American Airlines Issues $273.9 Million in Pass-Through Certificates for Aircraft Financing

Structure and Mechanics of the Pass-Through Certificates

American Airlines established a pass-through trust specifically designed to issue the Class B Pass Through Certificates, with a separate trust structure for the concurrently offered Class A Certificates. The Class B Certificates represent interests in the related pass-through trust's assets rather than direct obligations of American Airlines or its affiliates. Proceeds from the sale of these certificates will initially be held in escrow, with American Airlines directing deployment to acquire equipment notes issued on a full recourse basis. This structure creates a separation between the airline's corporate balance sheet and the financing vehicle, allowing investors to hold interests in trust assets secured by specific aircraft.

The filing discloses that distributions to Class B Certificate holders will be subject to subordination provisions, with Class A Certificates ranking senior to Class B Certificates in the distribution hierarchy. This tiered structure creates distinct risk profiles for each certificate class, allowing investors to choose their preferred positioning within the capital structure. The equipment notes held within the trusts will be secured by security interests in all financed aircraft, providing direct collateral protection to certificate holders.

Aircraft Portfolio Supporting the Offering

The equipment notes underlying the Class B Certificates will finance a diverse fleet of 37 aircraft across multiple aircraft types and vintages. The portfolio includes nine newly manufactured Airbus A321neo aircraft scheduled for delivery between July 2026 and February 2027, along with five Airbus A321 XLR aircraft currently scheduled for delivery between September 2026 and January 2027. These new generation narrowbody aircraft represent American's ongoing fleet modernization efforts aimed at improving fuel efficiency and operating economics.

The financing also covers thirteen existing Airbus A321-200 aircraft originally delivered to American between July 2013 and July 2014, providing refinancing for previously acquired assets. Two Boeing 777-300ER wide-body aircraft, delivered to American between December 2013 and February 2014, add long-haul capacity to the financed portfolio. Additionally, eight newly manufactured Embraer E175 regional aircraft scheduled for delivery between September 2026 and December 2026 expand regional capacity. This combination of new aircraft on order and existing owned aircraft allows American to optimize its capital structure while securing financing for future deliveries.

Payment Schedule and Distribution Timeline

Interest on the equipment notes held by the Class B pass-through trust will be payable semiannually on February 20 and August 20 of each year, with distributions to certificate holders commencing on February 20, 2027. Principal payments on the equipment notes are scheduled for payment on the same semiannual schedule beginning February 20, 2027. This regular payment structure provides certificate holders with predictable distribution timing and allows them to plan cash flow expectations throughout the holding period.

The Class B Certificates carry a final expected distribution date of August 20, 2035, establishing a defined maturity for the instrument. However, the filing notes that the actual distribution schedule depends on American Airlines' ability to service the underlying equipment notes as required. The company did not disclose the specific interest rate applicable to the Class B Certificates in the filing, indicating this detail would be determined and disclosed in a subsequent final prospectus supplement.

Liquidity Facility and Credit Enhancement

The disclosure indicates that Natixis, a joint stock company organized under French law and operating through its New York Branch, will provide a Liquidity Facility for the Class B Certificates. This facility will be maintained in an amount sufficient to make three successive semiannual interest distributions on the outstanding balance of the Class B Certificates. This credit enhancement mechanism provides protection to certificate holders by ensuring that interest payments can be made even if temporary cash flow disruptions occur in American Airlines' payments on the underlying equipment notes.

The Class A Certificates, offered concurrently through a separate prospectus supplement, have the benefit of their own separate Liquidity Facility as described in their offering materials. The separate liquidity support for each certificate class reflects their distinct positions in the capital structure and risk hierarchy. This arrangement ensures that the senior Class A Certificates have dedicated liquidity support while the junior Class B Certificates benefit from a more limited facility structure.

Offering Details and Distribution Timeline

The aggregate face amount of the Class B Pass Through Certificates offered totals $273.9 million, with certificates priced at 100% to the public. The underwriting syndicate comprises prominent financial institutions including Deutsche Bank Securities and Citigroup as joint lead bookrunners, with BNP Paribas also serving as joint lead bookrunner. The joint structuring agent role is shared among multiple firms, reflecting the complexity of the securitized aircraft financing structure.

