American Airlines Launches $1.05 Billion Aircraft-Backed Pass Through Certificate Offering to Finance 37 Planes

Aircraft-Backed Financing Structure and Objectives

American Airlines has created a pass through trust vehicle to issue Class A Pass Through Certificates, Series 2026-2A, detailed in the preliminary prospectus supplement. These certificates represent interests in a trust holding equipment notes issued by American Airlines on a full recourse basis. Proceeds from the certificate sales will initially be escrowed and then used to acquire equipment notes secured by specific aircraft in the pool. This setup enables investors to gain exposure to cash flows from American Airlines' aircraft financing without holding direct corporate debt.

The offering allows for potential future issuance of Class B Pass Through Certificates and other subordinated classes via separate prospectus supplements. Class A Certificates will generally have senior ranking over any Class B Certificates issued, with separate trusts established for each certificate class. The certificates represent claims on cash flows from the underlying equipment notes and do not constitute obligations of American Airlines or its affiliates.

Details of Aircraft Pool and Delivery Timeline

The Class A pass through trust will hold equipment notes financing a diverse fleet of 37 aircraft, including nine newly manufactured Airbus A321neo jets scheduled for delivery between July 2026 and February 2027, and five Airbus A321 XLR aircraft with deliveries from September 2026 to January 2027. The pool also includes thirteen Airbus A321-200 aircraft delivered between July 2013 and July 2014, representing refinanced previously operated planes.

Additionally, the pool consists of two Boeing 777-300ER wide-body jets delivered between December 2013 and February 2014, and eight newly manufactured Embraer ERJ 170-200LR regional aircraft expected between September and December 2026. Each equipment note is secured by a first security interest in its specific aircraft, offering investors exposure across narrow-body, wide-body, and regional fleets with a mix of new and older equipment.

Payment Schedule and Liquidity Support

Interest on the equipment notes will be paid semiannually on February 20 and August 20, starting February 20, 2027. Principal payments on certain notes will also begin on February 20, 2027. The Class A Certificates have a final expected distribution date of February 20, 2039, reflecting a 13-year investment horizon. The exact interest rate for the Class A Certificates was not disclosed in the preliminary prospectus.

Natixis, via its New York Branch, will provide a liquidity facility covering three consecutive semiannual interest payments on the outstanding Class A Certificates balance. This facility acts as a credit enhancement to ensure timely distributions if cash flows from equipment notes are temporarily insufficient. Any future Class B Certificates may have separate liquidity facilities as outlined in their respective offering documents.

Underwriting Syndicate and Pricing Information

The Class A Pass Through Certificates are being distributed by a large underwriting syndicate led by Deutsche Bank Securities, Citigroup, and BNP Paribas as joint lead bookrunners. Barclays, BofA Securities, and Credit Agricole Securities serve as joint structuring agents and bookrunners. Additional underwriters include Goldman Sachs & Co. LLC, J.P. Morgan, Morgan Stanley, MUFG, SMBC Nikko, Loop Capital Markets, CIBC Capital Markets, ICBC Standard Bank, Mizuho, Natixis, NatWest, US Bancorp, and BOK Financial Securities, Inc., highlighting the offering’s institutional scale.

The certificates are offered at par value, totaling $1,051,470,000. The underwriters will purchase all Class A Certificates if any are bought. While American Airlines will pay a commission to underwriters, the specific amount was not disclosed. Delivery of the certificates is expected in book-entry form via The Depository Trust Company, with settlement in immediately available funds.

Registration and Regulatory Compliance

This offering is registered under Form 424(b)(5) with the SEC, allowing registered securities offerings under effective registration statements. The preliminary prospectus supplement is dated July 27, 2026, supported by a base prospectus dated February 23, 2026. The documents clarify that the prospectus supplement is preliminary and not an offer to sell securities in jurisdictions where prohibited.

The registration statement number is 333-293649. The Class A Pass Through Certificates will not be listed on any national securities exchange, indicating OTC or institutional market trading. The SEC and state securities commissions have neither approved nor disapproved these securities, with standard disclaimers regarding the completeness and truthfulness of the prospectus.

Risk Factors and Investor Guidance

Investing in the Class A Certificates carries risks outlined in a dedicated "Risk Factors" section starting on page S-25 of the prospectus supplement. Although specifics are not detailed in the preliminary filing, typical risks include airline operational challenges, aircraft value fluctuations, interest rate exposure, liquidity risks, and subordination risks related to potential Class B Certificates. Distributions are subject to subordination provisions, meaning Class A investors could experience reduced payments under stress scenarios.

The equipment notes are full recourse to American Airlines, meaning investors have claims on the airline’s general creditworthiness beyond aircraft collateral. However, recovery depends on aircraft values and American’s ability to meet obligations. Taxation and ERISA considerations are included, with Delaware tax implications noted. Prospective investors should review the full risk disclosures in the final prospectus supplement before investing.

Escrow, Deposit, and Trust Management

Proceeds from Class A Certificate sales will initially be held in escrow unless directed by American Airlines for immediate equipment note purchases. Escrow and deposit agreements govern withdrawal conditions. The trust structure details roles for depositary, escrow agent, and paying agent to manage distributions and trust administration.

The pass through trust agreements include provisions for certificateholder reporting, default events, remedies, buyout rights, pool factors, and trust termination. Modifications require certificateholder notification and approval, balancing transparency with operational flexibility for American Airlines in managing aircraft assets and equipment notes.

Tax and Regulatory Implications for Investors

The prospectus supplement outlines U.S. federal income tax consequences for certificateholders, including taxation on allocable trust income, treatment upon sale or disposition, and special rules for foreign investors. Reporting, backup withholding, and FATCA considerations are addressed. Delaware tax implications apply to certificateholders organized in that state.

ERISA considerations cover fiduciary responsibilities, plan asset issues, prohibited transaction exemptions, and plan representation requirements, with special notes for insurance company general accounts. These complex provisions require investors to consult tax advisors for personalized guidance.

Future Certificate Classes and Refinancing Options

The filing anticipates potential future issuance of Class B Pass Through Certificates and other classes through separate supplements or offering memorandums. Each class will be issued by a dedicated trust, enabling tailored risk-return profiles. No Class B or additional classes are offered in this preliminary supplement.

The structure allows for refinancing or reissuance of certificates and modification of liquidity facilities, providing American Airlines flexibility to manage aircraft financing amid changing market conditions while preserving certificateholder protections and subordination structures.