23 unchanged sentences
Our earnings and cash flow are affected by changes in interest rates due to the impact those changes have on our interest expense from variable-rate debt instruments and our interest income from short-term, interest-bearing investments.
−Removed: Our largest exposure with respect to variable-rate debt comes from changes in the relevant benchmark rate underlying such debt financings, principally SOFR.
+Added: Our largest exposure with respect to variable-rate debt comes from changes in the relevant benchmark rate underlying such debt financings, principally the Secured Overnight Financing Rate (SOFR).
Variable-rate debt instruments represented 47% of our total long-term debt as of December 31, 2025.
126 unchanged sentences
Operating lease liabilities 1,058 1,092
+Added: Fuel financing 914 74
Other accrued liabilities 2,916 2,887
48 unchanged sentences
Decrease in restricted short-term investments 3 177 51
−Removed: Purchase of equity investments — — ( 321 )
Other investing activities 254 65 275
−Removed: Net cash provided by (used in) investing activities ( 968 ) ( 502 ) 636
+Added: Net cash used in investing activities ( 1,894 ) ( 968 ) ( 502 )
Cash flows from financing activities:
1 unchanged sentence
Proceeds from issuance of long-term debt 3,773 1,670 4,822
+Added: Net proceeds from fuel financing 840 74 —
Other financing activities ( 160 ) ( 71 ) ( 310 )
19 unchanged sentences
Net income — — — 822 822
−Removed: Other comprehensive income, net — — 1,357 — 1,357
+Added: Other comprehensive loss, net — — ( 309 ) — ( 309 )
Issuance of 3,630,731 shares of AAG common stock pursuant to employee stock plans net of shares withheld for cash taxes
1 unchanged sentence
Share-based compensation expense — 102 — — 102
+Added: Settlement of single-dip unsecured claims held in Disputed Claims Reserve — 4 — — 4
Balance at December 31, 2023 7 7,374 ( 4,894 ) ( 7,689 ) ( 5,202 )
Net income — — — 846 846
−Removed: Other comprehensive loss, net — — ( 309 ) — ( 309 )
+Added: Other comprehensive income, net — — 329 — 329
Issuance of 3,292,974 shares of AAG common stock pursuant to employee stock plans net of shares withheld for cash taxes
1 unchanged sentence
Share-based compensation expense — 92 — — 92
−Removed: Settlement of single-dip unsecured claims held in Disputed Claims Reserve — 4 — — 4
+Added: Modification of share-based awards — ( 20 ) — — ( 20 )
Balance at December 31, 2024 7 7,424 ( 4,565 ) ( 6,843 ) ( 3,977 )
1 unchanged sentence
Other comprehensive income, net — — 176 — 176
+Added: Settlement of PSP1 and Treasury Loan Warrants (see Note 3) — ( 79 ) — — ( 79 )
Issuance of 2,734,914 shares of AAG common stock pursuant to employee stock plans net of shares withheld for cash taxes
1 unchanged sentence
Share-based compensation expense — 60 — — 60
−Removed: Modification of share-based awards — ( 20 ) — — ( 20 )
Balance at December 31, 2025 $ 7 $ 7,387 $ ( 4,389 ) $ ( 6,732 ) $ ( 3,727 )
12 unchanged sentences
The most significant areas of judgment relate to passenger revenue recognition, the loyalty program, deferred tax assets, as well as pension and retiree medical and other postretirement benefits.
−Removed: Certain prior year amounts within “changes in operating assets and liabilities” presented in the consolidated statement of cash flows have been reclassified to conform to current year presentation.
−Removed: This change in the presentation on the consolidated statement of cash flows had no impact on net cash provided by operating activities or net change in cash and restricted cash.
(b) Recent Accounting Pronouncements
Accounting Standards Update (ASU) 2024-03:
−Removed: Income Taxes (Topic 740) Improvements to Income Tax Disclosures
−Removed: This standard enhances transparency of income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information, as well as improvements to the effectiveness and comparability of other income tax disclosures.
−Removed: The amendments in this update are effective for annual periods beginning after December 15, 2024, and early adoption is permitted.
−Removed: We are currently evaluating how the adoption of this standard will impact our income tax disclosures.
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement Expenses
1 unchanged sentence
This update is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027, and early adoption is permitted.
−Removed: We are currently evaluating how the adoption of this standard will impact our disclosures.
+Added: We are currently evaluating how the adoption of this standard may impact our disclosures.
+Added: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software
+Added: This standard modernizes the accounting for costs related to internal-use software by removing references to project stages and by clarifying the thresholds entities apply to begin capitalizing costs.
+Added: The amendments in this update are effective for interim and annual periods beginning after December 15, 2027, and early adoption is permitted.
+Added: We are currently evaluating how the adoption of this standard may impact our consolidated financial statements.
(c) Investments
Short-term investments primarily include debt securities and are classified as available-for-sale and stated at fair value.
−Removed: Realized gains and losses are recorded as interest income in nonoperating expense, net on our consolidated statements of operations.
+Added: Realized gains and losses are recorded as part of interest income within total nonoperating expense, net on our consolidated statements of operations.
Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss on our consolidated balance sheets.
7 unchanged sentences
(d) Restricted Cash and Short-term Investments
−Removed: We have restricted cash and short-term investments related primarily to collateral held to support workers’ compensation obligations and collateral associated with the AAdvantage Financing.
−Removed: See Note 4 for further information on the AAdvantage Financing.
+Added: We have restricted cash and short-term investments related primarily to collateral held to support workers’ compensation obligations, collateral associated with the payment of interest for the AAdvantage Financing and money market funds to be used to finance the cost of improvements at the overhaul and maintenance base at Tulsa International Airport (Tulsa Maintenance Base).
+Added: See Note 4 and Note 11 for further information on the AAdvantage Financing and Tulsa Maintenance Base, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
(e) Accounts Receivable, Net
−Removed: Accounts receivable primarily consist of amounts due from credit card processing companies for tickets sold to individual passengers, amounts due from airline and non-airline business partners, including our co-branded credit card partners and cargo customers.
+Added: Accounts receivable primarily consist of amounts due from credit card processing companies for tickets sold to individual passengers, amounts due from airline and non-airline business partners, including our co-branded credit card partner and cargo customers.
Receivables from ticket sales are short-term, mostly settled within seven days after sale.
9 unchanged sentences
Operating property and equipment is recorded at cost and depreciated or amortized to residual values over the asset’s estimated useful life or the lease term, whichever is less, using the straight-line method.
−Removed: Residual values for aircraft, engines and related rotable parts are generally 5 % to 10 % of original cost.
Costs of major improvements that enhance the usefulness of the asset are capitalized and depreciated or amortized over the estimated useful life of the asset or the lease term, whichever is less.
−Removed: The estimated useful lives for the principal property and equipment classifications are as follows:
+Added: Effective January 1, 2025, we adjusted the estimated useful lives of our mainline and regional aircraft, engines and related rotable parts by three years to align with the extended lives of aircraft included in our long-term fleet plan.
+Added: In conjunction with this change, we also reduced the salvage values for most of these assets from 10 % to 5 % of original cost to more closely reflect the estimated value at the end of the useful life.
+Added: Accordingly, the estimated useful lives for the principal property and equipment classification are as follows:
Principal Property and Equipment Classification Estimated Useful Life
3 unchanged sentences
Capitalized software 5 – 10 years
−Removed: Total mainline and regional depreciation and amortization expense was $ 2.2 billion for the year ended December 31, 2024 and $ 2.3 billion for each of the years ended December 31, 2023 and 2022.
+Added: The effect of these changes did not have a material impact to depreciation and amortization expense in the consolidated statement of operations for the year ended December 31, 2025.
+Added: Total mainline and regional depreciation and amortization expense was $ 2.2 billion for each of the years ended December 31, 2025 and 2024 and $ 2.3 billion for the year ended December 31, 2023.
We assess impairment of operating property and equipment when events and circumstances indicate that the assets may be impaired.
7 unchanged sentences
Finance leases are included in property and equipment, current maturities of long-term debt and finance leases and long-term debt and finance leases, net of current maturities, on our consolidated balance sheets.
+Added: See Note 5 for further information on our operating and finance leases.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
−Removed: ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
+Added: ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
We use our estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.
We give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option.
11 unchanged sentences
Deferred tax assets and liabilities are recorded net as noncurrent on our consolidated balance sheets.
−Removed: We provide a valuation allowance for our deferred tax assets, which include our NOLs and other carryforwards, when it is more likely than not that some portion, or all of our deferred tax assets, will not be realized.
+Added: We provide a valuation allowance for our deferred tax assets, which include our net operating losses (NOLs) and other carryforwards, when it is more likely than not that some portion, or all of our deferred tax assets, will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.
15 unchanged sentences
Definite-lived intangible assets are originally recorded at their acquired fair values, subsequently amortized over their respective estimated useful lives and are assessed for impairment whenever events and circumstances indicate that the assets may be impaired.
−Removed: Certain domestic airport slots and airport gate leasehold rights are amortized on a straight-line basis over 25 years.
+Added: Certain domestic airport slots and airport gate leasehold rights are amortized on a straight-line
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: basis over 25 years.
Certain marketing agreements were identified as intangible assets subject to amortization and are amortized on a straight-line basis over approximately 30 years.
1 unchanged sentence
We expect to record amortization expense related to these assets of approximately $ 7 million for each of the years in 2026 through 2030, and $ 88 million of amortization expense in 2031 and thereafter until fully amortized.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Indefinite-Lived Intangible Assets
12 unchanged sentences
Either American or the bank may terminate this agreement at any time and with immediate effect upon sixty days’ prior written notice to the other party.
−Removed: As of December 31, 2024, we had $ 74 million in fuel financing obligations included within other accrued liabilities on our consolidated balance sheet.
−Removed: During the year ended December 31, 2024, we recognized a nominal amount of interest expense related to this agreement.
+Added: As of December 31, 2025 and 2024, we had $ 914 million and $ 74 million, respectively, in fuel financing obligations included on our consolidated balance sheets.
+Added: The following is a rollforward of our outstanding fuel financing obligation during the years ended December 31, 2025 and 2024 (in millions):
+Added: Balance at beginning of year $ 74 $ —
+Added: Proceeds 1,217 74
+Added: Payments ( 377 ) —
+Added: Balance at end of year $ 914 $ 74
We include payments to designated fuel suppliers as an operating activity in the consolidated statement of cash flows.
Proceeds and payments related to fuel financing transactions are presented net as a financing activity in the consolidated statement of cash flows.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
(m) Revenue Recognition
14 unchanged sentences
See “ Loyalty Revenue ” below for further discussion on these mileage credits.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
The following is our total passenger revenue by geographic region (in millions):
10 unchanged sentences
Ticket and other related sales for transportation that has not yet been provided are initially deferred and recorded as air traffic liability on our consolidated balance sheets.
−Removed: The air traffic liability principally represents tickets sold for future travel on American and partner airlines.
+Added: The air traffic liability principally represents tickets sold for future travel on American, American Eagle and partner airlines.
The majority of tickets sold are nonrefundable.
6 unchanged sentences
These taxes and fees have been presented on a net basis in the accompanying consolidated statements of operations and recorded as a liability until remitted to the appropriate taxing authority.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Loyalty Revenue
We currently operate the loyalty program, AAdvantage ® .
−Removed: This program awards mileage credits to passengers who fly on American, any one world airline or other partner airlines, or by using the services of other program participants, such as our co-branded credit cards, and certain hotels and car rental companies.
−Removed: Mileage credits can be redeemed for travel on American and other participating partner airlines, as well as non-air travel awards such as hotels and rental cars.
+Added: This program awards mileage credits to passengers who fly on American, American Eagle, any one world airline or other partner airlines, or by using the services of other program participants, such as our co-branded credit cards, and certain hotels and car rental companies.
+Added: Mileage credits can be redeemed for travel on American, American Eagle and other participating partner airlines, as well as for other non-air travel awards such as car rentals, hotel stays, cruises and retail goods from program partners.
For mileage credits earned by AAdvantage program members, we apply the deferred revenue method.
4 unchanged sentences
The estimated selling price of mileage credits is adjusted for an estimate of mileage credits that will not be redeemed using a statistical model based on historical redemption patterns to develop an estimate of the likelihood of future redemption.
−Removed: Mileage credits sold to co-branded credit cards and other partners
−Removed: We sell mileage credits to participating airline partners and non-airline business partners, including our co-branded credit card partners, under contracts with remaining terms generally from one to 10 years as of December 31, 2024.
+Added: Mileage credits sold to co-branded credit card and other partners
+Added: We sell mileage credits to participating airline partners and non-airline business partners, including our co-branded credit card partner, under contracts with remaining terms generally from one to 10 years as of December 31, 2025.
Consideration received from the sale of mileage credits is predominantly variable and payment terms typically are within 30 days subsequent to the month of mileage sale.
−Removed: Sales of mileage credits to non-airline business partners are comprised
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: of two components, transportation and marketing.
+Added: Sales of mileage credits to co-branded credit card and non-airline business partners are comprised of two revenue elements:
+Added: a transportation component and a marketing component.
We allocate the consideration received from these sales of mileage credits based on the relative selling price of each product or service delivered.
−Removed: Our most significant mileage credit partner agreements are our co-branded credit card agreements with Citibank N.A.
−Removed: (Citi) and Barclaycard US.
−Removed: We identified two revenue elements in these co-branded credit card agreements:
−Removed: the transportation component and the marketing component.
−Removed: In December 2024, we announced a 10 -year agreement with Citi to become the exclusive issuer of the AAdvantage co-branded credit card portfolio in the U.S.
+Added: Our most significant mileage credit partner agreement is our co-branded credit card agreement with Citibank N.A.
+Added: In December 2024, we announced a 10 -year agreement with Citi and Citi became the exclusive issuer of the AAdvantage co-branded credit card portfolio in the U.S.
starting in 2026.
−Removed: Based on the revised terms, the products and services delivered are generally consistent with our previous agreement, and we will continue to allocate the consideration received based on the relative selling prices of these products and services.
The transportation component represents the estimated selling price of future travel awards and is determined using the same equivalent ticket value approach described above.
9 unchanged sentences
The accounting and recognition for the loyalty program marketing services are discussed above in “ Loyalty Revenue .” The remaining amounts included within other revenue relate to airport clubs, other commission revenue, advertising and vacation-related services.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Contract Balances
10 unchanged sentences
Balance at December 31, 2025 (2)
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: (1) Principally relates to revenue recognized from the redemption of mileage credits for both air travel, non-air travel and other awards.
+Added: (1) Principally relates to revenue recognized from the redemption of mileage credits for air travel, non-air travel and other awards.
Mileage credits are combined in one homogenous pool and are not separately identifiable.
As such, the revenue is comprised of mileage credits that were part of the loyalty program deferred revenue balance at the beginning of the period, as well as mileage credits that were issued during the period.
−Removed: (2) Mileage credits can be redeemed at any time and generally do not expire as long as that AAdvantage member has any type of qualifying activity at least every 24 months or if the AAdvantage member is the primary holder of a co-branded credit card.
+Added: (2) Mileage credits can be redeemed at any time and generally do not expire as long as the AAdvantage member has any type of qualifying activity at least every 24 months or if the AAdvantage member is the primary holder of a co-branded credit card.
As of December 31, 2025, our current loyalty program liability was $ 3.7 billion and represents our current estimate of revenue expected to be recognized in the next 12 months based on historical trends, with the balance reflected in long-term loyalty program liability expected to be recognized as revenue in periods thereafter.
−Removed: Additionally, as of December 31, 2024, our loyalty program liability includes a one-time cash payment related to the new co-branded credit card agreement announced in December 2024, which will be amortized over the life of the new agreement beginning in 2026.
−Removed: The air traffic liability principally represents tickets sold for future travel on American and partner airlines.
+Added: Additionally, as of December 31, 2025 and 2024, our loyalty program liability includes a one-time cash payment related to the new co-branded credit card agreement announced in December 2024, which will be amortized over the life of the new agreement beginning in 2026.
+Added: The air traffic liability principally represents tickets sold for future travel on American, American Eagle and partner airlines.
The balance in our air traffic liability also fluctuates with seasonal travel patterns.
8 unchanged sentences
Advertising costs are expensed as incurred.
−Removed: Advertising expense was $ 143 million, $ 114 million and $ 105 million f or the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Advertising expense was $ 200 million, $ 143 million and $ 114 million for the years ended December 31, 2025, 2024 and 2023, respectively.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
(p) Share-based Compensation
12 unchanged sentences
Our regional carriers provide scheduled air transportation under the brand name “American Eagle.” The American Eagle carriers include our wholly-owned regional carriers as well as third-party regional carriers.
−Removed: Our regional carrier arrangements are in the form of capacity purchase agreements with our third-party regional partners and similar
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: arrangements with our wholly-owned regional affiliates.
−Removed: Expenses associated with American Eagle operations are classified as regional expenses on the consolidated statements of operations.
−Removed: Regional expenses for the years ended December 31, 2024, 2023 and 2022 include $ 319 million, $ 318 million and $ 321 million of depreciation and amortization, respectively, and $ 9 million, $ 7 million and $ 5 million of aircraft rent, respectively.
+Added: Our regional carrier arrangements are principally in the form of capacity purchase agreements with our third-party regional partners and similar arrangements with our wholly-owned regional affiliates.
+Added: Expenses, excluding fuel expense, associated with American Eagle operations are classified as regional expenses on the consolidated statements of operations.
+Added: Regional expenses for the years ended December 31, 2025, 2024 and 2023 include $ 329 million, $ 319 million and $ 318 million of depreciation and amortization, respectively.
+Added: Regional expenses also include $ 9 million of aircraft rent for each of the years ended December 31, 2025 and 2024 and $ 7 million for the year ended December 31, 2023.
In 2025, 2024 and 2023, we recognized $ 658 million, $ 612 million and $ 636 million, respectively, of expense under our capacity purchase agreement with Republic Airways Inc.
5 unchanged sentences
2025 2024 2023
+Added: Litigation reserve adjustments $ 77 $ — $ —
Labor contract expenses (1)
−Removed: $ 605 $ 989 $ —
−Removed: A330 fleet-related adjustments (2)
Severance expenses 44 13 23
−Removed: Litigation reserve adjustments — — 37
+Added: A330 fleet-related adjustments (2)
Other operating special items, net 7 34 ( 41 )
2 unchanged sentences
Operating special items, net 162 643 979
−Removed: Debt refinancing and extinguishment (4)
Mark-to-market adjustments on equity investments, net (4)
+Added: Debt refinancing and extinguishment (5)
+Added: Other nonoperating special items, net 18 — —
Nonoperating special items, net — 24 362
−Removed: Income tax special items, net — — ( 9 )
−Removed: (1) Labor contract expenses for 2024 related to one-time charges resulting from the ratification of new collective bargaining agreements (CBAs) with our mainline flight attendants and passenger service team members, including one-time payments and adjustments to vacation accruals resulting from pay rate increases.
−Removed: Labor contract expenses for 2023 related to one-time charges resulting from the ratification of a new CBA with our mainline pilots, including a one-time payment of $ 754 million as well as adjustments to other benefit-related items of $ 235 million.
−Removed: (2) We retired our Airbus A330 fleet in 2020 as a result of the decline in demand for air travel due to the COVID-19 pandemic.
−Removed: In 2022, we recorded a non-cash impairment charge to write down the carrying value of our retired Airbus A330 fleet to their then estimated fair value due to the market conditions for certain used aircraft, and in 2024, we entered into a sales agreement for our remaining Airbus A330 aircraft, resulting in a $ 42 million gain.
−Removed: (3) Regional operating special items, net for 2024 included a $ 33 million non-cash write down of regional aircraft resulting from the decision to permanently park 43 Embraer 145 aircraft.
−Removed: (4) Debt refinancing and extinguishment costs in 2023 primarily included cash charges for premiums paid in connection with the early repayment of debt.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: (1) Labor contract expenses for 2025 included a one-time charge resulting from adjustments to vacation accruals due to pay rate increases effective January 1, 2025, following the ratification of the contract extension in the fourth quarter of 2024 with our mainline maintenance and fleet service team members.
+Added: Labor contract expenses for 2024 included one-time charges resulting from the ratifications of new collective bargaining agreements (CBAs) with our mainline flight attendants and passenger service team members, including one-time payments and adjustments to vacation accruals resulting from pay rate increases.
+Added: Labor contract expenses for 2023 included one-time charges resulting from the ratification of a new CBA with our mainline pilots, including a one-time payment of $ 754 million as well as adjustments to other benefit-related items of $ 235 million.
+Added: (2) In 2024, we entered into a sales agreement for certain Airbus A330 aircraft, resulting in a $ 42 million gain.
+Added: These aircraft were previously retired in 2020 as a result of the decline in demand for air travel due to the COVID-19 pandemic.
+Added: (3) Regional operating special items, net for 2024 included a $ 33 million non-cash write down of regional aircraft resulting from the decision to permanently park 43 Embraer ERJ145 aircraft.
(4) Mark-to-market adjustments on equity investments, net included net unrealized gains and losses associated with certain equity investments.
See Note 8 for further information related to our equity investments.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: (5) Debt refinancing and extinguishment costs in 2023 primarily included cash charges for premiums paid in connection with the early repayment of debt.
Earnings Per Common Share
16 unchanged sentences
Diluted EPS $ 0.17 $ 1.24 $ 1.21
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
The following were excluded from the calculation of diluted EPS because inclusion of such shares would be antidilutive (in thousands):
1 unchanged sentence
2025 2024 2023
−Removed: Restricted stock unit awards 2,350 4,371 3,987
6.50 % convertible senior notes (1)
−Removed: In addition, for the years ended December 31, 2024, 2023 and 2022, excluded from the calculation of diluted EPS because inclusion of such shares would be antidilutive, are certain shares underlying the warrants issued pursuant to (i) the payroll support program established under the Coronavirus Aid, Relief, and Economic Security Act (PSP1), (ii) the payroll support program established under the Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021 (PSP2), (iii) the payroll support program established under the American Rescue Plan Act of 2021 (PSP3) (collectively, the PSP Warrants) and (iv) the Loan and Guarantee Agreement with the U.S.
+Added: Restricted stock unit awards 1,188 2,350 4,371
+Added: (1) On March 27, 2025, we provided notice to the holders of our 6.50 % convertible senior notes due 2025 (Convertible Notes) that we would settle our Convertible Notes at their maturity in cash on July 1, 2025.
+Added: As a result, we have excluded the Convertible Notes from the calculation of diluted EPS for the quarterly periods ending after March 31, 2025.
+Added: In addition, excluded from the calculation of diluted EPS because inclusion of such shares would be antidilutive, are certain shares underlying the warrants issued pursuant to (i) the payroll support program established under the Coronavirus Aid, Relief, and Economic Security Act (PSP1), (ii) the payroll support program established under the Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021 (PSP2), (iii) the payroll support program established under the American Rescue Plan Act of 2021 (PSP3, and together with PSP1 and PSP2, the PSP Warrants) and (iv) the Loan and Guarantee Agreement with the U.S.
Department of Treasury (Treasury Loan Warrants).
−Removed: The table below provides a summary of the PSP Warrants and the Treasury Loan Warrants:
−Removed: Warrants Warrants Issued (shares, in thousands) (1)
+Added: During the first quarter of 2025, all of the PSP1 Warrants and Treasury Loan Warrants, 14.0 million shares and 4.4 million shares, respectively, were exercised at an exercise price of $ 12.51 per share and net settled in cash for $ 79 million, reflected within other financing activities in the consolidated statement of cash flows.
+Added: The table below provides a summary of the warrants outstanding as of December 31, 2025:
+Added: Warrants Warrants Issued
+Added: (shares, in thousands) (1)
Exercise Price ($) Expiration
−Removed: PSP1 Warrants 14,048 12.51 April 2025 to September 2025
PSP2 Warrants 6,576 15.66 January 2026 (2) to April 2026
PSP3 Warrants 4,407 21.75 April 2026 to June 2026
−Removed: Treasury Loan Warrants 4,396 12.51 September 2025
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: (1) The PSP Warrants and the Treasury Loan Warrants are subject to certain anti-dilution provisions, do not have any voting rights and are freely transferable, with registration rights.
+Added: (1) The PSP2 Warrants and PSP3 Warrants are subject to certain anti-dilution provisions, do not have any voting rights and are freely transferable, with registration rights.
Each warrant will be exercisable either through net share settlement or cash, at our option.
The warrants were issued solely as compensation to the U.S.
−Removed: Government related to entry into the PSP and Treasury Loan Agreements.
−Removed: No separate proceeds (apart from the financial assistance previously received in 2021 and 2020) were received upon issuance of the warrants or will be received upon exercise thereof.
−Removed: Long-term debt included on our consolidated balance sheets consisted of (in millions):
+Added: Government related to entry into the payroll support program agreements.
+Added: No separate proceeds (apart from the financial assistance previously received in 2021) were received upon issuance of the warrants or will be received upon exercise thereof.