The filing indicates that the underwriters expect delivery of the Class B Certificates will be made in book-entry form through The Depository Trust Company against payment in immediately available funds. The expected delivery date was noted as "on or about [date], 2026," with the specific date to be disclosed in the final prospectus supplement. The company did not disclose the underwriter commission amount in the preliminary filing, stating this would be completed in final offering materials. The certificates will not be listed on any national securities exchange, indicating they are intended for institutional and qualified investor distribution.

Subordination and Capital Structure

The documentation establishes a clear subordination framework whereby Class A Certificates rank senior to Class B Certificates with respect to distributions from the pass-through trust. This subordination is further reinforced through an intercreditor agreement governing the rights and priorities of the different certificate classes. The filing discloses that subordination provisions will limit the Class B Certificate holders' access to cash flows until all obligations to senior Class A Certificateholders are satisfied.

The equipment notes themselves are subject to subordination provisions as described in their governing documentation. These provisions establish priorities among multiple series of equipment notes if more than one series is issued to finance the same aircraft. The structure allows American Airlines to layer financing across aircraft, creating a flexible capital structure that can accommodate different investor risk preferences and cost of capital considerations.

Tax Treatment and Investor Considerations

The filing provides detailed discussion of material U.S. federal income tax consequences for Class B Certificateholders. The disclosure indicates that the Class B Trust will be treated as a grantor trust for federal income tax purposes, with certificateholders generally being required to include their proportionate share of the trust's income in their taxable income. Certificateholders should expect to receive information reporting in the form of Schedule K-1 or similar documentation detailing their allocable share of trust income and principal payments.

Foreign certificateholders face additional tax considerations including withholding obligations and Foreign Account Tax Compliance Act (FATCA) reporting requirements. The filing notes that foreign investors should carefully consider applicable tax treaties and withholding obligations before investing. The disclosure indicates that backup withholding may apply to certain certificateholders depending on their status and documentation provided. Certificateholders investing through retirement plans subject to ERISA should consult plan administrators regarding prohibited transaction considerations and plan asset issues.

Risk Factors and Investment Considerations

The disclosure document devotes substantial attention to risk factors beginning on page S-24 of the prospectus supplement. These risk factors address the specific risks associated with Class B Certificates and the offering structure. Investors are advised to carefully review these risk disclosures, which cover aviation industry risks, American Airlines-specific operational risks, and structural risks inherent in the securitized aircraft financing format.

The Class B Certificates represent interests in trust assets rather than direct obligations of American Airlines, meaning certificate holders do not have a direct claim against the airline but rather depend on the trust's ability to collect on equipment notes and maintain liquidity facilities. Should American Airlines experience financial distress or be unable to service the equipment notes as scheduled, the Class B Certificateholders would be positioned junior to Class A Certificateholders in accessing available funds. The filing makes clear that investing in these certificates involves material risks and that neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities.

Regulatory Status and Forward Declarations

This preliminary prospectus supplement was filed pursuant to Rule 424(b)(5) and relates to Registration No. 333-293649. The filing is marked "Subject to Completion" and contains preliminary terms that will be finalized in the definitive prospectus supplement. The information provided is described as preliminary and subject to change, with the registration statement becoming effective upon filing. The document includes a standard disclaimer that the preliminary prospectus supplement and accompanying prospectus do not constitute an offer to sell securities in jurisdictions where such offer or sale is not permitted.

The filing incorporates by reference the prospectus dated February 23, 2026, which provides baseline disclosure regarding American Airlines' business, financial condition, and the general terms applicable to pass-through trust certificates. The preliminary prospectus supplement supplements this base prospectus with specific information regarding the Class B Certificates, Series 2026-2B, including aircraft-specific details, financial terms, and offering mechanics. Investors should review both documents in their entirety to understand the complete offering structure and American Airlines' business and financial condition.