What changed in this filing

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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 76 added, 34 removed, 895 unchanged (11% of the section changed)

31 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity (deficit) for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 21, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ deficit for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 19, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

24 unchanged sentences

In our opinion, American maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of American as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholder’s equity for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 21, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of American as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows, and stockholder’s equity for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 19, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

24 unchanged sentences

Except as stated below, the information required by this Item will be set forth in the Proxy Statement under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Board Composition” and “Information About the Board of Directors and Corporate Governance” and is incorporated by reference into this Annual Report on Form 10-K.

AAG and American have adopted an Amended and Restated Insider Trading Compliance Policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of our Amended and Restated Insider Trading Compliance Policy is filed as Exhibit 19.1 to this report.

AAG and American have adopted Standards of Business Conduct (the Ethics Standards) within the meaning of Item 406(b) of Regulation S-K.

3 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this Item will be set forth in the Proxy Statement under the captions “Information About the Board of Directors and Corporate Governance - Risk Assessment with Respect to Compensation Practices,” “Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Compensation Committee Report” and is incorporated by reference into this Annual Report on Form 10-K.

The information required by this Item will be set forth in the Proxy Statement under the captions “Information About the Board of Directors and Corporate Governance - Risk Assessment with Respect to Compensation Practices,” “Director Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation” and “Report of the Compensation Committee of the Board of Directors” and is incorporated by reference into this Annual Report on Form 10-K.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

10 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 3 , 202 2 and 20 21

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Balance Sheets at December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 4 , 202 3 and 20 22

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 202 3 , 202 2 and 20 21

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements

3 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 202 4 , 202 3 and 20 22

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 202 3 , 202 2 and 202 1

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 202 4 , 202 3 and 20 22

Consolidated Balance Sheets at December 31, 202 4 and 20 23

13 unchanged sentences

(incorporated by reference to Exhibit 3.1 to AAG’s Current Report on Form 8-K filed on June 13, 2018 (Commission File No.

3.3 Third Amended and Restated Bylaws of American Airlines Group Inc .

(incorporated by reference to Exhibit 3.3 to AAG ’ s Annual Report on Form 10 - K for the year ended December 31, 2022 (Commission File No.

3.4 Amendment to the Third Amended and Restated Bylaws of American Airlines Group Inc.

(incorporated by reference to Exhibit 3.1 to AAG’s Current R eport on Form 8-K filed on February 3, 2023 (Commission File No.

3.3 Fourth Amended and Restated Bylaws of American Airlines Group Inc.

(incorporated by reference to Exhibit 3.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (Commission File No.

3.4 Amended and Restated Certificate of Incorporation of American Airlines, Inc.

242 unchanged sentences

and American Stock Transfer & Trust Company, LLC, which includes the Form of Certificate of Designations of Series B Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form 8-K filed on December 22, 2021 (Commission File No.

4.155 Amendment No.

1 to the Tax Benefit Preservation Plan, dated as of October 31, 2024, by and between American Airlines Group Inc.

and Equiniti Trust Company, LLC, as rights agent.

(incorporated by reference to Exhibit 4.1 to AAG’s Current Report on Form 8-K filed on November 1, 2024 (Commission File No.

4.156 Form of Amendment to Trust Indenture and Security Agreement (Amendment to Trust Indenture and Security Agreement between American Airlines, Inc., Wilmington Trust Company, not in its individual capacity, but solely as Indenture Trustee, and Wilmington Trust, National Association, as Securities Intermediary) (incorporated by reference to Exhibit B to Exhibit 4.6 to American’s Current Report on Form 8-K filed on May 16, 2018 (Commission File No.

131 unchanged sentences

10.23 Fifth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of September 17, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (Commission File No.

10.24 Sixth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto.

24 to AAG ’ s Annual Report on Form 10-K for the year ended December 31, 20 23 (Commission File No.

10.25 Seventh Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of November 8, 2019, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.10 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

10.26 Eighth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of January 29, 2020, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.3 to AAG’s quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (Commission File No.

10.27 Ninth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of March 13, 2023, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.4 to AAG’s quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (Commission File No.

10.28 Tenth Amendment to the Amended and Restated Credit and Guaranty Agreement, dated as of June 4, 2024, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Citibank N.A., as administrative agent, and certain other parties thereto (incorporated by reference to Exhibit 10.2 to AAG’s quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (Commission File No.

10.29 First Amendment and Restatement Agreement, dated as of May 21, 2015, in relation to the Credit and Guaranty Agreement, dated as of June 27, 2013 (as amended), among American Airlines Group Inc.

6 unchanged sentences

10.33 Fourth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of May 15, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (Commission File No.

10.31 Fifth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender.

10.34 Fifth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of December 10, 2018, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lende r (incorporated by reference to Exhibit 10.