+Added: (2) In January 2026, 2.8 million shares of the PSP2 Warrants were exercised at an exercise price of $ 15.66 per share and net settled in cash for a nominal amount.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: Debt included on our consolidated balance sheets consisted of (in millions):
2013 Term Loan Facility, variable interest rate of 6.00 %, installments until due in February 2028 (a)
1 unchanged sentence
2023 Term Loan Facility, variable interest rate of 6.26 %, installments until due in June 2029 (a)
−Removed: 10.75 % senior secured IP notes, interest and principal payments due through February 2026 (b)
−Removed: 10.75 % senior secured LGA/DCA notes, interest and principal payments due through February 2026 (b)
+Added: 10.75 % senior secured IP notes (b)
+Added: 10.75 % senior secured LGA/DCA notes (b)
7.25 % senior secured notes, interest only payments until due in February 2028 (b)
3 unchanged sentences
2021 AAdvantage Term Loan Facility, variable interest rate of 6.13 %, installments until due in April 2028 (c)
+Added: 2025 AAdvantage Term Loan Facility, variable interest rate of 7.13 %, installments until due in May 2032 (c)
Enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 2.88 % to 7.15 %, averaging 3.95 %, maturing from 2026 to 2038 (d)
2 unchanged sentences
24,219 25,372
−Removed: PSP1 Promissory Note, interest only payments until due in April 2030 (f)
+Added: PSP1 Promissory Note, variable interest rate of 5.92 %, interest only payments until due in April 2030 (f)
PSP2 Promissory Note, interest only payments until due in January 2031 (f)
PSP3 Promissory Note, interest only payments until due in April 2031 (f)
−Removed: 6.50 % convertible senior notes, interest only payments until due in July 2025 (g)
−Removed: 3.75 % senior notes, interest only payments until due in March 2025 (h)
−Removed: Total long-term debt 30,118 32,759
+Added: 6.50 % convertible senior notes (g)
+Added: Senior short-term term loan facility, variable interest rate of 6.11 %, interest only payments until due in January 2026 (h)
+Added: Total 28,594 30,118
Total unamortized debt discount, premium and issuance costs 314 305
8 unchanged sentences
Total $ 3,397
−Removed: In March 2024, American entered into a revolving credit facility that provides for borrowing capacity of up to $ 350 million, maturing in March 2027 with an option to extend for an additional year.
−Removed: As of December 31, 2024, there were no amounts drawn under this facility.
−Removed: Additionally, American currently has $ 49 million of available borrowing base under a cargo receivables facility that is set to expire in December 2025.
−Removed: As further described below, the aggregate commitments under the 2013, 2014, and 2023 Revolving Facilities are $ 2.9 billion through June 4, 2029.
+Added: (1) On April 21, 2025, the aggregate revolving commitments under the 2013, 2014 and 2023 Revolving Facilities were increased from approximately $ 2.9 billion to $ 3.0 billion upon the upsize of commitments by certain existing lenders.
+Added: No other terms were changed and there are no borrowings outstanding under the facilities.
+Added: (2) Includes a revolving credit facility that provides for borrowing capacity of up to $ 350 million, maturing in March 2027 with an option to extend for an additional year.
+Added: Additionally, American currently has $ 47 million of available borrowing base under a cargo receivables facility that is scheduled to expire in December 2026.
+Added: There are no amounts drawn under these facilities.
Secured financings, including revolving credit and other facilities, are collateralized by assets, consisting primarily of aircraft, engines, simulators, airport gate leasehold rights, route authorities, airport slots, certain receivables, certain intellectual property and certain loyalty program assets.
4 unchanged sentences
2013 Credit Facilities
−Removed: The Amended and Restated Credit and Guaranty Agreement dated as of May 21, 2015, as amended (the 2013 Credit Agreement), includes a revolving credit facility (the 2013 Revolving Facility) and a term loan facility (the 2013 Term Loan Facility), collectively referred to as the 2013 Credit Facilities.
−Removed: On June 4, 2024, American and AAG entered into the Ninth Amendment to Amended and Restated Credit and Guaranty Agreement (the Ninth Amendment), amending the 2013 Credit Agreement, pursuant to which American terminated all existing revolving commitments and letter of credit commitments available under the 2013 Credit Agreement and established new revolving commitments in an aggregate amount of $ 500 million (which includes the ability to issue letters of credit in an aggregate amount of $ 100 million) (the newly established commitments, the 2013 Revolving Facility), which have a maturity date of June 4, 2029.
−Removed: Additionally, as a result of the Ninth Amendment, the 2013 Revolving Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, SOFR for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
−Removed: Pursuant to the Ninth Amendment, SOFR borrowings under the 2013 Revolving Facility are not subject to a credit spread adjustment.
+Added: The Amended and Restated Credit and Guaranty Agreement dated as of May 21, 2015, as amended (the 2013 Credit Agreement), includes a revolving credit facility (the 2013 Revolving Facility) and term loan facility (the 2013 Term Loan Facility), collectively referred to as the 2013 Credit Facilities.
+Added: The 2013 Term Loan Facility matures in February 2028 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
+Added: SOFR borrowings under the 2013 Term Loan Facility are not subject to a credit spread adjustment.
+Added: As of December 31, 2025, the margin elected was 2.25 % per annum.
+Added: The 2013 Revolving Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
+Added: SOFR borrowings under the 2013 Revolving Facility are not subject to a credit spread adjustment.
+Added: The 2013 Revolving Facility has aggregate commitments of $ 519 million, with the ability to issue letters of credit up to an aggregate amount of $ 100 million.
As of December 31, 2025, there were no borrowings or letters of credit outstanding under the 2013 Revolving Facility.
−Removed: On December 19, 2024, American and AAG entered into the Tenth Amendment to Amended and Restated Credit and Guaranty Agreement (the 2013 Credit Agreement Tenth Amendment), amending the 2013 Credit Agreement.
−Removed: As a result of the 2013 Credit Agreement Tenth Amendment, the term loans outstanding under the 2013 Credit Agreement with an outstanding principal amount of $ 980 million were replaced with term loans with a principal amount of $ 980 million.
−Removed: Pursuant to the 2013 Credit Agreement Tenth Amendment, the 2013 Term Loan Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: an applicable margin of 2.25 % per annum.
−Removed: Additionally, the 2013 Credit Agreement Tenth Amendment amended certain other terms of the 2013 Credit Agreement, including, among other things, reducing the minimum liquidity financial covenant threshold from $ 2.2 billion to $ 2.0 billion and removing the cost spread adjustment on the 2013 Term Loan Facility.
−Removed: As of December 31, 2024, the margin elected was 2.25 % per annum.
2014 Credit Facilities
The Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, as amended (the 2014 Credit Agreement), includes a revolving credit facility (the 2014 Revolving Facility) and term loan facility (the 2014 Term Loan Facility), collectively referred to as the 2014 Credit Facilities.
−Removed: The 2014 Term Loan Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 0.75 % or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American, plus the SOFR adjustment applicable to such interest period (with such SOFR rate plus SOFR adjustment being subject to a floor of 0.00 %) plus an applicable margin of 1.75 %.
+Added: The 2014 Term Loan Facility matures in January 2027 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 0.75 % or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American, plus the SOFR adjustment applicable to such interest period (with such SOFR rate plus SOFR adjustment being subject to a floor of 0.00 %) plus an applicable margin of 1.75 %.
As of December 31, 2025, the margin elected was 1.75 % per annum.
−Removed: On June 4, 2024, American and AAG entered into the Tenth Amendment to Amended and Restated Credit and Guaranty Agreement (the 2014 Credit Agreement Tenth Amendment), amending the 2014 Credit Agreement, pursuant to which American terminated all existing revolving commitments and letter of credit commitments available under the 2014 Credit Agreement and established new revolving commitments in an aggregate amount of $ 1.5 billion (which includes the ability to issue letters of credit in an aggregate amount of $ 200 million) (the newly established commitments, the 2014 Revolving Facility), which have a maturity date of June 4, 2029.
−Removed: Additionally, as a result of the 2014 Credit Agreement Tenth Amendment, the 2014 Revolving Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
−Removed: The 2014 Credit Agreement Tenth Amendment also reduced the minimum liquidity financial covenant threshold from $ 2.2 billion to $ 2.0 billion and reduced the liquidity requirement for making certain restricted payments from $ 4.2 billion to $ 4.0 billion.
−Removed: Pursuant to the 2014 Credit Agreement Tenth Amendment, SOFR borrowings under the 2014 Revolving Facility are not subject to a credit spread adjustment.
+Added: The 2014 Revolving Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
+Added: SOFR borrowings under the 2014 Revolving Facility are not subject to a credit spread adjustment.
+Added: The 2014 Revolving Facility has aggregate commitments of $ 1.6 billion, with the ability to issue letters of credit up to an aggregate amount of $ 200 million.
As of December 31, 2025, there were no borrowings or letters of credit outstanding under the 2014 Revolving Facility.
2023 Credit Facilities
−Removed: In December 2023, American and AAG entered into a credit and guaranty agreement (the 2023 Credit Agreement) that provided for a term loan facility (the 2023 Term Loan Facility) in an aggregate principal amount of $ 1.1 billion, maturing in June 2029.
−Removed: On June 4, 2024, American and AAG entered into the First Amendment to Credit and Guaranty Agreement (the First Amendment) and the Second Amendment to Credit and Guaranty Agreement (the Second Amendment), each amending the 2023 Credit Agreement.
−Removed: Pursuant to the First Amendment, American established a revolving credit facility (the 2023 Revolving Facility, collectively with the 2023 Term Loan Facility, referred to as the 2023 Credit Facilities) in an aggregate amount of $ 890 million, maturing June 4, 2029.
−Removed: The 2023 Revolving Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
−Removed: SOFR borrowings under the 2023 Revolving Facility are not subject to a credit spread adjustment.
−Removed: As of December 31, 2024, there were no borrowings outstanding under the 2023 Revolving Facility.
−Removed: Pursuant to the Second Amendment, American replaced the $ 1.1 billion of initial term loans made pursuant to the 2023 Credit Agreement with new term loans in a principal amount of $ 1.1 billion.
−Removed: On December 23, 2024, American and AAG entered into the Third Amendment to Credit and Guaranty Agreement (the Third Amendment), amending the 2023 Credit Agreement.
−Removed: As a result of the Third Amendment, the term loans outstanding under the 2023 Credit Agreement with an outstanding principal amount of $ 1.1 billion were replaced with term loans with a principal amount of $ 1.1 billion.
−Removed: Pursuant to the Third Amendment, the 2023 Term Loan Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
+Added: The Credit and Guaranty Agreement, dated as of December 4, 2023, as amended (the 2023 Credit Agreement), includes a revolving credit facility (the 2023 Revolving Facility) and term loan facility (the 2023 Term Loan Facility), collectively referred to as the 2023 Credit Facilities.
+Added: The 2023 Term Loan Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
SOFR borrowings under the 2023 Term Loan Facility are not subject to a credit spread adjustment.
As of December 31, 2025, the margin elected was 2.25 % per annum.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: April 2016 Revolving Facility
−Removed: On June 4, 2024, American terminated all revolving commitments under the Credit and Guaranty Agreement, dated as of April 29, 2016 (as amended, the April 2016 Credit Agreement).
−Removed: As a result, the April 2016 Credit Agreement was terminated and all liens securing the April 2016 Credit Agreement were released.
+Added: The 2023 Revolving Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
+Added: SOFR borrowings under the 2023 Revolving Facility are not subject to a credit spread adjustment.
+Added: The 2023 Revolving Facility has aggregate commitments of $ 924 million.
+Added: As of December 31, 2025, there were no borrowings outstanding under the 2023 Revolving Facility.
Other Terms of the 2013, 2014 and 2023 Credit Facilities
4 unchanged sentences
Subject to certain limitations and exceptions, the Credit Facilities are secured by collateral, including certain slots, route authorities, simulators and leasehold rights.
−Removed: American has the ability to make future modifications to the collateral pledged, subject to certain restrictions.
+Added: American has the ability to make modifications to the collateral pledged, subject to certain restrictions.
American’s obligations under the Credit Facilities are guaranteed by AAG, and such guarantee is AAG’s senior unsecured obligations (all of the collateral is owned by American, and AAG has not granted a security interest in any assets to secure any of the foregoing obligations).
3 unchanged sentences
On September 25, 2020 (the 10.75 % Senior Secured Notes Closing Date), American issued $ 1.0 billion in initial principal amount of senior secured IP notes (the IP Notes) and $ 200 million in initial principal amount of senior secured LGA/DCA notes (the LGA/DCA Notes and together with the IP Notes, the 10.75 % Senior Secured Notes).
−Removed: The obligations of American under the 10.75 % Senior Secured Notes are fully and unconditionally guaranteed (the 10.75 % Senior Secured Notes Guarantees) on a senior unsecured basis by AAG.
−Removed: The 10.75 % Senior Secured Notes bear interest at a rate of 10.75 % per annum in cash.
−Removed: Interest on the 10.75 % Senior Secured Notes is payable semiannually in arrears on September 1 and March 1 of each year, which began on March 1, 2021.
−Removed: The 10.75 % Senior Secured Notes will mature on February 15, 2026.
−Removed: The IP Notes are secured by a first lien security interest on certain intellectual property of American, including the “American Airlines” trademark and the “aa.com” domain name in the United States and certain foreign jurisdictions (the IP Collateral), and a second lien on certain slots related to American’s operations at New York LaGuardia and Ronald Reagan Washington National airports and certain other assets (the LGA/DCA Collateral and together with the IP Collateral, the 10.75 % Senior Secured Notes Collateral).
−Removed: LGA/DCA Notes are secured by a first lien security interest in the LGA/DCA Collateral.
−Removed: After the fourth anniversary of the 10.75 % Senior Secured Notes Closing Date and on or prior to the fifth anniversary of the 10.75 % Senior Secured Notes Closing Date, American may redeem all or any part of the 10.75 % Senior Secured Notes, at its option, at a redemption price equal to 105.375 % of the principal amount of the 10.75 % Senior Secured Notes redeemed, together with accrued and unpaid interest thereon, if any.
−Removed: After the fifth anniversary of the 10.75 % Senior Secured Notes Closing Date, American may redeem all or any part of the 10.75 % Senior Secured Notes, at its option, at par, together with accrued and unpaid interest thereon, if any.
−Removed: In December 2024, American redeemed an aggregate amount of $ 263 million toward portions of the outstanding principal amounts of the 10.75 % Senior Secured Notes and agreed to redeem an aggregate amount of $ 308 million by no later than April 15, 2025.
−Removed: American redeemed the aggregate amount of $ 308 million on February 4, 2025.
+Added: In February 2025, American prepaid $ 308 million toward portions of the outstanding principal amounts of the 10.75 % Senior Secured
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: In October 2025, American redeemed in full the $ 629 million in aggregate principal amount of 10.75 % Senior Secured Notes in advance of maturity at par, plus accrued and unpaid interest thereon, using amounts borrowed under a senior unsecured short-term term loan facility, described further below.
7.25 % Senior Secured Notes
4 unchanged sentences
The obligations of American under the 7.25 % Senior Secured Notes are fully and unconditionally guaranteed on a senior unsecured basis by AAG.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
The 7.25 % Senior Secured Notes were issued pursuant to an indenture, dated as of February 15, 2023 (the 7.25 % Senior Secured Notes Indenture), by and among American, AAG and Wilmington Trust, National Association, as trustee and collateral agent.
1 unchanged sentence
The 7.25 % Senior Secured Notes Collateral also secures, on a first lien, pari passu basis with the 7.25 % Senior Secured Notes, the 2013 Credit Facilities.
−Removed: American may redeem the 7.25 % Senior Secured Notes, in whole at any time or in part from time to time prior to February 15, 2025, at a redemption price equal to 100 % of the principal amount of the 7.25 % Senior Secured Notes to be redeemed, plus a “make-whole” premium, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: At any time on or after February 15, 2025, American may redeem all or any of the 7.25 % Senior Secured Notes in whole at any time, or in part from time to time, at the redemption prices described in the 7.25 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: In addition, at any time prior to February 15, 2025, American may redeem up to 40 % of the original aggregate principal amount of the 7.25 % Senior Secured Notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of certain equity offerings, at a redemption price equal to 107.250 % of the aggregate principal amount of the 7.25 % Senior Secured Notes to be redeemed, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
+Added: American may redeem the 7.25 % Senior Secured Notes, in whole or in part, at the redemption prices described in the 7.25 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
Twice per year, American is required to deliver an appraisal of the 7.25 % Senior Secured Notes Collateral and an officer’s certificate demonstrating the calculation of a collateral coverage ratio in relation to the 7.25 % Senior Secured Notes Collateral (the 7.25 % Senior Secured Notes Collateral Coverage Ratio) as of the date of delivery of the appraisal for the applicable period.
9 unchanged sentences
The 8.50 % Senior Secured Notes Collateral also secures, on a first lien, pari passu basis with the 8.50 % Senior Secured Notes, the 2023 Term Loan Facility.
−Removed: American may redeem the 8.50 % Senior Secured Notes, in whole at any time or in part from time to time prior to November 15, 2025, at a redemption price equal to 100 % of the principal amount of the 8.50 % Senior Secured Notes to be redeemed, plus a “make-whole” premium, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: At any time on or after November 15, 2025, American may redeem all or any of the 8.50 % Senior Secured Notes in whole at any time, or in part from time to time, at the redemption prices described in the 8.50 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: In addition, at any time prior to November 15, 2025, American may redeem up to 40 % of the original aggregate principal amount of the 8.50 % Senior Secured Notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of certain equity offerings, at a redemption price equal to 108.50 % of the aggregate principal amount of the 8.50 % Senior Secured Notes to be redeemed, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
+Added: American may redeem the 8.50 % Senior Secured Notes, in whole or in part, at the redemption prices described in the 8.50 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: addition, during each twelve-month period beginning on December 4, 2023 and ending on or prior to November 15, 2025, American may redeem up to 10 % of the original aggregate principal amount of the 8.50 % Senior Secured Notes at a redemption price of 103 % of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the applicable date of redemption.
Twice per year, American is required to deliver an appraisal of the 8.50 % Senior Secured Notes Collateral and an officer’s certificate demonstrating the calculation of a collateral coverage ratio in relation to the 8.50 % Senior Secured Notes Collateral (the 8.50 % Senior Secured Notes Collateral Coverage Ratio) as of the date of delivery of the appraisal for the applicable period.
2 unchanged sentences
On March 24, 2021 (the 2021 AAdvantage Financing Closing Date), American and AAdvantage Loyalty IP Ltd., a Cayman Islands exempted company incorporated with limited liability and an indirect wholly-owned subsidiary of American (Loyalty Issuer and, together with American, the AAdvantage Issuers), completed the offering of $ 3.5 billion aggregate principal amount of 5.50 % Senior Secured Notes due 2026 (the 2026 Notes) and $ 3.0 billion aggregate principal amount of 5.75 % Senior Secured Notes due 2029 (the 2029 Notes, and together with the 2026 Notes, the AAdvantage Notes).
−Removed: The AAdvantage Notes are fully and unconditionally guaranteed by the SPV Guarantors and AAG.
−Removed: Concurrent with the issuance of the AAdvantage Notes, the AAdvantage Issuers, as co-borrowers, entered into a term loan credit and guaranty agreement, dated March 24, 2021, as amended, providing for a $ 3.5 billion term loan facility (the AAdvantage Term Loan Facility and collectively with the AAdvantage Notes, the AAdvantage Financing) and pursuant to which the full $ 3.5 billion of term loans (the AAdvantage Loans) were drawn on the AAdvantage Financing Closing Date.
−Removed: The AAdvantage Loans are fully and unconditionally guaranteed (together with the AAdvantage Note Guarantees, the AAdvantage Guarantees) by the SPV Guarantors and AAG.
+Added: The AAdvantage Notes are fully and unconditionally guaranteed (the AAdvantage Note Guarantees) by an indirect, wholly-owned subsidiary of American, and other wholly-owned subsidiaries (together, the SPV Guarantors) and AAG.
+Added: Concurrent with the issuance of the AAdvantage Notes, the AAdvantage Issuers, as co-borrowers, entered into a term loan credit and guaranty agreement, dated March 24, 2021, as amended, providing for a $ 3.5 billion term loan facility (the 2021 AAdvantage Term Loan Facility).
+Added: On March 24, 2025, the AAdvantage Issuers entered into a second amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Second Amendment).
+Added: As a result of the Second Amendment, the term loans outstanding with a principal amount of approximately $ 2.3 billion were replaced with new term loans in the same principal amount.
+Added: The terms of the new term loans are substantially similar to the prior term loans;
+Added: however, the new term loans bear interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 1.25 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
+Added: Additionally, the scheduled quarterly principal amortization amount was reduced to 0.25 % of the principal amount of term loans outstanding as of March 24, 2025 (approximately $ 6 million each quarter), which began in July 2025, and the remaining balance is due at maturity in April 2028.
+Added: Pursuant to the Second Amendment, the new term loans are not subject to a cost spread adjustment.
+Added: As of December 31, 2025, the margin elected for the 2021 AAdvantage Term Loan Facility was 2.25 %.
+Added: On May 28, 2025, the AAdvantage Issuers entered into a third amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Third Amendment).
+Added: As a result of the Third Amendment, the AAdvantage Issuers incurred $ 1.0 billion of incremental term loans (the 2025 AAdvantage Term Loan Facility) due on May 28, 2032.
+Added: The terms of the 2025 AAdvantage Term Loan Facility are substantially similar to the 2021 AAdvantage Term Loan Facility;
+Added: however, the 2025 AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 2.25 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 3.25 % per annum.
+Added: Additionally, the scheduled quarterly principal amortization amount is equal to 0.25 % of the original aggregate principal amount of the 2025 AAdvantage Term Loan Facility (approximately $ 3 million each quarter), which began in July 2025, and the remaining balance is due at maturity in May 2032.
+Added: Pursuant to the Third Amendment, the 2025 AAdvantage Term Loan Facility is not subject to a cost spread adjustment.
+Added: The net proceeds from the 2025 AAdvantage Term Loan Facility were used, in part, to repay the Convertible Notes described further below.
+Added: As of December 31, 2025, the margin elected for the 2025 AAdvantage Term Loan Facility was 3.25 %.
+Added: The AAdvantage Notes, 2021 AAdvantage Term Loan Facility and 2025 AAdvantage Term Loan Facility are collectively referred to as the AAdvantage Financing.
+Added: The term loans drawn under the 2021 AAdvantage Term Loan Facility and 2025 AAdvantage Term Loan Facility (collectively, the AAdvantage Loans) are fully and unconditionally guaranteed (together with the AAdvantage Note Guarantees, the AAdvantage Guarantees) by the SPV Guarantors and AAG.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Subject to certain permitted liens and other exceptions, the AAdvantage Notes, AAdvantage Loans and AAdvantage Guarantees provided by the SPV Guarantors are secured by a first-priority security interest in, and pledge of, various agreements with respect to the AAdvantage program (the AAdvantage Agreements) (including all payments thereunder) and certain intellectual property licenses, certain deposit accounts that will receive cash under the AAdvantage Agreements, certain reserve accounts, the equity of each of Loyalty Issuer and the SPV Guarantors and substantially all other assets of Loyalty Issuer and the SPV Guarantors, including American’s rights to certain data and other intellectual property used in the AAdvantage program (subject to certain exceptions) (collectively, the AAdvantage Collateral).
−Removed: Payment Terms of the AAdvantage Notes and AAdvantage Loans under the AAdvantage Term Loan Facility
+Added: Payment Terms of the AAdvantage Financing
Interest on the AAdvantage Notes is payable in cash, quarterly in arrears on the 20th day of each January, April, July and October (each, an AAdvantage Payment Date), which began on July 20, 2021.
The 2026 Notes will mature on April 20, 2026, and the 2029 Notes will mature on April 20, 2029.
−Removed: The outstanding principal on the 2026 Notes will be repaid in quarterly installments of $ 292 million on each AAdvantage Payment Date, which began in July 2023.
+Added: The outstanding principal on the 2026 Notes are repaid in quarterly installments of $ 292 million on each AAdvantage Payment Date, which began in July 2023.
The outstanding principal on the 2029 Notes will be repaid in quarterly installments of $ 250 million on each AAdvantage Payment Date, beginning on July 20, 2026.
−Removed: The AAdvantage Issuers may redeem the AAdvantage Notes, at their option, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the AAdvantage Notes redeemed plus a “make-whole” premium, together with accrued and unpaid interest to the date of redemption.
−Removed: The scheduled maturity date of the AAdvantage Loans under the AAdvantage Term Loan Facility is April 20, 2028.
−Removed: The outstanding principal on the AAdvantage Loans will be repaid in quarterly installments of $ 175 million, on each AAdvantage Payment Date, which began in July 2023.
