{"url_path":"/sec/cik-0000004515/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/4515/0001193125-26-227145-index.html","accession_number":"0001193125-26-227145","cik":"0000004515","ticker":null,"issuer_name":"AMERICAN AIRLINES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/4515/0001193125-26-227145-index.html","primary_entity_key":"0000004515","primary_entity_name":"AMERICAN AIRLINES, INC."},"word_count":1278,"has_tables":true,"body_markdown":"ITEM 1.01.\n\nENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.\n\nOn May 11, 2026, American Airlines, Inc. (the “Company” or “American”), Wilmington Trust Company, as trustee under certain pass through trusts newly formed by the Company (the “Trustee”) and as subordination agent, Wilmington Trust, National Association, as escrow agent (the “Escrow Agent”) under the Escrow Agreements (as defined below), and Wilmington Trust Company, 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 amount of $1,140,803,000 to be secured by (a) eleven newly manufactured Boeing 737 MAX 8 aircraft, delivered to American during the period from January 2026 to April 2026 (the “New Delivery Boeing Aircraft”), (b) six newly manufactured Airbus A321 XLR aircraft, delivered or currently scheduled for delivery to American during the period from July 2025 to July 2026 (the “New Delivery Airbus Aircraft” and, together with the New Delivery Boeing Aircraft, the “New Delivery Aircraft”), (c) twelve Airbus A321-200 aircraft, delivered new to American or to US Airways, Inc. (which was acquired by AAG in 2013) during the period from October 2013 to November 2015 (the “Owned Airbus Aircraft”), and (d) three Boeing 777-300ER aircraft, delivered new to American during the period from April 2013 to June 2013 (the “Owned Boeing Aircraft” and, together with the Owned Airbus Aircraft, the “Owned Aircraft” and, the New Delivery Aircraft and the Owned 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 form of Participation 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 Aircraft.\n\nEach Indenture contemplates the issuance of Equipment Notes in two series: Series A, bearing interest at the rate of 5.250% per annum (the “Series A Equipment Notes”) and Series B, bearing interest at 5.750% per annum (the “Series B Equipment Notes”) in the aggregate principal amount (once all the Equipment Notes have been issued) equal to $905,038,000, in the case of Series A Equipment Notes, and $235,765,000, 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 2026-1 (the “Class A Certificates”) and American Airlines, Inc. Class B Pass Through Certificates, Series 2026-1 (the “Class B Certificates,” and together with the Class A Certificates, the “Certificates”, and each series of the Certificates, a “Class”).\n\nPending 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 May 11, 2026, among the Escrow Agent, the Paying Agent, Goldman Sachs & Co. LLC (“Goldman Sachs”) and MUFG Securities Americas Inc. (“MUFG”), as representatives of the Underwriters (as defined below), and the Trustee (each, an “Escrow Agreement” and, collectively, the “Escrow Agreements”), except the proceeds that have been directed by American to be used to acquire Equipment Notes issued in respect of any Owned Aircraft or, at its direction, certain of the New Delivery Aircraft owned by American. 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 May 11, 2026, between the Escrow Agent and the Depositary. Natixis, 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.\n\nThe interest on the issued and outstanding Equipment Notes and the escrowed funds, as the case may be, will be payable semiannually on May 10 and November 10 of each year, commencing on November 10, 2026. The principal payments on the issued and outstanding Equipment Notes are scheduled for payment in specified amounts on May 10 and November 10 of each year, commencing on November 10, 2026. Final payments with respect to the Series A Equipment Notes will be due on November 10, 2038 and, with respect to the Series B Equipment Notes, will be due on May 10, 2035. 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\n\n \n\ncertain 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.\n\nThe 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. 333-293649-01), (the “Registration Statement”). The Class A Certificates were sold pursuant to the Underwriting Agreement, dated as of April 27, 2026, among Goldman Sachs and MUFG, 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 April 27, 2026, among Goldman Sachs and MUFG, 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 April 27, 2026, to the Prospectus, dated as of February 23, 2026, filed with the Securities and Exchange Commission on April 28, 2026 pursuant to Rule 424(b) under the Securities Act (the “Class A Prospectus”), and American’s final Class B Prospectus Supplement, dated as of April 27, 2026, to the Prospectus, dated as of February 23, 2026, filed with the Securities and Exchange Commission on April 28, 2026 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.\n\nThis 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."}