on each of the first, second and third anniversaries of the grant date. The grant date fair value is equal to the number of shares underlying the RSUs, multiplied by the closing price of our Common Stock on the date of grant. |

  159. Grants of Plan-Based Awards in 2025

    | (d) Represents a performance-based retention grant of RSUs that vest on the second anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of mainline and regional CCF goals in the case of Mr. Seymour and procurement savings goals in the case of Mr. May, in each case, over a two-year performance period. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 12.5% and 200% in the case of Mr. Seymour and 50% and 200% in the case of Mr. May, in each case, depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. The grant date fair value is determined based on the closing price of our Common Stock on the date of grant multiplied by a factor reflecting achievement of the probable outcome (which was 100%) of the financial and operational performance-based goals. |

  160. Grants of Plan-Based Awards in 2025

    | (e) Represents the performance-vesting portion of Mr. Richmond’s new hire make-whole grant of RSU awards. The RSUs vest on the third anniversary of the grant date, subject to Mr. Richmond’s continued service and based on the Company’s achievement of (i) EBITDAR margin gap improvement relative to the EBITDAR margin gap improvement for a pre-defined group of airlines based on 2027 EBITDAR margin over a 2024 baseline, (ii) total debt as of December 31, 2027, (iii) annual EPS improvement over the performance period and (iv) a net promoter score performance goal over the performance period, with the resulting attainment level multiplied by an absolute stock price modifier measured in the second half of 2027. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 2.5% and 300% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. The grant date fair value is determined based on the closing price of our Common Stock on the date of grant multiplied by a factor reflecting achievement of the probable outcome (which was 100%) of the financial and operational performance-based goals and a Monte-Carlo factor that accounts for the projected impact of the stock price modifier performance metric. |

  161. Grants of Plan-Based Awards in 2025

    | (f) Represents the time-vesting portion of Mr. Richmond’s new hire make-whole grant of RSU awards. The RSU awards that vest, subject to Mr. Richmond’s continued service, with respect to 33.33% of the shares on each of the first, second and third anniversaries of the grant date. The grant date fair value is equal to the number of shares underlying the RSUs, multiplied by the closing price of our Common Stock on the date of grant. |

  162. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding all outstanding equity awards held by each of our named executive officers as of December 31, 2025.

  163. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(a) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(a) | | Robert D. Isom | 2/18/2025 | 349,813(b) | 5,362,633 | 432,019(c) | 6,622,852 | | | 2/27/2024 | 123,070(d) | 1,886,663 | 180,985(e) | 2,774,492 | | | 9/20/2023 | — | — | 430,704(f) | 6,602,692 | | | 9/20/2023 | — | — | 421,133(g) | 6,455,964 | | Stephen L. Johnson | 2/18/2025 | 198,227(b) | 3,038,820 | 244,810(c) | 3,752,943 | | | 2/20/2024 | 46,155(d) | 707,556 | 67,874(e) | 1,040,508 | | | 9/20/2023 | — | — | 140,704(f) | 2,156,992 | | | 9/20/2023 | 60,518(h) | 927,741 | — | — | | David G. Seymour | 8/18/2025 | — | — | 151,860(i) | 2,328,014 | | | 2/18/2025 | 108,830(b) | 1,668,364 | 134,405(c) | 2,060,429 | | | 2/20/2024 | 34,289(d) | 525,650 | 50,425(e) | 773,015 | | | 7/12/2023 | — | — | 12,200(g) | 187,026 | | | 5/2/2023 | — | — | 103,848(f) | 1,591,990 | | Devon E. May | 8/18/2025 | — | — | 151,860(i) | 2,328,014 | | | 2/18/2025 | 104,166(b) | 1,596,865 | 128,645(c) | 1,972,128 | | | 2/20/2024 | 34,289(d) | 525,650 | 50,425(e) | 773,015 | | | 5/2/2023 | — | — | 85,693(f) | 1,313,674 | | Anthony J. Richmond | 5/1/2025 | 166,999(b) | 2,560,095 | 206,244(c) | 3,161,717 | | | 5/1/2025 | 249,252(j) | 3,821,033 | 307,826(k) | 4,718,976 |

