American Airlines Group Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMERICAN AIRLINES GROUP INC.

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To Our Stockholders

April 28, 2026

It is my privilege to serve as Chairman of the Board of Directors of American Airlines Group Inc., and to work closely with our CEO Robert D. Isom, the American Airlines team and my fellow Board members. On behalf of the Board, I am pleased to invite you to attend our 2026 Annual Meeting of Stockholders on Wednesday, June 10, 2026, at 9:00 a.m. Central Time (the “Annual Meeting”). As in recent years, the meeting will be held virtually via audio webcast, ensuring all stockholders can participate equally regardless of location.

This year is especially meaningful as American celebrates its centennial. Throughout 2025 and into 2026, the company has taken important steps to strengthen its foundation for the next 100 years. We remain focused on running a safe, reliable operation, maximizing revenue opportunities and reengineering the business to deliver sustainable long-term performance. From elevating the customer experience and strengthening our network and fleet, to unlocking loyalty and driving efficiencies, we are executing on the strategy and initiatives that will drive value and shape American’s next 100 years as a premium global airline.

The Board is deeply engaged in overseeing this strategy, the associated risks, and the long-term direction of the company. We remain committed to maintaining a strong, diverse and highly qualified Board whose members demonstrate integrity, sound judgment and the expertise

needed to guide American through a dynamic operating environment. We believe the 12 director nominees reflect this commitment and are well-equipped to serve the best interests of the company and its stockholders.

Engagement with our stockholders is fundamental to our decision-making processes. Throughout 2025 and 2026, we met with many of our largest investors to discuss our strategic priorities, recent financial and operating performance, Board composition, human capital management, and executive compensation. These insights, which we regularly share with the full Board, help inform our oversight of the company’s strategy and long-term value creation.

Our recent refreshment efforts reflect our continued focus on ensuring the right directors meet the evolving needs of the company. Not including myself, we have welcomed five new independent directors since 2021: Adriane M. Brown (a seasoned venture capitalist and former executive officer of Honeywell), Vicente Reynal (Chairman and CEO of Ingersoll Rand), Howard I. Ungerleider (former president and CFO of Dow), Kathryn M. Farmer (CEO of BNSF Railway) and, in connection with the retirement of Denise M. O’Leary at the upcoming Annual Meeting, the Board appointed Mary N. Dillon (former CEO of Foot Locker, Ulta Beauty and UScellular) to the Board in March. Mary brings valuable consumer, financial and strategic experience that enhances the Board’s ability to support American’s long-term objectives. Denise was an integral part of the Board for many years, helping to guide the company through mergers and other pivotal moments. On behalf of the entire Board, I would like to thank her for her many years of exceptional service to the company.

You may attend the Annual Meeting by registering at www.proxydocs.com/AAL using the control number on your Notice of Internet Availability of Proxy Materials or proxy card. You will be able to submit questions in advance and during the meeting.

The accompanying Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement describe the matters to be voted on and provide detailed instructions for attending, submitting questions and voting. We are again

providing an interactive proxy statement to make it easier to navigate and evaluate key information.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we encourage you to vote in advance.

Thank you for your continued trust and support.

Sincerely,

Gregory D. Smith

Chairman of the Board

The accompanying Proxy Statement is dated April 28, 2026, and is first being released to stockholders of American Airlines Group Inc. on or about April 28, 2026.

Notice of 2026 Annual Meeting of Stockholders

Date and Time Wednesday, June 10, 2026 9:00 a.m., Central Time

Virtual Meeting Access Register at www.proxydocs.com/AAL

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 2026 Annual Report to Stockholders are available at www.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.

By Order of the Board of Directors of American Airlines Group Inc.,

Michelle Earley

Senior Vice President, Deputy General Counsel and Corporate Secretary

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, 2025 that accompanies this Proxy Statement before voting.

2026 Annual Meeting of Stockholders

Date and Time Wednesday, June 10, 2026, at 9:00 a.m., Central Time

Virtual Meeting Access Register at www.proxydocs.com/AAL

How to Vote

Vote in Advance of Meeting

Over the Internet atwww.proxydocs.com/AAL; or by telephone at 1-866-570-3320; or by mail — sign, date and return the proxy card or voting instruction form mailed to you.

Vote During the Meeting

Over the Internet during the Annual Meeting. Please register atwww.proxydocs.com/AAL to gain access to the meeting. See page 1 — “Virtual Stockholder Meeting” for details on how to access the audio webcast and vote during the Annual Meeting.

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Submitting Questions at the Virtual Annual Meeting

Stockholders may submit questions in writing before and 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. In connection with the Annual Meeting, and as time permits, we will hold a Q&A session, during which we intend to answer questions submitted 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” — “AGM – QA Written Responses.” 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 assure we have 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 2025 and into 2026, we engaged with a majority of our top 30 stockholders representing approximately 59% of shares outstanding. We also held engagements with the leading proxy advisor firms. During these engagement sessions we had the opportunity to discuss our continued focus on board refreshment and oversight and other governance-related matters, as well as executive compensation, and our 2026 strategic focus areas. We also discussed the Company’s long-term strategy, recent operating and financial performance and human capital management.

