American Airlines Announces $1.05 Billion Pass Through Certificate Offering for Aircraft Financing

Structure and Purpose of the Aircraft-Backed Financing

American Airlines established a pass through trust vehicle to issue Class A Pass Through Certificates, Series 2026-2A, as detailed in the preliminary prospectus supplement. The pass through certificates represent interests in a dedicated trust that will hold equipment notes issued by American Airlines on a full recourse basis. The proceeds from certificate sales will initially be held in escrow and subsequently deployed to acquire equipment notes from the carrier that are secured by specific aircraft assets within the pool. This structure allows investors to hold claims on cash flows generated by American Airlines' aircraft financing obligations without holding direct corporate debt.

The offering contemplates potential future issuance of Class B Pass Through Certificates and other subordinated certificate classes through separate offering materials and additional prospectus supplements. The filing states that Class A Certificates will rank generally senior to any Class B Certificates that may be issued, with Class B obligations ranked generally junior to Class A. A separate trust will be established for each class of certificates issued. The certificates themselves do not represent interests in or obligations of American Airlines or any of its affiliates; rather, they represent claims on the cash flows from the underlying equipment notes securing the aircraft pool.

Aircraft Pool Composition and Delivery Schedule

The equipment notes expected to be held by the Class A pass through trust will finance a diversified fleet of 37 aircraft across multiple aircraft types and vintages. The pool includes nine newly manufactured Airbus A321neo aircraft with delivery expected between July 2026 and February 2027, and five newly manufactured Airbus A321 XLR aircraft with deliveries currently scheduled for September 2026 through January 2027. Additionally, the pool includes thirteen Airbus A321-200 aircraft that were delivered new to American between July 2013 and July 2014, representing previously operated equipment now being refinanced.

The aircraft pool also comprises two Boeing 777-300ER wide-body aircraft delivered new to American between December 2013 and February 2014, and eight newly manufactured Embraer ERJ 170-200LR regional aircraft currently scheduled for delivery between September 2026 and December 2026. Equipment notes issued for each aircraft will be secured by a first security interest in that specific aircraft. This mixed portfolio of aircraft types and ages provides exposure to American Airlines' diversified fleet across narrow-body, wide-body, and regional segments, with a blend of recently delivered new equipment and previously operated assets.

Payment Schedule and Liquidity Provisions

The disclosure states that interest on issued and outstanding equipment notes will be payable semiannually on February 20 and August 20 of each year, with the first interest payments scheduled to commence on February 20, 2027. Principal on certain equipment notes is also scheduled for payment on February 20 and August 20 of each year, beginning on February 20, 2027. The Class A Certificates carry a final expected distribution date of February 20, 2039, indicating a thirteen-year expected life for the investment. The specific interest rate for the Class A Certificates was not disclosed in the preliminary prospectus supplement, as indicated by the blank field in the certificate terms table.

Natixis, a French financial institution acting through its New York Branch, will provide a liquidity facility for the Class A Certificates in an amount sufficient to make three successive semiannual interest distributions on the outstanding balance. This liquidity backstop ensures payment continuity in scenarios where the underlying equipment note cash flows may be temporarily insufficient to meet distribution obligations. The filing indicates that any Class B Certificates, if issued, may have the benefit of a separate liquidity facility as described in offering materials for those certificate classes. The liquidity facility represents a credit enhancement mechanism designed to support certificateholder confidence in the timeliness of distributions.

Underwriting Syndicate and Pricing Details

A substantial underwriting syndicate has been assembled to distribute the Class A Pass Through Certificates. Deutsche Bank Securities, Citigroup, and BNP Paribas are listed as joint lead bookrunners, with Barclays, BofA Securities, and Credit Agricole Securities identified as joint structuring agents and joint bookrunners. The broader underwriting group includes 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. The breadth of the syndicate reflects the size and institutional nature of the offering.

The Class A Certificates are being offered at 100% of par value, representing an offering price equal to their aggregate face amount of $1,051,470,000. The filing indicates that the underwriters will purchase all of the Class A Certificates if any are purchased. American Airlines will pay the underwriters a commission, though the specific commission amount was not disclosed in the preliminary prospectus supplement, appearing as a blank field in the document. The underwriters expect delivery of the Class A Certificates to occur in book-entry form on or about a date specified in the final prospectus supplement through the facilities of The Depository Trust Company, with settlement against payment in immediately available funds.

Registration and Regulatory Status

The offering is being conducted pursuant to a registration statement on Form 424(b)(5), filed under Securities and Exchange Commission rules allowing registered offerings of securities pursuant to effective registration statements. The preliminary prospectus supplement is dated July 27, 2026, and is accompanied by a base prospectus dated February 23, 2026. The filing contains standard regulatory disclosures that this preliminary prospectus supplement and the accompanying prospectus are not complete and may be changed, and that they are not an offer to sell these securities, with the notation that American Airlines and the underwriters are not soliciting an offer to buy securities in any jurisdiction where the offer or sale is not permitted.

