American Airlines Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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April 28, 2025

To Our Stockholders:

It is my privilege to serve as the Chairman of the Board of Directors of American Airlines Group Inc., and to work closely with our CEO Robert lsom and the entire American Airlines team and my fellow Board members. On behalf of the Board, I am pleased to invite you to attend our 2025 Annual Meeting of Stockholders to be held Wednesday, June 11, 2025, at 9:00 a.m., Central Time (the “Annual Meeting”). As in recent years, the meeting will be held virtually via live audio webcast. This virtual format allows for broader participation, ensuring that all stockholders—regardless of location—can engage equally and fully.

American remains committed to building and maintaining a strong Board comprising individuals who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment, and who are effective in providing the skills, expertise and perspectives appropriate for the business and operations of the company while serving the long-term interests of our stockholders. The Board believes the 12 director nominees exemplify this commitment and represent a highly experienced group of leaders who will serve in the best interest of the company and its stockholders.

We have done a lot of important work to refresh our Board so we can continue to meet the evolving needs of the company. Not including myself, we have welcomed four new independent directors over the past five years: Doug Steenland (former CEO of Northwest Airlines), Adriane Brown (a seasoned venture capitalist and former executive officer of Honeywell), Vicente Reynal (Chairman and CEO of Ingersoll Rand) and Howard Ungerleider (former president and CFO of Dow). After 11 years of service, Michael Embler will be retiring from the Board at the Annual Meeting. Mike has been a highly effective director during his tenure, and we are grateful for his years of dedicated service. With Mike’s retirement, we have nominated Kathryn (Katie) Farmer (president and CEO of BNSF Railway) for election as a new director. Katie’s wealth of leadership, operations and transportation industry experience over the past 30 years will be important assets to American in support of our strategic goals.

In addition to our commitment to regularly refreshing the composition of our Board, we are committed to refreshing the membership and leadership of the various Board Committees. Following the Annual Meeting, we anticipate

that Doug Steenland will become Chair of the Compensation Committee, Vincente Reynal will become Chair of the Finance Committee, Denise O’Leary will join the Corporate Governance and Public Responsibility Committee, and Katie Farmer will join the Finance and Safety Committees.

We remain confident that through our strategic oversight and governance, American will deliver on its commitments and drive significant value for you—our valued stockholders.

You can attend the Annual Meeting by registering at www.proxydocs.com/AAL using the control number that appears on your Notice of Internet Availability of Proxy Materials, your proxy card (printed in the gray box) and the instructions that accompanied your proxy materials. You will have the ability to submit questions in advance of and during the Annual Meeting via the meeting website.

The attached Notice of 2025 Annual Meeting of Stockholders and Proxy Statement describes the formal business to be transacted and detailed procedures for attending, submitting questions and voting at the virtual meeting. We have produced an interactive proxy statement that will provide our stockholders with better capability to navigate the document, making key information easier to find and evaluate. The interactive proxy statement is accessible at www.proxydocs.com/AAL prior to and during the Annual Meeting.

It is important that your shares be represented at the Annual Meeting, and regardless of whether you plan to attend, we request that you vote in advance on the matters to be presented at the Annual Meeting as described in these proxy materials.

Thank you to you, our shareholders, for your continued trust and support.

The accompanying Proxy Statement is dated April 28, 2025, and is first being released to stockholders of American Airlines Group Inc. on or about April 28, 2025.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

For instructions on voting in advance of and during the virtual meeting, please see page i of the Proxy Statement, which is incorporated by reference into this notice.

Important notice of internet availability of proxy materials for the Annual Meeting:

Our Proxy Statement and 2025 Annual Report to Stockholders are available atwww.proxydocs.com/AAL prior to and during the Annual Meeting.

You can help us reduce costs and the impact on the environment by electing to receive and access future copies of our proxy statements, annual reports and other stockholder materials electronically bye-mail. If your shares are registered directly in your name with our stock registrar and transfer agent, Equiniti Trust Company, LLC, you can make this election by going to its website (equiniti.com/us) or by following the instructions provided when voting over the Internet. If you hold your shares in a brokerage account or otherwise through a third party in “street name,” please refer to the information provided by your broker, bank or other nominee for instructions on how to elect to receive and view future annual meeting materials electronically.

PLEASE READ THE ACCOMPANYING PROXY STATEMENT CAREFULLY.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT AND WE

ENCOURAGE YOU TO VOTE PROMPTLY.

PROXY STATEMENT SUMMARY

This summary contains highlights about our company and the upcoming Annual Meeting. This summary does not contain all of the information that you should consider in advance of the meeting and we encourage you to read the entire Proxy Statement and the Annual Report to Stockholders for the year ended December 31, 2024 that accompanies this Proxy Statement before voting.

2025 Annual Meeting of Stockholders

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Submitting Questions at the Virtual Annual Meeting

Stockholders may submit questions in writing during the Annual Meeting by registering to attend the virtual meeting at www.proxydocs.com/AAL. Stockholders will need their unique control number which appears on their Notice of Internet Availability of Proxy Materials, the proxy card (printed in the gray box), and the instructions that accompany the proxy materials. As part of the Annual Meeting, and as time permits, we will hold a live Q&A session, during which we intend to answer questions submitted during the meeting in accordance with the Annual Meeting’s Rules of Conduct which are pertinent to American Airlines Group Inc. (the “Company”) and the meeting matters. Answers to any such questions that are not addressed during the meeting will be published following the meeting on the Company’s website at www.aa.com under the links “Investor Relations”—“Annual Shareholders Meeting”—“2025 Annual Meeting of Stockholders Q&A.” Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. In order to promote fairness, efficient use of the Company’s resources and to ensure all stockholders are responded to, we will respond to up to three questions from a single stockholder. The Annual Meeting’s Rules of Conduct will be posted on www.proxydocs.com/AAL approximately two weeks prior to the Annual Meeting.

Stockholder Engagement and Governance Highlights

We welcome and value communication with our stockholders. We engage in proactive dialogue with our largest stockholders year-round to gain an understanding of their perspectives on a wide range of matters, which we regularly share with the Board of Directors of the Company (the “Board”). In 2024 and into 2025, we engaged with over 55% of our top 30 stockholders representing approximately 40% of shares outstanding. We also held engagements with the leading proxy advisor firms. We utilized these engagement sessions to focus on our recent board refreshment plan and other governance-related matters, and executive compensation, as well as our sale and distribution revenue recovery process. We also discussed the Company’s long-term strategy and recent operating and financial performance.

Stockholders may communicate directly with our Board as set forth under “Communications with the Board and Non-Management Directors” on page 41 and can find information about our 2024 stockholder engagement feedback under “Stockholder Engagement” and “Stockholder Approval of 2023 Executive Compensation and Stockholder Engagement” on pages 41 and 51, respectively. The following corporate governance and Board practices ensure accountability and enhance effectiveness in the boardroom:

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Board Refreshment and Board Leadership Structure

The Board believes that thoughtful refreshment of the members of the Board is important to ensure that the Board continues to meet the changing needs of the Company and that new perspectives are regularly considered. The Board strives to maintain an appropriate balance of tenure, turnover, backgrounds, attributes, viewpoints and experiences. The Board and the Corporate Governance and Public Responsibility (“CGPR”) Committee regularly evaluate the composition of the Board and its committees in an effort to develop a long-term succession plan for the Board and its leadership. Over the past five years, the active work of our Board and CGPR Committee has resulted in the following actions: • The appointment of our Independent Chairman: The appointment of Greg Smith as the Company’s Independent Chairman effective April 30, 2023. By separating the roles of Chairman and CEO, our CEO is able to focus on executing on our strategy and operations, and our Chairman, who is an independent director, can devote his time and attention to matters of Board oversight and governance. • The appointment of five new directors from 2020 to 2024: Doug Steenland (2020), Adriane Brown (2021), Greg Smith (2022), Vicente Reynal (2022), and Howard Ungerleider (2024). In addition, Kathryn Farmer is standing for election as a new director nominee at the Annual Meeting. Ms. Farmer was recommended to the Board by Heidrick & Struggles, a third-party search firm that the Board has engaged to help identify potential director nominees. Following the Annual Meeting, we expect the average tenure of our director nominees to be 5.6 years, with six of our eleven independent director nominees having joined our Board in or following 2020, representing 55% of our independent director nominees. After over 11 years of distinguished service as a director on our Board, Mr. Michael J. Embler will retire at the Annual Meeting. With decades of experience in finance, asset management and restructurings, capital markets and capital management, perspective as an institutional investor, success as an investor and service as a director of global public and private companies, Mr. Embler has provided invaluable leadership and a broad perspective, particularly in matters related to safety, capital and asset management, and financial and business strategy. We take this opportunity to thank Mr. Embler for his many years of service, guidance, commitment and wisdom.