Stockholders may communicate directly with our Board as set forth under “Communications with the Board and Non-Management Directors” on page 33 and can find information about our stockholder engagement feedback under “Stockholder Engagement” and “Stockholder Approval of 2024 Executive Compensation and Stockholder Engagement” on pages 30 and 65, respectively. The following corporate governance and Board practices ensure accountability and enhance effectiveness in the boardroom:

Our Governance Best Practices

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Board Leadership Structure and Board Refreshment

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, skills, 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 six 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 Gregory D. Smith as the Company’s Independent Chairman was 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 six new directors since 2021: Adriane M. Brown (2021), Gregory D. Smith (2022), Vicente Reynal (2022), Howard I. Ungerleider (2024), Kathryn M. Farmer (2025) and Mary N. Dillon (2026). 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 2021, representing 55% of our independent director nominees. After more than a decade of dedicated service as a director on our Board, Denise M. O’Leary will retire at the Annual Meeting. Since joining the Board, Ms. O’Leary has shared her extensive experience as an investor and public company director, along with thoughtful perspectives shaped by many years of leadership across a wide range of industries, including aviation. Her insight and judgment have been especially valuable in discussions involving corporate governance, executive compensation, human capital, risk oversight, and long-term strategy. Throughout her tenure, Ms. O’Leary has been a trusted voice and a generous contributor to the Board’s work. We are deeply grateful for Ms. O’Leary’s many years of dedicated service, thoughtful counsel, and steadfast commitment to the Company.

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2026 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.

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

Ratification of Appointment of KPMG LLP (Proposal 2)

The Board has directed that KPMG’s appointment for the fiscal year ending December 31, 2026 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

2026 PROXY STATEMENT | v 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 2025, 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 designed to attract, retain, and motivate executives and align their long-term interests with those of our stockholders. The Compensation Committee of the Board of Directors is composed entirely of independent directors and is supported by an independent compensation consultant that provides advice on program structure, peer benchmarking, and best practices. The Compensation Committee oversees the design and administration of the program, which is heavily performance-based and directly linked with established goals supporting our long-term strategy. The Compensation Committee also incorporates stockholder feedback into its discussions on program design and structure.

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

Approval of an Amendment to Restated Certificate of Incorporation to Limit the Liability of Our Officers as Permitted by Delaware Law (Proposal 4)

Effective August 1, 2022, Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) was amended to enable a corporation to include in its certificate of incorporation a provision exculpating certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances.

After carefully considering the advantages and disadvantages of electing to be covered by the officer exculpation provisions of Delaware law, the Board has determined that it is in the best interests of the Company and its stockholders to amend our Restated Certificate of Incorporation to limit the liability of our officers to the fullest extent permitted by the DGCL.

The Board unanimously recommends that the stockholders vote “FOR” the approval of an amendment to the Restated Certificate of Incorporation to limit the liability of our officers as permitted by Delaware Law.

Approval of the Amended and Restated 2023 Incentive Award Plan (Proposal 5)

On March 24, 2026, the Board adopted, subject to stockholder approval, an amendment and restatement of the American Airlines Group Inc. 2023 Incentive Award Plan (the “2023 Plan,” and 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 our 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 2023 Plan.

The Amended 2023 Plan retains the compensation and governance elements in the 2023 Plan to ensure the plan furthers our compensation plan objectives and supports long-term stockholder interests.

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Key Features of the Amended 2023 Plan

The Board unanimously recommends that the stockholders vote “FOR” the approval of the Amended and Restated 2023 Incentive Award Plan.

Advisory Vote on Stockholder Proposal for Stockholder Right to Act by Written Consent, if Properly Presented (Proposal 6)

A stockholder has informed the Company of the intent to present a proposal at our Annual Meeting requesting the Company adopt a stockholder right to act by written consent. The Board has considered this proposal and concluded that its adoption is unnecessary because our existing Board and governance practices collectively provide stockholders with meaningful opportunities to express their perspectives without introducing the risks associated with a written consent right. 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 6, the Board unanimously recommends that the stockholders vote “AGAINST” the stockholder proposal for a stockholder right to act by written consent.

Advisory Vote on Stockholder Proposal Regarding Cumulative Voting for Board Elections, if Properly Presented (Proposal 7)

A stockholder has informed the Company of the intent to present a proposal at our Annual Meeting requesting the Company adopt cumulative voting for Board elections. The Board has considered this proposal and concluded that its adoption would create unnecessary risk and American’s governance practices, including director election voting standards, already promote strong stockholder rights and Board accountability. 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 7, the Board unanimously recommends that the stockholders vote “AGAINST” the stockholder proposal regarding cumulative voting for Board elections.

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