+Added: The AAdvantage Issuers may redeem the AAdvantage Notes, at their option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the AAdvantage Notes redeemed plus a “make-whole” premium, together with accrued and unpaid interest to the date of redemption.
+Added: The scheduled maturity date of the term loans under the 2021 AAdvantage Term Loan Facility is April 20, 2028.
+Added: The outstanding principal on the loans due under such facility will be repaid in quarterly installments of approximately $ 6 million, on each AAdvantage Payment Date.
+Added: The scheduled maturity date of the term loans under the 2025 AAdvantage Term Loan Facility is May 28, 2032.
+Added: The outstanding principal on the loans due under such facility will be repaid in quarterly installments of approximately $ 3 million, on each AAdvantage Payment Date.
These amortization payments (as well as those for the AAdvantage Notes) will be subject to the occurrence of certain early amortization events, including the failure to satisfy a minimum debt service coverage ratio at specified determination dates.
−Removed: Prepayment of some or all of the AAdvantage Loans outstanding under the AAdvantage Term Loan Facility is permitted, although payment of an applicable premium is required as specified in the AAdvantage Term Loan Facility.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: The AAdvantage Indenture and the AAdvantage Term Loan Facility contain mandatory prepayment provisions triggered upon (i) the issuance or incurrence by Loyalty Issuer or the SPV Guarantors of certain indebtedness or (ii) the receipt by American or its subsidiaries of net proceeds from pre-paid frequent flyer (i.e., AAdvantage) mileage credit sales exceeding $ 505 million.
+Added: Prepayment of some or all of the outstanding amounts under the AAdvantage Loans is permitted, although payment of an applicable premium is required as specified in the term loans of the AAdvantage Loans.
+Added: The AAdvantage Indenture and the AAdvantage Loans contain mandatory prepayment provisions triggered upon (i) the issuance or incurrence by Loyalty Issuer or the SPV Guarantors of certain indebtedness or (ii) the receipt by American or its subsidiaries of net proceeds from pre-paid frequent flyer (i.e., AAdvantage) mileage credit sales exceeding $ 505 million.
Each of these prepayments would also require payment of an applicable premium.
−Removed: Certain other events, including the occurrence of a change of control with respect to AAG and certain AAdvantage Collateral sales exceeding a specified threshold, will also trigger mandatory repurchase or mandatory prepayment provisions under the AAdvantage Indenture and the AAdvantage Term Loan Facility, respectively.
−Removed: The AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 3.75 % or, at American’s option, the SOFR rate for a tenor of three months, plus a 0.26161 % credit spread adjustment (with such SOFR rate plus SOFR adjustment being subject to a floor of 0.75 %) and an applicable margin of 4.75 %.
−Removed: As of December 31, 2024, the margin elected was 4.75 %.
+Added: Certain other events, including the occurrence of a change of control with respect to AAG and certain AAdvantage Collateral sales exceeding a specified threshold, will also trigger mandatory repurchase or mandatory prepayment provisions under the AAdvantage Indenture and the AAdvantage Loans, respectively.
(d) EETCs issued in 2025
−Removed: In 2024, American entered into agreements under which it borrowed $ 684 million in connection with the financing of certain aircraft that had been previously delivered.
−Removed: Debt incurred under these agreements is junior to existing equipment notes, matures in 2027 through 2028 and bears interest at fixed rates averaging 7.10 %.
+Added: 2025-1 Aircraft EETCs
+Added: In November 2025, American created two pass-through trusts which issued approximately $ 1.1 billion aggregate face amount of Series 2025-1 Class A and Class B EETCs (the 2025-1 Aircraft EETCs) in connection with the financing of 25 aircraft delivered or to be delivered to American from October 2025 through March 2026 (the 2025-1 Aircraft).
+Added: As of December 31, 2025, approximately $ 978 million of the proceeds had been used to purchase equipment notes issued by American in connection with the financing of 21 aircraft under the 2025-1 Aircraft EETCs.
+Added: Interest and principal payments on equipment notes issued in connection with the 2025-1 Aircraft EETCs are payable semi-annually in May and November each year, with interest payments scheduled to begin in May 2026 and principal payments scheduled to begin in November 2026.
+Added: The remaining proceeds of approximately $ 127 million as of December 31, 2025 were being held in escrow with a depositary for the benefit of the holders of the 2025-1 Aircraft EETCs until such time as American issues additional equipment notes with respect to the remaining 2025-1 Aircraft to the pass-through trusts, which will purchase such additional equipment notes with the escrowed funds.
+Added: These escrowed funds are not guaranteed by American and are not reported as debt on its consolidated balance sheet because the proceeds held by the depositary for the benefit of the holders of the 2025-1 Aircraft EETCs are not American’s assets.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: Certain information regarding the 2025-1 Aircraft EETC equipment notes, as of December 31, 2025, is set forth in the table below:
+Added: 2025-1 Aircraft EETCs
+Added: Series A Series B
+Added: Aggregate principal issued $ 884 million $ 221 million
+Added: Remaining escrowed proceeds $ 102 million $ 25 million
+Added: Fixed interest rate per annum 4.90 % 5.65 %
+Added: Maturity date May 2038 November 2034
(e) Equipment Loans and Other Notes Payable Issued in 2025
−Removed: In 2024, American entered into agreements under which it borrowed $ 990 million in connection with the financing of certain aircraft.
+Added: In 2025, American entered into agreements under which it borrowed $ 1.2 billion in connection with the financing of certain aircraft.
Debt incurred under these agreements matures in 2036 through 2037 and bears interest at variable rates (comprised of SOFR plus an applicable margin) averaging 5.72 % as of December 31, 2025.
1 unchanged sentence
As partial compensation to the U.S.
−Removed: Government for the provision of financial assistance under the PSP Agreements, AAG issued promissory notes to Treasury (PSP1 Promissory Note, PSP2 Promissory Note and PSP3 Promissory Note, collectively the PSP Promissory Notes), in the aggregate principal amount of $ 3.7 billion which provides for the guarantee of our obligations under the PSP Promissory Notes by AAG’s subsidiaries American, Envoy Air Inc., Piedmont and PSA (together, the Subsidiaries).
−Removed: The PSP Promissory Notes bear interest on the outstanding principal amount at a rate equal to 1.00 % per annum until the fifth anniversary of the applicable PSP closing date and 2.00 % plus an interest rate based on SOFR per annum or other benchmark replacement rate consistent with customary market conventions (but not to be less than 0.00 %) thereafter until maturity on the tenth anniversary of the applicable PSP closing date, and interest accrued thereon is payable in arrears on the last business day of March and September of each year.
+Added: Government for the provision of financial assistance under the various payroll support program agreements, AAG issued promissory notes to Treasury (PSP1 Promissory Note, PSP2 Promissory Note and PSP3 Promissory Note, collectively the PSP Promissory Notes), in the aggregate principal amount of $ 3.7 billion which provides for the guarantee of our obligations under the PSP Promissory Notes by AAG’s subsidiaries American, Envoy Air Inc., Piedmont and PSA (together, the Subsidiaries).
+Added: The PSP1 Promissory Note bears interest at 2.00 % plus an interest rate based on SOFR.
+Added: The PSP2 Promissory Note and PSP3 Promissory Note bear interest at a fixed interest rate of 1.00 % until the first and second quarters of 2026, respectively.
+Added: Thereafter, the notes bear interest at 2.00 % plus an interest rate based on SOFR.
+Added: Interest accrued thereon is payable in arrears on the last business day of March and September of each year.
The aggregate principal amount outstanding under the PSP Promissory Notes, together with all accrued and unpaid interest thereon and all other amounts payable under the PSP Promissory Notes, will be due and payable on the applicable maturity date.
4 unchanged sentences
In June 2020, AAG completed the public offering of $ 1.0 billion aggregate principal amount of AAG’s 6.50 % convertible senior notes due 2025 (the Convertible Notes).
−Removed: The Convertible Notes are fully and unconditionally guaranteed by American on a senior unsecured basis (the Convertible Notes Guarantee).
−Removed: The net proceeds from the Convertible Notes were approximately $ 970 million, after deducting the underwriters’ discounts and commissions and our offering expenses.
−Removed: The Convertible Notes bear interest at a rate of 6.50 % per annum.
−Removed: Interest on the Convertible Notes is payable semiannually in arrears on January 1 and July 1 of each year, which began on January 1, 2021.
−Removed: The Convertible Notes will mature on July 1, 2025, unless earlier converted, redeemed or repurchased by us.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: Upon conversion, AAG will pay or deliver, as the case may be, cash, shares of AAG common stock or a combination of cash and shares of AAG common stock, at AAG’s election.
−Removed: The initial conversion rate is 61.7284 shares of AAG common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $ 16.20 per share of AAG common stock).
−Removed: The conversion rate is subject to adjustment in some events as described in the Convertible Notes Indenture.
−Removed: Holders may convert their Convertible Notes at their option only in the following circumstances:
−Removed: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2020, if the last reported sale price per share of AAG common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
−Removed: (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the measurement period) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of AAG common stock on such trading day and the conversion rate on such trading day;
−Removed: (3) upon the occurrence of certain corporate events or distributions on AAG common stock;
−Removed: (4) if AAG calls such Convertible Notes for redemption;
−Removed: and (5) at any time from, and including, April 1, 2025 until the close of business on the scheduled trading day immediately before the maturity date of the Convertible Notes.
−Removed: In addition, following certain corporate events that occur prior to the maturity date or upon AAG’s issuance of a notice of redemption, AAG will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or during the related redemption period in certain circumstances by a specified number of shares of AAG common stock as described in the Convertible Notes Indenture.
−Removed: On or after July 5, 2023 and on or before the 20th scheduled trading day immediately before the maturity date, AAG may redeem the Convertible Notes, in whole or in part, if the last reported sale price of AAG common stock has been at least 130 % of the conversion price then in effect on (1) each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the trading day immediately before the date AAG sends the related redemption notice;
−Removed: and (2) the trading day immediately before the date AAG sends such notice.
−Removed: In the case of any optional redemption, AAG will redeem the Convertible Notes at a redemption price equal to 100 % of the principal amount of such Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
−Removed: The following table provides information relating to the Convertible Notes as of December 31, 2024 and 2023 (in millions):
−Removed: Principal amount $ 1,000 $ 1,000
−Removed: Unamortized debt discount ( 3 ) ( 10 )
−Removed: Net carrying amount $ 997 $ 990
−Removed: The effective interest rate for the Convertible Notes was 7 % for each of the years ended December 31, 2024, 2023 and 2022.
−Removed: Interest recognized for the Convertible Notes is as follows (in millions):
−Removed: Year Ended December 31,
−Removed: 2024 2023 2022
−Removed: Contractual coupon interest $ 65 $ 65 $ 65
−Removed: Non-cash amortization of debt discount 7 6 6
−Removed: Total interest expense $ 72 $ 71 $ 71
−Removed: At December 31, 2024, the if-converted value of the Convertible Notes exceeded the principal amount by $ 76 million.
−Removed: The last reported sale price per share of our common stock (as defined in the Convertible Notes Indenture) did not exceed 130 % of the conversion price of the Convertible Notes for at least 20 of the 30 consecutive trading days ending on December 31, 2024.
−Removed: Accordingly, pursuant to the terms of the Convertible Notes Indenture, the holders of the Convertible Notes cannot convert at their option at any time during the quarter ending March 31, 2025.
−Removed: Each $1,000 principal amount of Convertible Notes is convertible at a rate of 61.7284 shares of our common stock, subject to adjustment as provided in the Convertible Notes Indenture.
−Removed: We may settle conversions by paying or delivering, as applicable, cash, shares of our
+Added: On March 27, 2025, we provided notice to the holders of our Convertible Notes that we would settle our Convertible Notes at their maturity in cash (including any conversions up to a price per share of AAG common stock of approximately $ 22.00 ) if the volume-weighted average price per share of AAG common stock did not exceed approximately $ 22.00 on any trading day of the 20 -trading day “observation period” over which the consideration due upon conversion is calculated and determined.
+Added: On July 1, 2025, the volume-weighted average price per share of AAG common stock did not exceed $ 22.00 on any trading day of the 20 -trading day “observation period” and therefore the Convertible Notes were settled at their maturity in cash for $ 1.0 billion.
+Added: (h) Short-Term Term Loan Facility
+Added: In October 2025, American borrowed $ 629 million under a senior unsecured short-term term loan facility to refinance in full the $ 629 million outstanding principal amount of the 10.75 % Senior Secured Notes, described above.
+Added: Term loans under the facility were scheduled to mature on January 21, 2026 and bore interest at SOFR for a tenor of one month plus an applicable margin of 2.375 % per annum, payable monthly.
+Added: The term loans were fully and unconditionally guaranteed by AAG.
+Added: On January 2, 2026, American voluntarily prepaid the remaining outstanding principal amount of the short-term term loan facility.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: common stock or a combination of cash and shares of our common stock, at our election.
−Removed: If certain conditions are not met at maturity, cash settlement is required.
−Removed: (h) Unsecured Senior Notes
−Removed: 3.75 % Senior Notes
−Removed: In February 2020, AAG issued $ 500 million aggregate principal amount of 3.75 % senior notes due 2025 (the 3.75 % Senior Notes).
−Removed: In December 2024, AAG repaid the outstanding principal amount of the 3.75 % Senior Notes in advance of the March 2025 maturity.
−Removed: As of December 31, 2024, AAG had issued guarantees covering approximately $ 15.2 billion of American’s secured debt (and interest thereon), including the Credit Facilities, the AAdvantage Financing, certain EETC financings and special facility revenue bonds.
+Added: Other Financing Activities
+Added: In 2025, American prepaid $ 487 million of the outstanding principal amounts of certain equipment notes issued under EETCs, and these amounts were applied to repay the related trust certificates.
+Added: As of December 31, 2025, AAG had issued guarantees covering approximately $ 14.1 billion of American’s debt (and interest thereon), including the Credit Facilities, the AAdvantage Financing, senior secured notes, certain equipment loans and special facility revenue bonds.
Certain Covenants
−Removed: Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock.
+Added: Our debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict our ability and that of our subsidiaries to incur additional indebtedness, pay dividends or repurchase stock.
Our debt agreements also contain customary change of control provisions, which may require us to repay or redeem such indebtedness upon certain events constituting a change of control under the relevant agreement, in certain cases at a premium.
2 unchanged sentences
Additionally, a significant portion of our debt financing agreements contain covenants requiring us to maintain an aggregate of at least $ 2.0 billion of unrestricted cash and cash equivalents and amounts available to be drawn under revolving credit facilities, and our AAdvantage Financing contains a peak debt service coverage ratio, pursuant to which failure to comply with a certain threshold may result in early repayment, in whole or in part, of the AAdvantage Financing.
−Removed: Specifically, we are required to meet certain collateral coverage tests for our Credit Facilities, 7.25 % Senior Secured Notes, 8.50 % Senior Secured Notes and 10.75 % Senior Secured Notes, as described below:
+Added: Specifically, we are required to meet certain collateral coverage tests for our Credit Facilities, 7.25 % Senior Secured Notes and 8.50 % Senior Secured Notes, as described below:
Facilities 7.25 % Senior Secured Notes
Facilities 2023 Credit Facilities 8.50 % Senior Secured Notes
−Removed: 10.75 % Senior Secured Notes
LTV Requirement 1.6 x Collateral valuation to amount of debt outstanding ( 62.5 % LTV)
LTV as of Last Measurement Date 38.4 % 15.3 % 25.4 %
−Removed: Frequency of Appraisals of Appraised Collateral Semi-Annual Annual
+Added: Frequency of Appraisals of Appraised Collateral Semi-Annual
Collateral Description Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S.
1 unchanged sentence
and European Union (including London Heathrow) Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S.
−Removed: and Australia, Canada, the Caribbean, Central America, China, Hong Kong, Japan, Mexico, South Korea and Switzerland Generally, certain DCA slots, certain LGA slots, certain simulators and certain leasehold rights and, in the case of the IP Notes, certain intellectual property of American
+Added: and Australia, Canada, the Caribbean, Central America, China, Hong Kong, Japan, Mexico, South Korea and Switzerland
At December 31, 2025, we were in compliance with the applicable collateral coverage tests as of the most recent measurement dates.
16 unchanged sentences
Total net lease cost $ 5,275 $ 5,097 $ 4,909
−Removed: Included in the table above is $ 225 million, $ 274 million and $ 242 million of operating lease cost under our capacity purchase agreement with Republic for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Included in the table above are $ 248 million, $ 225 million and $ 274 million of lease costs under our capacity purchase agreement with Republic for the years ended December 31, 2025, 2024 and 2023, respectively.
We hold a 20.8 % equity interest in Republic Holdings, the parent company of Republic.
26 unchanged sentences
Financing cash flows from finance leases 122 152 265
−Removed: Gain on sale leaseback transactions, net 76 12 2
+Added: Gain (loss) on sale leaseback transactions, net ( 13 ) 76 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
6 unchanged sentences
2029 1,138 102
−Removed: 2029 1,010 72
2031 and thereafter 3,022 310
4 unchanged sentences
Long-term lease obligations $ 5,905 $ 610
−Removed: As of December 31, 2024, we had additional operating lease commitments that have not yet commenced of approximately $ 693 million for five Boeing 787 Family aircraft scheduled to be delivered in 2025 with lease terms of 10 years.
The significant components of the income tax provision were (in millions):
1 unchanged sentence
2025 2024 2023
−Removed: Current income tax benefit:
−Removed: State, local and foreign $ — $ — $ ( 6 )
Deferred income tax provision:
3 unchanged sentences
Total income tax provision $ 79 $ 308 $ 299
−Removed: The income tax provision differed from amounts computed at the statutory federal income tax rate as follows (in millions):
+Added: The income tax provision differed from amounts computed at the U.S.
+Added: federal statutory income tax rate as follows (amounts in millions):
Year Ended December 31,
2025 2024 2023
−Removed: Statutory income tax provision $ 242 $ 235 $ 39
−Removed: State, local and foreign income tax provision, net of federal tax effect 21 22 —
−Removed: Book expenses not deductible for tax purposes 44 38 22
−Removed: Change in valuation allowance — 3 —
−Removed: Other, net 1 1 ( 2 )
−Removed: Income tax provision $ 308 $ 299 $ 59
+Added: Amount Rate Amount Rate Amount Rate
+Added: federal statutory income tax rate $ 40 21.0 % $ 242 21.0 % $ 236 21.0 %
+Added: Domestic federal:
+Added: Nontaxable or nondeductible items
+Added: Nondeductible meals and other nondeductible employee benefits 28 15.3 % 22 1.9 % 22 2.0 %
+Added: Nondeductible officer compensation 10 5.2 % 12 1.1 % 11 1.0 %
+Added: Other nontaxable and nondeductible items — — % 11 0.9 % 9 0.8 %
+Added: Other ( 6 ) ( 3.3 ) % — — % — — %
+Added: Domestic state and local income taxes, net of federal effect 7 3.0 % 21 1.8 % 21 1.9 %
+Added: Effective tax rate $ 79 41.2 % $ 308 26.7 % $ 299 26.7 %
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
17 unchanged sentences
Net deferred tax asset $ 2,359 $ 2,476
−Removed: At December 31, 2024, we had approximately $ 12.9 billion of gross federal net operating losses (NOLs) and $ 5.9 billion of other carryforwards available to reduce future federal taxable income, of which $ 2.6 billion will expire beginning in 2033 if unused and $ 16.2 billion can be carried forward indefinitely.
+Added: At December 31, 2025, we had approximately $ 11.9 billion of gross federal NOLs and $ 6.0 billion of other carryforwards available to reduce future federal taxable income, of which $ 1.6 billion will expire beginning in 2033 if unused and $ 16.3 billion can be carried forward indefinitely.
We also had approximately $ 5.0 billion of NOL carryforwards to reduce future state taxable income at December 31, 2025, which will expire in taxable years 2025 through 2045 if unused.
48 unchanged sentences
Repurchase agreements 550 — 550 —
−Removed: government and agency obligations 100 — 100 —
6,180 680 5,500 —
8 unchanged sentences
(2) Our short-term investments as of December 31, 2025 mature in one year or less.
−Removed: (3) Restricted cash and short-term investments primarily include collateral held to support workers' compensation obligations and collateral associated with the payment of interest for the AAdvantage Financing.
−Removed: Restricted short-term investments mature in one year or less except for $ 155 million and $ 218 million as of December 31, 2024 and December 31, 2023, respectively.
−Removed: (4) Long-term investments include our equity investments in China Southern Airlines Company Limited (China Southern Airlines), Vertical Aerospace Ltd.
−Removed: (Vertical) and GOL.
+Added: (3) Restricted cash and short-term investments primarily include collateral held to support workers’ compensation obligations, collateral associated with the payment of interest for the AAdvantage Financing and money market funds to be used to finance the cost of improvements at the Tulsa Maintenance Base.
+Added: Restricted short-term investments principally mature in one year or less.
+Added: (4) Long-term investments primarily include our equity investment in China Southern Airlines Company Limited (China Southern Airlines).
See Note 8 for further information on our equity investments.
1 unchanged sentence
The fair value of our long-term debt was estimated using quoted market prices or discounted cash flow analyses based on our current estimated incremental borrowing rates for similar types of borrowing arrangements.
−Removed: The fair value of the Convertible Notes, which would have been classified as Level 2, was $ 1.2 billion and $ 1.1 billion as of December 31, 2024 and December 31, 2023, respectively.
+Added: The fair value of the Convertible Notes, which would have been classified as Level 2, was $ 1.2 billion as of December 31, 2024.
The carrying value and estimated fair value of our long-term debt, including current maturities, were as follows (in millions):
12 unchanged sentences
Accounting Treatment 2025 2024 2025 2024
−Removed: Republic Holdings Equity Method 25.0 % 25.0 % $ 253 $ 240
+Added: Republic Holdings (1)
+Added: Equity Method 20.8 % 25.0 % $ 254 $ 253
China Southern Airlines Fair Value 1.5 % 1.5 % 203 142
2 unchanged sentences
Total $ 603 $ 515
−Removed: (1) Primarily includes our investment in JetSMART Holdings Limited, which is accounted for under the equity method, and our investments in Vertical and GOL, which are each accounted for at fair value.
+Added: (1) In November 2025, Republic Holdings completed a merger with Mesa Air Group, Inc.
+Added: As a result, our equity interest in Republic Holdings decreased from 25.0 % to 20.8 %.
+Added: (2) Primarily includes our investment in JetSMART Holdings Limited, which is accounted for under the equity method.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
23 unchanged sentences
Employer contributions (4)
+Added: 228 300 105 93
Benefit payments ( 919 ) ( 913 ) ( 130 ) ( 107 )
3 unchanged sentences
(1) The 2025 and 2024 pension actuarial loss (gain) primarily relates to the change in our weighted average discount rate assumption.
−Removed: (2) The 2024 retiree medical and other postretirement benefits actuarial gain primarily relates to changes in certain retirement and weighted average discount rate assumptions, offset by increases in health care premiums and health care cost assumptions.
−Removed: The 2023 retiree medical and other postretirement benefits actuarial loss primarily relates to the change in our weighted average discount rate assumption and change in health care cost assumptions.
−Removed: (3) We remeasured our retiree medical and other postretirement benefits to account for enhanced retirement benefits pursuant to the ratification of new CBAs.
−Removed: As a result, in 2024 and 2023, we increased our postretirement benefits obligation by $ 55 million and $ 339 million, respectively, which was included as a component of prior service cost in accumulated other comprehensive loss.
−Removed: (4) In 2024, we made required contributions of $ 285 million and supplemental contributions of $ 15 million to our defined benefit pension plans, and in 2023, we made required contributions of $ 69 million and supplemental contributions of $ 4 million to our defined benefit pension plans.
+Added: (2) The 2025 and 2024 retiree medical and other postretirement benefits actuarial gain primarily relates to changes in certain retirement assumptions, offset in part by increases in health care premiums and health care cost assumptions.
+Added: Changes in our weighted average discount rate assumption also impacted the net actuarial gain in 2025 and 2024.
+Added: (3) In 2024 we remeasured our retiree medical and other postretirement benefits to account for enhanced retirement benefits pursuant to the ratification of new CBAs.
+Added: As a result, we increased our postretirement benefits obligation by $ 55 million, which was included as a component of prior service cost in accumulated other comprehensive loss.
+Added: (4) In 2025 and 2024, we made required contributions of $ 224 million and $ 285 million, respectively, to our defined benefit pension plans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
74 unchanged sentences
Our future funding obligations will depend on the performance of our investments held in a trust by the pension plans, interest rates for determining funding targets, the amount of and timing of any supplemental contributions and our actuarial experience.
+Added: In January 2026, we made required contributions of $ 236 million and a supplemental contribution of $ 50 million to our defined benefit pension plans.