  164. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (a) The market value of RSUs was calculated by multiplying $15.33, the closing price of a share of our Common Stock on December 31, 2025, by the number of unvested RSUs outstanding under the award. |

  165. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (b) Represents the time-vesting portion of the named executive officer’s 2025 annual RSU awards that vest, subject to the executive’s continued service, with respect to 33.33% of the shares on each of the first, second and third anniversaries of the grant date. |

  166. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (c) Represents the performance-vesting portion of the named executive officers’ 2025 annual RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) EBITDAR margin gap improvement relative to the EBITDAR margin gap improvement for a pre-defined group of airlines based on 2027 EBITDAR margin over a 2024 baseline, (ii) total debt as of December 31, 2027, (iii) annual EPS improvement over the performance period and (iv) a net promoter score performance goal over the performance period, with the resulting attainment level multiplied by an absolute stock price modifier measured in the second half of 2027. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 2.5% and 300% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our expected attainment level as of December 31, 2025, the target number of RSUs is shown after giving effect to below-threshold attainment in respect of the 2025 EPS metric. |

  167. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (d) Represents the time-vesting portion of the named executive officer’s 2024 annual RSU awards that vest, subject to the executive’s continued service, with respect to 66.66% of the shares on the first anniversary of the grant date and with respect to 33.33% of the shares on the second anniversary of the grant date. |

  168. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (e) Represents the performance-vesting portion of the named executive officers’ 2024 annual RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) EBITDAR margin gap improvement relative to the EBITDAR margin gap improvement for a pre-defined group of airlines based on 2024-2026 EBITDAR margin over a 2023 baseline and (ii) average net promoter score performance goal for 2024-2026. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 5% and 200% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our expected attainment level as of December 31, 2025, the threshold number of RSUs is shown. Given that the awards were tracking significantly below the threshold attainment level, in February 2026, the named executive officers agreed to forfeit the performance-vesting portion of their 2024 annual RSU awards and the grants were forfeited. |

  169. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (f) Represents the performance-vesting portion of the named executive officers’ 2023 annual RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) total debt reduction from year-end 2022 to year-end 2025 and (ii) pre-tax income margin improvement relative to the pre-tax income margin improvement for a pre-defined group of airlines based on 2023-2025 pre-tax income margin over a 2019 baseline. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 25% and 200% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our actual attainment level as of December 31, 2025, the maximum number of RSUs is shown in respect of the shares tied to the total debt reduction goal and 0% of the target number of RSUs is shown in respect of the shares tied to the pre-tax income margin improvement goal. |

  170. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (g) Represents the performance-vesting portion of the named executive officers’ 2023 one-time and promotion RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) total debt reduction from year-end 2022 to year-end 2025 and (ii) pre-tax income margin improvement relative to the pre-tax income margin improvement for a pre-defined group of airlines based on 2023-2025 pre-tax income margin over a 2019 baseline. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 25% and 200% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our actual attainment level as of December 31, 2025, the maximum number of RSUs is shown in respect of the shares tied to the total debt reduction goal and 0% of the target number of RSUs is shown in respect of the shares tied to the pre-tax income margin improvement goal. |

  171. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (h) Represents time-vesting RSU awards that vest over three years, with one third of the shares vesting on each of the first, second and third anniversaries of the grant date. |

  172. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (i) Represents a performance-based retention grant of RSUs that vest on the second anniversary of the grant date, subject to the executive’s continued service, and based on the Company’s achievement of mainline and regional CCF goals in the case of Mr. Seymour and procurement savings goals in the case of Mr. May, in each case, over a two-year performance period. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 12.5% and 200% in the case of Mr. Seymour and 50% and 200% in the case of Mr. May, in each case, depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our expected attainment level as of December 31, 2025, the target number of RSUs is shown with respect to Mr. Seymour and Mr. May’s grants. |

  173. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (j) Represents the time-vesting portion of Mr. Richmond’s new hire make-whole RSU awards that vest, subject to Mr. Richmond’s continued service, with respect to 33.33% of the shares on each of the first, second and third anniversaries of the grant date. |

  174. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (k) Represents the performance-vesting portion of Mr. Richmond’s new hire make-whole RSU awards that vest on the third anniversary of the grant date, subject to Mr. Richmond’s continued service and based on the Company’s achievement of (i) EBITDAR margin gap improvement relative to the EBITDAR margin gap improvement for a pre-defined group of airlines based on 2027 EBITDAR margin over a 2024 baseline, (ii) total debt as of December 31, 2027, (iii) annual EPS improvement over the performance period and (iv) a net promoter score performance goal over the performance period, with the resulting attainment level multiplied by an absolute stock price modifier measured in the second half of 2027. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 2.5% and 300% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our expected attainment level as of December 31, 2025, the target number of RSUs is shown after giving effect to below-threshold attainment in respect of the 2025 EPS metric. |

  175. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table provides information regarding the vesting of RSUs held by the named executive officers during the year ended December 31, 2025. Our named executive officers did not hold any options or SARs during 2025.

  176. Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(a) | | Robert D. Isom | 584,762 | 8,022,741 | | Stephen L. Johnson | 293,293 | 4,138,160 | | David G. Seymour | 161,886 | 2,313,582 | | Devon E. May | 125,040 | 1,801,139 | | Anthony J. Richmond | — | — |

  177. Options Exercised and Stock Vested

    | (a) Represents the closing market price of a share of our Common Stock on the date of vesting, multiplied by the number of shares that vested. |

  178. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section quantifies payments that would be made to our named executive officers upon a change in control or following certain qualifying terminations of employment. For a description of these benefits, please see “Compensation Discussion and Analysis – Severance Benefits and Post Termination Restrictive Covenants.” The estimated amounts of the respective benefits for each of our named executive officers, assuming the triggering event occurred on December 31, 2025, are provided in the table below. The table below reflects the termination and/or change in control benefits payable to each named executive officer under agreements and plans in which he or she participates that were in effect as of the end of the fiscal year.

  179. Potential Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Termination | Change in Control ($) | Involuntary Termination ($) | Involuntary Termination with Change in Control ($) | Death ($) | Disability ($) | Any Other Qualifying Termination ($)(f) | | Robert D. Isom | | | | | | | | Base Salary(a) | — | 2,600,000 | 2,600,000 | — | — | — | | Annual Incentive Award(b) | — | 5,200,000 | 5,200,000 | 1,325,220 | 1,325,220 | — | | COBRA(c) | — | 62,555 | 62,555 | — | — | — | | Acceleration of Unvested RSUs(d) | 32,828,360 | 23,722,013 | 32,828,360 | 32,828,360 | 32,828,360 | 22,468,285 | | Flight Privileges(e) | — | 244,343 | 244,343 | 155,470 | 244,343 | 244,343 | | Stephen L. Johnson | | | | | | | | Base Salary(a) | — | 1,275,000 | 1,275,000 | — | — | — | | Annual Incentive Award(b) | — | 1,912,500 | 1,912,500 | 649,910 | 649,910 | — | | COBRA(c) | — | 34,184 | 34,184 | — | — | — | | Acceleration of Unvested RSUs(d) | 12,862,592 | 11,624,560 | 12,862,592 | 12,862,592 | 12,862,592 | 11,624,560 | | Flight Privileges(e) | — | 259,310 | 259,310 | 176,048 | 259,310 | 259,310 | | David G. Seymour | | | | | | | | Base Salary(a) | — | 1,222,500 | 1,222,500 | — | — | — | | Annual Incentive Award(b) | — | 1,528,125 | 1,528,125 | 519,237 | 519,237 | — | | COBRA(c) | — | 46,710 | 46,710 | — | — | — | | Acceleration of Unvested RSUs(d) | 10,015,947 | 4,189,919 | 10,015,947 | 10,015,947 | 10,015,947 | — | | Flight Privileges(e) | — | 140,509 | 140,509 | 92,078 | 140,509 | 140,509 | | Devon E. May | | | | | | | | Base Salary(a) | — | 1,222,500 | 1,222,500 | — | — | — | | Annual Incentive Award(b) | — | 1,528,125 | 1,528,125 | 519,237 | 519,237 | — | | COBRA(c) | — | 52,436 | 52,436 | — | — | — | | Acceleration of Unvested RSUs(d) | 9,386,157 | 3,676,916 | 9,386,157 | 9,386,157 | 9,386,157 | — | | Flight Privileges(e) | — | 257,118 | 257,118 | 186,360 | 257,118 | 257,118 | | Anthony J. Richmond | | | | | | | | Base Salary(a) | — | 1,222,500 | 1,222,500 | — | — | — | | Annual Incentive Award(b) | — | 1,528,125 | 1,528,125 | 519,237 | 519,237 | — | | COBRA(c) | — | 18,551 | 18,551 | — | — | — | | Acceleration of Unvested RSUs(d) | 14,676,594 | 4,254,090 | 14,676,594 | 14,676,594 | 14,676,594 | — | | Flight Privileges(e) | — | 18,129 | 18,129 | — | — | — |

