Prospectus Supplement
(To Prospectus dated February 19, 2020)
American Airlines Group Inc.
Up to $1,000,000,000
Common Stock
This prospectus supplement and the accompanying prospectus relate to the issuance and sale from time to time of shares of our common stock, par value
$0.01 per share, having an aggregate gross sales price of up to $1,000,000,000 through Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and BNP Paribas Securities
Corp. (each, a manager and together, the managers). These sales, if any, will be made pursuant to the terms of the equity distribution agreement, dated October 22, 2020, between us and the managers (the equity
distribution agreement).
Sales, if any, of our common stock under the equity distribution agreement may be made in ordinary brokers
transactions, to or through a market maker, on or through The Nasdaq Global Select Market (Nasdaq), the existing trading market for our common stock, or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The managers may also sell our common stock by any other
method permitted by law. Subject to the terms and conditions of the equity distribution agreement, each manager will use its reasonable efforts, consistent with its normal trading and sales practices, to sell the shares subject to the equity
distribution agreement as directed by us. The terms of such sales, if any, will be mutually agreed between us and the managers.
Under the terms of
the equity distribution agreement, we also may sell shares of our common stock to a manager as principal for its own account, including a block trade, at a price agreed upon at the time of the sale. If we sell shares of our common stock to a manager
as principal, we will enter into a separate terms agreement with such manager and we will describe that agreement in a separate prospectus supplement or pricing supplement.
Our common stock is listed on Nasdaq under the symbol AAL. On October 21, 2020, the last reported sale price of our common stock was
$[ ] per share.
We will pay each manager a commission of up to 1.0% of the gross sales price per
share of our common stock sold through such manager under the equity distribution agreement. The net proceeds from any sales under this prospectus supplement will be used as described under Use of Proceeds in this prospectus supplement.
Investing in our common stock involves risks. See Risk Factors beginning on page S-3.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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Goldman Sachs & Co. LLC
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Credit Suisse
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Deutsche Bank Securities
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Morgan Stanley
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BNP PARIBAS
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The date of this prospectus supplement is October 22, 2020