Benefit Payments
13 unchanged sentences
Equity 45 % 10 % - 80 %
−Removed: Large 18 % 10 % - 40 %
−Removed: Small/Mid 4 % 0 % - 10 %
−Removed: International Large 11.5 % 5 % - 25 %
−Removed: International Small/Mid 2.5 % 0 % - 10 %
+Added: 18 % 5 % - 40 %
+Added: International developed markets 9 % 0 % - 20 %
Emerging markets 3 % 0 % - 10 %
34 unchanged sentences
(1) See Note 7 for a description of the levels within the fair value hierarchy.
−Removed: (2) Equity investments include domestic and international common stock and preferred stock.
−Removed: (3) Fixed income investments include corporate, government and U.S.
−Removed: municipal bonds, as well as mutual funds invested in fixed income securities.
−Removed: (4) Other primarily includes a short-term investment fund, net receivables and payables of the master trust for dividends, interest and amounts due to or from the sale and purchase of securities and cash and cash equivalents.
+Added: (2) Equity investments primarily include domestic and international common stock.
+Added: (3) Fixed income investments primarily include corporate and government bonds, as well as mutual funds invested in fixed income securities.
+Added: (4) Other primarily includes a short-term investment fund, net receivables and payables of the pension plan’s master trust for dividends, interest and amounts due to or from the sale and purchase of securities and cash and cash equivalents.
(5) Includes investments that were measured at NAV per share (or its equivalent) as a practical expedient that have not been classified in the fair value hierarchy.
(6) Common collective trusts include commingled funds primarily invested in equity securities.
−Removed: For some trusts, requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
(7) Private investments include limited partnerships that invest primarily in domestic private equity and private income opportunities.
1 unchanged sentence
It is estimated that the underlying assets of these funds will be gradually liquidated over the next 10 years.
−Removed: As of December 31, 2024, the pension plan’s master trust has future funding commitments to these limited partnerships of approximately $ 1.1 billion, most of which are expected to be called over the next five years .
+Added: As of December 31, 2025, the pension plan’s master trust has future funding commitments to these limited partnerships of approximately $ 1.0 billion, most of which are expected to be called over the next seven years .
Changes in fair value measurements of Level 3 investments during the years ended December 31, 2025 and 2024, were as follows (in millions):
9 unchanged sentences
Defined Contribution and Multiemployer Plans
−Removed: The costs associated with our defined contribution plans were $ 1.4 billion, $ 1.1 billion and $ 949 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: The costs associated with our defined contribution plans were $ 1.6 billion, $ 1.4 billion and $ 1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively.
We participate in the International Association of Machinists & Aerospace Workers (IAM) National Pension Fund, Employer Identification No.
3 unchanged sentences
The IAM Pension Fund reported $ 640 million in employers’ contributions for the year ended December 31, 2024, which is the most recent year for which such information is available.
−Removed: For 2023, our contributions represented more than 5 % of total contributions to the IAM Pension Fund.
+Added: For 2024 and 2023, our contributions represented more than 5 % of total contributions to the IAM Pension Fund.
On March 29, 2019, the actuary for the IAM Pension Fund certified that the fund was in “endangered” status despite reporting a funded status of over 80 %.
6 unchanged sentences
Profit Sharing Program
−Removed: We accrue a percentage of our pre-tax income excluding net special items for our profit sharing program.
+Added: Our annual profit sharing program is funded by 10 % of adjusted pre-tax earnings up to $ 2.5 billion and 20 % of earnings above that threshold.
+Added: Adjusted pre-tax earnings exclude net special items and certain other amounts, as defined by the plan.
For the year ended December 31, 2025, we accrued $ 55 million for this program, which will be distributed to employees in the first quarter of 2026.
Accumulated Other Comprehensive Loss
−Removed: The components of AOCI are as follows (in millions):
+Added: The components of accumulated other comprehensive income (loss) (AOCI) are as follows (in millions):
Postretirement
11 unchanged sentences
(1) Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net income until the obligations are fully extinguished.
−Removed: (2) Relates to pension, retiree medical and other postretirement benefits obligations and is recognized within the income tax provision on our consolidated statements of operations.
+Added: Amounts reclassified from AOCI are recognized within the income tax provision on our consolidated statements of operations.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
12 unchanged sentences
2026 2027 2028 2029 2030 2031 and Thereafter Total
−Removed: Payments for aircraft and
−Removed: engine commitments (1)
+Added: Payments for aircraft and engine commitments (1)
$ 2,931 $ 2,468 $ 4,021 $ 4,921 $ 3,151 $ 6,696 $ 24,188
−Removed: (1) These amounts are net of purchase deposits currently held by the manufacturers.
−Removed: Our purchase deposits held by all manufacturers totaled $ 1.0 billion and $ 760 million as of December 31, 2024 and 2023, respectively.
+Added: (1) These amounts are net of purchase deposits currently held by the equipment manufacturers.
+Added: Our purchase deposits held by such manufacturers totaled $ 656 million and $ 1.0 billion as of December 31, 2025 and 2024, respectively.
Due to uncertainty surrounding the timing of delivery of certain aircraft, the amounts in the table represent our most current estimate based on contractual delivery schedules adjusted for updates and revisions to such schedules communicated to management by the applicable equipment manufacturer and certain management assumptions.
−Removed: However, the actual delivery schedule may differ, potentially materially, based on various potential factors including production delays by the manufacturer and regulatory concerns.
−Removed: Additionally, the amounts in the table exclude five Boeing 787 Family aircraft scheduled to be delivered in 2025, for which we have obtained committed lease financing.
−Removed: See Note 5 for information regarding this operating lease commitment.
+Added: However, the actual delivery schedule may differ, potentially materially, based on various potential factors including production delays by the equipment manufacturers and regulatory concerns.
Additionally, we have other purchase commitments primarily related to aircraft fuel, flight equipment maintenance and information technology support as follows (approximately):
8 unchanged sentences
As of December 31, 2025, American’s capacity purchase agreements with third-party regional carriers had expiration dates ranging from 2032 to 2033, with rights of American to extend the respective terms of certain agreements.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: As of December 31, 2024, American’s minimum obligations under its capacity purchase agreements with third-party regional carriers are expected to be as follows (approximately, in millions):
+Added: As of December 31, 2025, American’s commitments under its capacity purchase agreements with third-party regional carriers are expected to be as follows (approximately, in millions):
2026 2027 2028 2029 2030 2031 and Thereafter Total
−Removed: Minimum obligations under capacity purchase agreements with third-party regional carriers (1)
+Added: Regional capacity purchase agreements (1)
$ 1,159 $ 1,156 $ 1,082 $ 900 $ 457 $ 399 $ 5,153
(1) These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and American’s actual payments could differ materially.
−Removed: Rental payments under operating leases for certain aircraft flown under these capacity purchase agreements are reflected in the operating lease commitments in Note 5.
−Removed: (c) Airport Redevelopment
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: (c) Construction Projects
Los Angeles International Airport (LAX)
8 unchanged sentences
As we control the assets during construction, they are recognized on our consolidated balance sheets within operating property and equipment until the assets are sold and transferred.
−Removed: For the years ended December 31, 2024 and 2023, we have sold and transferred $ 588 million and $ 170 million of non-proprietary improvements, respectively, which are included within proceeds from sale-leaseback transactions and sale of property and equipment on our consolidated statements of cash flows.
−Removed: For the years ended December 31, 2024, 2023 and 2022, we had $ 187 million, $ 283 million and $ 241 million, respectively, of non-proprietary improvement costs relating to the LAX modernization project, which are included within other investing activities on our consolidated statements of cash flows.
+Added: For the years ended December 31, 2025, 2024 and 2023, we have sold and transferred $ 163 million, $ 588 million and $ 170 million of non-proprietary improvements, respectively, which are included within proceeds from sale-leaseback transactions and sale of property and equipment on our consolidated statements of cash flows.
+Added: For the years ended December 31, 2025, 2024 and 2023, we incurred $ 107 million, $ 187 million and $ 283 million, respectively, of non-proprietary improvement costs relating to the LAX modernization project.
+Added: Cash payments related to these improvements are included within other investing activities on our consolidated statements of cash flows.
+Added: Tulsa Maintenance Base
+Added: Improvements to the Tulsa Maintenance Base include the design, construction and renovation of various facilities therein.
+Added: The Tulsa Maintenance Base is American’s largest maintenance facility and is an integral part of operating its mainline fleet.
+Added: We have concluded that we do not control the underlying assets being constructed, and therefore, we recognize operating lease liabilities with corresponding ROU assets on the consolidated balance sheet as individual project stages are completed and leases commence.
+Added: In May 2025, the Tulsa Municipal Airport Trust (TMAT) issued $ 400 million aggregate principal amount of special facility revenue bonds on behalf of American, with $ 300 million maturing on December 1, 2035 and $ 100 million maturing on December 1, 2040 (collectively, the 2025 TMAT Bonds).
+Added: The 2025 TMAT Bond due December 1, 2035 was priced at 109 % of par value and the 2025 TMAT Bond due December 1, 2040 was priced at 107 % of par value.
+Added: The gross proceeds from the issuance of the 2025 TMAT Bonds were approximately $ 432 million.
+Added: Of this amount, $ 104 million was used to fund the redemption of the aggregate principal amount of TMAT’s outstanding 2015 special facility revenue bonds (the 2015 TMAT Bonds), and the remaining $ 328 million will be used to finance the cost of improvements at the Tulsa Maintenance Base, which are expected to be completed in 2028.
+Added: The net proceeds received from the 2025 TMAT Bonds, offset by related project spend, are reflected within other investing activities in the consolidated statement of cash flows.
+Added: The 2025 TMAT Bonds bear interest at 6.25 % per annum commencing on May 8, 2025, until the day preceding the applicable maturity date, on which date the bonds will be subject to mandatory tender for purchase by American.
+Added: American is required to pay rent equal to the annual principal and interest requirement on the 2025 TMAT Bonds through payments under a sublease agreement with TMAT (as amended), and AAG guarantees the 2025 TMAT Bonds.
+Added: American’s obligations under both the sublease agreement with TMAT and the 2025 TMAT Bonds are secured by a leasehold mortgage on American’s lease of the Tulsa Maintenance Base.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
(d) Off-Balance Sheet Arrangements
3 unchanged sentences
In the case of aircraft EETCs, rather than finance each aircraft separately when such aircraft is purchased, delivered or refinanced, these trusts allow American to raise the financing for a number of aircraft at one time and, if applicable, place such funds in escrow pending a future purchase, delivery or refinancing of the relevant aircraft.
−Removed: Similarly, in the case of the spare engine EETCs, the trusts allow American to use its existing pool of spare engines to raise financing under a single facility.
+Added: Similarly, in the case of spare engine EETCs, the trusts allow American to use its existing pool of spare engines to raise financing under a single facility.
The trusts have also been structured to provide for certain credit enhancements, such as liquidity facilities to cover certain interest payments, that reduce the risks to the purchasers of the trust certificates and, as a result, reduce the cost of aircraft financing to American.
3 unchanged sentences
The equipment notes are secured by a security interest in the aircraft or engines, as applicable.
−Removed: The pass-through trust certificates are not direct obligations of, nor are they guaranteed
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: by, AAG or American.
+Added: The pass-through trust certificates are not direct obligations of, nor are they guaranteed by, AAG or American.
However, the equipment notes issued to the trusts are direct obligations of American and, in certain instances, have been guaranteed by AAG.
5 unchanged sentences
(e) Legal Proceedings
−Removed: Government Antitrust Action Related to the Northeast Alliance.
−Removed: On September 21, 2021, the United States Department of Justice, joined by Attorneys General from six states and the District of Columbia, filed an antitrust complaint against American and JetBlue Airways Corporation (JetBlue) in the U.S.
−Removed: District Court for the District of Massachusetts alleging that American and JetBlue violated U.S.
−Removed: antitrust law in connection with the previously disclosed Northeast Alliance arrangement (NEA).
−Removed: On May 19, 2023, the U.S.
−Removed: District Court for the District of Massachusetts issued an order permanently enjoining American and JetBlue from continuing and further implementing the NEA.
−Removed: In June 2023, JetBlue delivered a notice of termination of the NEA, effective July 29, 2023, and the carriers have substantially completed wind-down activities.
−Removed: Following written submissions by the parties and a hearing on July 26, 2023, the U.S.
−Removed: District Court for the District of Massachusetts entered a Final Judgment and Order Entering Permanent Injunction on July 28, 2023.
−Removed: The parties are complying with the terms of the Final Judgment and Order Entering Permanent Injunction, including by completing wind-down activities related to the NEA.
−Removed: American filed a notice of appeal to the U.S.
−Removed: Court of Appeals for the First Circuit on September 25, 2023.
−Removed: The First Circuit affirmed the District Court’s decision on November 8, 2024.
−Removed: Any petition for writ of certiorari to the U.S.
−Removed: Supreme Court would be due February 27, 2025.
−Removed: Private Party Antitrust Actions Related to the Northeast Alliance.
−Removed: On December 5, 2022 and December 7, 2022, two private party plaintiffs filed putative class action antitrust complaints against American and JetBlue in the U.S.
−Removed: District Court for the Eastern District of New York alleging that American and JetBlue violated U.S.
+Added: Private Party Antitrust Actions Related to the Northeast Alliance (NEA).
+Added: On December 5, 2022 and December 7, 2022, two private party plaintiffs filed putative class action antitrust complaints against AAG and JetBlue Airways Corporation (JetBlue) in the U.S.
+Added: District Court for the Eastern District of New York alleging that AAG and JetBlue violated U.S.
antitrust law in connection with the previously disclosed NEA.
1 unchanged sentence
The private party plaintiffs filed an amended consolidated complaint on February 3, 2023.
−Removed: On February 2, 2023 and February 15, 2023, private party plaintiffs filed two additional putative class action antitrust complaints against American and JetBlue in the U.S.
+Added: On February 2, 2023 and February 15, 2023, private party plaintiffs filed two additional putative class action antitrust complaints against AAG and JetBlue in the U.S.
District Court for the District of Massachusetts and the U.S.
District Court for the Eastern District of New York, respectively.
−Removed: In March 2023, American filed a motion in the U.S.
+Added: In March 2023, AAG filed a motion in the U.S.
District Court for the District of Massachusetts case asking to transfer the case to the U.S.
3 unchanged sentences
In June 2023, the private party plaintiffs filed a second amended consolidated complaint, followed by a third amended complaint filed in August 2023.
−Removed: In September 2023, American, together with JetBlue, filed a motion to dismiss the third amended complaint.
+Added: In September 2023, AAG, together with JetBlue, filed a motion to dismiss the third amended complaint.
In September 2024, the court denied that motion.
+Added: AAG and JetBlue filed answers to the private party plaintiffs’ third amended complaint in October 2024.
We believe these lawsuits are without merit and are defending against them vigorously.
−Removed: Securities Litigation.
−Removed: On July 18, 2024, AAG and certain of its current and former officers were named as defendants in a putative class action lawsuit filed in the United States District Court for the Northern District of Texas, captioned Qawasmi v.
+Added: Securities and Stockholder Derivative Litigation.
+Added: On July 18, 2024, AAG and certain of its current and former officers were named as defendants in a putative class action lawsuit filed in the U.S.
+Added: District Court for the Northern District of Texas, captioned Qawasmi v.
American Airlines Group Inc., et al .
−Removed: The Qawasmi plaintiff purports to represent investors who acquired AAG securities between January 25, 2024 and May 28, 2024.
+Added: The Qawasmi plaintiff purported to represent investors who acquired AAG securities between January 25, 2024 and May 28, 2024.
On August 28, 2024, AAG and certain of its current and former officers were named as defendants in a second putative class action lawsuit filed in the same court, captioned Thornburg v.
American Airlines Group Inc., et al .
−Removed: The Thornburg plaintiff purports to represent investors who acquired AAG securities between July 20, 2023 and May 28, 2024.
−Removed: Both the Qawasmi and Thornburg complaints assert violations of Sections 10(b) and 20(a) of the Exchange Act based on allegations that, during the relevant periods, AAG misrepresented and/or omitted material facts related to its financial outlook and certain commercial initiatives.
−Removed: On September 16, 2024, certain purported AAG investors moved for consolidation of the Qawasmi and Thornburg actions as well as appointment as lead plaintiff.
−Removed: On November 22, 2024, the Qawasmi and Thornburg complaints were consolidated into a single action bearing the caption In re American Airlines Group Inc.
+Added: The Thornburg plaintiff purported to represent investors who acquired AAG securities between July 20, 2023 and May 28, 2024.
+Added: Both the Qawasmi and Thornburg complaints asserted violations of Sections 10(b) and 20(a) of the Exchange Act based on allegations that, during the relevant periods, AAG misrepresented and/or omitted material facts related to its financial outlook and certain commercial initiatives.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: November 22, 2024, the Qawasmi and Thornburg complaints were consolidated into a single action bearing the caption In re American Airlines Group Inc.
Securities Litigation.
The court also appointed co-lead plaintiffs and lead counsel to represent the putative class in the consolidated action.
−Removed: The parties now anticipate briefing a motion to dismiss the action.
−Removed: Additionally, on September 19, 2024, certain of AAG’s current and former directors and officers were named as defendants in a shareholder derivative lawsuit (in which AAG is a nominal defendant) filed in the United States District
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: Court for the Northern District of Texas, captioned Hollin v.
+Added: Plaintiffs filed a consolidated complaint on January 21, 2025, and an amended consolidated complaint on March 19, 2025.
+Added: The consolidated complaint made similar factual allegations to the prior complaints regarding AAG’s financial outlook and certain commercial initiatives.
+Added: AAG and the individual defendants filed a joint motion to dismiss on March 21, 2025.
+Added: On November 15, 2025, the court granted AAG’s motion in full, dismissing the complaint with prejudice.
+Added: The court entered final judgment in favor of defendants on November 18, 2025.
+Added: Plaintiffs did not appeal the order, and the case is closed.
+Added: Additionally, on September 19, 2024, certain of AAG’s current and former directors and officers were named as defendants in a shareholder derivative lawsuit (in which AAG is a nominal defendant) filed in the U.S.
+Added: District Court for the Northern District of Texas, captioned Hollin v.
Isom, et al .
−Removed: The Hollin complaint asserts violations of Section 10(b) of the Exchange Act, breach of fiduciary duty, and claims for unjust enrichment and corporate waste.
+Added: The Hollin complaint asserted violations of Section 10(b) of the Exchange Act, breach of fiduciary duty, and claims for unjust enrichment and corporate waste.
On September 26, 2024, a second derivative complaint was filed in the same court, similarly naming certain of AAG’s current and former directors and officers (as well as AAG as a nominal defendant), captioned Leon v.
Isom, et al .
−Removed: The Leon complaint asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty, claims of unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and a claim for contribution.
−Removed: The Hollin and Leon complaints generally allege the same purported misconduct as alleged in the securities class actions.
+Added: The Leon complaint asserted violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty, claims of unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and a claim for contribution.
+Added: The Hollin and Leon complaints generally alleged the same purported misconduct as alleged in the securities class action.
On November 25, 2024, the Hollin and Leon complaints were consolidated into a single action bearing the caption In re American Airlines Group Inc.
−Removed: Stockholder Derivative Action.
−Removed: We believe both the securities class actions and shareholder derivative lawsuits are without merit and intend to defend against them vigorously.
+Added: Stockholder Derivative Litigation .
+Added: Plaintiffs and AAG filed a joint motion to voluntarily dismiss the consolidated derivative action without prejudice on February 5, 2026, and on February 6, 2026, the court granted AAG’s motion in full, dismissing all claims in the matter without prejudice and entering final judgment in favor of defendants.
+Added: American Eagle Flight 5342 Accident Litigation.
+Added: On January 29, 2025, American Eagle flight 5342 was involved in a fatal accident in Washington, D.C.
+Added: The Bombardier CRJ700 aircraft operated by PSA was en route to Washington, D.C.
+Added: from Wichita, Kansas when it was involved in a midair collision near Ronald Reagan Washington National Airport.
+Added: Beginning on September 24, 2025, multiple wrongful death and survival actions have been filed in the U.S.
+Added: District Court for the District of Columbia related to the accident.
+Added: We expect additional actions will continue to be filed.
+Added: All cases have been assigned to the same judge and are subject to streamlined pleading and discovery procedures.
+Added: The court required plaintiffs to file a single consolidated Master Complaint (MC), with later joining plaintiffs to file short form complaints adopting the MC and adding any plaintiff-specific information.
+Added: The MC alleges that the U.S.
+Added: Government, American and PSA negligently caused or contributed to the accident.
+Added: In December 2025, American and PSA filed motions to dismiss asserting several defenses.
+Added: Briefing on the motions to dismiss is ongoing, with a hearing set for February 27, 2026.
+Added: Discovery is ongoing pursuant to an expedited 18-month discovery and pre-trial calendar, which sets the trial date for April 12, 2027.
+Added: We believe these lawsuits are without merit as to American and PSA and are defending against them vigorously.
In addition to the specifically identified legal proceedings, we and our subsidiaries are also engaged in other legal proceedings from time to time.
7 unchanged sentences
Our loan agreements and certain other financing transactions may obligate us to reimburse the applicable lender for incremental costs due to a change in law that imposes (i) any reserve or special deposit requirement against assets of, deposits with or credit extended by such lender related to the loan, (ii) any tax, duty or other charge with respect to the loan (except standard income tax) or (iii) capital adequacy requirements.
−Removed: In addition, our loan agreements and other financing arrangements typically contain a withholding tax provision that requires us to pay additional amounts to the applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law.
+Added: In addition, our loan agreements and other financing arrangements typically contain a withholding tax provision that requires us to pay additional amounts to the
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: applicable lender or other financing party, generally if withholding taxes are imposed on such lender or other financing party as a result of a change in the applicable tax law.
In certain transactions, including certain aircraft financing leases and loans, the lessors, lenders and/or other parties have rights to terminate the transaction based on changes in foreign tax law, illegality or certain other events or circumstances.
9 unchanged sentences
As of December 31, 2025, the remaining lease payments through 2040 guaranteeing the principal and interest on these bonds are $ 703 million and the current carrying amount of the associated operating lease liability in the accompanying consolidated balance sheet is $ 427 million.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
−Removed: As of December 31, 2024, AAG had issued guarantees covering approximately $ 15.2 billion of American’s secured debt (and interest thereon), including the Credit Facilities, the AAdvantage Financing, certain EETC financings and special facility revenue bonds.
+Added: As of December 31, 2025, AAG had issued guarantees covering approximately $ 14.1 billion of American’s debt (and interest thereon), including the Credit Facilities, the AAdvantage Financing, senior secured notes, certain equipment loans and special facility revenue bonds.
(g) Credit Card Processing Agreements
4 unchanged sentences
(h) Labor Contracts
−Removed: In September 2024, American and the Association of Professional Flight Attendants, the union representing our mainline flight attendants, ratified a new CBA.
−Removed: This five-year agreement provides wage rate increases, quality-of-life benefits and other benefit-related items.
−Removed: The ratified agreement also included a provision for a one-time payment.
−Removed: In 2024, one-time charges resulting from the ratification of this new agreement were recorded as mainline operating special items, net in the condensed consolidated statement of operations, including the one-time payment of $ 514 million which was paid in November 2024.
As of December 31, 2025, we employed approximately 139,100 active full-time equivalent (FTE) employees, of which 33,100 were employed by our wholly-owned regional subsidiaries.
Of the total active FTE employees, 86 % are covered by CBAs with various labor unions and 15 % are covered by CBAs that are currently amendable or that will become amendable within one year.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Supplemental Cash Flow Information
4 unchanged sentences
ROU assets acquired through operating leases $ 889 $ 637 $ 1,180
−Removed: Property and equipment acquired through debt, finance leases and other 152 317 46
Operating leases converted to finance leases 269 293 5
Finance leases converted to operating leases 127 50 42
+Added: Property and equipment acquired through debt, finance leases and other 70 152 317
Supplemental information:
Interest paid, net 1,696 1,933 2,180
−Removed: Income taxes paid 8 6 2
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Segment Disclosures
21 unchanged sentences
Share-based compensation expense for our equity awards, including awards settled in AAG common stock or cash, was $ 112 million, $ 130 million and $ 102 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in salaries, wages and benefits on our consolidated statements of operations.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
During 2025, 2024 and 2023, we withheld approximately 2.0 million, 1.6 million and 1.5 million shares of AAG common stock, respectively, and paid approximately $ 28 million, $ 27 million and $ 23 million, respectively, in satisfaction of certain tax withholding obligations associated with employee equity awards.
6 unchanged sentences
Cash-settled restricted stock unit awards (CRSUs) are liability-classified as the vesting results in payment of cash by AAG.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
Stock-settled RSU award activity for all plans for the years ended December 31, 2025, 2024 and 2023 is as follows:
7 unchanged sentences
Granted 2,580 15.76
+Added: ( 2,809 ) 16.18
Vested and released ( 4,833 ) 15.91
2 unchanged sentences
Granted 5,073 14.11
−Removed: ( 2,809 ) 16.18
Vested and released ( 3,949 ) 15.27
1 unchanged sentence
Outstanding at December 31, 2025 7,133 $ 14.27
−Removed: (1) The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
+Added: (1) In 2024, the settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
This change in award settlement method was the only modification to these awards, and the vesting, forfeiture and all other terms and conditions were unchanged.