  180. Potential Payments Upon Termination or Change in Control

    | (a) On an involuntary termination, represents 24 months of base salary for Mr. Isom and 18 months of the executive’s base salary for Messrs. Johnson, Seymour, May and Richmond. |

  181. Potential Payments Upon Termination or Change in Control

    | (b) On an involuntary termination, represents two times Mr. Isom’s annual target cash incentive and 1.5 times the executive’s annual target cash incentive for Messrs. Johnson, Seymour, May and Richmond. On death or disability, amount represents the amount of the annual incentive award earned by each named executive officer under the 2025 STIP which was attained at 50.97% of target. |

  182. Potential Payments Upon Termination or Change in Control

    | (c) On an involuntary termination, represents a payment equal to 24 months’ COBRA premiums for Mr. Isom, and a payment equal to 18 months’ COBRA premiums for Messrs. Johnson, Seymour, May and Richmond. |

  183. Potential Payments Upon Termination or Change in Control

    | (d) Aggregate value of unvested RSUs is calculated at a price of $15.33, the closing price of a share of our Common Stock on December 31, 2025, multiplied by the number of unvested RSUs outstanding under each award. The table captures the performance-vesting portion of the named executive officers’ 2024 RSU awards, as applicable, even though they were forfeited in February 2026. The performance-vesting portion of the named executive officer’s 2023 RSU awards are valued based on our actual attainment level as of December 31, 2025 of 100% of target. The performance-vesting portion of the named executive officer’s 2024 and 2025 RSU awards, as applicable, |

  184. Potential Payments Upon Termination or Change in Control

    | are valued based on target in the case of a change in control, involuntary termination with change in control, death and disability, and in the case of the involuntary termination and, if applicable, any other qualifying termination scenarios are valued based on the probable attainment level as of December 31, 2025. For a description of these vesting acceleration benefits, please see “Compensation Discussion and Analysis – Severance Benefits and Post Termination Restrictive Covenants.” |

  185. Potential Payments Upon Termination or Change in Control

    | (e) As of December 31, 2025, each of Messrs. Isom, Johnson, Seymour and May were vested into positive space flight lifetime travel benefits and are entitled to continued receipt of these benefits upon their termination of employment, other than coverage of income tax liability. The calculation of the positive space lifetime travel benefits is based on the terms of the non-revenue travel policy for executive officers currently in effect. Under his severance agreement with the Company, in the case of an Involuntary Termination, Mr. Richmond was entitled to travel privileges pursuant to the terms of the Company’s travel policy for officers during the 18-month period following the termination date. Reflects the present value of future travel calculated using a discount rate of 5.3% and Pri-2012 Employee Table, with white collar adjustments, increased by 3.0% at all ages, and then projected generationally from 2012 with Scale MP-2021, and assumes the annual level of usage is the same as the executive’s actual usage for 2025 (excluding travel between Phoenix and Dallas/Fort Worth and between Orange County and Dallas/Fort Worth for Mr. Johnson) with a valuation based on imputed income and a 1% annual increase in the cost of travel. |

  186. Potential Payments Upon Termination or Change in Control

    | (f) Represents for Messrs. Isom and Johnson, the vesting of certain RSUs on any termination without “cause,” including retirement. |

