American Eagle Q2 EPS $0.79 on $1.38B revenue
American Eagle Outfitters, Inc. (AEO) reports sharply stronger results for the 13 and 26 weeks ended August 1, 2026, with both its American Eagle and Aerie segments contributing to growth.
American Eagle Outfitters, Inc. (AEO) reports sharply stronger results for the 13 and 26 weeks ended August 1, 2026, with both its American Eagle and Aerie segments contributing to growth. Total net revenue for the quarter was $1.38 billion, up from $1.28 billion a year earlier, and operating income more than doubled to $211.4 million from $103.1 million. For the first half of Fiscal 2026, revenue rose to $2.58 billion from $2.37 billion, while operating income increased to $239.6 million from $17.9 million, reflecting margin improvement and the absence of prior-year impairment and restructuring charges.
Net income attributable to AEO reached $134.1 million for the quarter and $157.6 million year-to-date, compared with $77.6 million and $12.7 million in the prior-year periods; diluted EPS was $0.79 for the quarter and $0.92 year-to-date. Results were significantly aided by tariff refunds: the company had historically paid about $192 million of IEEPA tariffs and, during the first half, submitted $189.8 million of refund claims, receiving $195.7 million including interest. Of this, $191.9 million reduced cost of sales and $3.8 million reduced SG&A expense. Operating cash flow improved to $116.3 million year-to-date versus a use of cash in the prior year, even as AEO invested $127.6 million in capital expenditures and ended the period with $148.0 million in cash and $55.0 million drawn on its $700 million revolving credit facility.
Positive
- Operating income surged to $211.4 million for the quarter and $239.6 million year-to-date, up from $103.1 million and $17.9 million, reflecting stronger margins and the absence of prior-year impairment and restructuring charges.
- Net income and EPS improved sharply, with diluted EPS of $0.79 for the quarter and $0.92 year-to-date compared with $0.45 and $0.07 in the prior-year periods.
- Cash flow from operations rebounded to $116.3 million for the first half from a $26.9 million use of cash a year earlier, supporting $127.6 million of capital expenditures while maintaining liquidity.
- Tariff refunds materially lowered costs: AEO received $195.7 million including interest on IEEPA tariff refunds, recognizing $191.9 million as a reduction of cost of sales and $3.8 million as a reduction of SG&A.
Negative
- Macro and inflationary pressures and an uncertain tariff environment are disclosed as continuing headwinds that have adversely affected consumer spending and could continue to impact AEO’s business and operations.
Filing Explained
The credit facility now runs to June 4, 2031, alongside a substantially completed wind-down and a lower reported share count.
The company’s unaudited Form 10-Q reports interim financial information through
A
The company says the Quiet Platforms operational wind-down was substantially complete as of
Reported common shares outstanding fell from 168,958 thousand at
Key Figures
Key Terms
International Emergency Economic Powers Act regulatory
equity method investment financial
accelerated share repurchase financial
right-of-use assets financial
ASC 606, Revenue from Contracts with Customers financial
non-GAAP financial measure financial
Earnings Snapshot
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did AEO’s revenue perform in the latest quarter versus last year?
What were AEO’s earnings and EPS for the quarter and year-to-date?
How did tariff refunds affect AEO (AEO) in this 10-Q period?
What is AEO’s current debt and liquidity position?
How much cash did AEO (AEO) generate from operations in the first half?
Did AEO record any impairment or restructuring charges this period?
What were AEO’s capital expenditures so far in Fiscal 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
Commission File Number:
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
1
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
2
AMERICAN EAGLE OUTFITTERS, INC.
TABLE OF CONTENTS
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Page Number |
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PART I - FINANCIAL INFORMATION |
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Forward Looking Statements |
4 |
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Item 1. |
Financial Statements |
7 |
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Consolidated Balance Sheets: August 1, 2026, January 31, 2026, and August 2, 2025 |
7 |
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Consolidated Statements of Operations: 13 and 26 weeks ended August 1, 2026 and August 2, 2025 |
8 |
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Consolidated Statements of Comprehensive Income: 13 and 26 weeks ended August 1, 2026 and August 2, 2025 |
9 |
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Consolidated Statements of Stockholders' Equity: 13 and 26 weeks ended August 1, 2026 and August 2, 2025 |
10 |
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Consolidated Statements of Cash Flows: 26 weeks ended August 1, 2026 and August 2, 2025 |
12 |
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Notes to Consolidated Financial Statements |
14 |
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
30 |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
44 |
Item 4. |
Controls and Procedures |
45 |
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PART II - OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
46 |
Item 1A. |
Risk Factors |
46 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
46 |
Item 3. |
Defaults Upon Senior Securities |
N/A |
Item 4. |
Mine Safety Disclosures |
N/A |
Item 5. |
Other Information |
46 |
Item 6. |
Exhibits |
47 |
3
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on the views and beliefs of management of American Eagle Outfitters, Inc. (the "Company," "we," "us," and "our"), as well as assumptions and estimates made by management. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not intend to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Forward-looking statements should not be relied upon as a prediction of actual results. Actual results could differ materially from those expressed or implied in such forward-looking statements as a result of various risk factors, including those contained in this Quarterly Report and in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026 (the "Fiscal 2025 Form 10-K"). In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. As used herein, “Fiscal 2028” refers to the 53-week period that will end on February 3, 2029. "Fiscal 2027" refers to the 52-week period that will end on January 29, 2028. "Fiscal 2026" refers to the 52-week period that will end on January 30, 2027. "Fiscal 2025" refers to the 52-week period ended January 31, 2026.
All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. Words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” "estimate," “expect,” “intend,” “may,” “plan,” “potential,” "project," “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions may identify forward-looking statements, although not all forward-looking statements contain these words. Our forward-looking statements include, but are not limited to, statements about:
4
Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following:
5
We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or results. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
6
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED BALANCE SHEETS
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August 1, |
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January 31, |
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August 2, |
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(In thousands, except per share amounts) |
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2026 |
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2026 |
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2025 |
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(Unaudited) |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Merchandise inventory |
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Accounts receivable, net |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Operating lease right-of-use assets |
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Property and equipment, at cost, net of accumulated depreciation |
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Goodwill, net |
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Non-current deferred income taxes |
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Intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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$ |
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Current portion of operating lease liabilities |
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Accrued compensation and payroll taxes |
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Unredeemed gift cards and gift certificates |
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Accrued income and other taxes |
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Other current liabilities and accrued expenses |
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Total current liabilities |
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Non-current liabilities: |
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Non-current operating lease liabilities |
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Long-term debt, net |
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Other non-current liabilities |
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Total non-current liabilities |
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Stockholders’ equity: |
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— |
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— |
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— |
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Preferred stock, $ |
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— |
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— |
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— |
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Common stock, $ |
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Contributed capital |
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Accumulated other comprehensive loss |
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( |
) |
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( |
) |
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( |
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Retained earnings |
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Treasury stock, at cost, |
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( |
) |
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( |
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( |
) |
Total AEO stockholders' equity |
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Non-controlling interests |
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( |
) |
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( |
) |
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Total stockholders’ equity |
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$ |
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$ |
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$ |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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$ |
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Refer to Notes to Consolidated Financial Statements
7
AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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13 Weeks Ended |
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26 Weeks Ended |
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||||||||||
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August 1, |
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August 2, |
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August 1, |
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August 2, |
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(In thousands, except per share amounts) |
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2026 |
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2025 |
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2026 |
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2025 |
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Total net revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of sales, including certain buying, occupancy and |
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Gross profit |
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Selling, general and administrative expenses |
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Impairment and restructuring charges |
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— |
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— |
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— |
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Depreciation and amortization expense |
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Operating income |
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$ |
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$ |
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$ |
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$ |
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Interest expense, net |
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Other (income) loss, net |
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( |
) |
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( |
) |
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Income before income taxes |
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Provision for income taxes |
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Net income |
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Net loss attributable to non-controlling interests |
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Net income attributable to AEO |
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$ |
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$ |
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$ |
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$ |
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||||
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Basic net income per common share attributable to AEO |
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$ |
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$ |
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$ |
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$ |
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Diluted net income per common share attributable to AEO |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding - basic |
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Weighted average common shares outstanding - diluted |
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Refer to Notes to Consolidated Financial Statements
8
AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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13 Weeks Ended |
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26 Weeks Ended |
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August 1, |
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August 2, |
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August 1, |
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August 2, |
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(In thousands) |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive (loss) gain |
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Foreign currency translation (loss) gain |
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( |
) |
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( |
) |
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Other comprehensive (loss) gain |
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( |
) |
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( |
) |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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Net loss attributable to non-controlling interests |
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Foreign currency translation gain attributable to non-controlling interests |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Comprehensive income attributable to AEO |
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$ |
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$ |
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$ |
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$ |
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Refer to Notes to Consolidated Financial Statements
9
AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
13 Weeks Ended August 1, 2026 and August 2, 2025
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Common |
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(In thousands, except per share amounts) |
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Shares |
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Common |
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Contributed |
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Accumulated Other |
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Retained |
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Treasury |
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Total AEO Stockholders' Equity |
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Non-controlling |
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Stockholders' |
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|||||||||
Balance at May 3, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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|||||||
Stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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Accelerated share repurchase, including excise tax |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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( |
) |
Repurchase of common stock from employees |
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( |
) |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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— |
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( |
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Reissuance of treasury stock |
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— |
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— |
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( |
) |
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— |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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Cash dividends declared and dividend equivalents ($ |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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— |
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( |
) |
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Contributions from non-controlling interests |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance at August 2, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
|
$ |
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$ |
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$ |
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|
|
|
|
|
|
|
|
|||||||||
Balance at May 2, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Stock awards |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Repurchase of common stock from employees |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Reissuance of treasury stock |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive (loss) income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Cash dividends declared and dividend equivalents ($ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Balance at August 1, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
10
AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
26 Weeks Ended August 1, 2026 and August 2, 2025
|
|
Common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(In thousands, except per share amounts) |
|
Shares |
|
|
Par Value |
|
|
Contributed |
|
|
Accumulated Other |
|
|
Retained |
|
|
Treasury |
|
|
Total AEO Stockholders' Equity |
|
|
Non-controlling |
|
|
Stockholders' |
|
|||||||||
Balance at February 1, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Stock awards |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Repurchase of common stock as part of publicly announced programs, including excise tax |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Accelerated share repurchase, including excise tax |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchase of common stock from employees |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Reissuance of treasury stock |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Cash dividends declared and dividend equivalents ($ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Contributions from non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
- |
|
|
|
— |
|
|
|
- |
|
|
|
|
|
|
|
||
Balance at August 2, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at January 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Stock awards |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Repurchase of common stock as part of publicly announced programs, including excise tax |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchase of common stock from employees |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Reissuance of treasury stock |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Other comprehensive (loss) income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Cash dividends declared and dividend equivalents ($ |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Contributions from non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
- |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at August 1, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Refer to Notes to Consolidated Financial Statements
11
AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
26 Weeks Ended |
|
|||||
|
|
August 1, |
|
|
August 2, |
|
||
(In thousands) |
|
2026 |
|
|
2025 |
|
||
Operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Share-based compensation |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
|
|
Income earned from equity method investment |
|
|
( |
) |
|
|
— |
|
Distribution received from equity method investment |
|
|
|
|
|
— |
|
|
Loss on impairment of assets |
|
|
— |
|
|
|
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Merchandise inventory |
|
|
( |
) |
|
|
( |
) |
Operating lease assets |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued compensation and payroll taxes |
|
|
|
|
|
( |
) |
|
Accrued and other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used for) operating activities |
|
|
|
|
|
( |
) |
|
Investing activities: |
|
|
|
|
|
|
||
Capital expenditures for property and equipment |
|
|
( |
) |
|
|
( |
) |
Sale of available-for-sale investments |
|
|
|
|
|
|
||
Other investing activities |
|
|
( |
) |
|
|
|
|
Net cash (used for) investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities: |
|
|
|
|
|
|
||
Accelerated Share Repurchase |
|
|
— |
|
|
|
( |
) |
Repurchase of common stock as part of publicly announced programs |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock from employees |
|
|
( |
) |
|
|
( |
) |
Proceeds from revolving line of credit |
|
|
|
|
|
|
||
Principal payments from revolving line of credit |
|
|
( |
) |
|
|
( |
) |
Cash dividends paid |
|
|
( |
) |
|
|
( |
) |
Repayments of other financing |
|
|
( |
) |
|
|
— |
|
Other financing activities |
|
|
( |
) |
|
|
( |
) |
Net cash (used for) financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rates changes on cash |
|
|
|
|
|
|
||
Net change in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash and cash equivalents - beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents - end of period |
|
$ |
|
|
$ |
|
||
Refer to Notes to Consolidated Financial Statements
12
Index for Notes to the Consolidated Financial Statements
Note 1 |
Interim Financial Statements |
14 |
Note 2 |
Summary of Significant Accounting Policies |
14 |
Note 3 |
Cash and Cash Equivalents |
20 |
Note 4 |
Fair Value Measurements |
21 |
Note 5 |
Earnings per Share |
22 |
Note 6 |
Property and Equipment, Net |
22 |
Note 7 |
Goodwill and Intangible Assets, Net |
22 |
Note 8 |
Long-Term Debt, Net |
23 |
Note 9 |
Share-Based Payments |
23 |
Note 10 |
Income Taxes |
25 |
Note 11 |
Commitments and Contingencies |
25 |
Note 12 |
Segment Reporting |
26 |
Note 13 |
Impairment and Restructuring Charges |
28 |
13
AMERICAN EAGLE OUTFITTERS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Interim Financial Statements
The accompanying Consolidated Financial Statements of American Eagle Outfitters, Inc. (the "Company," “AEO,” "we," "us," and "our"), a Delaware corporation, at August 1, 2026 and August 2, 2025 and for the 13 and 26 week periods ended August 1, 2026 and August 2, 2025 have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. Certain notes and other information have been condensed or omitted from the interim Consolidated Financial Statements presented in this Quarterly Report. Therefore, these Consolidated Financial Statements should be read in conjunction with our Fiscal 2025 Form 10-K. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and those described in the notes that follow) considered necessary for a fair presentation have been included. The existence of subsequent events has been evaluated through the filing date of this Quarterly Report.