The regulation statement number referenced is 333-293649. The Class A Pass Through Certificates will not be listed on any national securities exchange, indicating they will be traded in the over-the-counter or institutional markets. The preliminary prospectus supplement notes that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus supplement or accompanying prospectus is truthful or complete, with the standard cautionary language that any representation to the contrary is a criminal offense.

Risk Factors and Investor Considerations

The disclosure identifies that investing in the Class A Certificates involves risks, with a dedicated "Risk Factors" section beginning on page S-25 of the prospectus supplement. While the preliminary nature of the filing means specific risks are not enumerated in the materials provided, typical aircraft-backed securitization risks may include airline operational risks, aircraft value volatility, interest rate exposure, liquidity risk, and risks related to the subordination structure for any Class B Certificates that may be issued. The filing notes that distributions on the certificates will be subject to certain subordination provisions, meaning that in stress scenarios, Class A certificateholders could face reduced distributions if senior obligations are triggered or if subordinated tranches are activated.

The equipment notes will be issued by American Airlines on a full recourse basis, meaning certificateholders will have recourse to American Airlines' general creditworthiness beyond the specific aircraft collateral. However, certificate holders should understand that their ultimate recovery depends on both the value of the aircraft assets and American Airlines' ability to service its obligations. The filing includes taxation and ERISA considerations applicable to certificateholders, and references to Delaware tax implications. Prospective investors are directed to review the complete risk factors disclosure in the final prospectus supplement before making any investment decision.

Escrow, Deposit, and Trust Governance

The proceeds from the sale of Class A Certificates will initially be held in escrow, except to the extent that American Airlines directs such proceeds to be used to acquire equipment notes for owned aircraft or certain of the new delivery aircraft on the issuance date. This escrow arrangement is documented in a deposit agreement and an escrow agreement, with specific provisions governing withdrawal of deposits to purchase equipment notes and other permissible withdrawals. The filing describes the roles of the depositary, escrow agent, and paying agent in administering the trust structure and facilitating distributions to certificateholders.

The pass through trust structure includes detailed provisions for reports to certificateholders, indenture events of default and remedies, certificate buyout rights, pool factors, and termination of the trusts. The filing contemplates modifications to pass through trust agreements and certain other agreements, with specified procedures for certificateholder notification and approval. The trust governance framework is designed to ensure transparency and protect certificatholder interests while providing American Airlines with operational flexibility in managing the underlying aircraft assets and equipment note obligations.

Tax and Regulatory Considerations for Certificateholders

The prospectus supplement addresses material U.S. federal income tax consequences for certificateholders, describing the tax status of the Class A Trust and taxation of Class A Certificateholders generally. The filing indicates that certificateholders will be subject to income taxation on their allocable share of trust income. Treatment upon sale or other disposition of Class A Certificates is addressed, along with special considerations applicable to foreign Class A Certificateholders, information reporting and backup withholding obligations, and Foreign Account Tax Compliance Act considerations. Certificateholders organized as Delaware entities may face certain Delaware tax implications specific to their jurisdiction of domicile.

The disclosure includes certain ERISA considerations applicable to employee benefit plans and entities whose assets constitute plan assets under the Employee Retirement Income Security Act. The filing notes general fiduciary issues, plan assets issues, prohibited transaction exemption considerations, and plan representation requirements. Special considerations applicable to insurance company general accounts are also addressed. These tax and regulatory provisions are complex and fact-specific to each certificatholder's circumstances, and prospective investors are advised to consult with their tax advisors regarding the specific tax and regulatory treatment of their particular holdings.

Future Classes and Refinancing Flexibility

The disclosure contemplates possible issuance of additional Class B Pass Through Certificates and other classes through separate prospectus supplements or offering memorandums in addition to the Class A Certificates being offered in this preliminary prospectus supplement. Each class of certificates will be issued by a separate dedicated trust, allowing for flexible structuring of different risk and return profiles for different investor classes. The filing indicates that none of the Class B Pass Through Certificates or other additional classes are being offered pursuant to this prospectus supplement; rather, any such offerings would require separate offering materials and prospectus supplements prepared at the time of such offerings.

The offering framework also contemplates refinancing or reissuance of certificates, with provisions addressing how additional liquidity facilities may be added or modified. This flexibility allows American Airlines to manage its aircraft financing over time as business conditions, interest rates, and refinancing opportunities evolve. The structure provides for orderly management of the equipment note obligations and potential opportunistic refinancing while maintaining the integrity of the certificatholder claims and subordination structure across multiple tranches.