  187. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Isom, who served as CEO as of December 31, 2025. We offer competitive compensation to our team members. As one of the world’s largest airlines, some of our unique characteristics may make comparisons to the pay ratios at other airlines or companies difficult. We employ over 139,000 team members; our route network is vast and unique; and we insource more of our flying and services than our U.S. peers. For example, American operates three wholly-owned regional airlines, and approximately 24% of our total workforce is employed by those airlines. Additionally, as of December 31, 2024, our pay ratio includes approximately 16% part-time and temporary team members. In 2025, mainline and regional salaries, wages and benefits were our largest expense and represented approximately 38% of our total operating expenses. Approximately 86% of our employees as of December 31, 2025 were represented by various labor unions responsible for negotiating the collective bargaining agreements covering their compensation and job duties, among other things. The Company’s employment footprint is quite diverse—with some positions requiring initial education and licensing requirements as well as ongoing certification work. Compensation for positions with more rigorous requirements for continued employment and that draw from smaller applicant pools generally utilize higher pay bands than those positions with fewer educational and training requirements and larger applicant pools. For 2025, our median team member is the same person identified in 2024 because we have determined that there have been no changes in our employee population or employee compensation arrangements during 2025 that would significantly impact this pay ratio disclosure. The annual total compensation of the selected team member as the median of all our employees across the Company (other than our CEO) was $89,429, while the annual total compensation of our CEO was $13,871,825, as outlined in the “Summary Compensation Table” above. Based on this information, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was estimated to be 155.1 to 1, calculated in accordance with SEC rules. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  188. Pay Ratio Comparisons

    Pay Ratio Comparisons The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  189. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, the table below sets forth additional information concerning the compensation of each individual who served as our Chief Executive Officer (“CEO”) and our other (“non-CEO”) named executive officers for each of the fiscal years ended December 31, 2025, 2024, 2023, 2022, and 2021, and our financial and total stockholder return (“TSR”) performance for each such fiscal year. Mr. Isom has served as our CEO beginning March 2022 and Mr. Parker served as our CEO prior to that.

  190. Pay Versus Performance Table

    Pay Versus Performance Table

  191. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total: Mr. Isom ($) (1) | CAP: Mr. Isom ($) (2) | Summary Compensation Table Total: Mr. Parker ($) (1) | CAP: Mr. Parker ($) (2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($) (1) | Average CAP: Non- CEO Named Executive Officers ($) (2) | AAG Total Stockholder Return ($) (3) | Peer Group Total Stockholder Return ($) (3) | Net Income (Loss) ($) (in millions) | Adjusted Pre-Tax Income Margin % (4) | | 2025 | 13,871,825 | 3,351,805 | — | — | 8,221,544 | 10,228,722 | 97.21 | 84.59 | 111 | 0.6% | | 2024 | 15,610,843 | 23,988,818 | — | — | 4,648,523 | 4,531,378 | 61.00 | 60.99 | 846 | 3.4% | | 2023 | 31,438,162 | 33,817,502 | — | — | 9,530,121 | 9,827,888 | 48.08 | 61.60 | 822 | 4.7% | | 2022 | 4,886,649 | 3,507,095 | 6,537,694 | 3,881,181 | 3,400,714 | 2,422,634 | 44.52 | 48.04 | 127 | 0.9% | | 2021 | — | — | 7,238,011 | 8,128,613 | 3,892,813 | 4,197,060 | 62.85 | 74.23 | (1,993) | (23.2%) |

  192. Pay Versus Performance Table

    | (1) Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for Messrs. Isom and Parker for each year where they served as CEO and the average of the total compensation as reported in the Summary Compensation Table for our remaining named executive officers for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year: |

  193. Pay Versus Performance Table

    | Year | CEO | Non-CEO Named Executive Officers | | 2025 | Robert D. Isom | Stephen L. Johnson, David G. Seymour, Devon E. May, and Anthony J. Richmond | | 2024 | Robert D. Isom | Stephen L. Johnson, Devon E. May, David G. Seymour, Priya Aiyar, and Vasu Raja | | 2023 | Robert D. Isom | Stephen L. Johnson, Priya Aiyar, Devon E. May, and Vasu Raja | | 2022 | Robert D. Isom and Doug Parker | Derek Kerr, Stephen L. Johnson, Maya Leibman, and David G. Seymour | | 2021 | Doug Parker | Robert D. Isom, Derek Kerr, Stephen L. Johnson, and Maya Leibman |

