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): ~~November 8~~October 28, ~~2021~~2025

AMERICAN AIRLINES, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-2691

13-1502798

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1 Skyview Drive, Fort Worth, Texas		76155
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(682) 278-9000

N/A

(Former name or former address if changed since last report.)

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:

☐	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~~TradingSymbol(s) Name of each ~~exchange~~exchangeon on which registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 18.01. ~~ENTRY~~OTHER ~~INTO A MATERIAL DEFINITIVE AGREEMENT.~~EVENTS

On ~~November 8~~October 28, ~~2021~~2025, American Airlines, Inc. ~~(the~~announced ~~“Company” or “American”), Wilmington Trust Company, as trustee under certain pass through trusts newly formed by~~ the ~~Company~~pricing ~~(the~~of ~~“Trustee”)~~its ~~and~~offering asof ~~subordination agent, Wilmington Trust, National Association, as escrow agent~~ (~~the “Escrow Agent”~~i) ~~under the Escrow Agreements (as defined below)~~ $883, ~~and Wilmington Trust Company~~625,000 as paying agent (the “Paying Agent”) under the Escrow Agreements, entered into a Note Purchase Agreement (the “Note Purchase Agreement”). The Note Purchase Agreement, subject to certain terms and conditions, provides for the future issuance by American of equipment notes (the “Equipment Notes”) in the aggregate ~~principal~~face amount of ~~$959,890,000 to be secured by (a)~~Class ~~five~~A ~~Embraer~~enhanced ~~ERJ~~equipment ~~175~~trust LRcertificates ~~aircraft delivered new to American from October 2020 to December 2020 (each, an “Owned Aircraft”~~ and, ~~collectively, the “Owned Aircraft”); and~~ (bii) ~~twenty-one Airbus A321-253NX aircraft scheduled to be delivered new to American between January 2022 and September 2022 (each such aircraft~~$220, ~~including any aircraft substituted therefor prior to the delivery thereof in accordance with the applicable aircraft purchase agreement~~909,000 aaggregate ~~“New~~face ~~Aircraft”~~amount and, collectively, the “New Aircraft”; and the Owned Aircraft and New Aircraft are each referred to as an “Aircraft” and, collectively, the “Aircraft”). Pursuant to the Note Purchase Agreement, the Trustee will enter into a Participation Agreement substantially in the form of ~~the~~Class B ~~form~~enhanced ofequipment ~~Participation~~trust Agreement (“Form of Participation Agreement”) attached as an exhibit to the Note Purchase Agreement and will purchase the Equipment Notes to be issued under an Indenture and Security Agreement substantially in the form of the form of the Indenture and Security Agreement attached as an exhibit to the Note Purchase Agreement (each, an “Indenture” and collectively, the “Indentures”) to be entered into by American and Wilmington Trust Company, as loan trustee (the “Loan Trustee”), with respect to each Aircraftcertificates.

~~Each~~ITEM ~~Indenture contemplates the issuance of Equipment Notes in two series: Series A, bearing interest at the rate of 2~~9.~~875% per~~01 ~~annum~~FINANCIAL ~~(the~~STATEMENTS ~~“Series~~AND A Equipment Notes”) and Series B, bearing interest at 3.95% per annum (the “Series B Equipment Notes”) in the aggregate principal amount (once all the Equipment Notes have been issued) equal to $757,825,000, in the case of Series A Equipment Notes, and $202,065,000, in the case of Series B Equipment Notes. The Equipment Notes will be purchased by the Trustee, using the proceeds from the sale of American Airlines, Inc. Class A Pass Through Certificates, Series 2021-1 (the “Class A Certificates”) and American Airlines, Inc. Class B Pass Through Certificates, Series 2021-1 (the “Class B Certificates,” and together with the Class A Certificates, the “Certificates”, and each series of the Certificates, a “Class”). EXHIBITS