Voting Matters and Board Recommendations

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2025 Director Nominees (Proposal 1)

Our director nominees have demonstrated their commitment to diligently execute their fiduciary duties on behalf of our stockholders, and we recommend that our stockholders elect each of the nominees shown in the chart below at the Annual Meeting.

The Board unanimously recommends that the stockholders vote “FOR” each of the nominees shown in the chart above.

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Ratification of Appointment of KPMG LLP (Proposal 2)

The Board has directed that KPMG’s appointment for the fiscal year ending December 31, 2025 be submitted to our stockholders for ratification at the Annual Meeting. KPMG is well qualified to act as our independent registered public accounting firm and has a deep understanding of our operations and accounting practices. The Audit Committee considered the qualifications, performance, and independence of KPMG, the quality of its discussions with KPMG, and the fees charged by KPMG for the level and quality of services provided during 2024, and determined that the reappointment of KPMG is in the best interest of the Company and its stockholders.

The Board unanimously recommends that the stockholders vote “FOR” the proposal to ratify the appointment of KPMG.

Advisory Approval of Executive Compensation (Proposal 3)

Our executive compensation program is heavily performance-based and directly linked with our established goals of safety, delivering record operational results, focusing on our profitability and efficiency, continuing to close our margin gap with our largest competitors and highlighting our customer experience commitments. Our 2024 long-term incentive program (“LTIP”) incorporated both performance- and time-vesting components, with half of the target value consisting of the performance-vesting component. The performance-vesting component is tied to attainment of relative earnings before net interest and other nonoperating expenses, taxes, depreciation, amortization and aircraft rent (“EBITDAR”) versus our industry peers, which continues our focus on our margin gap in comparison to the other network carriers, and our net promoter score, which allows us to measure and focus on our long-term customer strategy. The performance-vesting component of the 2024 LTIP will be earned, if at all, following the completion of a three-year performance period. The 2024 performance-based short-term incentive program (“STIP”) was designed to align management with our goals of safety, profitability, efficiency and operational reliability while building on our momentum on team member engagement. We remain intently focused on profitability, efficiency and operational reliability, and the footprint of these areas comprised 95% of the STIP.

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We are committed to effective compensation governance, as demonstrated by the following compensation policies and practices:

The Board unanimously recommends that the stockholders vote “FOR” the advisory approval of executive compensation.

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Approval of Amendment No. 1 to the Tax Benefit Preservation Plan (Proposal 4)

On December 21, 2021, the Board adopted the Tax Benefit Preservation Plan, which was entered into with American Stock Transfer & Trust Company, LLC (now known as Equiniti Trust Company, LLC), as rights agent (the “Rights Agent”) and was approved by the Company’s stockholders at the 2022 annual meeting of the Company’s stockholders. As originally adopted, the Tax Benefit Preservation Plan was scheduled to expire at the close of business on December 20, 2024.

On October 31, 2024, the Company and the Rights Agent entered into Amendment No. 1 to the Tax Benefit Preservation Plan (the “First Amendment”), which extends the expiration date of the Tax Benefit Preservation Plan from December 20, 2024 to October 29, 2027. The Board is asking stockholders to approve the Tax Benefit Preservation Plan, as amended by the First Amendment (the “Tax Plan”).

The Board unanimously recommends that the stockholders vote “FOR” the approval of Amendment No. 1 to the Tax Benefit Preservation Plan.

Advisory Vote on Stockholder Proposal to End Participation in the Human Rights Campaign’s Corporate Equality Index (Proposal 5)

A stockholder has informed the Company of the intent to present a proposal at our Annual Meeting requesting the Company to consider ending its participation in the Human Rights Campaign’s Corporate Equality Index. The Board has considered this proposal and concluded that its adoption is unnecessary because our stockholders value our efforts to be transparent about policies, practices and offerings. and our Board and management maintain active oversight over matters that are important to stockholders. The Board therefore recommends a vote against the stockholder proposal.

For the reasons stated above and in the Board’s Statement in Opposition, which follows the stockholder proposal under Proposal 5, the Board unanimously recommends that the stockholders vote “AGAINST” the stockholder proposal regarding a request for the Company to end participation in the Human Rights Campaign’s Corporate Equality Index.

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