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Date of Report (Date of earliest event reported): June 10, 2026

(Exact name of registrant as specified in its charter)

 

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:

Securities registered pursuant to Section 12(b) of the Act:

(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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Approval of the Amended and Restated 2023 Incentive Award Plan. The Board of Directors (the “Board”) of American Airlines Group Inc. (the “Company”) previously adopted, subject to stockholder approval, an amendment and restatement of the American Airlines Group Inc. 2023 Incentive Award Plan (as amended and restated, the “Amended 2023 Plan”).

The Amended 2023 Plan (i) increases the shares reserved for issuance under the plan by 16,500,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”); and (ii) provides that shares tendered by a participant or withheld to satisfy any tax withholding obligation with respect to awards that are not options or stock appreciation rights will be again available for future grants under the plan.

At the Company’s 2026 Annual Meeting of Stockholders held on June 10, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved the Amended 2023 Plan.

The foregoing description of the Amended 2023 Plan is qualified in its entirety by reference to the text of the Amended 2023 Plan, attached as Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”) and is incorporated herein by reference.

At the 2026 Annual Meeting, the stockholders of the Company voted on the following proposals, each of which is described in the Company’s Proxy Statement. Fractional shares have been rounded to the nearest whole number. There were 661,385,137 shares of Common Stock issued, outstanding and entitled to be voted at the 2026 Annual Meeting.

The stockholders elected the following individuals to the Company’s Board of Directors:

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

The stockholders did not approve the proposed amendment to the Company’s Restated Certificate of Incorporation to limit the liability of the Company’s officers, as the proposal did not receive the affirmative vote of at least a majority of the shares outstanding and entitled to vote for the election of directors for the 2026 Annual Meeting.

The stockholders approved the Company’s Amended 2023 Plan.

The stockholders did not approve a stockholder proposal that the Board consider a stockholder right to act by written consent.

The stockholders did not approve a stockholder proposal that the Board consider cumulative voting.

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.