3 unchanged sentences
The total fair value of stock-settled RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 57 million, $ 69 million and $ 78 million, respectively.
−Removed: CRSU award activity for all plans for the year ended December 31, 2024 is as follows:
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: CRSU award activity for all plans for the years ended December 31, 2025 and 2024 is as follows:
Number of Shares Weighted Average
5 unchanged sentences
Outstanding at December 31, 2024 7,007 $ 17.43
−Removed: (1) The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
+Added: Granted 6,009 15.33
+Added: Vested and released ( 2,606 ) 16.43
+Added: Forfeited ( 547 ) 15.60
+Added: Outstanding at December 31, 2025 9,863 $ 15.33
+Added: (1) In 2024, the settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
See table above for further discussion.
−Removed: As of December 31, 2024, the liability related to CRSUs was $ 39 million, which will continue to be remeasured at fair value at each reporting date until all awards are vested.
+Added: As of December 31, 2025 and 2024, the liability related to CRSUs was $ 53 million and $ 39 million, respectively.
+Added: The CRSU related liability is remeasured at fair value at each reporting date until all awards are vested.
As of December 31, 2025, there was $ 98 million of unrecognized compensation cost related to CRSUs.
These costs are expected to be recognized over a weighted average period of one year .
−Removed: The total cash paid for CRSUs vested during the year ended December 31, 2024 was $ 18 million.
−Removed: For the years ended December 31, 2023 and 2022, CRSU award activity was nominal.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES GROUP INC .
+Added: The total cash paid for CRSUs vested during the years ended December 31, 2025 and 2024 was $ 37 million and $ 18 million, respectively.
+Added: For the year ended December 31, 2023, CRSU award activity was nominal.
Valuation and Qualifying Accounts (in millions)
6 unchanged sentences
Year ended December 31, 2023 616 98 14 728
−Removed: Subsequent Event
−Removed: On January 29, 2025, American Eagle flight 5342 was involved in a fatal accident in Washington, D.C.
−Removed: The Bombardier CRJ 700 aircraft operated by PSA was en route to Washington, D.C.
−Removed: from Wichita, Kansas when it was involved in a midair collision near Ronald Reagan Washington National Airport.
−Removed: American has industry standard insurance coverage for this incident, and is continuing its assessment of the impact on its business resulting from the accident.
+Added: Subsequent Events
+Added: 8.50 % Senior Secured Notes
+Added: In the first quarter of 2026, American sent irrevocable notice of redemption to prepay the outstanding principal amount of its 8.50 % Senior Secured Notes.
+Added: American intends to fund these prepayments with proceeds from anticipated debt issuances and cash on hand.
+Added: AAdvantage Financing
+Added: On February 12, 2026, the AAdvantage Issuers entered into a fourth amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Fourth Amendment).
+Added: As a result of the Fourth Amendment, the term loans outstanding under the 2025 AAdvantage Term Loan Facility were replaced with new term loans in the same principal amount.
+Added: Pursuant to the Fourth Amendment, the 2025 AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 1.75 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 2.75 % per annum.
+Added: All other terms of the 2025 AAdvantage Term Loan Facility remain substantially similar.
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA OF AMERICAN AIRLINES, INC.
117 unchanged sentences
Operating lease liabilities 1,048 1,082
+Added: Fuel financing 914 74
Other accrued liabilities 2,768 2,738
48 unchanged sentences
Decrease in restricted short-term investments 3 177 51
−Removed: Purchase of equity investments — — ( 321 )
Other investing activities 254 65 275
−Removed: Net cash provided by (used in) investing activities ( 909 ) ( 449 ) 693
+Added: Net cash used in investing activities ( 1,832 ) ( 909 ) ( 449 )
Cash flows from financing activities:
1 unchanged sentence
Proceeds from issuance of long-term debt 3,773 1,670 4,822
+Added: Net proceeds from fuel financing 840 74 —
Other financing activities ( 63 ) ( 48 ) ( 287 )
−Removed: Net cash used in financing activities ( 2,277 ) ( 3,162 ) ( 1,847 )
+Added: Net cash provided by (used in) financing activities 47 ( 2,277 ) ( 3,162 )
Net increase in cash and restricted cash 145 223 95
17 unchanged sentences
Net income — — — 1,188 1,188
−Removed: Other comprehensive income, net — — 1,351 — 1,351
+Added: Other comprehensive loss, net — — ( 309 ) — ( 309 )
Share-based compensation expense — 97 — — 97
2 unchanged sentences
Net income — — — 1,262 1,262
−Removed: Other comprehensive loss, net — — ( 309 ) — ( 309 )
+Added: Other comprehensive income, net — — 322 — 322
Share-based compensation expense — 89 — — 89
+Added: Modification of share-based awards — ( 20 ) — — ( 20 )
Intercompany equity transfer — 4 — — 4
3 unchanged sentences
Share-based compensation expense — 58 — — 58
−Removed: Modification of share-based awards — ( 20 ) — — ( 20 )
Intercompany equity transfer — 2 — — 2
12 unchanged sentences
The most significant areas of judgment relate to passenger revenue recognition, the loyalty program, deferred tax assets, as well as pension and retiree medical and other postretirement benefits.
−Removed: Certain prior year amounts within “changes in operating assets and liabilities” presented in the consolidated statement of cash flows have been reclassified to conform to current year presentation.
−Removed: This change in the presentation on the consolidated statement of cash flows had no impact on net cash provided by operating activities or net change in cash and restricted cash.
(b) Recent Accounting Pronouncements
Accounting Standards Update (ASU) 2024-03:
−Removed: Income Taxes (Topic 740) Improvements to Income Tax Disclosures
−Removed: This standard enhances transparency of income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information, as well as improvements to the effectiveness and comparability of other income tax disclosures.
−Removed: The amendments in this update are effective for annual periods beginning after December 15, 2024, and early adoption is permitted.
−Removed: American is currently evaluating how the adoption of this standard will impact its income tax disclosures.
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement Expenses
1 unchanged sentence
This update is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027, and early adoption is permitted.
−Removed: American is currently evaluating how the adoption of this standard will impact its disclosures.
+Added: American is currently evaluating how the adoption of this standard may impact its disclosures.
+Added: Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software
+Added: This standard modernizes the accounting for costs related to internal-use software by removing references to project stages and by clarifying the thresholds entities apply to begin capitalizing costs.
+Added: The amendments in this update are effective for interim and annual periods beginning after December 15, 2027, and early adoption is permitted.
+Added: American is currently evaluating how the adoption of this standard may impact its consolidated financial statements.
(c) Investments
Short-term investments primarily include debt securities and are classified as available-for-sale and stated at fair value.
−Removed: Realized gains and losses are recorded as interest income in nonoperating expense, net on American’s consolidated statements of operations.
+Added: Realized gains and losses are recorded as part of interest income within total nonoperating expense, net on American’s consolidated statements of operations.
Unrealized gains and losses are recorded as a component of accumulated other comprehensive loss on American’s consolidated balance sheets.
7 unchanged sentences
(d) Restricted Cash and Short-term Investments
−Removed: American has restricted cash and short-term investments related primarily to collateral held to support workers’ compensation obligations and collateral associated with the AAdvantage Financing.
−Removed: See Note 3 for further information on the AAdvantage Financing.
+Added: American has restricted cash and short-term investments related primarily to collateral held to support workers’ compensation obligations, collateral associated with the payment of interest for the AAdvantage Financing and money market funds to be used to finance the cost of improvements at the overhaul and maintenance base at Tulsa International Airport (Tulsa Maintenance Base).
+Added: See Note 3 and Note 10 for further information on the AAdvantage Financing and Tulsa Maintenance Base, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(e) Accounts Receivable, Net
−Removed: Accounts receivable primarily consist of amounts due from credit card processing companies for tickets sold to individual passengers, amounts due from airline and non-airline business partners, including American’s co-branded credit card partners and cargo customers.
+Added: Accounts receivable primarily consist of amounts due from credit card processing companies for tickets sold to individual passengers, amounts due from airline and non-airline business partners, including American’s co-branded credit card partner and cargo customers.
Receivables from ticket sales are short-term, mostly settled within seven days after sale.
9 unchanged sentences
Operating property and equipment is recorded at cost and depreciated or amortized to residual values over the asset’s estimated useful life or the lease term, whichever is less, using the straight-line method.
−Removed: Residual values for aircraft, engines and related rotable parts are generally 5 % to 10 % of original cost.
Costs of major improvements that enhance the usefulness of the asset are capitalized and depreciated or amortized over the estimated useful life of the asset or the lease term, whichever is less.
−Removed: The estimated useful lives for the principal property and equipment classifications are as follows:
+Added: Effective January 1, 2025, American adjusted the estimated useful lives of its mainline and regional aircraft, engines and related rotable parts by three years to align with the extended lives of aircraft included in American’s long-term fleet plan.
+Added: In conjunction with this change, American also reduced the salvage values for most of these assets from 10 % to 5 % of original cost to more closely reflect the estimated value at the end of the useful life.
+Added: Accordingly, the estimated useful lives for the principal property and equipment classification are as follows:
Principal Property and Equipment Classification Estimated Useful Life
3 unchanged sentences
Capitalized software 5 – 10 years
+Added: The effect of these changes did not have a material impact to depreciation and amortization expense in the consolidated statement of operations for the year ended December 31, 2025.
Total mainline and regional depreciation and amortization expense was $ 2.2 billion for each of the years ended December 31, 2025, 2024 and 2023.
8 unchanged sentences
Finance leases are included in property and equipment, current maturities of long-term debt and finance leases and long-term debt and finance leases, net of current maturities, on American’s consolidated balance sheets.
+Added: See Note 4 for further information on American’s operating and finance leases.
ROU assets represent American’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.
−Removed: ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
−Removed: American uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.
−Removed: American gives consideration to its recent debt
+Added: ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates.
+Added: American uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.
+Added: American gives consideration to its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates.
American’s lease term includes options to extend the lease when it is reasonably certain that it will exercise that option.
11 unchanged sentences
Deferred tax assets and liabilities are recorded net as noncurrent on American’s consolidated balance sheets.
−Removed: American provides a valuation allowance for its deferred tax assets, which include its NOLs and other carryforwards, when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized.
+Added: American provides a valuation allowance for its deferred tax assets, which include its net operating losses (NOLs) and other carryforwards, when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.
15 unchanged sentences
Definite-lived intangible assets are originally recorded at their acquired fair values, subsequently amortized over their respective estimated useful lives and are assessed for impairment whenever events and circumstances indicate that the assets may be impaired.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Certain domestic airport slots and airport gate leasehold rights are amortized on a straight-line basis over 25 years.
Certain marketing agreements were identified as intangible assets subject to amortization and are amortized on a straight-line basis over approximately 30 years.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
American had $ 124 million and $ 101 million of definite-lived intangible assets, net of accumulated amortization on its consolidated balance sheets as of December 31, 2025 and 2024, respectively.
9 unchanged sentences
(l) Fuel Financing
−Removed: In December 2024, American entered into a fuel financing facility with a bank pursuant to which the bank pays certain fuel invoices on its behalf.
+Added: In December 2024, American entered into a fuel financing facility with a bank pursuant to which the bank pays certain fuel invoices on American’s behalf.
The agreement contains a maximum allowable outstanding principal balance at any time of $ 1.0 billion and is required to be repaid at least quarterly.
2 unchanged sentences
Either American or the bank may terminate this agreement at any time and with immediate effect upon sixty days’ prior written notice to the other party.
−Removed: As of December 31, 2024, American had $ 74 million in fuel financing obligations included within other accrued liabilities on American’s consolidated balance sheet.
−Removed: During the year ended December 31, 2024, American recognized a nominal amount of interest expense related to this agreement.
+Added: As of December 31, 2025 and 2024, American had $ 914 million and $ 74 million, respectively, in fuel financing obligations included on American’s consolidated balance sheets.
+Added: The following is a rollforward of American’s outstanding fuel financing obligation during the years ended December 31, 2025 and 2024 (in millions):
+Added: Balance at beginning of year $ 74 $ —
+Added: Proceeds 1,217 74
+Added: Payments ( 377 ) —
+Added: Balance at end of year $ 914 $ 74
American includes payments to designated fuel suppliers as an operating activity in the consolidated statement of cash flows.
Proceeds and payments related to fuel financing transactions are presented net as a financing activity in the consolidated statement of cash flows.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
( m) Revenue Recognition
12 unchanged sentences
Total operating revenues $ 54,626 $ 54,204 $ 52,784
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(1) Loyalty revenue included in passenger revenue is principally comprised of mileage credit redemptions, which were earned from travel or co-branded credit card and other partners.
12 unchanged sentences
Ticket and other related sales for transportation that has not yet been provided are initially deferred and recorded as air traffic liability on American’s consolidated balance sheets.
−Removed: The air traffic liability principally represents tickets sold for future travel on American and partner airlines.
+Added: The air traffic liability principally represents tickets sold for future travel on American, American Eagle and partner airlines.
The majority of tickets sold are nonrefundable.
6 unchanged sentences
These taxes and fees have been presented on a net basis in the accompanying consolidated statements of operations and recorded as a liability until remitted to the appropriate taxing authority.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Loyalty Revenue
American currently operates the loyalty program, AAdvantage ® .
−Removed: This program awards mileage credits to passengers who fly on American, any one world airline or other partner airlines, or by using the services of other program participants, such as American’s co-branded credit cards, and certain hotels and car rental companies.
−Removed: Mileage credits can be redeemed for travel on American and other participating partner airlines, as well as non-air travel awards such as hotels and rental cars.
+Added: This program awards mileage credits to passengers who fly on American, American Eagle, any one world airline or other partner airlines, or by using the services of other program participants, such as American’s co-branded credit cards, and certain hotels and car rental companies.
+Added: Mileage credits can be redeemed for travel on American, American Eagle and other participating partner airlines, as well as for other non-air travel awards such as car rentals, hotel stays, cruises and retail goods from program partners.
For mileage credits earned by AAdvantage program members, American applies the deferred revenue method.
4 unchanged sentences
The estimated selling price of mileage credits is adjusted for an estimate of mileage credits that will not be redeemed using a statistical model based on historical redemption patterns to develop an estimate of the likelihood of future redemption.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: Mileage credits sold to co-branded credit cards and other partners
−Removed: American sells mileage credits to participating airline partners and non-airline business partners, including American’s co-branded credit card partners, under contracts with remaining terms generally from one to 10 years as of December 31, 2024.
+Added: Mileage credits sold to co-branded credit card and other partners
+Added: American sells mileage credits to participating airline partners and non-airline business partners, including American’s co-branded credit card partner, under contracts with remaining terms generally from one to 10 years as of December 31, 2025.
Consideration received from the sale of mileage credits is predominantly variable and payment terms typically are within 30 days subsequent to the month of mileage sale.
−Removed: Sales of mileage credits to non-airline business partners are comprised of two components, transportation and marketing.
+Added: Sales of mileage credits to co-branded credit card and non-airline business partners are comprised of two revenue elements:
+Added: a transportation component and a marketing component.
American allocates the consideration received from these sales of mileage credits based on the relative selling price of each product or service delivered.
−Removed: American’s most significant mileage credit partner agreements are its co-branded credit card agreements with Citibank N.A.
−Removed: (Citi) and Barclaycard US.
−Removed: American identified two revenue elements in these co-branded credit card agreements:
−Removed: the transportation component and the marketing component.
−Removed: In December 2024, American announced a 10 -year agreement with Citi to become the exclusive issuer of the AAdvantage co-branded credit card portfolio in the U.S.
+Added: American’s most significant mileage credit partner agreement is its co-branded credit card agreement with Citibank N.A.
+Added: In December 2024, American announced a 10 -year agreement with Citi and Citi became the exclusive issuer of the AAdvantage co-branded credit card portfolio in the U.S.
starting in 2026.
−Removed: Based on the revised terms, the products and services delivered are generally consistent with American’s previous agreement, and American will continue to allocate the consideration received based on the relative selling prices of these products and services.
The transportation component represents the estimated selling price of future travel awards and is determined using the same equivalent ticket value approach described above.
9 unchanged sentences
The accounting and recognition for the loyalty program marketing services are discussed above in “ Loyalty Revenue .” The remaining amounts included within other revenue relate to airport clubs, other commission revenue, advertising and vacation-related services.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Contract Balances
4 unchanged sentences
Total $ 17,722 $ 16,813
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
The balance of the loyalty program liability fluctuates based on seasonal patterns, which impact the volume of mileage credits issued through travel or sold to co-branded credit card and other partners (deferral of revenue) and mileage credits redeemed (recognition of revenue).
4 unchanged sentences
Balance at December 31, 2025 (2)
−Removed: (1) Principally relates to revenue recognized from the redemption of mileage credits for both air travel, non-air travel and other awards.
+Added: (1) Principally relates to revenue recognized from the redemption of mileage credits for air travel, non-air travel and other awards.
Mileage credits are combined in one homogenous pool and are not separately identifiable.
As such, the revenue is comprised of mileage credits that were part of the loyalty program deferred revenue balance at the beginning of the period, as well as mileage credits that were issued during the period.
−Removed: (2) Mileage credits can be redeemed at any time and generally do not expire as long as that AAdvantage member has any type of qualifying activity at least every 24 months or if the AAdvantage member is the primary holder of a co-branded credit card.
+Added: (2) Mileage credits can be redeemed at any time and generally do not expire as long as the AAdvantage member has any type of qualifying activity at least every 24 months or if the AAdvantage member is the primary holder of a co-branded credit card.
As of December 31, 2025, American’s current loyalty program liability was $ 3.7 billion and represents American’s current estimate of revenue expected to be recognized in the next 12 months based on historical trends, with the balance reflected in long-term loyalty program liability expected to be recognized as revenue in periods thereafter.
−Removed: Additionally, as of December 31, 2024, American’s loyalty program liability includes a one-time cash payment related to the new co-branded credit card agreement announced in December 2024, which will be amortized over the life of the new agreement beginning in 2026.
−Removed: The air traffic liability principally represents tickets sold for future travel on American and partner airlines.
+Added: Additionally, as of December 31, 2025 and 2024, American’s loyalty program liability includes a one-time cash payment related to the new co-branded credit card agreement announced in December 2024, which will be amortized over the life of the new agreement beginning in 2026.
+Added: The air traffic liability principally represents tickets sold for future travel on American, American Eagle and partner airlines.
The balance in American’s air traffic liability also fluctuates with seasonal travel patterns.
9 unchanged sentences
Advertising expense was $ 200 million, $ 143 million and $ 114 million for the years ended December 31, 2025, 2024 and 2023, respectively.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(p) Share-based Compensation
8 unchanged sentences
For the years ended December 31, 2025, 2024 and 2023, foreign currency losses were $ 15 million, $ 47 million and $ 30 million, respectively.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(r) Other Operating Expenses
2 unchanged sentences
American's regional carriers provide scheduled air transportation under the brand name “American Eagle.” The American Eagle carriers include AAG's wholly-owned regional carriers as well as third-party regional carriers.
−Removed: American's regional carrier arrangements are in the form of capacity purchase agreements with its third-party regional partners and similar arrangements with AAG’s wholly-owned regional affiliates.
−Removed: Expenses associated with American Eagle operations are classified as regional expenses on the consolidated statements of operations.
−Removed: Regional expenses for the years ended December 31, 2024, 2023 and 2022 include $ 279 million, $ 271 million and $ 269 million of depreciation and amortization, respectively, and $ 9 million, $ 7 million and $ 5 million of aircraft rent, respectively.
+Added: American's regional carrier arrangements are principally in the form of capacity purchase agreements with its third-party regional partners and similar arrangements with AAG’s wholly-owned regional affiliates.
+Added: Expenses, excluding fuel expense, associated with American Eagle operations are classified as regional expenses on the consolidated statements of operations.
+Added: Regional expenses for the years ended December 31, 2025, 2024 and 2023 include $ 293 million, $ 279 million and $ 271 million of depreciation and amortization, respectively.
+Added: Regional expenses also include $ 9 million of aircraft rent for each of the years ended December 31, 2025 and 2024 and $ 7 million for the year ended December 31, 2023.
In 2025, 2024 and 2023, American recognized $ 658 million, $ 612 million and $ 636 million, respectively, of expense under its capacity purchase agreement with Republic Airways Inc.
1 unchanged sentence
(Republic Holdings), the parent company of Republic.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Special Items, Net
2 unchanged sentences
2025 2024 2023
+Added: Litigation reserve adjustments $ 77 $ — $ —
Labor contract expenses (1)
−Removed: $ 605 $ 989 $ —
−Removed: A330 fleet-related adjustments (2)
Severance expenses 44 13 23
−Removed: Litigation reserve adjustments — — 37
+Added: A330 fleet-related adjustments (2)
Other operating special items, net 7 34 ( 41 )
2 unchanged sentences
Operating special items, net 162 643 971
−Removed: Debt refinancing and extinguishment (4)
Mark-to-market adjustments on equity investments, net (4)
+Added: Debt refinancing and extinguishment (5)
+Added: Other nonoperating special items, net 18 — —
Nonoperating special items, net — 24 362
−Removed: Income tax special items, net — — ( 9 )
−Removed: (1) Labor contract expenses for 2024 related to one-time charges resulting from the ratification of new collective bargaining agreements (CBAs) with American’s mainline flight attendants and passenger service team members, including one-time payments and adjustments to vacation accruals resulting from pay rate increases.
−Removed: Labor contract expenses for 2023 related to one-time charges resulting from the ratification of a new CBA with American’s mainline pilots, including a one-time payment of $ 754 million as well as adjustments to other benefit-related items of $ 235 million.
−Removed: (2) American retired its Airbus A330 fleet in 2020 as a result of the decline in demand for air travel due to the COVID-19 pandemic.
−Removed: In 2022, American recorded a non-cash impairment charge to write down the carrying value of its retired Airbus A330 fleet to their then estimated fair value due to the market conditions for certain used aircraft, and in 2024, American entered into a sales agreement for its remaining Airbus A330 aircraft, resulting in a $ 42 million gain.
−Removed: (3) Regional operating special items, net for 2024 included a $ 33 million non-cash write down of regional aircraft resulting from the decision to permanently park 43 Embraer 145 aircraft.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: (4) Debt refinancing and extinguishment costs in 2023 primarily included cash charges for premiums paid in connection with the early repayment of debt.
+Added: (1) Labor contract expenses for 2025 included a one-time charge resulting from adjustments to vacation accruals due to pay rate increases effective January 1, 2025, following the ratification of the contract extension in the fourth quarter of 2024 with American’s mainline maintenance and fleet service team members.
+Added: Labor contract expenses for 2024 included one-time charges resulting from the ratifications of new collective bargaining agreements (CBAs) with American’s mainline flight attendants and passenger service team members, including one-time payments and adjustments to vacation accruals resulting from pay rate increases.
+Added: Labor contract expenses for 2023 included one-time charges resulting from the ratification of a new CBA with American’s mainline pilots, including a one-time payment of $ 754 million as well as adjustments to other benefit-related items of $ 235 million.
+Added: (2) In 2024, American entered into a sales agreement for certain Airbus A330 aircraft, resulting in a $ 42 million gain.
+Added: These aircraft were previously retired in 2020 as a result of the decline in demand for air travel due to the COVID-19 pandemic.
+Added: (3) Regional operating special items, net for 2024 included a $ 33 million non-cash write down of regional aircraft resulting from the decision to permanently park 43 Embraer ERJ145 aircraft.
(4) Mark-to-market adjustments on equity investments, net included net unrealized gains and losses associated with certain equity investments.
See Note 7 for further information related to American’s equity investments.
−Removed: Long-term debt included on American’s consolidated balance sheets consisted of (in millions):
+Added: (5) Debt refinancing and extinguishment costs in 2023 primarily included cash charges for premiums paid in connection with the early repayment of debt.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: Debt included on American’s consolidated balance sheets consisted of (in millions):
2013 Term Loan Facility, variable interest rate of 6.00 %, installments until due in February 2028 (a)
1 unchanged sentence
2023 Term Loan Facility, variable interest rate of 6.26 %, installments until due in June 2029 (a)
−Removed: 10.75 % senior secured IP notes, interest and principal payments due through February 2026 (b)
−Removed: 10.75 % senior secured LGA/DCA notes, interest and principal payments due through February 2026 (b)
+Added: 10.75 % senior secured IP notes (b)
+Added: 10.75 % senior secured LGA/DCA notes (b)
7.25 % senior secured notes, interest only payments until due in February 2028 (b)
3 unchanged sentences
2021 AAdvantage Term Loan Facility, variable interest rate of 6.13 %, installments until due in April 2028 (c)
+Added: 2025 AAdvantage Term Loan Facility, variable interest rate of 7.13 %, installments until due in May 2032 (c)
Enhanced equipment trust certificates (EETCs), fixed interest rates ranging from 2.88 % to 7.15 %, averaging 3.95 %, maturing from 2026 to 2038 (d)
1 unchanged sentence
Special facility revenue bonds, fixed interest rates ranging from 2.25 % to 5.38 %, maturing from 2026 to 2036
−Removed: Total long-term debt 25,372 27,526
+Added: 24,219 25,372
+Added: Senior short-term term loan facility, variable interest rate of 6.11 %, interest only payments until due in January 2026 (f)
+Added: Total 24,848 25,372
Total unamortized debt discount, premium and issuance costs 313 300
7 unchanged sentences
Total $ 3,397
−Removed: In March 2024, American entered into a revolving credit facility that provides for borrowing capacity of up to $ 350 million, maturing in March 2027 with an option to extend for an additional year.