Pending the purchase of the Equipment Notes, the proceeds from the sale of the Certificates of each Class were placed in escrow by the Trustee pursuant to separate Escrow and Paying Agent Agreements, each dated as of November 8, 2021, among the Escrow Agent, the Paying Agent, Deutsche Bank Securities, Inc. (~~“Deutsche”~~d), ~~Citigroup~~Exhibits Global Markets Inc. (“Citigroup”) and Goldman Sachs & Co. LLC (“Goldman Sachs”), as representatives of the Underwriters (as defined below), and the Trustee (each, an “Escrow Agreement” and, collectively, the “Escrow Agreements”). The escrowed funds were deposited with Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as depositary (the “Depositary”) under a separate deposit agreement for each Class of Certificates, each dated as of November 8, 2021, between the Escrow Agent and the Depositary. Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as liquidity provider, will provide a separate liquidity facility for each of the Class A Certificates and the Class B Certificates, in each case in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates of such Class.

The interest on the issued and outstanding Equipment Notes and the escrowed funds, as the case may be, will be payable semiannually on January 11 and July 11 of each year, commencing on July 11, 2022. The principal payments on the issued and outstanding Equipment Notes are scheduled for payment in specified amounts on January 11 and July 11 of each year commencing on January 11, 2023. Final payments with respect to the Series A Equipment Notes will be due on July 11, 2034 and, with respect to the Series B Equipment Notes, will be due on July 11, 2030. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by American (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving American. The Equipment Notes issued with respect to each Aircraft will be secured by a lien on such Aircraft and cross-collateralized by the other Aircraft financed pursuant to the Note Purchase Agreement.


Exhibit		Description

1.1		Underwriting Agreement for the Class A Certificates, dated as of October 28, 2025, among J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as the representatives of the underwriters named therein, and American Airlines, Inc.

1.2		Underwriting Agreement for the Class B Certificates, dated as of October 28, 2025, among J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as the representatives of the underwriters named therein, and American Airlines, Inc.

23.1		Consent of Aircraft Information Services, Inc. relating to the Class A Certificates

23.2		Consent of BK Associates, Inc. relating to the Class A Certificates

23.3		Consent of Morten Beyer & Agnew, Inc. relating to the Class A Certificates

23.4		Consent of Aircraft Information Services, Inc. relating to the Class B Certificates

23.5		Consent of BK Associates, Inc. relating to the Class B Certificates

23.6		Consent of Morten Beyer & Agnew, Inc. relating to the Class B Certificates

104.1		Cover page interactive data file (embedded within the Inline XBRL document).

The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended (the “Securities Act”), under American’s shelf registration statement on Form S-3 (File No. 333-236503-01), (the “Registration Statement”). The Class A Certificates were sold pursuant to the Underwriting Agreement, dated as of October 25, 2021, among Deutsche, Citigroup and Goldman Sachs, as representatives of the underwriters named therein (the “Underwriters”), American and the Depositary. The Class B Certificates were sold pursuant to the Underwriting Agreement, dated as of October 27, 2021, among Deutsche, Citigroup and Goldman Sachs, as representatives of the Underwriters, American and the Depositary. The foregoing description of the Note Purchase Agreement and the other agreements and instruments is qualified in its entirety by reference to such agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. For a more detailed description of such agreements and instruments entered into by American with respect to the Certificates, see the disclosure under the captions “Description of the Certificates,” “Description of the Deposit Agreement,” “Description of the Escrow Agreement,” “Description of the Intercreditor Agreement,” “Description of the Equipment Notes” and “Underwriting” contained in American’s final Class A Prospectus Supplement, dated as of October 25, 2021, to the Prospectus, dated as of February 19, 2020, filed with the Securities and Exchange Commission on October 27, 2021 pursuant to Rule 424(b) under the Securities Act (the “Class A Prospectus”), and American’s final Class B Prospectus Supplement, dated as of October 27, 2021, to the Prospectus, dated as of February 19, 2020, filed with the Securities and Exchange Commission on October 29, 2021 pursuant to Rule 424(b) under the Securities Act (the “Class B Prospectus”), as well as the disclosure under the captions “Description of the Liquidity Facility for the Class A Trust” in the Class A prospectus and “Description of the Liquidity Facilities” in the Class B Prospectus, which disclosure is hereby incorporated herein by reference and is qualified in its entirety by reference to the relevant exhibit filed herewith.