  194. Pay Versus Performance Table

    | (2) Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining named executive officers for 2025 reflects the following adjustments from total compensation reported in the Summary Compensation Table: |

  195. Pay Versus Performance Table

    | | 2025 | | | Adjustments | Mr. Isom ($) | Average Non-CEO Named Executive Officers ($) | | Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2025 (“FY25”) | (12,489,000) | (6,852,500) | | Year-end Fair Value of Outstanding and Unvested Equity Awards Granted in FY25 | 16,764,258 | 11,077,868 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years based on change from FY24 Year-end to FY25 Year-end | (12,625,618) | (1,753,106) | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in FY25 based on change from FY24 Year-end to Vesting Date in FY25 | (2,169,660) | (465,084) | | Deduction of FY24 Year-end Fair Value of Equity Awards Granted in Prior Years that were Forfeited during FY25 | — | — | | Total Adjustments | (10,520,020) | 2,007,178 |

  196. Pay Versus Performance Table

    | Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (1) for time-based RSU awards, the closing price of a share of our Common Stock on the applicable year-end date(s) or, in the case of vesting dates, the closing price of a share of our Common Stock on the applicable vesting dates, and (2) for performance-based RSU awards, the same valuation methodology as time-based RSU awards except year-end values are multiplied by a factor reflecting achievement of the probable outcome of the applicable performance conditions as of the measurement date (which as of December 31, 2025 was 100%, 0% and 95% of target for the 2023, 2024 and 2025 grants, respectively) as modified in the case of the 2025 grants based on the Monte-Carlo factor that accounts for the projected impact of the stock price modifier performance metric. |

  197. Pay Versus Performance Table

    | (3) Pursuant to the SEC rules, TSR reflects an initial investment of $100 on December 31, 2020, and that all dividends, if any, were reinvested. The Peer Group Total Stockholder Return represents the cumulative TSR of the ARCA Airline Index (the “Peer Group TSR”). |

  198. Pay Versus Performance Table

    | (4) Adjusted pre-tax income margin is a non-GAAP measure and excludes net special items. See Appendix C for a reconciliation of pre-tax income margin excluding net special items, a non-GAAP measure. |

  199. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for 2025:

  200. Pay Versus Performance Tabular List

    | ∎ | Stock price/total stockholder return; |

  201. Pay Versus Performance Tabular List

    | ∎ | Adjusted pre-tax income and pre-tax income margin; |

  202. Pay Versus Performance Tabular List

    | ∎ | Adjusted EBITDAR margin; |

  203. Pay Versus Performance Tabular List

    | ∎ | Adjusted TRASM; and |

  204. Pay Versus Performance Tabular List

    | ∎ | Total debt. |

  205. Pay Versus Performance Tabular List

    For additional details regarding our performance measures, please see the sections entitled “Annual Cash Incentive Program” and “Long-Term Incentive Programs” in our “Compensation Discussion and Analysis” beginning on pages 68 and 71, respectively.

  206. Pay Versus Performance Tabular List

    | Equity Compensation Plan Information |

  207. Pay Versus Performance Tabular List

    The following table provides information about our Common Stock that may be issued under our equity compensation plans as of December 31, 2025, which consists of the 2023 Incentive Award Plan (the “2023 Plan”) and the 2013 Incentive Award Plan (the “2013 Plan”).

  208. Pay Versus Performance Tabular List

    | Plan Category | (i) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (ii) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | (iii) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (i)) | | Equity Compensation Plans Approved by Security Holders(a) | 7,132,720(b) | — | 2,984,460 | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 7,132,720 | — | 2,984,460 |

  209. Pay Versus Performance Tabular List

    | (a) On May 10, 2023, our stockholders approved the 2023 Plan which replaced the 2013 Plan. The 2013 Plan was approved by the Bankruptcy Court in connection with AMR Corporation’s bankruptcy plan and further approved by the Board on December 9, 2013. Under Delaware law, as part of the reorganization, the 2013 Plan was deemed to be approved by our stockholders. |

  210. Pay Versus Performance Tabular List

    | (b) Consists of 7,132,720 stock-settled RSUs. |

  211. Pay Versus Performance Tabular List

    | Other Matters |