ITEM 5.02.           DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
                     APPOINTMENT OF PRINCIPAL OFFICERS.

(e) Material Amendment of Compensatory Arrangements of Certain Named Executive Officers

On February 24, 2022, the Compensation Committee (the "Committee") of the Board of Directors of American Airlines Group Inc. took the actions that follow in respect of the compensation of certain executive officers:

•The Committee increased the annual base salary of Robert Isom, President and incoming CEO, to $1,300,000 per year and increased his target short-term incentive opportunity to 200% of his base compensation.

•The Committee increased the annual base salary of Derek Kerr, Chief Financial Officer and incoming Vice Chair, to $900,000 per year. Mr. Kerr's short-term incentive opportunity remains unchanged at 125% of his base compensation.

•For each of Messrs. Isom and Kerr, their target long-term incentive was reduced commensurately with the increases in base salary described above.

The compensation payable to all named executive officers, including Messrs. Isom and Kerr, remains limited by, and is in compliance with, the provisions of the CARES Act and related limitations imposed by the federal government. As a result, the named executive officers, including Messrs. Isom and Kerr, are ineligible to receive any increase in overall compensation until these restrictions and limitations expire.

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