−Removed: As of December 31, 2024, there were no amounts drawn under this facility.
−Removed: Additionally, American currently has $ 49 million of available borrowing base under a cargo receivables facility that is set to expire in December 2025.
−Removed: As further described below, the aggregate commitments under the 2013, 2014, and 2023 Revolving Facilities are $ 2.9 billion through June 4, 2029.
+Added: (1) On April 21, 2025, the aggregate revolving commitments under the 2013, 2014 and 2023 Revolving Facilities were increased from approximately $ 2.9 billion to $ 3.0 billion upon the upsize of commitments by certain existing lenders.
+Added: No other terms were changed and there are no borrowings outstanding under the facilities.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: (2) Includes a revolving credit facility that provides for borrowing capacity of up to $ 350 million, maturing in March 2027 with an option to extend for an additional year.
+Added: Additionally, American currently has $ 47 million of available borrowing base under a cargo receivables facility that is scheduled to expire in December 2026.
+Added: There are no amounts drawn under these facilities.
Secured financings, including revolving credit and other facilities, are collateralized by assets, consisting primarily of aircraft, engines, simulators, airport gate leasehold rights, route authorities, airport slots, certain receivables, certain intellectual property and certain loyalty program assets.
4 unchanged sentences
2013 Credit Facilities
−Removed: The Amended and Restated Credit and Guaranty Agreement dated as of May 21, 2015, as amended (the 2013 Credit Agreement), includes a revolving credit facility (the 2013 Revolving Facility) and a term loan facility (the 2013 Term Loan Facility), collectively referred to as the 2013 Credit Facilities.
−Removed: On June 4, 2024, American and AAG entered into the Ninth Amendment to Amended and Restated Credit and Guaranty Agreement (the Ninth Amendment), amending the 2013 Credit Agreement, pursuant to which American terminated all existing revolving commitments and letter of credit commitments available under the 2013 Credit Agreement and established new revolving commitments in an aggregate amount of $ 500 million (which includes the ability to issue letters of credit in an aggregate amount of $ 100 million) (the newly established commitments, the 2013 Revolving Facility), which have a maturity date of June 4, 2029.
−Removed: Additionally, as a result of the Ninth Amendment, the 2013 Revolving Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, SOFR for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
−Removed: Pursuant to the Ninth Amendment, SOFR borrowings under the 2013 Revolving Facility are not subject to a credit spread adjustment.
−Removed: As of December 31, 2024, there were no borrowings or letters of credit outstanding under the 2013 Revolving Facility.
−Removed: On December 19, 2024, American and AAG entered into the Tenth Amendment to Amended and Restated Credit and Guaranty Agreement (the 2013 Credit Agreement Tenth Amendment), amending the 2013 Credit Agreement.
−Removed: As a result of the 2013 Credit Agreement Tenth Amendment, the term loans outstanding under the 2013 Credit Agreement with an outstanding principal amount of $ 980 million were replaced with term loans with a principal amount of $ 980 million.
−Removed: Pursuant to the 2013 Credit Agreement Tenth Amendment, the 2013 Term Loan Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
−Removed: Additionally, the 2013 Credit Agreement Tenth Amendment amended certain other terms of the 2013 Credit Agreement, including, among other things, reducing the minimum liquidity financial covenant threshold from $ 2.2 billion to $ 2.0 billion and removing the cost spread adjustment on the 2013 Term Loan Facility.
+Added: The Amended and Restated Credit and Guaranty Agreement dated as of May 21, 2015, as amended (the 2013 Credit Agreement), includes a revolving credit facility (the 2013 Revolving Facility) and term loan facility (the 2013 Term Loan Facility), collectively referred to as the 2013 Credit Facilities.
+Added: The 2013 Term Loan Facility matures in February 2028 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
+Added: SOFR borrowings under the 2013 Term Loan Facility are not subject to a credit spread adjustment.
As of December 31, 2025, the margin elected was 2.25 % per annum.
+Added: The 2013 Revolving Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
+Added: SOFR borrowings under the 2013 Revolving Facility are not subject to a credit spread adjustment.
+Added: The 2013 Revolving Facility has aggregate commitments of $ 519 million, with the ability to issue letters of credit up to an aggregate amount of $ 100 million.
+Added: As of December 31, 2025, there were no borrowings or letters of credit outstanding under the 2013 Revolving Facility.
2014 Credit Facilities
The Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, as amended (the 2014 Credit Agreement), includes a revolving credit facility (the 2014 Revolving Facility) and term loan facility (the 2014 Term Loan Facility), collectively referred to as the 2014 Credit Facilities.
−Removed: The 2014 Term Loan Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 0.75 % or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American, plus the SOFR adjustment applicable to such interest period (with such SOFR rate plus SOFR adjustment being subject to a floor of 0.00 %) plus an applicable margin of 1.75 %.
+Added: The 2014 Term Loan Facility matures in January 2027 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 0.75 % or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American, plus the SOFR adjustment applicable to such interest period (with such SOFR rate plus SOFR adjustment being subject to a floor of 0.00 %) plus an applicable margin of 1.75 %.
As of December 31, 2025, the margin elected was 1.75 % per annum.
+Added: The 2014 Revolving Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
+Added: SOFR borrowings under the 2014 Revolving Facility are not subject to a credit spread adjustment.
+Added: The 2014 Revolving Facility has aggregate commitments of $ 1.6 billion, with the ability to issue letters of credit up to an aggregate
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: On June 4, 2024, American and AAG entered into the Tenth Amendment to Amended and Restated Credit and Guaranty Agreement (the 2014 Credit Agreement Tenth Amendment), amending the 2014 Credit Agreement, pursuant to which American terminated all existing revolving commitments and letter of credit commitments available under the 2014 Credit Agreement and established new revolving commitments in an aggregate amount of $ 1.5 billion (which includes the ability to issue letters of credit in an aggregate amount of $ 200 million) (the newly established commitments, the 2014 Revolving Facility), which have a maturity date of June 4, 2029.
−Removed: Additionally, as a result of the 2014 Credit Agreement Tenth Amendment, the 2014 Revolving Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
−Removed: The 2014 Credit Agreement Tenth Amendment also reduced the minimum liquidity financial covenant threshold from $ 2.2 billion to $ 2.0 billion and reduced the liquidity requirement for making certain restricted payments from $ 4.2 billion to $ 4.0 billion.
−Removed: Pursuant to the 2014 Credit Agreement Tenth Amendment, SOFR borrowings under the 2014 Revolving Facility are not subject to a credit spread adjustment.
+Added: amount of $ 200 million.
As of December 31, 2025, there were no borrowings or letters of credit outstanding under the 2014 Revolving Facility.
2023 Credit Facilities
−Removed: In December 2023, American and AAG entered into a credit and guaranty agreement (the 2023 Credit Agreement) that provided for a term loan facility (the 2023 Term Loan Facility) in an aggregate principal amount of $ 1.1 billion, maturing in June 2029.
−Removed: On June 4, 2024, American and AAG entered into the First Amendment to Credit and Guaranty Agreement (the First Amendment) and the Second Amendment to Credit and Guaranty Agreement (the Second Amendment), each amending the 2023 Credit Agreement.
−Removed: Pursuant to the First Amendment, American established a revolving credit facility (the 2023 Revolving Facility, collectively with the 2023 Term Loan Facility, referred to as the 2023 Credit Facilities) in an aggregate amount of $ 890 million, maturing June 4, 2029.
−Removed: The 2023 Revolving Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
−Removed: SOFR borrowings under the 2023 Revolving Facility are not subject to a credit spread adjustment.
−Removed: As of December 31, 2024, there were no borrowings outstanding under the 2023 Revolving Facility.
−Removed: Pursuant to the Second Amendment, American replaced the $ 1.1 billion of initial term loans made pursuant to the 2023 Credit Agreement with new term loans in a principal amount of $ 1.1 billion.
−Removed: On December 23, 2024, American and AAG entered into the Third Amendment to Credit and Guaranty Agreement (the Third Amendment), amending the 2023 Credit Agreement.
−Removed: As a result of the Third Amendment, the term loans outstanding under the 2023 Credit Agreement with an outstanding principal amount of $ 1.1 billion were replaced with term loans with a principal amount of $ 1.1 billion.
−Removed: Pursuant to the Third Amendment, the 2023 Term Loan Facility bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
+Added: The Credit and Guaranty Agreement, dated as of December 4, 2023, as amended (the 2023 Credit Agreement), includes a revolving credit facility (the 2023 Revolving Facility) and term loan facility (the 2023 Term Loan Facility), collectively referred to as the 2023 Credit Facilities.
+Added: The 2023 Term Loan Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 1.25 % per annum or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
SOFR borrowings under the 2023 Term Loan Facility are not subject to a credit spread adjustment.
As of December 31, 2025, the margin elected was 2.25 % per annum.
−Removed: April 2016 Revolving Facility
−Removed: On June 4, 2024, American terminated all revolving commitments under the Credit and Guaranty Agreement, dated as of April 29, 2016 (as amended, the April 2016 Credit Agreement).
−Removed: As a result, the April 2016 Credit Agreement was terminated and all liens securing the April 2016 Credit Agreement were released.
+Added: The 2023 Revolving Facility matures in June 2029 and bears interest at a base rate (subject to a floor of 1.00 %) plus an applicable margin of 2.00 %, 2.25 % or 2.50 %, depending on AAG’s public corporate credit rating, or, at American’s option, the SOFR rate for a tenor of one, three or six months, depending on the interest period selected by American (subject to a floor of 0.00 %), plus an applicable margin of 3.00 %, 3.25 % or 3.50 %, depending on AAG’s public corporate credit rating.
+Added: SOFR borrowings under the 2023 Revolving Facility are not subject to a credit spread adjustment.
+Added: The 2023 Revolving Facility has aggregate commitments of $ 924 million.
+Added: As of December 31, 2025, there were no borrowings outstanding under the 2023 Revolving Facility.
Other Terms of the 2013, 2014 and 2023 Credit Facilities
3 unchanged sentences
The 2013, 2014 and 2023 Revolving Facilities are each subject to an undrawn annual fee of 0.75 %.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Subject to certain limitations and exceptions, the Credit Facilities are secured by collateral, including certain slots, route authorities, simulators and leasehold rights.
−Removed: American has the ability to make future modifications to the collateral pledged, subject to certain restrictions.
+Added: American has the ability to make modifications to the collateral pledged, subject to certain restrictions.
American’s obligations under the Credit Facilities are guaranteed by AAG, and such guarantee is AAG’s senior unsecured obligations (all of the collateral is owned by American, and AAG has not granted a security interest in any assets to secure any of the foregoing obligations).
3 unchanged sentences
On September 25, 2020 (the 10.75 % Senior Secured Notes Closing Date), American issued $ 1.0 billion in initial principal amount of senior secured IP notes (the IP Notes) and $ 200 million in initial principal amount of senior secured LGA/DCA notes (the LGA/DCA Notes and together with the IP Notes, the 10.75 % Senior Secured Notes).
−Removed: The obligations of American under the 10.75 % Senior Secured Notes are fully and unconditionally guaranteed (the 10.75 % Senior Secured Notes Guarantees) on a senior unsecured basis by AAG.
−Removed: The 10.75 % Senior Secured Notes bear interest at a rate of 10.75 % per annum in cash.
−Removed: Interest on the 10.75 % Senior Secured Notes is payable semiannually in arrears on September 1 and March 1 of each year, which began on March 1, 2021.
−Removed: The 10.75 % Senior Secured Notes will mature on February 15, 2026.
−Removed: The IP Notes are secured by a first lien security interest on certain intellectual property of American, including the “American Airlines” trademark and the “aa.com” domain name in the United States and certain foreign jurisdictions (the IP Collateral), and a second lien on certain slots related to American’s operations at New York LaGuardia and Ronald Reagan Washington National airports and certain other assets (the LGA/DCA Collateral and together with the IP Collateral, the 10.75 % Senior Secured Notes Collateral).
−Removed: LGA/DCA Notes are secured by a first lien security interest in the LGA/DCA Collateral.
−Removed: After the fourth anniversary of the 10.75 % Senior Secured Notes Closing Date and on or prior to the fifth anniversary of the 10.75 % Senior Secured Notes Closing Date, American may redeem all or any part of the 10.75 % Senior Secured Notes, at its option, at a redemption price equal to 105.375 % of the principal amount of the 10.75 % Senior Secured Notes redeemed, together with accrued and unpaid interest thereon, if any.
−Removed: After the fifth anniversary of the 10.75 % Senior Secured Notes Closing Date, American may redeem all or any part of the 10.75 % Senior Secured Notes, at its option, at par, together with accrued and unpaid interest thereon, if any.
−Removed: In December 2024, American redeemed an aggregate amount of $ 263 million toward portions of the outstanding principal amounts of the 10.75 % Senior Secured Notes and agreed to redeem an aggregate amount of $ 308 million by no later than April 15, 2025.
−Removed: American redeemed the aggregate amount of $ 308 million on February 4, 2025.
+Added: In February 2025, American prepaid $ 308 million toward portions of the outstanding principal amounts of the 10.75 % Senior Secured Notes.
+Added: In October 2025, American redeemed in full the $ 629 million in aggregate principal amount of 10.75 % Senior Secured Notes in advance of maturity at par, plus accrued and unpaid interest thereon, using amounts borrowed under a senior unsecured short-term term loan facility, described further below.
7.25 % Senior Secured Notes
4 unchanged sentences
The obligations of American under the 7.25 % Senior Secured Notes are fully and unconditionally guaranteed on a senior unsecured basis by AAG.
−Removed: The 7.25 % Senior Secured Notes were issued pursuant to an indenture, dated as of February 15, 2023 (the 7.25 % Senior Secured Notes Indenture), by and among American, AAG and Wilmington Trust, National Association, as trustee and collateral agent.
+Added: The 7.25 % Senior Secured Notes were issued pursuant to an indenture, dated as of February 15, 2023 (the 7.25 % Senior Secured Notes Indenture), by and among American, AAG and Wilmington Trust, National Association, as trustee
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: and collateral agent.
The 7.25 % Senior Secured Notes are American’s senior secured obligations and are secured on a first lien basis by security interests in certain assets, rights and properties that American uses to provide non-stop scheduled air carrier services between (a) certain airports in the United States and (b) airports in certain countries in South America and New Zealand (collectively, the 7.25 % Senior Secured Notes Collateral).
The 7.25 % Senior Secured Notes Collateral also secures, on a first lien, pari passu basis with the 7.25 % Senior Secured Notes, the 2013 Credit Facilities.
−Removed: American may redeem the 7.25 % Senior Secured Notes, in whole at any time or in part from time to time prior to February 15, 2025, at a redemption price equal to 100 % of the principal amount of the 7.25 % Senior Secured Notes to be redeemed, plus a “make-whole” premium, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: At any time on or after February 15, 2025, American may redeem all or any of the 7.25 % Senior Secured
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: Notes in whole at any time, or in part from time to time, at the redemption prices described in the 7.25 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: In addition, at any time prior to February 15, 2025, American may redeem up to 40 % of the original aggregate principal amount of the 7.25 % Senior Secured Notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of certain equity offerings, at a redemption price equal to 107.250 % of the aggregate principal amount of the 7.25 % Senior Secured Notes to be redeemed, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
+Added: American may redeem the 7.25 % Senior Secured Notes, in whole or in part, at the redemption prices described in the 7.25 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
Twice per year, American is required to deliver an appraisal of the 7.25 % Senior Secured Notes Collateral and an officer’s certificate demonstrating the calculation of a collateral coverage ratio in relation to the 7.25 % Senior Secured Notes Collateral (the 7.25 % Senior Secured Notes Collateral Coverage Ratio) as of the date of delivery of the appraisal for the applicable period.
9 unchanged sentences
The 8.50 % Senior Secured Notes Collateral also secures, on a first lien, pari passu basis with the 8.50 % Senior Secured Notes, the 2023 Term Loan Facility.
−Removed: American may redeem the 8.50 % Senior Secured Notes, in whole at any time or in part from time to time prior to November 15, 2025, at a redemption price equal to 100 % of the principal amount of the 8.50 % Senior Secured Notes to be redeemed, plus a “make-whole” premium, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: At any time on or after November 15, 2025, American may redeem all or any of the 8.50 % Senior Secured Notes in whole at any time, or in part from time to time, at the redemption prices described in the 8.50 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: In addition, at any time prior to November 15, 2025, American may redeem up to 40 % of the original aggregate principal amount of the 8.50 % Senior Secured Notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds of certain equity offerings, at a redemption price equal to 108.50 % of the aggregate principal amount of the 8.50 % Senior Secured Notes to be redeemed, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
−Removed: In addition, during each twelve-month period beginning on December 4, 2023 and ending on or prior to November 15, 2025, American may redeem up to 10 % of the original aggregate principal amount of the 8.50 % Senior Secured Notes at a redemption price of 103 % of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the applicable date of redemption.
+Added: American may redeem the 8.50 % Senior Secured Notes, in whole or in part, at the redemption prices described in the 8.50 % Senior Secured Notes Indenture, plus any accrued and unpaid interest thereon to but excluding the date of redemption.
Twice per year, American is required to deliver an appraisal of the 8.50 % Senior Secured Notes Collateral and an officer’s certificate demonstrating the calculation of a collateral coverage ratio in relation to the 8.50 % Senior Secured Notes Collateral (the 8.50 % Senior Secured Notes Collateral Coverage Ratio) as of the date of delivery of the appraisal for the applicable period.
−Removed: If the 8.50 % Senior Secured Notes Collateral Coverage Ratio is less than 1.6 to 1.0 as of the date of delivery of the appraisal for the applicable period, then, subject to a cure period in which additional collateral can be provided or debt repaid such that American meets the required 8.50 % Senior Secured Notes Collateral Coverage Ratio, American will be required to pay special interest in an additional amount equal to 2.0 % per annum of the principal
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: amount of the 8.50 % Senior Secured Notes until the 8.50 % Senior Secured Notes Collateral Coverage Ratio is established to be at least 1.6 to 1.0.
+Added: If the 8.50 % Senior Secured Notes Collateral Coverage Ratio is less than 1.6 to 1.0 as of the date of delivery of the appraisal for the applicable period, then, subject to a cure period in which additional collateral can be provided or debt repaid such that American meets the required 8.50 % Senior Secured Notes Collateral Coverage Ratio, American will be required to pay special interest in an additional amount equal to 2.00 % per annum of the principal amount of the 8.50 % Senior Secured Notes until the 8.50 % Senior Secured Notes Collateral Coverage Ratio is established to be at least 1.6 to 1.0.
(c) AAdvantage Financing
−Removed: On March 24, 2021 (the AAdvantage Financing Closing Date), American and AAdvantage Loyalty IP Ltd., a Cayman Islands exempted company incorporated with limited liability and an indirect wholly-owned subsidiary of American (Loyalty Issuer and, together with American, the AAdvantage Issuers), completed the offering of $ 3.5 billion aggregate principal amount of 5.50 % Senior Secured Notes due 2026 (the 2026 Notes) and $ 3.0 billion aggregate principal amount of 5.75 % Senior Secured Notes due 2029 (the 2029 Notes, and together with the 2026 Notes, the AAdvantage Notes).
−Removed: The AAdvantage Notes are fully and unconditionally guaranteed by the SPV Guarantors and AAG.
−Removed: Concurrent with the issuance of the AAdvantage Notes, the AAdvantage Issuers, as co-borrowers, entered into a term loan credit and guaranty agreement, dated March 24, 2021, as amended, providing for a $ 3.5 billion term loan facility (the AAdvantage Term Loan Facility and collectively with the AAdvantage Notes, the AAdvantage Financing) and pursuant to which the full $ 3.5 billion of term loans (the AAdvantage Loans) were drawn on the AAdvantage Financing Closing Date.
−Removed: The AAdvantage Loans are fully and unconditionally guaranteed (together with the AAdvantage Note Guarantees, the AAdvantage Guarantees) by the SPV Guarantors and AAG.
+Added: On March 24, 2021 (the 2021 AAdvantage Financing Closing Date), American and AAdvantage Loyalty IP Ltd., a Cayman Islands exempted company incorporated with limited liability and an indirect wholly-owned subsidiary of American (Loyalty Issuer and, together with American, the AAdvantage Issuers), completed the offering of $ 3.5 billion aggregate principal amount of 5.50 % Senior Secured Notes due 2026 (the 2026 Notes) and $ 3.0 billion aggregate principal amount
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: of 5.75 % Senior Secured Notes due 2029 (the 2029 Notes, and together with the 2026 Notes, the AAdvantage Notes).
+Added: The AAdvantage Notes are fully and unconditionally guaranteed (the AAdvantage Note Guarantees) by an indirect, wholly-owned subsidiary of American, and other wholly-owned subsidiaries (together, the SPV Guarantors) and AAG.
+Added: Concurrent with the issuance of the AAdvantage Notes, the AAdvantage Issuers, as co-borrowers, entered into a term loan credit and guaranty agreement, dated March 24, 2021, as amended, providing for a $ 3.5 billion term loan facility (the 2021 AAdvantage Term Loan Facility).
+Added: On March 24, 2025, the AAdvantage Issuers entered into a second amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Second Amendment).
+Added: As a result of the Second Amendment, the term loans outstanding with a principal amount of approximately $ 2.3 billion were replaced with new term loans in the same principal amount.
+Added: The terms of the new term loans are substantially similar to the prior term loans;
+Added: however, the new term loans bear interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 1.25 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 2.25 % per annum.
+Added: Additionally, the scheduled quarterly principal amortization amount was reduced to 0.25 % of the principal amount of term loans outstanding as of March 24, 2025 (approximately $ 6 million each quarter), which began in July 2025, and the remaining balance is due at maturity in April 2028.
+Added: Pursuant to the Second Amendment, the new term loans are not subject to a cost spread adjustment.
+Added: As of December 31, 2025, the margin elected for the 2021 AAdvantage Term Loan Facility was 2.25 %.
+Added: On May 28, 2025, the AAdvantage Issuers entered into a third amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Third Amendment).
+Added: As a result of the Third Amendment, the AAdvantage Issuers incurred $ 1.0 billion of incremental term loans (the 2025 AAdvantage Term Loan Facility) due on May 28, 2032.
+Added: The terms of the 2025 AAdvantage Term Loan Facility are substantially similar to the 2021 AAdvantage Term Loan Facility;
+Added: however, the 2025 AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 2.25 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 3.25 % per annum.
+Added: Additionally, the scheduled quarterly principal amortization amount is equal to 0.25 % of the original aggregate principal amount of the 2025 AAdvantage Term Loan Facility (approximately $ 3 million each quarter), which began in July 2025, and the remaining balance is due at maturity in May 2032.
+Added: Pursuant to the Third Amendment, the 2025 AAdvantage Term Loan Facility is not subject to a cost spread adjustment.
+Added: The net proceeds from the 2025 AAdvantage Term Loan Facility were used, in part, to repay AAG’s 6.50 % convertible senior notes.
+Added: As of December 31, 2025, the margin elected for the 2025 AAdvantage Term Loan Facility was 3.25 %.
+Added: The AAdvantage Notes, 2021 AAdvantage Term Loan Facility and 2025 AAdvantage Term Loan Facility are collectively referred to as the AAdvantage Financing.
+Added: The term loans drawn under the 2021 AAdvantage Term Loan Facility and 2025 AAdvantage Term Loan Facility (collectively, the AAdvantage Loans) are fully and unconditionally guaranteed (together with the AAdvantage Note Guarantees, the AAdvantage Guarantees) by the SPV Guarantors and AAG.
Subject to certain permitted liens and other exceptions, the AAdvantage Notes, AAdvantage Loans and AAdvantage Guarantees provided by the SPV Guarantors are secured by a first-priority security interest in, and pledge of, various agreements with respect to the AAdvantage program (the AAdvantage Agreements) (including all payments thereunder) and certain intellectual property licenses, certain deposit accounts that will receive cash under the AAdvantage Agreements, certain reserve accounts, the equity of each of Loyalty Issuer and the SPV Guarantors and substantially all other assets of Loyalty Issuer and the SPV Guarantors, including American’s rights to certain data and other intellectual property used in the AAdvantage program (subject to certain exceptions) (collectively, the AAdvantage Collateral).
−Removed: Payment Terms of the AAdvantage Notes and AAdvantage Loans under the AAdvantage Term Loan Facility
+Added: Payment Terms of the AAdvantage Financing
Interest on the AAdvantage Notes is payable in cash, quarterly in arrears on the 20th day of each January, April, July and October (each, an AAdvantage Payment Date), which began on July 20, 2021.
The 2026 Notes will mature on April 20, 2026, and the 2029 Notes will mature on April 20, 2029.
−Removed: The outstanding principal on the 2026 Notes will be repaid in quarterly installments of $ 292 million on each AAdvantage Payment Date, which began in July 2023.
+Added: The outstanding principal on the 2026 Notes are repaid in quarterly installments of $ 292 million on each AAdvantage Payment Date, which began in July 2023.
The outstanding principal on the 2029 Notes will be repaid in quarterly installments of $ 250 million on each AAdvantage Payment Date, beginning on July 20, 2026.
−Removed: The AAdvantage Issuers may redeem the AAdvantage Notes, at their option, in whole at any time or in part from time to time, at a redemption price equal to 100 % of the principal amount of the AAdvantage Notes redeemed plus a “make-whole” premium, together with accrued and unpaid interest to the date of redemption.
−Removed: The scheduled maturity date of the AAdvantage Loans under the AAdvantage Term Loan Facility is April 20, 2028.
−Removed: The outstanding principal on the AAdvantage Loans will be repaid in quarterly installments of $ 175 million, on each AAdvantage Payment Date, which began in July 2023.
+Added: The AAdvantage Issuers may redeem the AAdvantage Notes, at their option, in whole or in part, at a redemption price equal to 100 % of the principal amount of the AAdvantage Notes redeemed plus a “make-whole” premium, together with accrued and unpaid interest to the date of redemption.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: The scheduled maturity date of the term loans under the 2021 AAdvantage Term Loan Facility is April 20, 2028.
+Added: The outstanding principal on the loans due under such facility will be repaid in quarterly installments of approximately $ 6 million, on each AAdvantage Payment Date.
+Added: The scheduled maturity date of the term loans under the 2025 AAdvantage Term Loan Facility is May 28, 2032.
+Added: The outstanding principal on the loans due under such facility will be repaid in quarterly installments of approximately $ 3 million, on each AAdvantage Payment Date.
These amortization payments (as well as those for the AAdvantage Notes) will be subject to the occurrence of certain early amortization events, including the failure to satisfy a minimum debt service coverage ratio at specified determination dates.
−Removed: Prepayment of some or all of the AAdvantage Loans outstanding under the AAdvantage Term Loan Facility is permitted, although payment of an applicable premium is required as specified in the AAdvantage Term Loan Facility.
−Removed: The AAdvantage Indenture and the AAdvantage Term Loan Facility contain mandatory prepayment provisions triggered upon (i) the issuance or incurrence by Loyalty Issuer or the SPV Guarantors of certain indebtedness or (ii) the receipt by American or its subsidiaries of net proceeds from pre-paid frequent flyer (i.e., AAdvantage) mileage credit sales exceeding $ 505 million.
+Added: Prepayment of some or all of the outstanding amounts under the AAdvantage Loans is permitted, although payment of an applicable premium is required as specified in the term loans of the AAdvantage Loans.
+Added: The AAdvantage Indenture and the AAdvantage Loans contain mandatory prepayment provisions triggered upon (i) the issuance or incurrence by Loyalty Issuer or the SPV Guarantors of certain indebtedness or (ii) the receipt by American or its subsidiaries of net proceeds from pre-paid frequent flyer (i.e., AAdvantage) mileage credit sales exceeding $ 505 million.
Each of these prepayments would also require payment of an applicable premium.
−Removed: Certain other events, including the occurrence of a change of control with respect to AAG and certain AAdvantage Collateral sales exceeding a specified threshold, will also trigger mandatory repurchase or mandatory prepayment provisions under the AAdvantage Indenture and the AAdvantage Term Loan Facility, respectively.
−Removed: The AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 3.75 % or, at American’s option, the SOFR rate for a tenor of three months, plus a 0.26161 % credit spread adjustment
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: (with such SOFR rate plus SOFR adjustment being subject to a floor of 0.75 %) and an applicable margin of 4.75 %.
−Removed: As of December 31, 2024, the margin elected was 4.75 %.
+Added: Certain other events, including the occurrence of a change of control with respect to AAG and certain AAdvantage Collateral sales exceeding a specified threshold, will also trigger mandatory repurchase or mandatory prepayment provisions under the AAdvantage Indenture and the AAdvantage Loans, respectively.
(d) EETCs issued in 2025
−Removed: In 2024, American entered into agreements under which it borrowed $ 684 million in connection with the financing of certain aircraft that had been previously delivered.
−Removed: Debt incurred under these agreements is junior to existing equipment notes, matures in 2027 through 2028 and bears interest at fixed rates averaging 7.10 %.
+Added: 2025-1 Aircraft EETCs
+Added: In November 2025, American created two pass-through trusts which issued approximately $ 1.1 billion aggregate face amount of Series 2025-1 Class A and Class B EETCs (the 2025-1 Aircraft EETCs) in connection with the financing of 25 aircraft delivered or to be delivered to American from October 2025 through March 2026 (the 2025-1 Aircraft).
+Added: As of December 31, 2025, approximately $ 978 million of the proceeds had been used to purchase equipment notes issued by American in connection with the financing of 21 aircraft under the 2025-1 Aircraft EETCs.
+Added: Interest and principal payments on equipment notes issued in connection with the 2025-1 Aircraft EETCs are payable semi-annually in May and November each year, with interest payments scheduled to begin in May 2026 and principal payments scheduled to begin in November 2026.
+Added: The remaining proceeds of approximately $ 127 million as of December 31, 2025 were being held in escrow with a depositary for the benefit of the holders of the 2025-1 Aircraft EETCs until such time as American issues additional equipment notes with respect to the remaining 2025-1 Aircraft to the pass-through trusts, which will purchase such additional equipment notes with the escrowed funds.
+Added: These escrowed funds are not guaranteed by American and are not reported as debt on its consolidated balance sheet because the proceeds held by the depositary for the benefit of the holders of the 2025-1 Aircraft EETCs are not American’s assets.
+Added: Certain information regarding the 2025-1 Aircraft EETC equipment notes, as of December 31, 2025, is set forth in the table below:
+Added: 2025-1 Aircraft EETCs
+Added: Series A Series B
+Added: Aggregate principal issued $ 884 million $ 221 million
+Added: Remaining escrowed proceeds $ 102 million $ 25 million
+Added: Fixed interest rate per annum 4.90 % 5.65 %
+Added: Maturity date May 2038 November 2034
(e) Equipment Loans and Other Notes Payable Issued in 2025
−Removed: In 2024, American entered into agreements under which it borrowed $ 990 million in connection with the financing of certain aircraft.
+Added: In 2025, American entered into agreements under which it borrowed $ 1.2 billion in connection with the financing of certain aircraft.
Debt incurred under these agreements matures in 2036 through 2037 and bears interest at variable rates (comprised of SOFR plus an applicable margin) averaging 5.72 % as of December 31, 2025.
−Removed: As of December 31, 2024, American had issued guarantees covering AAG’s $ 1.8 billion aggregate principal amount of the PSP1 Promissory Note due April 2030, $ 1.0 billion aggregate principal amount of the PSP2 Promissory Note due January 2031, $ 959 million aggregate principal amount of the PSP3 Promissory Note due April 2031 and $ 1.0 billion aggregate principal amount of 6.50 % convertible senior notes due July 2025.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: (f) Short-Term Term Loan Facility
+Added: In October 2025, American borrowed $ 629 million under a senior unsecured short-term term loan facility to refinance in full the $ 629 million outstanding principal amount of the 10.75 % Senior Secured Notes, described above.
+Added: Term loans under the facility were scheduled to mature on January 21, 2026 and bore interest at SOFR for a tenor of one month plus an applicable margin of 2.375 % per annum, payable monthly.
+Added: The term loans were fully and unconditionally guaranteed by AAG.
+Added: On January 2, 2026, American voluntarily prepaid the remaining outstanding principal amount of the short-term term loan facility.
+Added: Other Financing Activities
+Added: In 2025, American prepaid $ 487 million of the outstanding principal amounts of certain equipment notes issued under EETCs, and these amounts were applied to repay the related trust certificates.
+Added: As of December 31, 2025, American had issued guarantees covering AAG’s $ 1.8 billion aggregate principal amount of the PSP1 Promissory Note due April 2030, $ 1.0 billion aggregate principal amount of the PSP2 Promissory Note due January 2031 and $ 959 million aggregate principal amount of the PSP3 Promissory Note due April 2031.
Certain Covenants
−Removed: American’s debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of American to incur additional indebtedness.
+Added: American’s debt agreements contain customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict American’s ability to incur additional indebtedness.
American’s debt agreements also contain customary change of control provisions, which may require it to repay or redeem such indebtedness upon certain events constituting a change of control under the relevant agreement, in certain cases at a premium.
2 unchanged sentences
Additionally, a significant portion of American’s debt financing agreements contain covenants requiring it to maintain an aggregate of at least $ 2.0 billion of unrestricted cash and cash equivalents and amounts available to be drawn under revolving credit facilities, and its AAdvantage Financing contains a peak debt service coverage ratio, pursuant to which failure to comply with a certain threshold may result in early repayment, in whole or in part, of the AAdvantage Financing.
−Removed: Specifically, American is required to meet certain collateral coverage tests for its Credit Facilities, 7.25 % Senior Secured Notes, 8.50 % Senior Secured Notes and 10.75 % Senior Secured Notes, as described below:
+Added: Specifically, American is required to meet certain collateral coverage tests for its Credit Facilities, 7.25 % Senior Secured Notes and 8.50 % Senior Secured Notes, as described below:
2013 Credit Facilities 7.25 % Senior Secured Notes
2014 Credit Facilities 2023 Credit Facilities 8.50 % Senior Secured Notes
−Removed: 10.75 % Senior Secured Notes
LTV Requirement 1.6 x Collateral valuation to amount of debt outstanding ( 62.5 % LTV)
LTV as of Last Measurement Date 38.4 % 15.3 % 25.4 %
−Removed: Frequency of Appraisals of Appraised Collateral Semi-Annual Annual
+Added: Frequency of Appraisals of Appraised Collateral Semi-Annual
Collateral Description Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S.
1 unchanged sentence
and European Union (including London Heathrow) Generally, certain slots, route authorities and airport gate leasehold rights used by American to operate certain services between the U.S.
−Removed: and Australia, Canada, the Caribbean, Central America, China, Hong Kong, Japan, Mexico, South Korea and Switzerland Generally, certain DCA slots, certain LGA slots, certain simulators and certain leasehold rights and, in the case of the IP Notes, certain intellectual property of American
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: and Australia, Canada, the Caribbean, Central America, China, Hong Kong, Japan, Mexico, South Korea and Switzerland
At December 31, 2025, American was in compliance with the applicable collateral coverage tests as of the most recent measurement dates.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
American leases certain aircraft and engines, including aircraft under capacity purchase agreements.
14 unchanged sentences
Total net lease cost $ 5,236 $ 5,051 $ 4,858
−Removed: Included in the table above is $ 225 million, $ 274 million and $ 242 million of operating lease cost under American’s capacity purchase agreement with Republic for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: Included in the table above are $ 248 million, $ 225 million and $ 274 million of lease costs under American’s capacity purchase agreement with Republic for the years ended December 31, 2025, 2024 and 2023, respectively.
American holds a 20.8 % equity interest in Republic Holdings, the parent company of Republic.
26 unchanged sentences
Financing cash flows from finance leases 120 145 255
−Removed: Gain on sale leaseback transactions, net 76 12 2
+Added: Gain (loss) on sale leaseback transactions, net ( 13 ) 76 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
6 unchanged sentences
2029 1,131 102
−Removed: 2029 1,004 72
2031 and thereafter 2,987 310
4 unchanged sentences
Long-term lease obligations $ 5,860 $ 610
−Removed: As of December 31, 2024, American had additional operating lease commitments that have not yet commenced of approximately $ 693 million for five Boeing 787 Family aircraft scheduled to be delivered in 2025 with lease terms of 10 years.
The significant components of the income tax provision were (in millions):
1 unchanged sentence
2025 2024 2023
−Removed: Current income tax benefit:
−Removed: State, local and foreign $ — $ — $ ( 6 )
Deferred income tax provision:
3 unchanged sentences
Total income tax provision $ 197 $ 426 $ 394
−Removed: The income tax provision differed from amounts computed at the statutory federal income tax rate as follows (in millions):
+Added: The income tax provision differed from amounts computed at the U.S.
+Added: federal statutory income tax rate as follows (amounts in millions):
Year Ended December 31,
2025 2024 2023
−Removed: Statutory income tax provision $ 354 $ 332 $ 95
−Removed: State, local and foreign income tax provision, net of federal tax effect 30 25 3
−Removed: Book expenses not deductible for tax purposes 40 35 20
−Removed: Change in valuation allowance — 3 —
−Removed: Other, net 2 ( 1 ) ( 2 )
−Removed: Income tax provision $ 426 $ 394 $ 116
+Added: Amount Rate Amount Rate Amount Rate
+Added: federal statutory income tax rate $ 160 21.0 % $ 355 21.0 % $ 332 21.0 %
+Added: Domestic federal:
+Added: Nontaxable or nondeductible items
+Added: Nondeductible meals and other nondeductible employee benefits 23 3.0 % 18 1.1 % 19 1.2 %
+Added: Nondeductible officer compensation 10 1.3 % 12 0.7 % 11 0.6 %
+Added: Other nontaxable and nondeductible items ( 4 ) ( 0.4 ) % 12 0.7 % 4 0.3 %
+Added: Other ( 6 ) ( 0.8 ) % — — % — — %
+Added: Domestic state and local income taxes, net of federal effect 14 1.8 % 29 1.7 % 28 1.8 %
+Added: Effective tax rate $ 197 25.9 % $ 426 25.2 % $ 394 24.9 %
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
17 unchanged sentences
Net deferred tax asset $ 1,823 $ 2,058
−Removed: At December 31, 2024, American had approximately $ 12.8 billion of gross federal net operating losses (NOLs) and $ 4.2 billion of other carryforwards available to reduce future federal taxable income, of which $ 2.9 billion will expire beginning in 2033 if unused and $ 14.1 billion can be carried forward indefinitely.
+Added: At December 31, 2025, American had approximately $ 11.7 billion of gross federal NOLs and $ 3.8 billion of other carryforwards available to reduce future federal taxable income, of which $ 1.8 billion will expire beginning in 2033 if unused and $ 13.7 billion can be carried forward indefinitely.
American is a member of AAG’s consolidated federal and certain state income tax returns.
1 unchanged sentence
American’s ability to use its NOLs and other carryforwards depends on the amount of taxable income generated in future periods.
−Removed: American provides a valuation allowance for its deferred tax assets, which include the NOLs, when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized.
+Added: American provides a valuation allowance for its deferred tax assets, which include its NOLs and other carryforwards, when it is more likely than not that some portion, or all of its deferred tax assets, will not be realized.
American considers all available positive and negative evidence and makes certain assumptions in evaluating the realizability of its deferred tax assets.
45 unchanged sentences
Repurchase agreements 550 — 550 —
−Removed: government and agency obligations 100 — 100 —
6,177 678 5,499 —
8 unchanged sentences
(2) American’s short-term investments as of December 31, 2025 mature in one year or less.
−Removed: (3) Restricted cash and short-term investments primarily include collateral held to support workers' compensation obligations and collateral associated with the payment of interest for the AAdvantage Financing.
−Removed: Restricted short-term investments mature in one year or less except for $ 155 million and $ 218 million as of December 31, 2024 and December 31, 2023, respectively.
−Removed: (4) Long-term investments include American's equity investments in China Southern Airlines Company Limited (China Southern Airlines), Vertical Aerospace Ltd.
−Removed: (Vertical) and GOL.
+Added: (3) Restricted cash and short-term investments primarily include collateral held to support workers’ compensation obligations, collateral associated with the payment of interest for the AAdvantage Financing and money market funds to be used to finance the cost of improvements at the Tulsa Maintenance Base.
+Added: Restricted short-term investments principally mature in one year or less.
+Added: (4) Long-term investments primarily include American's equity investment in China Southern Airlines Company Limited (China Southern Airlines).
See Note 7 for further information on American’s equity investments.
15 unchanged sentences
Accounting Treatment 2025 2024 2025 2024
−Removed: Republic Holdings Equity Method 25.0 % 25.0 % $ 253 $ 240
+Added: Republic Holdings (1)
+Added: Equity Method 20.8 % 25.0 % $ 254 $ 253
China Southern Airlines Fair Value 1.5 % 1.5 % 203 142
2 unchanged sentences
Total $ 603 $ 515
−Removed: (1) Primarily includes American’s investment in JetSMART Holdings Limited, which is accounted for under the equity method, and American’s investments in Vertical and GOL, which are each accounted for at fair value.
+Added: (1) In November 2025, Republic Holdings completed a merger with Mesa Air Group, Inc.
+Added: As a result, American’s equity interest in Republic Holdings decreased from 25.0 % to 20.8 %.
+Added: (2) Primarily includes American’s investment in JetSMART Holdings Limited, which is accounted for under the equity method.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
23 unchanged sentences
Employer contributions (4)
+Added: 225 295 105 93
Benefit payments ( 914 ) ( 907 ) ( 130 ) ( 107 )
3 unchanged sentences
(1) The 2025 and 2024 pension actuarial loss (gain) primarily relates to the change in American’s weighted average discount rate assumption.
−Removed: (2) The 2024 retiree medical and other postretirement benefits actuarial gain primarily relates to changes in certain retirement and weighted average discount rate assumptions, offset by increases in health care premiums and health care cost assumptions.
−Removed: The 2023 retiree medical and other postretirement benefits actuarial loss primarily relates to the change in American’s weighted average discount rate assumption and change in health care cost assumptions.
−Removed: (3) American remeasured its retiree medical and other postretirement benefits to account for enhanced retirement benefits pursuant to the ratification of new CBAs.
−Removed: As a result, in 2024 and 2023, American increased its postretirement benefits obligation by $ 54 million and $ 339 million, respectively, which was included as a component of prior service cost in accumulated other comprehensive loss.
−Removed: (4) In 2024, American made required contributions of $ 280 million and supplemental contributions of $ 15 million to its defined benefit pension plans, and in 2023, American made required contributions of $ 67 million and supplemental contributions of $ 4 million to its defined benefit pension plans.
+Added: (2) The 2025 and 2024 retiree medical and other postretirement benefits actuarial gain primarily relates to changes in certain retirement assumptions, offset in part by increases in health care premiums and health care cost assumptions.
+Added: Changes in American’s weighted average discount rate assumption also impacted the net actuarial gain in 2025 and 2024.
+Added: (3) In 2024, American remeasured its retiree medical and other postretirement benefits to account for enhanced retirement benefits pursuant to the ratification of new CBAs.
+Added: As a result, American increased its postretirement benefits obligation by $ 54 million, which was included as a component of prior service cost in accumulated other comprehensive loss.
+Added: (4) In 2025 and 2024, American made required contributions of $ 221 million and $ 280 million, respectively, to its defined benefit pension plans.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
74 unchanged sentences
American’s future funding obligations will depend on the performance of American’s investments held in a trust by the pension plans, interest rates for determining funding targets, the amount of and timing of any supplemental contributions and American’s actuarial experience.
+Added: In January 2026, American made required contributions of $ 236 million and a supplemental contribution of $ 50 million to its defined benefit pension plans.
Benefit Payments
13 unchanged sentences
Equity 45 % 10 % - 80 %
−Removed: Large 18 % 10 % - 40 %
−Removed: Small/Mid 4 % 0 % - 10 %
−Removed: International Large 11.5 % 5 % - 25 %
−Removed: International Small/Mid 2.5 % 0 % - 10 %
+Added: 18 % 5 % - 40 %
+Added: International developed markets 9 % 0 % - 20 %
Emerging markets 3 % 0 % - 10 %
34 unchanged sentences
(1) See Note 6 for a description of the levels within the fair value hierarchy.
−Removed: (2) Equity investments include domestic and international common stock and preferred stock.
−Removed: (3) Fixed income investments include corporate, government and U.S.
−Removed: municipal bonds, as well as mutual funds invested in fixed income securities.
−Removed: (4) Other primarily includes a short-term investment fund, net receivables and payables of the master trust for dividends, interest and amounts due to or from the sale and purchase of securities and cash and cash equivalents.
+Added: (2) Equity investments primarily include domestic and international common stock.
+Added: (3) Fixed income investments primarily include corporate and government bonds, as well as mutual funds invested in fixed income securities.
+Added: (4) Other primarily includes a short-term investment fund, net receivables and payables of the pension plan’s master trust for dividends, interest and amounts due to or from the sale and purchase of securities and cash and cash equivalents.
(5) Includes investments that were measured at NAV per share (or its equivalent) as a practical expedient that have not been classified in the fair value hierarchy.
(6) Common collective trusts include commingled funds primarily invested in equity securities.
−Removed: For some trusts, requests for withdrawals must meet specific requirements with advance notice of redemption preferred.
(7) Private investments include limited partnerships that invest primarily in domestic private equity and private income opportunities.
1 unchanged sentence
It is estimated that the underlying assets of these funds will be gradually liquidated over the next 10 years.
−Removed: As of December 31, 2024, the pension plan’s master trust has future funding commitments to these limited partnerships of approximately $ 1.1 billion, most of which are expected to be called over the next five years .
+Added: As of December 31, 2025, the pension plan’s master trust has future funding commitments to these limited partnerships of approximately $ 1.0 billion, most of which are expected to be called over the next seven years .
Changes in fair value measurements of Level 3 investments during the years ended December 31, 2025 and 2024, were as follows (in millions):
9 unchanged sentences
Defined Contribution and Multiemployer Plans
−Removed: The costs associated with American’s defined contribution plans were $ 1.4 billion, $ 1.1 billion and $ 916 million for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: The costs associated with American’s defined contribution plans were $ 1.6 billion, $ 1.4 billion and $ 1.1 billion for the years ended December 31, 2025, 2024 and 2023, respectively.
American participates in the International Association of Machinists & Aerospace Workers (IAM) National Pension Fund, Employer Identification No.
3 unchanged sentences
The IAM Pension Fund reported $ 640 million in employers’ contributions for the year ended December 31, 2024, which is the most recent year for which such information is available.
−Removed: For 2023, American’s contributions represented more than 5 % of total contributions to the IAM Pension Fund.
+Added: For 2024 and 2023, American’s contributions represented more than 5 % of total contributions to the IAM Pension Fund.
On March 29, 2019, the actuary for the IAM Pension Fund certified that the fund was in “endangered” status despite reporting a funded status of over 80 %.
6 unchanged sentences
Profit Sharing Program
−Removed: American accrues a percentage of its pre-tax income excluding net special items for its profit sharing program.
+Added: American’s annual profit sharing program is funded by 10 % of adjusted pre-tax earnings up to $ 2.5 billion and 20 % of earnings above that threshold.
+Added: Adjusted pre-tax earnings exclude net special items and certain other amounts, as defined by the plan.
For the year ended December 31, 2025, American accrued $ 55 million for this program, which will be distributed to employees in the first quarter of 2026.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Accumulated Other Comprehensive Loss
−Removed: The components of AOCI are as follows (in millions):
+Added: The components of accumulated other comprehensive income (loss) (AOCI) are as follows (in millions):
Postretirement
11 unchanged sentences
(1) Relates principally to pension, retiree medical and other postretirement benefits obligations that will not be recognized in net income until the obligations are fully extinguished.
−Removed: (2) Relates to pension, retiree medical and other postretirement benefits obligations and is recognized within the income tax provision on American’s consolidated statements of operations.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: Amounts reclassified from AOCI are recognized within the income tax provision on American’s consolidated statements of operations.
Reclassifications out of AOCI for the years ended December 31, 2025 and 2024 are as follows (in millions):
13 unchanged sentences
$ 2,931 $ 2,468 $ 4,021 $ 4,921 $ 3,151 $ 6,696 $ 24,188
−Removed: (1) These amounts are net of purchase deposits currently held by the manufacturers.
−Removed: American’s purchase deposits held by all manufacturers totaled $ 1.0 billion and $ 760 million as of December 31, 2024 and 2023, respectively.
+Added: (1) These amounts are net of purchase deposits currently held by the equipment manufacturers.
+Added: American’s purchase deposits held by such manufacturers totaled $ 656 million and $ 1.0 billion as of December 31, 2025 and 2024, respectively.
