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American Airlines (AAL) adds 2026 term loans under amended credit deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Airlines Group Inc. and its main operating subsidiary entered a Twelfth Amendment to their Amended and Restated Credit and Guaranty Agreement. The Company refinanced existing term loans by incurring new 2026 Refinancing Term Loans with an aggregate principal of $1,146.8 million and added 2026 Incremental Term Loans totaling $703.2 million.

The 2026 Term Loans bear interest at either a base rate plus a 2.00% margin or a three‑month SOFR rate plus a 3.00% margin, each with a 0.00% floor. These loans mature on May 29, 2033 and will be repaid in annual installments equal to 1.00% of the aggregate amount outstanding on the amendment’s effective date.

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Insights

American Airlines restructures key term loans with long 2033 maturity.

American Airlines replaced its existing 2014 Credit Agreement term loans with new 2026 Refinancing Term Loans of $1,146.8 million and added 2026 Incremental Term Loans of $703.2 million. All are governed by the amended 2014 Credit Agreement.

The 2026 Term Loans carry floating interest, either a base rate plus an additional 2.00% or three‑month SOFR plus 3.00%, both with a 0.00% floor. The maturity on May 29, 2033 and 1% annual amortization mean most principal remains due at final maturity, concentrating repayment later.

This amendment clarifies that these borrowings are direct financial obligations of the Company. Subsequent disclosures in future company filings may provide more detail on how this debt interacts with overall leverage, liquidity, and any potential future refinancing activity.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2026 Refinancing Term Loans principal $1,146.8 million Aggregate principal amount of new refinancing term loans
2026 Incremental Term Loans principal $703.2 million Aggregate principal amount of new incremental term loans
Base rate margin 2.00% per annum Interest margin over base rate on 2026 Term Loans
SOFR margin 3.00% per annum Interest margin over three‑month SOFR on 2026 Term Loans
Interest rate floors 0.00% floor Floor for both base rate and SOFR options
Maturity date May 29, 2033 Final maturity of 2026 Term Loans
Annual amortization 1.00% per year Of aggregate 2026 Term Loans outstanding on effective date
Amended and Restated Credit and Guaranty Agreement financial
"entered into the Twelfth Amendment to Amended and Restated Credit and Guaranty Agreement"
2026 Refinancing Term Loans financial
"refinanced in full the existing term loans ... by incurring term loans in an aggregate principal amount of $1,146.8 million (the “2026 Refinancing Term Loans”)"
2026 Incremental Term Loans financial
"incurred incremental term loans in an aggregate principal amount of $703.2 million (the “2026 Incremental Term Loans”)"
SOFR rate financial
"or, at the Company’s option, the SOFR rate for a tenor of three months"
SOFR is the Secured Overnight Financing Rate, a daily benchmark that reflects the cost of very short‑term loans backed by U.S. government securities. Investors watch it because many dollar loans, floating‑rate bonds and derivatives use SOFR to set interest payments; when SOFR moves, borrowing costs, yields and valuations across a wide range of financial contracts change—like a background thermostat that influences many investments.
direct financial obligation financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
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falsefalse00000062010000004515 0000004515 2026-05-29 2026-05-29 0000004515 ck0000004515:AmericanAirlinesGroupIncMember 2026-05-29 2026-05-29 0000004515 us-gaap:WarrantMember 2026-05-29 2026-05-29 0000004515 us-gaap:CommonStockMember 2026-05-29 2026-05-29
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
8-K
 
 
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)
 
 
 
Delaware
Delaware
  
1-8400
1-2691
  
75-1825172
13-1502798
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
1 Skyview Drive, Fort Worth, Texas 76155
1 Skyview Drive, Fort Worth, Texas 76155
(Address of Principal Executive Offices)(Zip Code)
(682)
278-9000
(682)
278-9000
(Registrant’s telephone number, including area code)
 
 
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 (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, $0.01 par value per share   AAL   The Nasdaq Global Select Market
Preferred Stock Purchase Rights   —  
(1)
 
 
(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).
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
Off-Balance
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.
 
Exhibit Number    Description
 10.1    Twelfth Amendment to Amended and Restated Credit and Guaranty Agreement, dated as of May 29, 2026, amending the Amended and Restated Credit and Guaranty Agreement, dated as of April 20, 2015, among American Airlines, Inc., American Airlines Group Inc., the lenders from time to time party thereto and Citibank, N.A., as administrative agent.*
104    Cover page interactive data file (embedded within the inline XBRL document).
 
*
Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation
S-K.
 
- 2 -
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.
 
        A
MERICAN
A
IRLINES
G
ROUP
I
NC
.
Date: May 29, 2026     By:   /s/ Devon E. May
            Name: Devon E. May
            Title:  Executive Vice President and Chief Financial Officer
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.
 
        A
MERICAN
A
IRLINES
, I
NC
.
Date: May 29, 2026     By:   /s/ Devon E. May
            Name: Devon E. May
            Title:  Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What credit agreement did American Airlines (AAL) amend on May 29, 2026?

American Airlines amended its Amended and Restated Credit and Guaranty Agreement, originally dated April 20, 2015. The Twelfth Amendment updates that 2014 Credit Agreement, reflecting new 2026 Term Loans and revised terms with existing lenders and Citibank, N.A. as administrative agent.

How much new term loan principal did American Airlines (AAL) incur?

American Airlines incurred 2026 Refinancing Term Loans totaling $1,146.8 million and 2026 Incremental Term Loans totaling $703.2 million. Together, these 2026 Term Loans replace prior term debt and add new borrowing capacity under the amended 2014 Credit Agreement, expanding the company’s secured loan structure.

What are the interest rates on American Airlines’ new 2026 Term Loans?

The 2026 Term Loans bear interest at either a base rate plus a 2.00% margin or the three‑month SOFR rate plus a 3.00% margin. Both interest options have a 0.00% floor, so rates cannot fall below the stated margin over a zero benchmark level.

When do American Airlines’ 2026 Term Loans mature and how are they repaid?

The 2026 Term Loans mature on May 29, 2033. They are scheduled to be repaid in annual installments equal to 1.00% of the aggregate amount of 2026 Term Loans outstanding on the Twelfth Amendment’s effective date, with the remaining balance due at maturity.

Does the filing create a new direct financial obligation for American Airlines (AAL)?

Yes. The company describes the 2026 Term Loans under the amended 2014 Credit Agreement as a direct financial obligation. The 8‑K cross‑references this under the section addressing creation of a direct financial obligation or obligation under an off-balance sheet arrangement.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

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