The Company operates under the American Eagle® ("AE") and Aerie® brands. We also operate Todd Snyder New York ("Todd Snyder"), a premium menswear brand, and Unsubscribed, which focuses on consciously made slow fashion.
The Company operates stores in the United States, Canada and Mexico, with merchandise available in more than
Through the end of Fiscal 2025, the Company operated Quiet Platforms, which primarily served as its regionalized fulfillment center network while also utilizing excess space to service appropriate third-party customers. In Fiscal 2025, as part of its continued supply chain network optimization project, the Company made the decision to close the Quiet Platforms business and discontinue services for all third-party customers. Closure of Quiet Platforms’ operations was substantially complete as of May 2, 2026 and had an immaterial impact on the Company’s results of operations for the 13 and 26 weeks ended August 1, 2026.
Historically, our operations have been seasonal, with a large portion of total net revenue and operating income occurring in the third and fourth fiscal quarters, reflecting increased demand during the back-to-school and year-end holiday selling seasons, respectively. Our quarterly results of operations also may fluctuate based upon a variety of factors, including the timing of certain additional holiday seasons, the number and timing of new store openings, the acceptability of seasonal merchandise offerings, the timing and level of markdowns, store closings and remodels, competitive factors, weather, changes in import tariffs and existence of other trade restrictions, and general economic and political conditions.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and consolidated entities where the Company's ownership percentage is less than
Non-controlling interests’ (“NCI”) share of net income (loss) is presented as net income (loss) attributable to NCI on the Consolidated Statements of Operations and Comprehensive Income and the NCI share of stockholders' equity is presented as a component of Total stockholders' equity on the Consolidated Balance Sheets.
Certain prior‑period amounts have been reclassified to conform to the current‑period presentation, including the separate presentation of non-controlling interests. These reclassifications had no impact on the Company’s operating income, net income attributable to NCI, net income per common share attributable to AEO or cash flows.
14
All intercompany transactions and balances have been eliminated in consolidation. At August 1, 2026, the Company operated in
Fiscal Year
Our fiscal year is a 52- or 53-week year that ends on the Saturday nearest to January 31. As used herein, “Fiscal 2028” refers to the 53-week period that will end on February 3, 2029. "Fiscal 2027" refers to the 52-week period that will end on January 29, 2028. "Fiscal 2026" refers to the 52-week period that will end on January 30, 2027. "Fiscal 2025" refers to the 52-week period ended January 31, 2026.
Estimates
The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, our management reviews its estimates based on currently available information. Changes in facts and circumstances may result in revised estimates.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires disclosure of additional information for specific expense categories in the notes to financial statements for interim and annual periods. Specifically, the amendment requires quantitative disclosure for purchases of inventory, employee compensation, depreciation, and intangible asset amortization within an expense caption. For any remaining amounts within an expense caption, a qualitative description must be included. In all reporting periods, a total selling expense amount must be disclosed, with an annual disclosure of the entity's definition of selling expenses. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company plans to adopt ASU 2024-03 effective for Fiscal 2027.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses ("ASU 2025-05"), which amends the guidance under Topic 326. This amendment provides the option to use a practical expedient to assume balance sheet conditions remain unchanged when developing forecasts for estimating expected credit losses. The guidance is effective for fiscal years beginning after December 15, 2025. The Company has adopted ASU 2025-05, which did not have a material impact to the Consolidated Financial Statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). The new guidance modernizes accounting for the costs of internal-use software by removing "project stages" from the capitalization process. The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those years. Early adoption is permitted. The Company plans to adopt ASU 2025-06 effective for Fiscal 2028.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) ("ASU 2025-07"). This amendment clarifies the scope of derivative accounting to exclude nonexchange-traded contracts. The guidance is effective for annual periods beginning after December 15, 2027 and interim periods within those years. Transition may be applied prospectively, or under a modified retrospective approach. The Company has adopted ASU 2025-07 using the modified retrospective approach, which did not have a material impact to the Consolidated Financial Statements.
Foreign Currency Translation
In accordance with FASB Accounting Standards Codification ("ASC") 830, Foreign Currency Matters, the Company translates assets and liabilities denominated in foreign currencies into U.S. dollars ("USD") (the reporting currency) at the exchange rates prevailing at the balance sheet date. The Company translates revenues and expenses denominated in foreign currencies into USD at the monthly average exchange rates for the period. Gains or losses resulting from foreign currency transactions are included in the consolidated results of operations, whereas related translation adjustments are reported as an element of other comprehensive income (loss) in accordance with ASC 220, Comprehensive Income.
15
We are exposed to the impact of foreign exchange rate risk primarily through our Canadian and Mexican operations where the functional currency is the Canadian dollar and Mexican peso, respectively. The impact of all other foreign currencies is currently immaterial to our consolidated financial results. During the 13 and 26 weeks ended August 1, 2026, an unrealized loss of $
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Refer to Note 3, Cash and Cash Equivalents, to the Consolidated Financial Statements for additional information regarding cash and cash equivalents.
Accounts Receivable
The Company's receivables are primarily generated from product sales and royalties from our licensees. Receivables also include amounts due from landlords, including construction allowances and lease incentive receivables, vendors, and governmental authorities, as well as amounts for sell-offs of past season merchandise. The primary indicators of the credit quality of our receivables are aging, payment history, economic sector information and outside credit monitoring, and are assessed on a quarterly basis. Our credit loss exposure is mainly concentrated in our accounts receivable portfolio.
Our allowance for credit losses is calculated using a loss-rate method based on historical experience, current market conditions and reasonable forecasts.
|
13 Weeks Ending |
|
|
26 Weeks Ending |
|
||||||||||
|
August 1, |
|
|
August 2, |
|
|
August 1, |
|
|
August 2, |
|
||||
(In thousands) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Beginning balance |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amount recorded to expense to increase reserve |
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Amount written-off against customer accounts to decrease reserve |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending balance |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Merchandise Inventory
Merchandise inventory is valued at the lower of average cost or net realizable value, utilizing the retail method. Average cost includes merchandise design and sourcing costs and related expenses. The Company records merchandise receipts when control of the merchandise has transferred to the Company.
The Company reviews its inventory levels to identify slow-moving merchandise and generally uses markdowns to clear merchandise. Additionally, the Company estimates a markdown reserve for future planned permanent markdowns related to current inventory. Markdowns may occur when inventory exceeds customer demand due to style, seasonal adaptation, changes in customer preference, lack of consumer acceptance of fashion items, competition, or if it is determined that the inventory in stock will not sell at its currently ticketed price. Such markdowns may have a material adverse impact on earnings, depending on the extent and amount of inventory affected.
The Company also estimates a shrinkage reserve for the period between the last physical count and the balance sheet date. The estimate for the shrinkage reserve, based on historical results, can be affected by changes in merchandise mix and changes in actual shrinkage trends.
Property and Equipment
Property and equipment is recorded on the basis of cost with depreciation computed utilizing the straight-line method over the asset’s estimated useful life.
Buildings |
|
|
Leasehold improvements |
|
Lesser of |
Fixtures and equipment Information technology |
|
Three to |
As of August 1, 2026, the weighted average remaining useful life of our assets was approximately
16
In accordance with ASC 360, Property, Plant, and Equipment, the Company’s management evaluates the value of leasehold improvements, store fixtures, and operating lease right-of-use ("ROU") assets associated with retail stores. The Company evaluates long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be identified. Impairment losses are recorded on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the projected undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts. When events such as these occur, the impaired assets are adjusted to their estimated fair value and an impairment loss is recorded separately as a component of operating income within the Consolidated Statements of Operations.
Our impairment loss calculations require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values. The significant assumptions used in our fair value analysis are forecasted revenue and market rent. We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-lived asset impairment losses. However, if actual results are not consistent with our estimates and assumptions, our consolidated operating results could be adversely affected.
When the Company closes, remodels, or relocates a store prior to the end of its lease term, the remaining net book value of the assets related to the store is recorded as a write-off of assets within depreciation and amortization expense.
Refer to Note 6, Property and Equipment, Net to the Consolidated Financial Statements for additional information regarding property and equipment, and refer to Note 13, Impairment and Restructuring Charges, to the Consolidated Financial Statements for additional information regarding impairment charges for the 26 weeks ended August 2, 2025. There were
Goodwill and Intangible Assets
The Company’s goodwill is primarily related to the acquisition of its regionalized fulfillment center network, as well as its importing operations and Canadian business, and represents the excess of cost over fair value of net assets of businesses acquired. In accordance with ASC 350, Intangibles – Goodwill and Other, the Company evaluates goodwill for possible impairment at least annually as of the last day of the fiscal year and upon occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of a reporting unit may be below its carrying value. If the carrying value of the reporting unit exceeds the fair value, an impairment charge is recorded in the period of the evaluation based on that difference. The Company last performed an annual goodwill impairment test as of January 31, 2026.
Definite-lived intangible assets are initially recorded at fair value, with amortization computed utilizing the straight-line method over the assets’ estimated useful lives. The Company’s definite-lived intangible assets, which consist primarily of trademark assets, are generally amortized over
The Company evaluates definite-lived intangible assets for impairment in accordance with ASC 360 when events or circumstances indicate that the carrying value of the asset may not be recoverable. Such an evaluation includes the estimation of undiscounted future cash flows to be generated by those assets. If the sum of the estimated future undiscounted cash flows is less than the carrying amounts of the assets, then the assets are impaired and are adjusted to their estimated fair value.
Refer to Note 7, Goodwill and Intangible Assets, Net, to the Consolidated Financial Statements for additional information regarding goodwill and intangible assets.
Equity Method Investments
The Company holds a limited partner position in ACON Apparel Investors, L.P. (the "Fund"), with ACON Apparel GenPar, LLC ("ACON") as the general partner. The Company paid $
The balance of the Company's investment as of August 1, 2026 was $
17
Construction Allowances
As part of certain lease agreements for retail stores, the Company receives construction allowances from lessors, which are generally comprised of cash amounts. The Company records a receivable and an adjustment to the operating lease ROU asset at the lease commencement date (date of initial possession of the store). The deferred lease credit is amortized as part of the single lease cost over the term of the original lease (including the pre-opening build-out period). The receivable is reduced as amounts are received from the lessor.
Self-Insurance Liability
The Company uses a combination of insurance and self-insurance mechanisms for certain losses related to employee medical benefits and workers' compensation. Costs for self-insurance claims filed and claims incurred but not reported are accrued based on known claims and historical experience. Management believes that it has adequately reserved for its self-insurance liability, which is capped by stop-loss contracts with insurance companies. However, any significant variation of future claims from historical trends could cause actual results to differ from the accrued liability.
Leases
In accordance with the provisions of ASC 842, Leases ("ASC 842"), the Company accounts for its leases, both operating and finance, by recognizing initial ROU assets and lease liabilities measured at the present value of lease payments to be made over the lease term.
Co-Branded and Private Label Credit Cards
The Company offers a co-branded credit card and a private-label credit card under the AE and Aerie brands. These credit cards are issued by a third-party bank (the "Bank") in accordance with a credit card agreement (the "Agreement"). The Company has no liability to the Bank for bad debt expense, provided that purchases are made in accordance with the Bank’s procedures. We receive funding from the Bank based on the Agreement and card activity, which includes payments for new account activations and usage of the credit cards. We recognize revenue for this funding as we fulfill our performance obligations under the Agreement. This revenue is recorded in other revenue, which is a component of total net revenue in our Consolidated Statements of Operations.
Customer Loyalty Program
The Company offers a highly digitized loyalty program called Real Rewards by American Eagle and Aerie™ (the "Program").
Points earned under the Program on purchases at AE and Aerie are accounted for in accordance with ASC 606, Revenue from Contracts with Customers. The portion of the sales revenue attributed to the reward points is deferred and recognized when the reward is redeemed or when the points expire, using the relative stand-alone selling price method. Additionally, reward points earned using the co-branded credit card on non-AE or Aerie purchases are accounted for in accordance with ASC 606. As the points are earned, a current liability is recorded for the estimated cost of the reward, and the impact of adjustments is recorded in revenue.
The Company defers a portion of the sales revenue attributed to the loyalty points and recognizes revenue when the points are redeemed or expire, consistent with the requirements of ASC 606.
Income Taxes
The Company calculates income taxes in accordance with ASC 740, Income Taxes, which requires the use of the liability method. Under this method, deferred tax assets and liabilities are recognized based on the difference between the Consolidated Financial Statements carrying amounts of existing assets and liabilities and their respective tax bases as computed pursuant to ASC 740. Deferred tax assets and liabilities are measured using the tax rates, based on certain judgments regarding enacted tax laws and published guidance, in effect in the years when those temporary differences are expected to reverse. A valuation allowance is established against the deferred tax assets when it is more likely than not that some portion or all of the deferred taxes may not be realized. Changes in the Company’s level and composition of earnings, tax laws or the deferred tax valuation allowance, as well as the results of tax audits, may materially impact the Company’s effective income tax rate.
18
The Company evaluates its income tax positions in accordance with ASC 740, which prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. Under ASC 740, a tax benefit from an uncertain position may be recognized only if it is "more likely than not" that the position is sustainable based on its technical merits.
The calculation of deferred tax assets and liabilities, as well as the decision to recognize a tax benefit from an uncertain position and to establish a valuation allowance, requires management to make estimates and assumptions. The Company believes that its estimates and assumptions are reasonable, although actual results may have a positive or negative material impact on the balances of deferred tax assets and liabilities, valuation allowances or net income (loss).
Refer to Note 10, Income Taxes, to the Consolidated Financial Statements for additional information regarding income taxes.
Revenue Recognition
The Company recognizes revenue pursuant to ASC 606. Revenue is recorded for store sales upon the purchase of merchandise by customers. The Company’s e-commerce operation records revenue upon the customer receipt date of the merchandise. Shipping and handling revenues are included in total net revenue. Sales tax collected from customers is excluded from revenue and is included as part of accrued income and other taxes on the Company’s Consolidated Balance Sheets.
The Company recognizes royalty revenue generated from its license or franchise agreements based on a percentage of merchandise sales by the licensee/franchisee. This revenue is recorded as a component of total net revenue when earned and collection is probable.
The Company defers a portion of the sales revenue attributed to loyalty points and recognizes revenue when the points are redeemed or expire, consistent with the requirements of ASC 606. Refer to Customer Loyalty Program above for additional information.
Revenue associated with Quiet Platforms was recognized as the services were performed until the completion of its operational wind-down during the 13 weeks ended May 2, 2026.
Cost of Sales, Including Certain Buying, Occupancy and Warehousing Expenses
Cost of sales consists of merchandise costs, including design, sourcing, importing and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs (collectively, "merchandise costs"), buying, occupancy and warehousing costs and services, and until the completion of its operational wind-down, Quiet Platforms' costs to service its customers.
Design costs are related to the Company's Design Center operations and include compensation, travel and entertainment, supplies and samples for our design teams, as well as rent and depreciation for our Design Center. These costs are included in cost of sales as the respective inventory is sold.
Total net revenue, net of merchandise costs, represents merchandise margin.
Buying, occupancy and warehousing costs and services consist of compensation, employee benefit expenses and travel and entertainment for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operation. Gross profit is the difference between total net revenue and cost of sales.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of compensation and employee benefit expenses, including salaries, incentives and related benefits associated with our stores and corporate headquarters. Selling, general and administrative expenses also include advertising costs, supplies for our stores and home office, communication costs, travel and entertainment, leasing costs and services purchased.
Selling, general and administrative expenses do not include compensation, employee benefit expenses and travel for our design, sourcing and importing teams, our buyers and our distribution centers as these amounts are recorded in cost of sales. Additionally, selling, general and administrative expenses do not include rent and utilities, operating costs of our distribution centers, and shipping and handling costs related to our e-commerce operations, all of which are included in cost of sales.
19
Interest Expense, Net
Interest expense, net, primarily consists of interest expense related to the Participation Agreement (as defined below) for tariff refund claims. Refer to "U.S. Tariff Update" section below for additional information.
Other (income) loss, net
Other (income) loss, net, primarily consists of unrealized gains on equity method investments.
Segment Information
The Company has identified two operating segments (American Eagle and Aerie brand) that also represent our reportable segments and reflect our chief operating decision maker's ("CODM") (defined as our Chief Executive Officer ("CEO")) internal view of analyzing results and allocating resources. Additionally, our Todd Snyder and Unsubscribed brands, as well as Quiet Platforms prior to the completion of its operational wind-down, have been identified as separate operating segments; however, they do not meet the quantitative thresholds for separate disclosures and as a result have been included in the "Other" category. For additional information regarding the Company’s segment and geographic information, refer to Note 12, Segment Reporting to the Consolidated Financial Statements.
U.S. Tariff Update
On February 20, 2026, the United States Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act ("IEEPA"). The Court of International Trade (“CIT”) subsequently issued an interim order requiring U.S. Customs and Border Protection ("CBP") to process unliquidated entries without the unlawful tariffs and to develop a plan that could result in refunds of duties previously collected. Pursuant to this order from CIT, CBP developed and implemented a process to facilitate refunds through its Consolidated Administration and Processing of Entries (“CAPE”) system, which went live on April 20, 2026. At the time the IEEPA tariffs were ruled unconstitutional, the Company had paid approximately $
The Company submitted all refund claims eligible for refund in the first phase of CAPE in the amount of $
During Fiscal 2025, prior to the U.S. Supreme Court decision invalidating the IEEPA tariffs, the Company entered into a participation agreement with a third-party buyer (the "buyer") pursuant to which the Company sold a portion of its claims for refunds of previously paid tariffs imposed under the IEEPA (the "Participation Agreement"). Under the terms of the Participation Agreement, the buyer purchased $
3. Cash and Cash Equivalents
The following table summarizes the fair market values for the Company’s cash and cash equivalents which are recorded in the Consolidated Balance Sheets:
(In thousands) |
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August 1, 2026 |
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January 31, 2026 |
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August 2, 2025 |
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Cash and cash equivalents: |
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Cash |
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$ |
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$ |
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$ |
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Interest bearing deposits |
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Total cash and cash equivalents |
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$ |
|
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$ |
|
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$ |
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20
4. Fair Value Measurements
ASC 820, Fair Value Measurement Disclosures, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. Fair value is defined under ASC 820 as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date.
Financial Instruments
Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. In addition, ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:
The Company’s cash equivalents are Level 1 financial assets and are measured at fair value on a recurring basis, for all periods presented. Refer to Note 3, Cash and Cash Equivalents to the Consolidated Financial Statements for additional information regarding cash equivalents.
Long-Term Debt
As of August 1, 2026, the fair value of the Company's $
Refer to Note 8, Long-Term Debt, Net, to the Consolidated Financial Statements for additional information regarding long-term debt and other credit arrangements.
Non-Financial Assets
The Company’s non-financial assets, which include intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur and the Company is required to evaluate the non-financial asset for impairment, a resulting impairment would require that the non-financial asset be recorded at the estimated fair value. The fair value is determined by estimating the amount and timing of net future cash flows and discounting them using a risk-adjusted rate of interest. The Company estimates future cash flows based on its experience and knowledge of the market in which the store is located.
During the 26 weeks ended August 2, 2025, the Company recorded asset impairment charges of $
Refer to Note 13, Impairment and Restructuring Charges to the Consolidated Financial Statements for additional information regarding impairment and restructuring charges.
The fair value of the Company's ROU assets was based upon market rent assumptions.
21
The Company evaluates goodwill for possible impairment at least annually as of the last day of the fiscal year and upon occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of a reporting unit may be below its carrying value. The Company last performed an annual goodwill impairment test using Level 3 inputs as defined in ASC 820 as of January 31, 2026.
5. Earnings per Share
The following is a reconciliation between basic and diluted weighted average shares outstanding:
|
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13 Weeks Ended |
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26 Weeks Ended |
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(In thousands) |
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August 1, 2026 |
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August 2, 2025 |
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August 1, 2026 |
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August 2, 2025 |
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Weighted average common shares outstanding: |
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Basic number of common shares outstanding: |
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Dilutive effect of stock options and non-vested restricted stock |
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Diluted number of common shares outstanding |
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Anti-Dilutive Shares (1) |
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(1)
Refer to Note 9, Share-Based Payments, to the Consolidated Financial Statements for additional information regarding share-based compensation.
On March 14, 2025, the Company entered into an accelerated share repurchase agreement (the "ASR Agreement") with Bank of America, N.A. ("Bank of America"), pursuant to which the Company made an aggregate payment of $
6. Property and Equipment, Net
Property and equipment, net consists of the following:
|
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August 1, |
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January 31, |
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August 2, |
|
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(In thousands) |
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2026 |
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2026 |
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2025 |
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Property and equipment, at cost |
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$ |
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$ |
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$ |
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Less: Accumulated depreciation and impairment |
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( |
) |
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( |
) |
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( |
) |
Property and equipment, net |
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$ |
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$ |
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$ |
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7. Goodwill and Intangible Assets, Net
Goodwill and definite-lived intangible assets, net consist of the following:
|
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August 1, |
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January 31, |
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August 2, |
|
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(In thousands) |
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2026 |
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2026 |
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2025 |
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Goodwill, gross (1) |
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$ |
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$ |
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$ |
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Accumulated impairment (2) |
|
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( |
) |
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( |
) |
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( |
) |
Goodwill, net |
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$ |
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$ |
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$ |
|
|||
22
|
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August 1, |
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January 31, |
|
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August 2, |
|
|||
(In thousands) |
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2026 |
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2026 |
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2025 |
|
|||
Intangible assets, gross |
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$ |
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$ |
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$ |
|
|||
Accumulated amortization |
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( |
) |
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( |
) |
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( |
) |
Accumulated impairment |
|
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( |
) |
|
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( |
) |
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( |
) |
Intangible assets, net |
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$ |
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$ |
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$ |
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8. Long-Term Debt, Net
Revolving Credit Facility
In June 2022, the Company entered into an amended and restated Credit Agreement. The Credit Agreement provides senior secured asset-based revolving credit for loans and letters of credit up to $
On June 4, 2026, the Credit Agreement was amended to extend the maturity date of the Credit Facility to
All obligations under the Company's current $
As of August 1, 2026, the Company was in compliance with the terms of the Credit Agreement and had $
Pursuant to the June 2026 Amendment, borrowings under the Credit Facility accrue interest at the election of the Company at an adjusted secured overnight financing rate ("SOFR") plus an applicable margin (ranging from
9. Share-Based Payments
The Company accounts for share-based compensation under the provisions of ASC 718, Compensation - Stock Compensation, which requires the Company to measure and recognize compensation expense for all share-based payments at fair value.
Total share-based compensation expense included in the Consolidated Statements of Operations for the 13 and 26 weeks ended August 1, 2026 was $
23
Stock Option Grants
The Company grants time-based stock option awards, which vest over the requisite service period of the award or at an employee's eligible retirement date, if earlier.
|
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Options |
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Weighted-Average Exercise Price |
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Weighted-Average Remaining Contractual Term |
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Aggregate Intrinsic Value |
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(In thousands) |
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(In years) |
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(In thousands) |
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Outstanding - January 31, 2026 |
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$ |
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Granted |
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$ |
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Exercised |
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( |
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$ |
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Cancelled |
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( |
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$ |
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Outstanding - August 1, 2026 |
|
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$ |
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$ |
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Vested and expected to vest - August 1, 2026 |
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$ |
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$ |
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Exercisable - August 1, 2026 (1) |
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$ |
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$ |
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As of August 1, 2026, there was $
The fair value of stock options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
|
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26 Weeks Ended |
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August 1, |
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August 2, |
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Black-Scholes Option Valuation Assumptions |
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2026 |
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2025 |
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Risk-free interest rate (1) |
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% |
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% |
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Dividend yield |
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% |
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% |
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Volatility factor (2) |
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% |
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% |
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Weighted-average expected term (3) |
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24
Restricted Stock Grants
Time-based equity awards are comprised of time-based restricted stock units ("RSU"). These awards vest over
Performance-based equity awards include performance-based restricted stock units ("PSU"). Annual PSU grants cliff vest, if at all, at the end of a
The grant date fair value of time-based RSUs is based on the closing market price of the Company’s common stock on the date of grant. A Monte-Carlo simulation was utilized for performance-based restricted stock awards.
