American Airlines Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 29, 2026

 

AMERICAN AIRLINES GROUP INC.

AMERICAN AIRLINES, INC.

(Exact name of registrant as specified in its charter)

 

 

1 Skyview Drive, Fort Worth, Texas 76155

1 Skyview Drive, Fort Worth, Texas 76155

(Address of Principal Executive Offices)(Zip Code)

(682)

(682)

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

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

 

 

 

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 of the Securities Exchange Act of 1934 of this chapter).

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 May 29, 2026, American Airlines, Inc., a Delaware corporation (the “Company”), and American Airlines Group Inc., a Delaware corporation (“AAG”), entered into the Twelfth Amendment to Amended and Restated Credit and Guaranty Agreement (the “Twelfth Amendment”), amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Twelfth Amendment, the “Prior 2014 Credit Agreement” and, as amended by the Twelfth Amendment, the “2014 Credit Agreement”), by and among the Company, AAG, the lenders party thereto and Citibank, N.A., as administrative agent. Pursuant to the Twelfth Amendment, the Company (A) refinanced in full the existing term loans under the Prior 2014 Credit Agreement (such existing term loans, the “Existing Term Loans”) by incurring term loans in an aggregate principal amount of $1,146.8 million (the “2026 Refinancing Term Loans”), (B) incurred incremental term loans in an aggregate principal amount of $703.2 million (the “2026 Incremental Term Loans” and, together with the 2026 Refinancing Term Loans, the “2026 Term Loans”), and (C) amended certain other terms of the Prior 2014 Credit Agreement. Pursuant to the Twelfth Amendment, the 2026 Term Loans bear interest at a base rate (subject to a floor of 0.00%) plus an applicable margin of 2.00% per annum or, at the Company’s option, the SOFR rate for a tenor of three months (subject to a floor of 0.00%), plus an applicable margin of 3.00% per annum. The 2026 Term Loans have a maturity date of May 29, 2033, and shall be repaid in annual installments of 1.00% of the aggregate amount of 2026 Term Loans outstanding on the effective date of the Twelfth Amendment, beginning on the first anniversary of the Twelfth Amendment.

The foregoing description of the Twelfth Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Twelfth Amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Sheet Arrangement of a Registrant.

The disclosure included in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

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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.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, American Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.