Amendment: SEC Form 8-A12B/A filed by American Airlines Group Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No.1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
AMERICAN AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware | 75-1825172 | |
(State of incorporation or organization) | (IRS Employer Identification No.) |
1 Skyview Drive, Fort Worth, TX 76155
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Common Stock, $0.01 par value per share | AAL | The Nasdaq Global Select Market | ||
Preferred Stock Purchase Rights | — | (1) |
(1) | Attached to the Common Stock |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☑
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: N/A. (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None. (Title of class)
Item 1. Description of Registrant’s Securities to be Registered.
This Form 8-A/A amends the registration statement on Form 8-A filed on December 22, 2021 (the “Original 8-A”) by American Airlines Group Inc. (the “Company”) with the Securities and Exchange Commission relating to preferred stock purchase rights under the Tax Benefit Preservation Plan, dated as of December 20, 2021 (the “Plan”), by and between the Company and American Stock Transfer & Trust Company, LLC (now known as Equiniti Trust Company, LLC) as rights agent.
On October 31, 2024, the Company entered into Amendment No. 1 (the “Amendment”) to the Plan. The Amendment extends the expiration date of the Plan from December 20, 2024 to October 29, 2027 (subject to other earlier termination events, including if stockholder approval of the Amendment has not been obtained by October 29, 2025).
The Plan is described in and included as an exhibit to the Original 8-A, and such descriptions, as amended hereby, are incorporated by reference herein. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, attached hereto as Exhibit 4.2 and incorporated herein by reference.
Item 2. Exhibits.
The following exhibits to the Registration Statement on Form 8-A are filed herewith or incorporated by reference from the documents specified
2
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
AMERICAN AIRLINES GROUP INC. | ||||||
Date: November 1, 2024 |
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By: |
/s/ Devon E. May | |||||
Name: Devon E. May | ||||||
Title: Executive Vice President and Chief Financial Officer |