Due to uncertainty surrounding the timing of delivery of certain aircraft, the amounts in the table represent American’s most current estimate based on contractual delivery schedules adjusted for updates and revisions to such schedules communicated to management by the applicable equipment manufacturer and certain management assumptions.
−Removed: However, the actual delivery schedule may differ, potentially materially, based on various potential factors including production delays by the manufacturer and regulatory concerns.
−Removed: Additionally, the amounts in the table exclude five Boeing 787 Family aircraft scheduled to be delivered in 2025, for which American has obtained committed lease financing.
−Removed: See Note 4 for information regarding this operating lease commitment.
+Added: However, the actual delivery schedule may differ, potentially materially, based on various potential factors including production delays by the equipment manufacturers and regulatory concerns.
Additionally, American has other purchase commitments primarily related to aircraft fuel, flight equipment maintenance and information technology support as follows (approximately):
$ 4.1 billion in 2026, $ 1.8 billion in 2027, $ 1.6 billion in 2028, $ 493 million in 2029, $ 615 million in 2030 and $ 3.7 billion in 2031 and thereafter.
−Removed: These amounts exclude obligations under certain fuel offtake agreements or other agreements for which the timing of the related expenditure is uncertain, or which are subject to material contingencies, such as the construction of a production facility.
+Added: These amounts exclude
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: obligations under certain fuel offtake agreements or other agreements for which the timing of the related expenditure is uncertain, or which are subject to material contingencies, such as the construction of a production facility.
(b) Capacity Purchase Agreements with Third-Party Regional Carriers
5 unchanged sentences
As of December 31, 2025, American’s capacity purchase agreements with third-party regional carriers had expiration dates ranging from 2032 to 2033, with rights of American to extend the respective terms of certain agreements.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: As of December 31, 2024, American’s minimum obligations under its capacity purchase agreements with third-party regional carriers are expected to be as follows (approximately, in millions):
+Added: As of December 31, 2025, American’s commitments under its capacity purchase agreements with third-party regional carriers are expected to be as follows (approximately, in millions):
2026 2027 2028 2029 2030 2031 and Thereafter Total
−Removed: Minimum obligations under capacity purchase agreements with third-party regional carriers (1)
+Added: Regional capacity purchase agreements (1)
$ 1,159 $ 1,156 $ 1,082 $ 900 $ 457 $ 399 $ 5,153
(1) These commitments are estimates of costs based on assumed minimum levels of flying under the capacity purchase agreements and American’s actual payments could differ materially.
−Removed: Rental payments under operating leases for certain aircraft flown under these capacity purchase agreements are reflected in the operating lease commitments in Note 4.
−Removed: (c) Airport Redevelopment
+Added: (c) Construction Projects
Los Angeles International Airport (LAX)
8 unchanged sentences
As American controls the assets during construction, they are recognized on its consolidated balance sheets within operating property and equipment until the assets are sold and transferred.
−Removed: For the years ended December 31, 2024 and 2023, American has sold and transferred $ 588 million and $ 170 million of non-proprietary improvements, respectively, which are included within proceeds from sale-leaseback transactions and sale of property and equipment on American’s consolidated statements of cash flows.
−Removed: For the years ended December 31, 2024, 2023 and 2022, American had $ 187 million, $ 283 million and $ 241 million, respectively, of non-proprietary improvement costs relating to the LAX modernization project, which are included within other investing activities on American’s consolidated statements of cash flows.
+Added: For the years ended December 31, 2025, 2024 and 2023, American has sold and transferred $ 163 million, $ 588 million and $ 170 million of non-proprietary improvements, respectively, which are included within proceeds from sale-leaseback transactions and sale of property and equipment on American’s consolidated statements of cash flows.
+Added: For the years ended December 31, 2025, 2024 and 2023, American incurred $ 107 million, $ 187 million and $ 283 million, respectively, of non-proprietary improvement costs relating to the LAX modernization project.
+Added: Cash payments related to these improvements are included within other investing activities on American’s consolidated statements of cash flows.
+Added: Tulsa Maintenance Base
+Added: Improvements to the Tulsa Maintenance Base include the design, construction and renovation of various facilities therein.
+Added: The Tulsa Maintenance Base is American’s largest maintenance facility and is an integral part of operating its mainline fleet.
+Added: American has concluded that it does not control the underlying assets being constructed, and therefore, it recognizes operating lease liabilities with corresponding ROU assets on the consolidated balance sheet as individual project stages are completed and leases commence.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: In May 2025, the Tulsa Municipal Airport Trust (TMAT) issued $ 400 million aggregate principal amount of special facility revenue bonds on behalf of American, with $ 300 million maturing on December 1, 2035 and $ 100 million maturing on December 1, 2040 (collectively, the 2025 TMAT Bonds).
+Added: The 2025 TMAT Bond due December 1, 2035 was priced at 109 % of par value and the 2025 TMAT Bond due December 1, 2040 was priced at 107 % of par value.
+Added: The gross proceeds from the issuance of the 2025 TMAT Bonds were approximately $ 432 million.
+Added: Of this amount, $ 104 million was used to fund the redemption of the aggregate principal amount of TMAT’s outstanding 2015 special facility revenue bonds (the 2015 TMAT Bonds), and the remaining $ 328 million will be used to finance the cost of improvements at the Tulsa Maintenance Base, which are expected to be completed in 2028.
+Added: The net proceeds received from the 2025 TMAT Bonds, offset by related project spend, are reflected within other investing activities in the consolidated statement of cash flows.
+Added: The 2025 TMAT Bonds bear interest at 6.25 % per annum commencing on May 8, 2025, until the day preceding the applicable maturity date, on which date the bonds will be subject to mandatory tender for purchase by American.
+Added: American is required to pay rent equal to the annual principal and interest requirement on the 2025 TMAT Bonds through payments under a sublease agreement with TMAT (as amended), and AAG guarantees the 2025 TMAT Bonds.
+Added: American’s obligations under both the sublease agreement with TMAT and the 2025 TMAT Bonds are secured by a leasehold mortgage on American’s lease of the Tulsa Maintenance Base.
(d) Off-Balance Sheet Arrangements
3 unchanged sentences
In the case of aircraft EETCs, rather than finance each aircraft separately when such aircraft is purchased, delivered or refinanced, these trusts allow American to raise the financing for a number of aircraft at one time and, if applicable, place such funds in escrow pending a future purchase, delivery or refinancing of the relevant aircraft.
−Removed: Similarly, in the case of the spare engine EETCs, the trusts allow American to use its existing pool of spare engines to raise financing under a single facility.
+Added: Similarly, in the case of spare engine EETCs, the trusts allow American to use its existing pool of spare engines to raise financing under a single facility.
The trusts have also been structured to provide for certain credit enhancements, such as liquidity facilities to cover certain interest payments, that reduce the risks to the purchasers of the trust certificates and, as a result, reduce the cost of aircraft financing to American.
1 unchanged sentence
At the time of each covered aircraft or spare engine financing, the relevant trust used the proceeds from the issuance of the EETC (which may have been available at the time of issuance thereof or held in escrow until financing of the applicable aircraft following its delivery) to purchase equipment notes relating to the financed aircraft or engines.
−Removed: The equipment notes are issued, at American’s election, in connection
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: with a mortgage financing of the aircraft or spare engines.
+Added: The equipment notes are issued, at American’s election, in connection with a mortgage financing of the aircraft or spare engines.
The equipment notes are secured by a security interest in the aircraft or engines, as applicable.
7 unchanged sentences
(e) Legal Proceedings
−Removed: Government Antitrust Action Related to the Northeast Alliance.
−Removed: On September 21, 2021, the United States Department of Justice, joined by Attorneys General from six states and the District of Columbia, filed an antitrust complaint against American and JetBlue Airways Corporation (JetBlue) in the U.S.
−Removed: District Court for the District of Massachusetts alleging that American and JetBlue violated U.S.
−Removed: antitrust law in connection with the previously disclosed Northeast Alliance arrangement (NEA).
−Removed: On May 19, 2023, the U.S.
−Removed: District Court for the District of Massachusetts issued an order permanently enjoining American and JetBlue from continuing and further implementing the NEA.
−Removed: In June 2023, JetBlue delivered a notice of termination of the NEA, effective July 29, 2023, and the carriers have substantially completed wind-down activities.
−Removed: Following written submissions by the parties and a hearing on July 26, 2023, the U.S.
−Removed: District Court for the District of Massachusetts entered a Final Judgment and Order Entering Permanent Injunction on July 28, 2023.
−Removed: The parties are complying with the terms of the Final Judgment and Order Entering Permanent Injunction, including by completing wind-down activities related to the NEA.
−Removed: American filed a notice of appeal to the U.S.
−Removed: Court of Appeals for the First Circuit on September 25, 2023.
−Removed: The First Circuit affirmed the District Court’s decision on November 8, 2024.
−Removed: Any petition for writ of certiorari to the U.S.
−Removed: Supreme Court would be due February 27, 2025.
−Removed: Private Party Antitrust Actions Related to the Northeast Alliance.
−Removed: On December 5, 2022 and December 7, 2022, two private party plaintiffs filed putative class action antitrust complaints against American and JetBlue in the U.S.
−Removed: District Court for the Eastern District of New York alleging that American and JetBlue violated U.S.
+Added: Private Party Antitrust Actions Related to the Northeast Alliance (NEA).
+Added: On December 5, 2022 and December 7, 2022, two private party plaintiffs filed putative class action antitrust complaints against AAG and JetBlue Airways Corporation (JetBlue) in the U.S.
+Added: District Court for the Eastern District of New York alleging that AAG and JetBlue violated U.S.
antitrust law in connection with the previously disclosed NEA.
1 unchanged sentence
The private party plaintiffs filed an amended consolidated complaint on February 3, 2023.
−Removed: On February 2, 2023 and February 15, 2023, private party plaintiffs filed two additional putative class action antitrust complaints against American and JetBlue in the U.S.
+Added: On February 2, 2023 and February 15, 2023, private party plaintiffs filed two additional putative class action antitrust complaints against AAG and JetBlue in the U.S.
District Court for the District of Massachusetts and the U.S.
−Removed: District Court for the Eastern District of New York, respectively.
−Removed: In March 2023, American filed a motion in the U.S.
+Added: District Court for the Eastern District of New York,
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: respectively.
+Added: In March 2023, AAG filed a motion in the U.S.
District Court for the District of Massachusetts case asking to transfer the case to the U.S.
3 unchanged sentences
In June 2023, the private party plaintiffs filed a second amended consolidated complaint, followed by a third amended complaint filed in August 2023.
−Removed: In September 2023, American, together with JetBlue, filed a motion to dismiss the third amended complaint.
+Added: In September 2023, AAG, together with JetBlue, filed a motion to dismiss the third amended complaint.
In September 2024, the court denied that motion.
−Removed: American believes these lawsuits are without merit and is defending against them vigorously.
−Removed: Securities Litigation.
−Removed: On July 18, 2024, AAG and certain of its current and former officers were named as defendants in a putative class action lawsuit filed in the United States District Court for the Northern District of Texas, captioned Q awasmi v.
+Added: AAG and JetBlue filed answers to the private party plaintiffs’ third amended complaint in October 2024.
+Added: AAG believes these lawsuits are without merit and is defending against them vigorously.
+Added: Securities and Stockholder Derivative Litigation.
+Added: On July 18, 2024, AAG and certain of its current and former officers were named as defendants in a putative class action lawsuit filed in the U.S.
+Added: District Court for the Northern District of Texas, captioned Qawasmi v.
American Airlines Group Inc., et al .
−Removed: The Qawasmi plaintiff purports to represent investors who acquired AAG securities between January 25, 2024 and May 28, 2024.
+Added: The Qawasmi plaintiff purported to represent investors who acquired AAG securities between January 25, 2024 and May 28, 2024.
On August 28, 2024, AAG and certain of its current and former officers were named as defendants in a second putative class action lawsuit filed in the same court, captioned Thornburg v.
American Airlines Group Inc., et al .
−Removed: The Thornburg plaintiff purports to represent investors who acquired AAG securities between July 20, 2023 and May 28, 2024.
−Removed: Both the Qawasmi and Thornburg complaints assert violations of Sections 10(b) and 20(a) of the Exchange Act based on allegations that, during the relevant periods, AAG misrepresented and/or omitted material facts related to its financial outlook and certain commercial initiatives.
−Removed: On September 16, 2024, certain purported AAG investors moved for consolidation of the Qawasmi and Thornburg actions as well as appointment as lead plaintiff.
+Added: The Thornburg plaintiff purported to represent investors who acquired AAG securities between July 20, 2023 and May 28, 2024.
+Added: Both the Qawasmi and Thornburg complaints asserted violations of Sections 10(b) and 20(a) of the Exchange Act based on allegations that, during the relevant periods, AAG misrepresented and/or omitted material facts related to its financial outlook and certain commercial initiatives.
On November 22, 2024, the Qawasmi and Thornburg complaints were consolidated into a single action bearing the caption In re American Airlines Group Inc.
1 unchanged sentence
The court also appointed co-lead plaintiffs and lead counsel to represent the putative class in the consolidated action.
−Removed: The parties now anticipate briefing a motion to dismiss the action.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
−Removed: Additionally, on September 19, 2024, certain of AAG’s current and former directors and officers were named as defendants in a shareholder derivative lawsuit (in which AAG is a nominal defendant) filed in the United States District Court for the Northern District of Texas, captioned Hollin v.
−Removed: The Hollin complaint asserts violations of Section 10(b) of the Exchange Act, breach of fiduciary duty, and claims for unjust enrichment and corporate waste.
+Added: Plaintiffs filed a consolidated complaint on January 21, 2025, and an amended consolidated complaint on March 19, 2025.
+Added: The consolidated complaint made similar factual allegations to the prior complaints regarding AAG’s financial outlook and certain commercial initiatives.
+Added: AAG and the individual defendants filed a joint motion to dismiss on March 21, 2025.
+Added: On November 15, 2025, the court granted AAG’s motion in full, dismissing the complaint with prejudice.
+Added: The court entered final judgment in favor of defendants on November 18, 2025.
+Added: Plaintiffs did not appeal the order, and the case is closed.
+Added: Additionally, on September 19, 2024, certain of AAG’s current and former directors and officers were named as defendants in a shareholder derivative lawsuit (in which AAG is a nominal defendant) filed in the U.S.
+Added: District Court for the Northern District of Texas, captioned Hollin v.
+Added: The Hollin complaint asserted violations of Section 10(b) of the Exchange Act, breach of fiduciary duty, and claims for unjust enrichment and corporate waste.
On September 26, 2024, a second derivative complaint was filed in the same court, similarly naming certain of AAG’s current and former directors and officers (as well as AAG as a nominal defendant), captioned Leon v.
−Removed: The Leon complaint asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty, claims of unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and a claim for contribution.
−Removed: The Hollin and Leon complaints generally allege the same purported misconduct as alleged in the securities class actions.
+Added: Isom, et al .
+Added: The Leon complaint asserted violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty, claims of unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and a claim for contribution.
+Added: The Hollin and Leon complaints generally alleged the same purported misconduct as alleged in the securities class action.
On November 25, 2024, the Hollin and Leon complaints were consolidated into a single action bearing the caption In re American Airlines Group Inc.
−Removed: Stockholder Derivative Action.
−Removed: American believes both the securities class actions and shareholder derivative lawsuits are without merit and intends to defend against them vigorously.
+Added: Stockholder Derivative Litigation .
+Added: Plaintiffs and AAG filed a joint motion to voluntarily dismiss the consolidated derivative action without prejudice on February 5, 2026, and on February 6, 2026, the court granted AAG’s motion in full, dismissing all claims in the matter without prejudice and entering final judgment in favor of defendants.
+Added: American Eagle Flight 5342 Accident Litigation.
+Added: On January 29, 2025, American Eagle flight 5342 was involved in a fatal accident in Washington, D.C.
+Added: The Bombardier CRJ700 aircraft operated by PSA Airlines, Inc.
+Added: (PSA) was en route to Washington, D.C.
+Added: from Wichita, Kansas when it was involved in a midair collision near Ronald Reagan Washington National Airport.
+Added: Beginning on September 24, 2025, multiple wrongful death and survival actions have been filed in the U.S.
+Added: District Court for the District of Columbia related to the accident.
+Added: AAG expects additional actions will continue to be filed.
+Added: All cases have been assigned to the same judge and are subject to streamlined pleading and discovery procedures.
+Added: The court required plaintiffs to file a single consolidated Master Complaint (MC), with later joining plaintiffs to file short form complaints adopting the MC and adding any plaintiff-specific information.
+Added: The MC alleges that the U.S.
+Added: Government, American and PSA negligently caused or contributed to the accident.
+Added: In December 2025, American and PSA filed motions to dismiss asserting several defenses.
+Added: Briefing on the motions to dismiss is ongoing, with a hearing set for February 27, 2026.
+Added: Discovery is ongoing pursuant to an expedited 18-month discovery and pre-trial calendar, which sets the trial date for April 12, 2027.
+Added: AAG believes these lawsuits are without merit as to American and PSA and is defending against them vigorously.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
In addition to the specifically identified legal proceedings, American and its subsidiaries are also engaged in other legal proceedings from time to time.
16 unchanged sentences
American has liability insurance protecting American from some of the obligations it has undertaken under these indemnities.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
American is required to make principal and interest payments for certain special facility revenue bonds issued by municipalities primarily to build or improve airport facilities and purchase equipment, which are leased to American.
1 unchanged sentence
As of December 31, 2025, the remaining lease payments through 2040 guaranteeing the principal and interest on these bonds are $ 703 million and the current carrying amount of the associated operating lease liability in the accompanying consolidated balance sheet is $ 427 million.
−Removed: As of December 31, 2024, American had issued guarantees covering AAG’s $ 1.8 billion aggregate principal amount of the PSP1 Promissory Note due April 2030, $ 1.0 billion aggregate principal amount of the PSP2 Promissory Note due January 2031, $ 959 million aggregate principal amount of the PSP3 Promissory Note due April 2031 and $ 1.0 billion aggregate principal amount of 6.50 % convertible senior notes due July 2025.
+Added: As of December 31, 2025, American had issued guarantees covering AAG’s $ 1.8 billion aggregate principal amount of the PSP1 Promissory Note due April 2030, $ 1.0 billion aggregate principal amount of the PSP2 Promissory Note due January 2031 and $ 959 million aggregate principal amount of the PSP3 Promissory Note due April 2031.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
(g) Credit Card Processing Agreements
4 unchanged sentences
(h) Labor Contracts
−Removed: In September 2024, American and the Association of Professional Flight Attendants, the union representing American’s mainline flight attendants, ratified a new CBA.
−Removed: This five-year agreement provides wage rate increases, quality-of-life benefits and other benefit-related items.
−Removed: The ratified agreement also included a provision for a one-time payment.
−Removed: In 2024, one-time charges resulting from the ratification of this new agreement were recorded as mainline operating special items, net in the condensed consolidated statement of operations, including the one-time payment of $ 514 million which was paid in November 2024.
As of December 31, 2025, American employed approximately 106,000 active full-time equivalent (FTE) employees.
6 unchanged sentences
ROU assets acquired through operating leases $ 884 $ 614 $ 1,172
−Removed: Property and equipment acquired through debt, finance leases and other 151 317 46
Operating leases converted to finance leases 269 293 5
Finance leases converted to operating leases 127 50 42
+Added: Property and equipment acquired through debt, finance leases and other 70 151 317
Supplemental information:
Interest paid, net 1,551 1,806 2,058
−Removed: Income taxes paid 8 6 2
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Segment Disclosures
12 unchanged sentences
The objective in making resource allocation decisions is to maximize consolidated financial results.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Share-based Compensation
15 unchanged sentences
Cash-settled restricted stock unit awards (CRSUs) are liability-classified as the vesting results in payment of cash by AAG.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Stock-settled RSU award activity for all plans for the years ended December 31, 2025, 2024 and 2023 is as follows:
7 unchanged sentences
Granted 2,580 15.76
+Added: ( 2,809 ) 16.18
Vested and released ( 4,833 ) 15.91
2 unchanged sentences
Granted 5,073 14.11
−Removed: ( 2,809 ) 16.18
Vested and released ( 3,949 ) 15.27
1 unchanged sentence
Outstanding at December 31, 2025 7,133 $ 14.27
−Removed: (1) The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
+Added: (1) In 2024, the settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
This change in award settlement method was the only modification to these awards, and the vesting, forfeiture and all other terms and conditions were unchanged.
The modification resulted in a $ 20 million reclassification from additional paid-in capital to accrued salaries and wages on American’s consolidated balance sheet.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
As of December 31, 2025, there was $ 51 million of unrecognized compensation cost related to stock-settled RSUs.
1 unchanged sentence
The total fair value of stock-settled RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 57 million, $ 69 million and $ 78 million, respectively.
−Removed: CRSU award activity for all plans for the year ended December 31, 2024 is as follows:
+Added: CRSU award activity for all plans for the years ended December 31, 2025 and 2024 is as follows:
Number of Shares Weighted Average
5 unchanged sentences
Outstanding at December 31, 2024 7,007 $ 17.43
−Removed: (1) The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
+Added: Granted 6,009 15.33
+Added: Vested and released ( 2,606 ) 16.43
+Added: Forfeited ( 547 ) 15.60
+Added: Outstanding at December 31, 2025 9,863 $ 15.33
+Added: (1) In 2024, the settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash.
See table above for further discussion.
−Removed: As of December 31, 2024, the liability related to CRSUs was $ 39 million, which will continue to be remeasured at fair value at each reporting date until all awards are vested.
+Added: As of December 31, 2025 and 2024, the liability related to CRSUs was $ 53 million and $ 39 million, respectively.
+Added: The CRSU related liability is remeasured at fair value at each reporting date until all awards are vested.
As of December 31, 2025, there was $ 91 million of unrecognized compensation cost related to CRSUs.
These costs are expected to be recognized over a weighted average period of one year .
−Removed: The total cash paid for CRSUs vested during the year ended December 31, 2024 was $ 18 million.
−Removed: For the years ended December 31, 2023 and 2022, CRSU award activity was nominal.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
+Added: The total cash paid for CRSUs vested during the years ended December 31, 2025 and 2024 was $ 37 million and $ 18 million, respectively.
+Added: For the year ended December 31, 2023, CRSU award activity was nominal.
Valuation and Qualifying Accounts (in millions)
6 unchanged sentences
Year ended December 31, 2023 566 83 26 675
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN AIRLINES, INC.
Transactions with Related Parties
4 unchanged sentences
Total $ 9,896 $ 8,187
−Removed: (1) The increase in American’s net related party receivable from AAG is due in part to American providing the cash funding for AAG’s financing transactions.
+Added: (1) The increase in American’s net related party receivable from AAG is due in part to American providing the cash funding for AAG’s financing transactions, including the $ 1.0 billion cash settlement of AAG’s 6.50 % convertible senior notes upon their maturity on July 1, 2025.
(2) The net payable to AAG’s wholly-owned subsidiaries consists primarily of amounts due under regional capacity purchase agreements with AAG’s wholly-owned regional airlines operating under the brand name of American Eagle.
1 unchanged sentence
In 2025, 2024 and 2023, American recognized expense of approximately $ 3.2 billion, $ 2.9 billion and $ 2.7 billion, respectively, related to wholly-owned regional airline capacity purchase agreements.
−Removed: Subsequent Event
−Removed: On January 29, 2025, American Eagle flight 5342 was involved in a fatal accident in Washington, D.C.
−Removed: The Bombardier CRJ 700 aircraft operated by PSA was en route to Washington, D.C.
−Removed: from Wichita, Kansas when it was involved in a midair collision near Ronald Reagan Washington National Airport.
−Removed: American has industry standard insurance coverage for this incident, and is continuing its assessment of the impact on its business resulting from the accident.
+Added: Subsequent Events
+Added: 8.50 % Senior Secured Notes
+Added: In the first quarter of 2026, American sent irrevocable notice of redemption to prepay the outstanding principal amount of its 8.50 % Senior Secured Notes.
+Added: American intends to fund these prepayments with proceeds from anticipated debt issuances and cash on hand.
+Added: AAdvantage Financing
+Added: On February 12, 2026, the AAdvantage Issuers entered into a fourth amendment to the term loan credit and guaranty agreement dated March 24, 2021 (the Fourth Amendment).
+Added: As a result of the Fourth Amendment, the term loans outstanding under the 2025 AAdvantage Term Loan Facility were replaced with new term loans in the same principal amount.
+Added: Pursuant to the Fourth Amendment, the 2025 AAdvantage Term Loan Facility bears interest at a base rate (subject to a floor of 0.00 %) plus an applicable margin of 1.75 % per annum or, at the AAdvantage Issuers’ option, the SOFR rate for a tenor of three months (subject to a floor of 0.00 %), plus an applicable margin of 2.75 % per annum.
+Added: All other terms of the 2025 AAdvantage Term Loan Facility remain substantially similar.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.