3 1 to AGG ’ s Annual Report on For m 10-K for the year ended December 31, 20 23 (Commission File No.

10.35 Sixth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of November 8, 2019, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and Barclays Bank PLC, as designated replacement term lender (incorporated by reference to Exhibit 10.17 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

10.36 Seventh Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of February 15, 2023, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (Commission File No.

10.37 Eighth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of March 13, 2023, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (Commission File No.

10.38 Ninth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of June 4, 2024, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (Commission File No.

10.39 Tenth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of December 19, 2024, amending the Amended and Restated Credit and Guaranty Agreement, dated as of May 21, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to AAG’s Current Report on Form 8-K filed on December 23, 2024 (Commission File No.

10.40 Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc.

6 unchanged sentences

10.44 Fourth Amendment to Credit and Guaranty Agreement, dated as of December 10, 2018, amending the Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc.

as borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, Barclays Bank PLC, as administrative agent.

10.38 Fifth Amendment to Credit and Guaranty Agreement, dated as of November 8, 2019, amending the Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc.

as borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.

3 7 to AAG ’ s Annual Report on Form 10-K for the year ended December 31, 20 23 (Commission File No.

10.45 Fifth Amendment to Credit and Guaranty Agreement, dated as of November 8, 2019, amending the Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc.

as borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.23 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2019 (Commission File No.

10.46 Sixth Amendment to Credit and Guaranty Agreement, dated as of March 13, 2023, amending the Credit and Guaranty Agreement, dated as of April 29, 2016, among American Airlines, Inc.

as borrower, American Airlines Group Inc., as parent and guarantor, the lenders party thereto, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended S eptember 30, 2024 (Commission File No.

10.47 Purchase Agreement No.

70 unchanged sentences

3219 dated as of October 15, 2008, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.

1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

and The Boeing Company (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

10.66 Supplemental Agreement No.

2 unchanged sentences

and The Boeing Company (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

10.67 Supplemental Agreement No.

21, dated as of February 15, 2024, to Purchase Agreement No.

3219 dated as of October 15, 2008, by and between American Airlines, Inc.

and The Boeing Company.

(incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No.

10.68 A320 Family Aircraft Purchase Agreement, dated as of July 20, 2011, between American Airlines, Inc.

39 unchanged sentences

10.82 Amendment No.

14, dated as of October 8, 2020, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc.

as buyer, dated as of July 20, 2011, as amended, restated, amended and restated, supplemented or otherwise (incorporated by reference to Exhibit 10.60 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No.

10.83 Amendment No.

15, dated as of June 30, 2021, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc.

1 unchanged sentence

10.84 Amendment No.

14, dated as of October 8, 2020, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc.

16, dated as of March 2, 2024, to the A320 Family Aircraft Purchase Agreement between Airbus S.A.S., as seller, and American Airlines, Inc.

as buyer, dated as of July 20, 2011.

(incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No.

10.85 Purchase Agreement No.

22 unchanged sentences

03735 dated as of February 1, 2013, between American Airlines, Inc.

and The Boeing Company.

and The Boeing Company (incorporated by reference to Exhibit 10.

81 to AAG ’ s Annual Report on Form 1 0- K for th e year ended December 3 1 , 20 23 (Commission F i le No.

10.92 Supplemental Agreement No.

91 unchanged sentences

03735 dated as of February 1, 2013, between American Airlines, Inc.

and the Boeing Company (inc orporated by reference to Exhibit 10.101 to AAG ’ s Annual Report on Form 10-K for the year ended December 31, 2022 ( Commi ssion File No.

and the Boeing Company (incorporated by reference to Exhibit 10.101 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2022 (Commission File No.

10.115 Supplemental Agreement No.

2 unchanged sentences

and the Boeing Company (incorporated by reference to Exhibit 10.102 to AAG’s Annual Report on Form 10-K for the year ended December 31, 2022 (Commission File No.

1-8400) ) .**

10.116 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and t he Boeing Company (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

and the Boeing Company (incorporated by reference to Exhibit 10.2 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

10.117 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and t he Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

and the Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (Commission File No.

10.118 Supplemental Agreement No.

1 unchanged sentence

03735 dated as of February 1, 2013, between American Airlines, Inc.

and t he Boeing Company (incorporated by reference to Exhibit 10.

1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

and the Boeing Company (incorporated by reference to Exhibit 10.1 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

10.119 Supplemental Agreement No.

32, dated as of March 4, 2024, to Purchase Agreement No.

03735 dated as of February 1, 2013, by and between American Airlines, Inc.

and The Boeing Company (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No.

10.120 Supplemental Agreement No.

33 to Purchase Agreement No.

03735, dated as of August 21, 2024, between The Boeing Company and American Airlines, Inc.

Relating to Boeing Model 737 MAX Aircraft (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (Commission File No.

