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): November 17, 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. On November 17, 2023, American Airlines, Inc. (the “Company”) issued a press release announcing the pricing of its private offering of $1.0 billion aggregate principal amount of senior secured notes due 2029 (the “Senior Secured Notes Offering”), representing an upsize of $250 million from the previously announced amount. A copy of the Company’s press release with respect to the pricing of the Senior Secured Notes Offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.   ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits.   Exhibit No.    Description   99.1    Press Release, dated November 17, 2023. 104.1    Cover page interactive data file (embedded within the Inline XBRL document). Cautionary Statement Regarding 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 Exchange Act of 1934, as amended, 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 the Company’s 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 the Company’s 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 set forth herein as well as in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (especially in Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors), and other risks and uncertainties listed from time to time in the Company’s other filings with the Securities and Exchange Commission. Additionally, there may be other factors of which the Company is 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. The Company does 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 these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. 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.       AMERICAN AIRLINES GROUP INC. Date: November 17, 2023     By:   /s/ Devon E. May       Devon E. May       Executive Vice President and Chief Financial 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.       AMERICAN AIRLINES, INC. Date: November 17, 2023     By:   /s/ Devon E. May       Devon E. May       Executive Vice President and Chief Financial Officer