Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023     AMERICAN AIRLINES GROUP INC. AMERICAN AIRLINES, INC. (Exact name of registrant as specified in its charter)       Delaware   1-8400   75-1825172 Delaware   1-2691   13-1502798 (State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1 Skyview Drive , Fort Worth , Texas   76155 1 Skyview Drive , Fort Worth , Texas   76155 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: ( 682 ) 278-9000 ( 682 ) 278-9000     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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.  ☐       ITEM 8.01. OTHER EVENTS. As previously disclosed, American Airlines Group Inc. (the “Company”) has issued to the United States Department of the Treasury warrants (collectively, the “Warrants”) to purchase shares of our common stock (“Warrant Shares”) in connection with certain payroll support and secured loan arrangements pursuant to the Coronavirus Aid, Relief, and Economic Security Act and subsequent related legislation. Pursuant to such arrangements, the Company has the obligation to register the resale of the Warrants and the Warrant Shares issuable upon the exercise thereof under the Securities Act of 1933, as amended, pursuant to a Prospectus Supplement being filed with the Securities and Exchange Commission on the date hereof, which replaces the Prospectus Supplement with respect to the resale of the Warrants and Warrant Shares previously filed on July 28, 2022. The Company is filing this report solely to provide the legal opinion of Latham & Watkins LLP as to the legality of the issuance and sale of the Warrants and Warrant Shares, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.   ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits.   Exhibit     No.        Description     5.1    Opinion of Latham & Watkins LLP.   23.1    Consent of Latham & Watkins LLP (included in its opinion filed as Exhibit 5.1). 104.1    Cover page interactive data file (embedded within the Inline XBRL document). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       A MERICAN A IRLINES G ROUP I NC . Date: February 2 7 , 2023     By:   /s/ Priya R. Aiyar       Priya R. Aiyar       Executive Vice President, Corporate Affairs and Chief Legal Officer Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       A MERICAN A IRLINES , I NC . Date: February 2 7 , 2023     By:   /s/ Priya R. Aiyar       Priya R. Aiyar       Executive Vice President, Corporate Affairs and Chief Legal Officer