10.121 Consent Agreement, dated as of October 5, 2015, between American Airlines, Inc.

23 unchanged sentences

10.133 Form of American Airlines Group Inc.

2023 Incentive Award Plan Restricted Stock Unit (Stock-Settled) Award Grant Notice and Award Agreement.

2023 Incentive Award Plan Restricted Stock Unit (Stock-Settled) Award Grant Notice and Award Agreement (incorporated by reference to Exhibit 10.122 to AAG ’ s Annual Report on Form 10-K for the year ended December 31, 2023 (Commission File No.

10.134 Form of Letter Agreement for Directors Travel Program (incorporated by reference to Exhibit 10.106 to US Airways Group’s Annual Report on Form 10-K for the year ended December 31, 2007 (Commission File No.

17 unchanged sentences

and Robert D.

Isom (incor porated by reference to Exhibit 10.

1 30 t o AAG ’ s Annual Report on Form 10- K for the year ended December 3 1 , 202 3 ( Commission File No.

10.142 Severance Agreement and Restrictive Covenants Agreement, dated as of September 20, 2023, among American Airlines Group, Inc., American Airlines, Inc.

and Ste ph en L.

Johnson (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

and Stephen L.

Johnson (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31 , 202 4 (Commission File No.

10.143 Severance Agreement and Restrictive Covenants Agreement, dated as of September 20, 2023, among American Airlines Group, Inc., American Airlines, Inc.

Seymour (incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (Commission File No.

10.144 Severance Agreement and Restrictive Covenants Agreement, dated as of February 21, 2024, among American Airlines Group, Inc., American Airlines, Inc.

and Devon May.

(incorporated by reference to Exhibit 10.5 to AAG’s Quarterly Report on Form 10-Q for the quarter ended March 31 , 202 4 (Commission File No.

10.145 Severance Agreement, dated as of July 11, 2024, among American Airlines Group, Inc., American Airlines, Inc.

and Vasu Raja (incorporated by reference to Exhibit 99.1 to AAG’s Current Report on Form 8-K filed on July 12, 2024 (Commission File No.

10.146 Credit and Guaranty Agreement, dated as of December 4, 2023, among American Airlines Inc., as the borrower, American Airlines Group Inc., as parent and guarantor, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and certain other parties from time to time party thereto (incorporated by reference to Exhibit 4.3 to AAG’s Current Report on Form 8-K filed on December 4, 2023 (Commission File No.

10.147 First Amendment to Credit and Guaranty Agreement, dated as of June 4, 2024, amending the Credit and Guaranty Agreement, dated as of December 4, 2023, among American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and guarantor, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and certain other parties from time to time party thereto (incorporated by reference to Exhibit 10.3 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (Commission File No.

10.148 Second Amendment to Credit and Guaranty Agreement, dated as of June 4, 2024, amending the Credit and Guaranty Agreement, dated as of December 4, 2023, among American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and guarantor, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and certain other parties from time to time party thereto (incorporated by reference to Exhibit 10.4 to AAG’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (Commission File No.

10.149 Third Amendment to Credit and Guaranty Agreement, dated as of December 23, 2024, amending the Credit and Guaranty Agreement, dated as of December 4, 2023, among American Airlines, Inc., as the borrower, American Airlines Group Inc., as parent and guarantor, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, and certain other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 to AAG’s Current Report on Form 8-K filed on December 23, 2024 (Commission File No.

14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to AAG’s Current Report on Form 8-K filed on December 9, 2013 (Commission File No.

19.1 American Airlines Group Inc.

Amended and Restated Insider Trading Compliance Policy

21.1 Significant subsidiaries of AAG and American as of December 31, 2024.

8 unchanged sentences

97.1 American Airlines Group Inc.

Policy for Recovery of Erroneously Awarded Compensation.

Policy for Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 .1 to AAG ’ s Ann u a l Report on form 10-K filed on December 31, 2023 (Commission File No.1-8400)) .

101.1 Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business

26 unchanged sentences

February 19, 2025 /s/ Robert D.

Chief Executive Officer and President

Chief Executive Officer, President and Director

(Principal Executive Officer)

5 unchanged sentences

(Principal Accounting Officer)

February 21, 2024 /s/ Jeffrey D.

Benjamin, Director

February 19, 2025 /s/ Adriane M.

18 unchanged sentences

Steenland, Director

February 19, 2025 /s/ Howard Ungerleider

Howard Ungerleider, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of American Airlines, Inc.

1 unchanged sentence

February 19, 2025 /s/ Robert D.

Chief Executive Officer and President

Chief Executive Officer, President and Director

(Principal Executive Officer)

February 19, 2025 /s/ Devon E.

Executive Vice President and Chief Financial Officer

Executive Vice President, Chief Financial Officer and Director

(Principal Financial Officer)

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures