American Eagle extends $700M credit facility to 2031

American Eagle Outfitters amended its senior secured asset-based revolving credit facility, which provides up to $700 million of borrowing capacity.

Rhea-AI Filing Summary

American Eagle Outfitters amended its senior secured asset-based revolving credit facility, which provides up to $700 million of borrowing capacity. The amendment extends the facility’s maturity from June 24, 2027, to June 4, 2031, giving the company a longer liquidity runway.

Interest on borrowings now accrues, at the company’s election, at an adjusted SOFR rate of SOFR plus a margin ranging from 1.250% to 1.500% or at an alternate base rate plus a margin ranging from 0.250% to 0.500%, with margins tied to average borrowing availability.

Insights

Credit & capital structure analyst

Amendment extends AEO’s $700M credit support to 2031 with updated pricing.

The company’s asset-based revolving credit facility remains sized at $700 million but now matures on June 4, 2031 instead of June 24, 2027. This lengthens committed bank liquidity, which can help support working capital and seasonal inventory needs.

Pricing is simplified by removing the SOFR and Term CORRA adjustments and using an adjusted SOFR or alternate base rate plus a margin. The margins range from 1.250% to 1.500% for SOFR loans and 0.250% to 0.500% for base-rate loans, depending on borrowing availability under the facility.

The filing does not change the disclosed facility size, so the main effects are maturity extension and a clarified rate structure. Future quarterly or annual filings may show how much of this facility the company actually draws over time.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ABL credit facility size: $700 million New facility maturity: June 4, 2031 Prior facility maturity: June 24, 2027 +2 more

5 metrics

ABL credit facility size $700 million Senior secured asset-based revolving credit facility

New facility maturity June 4, 2031 Maturity date after Amendment No. 2

Prior facility maturity June 24, 2027 Original ABL Credit Facility maturity before amendment

SOFR margin range 1.250%–1.500% Margin over SOFR based on borrowing availability

Alternate base rate margin range 0.250%–0.500% Margin over alternate base rate based on availability

Key Terms

asset-based revolving credit facility, adjusted SOFR rate, alternate base rate, Term CORRA Adjustment, +1 more

5 terms

asset-based revolving credit facility financial

"The ABL Credit Agreement provides for a $700 million senior secured asset-based revolving credit facility"

A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.

adjusted SOFR rate financial

"interest accrues on borrowings ... at an adjusted SOFR rate of SOFR plus an applicable margin"

alternate base rate financial

"or an alternate base rate plus an applicable margin (ranging from 0.250% to 0.500%)"

Term CORRA Adjustment financial

"simplify the interest rate calculation by removing the SOFR Adjustment and Term CORRA Adjustment"

off-balance sheet arrangement financial

"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"

An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What credit facility did American Eagle Outfitters (AEO) amend in June 2026?

American Eagle Outfitters amended its senior secured asset-based revolving credit facility. The agreement continues to provide up to $700 million of borrowing capacity, supporting the company’s liquidity and working capital needs under an updated maturity date and interest rate structure.

How much borrowing capacity does AEO’s amended credit facility provide?

The amended asset-based revolving credit facility provides up to $700 million in borrowing capacity. This revolving line can be drawn and repaid as needed, giving American Eagle Outfitters flexibility to manage inventory, seasonal cash flows, and other short-term funding requirements.

When does American Eagle Outfitters’ amended credit facility now mature?

The amendment extends the facility’s maturity to June 4, 2031. Previously, the asset-based revolving credit facility was scheduled to mature on June 24, 2027, so the new agreement lengthens the period of committed bank financing available to the company.

How is interest calculated under AEO’s amended ABL credit facility?

Interest accrues at the company’s election at an adjusted SOFR rate or an alternate base rate. Each is increased by an applicable margin that varies with average borrowing availability, ranging from 1.250% to 1.500% for SOFR loans and 0.250% to 0.500% for base-rate loans.

What changes did AEO make to the interest rate mechanics in the amendment?

The amendment simplifies interest mechanics by removing the SOFR Adjustment and Term CORRA Adjustment. Instead, borrowings accrue at adjusted SOFR or an alternate base rate plus a specified margin, with the exact margin depending on average borrowing availability under the facility.

Who is the administrative agent on American Eagle Outfitters’ amended credit facility?

PNC Bank, National Association, serves as administrative agent under the amended asset-based revolving credit facility. The agreement also includes American Eagle Outfitters Canada Corporation, certain other subsidiaries, and lenders that are party to the credit arrangement from time to time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/10/2026 - 05:00 PM Learn about SEC filing dates

false000091901200009190122026-06-042026-06-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 04, 2026

AMERICAN EAGLE OUTFITTERS INC

(Exact name of Registrant as Specified in Its Charter)

Delaware			1-33338	13-2721761
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
77 Hot Metal Street
Pittsburgh, Pennsylvania				15203-2329
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 432-3300

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		AEO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 4, 2026, American Eagle Outfitters, Inc. (the “Company”) entered into an Amendment No. 2 (the “Amendment”), between the Company, American Eagle Outfitters Canada Corporation, certain of the Company’s subsidiaries, PNC Bank, National Association, as administrative agent, and the other parties thereto, to amend that certain Second Amended and Restated Credit Agreement, dated as of June 24, 2022 (as amended by that certain Amendment No. 1, dated as of May 22, 2024, the “ABL Credit Agreement”). The ABL Credit Agreement provides for a $700 million senior secured asset-based revolving credit facility (the “ABL Credit Facility”).

The principal changes made by the Amendment were to (i) extend the maturity date of the ABL Credit Facility from June 24, 2027, to June 4, 2031, and (ii) simplify the interest rate calculation by removing the SOFR Adjustment and Term CORRA Adjustment (as such terms are defined in the ABL Credit Agreement) and increasing the applicable margin. Pursuant to the Amendment, interest accrues on borrowings under the ABL Credit Facility, at the election of the Company, at an adjusted SOFR rate of SOFR plus an applicable margin (ranging from 1.250% to 1.500%) or an alternate base rate plus an applicable margin (ranging from 0.250% to 0.500%), with each such applicable margin being based on average borrowing availability under the ABL Credit Facility.

The above description of the Amendment is a summary and is not complete. A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The above summary is qualified in its entirety by reference to the terms of the Amendment filed as an exhibit hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of 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.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Certain exhibits and disclosure 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 agrees to furnish a copy of the exhibits and disclosure schedules to the Amendment No. 2 to Second Amended and Restated Credit Agreement to the Securities and Exchange Commission upon request.

* * * * * *

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 hereunto duly authorized.

			AMERICAN EAGLE OUTFITTERS, INC.
Date:	June 10, 2026	By:	/s/ Michael A. Mathias
			Michael A. Mathias, Executive Vice President, Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 2.4 MB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB