AAL 10-K report for 2025-12-31

American Airlines Group Inc., through its subsidiaries, operates as a network air carrier in the United States, Latin America, Atlantic, and Pacific.

AAL 10-K report for 2025-12-31 aal-20251231 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From                          to                          Commission file number 1-8400 American Airlines Group Inc. (Exact name of registrant as specified in its charter) Delaware 75-1825172 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1 Skyview Drive, Fort Worth, Texas 76155 (682) 278-9000 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value per share AAL The Nasdaq Global Select Market Preferred Stock Purchase Rights — (1) (1) Attached to the Common Stock Securities registered pursuant to Section 12(g) of the Act: None Commission file number 1-2691 American Airlines, Inc. (Exact name of registrant as specified in its charter) Delaware 13-1502798 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1 Skyview Drive, Fort Worth, Texas 76155 (682) 278-9000 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: None ____________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. American Airlines Group Inc. Yes ☒ No ☐ American Airlines, Inc. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. American Airlines Group Inc. Yes ☐ No ☒ American Airlines, Inc. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. American Airlines Group Inc. Yes ☒ No ☐ American Airlines, Inc. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). American Airlines Group Inc. Yes ☒ No ☐ American Airlines, Inc. Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. American Airlines Group Inc. ☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company American Airlines, Inc. ☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. American Airlines Group Inc. ☐ American Airlines, Inc. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. American Airlines Group Inc. Yes ☒ No ☐ American Airlines, Inc. Yes ☒ No ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. American Airlines Group Inc. ☐ American Airlines, Inc. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). American Airlines Group Inc. ☐ American Airlines, Inc. ☐ Indicate by check mark whether the registrant is a shell Item 1A. Risk Factors 22 Item 1B. Unresolved Staff Comments 50 Item 1C. Cybersecurity 50 Item 2. Properties 52 Item 3. Legal Proceedings 54 Item 4. Mine Safety Disclosures 54 PART II Item 5. Market for American Airlines Group’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities 55 Item 6. Selected Consolidated Financial Data 58 Item 7.        Management’s Discussion and Analysis of Financial Condition and Results of Operations 62 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 79 Item 8A. Consolidated Financial Statements and Supplementary Data of American Airlines Group Inc. 81 Item 8B. Consolidated Financial Statements and Supplementary Data of American Airlines, Inc. 126 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 170 Item 9A. Controls and Procedures 170 Item 9B. Other Information 174 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 174 PART III Item 10. Directors, Executive Officers and Corporate Governance 174 Item 11. Executive Compensation 174 Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 174 Item 13. Certain Relationships and Related Transactions, and Director Independence 174 Item 14. Principal Accountant Fees and Services 174 PART IV Item 15. Exhibits and Financial Statement Schedules 175 Item 16. Form 10-K Summary 201 SIGNATURES 202 4 Table of Contents General This report is filed by American Airlines Group Inc. (AAG) and its wholly-owned subsidiary American Airlines, Inc. (American). References in this Annual Report on Form 10-K to “we,” “us,” “our,” the “Company” and similar terms refer to AAG and its consolidated subsidiaries. References in this report to “mainline” refer to the operations of American only and exclude regional operations. Note Concerning Forward-Looking Statements Certain of the statements contained in this report should be considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about our plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on our current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those described below under Part I, Item 1A. Risk Factors, Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and other risks and uncertainties listed from time to time in our filings with the Securities and Exchange Commission (the SEC). All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in Part I, Item 1A. Risk Factors and elsewhere in this report. There may be other factors of which we are not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. We do not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such statements other than as required by law. Any forward-looking statements speak only as of the date of this report or as of the dates indicated in the statements. 5 Table of Contents Summary of Risk Factors Our business is subject to a number of risks and uncertainties that may affect our business, results of operations and financial condition, or the trading price of our common stock or other securities. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risks and uncertainties emerge from time to time. Management cannot predict such new risks and uncertainties, nor can it assess the extent to which any of the risk factors below or any such new risks and uncertainties, or any combination thereof, may impact our business. These risks are more fully described in Part I, Item 1A. Risk Factors. These risks include, among others, the following: Risks Related to our Business and Industry • Downturns in economic conditions could adversely affect our business. • We will need to obtain sufficient financing or other capital to operate successfully. • Our high level of debt and other obligations may limit our ability to fund general corporate requirements and obtain additional financing, may limit our flexibility in responding to competitive developments and may cause our business to be vulnerable to adverse economic and industry conditions. • If our financial condition worsens, provisions in our credit card processing and other commercial agreements may adversely affect our liquidity. • The loss of key personnel whom we depend on to operate our business, or the inability to attract, develop and retain additional qualified personnel could adversely affect our business. • Our business has been and will continue to be materially affected by many changing economic, geopolitical, commercial, regulatory and other conditions beyond our control, including global events that affect travel behavior. • The airline industry is intensely competitive and dynamic. • Union disputes, employee strikes and other labor-related disruptions may adversely affect our operations and financial performance. • If we encounter problems with any of our third-party regional operators or third-party service providers, our operations could be adversely affected by a resulting decline in revenue or negative public perception about our services. • Any damage to our reputation or brand image could adversely affect our business or financial results. • Risks of losses and adverse publicity from any public incidents involving our company, people or brand. • Changes to our business model that are designed to increase revenues and reduce costs may not be successful and may cause operational difficulties or decreased demand. • Our intellectual property rights, particularly our branding rights, are valuable, and any inability to protect them may adversely affect our business and financial results. • We may be a party to litigation in the normal course of business or otherwise, which could affect our financial position and liquidity. • We rely heavily on technology and automated systems, including artificial intelligence (AI), to operate our business, and any failures could harm our business, results of operations and financial condition. 6 Table of Contents • Evolving data privacy requirements could increase our costs, and any significant cybersecurity incident could disrupt our operations, harm our reputation, expose us to legal risks and otherwise materially adversely affect our business, results of operations and financial condition. • We are exposed to risks from cyberattacks, and any cybersecurity incidents involving us, our third-party service providers, or one of our AAdvantage partners or other business partners. • We have a significant amount of goodwill, which is assessed for impairment at least annually. We may never realize the full value of our intangible or long-lived assets, causing us to record material impairment charges. • The commercial relationships that we have with other companies, including any related equity investments, may not produce the returns or results we expect. • Our business is very dependent on the price and availability of aircraft fuel. Continued periods of high volatility in fuel costs, increased fuel prices or sig

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