This Current Report is also being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement.

ITEM 2.03. CREATION OF DIRECT FINANCIAL OBLIGATION.

The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit		Description
1.1		Underwriting Agreement, dated as of October 25, 2021, among Deutsche Bank Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as the representatives of the underwriters named therein, Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as the depositary, and American Airlines, Inc. (incorporated by reference to Exhibit 1.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on October 26, 2021).
1.2		Underwriting Agreement, dated as of October 27, 2021, among Deutsche Bank Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as the representatives of the underwriters named therein, Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as the depositary, and American Airlines, Inc. (incorporated by reference to Exhibit 1.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on October 28, 2021).
4.1		Pass Through Trust Agreement, dated as of September 16, 2014, between American Airlines, Inc. and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to American Airlines, Inc.’s Current Report on Form 8-K filed on September 17, 2014 (Commission File No. 001-02691)).

4.2		Trust Supplement No. 2021-1A, dated as of November 8, 2021, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014.
4.3		Trust Supplement No. 2021-1B, dated as of November 8, 2021, between American Airlines, Inc. and Wilmington Trust Company, as Trustee, to the Pass Through Trust Agreement, dated as of September 16, 2014.
4.4		Intercreditor Agreement (2021-1), dated as of November 8, 2021, among Wilmington Trust Company, as Trustee of the American Airlines Pass Through Trust 2021-1A and as Trustee of the American Airlines Pass Through Trust 2021-1B, Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust Company, as Subordination Agent.
4.5		Deposit Agreement (Class A), dated as of November 8, 2021, between Wilmington Trust, National Association, as Escrow Agent, and Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as Depositary.
4.6		Deposit Agreement (Class B), dated as of November 8, 2021, between Wilmington Trust, National Association, as Escrow Agent, and Sumitomo Mitsui Banking Corporation, acting through its New York Branch, as Depositary.
4.7		Escrow and Paying Agent Agreement (Class A), dated as of November 8, 2021, among Wilmington Trust, National Association, as Escrow Agent, Deutsche Bank Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2021-1A, and Wilmington Trust Company, as Paying Agent.
4.8		Escrow and Paying Agent Agreement (Class B), dated as of November 8, 2021, among Wilmington Trust, National Association, as Escrow Agent, Deutsche Bank Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, for themselves and on behalf of the several Underwriters, Wilmington Trust Company, not in its individual capacity, but solely as Pass Through Trustee for and on behalf of American Airlines Pass Through Trust 2021-1B, and Wilmington Trust Company, as Paying Agent.
4.9		Note Purchase Agreement, dated as of November 8, 2021, among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust, National Association, as Escrow Agent, and Wilmington Trust Company, as Paying Agent.
4.10		Form of Participation Agreement (Participation Agreement among American Airlines, Inc., Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein) (included in Exhibit B to Exhibit 4.9)
4.11		Form of Indenture and Security Agreement (Indenture and Security Agreement between American Airlines, Inc., and Wilmington Trust Company, as Loan Trustee) (included in Exhibit C to Exhibit 4.9).
4.12		Form of Pass Through Trust Certificate, Series 2021-1A (included in Exhibit A to Exhibit 4.2).
4.13		Form of Pass Through Trust Certificate, Series 2021-1B (included in Exhibit A to Exhibit 4.3).

4.14		Revolving Credit Agreement (2021-1A), dated as of November 8, 2021, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2021-1A, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider.
4.15		Revolving Credit Agreement (2021-1B), dated as of November 8, 2021, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the trustee of the American Airlines Pass Through Trust 2021-1B, as Borrower, and Crédit Agricole Corporate and Investment Bank, acting through its New York Branch, as Liquidity Provider.
5.1		Opinion of Latham & Watkins LLP, special counsel to American Airlines, Inc.
23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
104		Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

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.

AMERICAN AIRLINES, INC.

Date: November 12, 2021

/s/ Derek J. Kerr

Date: October 29, 2025

/s/ Devon E. May

Derek J. Kerr

Devon E. May

Executive Vice President and Chief Financial Officer

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