AMERICAN AIRLINES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the Quarterly Period Ended September 30, 2025

For the Transition Period From to

Commission file number 1-8400

American Airlines Group Inc.

(Exact name of registrant as specified in its charter)

Commission file number 1-2691

American Airlines, Inc.

(Exact name of registrant as specified in its charter)

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

(1) Attached to the Common Stock

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.

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).

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.

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

As of October 17, 2025, there were 660,086,495 shares of American Airlines Group Inc. common stock outstanding.

As of October 17, 2025, there were 1,000 shares of American Airlines, Inc. common stock outstanding, all of which were held by American Airlines Group Inc.

American Airlines Group Inc.

American Airlines, Inc.

Form 10-Q

Quarterly Period Ended September 30, 2025

General

This report is filed by American Airlines Group Inc. (AAG) and its wholly-owned subsidiary American Airlines, Inc. (American). References in this report 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. Capitalized terms used but not defined herein shall have the meanings given to them in our annual report on Form 10-K for the year ended December 31, 2024 (2024 Form 10-K).

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:

•downturns in economic conditions;

•our inability to obtain sufficient financing or other capital to operate successfully;

•our high level of debt and other obligations;

•our significant pension and other postretirement benefit funding obligations;

•any deterioration of our financial condition;

•any loss of key personnel, or our inability to attract, develop and retain additional qualified personnel;

•changing economic, geopolitical, commercial, regulatory and other conditions beyond our control, including the recently announced tariffs and other global events that affect travel behavior;

•changes in current legislation, regulations and economic conditions regarding federal governmental tariffs, the implementation of federal government budget cuts, a prolonged government shutdown and the potential that any of the foregoing disrupts our operations, and affects the demand for, or restricts the use of, travel by government employees and their families or private sector enterprises that contract or otherwise interface with the federal government;

•the intensely competitive and dynamic nature of the airline industry;

•union disputes, employee strikes and other labor-related disruptions;

•problems with any of our third-party regional operators or third-party service providers;

•any damage to our reputation or brand image;

•losses and adverse publicity stemming from any public incidents involving our company, our people or our brand;

•changes to our business model that may not be successful and may cause operational difficulties or decreased demand;

•our inability to protect our intellectual property rights, particularly our branding rights;

•litigation in the normal course of business or otherwise;

•our inability to use net operating losses and other carryforwards;

•any new U.S. and international tax legislation;

•any impairment of goodwill and intangible assets or long-lived assets;

•any inability of our commercial relationships with other companies to produce the returns or results we expect;

•our dependence on price and availability of aircraft fuel;

•extensive government regulation and compliance risks;

•economic and political instability outside of the U.S. where we have significant operations;

•ongoing security concerns due to conflicts, terrorist attacks or other acts of violence, domestically or abroad;

•climate change;

•environmental and social matters, and compliance risks with environmental, health and noise regulations;

•a shortage of pilots;

•our dependence on a limited number of suppliers for aircraft, aircraft engines and parts;

•any failure of technology and automated systems, including artificial intelligence, that we rely on to operate our business;

•evolving data privacy requirements, risks from cyberattacks and data privacy incidents, and compliance risks with regulations related therewith;

•any inability to effectively manage the costs, rights and functionality of third-party distribution channels;

•any inability to obtain and maintain adequate facilities and infrastructure throughout our system and, at some airports, adequate slots;

•interruptions or disruptions in service at one or more of our key facilities;

•increases in insurance costs or reductions in insurance coverage;

•heavy taxation in the airline industry;

•risks related to ownership of AAG common stock; and

other risks as described in Part I, Item 1A. Risk Factors in our 2024 Form 10-K, Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Part II, Item 1A. Risk Factors of this report and other risks and uncertainties listed from time to time in our filings with the Securities and Exchange Commission (the SEC).

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.

PART I: FINANCIAL INFORMATION

This report on Form 10-Q is filed by both AAG and American and includes the Condensed Consolidated Financial Statements of each company in Item 1A and Item 1B, respectively.