A summary of the Company’s RSU and PSU activity is presented in the following table:
|
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Time-Based Restricted |
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Performance-Based Restricted |
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August 1, 2026 |
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August 1, 2026 |
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(Shares in thousands) |
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Shares |
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Weighted-Average Grant Date Fair Value |
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Shares |
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Weighted-Average Grant Date Fair Value |
|
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Non-vested - February 1, 2025 |
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$ |
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$ |
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Granted |
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$ |
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$ |
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Vested |
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( |
) |
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$ |
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( |
) |
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$ |
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Cancelled |
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( |
) |
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$ |
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( |
) |
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$ |
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Non-vested - August 1, 2026 |
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$ |
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$ |
|
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As of August 1, 2026, there was $
As of August 1, 2026, the Company had
10. Income Taxes
The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for discrete quarterly events. The effective income tax rate for the 13 weeks ended August 1, 2026 was
The Company records accrued interest and penalties related to unrecognized tax benefits in income tax expense, which were insignificant for both the 13 and 26 weeks ended August 1, 2026, and August 2, 2025. The Company recognizes income tax liabilities related to unrecognized tax benefits in accordance with ASC 740 and adjusts these liabilities when its judgment changes as a result of the evaluation of new information not previously available. Unrecognized tax benefits did
11. Commitments and Contingencies
Legal proceedings
25
The Company is subject to certain legal proceedings and claims arising out of the conduct of its business. In accordance with ASC 450, Contingencies, the Company records a reserve for estimated losses when the loss is probable and the amount can be reasonably estimated. If a range of possible loss exists and no anticipated loss within the range is more likely than any other anticipated loss, the Company records the accrual at the low end of the range, in accordance with ASC 450. As the Company believes, as of the date of this Quarterly Report, that it has provided adequate reserves, it anticipates that the ultimate outcome of any matter currently pending against the Company will not materially affect the consolidated financial position, results of operations or consolidated cash flows of the Company. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact which are not in accord with management’s evaluation of the possible liability or outcome of such litigation or claims.
12. Segment Reporting
In accordance with ASC 280, Segment Reporting, the Company has identified
Unallocated corporate expenses are comprised of general and administrative costs that management does not attribute to any of our operating segments. These costs primarily relate to corporate administration, information and technology resources, finance and human resources functional and organizational costs, depreciation and amortization of corporate assets, and other general and administrative expenses resulting from corporate-level activities and projects.
Our CEO analyzes segment results and allocates resources between segments based on the adjusted operating income (loss), or the operating income (loss) in periods where there are no adjustments, of each segment. Adjusted operating income (loss) is a non-GAAP financial measure ("non-GAAP" or "adjusted") that is defined by the Company as operating income excluding impairment and restructuring charges. Adjusted operating income (loss) is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similar measures presented by other companies. Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance, when reviewed in conjunction with our GAAP consolidated financial statements and provides a higher degree of transparency.
Reportable segment information is presented in the following tables:
For the 13 weeks ended August 1, 2026 (In thousands) |
|
American Eagle |
|
|
Aerie |
|
|
Other |
|
|
Total |
|
||||
Net Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales, including certain buying, occupancy and warehousing costs |
|
|
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|
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|
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Selling, general and administrative expenses |
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|
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Depreciation and amortization |
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|
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Total segment operating income |
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$ |
|
|
$ |
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|
$ |
( |
) |
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$ |
|
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Unallocated corporate expenses |
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( |
) |
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Total operating income |
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Interest expense, net |
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|
||||
Other (income), net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
26
For the 13 weeks ended August 2, 2025 (In thousands) |
|
American Eagle |
|
|
Aerie |
|
|
Other |
|
|
Intersegment Elimination |
|
|
Total |
|
|||||
Net Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Cost of sales, including certain buying, occupancy and warehousing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total segment operating income |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
|
|||
Unallocated corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Total operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other loss, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
For the 26 weeks ended August 1, 2026 (In thousands) |
|
American Eagle |
|
|
Aerie |
|
|
Other |
|
|
Total |
|
||||
Net Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of sales, including certain buying, occupancy and warehousing costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment operating income |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Unallocated corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total operating income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other (income), net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
For the 26 weeks ended August 2, 2025 (In thousands) |
|
American Eagle |
|
|
Aerie |
|
|
Other |
|
|
Intersegment Elimination |
|
|
Total |
|
|||||
Net Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Cost of sales, including certain buying, occupancy and warehousing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total segment operating income |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
- |
|
|
$ |
|
|||
Unallocated corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Impairment and restructuring charges (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Total operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other loss, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
(1) Refer to Note 13, Impairment and Restructuring Charges, to the Consolidated Financial Statements for additional information.
|
13 Weeks Ended |
|
|||||
|
August 1, |
|
|
August 2, |
|
||
|
2026 |
|
|
2025 |
|
||
Capital Expenditures |
|
|
|
|
|
||
American Eagle |
$ |
|
|
$ |
|
||
Aerie |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
General corporate expenditures |
|
|
|
|
|
||
Total Capital Expenditures |
$ |
|
|
$ |
|
||
27
|
26 Weeks Ended |
|
|||||
|
August 1, |
|
|
August 2, |
|
||
|
2026 |
|
|
2025 |
|
||
Capital Expenditures |
|
|
|
|
|
||
American Eagle |
$ |
|
|
$ |
|
||
Aerie |
|
|
|
|
|
||
Other |
|
|
|
|
|
||
General corporate expenditures |
|
|
|
|
|
||
Total Capital Expenditures |
$ |
|
|
$ |
|
||
We do not allocate assets to the reportable segment level and therefore our CEO does not use segment asset information to make decisions.
Total net revenue for the American Eagle and Aerie reportable segments in the table above represents revenue attributable to each brand's merchandise, which comprises approximately 96% and 95%, respectively, of total net revenue for the 13 and 26 weeks ended August 1, 2026.
The following table presents summarized geographical information:
|
13 Weeks Ended |
|
|
26 Weeks Ended |
|
||||||||||
(In thousands) |
August 1, 2026 |
|
|
August 2, 2025 |
|
|
August 1, 2026 |
|
|
August 2, 2025 |
|
||||
Total net revenue: |
|
|
|
|
|
|
|
|
|
|
|
||||
United States |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Total net revenue |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
|
August 1, |
|
|
August 2, |
|
||
(In thousands) |
2026 |
|
|
2025 |
|
||
Long-lived assets, net: |
|
|
|
|
|
||
United States |
$ |
|
|
$ |
|
||
Foreign |
|
|
|
|
|
||
Total long-lived assets, net |
$ |
|
|
$ |
|
||
13. Impairment and Restructuring Charges
There were
|
|
26 Weeks Ended |
|
|
|
|
|
August 2, |
|
|
|
(In thousands) |
|
2025 |
|
|
|
Long-lived asset impairment charges (1) |
|
$ |
|
|
|
Employee severance (2) |
|
|
|
|
|
Total impairment and restructuring charges |
|
$ |
|
|
|
The following footnotes relate to impairment and restructuring charges recorded in the 26 weeks ended August 2, 2025:
A roll-forward of the restructuring liabilities recognized in the Consolidated Balance Sheet is as follows:
28
|
|
26 Weeks Ended |
|
|
|
|
|
August 1, |
|
|
|
(In thousands) |
|
2026 |
|
|
|
Accrued liability as of January 31, 2026 |
|
$ |
|
|
|
Less: Cash payments and adjustments |
|
|
( |
) |
|
Accrued liability as of August 1, 2026 |
|
$ |
|
|
|
29
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following Management's Discussion and Analysis of Financial Condition and Results of Operations (this "MD&A") is intended to help the reader understand the Company, our operations and our present business environment. This MD&A is provided as a supplement to — and should be read in conjunction with — our MD&A for Fiscal 2025, which can be found in Part II, Item 7 of our Fiscal 2025 Form 10-K.
In addition, the following discussion and analysis of financial condition and results of operations are based upon our Consolidated Financial Statements and should be read in conjunction with these statements and notes thereto.
Introduction
This MD&A is organized as follows:
• Executive Overview |
• Key Performance Indicators |
• Current Trends and Outlook |
• Results of Operations |
• Non-GAAP Information |
• Liquidity and Capital Resources |
• Critical Accounting Estimates |
|
Recent accounting pronouncements the Company has adopted or is currently evaluating prior to adoption, including the dates of adoption or expected dates of adoption, as applicable, and anticipated effects on the Company’s audited Consolidated Financial Statements, are included in Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included herein.
Executive Overview
We are a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under our American Eagle® and Aerie® brands.
We have two reportable segments, American Eagle and Aerie. Our Chief Operating Decision Maker (defined as our CEO) analyzes segment results and allocates resources based on adjusted operating income (loss), which is a non-GAAP financial measure. See Note 12, Segment Reporting, to the Consolidated Financial Statements included herein for additional information.
The Company operates stores in the United States, Canada and Mexico, with merchandise available in more than 30 countries through a global network of license partners. Additionally, the Company operates a robust e-commerce business across its brands.
Over the past several years, we have invested in building our technologies and digital capabilities. We focused our investments in three key areas: making significant advances in mobile technology, investing in digital marketing and improving the digital customer experience.
Key Performance Indicators
Our management evaluates the following items, which are considered key performance indicators, in assessing our performance:
30
Comparable Sales — Comparable sales and comparable sales changes provide a measure of sales growth for stores and channels open at least one year over the comparable prior year period. In fiscal years following those with 53 weeks, the prior year period is shifted by one week to compare similar calendar weeks. A store is included in comparable sales in the 13th month of operation. However, stores that have a gross square footage change of 25% or greater due to a remodel are removed from the comparable sales base but are included in total sales. These stores are returned to the comparable sales base in the 13th month following the remodel. Sales from American Eagle, Aerie, Todd Snyder, and Unsubscribed stores, as well as sales from our e-commerce platform, AEO Direct, and other digital channels, are included in total comparable sales. Sales from licensed stores are not included in comparable sales. Individual American Eagle and Aerie brand comparable sales disclosures include sales from stores and AEO Direct.
Omni-Channel Sales Performance – Our management utilizes the following quality of sales metrics in evaluating our omni-channel sales performance: comparable sales, average unit retail price, total transactions, units per transaction, and consolidated comparable traffic. We include these metrics in our discussion within this MD&A when we believe that they enhance the understanding of the matter being discussed. Investors may find them useful as such. Each of these metrics is defined as follows (except comparable sales, which is defined separately above):
Gross Profit — Gross profit measures whether we are optimizing the profitability of our sales. Gross profit is the difference between total net revenue and cost of sales. Cost of sales consists of merchandise costs, including design, sourcing, importing, and inbound freight costs, as well as markdowns, shrinkage and certain promotional costs, buying, occupancy and warehousing costs and services and, prior to the completion of its operational wind-down, Quiet Platforms costs to service its customers. Design costs consist of compensation, rent, depreciation, travel, supplies, and samples.
Buying, occupancy and warehousing costs and services consist of compensation, employee benefit expenses and travel for our buyers and certain senior merchandising executives; rent and utilities related to our stores, corporate headquarters, distribution centers and other office space; freight from our distribution centers to the stores; compensation and supplies for our distribution centers, including purchasing, receiving and inspection costs; and shipping and handling costs related to our e-commerce operations.
The inability to obtain acceptable levels of sales, initial markups or any significant increase in our use of markdowns could have an adverse effect on our gross consolidated profit and results of operations.
Operating Income — Our management views operating income as a key indicator of our performance. The key drivers of operating income are net revenue, gross profit, our ability to control selling, general, and administrative ("SG&A") expenses, and our level of capital expenditures.
Cash Flow and Liquidity — Our management evaluates cash flow from operations and investing and financing activities in determining the sufficiency of our cash position and capital allocation strategies. Cash flow has historically been sufficient to cover our uses of cash. Our management believes that cash flow and liquidity will be sufficient to fund anticipated capital expenditures and working capital requirements for the next twelve months and beyond.
Current Trends and Outlook
Macroeconomic Conditions, Inflation and Tariffs
During Fiscal 2025 and the 13 and 26 weeks ended August 1, 2026, our results were negatively impacted by macro-economic challenges and global inflationary pressures impacting consumer spending behavior.
In addition, trade policies and continued uncertainty in connection therewith, including with respect to tariffs and other restrictions, relating to countries from which we source our merchandise and raw materials, have created a dynamic and unpredictable trade landscape. This has and may continue to adversely impact our business and operations. On February 20, 2026, the U.S. Supreme Court held that the U.S. administration’s imposition of tariffs pursuant to the International Emergency Economic Powers Act (“IEEPA”) was unlawful, striking down the 10% global baseline tariff, as well as the higher tariffs imposed on certain U.S. trading partners. Shortly after the U.S. Supreme Court's ruling, effective February 24, 2026, the U.S. administration imposed a new 10% global tariff for a period of 150 days pursuant
31
to a balance-of-payments provision in Section 122 of the Trade Act of 1974, which was invalidated by the Court of International Trade ("CIT") on May 7, 2026, though relief was limited to the named plaintiffs, and litigation is ongoing following the government's appeal. The U.S. administration further announced that it would begin additional trade remedy investigations into certain trading partners pursuant to Section 301 of the Trade Act of 1974 and with respect to certain product sectors pursuant to Section 232 of the Trade Expansion Act of 1962. The U.S. Supreme Court decision invalidating the IEEPA tariffs did not address a remedy or refunds, which instead have been addressed in cases in front of the CIT. The CIT ordered U.S. Customs and Border Protection ("CBP") to issue refunds for all IEEPA tariffs, plus interest. Pursuant to this order from CIT, CBP developed and implemented a process to facilitate refunds through its Consolidated Administration and Processing of Entries (“CAPE”) system, the first phase of which went live on April 20, 2026. The Company submitted all refund claims eligible for refund in the first phase of CAPE during the 26 weeks ended August 1, 2026. As of August 1, 2026, the Company received $195.7 million of IEEPA tariff refunds, including interest, which were recognized primarily as a reduction of cost of sales in the Consolidated Statements of Operations.
Additionally, the Company paid $70.8 million related to the Participation Agreement during the 13 weeks ended August 1, 2026, representing substantially all of refund claims purchased by the buyer, plus interest,
The U.S. Supreme Court’s ruling did not affect all of the recently imposed tariffs, including those imposed following trade remedy investigations by the Department of Commerce or the U.S. Trade Representative. Nor does the ruling prohibit the imposition of future tariffs through alternative trade authorities available to the U.S. administration. On July 23, 2026, the U.S. administration announced plans to implement additional tariffs under Section 301 of the Trade Act of 1974, effective July 24, 2026. Accordingly, uncertainty with respect to tariffs remains ongoing.
The imposition of tariffs by the U.S. government, associated geopolitical tensions, including reciprocal tariffs by trading partners, and uncertainties regarding U.S. import tariffs have and may further affect our margins and operations or could lead to further weakened business conditions for our industry. We continue to evaluate the impact of tariffs and other trade policies on our business. Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for further information on U.S. tariffs.
For further information about the risks associated with global economic conditions and the effect of economic pressures on our business, see "Risk Factors" in Part I, Item 1A of our Fiscal 2025 Form 10-K.
Results of Operations
Overview
The second quarter of Fiscal 2026 reflected the overall strength of our portfolio, highlighted by the strength of the Aerie brand, which delivered exceptional growth and profitability across channels despite headwinds from ongoing macro-economic challenges and global inflationary pressures impacting consumer spending behavior. We continue to prioritize operational excellence and financial discipline to create long-term value for AEO and its shareholders.
Compared to the 13 weeks ended August 2, 2025:
The following table shows the percentage relationship to total net revenue of the listed line items included in our Consolidated Statements of Operations:
32
|
|
13 Weeks Ended |
|
|
|
||||||||||||
|
|
August 1, 2026 |
|
|
|
August 2, 2025 |
|
|
|
||||||||
|
|
(In thousands) |
|
(Percentage of revenue) |
|
|
|
(In thousands) |
|
(Percentage of revenue) |
|
|
|
||||
Total net revenue |
|
$ |
1,380,375 |
|
100.0 |
|
% |
|
$ |
1,283,675 |
|
100.0 |
|
% |
|
||
Cost of sales, including certain buying, occupancy and warehouse expenses |
|
|
708,311 |
|
|
51.3 |
|
|
|
|
783,713 |
|
|
61.1 |
|
|
|
Gross profit |
|
|
672,064 |
|
|
48.7 |
|
|
|
|
499,962 |
|
|
38.9 |
|
|
|
Selling, general and administrative expenses |
|
|
408,354 |
|
|
29.6 |
|
|
|
|
342,211 |
|
|
26.7 |
|
|
|
Depreciation and amortization expense |
|
|
52,305 |
|
|
3.8 |
|
|
|
|
54,666 |
|
|
4.2 |
|
|
|
Operating income |
|
|
211,405 |
|
|
15.3 |
|
|
|
|
103,085 |
|
|
8.0 |
|
|
|
Interest expense, net |
|
|
47,125 |
|
|
3.4 |
|
|
|
|
1,919 |
|
|
0.1 |
|
|
|
Other (income) loss, net |
|
|
(13,771 |
) |
|
(1.0 |
) |
|
|
|
648 |
|
|
0.1 |
|
|
|
Income before income taxes |
|
$ |
178,051 |
|
|
12.9 |
|
|
|
$ |
100,518 |
|
|
7.8 |
|
|
|
Provision for income taxes |
|
|
44,366 |
|
|
3.2 |
|
|
|
|
23,705 |
|
|
1.8 |
|
|
|
Net income |
|
$ |
133,685 |
|
|
9.7 |
|
% |
|
$ |
76,813 |
|
|
6.0 |
|
% |
|
Net loss attributable to non-controlling interests |
|
|
399 |
|
|
0.0 |
|
|
|
|
820 |
|
|
0.0 |
|
|
|
Net income attributable to AEO |
|
$ |
134,084 |
|
|
9.7 |
|
% |
|
$ |
77,633 |
|
|
6.0 |
|
% |
|
|
|
26 Weeks Ended |
|
|
|
||||||||||||
|
|
August 1, 2026 |
|
|
|
August 2, 2025 |
|
|
|
||||||||
|
|
(In thousands) |
|
(Percentage of revenue) |
|
|
|
(In thousands) |
|
(Percentage of revenue) |
|
|
|
||||
Total net revenue |
|
$ |
2,575,660 |
|
100.0 |
|
% |
|
$ |
2,373,275 |
|
100.0 |
|
% |
|
||
Cost of sales, including certain buying, occupancy and warehouse expenses |
|
|
1,447,425 |
|
|
56.2 |
|
|
|
|
1,550,892 |
|
|
65.3 |
|
|
|
Gross profit |
|
|
1,128,235 |
|
|
43.8 |
|
|
|
|
822,383 |
|
|
34.7 |
|
|
|
Selling, general and administrative expenses |
|
|
784,846 |
|
|
30.5 |
|
|
|
|
680,998 |
|
|
28.7 |
|
|
|
Impairment & restructuring charges |
|
|
- |
|
|
0.0 |
|
|
|
|
17,119 |
|
|
0.7 |
|
|
|
Depreciation and amortization expense |
|
|
103,760 |
|
|
4.0 |
|
|
|
|
106,363 |
|
|
4.5 |
|
|
|
Operating income |
|
|
239,629 |
|
|
9.3 |
|
|
|
|
17,903 |
|
|
0.8 |
|
|
|
Interest expense, net |
|
|
54,978 |
|
|
2.1 |
|
|
|
|
1,700 |
|
|
0.1 |
|
|
|
Other (income) loss, net |
|
|
(20,993 |
) |
|
(0.8 |
) |
|
|
|
816 |
|
|
0.0 |
|
|
|
Income before income taxes |
|
$ |
205,644 |
|
|
8.0 |
|
|
|
$ |
15,387 |
|
|
0.7 |
|
|
|
Provision for income taxes |
|
|
49,024 |
|
|
1.9 |
|
|
|
|
3,992 |
|
|
0.2 |
|
|
|
Net income |
|
$ |
156,620 |
|
|
6.1 |
|
% |
|
$ |
11,395 |
|
|
0.5 |
|
% |
|
Net loss attributable to non-controlling interests |
|
|
987 |
|
|
0.0 |
|
|
|
|
1,339 |
|
|
0.0 |
|
|
|
Net income attributable to AEO |
|
$ |
157,607 |
|
|
6.1 |
|
% |
|
$ |
12,734 |
|
|
0.5 |
|
% |
|
The following table shows our consolidated store data for owned stores for the 13 and 26 weeks ended August 1, 2026 and August 2, 2025:
|
|
13 Weeks Ended |
|
|
26 Weeks Ended |
|
||||||||||
|
|
August 1, |
|
|
August 2, |
|
|
August 1, |
|
|
August 2, |
|
||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Number of stores: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning of period |
|
|
1,170 |
|
|
|
1,176 |
|
|
|
1,168 |
|
|
|
1,172 |
|
Opened |
|
|
2 |
|
|
|
12 |
|
|
|
8 |
|
|
|
18 |
|
Closed |
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(9 |
) |
|
|
(5 |
) |
End of period |
|
|
1,167 |
|
|
|
1,185 |
|
|
|
1,167 |
|
|
|
1,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total gross square feet at end of period (in '000) |
|
|
7,260 |
|
|
|
7,266 |
|
|
|
7,260 |
|
|
|
7,266 |
|
International licensed retail stores at end of |
|
|
376 |
|
|
|
365 |
|
|
|
376 |
|
|
|
365 |
|
33
See below for a breakdown of owned stores as of August 1, 2026:
|
August 1, 2026 |
American Eagle: |
|
American Eagle stand-alone |
599 |
Aerie side-by-side |
183 |
AE brand, Aerie brand and OFFLINE™ |
14 |
OFFLINE™ side-by-side |
6 |
Total American Eagle |
802 |
|
|
Aerie: |
|
Aerie stand-alone |
225 |
OFFLINE™ stand-alone |
49 |
OFFLINE™ side-by-side |
61 |
Total Aerie |
335 |
|
|
Todd Snyder |
23 |
Unsubscribed |
7 |
Comparison of the 13 weeks ended August 1, 2026 to the 13 weeks ended August 2, 2025
Total Net Revenue
Total net revenue increased 8% for the 13 weeks ended August 1, 2026 to $1.380 billion, compared to $1.284 billion last year, consisting of a 20% increase in digital revenue, and 1% increase in store revenue. The increase in total net revenue was driven by a mid-single digit increase in transaction value resulting from a mid-single digit increase in units per transaction and a low-single digit increase in average unit retail price ("AUR"). Total comparable sales increased by 6%, compared to a 1% decrease in the same period last year.
|
|
13 Weeks Ended |
|
Increase/(Decrease) |
||||||||||
|
|
August 1, 2026 |
|
August 2, 2025 |
|
|
||||||||
|
|
(In thousands) |
(Percentage) |
|
|
(In thousands) |
(Percentage) |
|
|
|
(In thousands) |
(Percentage) |
|
|
American Eagle |
|
$805,883 |
58.4 |
% |
|
$800,406 |
62.4 |
% |
|
|
$5,477 |
1 |
% |
|
Aerie |
|
535,822 |
38.8 |
|
|
429,084 |
33.4 |
|
|
|
106,738 |
25 |
|
|
Other |
|
38,670 |
2.8 |
|
|
61,523 |
4.8 |
|
|
|
(22,853) |
(37) |
|
|
Intersegment Eliminations |
|
- |
0.0 |
|
|
(7,338) |
(0.6) |
|
|
|
7,338 |
(100) |
|
|
Total net revenue |
|
$1,380,375 |
100.0 |
% |
|
$1,283,675 |
100.0 |
% |
|
|
$96,700 |
8 |
% |
|
American Eagle. The increase in net revenue was driven by strength in the digital channel, offsetting a decline in store revenue. American Eagle comparable sales decreased 1% against the 13 weeks ended August 2, 2025.
Aerie. The increase in net revenue was driven by performance across channels, including increased transactions as well as a low double digit increase in AUR. Aerie comparable sales increased 19% against the prior year period.
Other. The decrease in net revenue for the current period was primarily attributable to planned decreased revenue from Quiet Platforms due to completion of its operational wind-down.
34
Gross Profit
|
|
13 Weeks Ended |
|
Increase/(Decrease) |
|||||||||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
|
|
(Percentage) |
|
|||||||||||||
Gross Profit |
|
$ |
672,064 |
|
|
|
$ |
499,962 |
|
|
|
|
$ |
172,102 |
|
|
|
34 |
|
% |
|
Gross Margin |
|
|
48.7 |
|
% |
|
|
38.9 |
|
% |
|
|
980 basis points |
|
|
|
|
||||
Included in gross profit this period is a net benefit of $179 million related to tariff refunds, including interest, which drove 1,300 basis points of the gross margin expansion. Net tariff refunds consist of $192 million of IEEPA tariff refunds, partially offset by $13 million of incremental incentive expense attributable to the gain recognized as a result of tariff refunds.
Additionally, merchandise margin increased $78 million but deleveraged 330 basis points, with margin rate improvement in Aerie offset by promotional activity in American Eagle.
Buying, occupancy, and warehousing costs increased $22 million year-over-year, including $12 million related to compensation, and $7 million related to rent. Of the $12 million increase in compensation, $6 million is attributable to incremental incentives related to tariff refunds described above. The increase in rent is attributable to store lease renewals.
During each of the 13 weeks ended August 1, 2026 and August 2, 2025, $2.6 million of share-based payment expense was included in gross profit, representing the issuance of both time-based RSU awards and performance-based PSU awards.
Our gross profit may not be comparable to that of other retailers, as some retailers include all costs related to their distribution network as well as design costs within cost of sales, while others may exclude a portion of these costs from cost of sales, including them in a line item such as SG&A expenses. Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements included herein for a description of our accounting policy regarding cost of sales, including certain buying, occupancy and warehousing expenses.
Selling, General and Administrative Expenses
|
13 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
|
(Percentage) |
|||||||||||||||
American Eagle |
|
$ |
194,628 |
|
|
|
$ |
170,640 |
|
|
|
|
$ |
23,988 |
|
|
|
14 |
|
% |
|
Aerie |
|
|
106,829 |
|
|
|
|
89,191 |
|
|
|
|
|
17,638 |
|
|
|
20 |
|
|
|
Other |
|
|
106,897 |
|
|
|
|
82,380 |
|
|
|
|
|
24,517 |
|
|
|
30 |
|
|
|
Selling, general and administrative expenses |
|
$ |
408,354 |
|
|
|
$ |
342,211 |
|
|
|
|
$ |
66,143 |
|
|
|
19 |
|
% |
|
Selling, general and administrative expenses as a percentage of net revenue |
|
|
29.6 |
|
% |
|
|
26.7 |
|
% |
|
|
290 basis points |
|
|
|
|
||||
The increase in SG&A expenses for the 13 weeks ended August 1, 2026 was primarily driven by a $36 million increase in compensation, which includes $22 million of incremental incentive expense attributable to the gain recognized as a result of the tariff refunds received, as well as increased store wages associated with new store openings. Additionally, the increase in SG&A expenses included a $25 million increase in planned investments in advertising year-over-year. Tariff refunds of $4 million were recorded as a reduction to SG&A expenses this period.
There was $4.2 million and $3.9 million of share-based payment expense included in SG&A expenses for the 13 weeks ended August 1, 2026 and August 2, 2025, respectively, comprised of both time-based RSU awards and performance-based PSU awards.
35
Depreciation and Amortization Expense
|
13 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||||||||||
American Eagle |
|
$ |
21,379 |
|
|
|
$ |
20,718 |
|
|
|
|
$ |
661 |
|
|
|
3 |
|
% |
|
Aerie |
|
|
16,072 |
|
|
|
|
14,740 |
|
|
|
|
|
1,332 |
|
|
|
9 |
|
|
|
Other |
|
|
14,854 |
|
|
|
|
19,208 |
|
|
|
|
|
(4,354 |
) |
|
|
(23 |
) |
|
|
Total depreciation and amortization expense |
|
$ |
52,305 |
|
|
|
$ |
54,666 |
|
|
|
|
$ |
(2,361 |
) |
|
|
(4 |
) |
% |
|
Total depreciation and amortization expense as a percentage of net revenue |
|
|
3.8 |
|
% |
|
|
4.2 |
|
% |
|
|
-40 basis points |
|
|
|
|
||||
Operating Income
|
|
13 Weeks Ended |
|
Increase/(Decrease) |
||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||
|
|
(In thousands) |
(Percentage of revenue) |
|
|
(In thousands) |
(Percentage of revenue) |
|
|
|
(In thousands) |
(Percentage) |
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Eagle |
|
$188,478 |
13.7 |
% |
|
$138,188 |
10.8 |
% |
|
|
$50,290 |
36 |
% |
|
Aerie |
|
170,160 |
12.3 |
|
|
74,628 |
5.8 |
|
|
|
95,532 |
128 |
|
|
Other |
|
(2,407) |
(0.2) |
|
|
(10,094) |
(0.8) |
|
|
|
7,687 |
(76) |
|
|
General corporate expenses |
|
(144,826) |
|
|
|
(99,637) |
|
|
|
|
(45,189) |
|
|
|
Total Operating Income |
|
$211,405 |
|
|
|
$103,085 |
|
|
|
|
$108,320 |
105 |
% |
|
Total Operating Income as a percentage of net revenue |
|
15.3 |
% |
|
|
8.0 |
% |
|
|
|
730 basis points |
|
|
|
Operating income for the 13 weeks ended August 1, 2026 includes $161 million of net tariff refunds ($196 million of tariff refunds, including interest, partially offset by $35 million of incremental incentive expense attributable to the gain recognized as a result of the tariff refunds received). The $108 million increase was primarily driven by higher gross profit, inclusive of tariff refunds, partially offset by increased SG&A expenses, all of which are explained in detail above. The 730 basis point increase in operating income included a 1,170 basis point net benefit from tariff refunds.
American Eagle. The increase in operating income attributable to our American Eagle segment was primarily the result a $75 million increase in gross profit period-over-period, which included $121 million of IEEPA tariff refunds, including interest, and lower buying, occupancy, and warehousing expenses, partially offset by lower merchandise margin, driven by the decline in sales and increased markdowns. This increase was partially offset by a $24 million increase in SG&A expenses period-over-period, mostly related to investments in advertising and compensation.
Aerie. The increase in operating income attributable to our Aerie segment was primarily the result of a $115 million increase in gross profit driven by incremental merchandise margins on the $107 million, or 25%, increase in total net revenue, and $67 million of IEEPA tariff refunds, including interest. The increase was partially offset by an $18 million increase in SG&A expenses period-over-period, primarily related to store compensation and advertising.
General corporate expenses. The increase was primarily the result of $35 million of incremental incentive expense attributable to the gain recognized as a result of the tariff refunds received.
Interest Expense, net
|
13 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||||||||||
Interest expense, net |
$ |
47,125 |
|
|
|
$ |
1,919 |
|
|
|
|
$ |
45,206 |
|
|
|
2356 |
|
% |
|
|
Interest expense as a percentage of net revenue |
|
3.4 |
|
% |
|
|
0.1 |
|
% |
|
|
330 basis points |
|
|
|
|
|||||
36
The increase in interest expense, net was primarily driven by $45 million of accretion expense related to the Participation Agreement for tariff refund claims for the 13 weeks ended August 2, 2026. Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for additional information.
Other (Income) Loss, net
|
13 Weeks Ended |
|
Increase/(Decrease) |
||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||
Other (income) loss, net |
$(13,771) |
|
|
$648 |
|
|
|
$14,419 |
|
2225 |
% |
|
|
Other (income) loss, net as a percentage of net revenue |
(1.0) |
% |
|
0.1 |
% |
|
|
110 basis points |
|
|
|
||
The increase in other (income), net primarily consists of a $12 million gain on equity method investments recorded during the period.
Provision for Income Taxes
|
|
13 Weeks Ended |
|
Increase/(Decrease) |
|||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||||||||||
Provision for income taxes |
|
$ |
44,366 |
|
|
|
$ |
23,705 |
|
|
|
|
$ |
20,661 |
|
|
|
87 |
|
% |
|
Provision for incomes taxes as a percentage of net revenue |
|
|
3.2 |
|
% |
|
|
1.8 |
|
% |
|
|
140 basis points |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective tax rate |
|
|
24.9 |
|
% |
|
|
23.6 |
|
% |
|
|
|
|
|
|
|
|
|
||
The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for discrete quarterly events. The effective income tax rate for the 13 weeks ended August 1, 2026 was 24.9% compared to 23.6% for the 13 weeks ended August 2, 2025. The change in the effective tax rate, as compared to the prior period, is primarily due to tax and statutory audit adjustments.
Net Income attributable to AEO
|
|
13 Weeks Ended |
|
Increase/(Decrease) |
|||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
|
|||||||||||||||
Net income attributable to AEO |
|
$ |
134,084 |
|
|
|
$ |
77,633 |
|
|
|
|
$ |
56,451 |
|
|
|
73 |
|
% |
|
Net income as a percentage of net revenue |
|
|
6.1 |
|
% |
|
|
6.0 |
|
% |
|
|
10 basis points |
|
|
|
|
||||
Diluted net income per common share attributable to AEO |
|
$ |
0.79 |
|
|
|
$ |
0.45 |
|
|
|
|
$ |
0.34 |
|
|
|
75 |
|
% |
|
Net income per diluted share attributable to AEO of $0.79 increased for the 13 weeks ended August 1, 2026, compared to $0.45 for the 13 weeks ended August 2, 2025. The increase in net income was attributable to the factors noted above.
Comparison of the 26 weeks ended August 1, 2026 to the 26 weeks ended August 2, 2025
Total Net Revenue
Total net revenue increased 9% to $2.576 billion for the 26 weeks ended August 1, 2026, compared to $2.373 billion in the same period last year. Digital revenue increased 17%, while store revenue increased 4%. The increase in total net revenue was driven by a mid single digit increase in traffic, as well as a mid single digit increase in transaction value. Total comparable sales increased by 6% for the period, compared to a decrease of 2% for the same period last year.
37
|
|
26 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||||||
|
|
August 1, 2026 |
|
August 2, 2025 |
|
|
||||||||||||||||||||
|
|
(In thousands) |
|
(Percentage) |
|
|
|
(In thousands) |
|
(Percentage) |
|
|
|
|
(In thousands) |
|
(Percentage) |
|
|
|
||||||
American Eagle |
|
$ |
1,484,359 |
|
|
57.6 |
|
% |
|
$ |
1,494,271 |
|
|
63.0 |
|
% |
|
|
$ |
(9,912 |
) |
|
(1 |
) |
% |
|
Aerie |
|
|
1,016,648 |
|
|
39.5 |
|
|
|
|
788,872 |
|
|
33.2 |
|
|
|
|
|
227,776 |
|
|
29 |
|
|
|
Other |
|
|
74,653 |
|
|
2.9 |
|
|
|
|
105,494 |
|
|
4.4 |
|
|
|
|
|
(30,841 |
) |
|
(29 |
) |
|
|
Intersegment Eliminations |
|
|
- |
|
|
0.0 |
|
|
|
|
(15,362 |
) |
|
(0.6 |
) |
|
|
|
|
15,362 |
|
|
(100 |
) |
|
|
Total net revenue |
|
$ |
2,575,660 |
|
|
100.0 |
|
% |
|
$ |
2,373,275 |
|
|
100.0 |
|
% |
|
|
$ |
202,385 |
|
|
9 |
|
% |
|
American Eagle. The decrease in net revenue for the current period was driven by a mid single digit decline in store traffic and slight decline in average unit retail price, partially offset by strength in the digital channel. American Eagle comparable sales decreased 1% in the current period.
Aerie. The increase in net revenue for the current period was driven by increased transactions across channels, as well as a mid teen increase in average unit retail price. Aerie comparable sales increased 22% in the current period.
Other. The decrease in net revenue for the current period was primarily attributable to planned decreased revenue from Quiet Platforms due to completion of its operational wind-down.
Gross Profit
|
|
26 Weeks Ended |
|
Increase/(Decrease) |
|||||||||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
|
|
(Percentage) |
|
|||||||||||||
Gross Profit |
|
$ |
1,128,235 |
|
|
|
$ |
822,383 |
|
|
|
|
$ |
305,852 |
|
|
|
37 |
|
% |
|
Gross Margin |
|
|
43.8 |
|
% |
|
|
34.7 |
|
% |
|
|
910 basis points |
|
|
|
|
||||
Included in gross profit for the 26 weeks ended August 1, 2026 is a net benefit of $179 million related to tariff refunds, which drove 700 basis points of the gross margin expansion. Net tariff refunds consist of $192 million of IEEPA tariff refunds, partially offset by $13 million of incremental incentive expense attributable to the gain recognized as a result of tariff refunds.
Additionally, merchandise margin increased $147 million due to higher sales and lower promotional activity period-over-period.
Buying, occupancy, and warehousing costs increased $27 million year-over-year. This increase includes $14 million related to compensation, $6 million of which is attributable to incremental incentives related to tariff refunds described above, and $10 million related to increased rent obligations.
During the 26 weeks ended August 1, 2026 and August 2, 2025, $9.7 million and $9.5 million, respectively of share-based payment expense were included in gross profit, representing both time-based RSU awards and performance-based PSU awards.
Our gross profit may not be comparable to that of other retailers, as some retailers include all costs related to their distribution network as well as design costs in cost of sales and others may exclude a portion of these costs from cost of sales, including them in a line item such as SG&A expenses. Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for a description of our accounting policy regarding cost of sales, including certain buying, occupancy and warehousing expenses.
38
Selling, General and Administrative Expenses
|
26 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
|
(Percentage) |
|||||||||||||||
American Eagle |
|
$ |
373,300 |
|
|
|
$ |
338,695 |
|
|
|
|
$ |
34,605 |
|
|
|
10 |
|
% |
|
Aerie |
|
|
203,798 |
|
|
|
|
172,108 |
|
|
|
|
|
31,690 |
|
|
|
18 |
|
|
|
Other |
|
|
207,748 |
|
|
|
|
170,195 |
|
|
|
|
|
37,553 |
|
|
|
22 |
|
|
|
Selling, general and administrative expenses |
|
$ |
784,846 |
|
|
|
$ |
680,998 |
|
|
|
|
$ |
103,848 |
|
|
|
15 |
|
% |
|
Selling, general and administrative expenses as a percentage of net revenue |
|
|
30.5 |
|
% |
|
|
28.7 |
|
% |
|
|
-180 basis points |
|
|
|
|
||||
The increase in SG&A expenses for the 26 weeks ended was driven by a $49 million increase in planned advertising investments and a $48 million increase in compensation costs, including $22 million of incremental incentive expense attributable to the gain recognized as a result of the tariff refunds received, as well as increased store wage rates associated with new store openings. Tariff refunds of $4 million were recorded as a reduction to SG&A expenses this period.
There was $19.2 million and $17.5 million of share-based payment expense included in SG&A expenses for the 26 week periods ended August 1, 2026 and August 2, 2025, respectively, comprised of both time and performance-based awards.
Impairment & Restructuring Charges
|
26 Weeks Ended |
|
Increase/(Decrease) |
|||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
|
(Percentage) |
|
|||||||||||||
Impairment and restructuring charges |
|
$ |
- |
|
|
|
$ |
17,119 |
|
|
|
|
$ |
(17,119 |
) |
|
(100 |
) |
% |
|
Impairment and restructuring charges as a percentage of net revenue |
|
|
0.0 |
|
% |
|
|
0.7 |
|
% |
|
|
-70 basis points |
|
|
|
||||
During the 26 weeks ended August 2, 2025, we recorded $17.1 million of impairment and restructuring charges. We recorded $10.4 million of impairment related to ROU assets, $4.9 million related to fixed assets, and $1.8 million of employee severance. There were no comparable charges for the 26 weeks ended August 1, 2026.
Depreciation and Amortization Expense
|
26 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
|||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||||||||||
American Eagle |
|
$ |
42,733 |
|
|
|
$ |
40,886 |
|
|
|
|
$ |
1,847 |
|
|
|
5 |
|
% |
|
Aerie |
|
|
32,095 |
|
|
|
|
28,910 |
|
|
|
|
|
3,185 |
|
|
|
11 |
|
|
|
Other |
|
|
28,932 |
|
|
|
|
36,567 |
|
|
|
|
|
(7,635 |
) |
|
|
(21 |
) |
|
|
Total depreciation and amortization expense |
|
$ |
103,760 |
|
|
|
$ |
106,363 |
|
|
|
|
$ |
(2,603 |
) |
|
|
(2 |
) |
% |
|
Total depreciation and amortization expense as a percentage of net revenue |
|
|
4.0 |
|
% |
|
|
4.5 |
|
% |
|
|
-50 basis points |
|
|
|
|
||||
39
Operating Income
|
|
26 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||||||
|
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||||||
|
|
(In thousands) |
|
(Percentage of revenue) |
|
|
|
(In thousands) |
|
(Percentage of revenue) |
|
|
|
|
(In thousands) |
|
(Percentage) |
|
|
|
||||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
American Eagle |
|
$ |
235,635 |
|
|
17.1 |
|
% |
|
$ |
187,935 |
|
|
14.6 |
|
% |
|
|
$ |
47,700 |
|
|
25 |
|
% |
|
Aerie |
|
$ |
266,444 |
|
|
19.3 |
|
|
|
|
75,403 |
|
|
5.9 |
|
|
|
|
|
191,041 |
|
|
253 |
|
|
|
Other |
|
$ |
(8,762 |
) |
|
(0.6 |
) |
|
|
|
(23,264 |
) |
|
(1.8 |
) |
|
|
|
|
14,502 |
|
|
(62 |
) |
|
|
General corporate expenses |
|
$ |
(253,688 |
) |
|
|
|
|
|
(205,052 |
) |
|
|
|
|
|
|
(48,636 |
) |
|
|
|
|
|||
Impairment and restructuring charges |
|
$ |
- |
|
|
|
|
|
|
(17,119 |
) |
|
|
|
|
|
|
17,119 |
|
|
|
|
|
|||
Total Operating Income |
|
$ |
239,629 |
|
|
|
|
|
$ |
17,903 |
|
|
|
|
|
|
$ |
221,726 |
|
|
1238 |
|
% |
|
||
Total Operating Income as a percentage of income |
|
|
9.3 |
|
% |
|
|
|
|
0.8 |
|
% |
|
|
|
|
850 basis points |
|
|
|
||||||
Operating income for the 26 weeks ended August 1, 2026 includes $161 million of net tariff refunds ($196 million of tariff refunds, including interest, partially offset by $35 million of incremental incentive expense attributable to the gain recognized as a result of the tariff refunds received). The $222 million increase was primarily driven by higher gross profit, inclusive of tariff refunds, partially offset by increased SG&A expenses, all of which are explained in detail above. The 850 basis point increase in operating income included a 630 basis point net benefit from tariff refunds.
American Eagle. The increase in operating income was primarily the result of a $84 million increase in gross profit year over year, which included $121 million of IEEPA tariff refunds, including interest, and lower buying, occupancy, and warehousing expenses, which was partially offset by lower merchandise margin, driven by the decline in sales and increased markdowns. This increase was partially offset by a $35 million increase in SG&A expenses period-over-period, primarily related to increased advertising investments.
Aerie. The increase in operating income was primarily the result of a $226 million increase in gross profit driven by incremental merchandise margin on the $228 million, or 29%, increase in total net revenue, and $67 million of IEEPA tariff refunds, including interest. SG&A expenses increased $32 million period-over-period, primarily related to store compensation from increased wage rates and new store openings, as well as a planned advertising investment.
General corporate expenses. The increase in operating income was primarily the result of $35 million of incremental incentive expense attributable to the gain recognized as a result of the tariff refunds received in the current period.
Interest Expense, net
|
26 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||||||||||
Interest expense, net |
$ |
54,978 |
|
|
|
$ |
1,700 |
|
|
|
|
$ |
53,278 |
|
|
|
3134 |
|
% |
|
|
Interest expense as a percentage of net revenue |
|
2.1 |
|
% |
|
|
0.1 |
|
% |
|
|
200 basis points |
|
|
|
||||||
The increase in interest expense, net for the current period was primarily driven by $52 million of accretion expense related to the Participation Agreement for tariff refund claims. Refer to Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for additional information.
40
Other (Income) Loss, net
|
26 Weeks Ended |
|
Increase/(Decrease) |
||||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||||||||||
Other (income) loss, net |
$ |
(20,993 |
) |
|
|
$ |
816 |
|
|
|
|
$ |
21,809 |
|
|
|
2673 |
|
% |
|
|
Other (income) loss, net as a percentage of net revenue |
|
(0.8 |
) |
% |
|
|
0.0 |
|
% |
|
|
80 basis points |
|
|
|
|
|||||
The increase in other (income), net for the current period primarily consisted of an $18 million gain on equity method investments recorded this year.
Provision for Income Taxes
|
|
26 Weeks Ended |
|
Increase/(Decrease) |
|||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
||||||||||||||||
Provision for income taxes |
|
$ |
49,024 |
|
|
|
$ |
3,992 |
|
|
|
|
$ |
45,032 |
|
|
|
1128 |
|
% |
|
Provision for incomes taxes as a percentage of net revenue |
|
|
1.9 |
|
% |
|
|
0.2 |
|
% |
|
|
170 basis points |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective tax rate |
|
|
23.8 |
|
% |
|
|
25.9 |
|
% |
|
|
|
|
|
|
|
|
|
||
The provision for income taxes is based on the current estimate of the annual effective income tax rate and is adjusted as necessary for discrete quarterly events. The effective income tax rate for the 26 weeks ended August 1, 2026 was 23.8% compared to 25.9% for the 26 weeks ended August 2, 2025. The change in the effective tax rate, as compared to the prior period, is primarily due to share-based payments and tax and statutory audit adjustments.
Net Income attributable to AEO
|
|
26 Weeks Ended |
|
Increase/(Decrease) |
|||||||||||||||||
|
August 1, 2026 |
August 2, 2025 |
|
||||||||||||||||||
|
|
(In thousands) |
|
(In thousands) |
(Percentage) |
|
|||||||||||||||
Net income attributable to AEO |
|
$ |
157,607 |
|
|
|
$ |
12,734 |
|
|
|
|
$ |
144,873 |
|
|
|
1138 |
|
% |
|
Net income as a percentage of net revenue |
|
|
6.1 |
|
% |
|
|
0.5 |
|
% |
|
|
560 basis points |
|
|
|
|
||||
Diluted net income per common share attributable to AEO |
|
$ |
0.92 |
|
|
|
$ |
0.07 |
|
|
|
|
$ |
0.85 |
|
|
|
1214 |
|
% |
|
Net income per diluted share attributable to AEO increased to $0.92 per diluted share for the 26 weeks ended August 1, 2026, compared to $0.07 per diluted share for the 26 weeks ended August 2, 2025. The increase in net income was attributable to the factors noted above.
International Operations
We have agreements with multiple third-party operators to expand our brands internationally. Our international licensing partners acquire the right to sell, promote, market, and/or distribute various categories of our products in a given geographic area and to source products from us. International licensees' rights include the right to own and operate retail stores and may include rights to sell in wholesale markets, shop-in-shop concessions and operate online marketplace businesses. As of August 1, 2026, our international licensing partners operated in 376 licensed retail stores and concessions, as well as wholesale markets, online brand sites, and online marketplaces in approximately 30 countries.
As of August 1, 2026, we had 94 and 99 Company-owned stores in Canada and Mexico, respectively.
41
Liquidity and Capital Resources
Our uses of cash have historically been for working capital, the construction of new stores and remodeling of existing stores, information technology and e-commerce upgrades and investments, distribution center improvements and expansion, and the return of value to stockholders through the repurchase of common stock and the payment of dividends. Additionally, our uses of cash have included the development of the Aerie brand, investments in technology and omni-channel capabilities, and our international expansion efforts.
Historically, our uses of cash have been funded with cash flow from operations and existing cash on hand. We also maintain an asset-based revolving credit facility that allows us to borrow up to $700 million, which currently expires in June 2031. As of August 1, 2026, the Company had $55.0 million in borrowings under the Credit Facility. Refer to Note 8, Long-Term Debt, Net, to the Consolidated Financial Statements included herein for additional information regarding our long-term debt.
As of August 1, 2026, we had approximately $148.0 million in cash and cash equivalents. We expect to be able to fund our cash requirements in both the short-term and the long-term through current cash holdings and available liquidity.
The following sets forth certain measures of our liquidity:
|
|
August 1, |
|
|
Working Capital (in thousands) |
|
|
497,295 |
|
Current Ratio |
|
|
1.59 |
|
The following table sets forth net cash flows in operating, investing, and financing activities for the 26 weeks ended August 1, 2026 and August 2, 2025:
|
26 Weeks Ended |
Increase/(Decrease) |
||||||||||||
|
August 1, 2026 |
|
August 2, 2025 |
|||||||||||
|
(In thousands) |
|
||||||||||||
Total cash (used for) provided by: |
|
|
|
|
|
|
|
|
|
|
||||
Operating activities |
|
$ |
116,325 |
|
|
$ |
(26,859 |
) |
|
|
$ |
143,184 |
|
|
Investing activities |
|
|
(128,294 |
) |
|
|
(74,113 |
) |
|
|
|
(54,181 |
) |
|
Financing activities |
|
|
(79,340 |
) |
|
|
(82,701 |
) |
|
|
|
3,361 |
|
|
Effect of foreign currency exchange rate changes on cash and cash equivalents |
|
|
340 |
|
|
|
1,491 |
|
|
|
|
(1,151 |
) |
|
(Decrease) in cash and cash equivalents |
|
$ |
(90,969 |
) |
|
$ |
(182,182 |
) |
|
|
$ |
91,213 |
|
|
Cash Flows Provided by (Used For) Operating Activities
Our major source of cash from operations for both periods was merchandise sales and our primary outflow of cash from operations was for the payment of operational costs. Additionally, this year’s cash from operations includes $195.7 million of tariff refunds, including interest, received during the period.
Cash Flows (Used For) Investing Activities
Investing activities for the 26 weeks ended August 1, 2026 primarily consisted of capital expenditures of $127.6 million.
Investing activities for the 26 weeks ended August 2, 2025 primarily consisted of capital expenditures of $132.6 million, partially offset by the sale of available-for-sale investments of $50.0 million.
Cash Flows (Used For) Financing Activities
Cash used for financing activities for the 26 weeks ended August 1, 2026 consisted primarily of $53.5 million, including commissions and excise taxes, used for the repurchase of common stock under our publicly-announced share repurchase program, and $41.9 million for cash dividends paid at a quarterly rate of $0.125 per share, partially offset by $55 million of net proceeds from borrowing on our Credit Facility
Cash used for financing activities for the 26 weeks ended August 2, 2025 consisted primarily of $201.8 million, including excise taxes, used to repurchase the Company's common stock under the ASR Agreement (as defined below), $42.8 million for cash dividends paid at a quarterly rate of $0.125 per share, and $31.3 million, including commissions and
42
excise taxes, used for the repurchase of common stock under our publicly announced program, partially offset by net Credit Facility borrowings of $203.0 million.
Revolving Credit Facility
In June 2022, we entered into an amended and restated Credit Agreement, which provides senior secured asset-based revolving credit for loans and letters of credit up to $700 million, subject to customary borrowing base limitations.
On June 4, 2026, the Credit Agreement was amended to extend the maturity date of the Credit Facility to June 4, 2031 and simplify the interest rate calculation by removing the SOFR Adjustment and Term CORRA Adjustment (as such terms are defined in the Credit Agreement) and increasing the applicable margin.
All obligations under the Credit Facility are unconditionally guaranteed by certain subsidiaries. The obligations under the Credit Agreement are secured by certain assets of the Company and certain subsidiaries.
As of August 1, 2026, the Company was in compliance with the terms of the Credit Agreement and had borrowings of $55 million and $10 million outstanding in stand-by letters of credit. As of August 2, 2025, the Company was in compliance with the terms of the Credit Agreement and had borrowings of $203.0 million and $12.0 million outstanding in stand-by letters of credit.
Capital Expenditures for Property and Equipment
For the 26 weeks ended August 1, 2026, capital expenditures totaled $127.6 million. See below for a breakdown of expenditures:
|
26 Weeks Ended |
Increase/(Decrease) |
|||||||||||||||||
|
August 1, 2026 |
|
August 2, 2025 |
||||||||||||||||
|
(In thousands) |
(In thousands) |
(Percentage) |
||||||||||||||||
Store, fixture, and visual investments |
|
$ |
87,356 |
|
|
$ |
66,649 |
|
|
|
$ |
20,707 |
|
|
|
31 |
|
% |
|
Information technology initiatives |
|
|
28,665 |
|
|
|
22,765 |
|
|
|
|
5,900 |
|
|
|
26 |
|
|
|
Supply chain infrastructure |
|
|
3,353 |
|
|
|
20,947 |
|
|
|
|
(17,594 |
) |
|
|
(84 |
) |
|
|
Other home office projects |
|
|
8,263 |
|
|
|
22,204 |
|
|
|
|
(13,941 |
) |
|
|
(63 |
) |
|
|
Capital Expenditures |
|
$ |
127,637 |
|
|
$ |
132,565 |
|
|
|
$ |
(4,928 |
) |
|
|
(4 |
) |
% |
|
For Fiscal 2026, we expect total capital expenditures to be between $250 million and $260 million related to the continued support of our expansion efforts, stores, information technology upgrades to support growth and investments in e-commerce, as well as to support and enhance our supply chain. We expect to be able to fund our capital expenditures through current available liquidity and cash generated from operations.
See below for a breakdown for stores remodeled and new stores opened in the 26 weeks ended August 1, 2026 and August 2, 2025:
|
26 Weeks Ended |
|
|
||||||||
|
August 1, 2026 |
August 2, 2025 |
|
|
|||||||
|
New Stores |
|
Remodels |
|
New Stores |
|
Remodels |
|
|
||
American Eagle (1) |
|
3 |
|
23 |
|
|
3 |
|
24 |
|
|
Aerie (2) |
|
5 |
|
2 |
|
|
9 |
|
1 |
|
|
Todd Snyder |
|
- |
|
- |
|
|
4 |
|
- |
|
|
Unsubscribed |
|
- |
|
- |
|
|
2 |
|
- |
|
|
Total stores |
|
8 |
|
25 |
|
|
18 |
|
25 |
|
|
43
(1) American Eagle includes AE stand-alone stores, Aerie side-by-side stores connected to an AE brand location, AE, Aerie, and OFFLINE locations connected as one store, and OFFLINE side-by-side stores connected to an AE brand location.
(2) Aerie includes Aerie stand-alone, OFFLINE stand-alone, and OFFLINE side-by-side stores connected to an Aerie brand location.
Share Repurchases
On March 11, 2025, the Company’s Board of Directors (the "Board") authorized 50 million additional shares for repurchase as part of its existing share repurchase program, which was previously announced in February 2024. During the 26 weeks ended August 1, 2026, there were 3.0 million shares repurchased under this authorization. As of August 1, 2026, the Company had a total of 46 million shares remaining authorized for repurchase through February 3, 2029.
On March 14, 2025, the Company entered into an accelerated share repurchase agreement (the "ASR Agreement") with Bank of America, N.A. ("Bank of America") to repurchase an aggregate of $200 million of the Company’s common stock.
Pursuant to the terms of the ASR Agreement, on March 17, 2025, the Company made an aggregate payment of $200 million to Bank of America and received an aggregate initial delivery of approximately 14.5 million shares of its common stock. At final settlement on June 16, 2025, the Company received an additional 3.9 million shares. The cumulative repurchases under the ASR Agreement totaled 18.4 million shares, in the aggregate, at an average price of $10.86 per share.
During the 26 weeks ended August 1, 2026 and August 2, 2025, we repurchased approximately 1.0 million and 0.7 million shares, respectively, from certain employees at market prices totaling $20.3 million and $7.9 million, respectively. These shares were repurchased for the payment of taxes, in connection with the vesting of share-based payments, as permitted under our equity incentive plans.
The aforementioned repurchased shares were recorded as treasury stock.
Dividends
During the 13 weeks ended August 1, 2026, the Board declared a quarterly cash dividend of $0.125 per share on June 9, 2026, which was paid on July 24, 2026 to stockholders of record as of July 10, 2026.
The Company maintains the right to defer the record and payment dates of any declared dividends, depending upon, among other factors, business performance and the macroeconomic environment. The payment of future dividends is at the discretion of our Board and is based on future earnings, cash flow, financial condition, capital requirements, changes in United States taxation, and other relevant factors.
Critical Accounting Estimates
Our critical accounting policies and estimates are described in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and in the notes to our Consolidated Financial Statements for the fiscal year ended January 31, 2026 contained in our Fiscal 2025 Form 10-K. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been discussed in the notes to our Consolidated Financial Statements in this Quarterly Report. The application of our critical accounting policies and estimates may require our management to make judgments and estimates about the amounts reflected in the Consolidated Financial Statements. Our management uses historical experience and all available information to make these estimates and judgments, and different amounts could be reported using different assumptions and estimates. There have been no significant changes in critical accounting estimates since the end of Fiscal 2025.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are primarily exposed to the impact of foreign exchange rate risk primarily through our Canadian and Mexican operations where the functional currency is the Canadian dollar and Mexican peso, respectively. The impact of all other foreign currencies is currently immaterial to our consolidated financial results. Our market risk profile as of January 31, 2026 is disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Fiscal 2025 Form 10-K, and there have been no material changes to our market risk profile from those disclosed in the Fiscal 2025 Form 10-K.
44
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the management of the Company, including our principal executive officer and our principal financial officer (or persons performing similar functions), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
In connection with the preparation of this Quarterly Report, the Company performed an evaluation under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, August 1, 2026, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
45
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are involved, from time to time, in actions associated with or incidental to our business, including, among other things, matters involving consumer privacy, trademark and other intellectual property, licensing, importation of products, taxation, and employee relations. As of the date of this Quarterly Report, we believe that the resolution of currently pending matters will not individually or in the aggregate have a material adverse effect on our consolidated financial position or results of operations. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of facts not presently known or determinations by judges, juries, or other finders of fact that are not in accord with management's evaluation of the possible liability or outcome of such litigation or claims.
Refer to Note 11, Commitments and Contingencies, to the Consolidated Financial Statements included herein for additional information.
ITEM 1A. RISK FACTORS.
Risk factors that affect our business and financial results are discussed within Part I, Item 1A of our Fiscal 2025 Form 10-K. There have been no material changes to our risk factors as disclosed in the Fiscal 2025 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Issuer Purchases of Equity Securities
The following table provides information regarding our repurchases of our common stock during the 13 weeks ended August 1, 2026:
|
|
Total |
|
|
|
|
|
Total Number of |
|
|
Maximum Number of |
|
||||
|
|
Number of |
|
|
Average |
|
|
Shares Purchased as |
|
|
Shares that May |
|
||||
|
|
Shares |
|
|
Price Paid |
|
|
Part of Publicly |
|
|
Yet Be Purchased |
|
||||
Period |
|
Purchased |
|
|
Per Share |
|
|
Announced Programs |
|
|
Under the Program |
|
||||
|
|
(1) |
|
|
(2) |
|
|
(1) |
|
|
(1) (3) |
|
||||
Month #1 (May 3, 2026 through May 30, 2026) |
|
|
793 |
|
|
$ |
15.29 |
|
|
|
— |
|
|
|
46,084,301 |
|
Month #2 (May 31, 2026 through July 4, 2026) |
|
|
11,009 |
|
|
|
16.34 |
|
|
|
— |
|
|
|
46,084,301 |
|
Month #3 (July 5, 2026 through August 1, 2026) |
|
|
4,157 |
|
|
|
17.27 |
|
|
|
— |
|
|
|
46,084,301 |
|
Total |
|
|
15,959 |
|
|
$ |
16.53 |
|
|
|
— |
|
|
|
46,084,301 |
|
ITEM 5: OTHER INFORMATION
(c) Rule 10b5-1 Trading Plans
During the fiscal quarter ended August 1, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act)
46
ITEM 6. EXHIBITS.
Exhibit 3.1 |
|
Amended and Restated Certificate of Incorporation of American Eagle Outfitters, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on September 6, 2007 (SEC File No. 001-33338)) |
Exhibit 3.2 |
|
Amended and Restated Bylaws of American Eagle Outfitters, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed on March 13, 2023 (SEC File No. 001-33338)) |
Exhibit 10,1+ |
|
Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of June 4, 2026, between American Eagle Outfitters, Inc., American Eagle Outfitters Canada Corporation, the other borrowers thereto from time to time, the lenders party thereto from time to time and PNC Bank, National Association, as administrative agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 4, 2026) |
^ Exhibit 10.2 |
|
American Eagle Outfitters, Inc. Amended and Restated 2023 Stock Award and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report Form 8-K filed on June 29, 2026). |
*^ Exhibit 10.3 |
|
Transition Agreement between American Eagle Outfitters, Inc. and Michael Mathias, dated June 29, 2026. |
*^ Exhibit 10.4 |
|
Letter Agreement between American Eagle Outfitters, Inc. and Ravi Thanawala, dated June 12, 2026. |
*^ Exhibit 10.5 |
|
Change in Control Agreement between American Eagle Outfitters, Inc. and Ravi Thanawala, dated June 12, 2026 |
* Exhibit 31.1 |
|
Certification by Jay L. Schottenstein pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
* Exhibit 31.2 |
|
Certification by Ravi Thanawala pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
** Exhibit 32.1 |
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
** Exhibit 32.2 |
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
* Exhibit 101 |
|
The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2026, formatted as inline eXtensible Business Reporting Language ("XBRL"): (i) Consolidated Balance Sheets as of August 1, 2026, January 31, 2026, and August 2, 2025 (ii) Consolidated Statements of Operations for the 13 and 26 weeks ended August 1, 2026 and August 2, 2025, (iii) Consolidated Statements of Comprehensive Income for the 13 and 26 weeks ended August 1, 2026 and August 2, 2025, (iv) Consolidated Statements of Stockholders’ Equity for the 13 and 26 weeks ended August 1, 2026 and August 2, 2025, and (v) Consolidated Statements of Cash Flows for the 26 weeks ended August 1, 2026 and August 2, 2025. |
|
|
|
* Exhibit 101.INS |
|
Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
* Exhibit 101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
|
|
|
* Exhibit 104 |
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 1, 2026, has been formatted in inline XBRL and contained in Exhibit 101. |
^ Management contract or compensatory plan or arrangement.
* Filed with this report.
** Furnished with this report.
+ Certain exhibits and schedules to the Amendment No. 2 to Second Amended and Restated Credit Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish a copy of the omitted exhibits and schedules to the Amendment No. 2 to Second Amended and Restated Credit Agreement to the Securities and Exchange Commission upon request.
47
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: September 10, 2026
|
|
American Eagle Outfitters, Inc. (Registrant) |
|
|
|
|
|
By: |
|
/s/ Jay L. Schottenstein |
|
|
|
Jay L. Schottenstein |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
By: |
|
/s/ Ravi Thanawala |
|
|
|
Ravi Thanawala |
|
|
|
Executive Vice President, Chief Financial Officer |
|
|
|
(Principal Financial Officer) |
|
48