Material Agreement · Security-Holder Rights

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): October 31, 2024     AMERICAN AIRLINES GROUP INC. (Exact name of registrant as specified in its charter)       Delaware   1-8400   75-1825172 (State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)   1 Skyview Drive , Fort Worth , Texas   76155 (Address of principal executive offices)   (Zip Code) Registrant’s telephone number, including area code: ( 682 ) 278-9000 N/A (Former name or former address if changed since last report.)     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 1.01 Entry into a Material Definitive Agreement. On October 31, 2024, American Airlines Group Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that certain Tax Benefit Preservation Plan, dated as of December 21, 2021 (the “Plan”), by and between the Company and American Stock Transfer & Trust Company, LLC (now known as Equiniti Trust Company, LLC), as rights agent. The Amendment extends the expiration date of the Plan from December 20, 2024 to October 29, 2027 (subject to other earlier termination events, including if stockholder approval of the Amendment has not been obtained by October 29, 2025). The Plan is described in and included as an exhibit to the Company’s Current Report on Form 8-K dated December 22, 2021. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 4.1 and incorporated herein by reference.   ITEM 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.   ITEM 9.01 Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description  4.1    Amendment No. 1 to the Tax Benefit Preservation Plan, dated as of October 31, 2024, by and Between American Airlines Group Inc. and Equiniti Trust Company, LLC, as rights agent. 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: November 1, 2024     By:   /s/ Devon E. May       Devon E. May       Executive Vice President and Chief Financial Officer