[Form 3] American Eagle Outfitters Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

American Eagle Outfitters (AEO) has filed a Form 3 detailing the initial beneficial ownership of Beth M. Henke, who is identified as the company’s Executive Vice President & Chief Legal Officer. Henke directly owns 4,635 shares of AEO common stock. She also holds three tranches of restricted stock units (RSUs) that collectively represent 20,285.34 additional shares once vested and converted:

• 11,990.34 RSUs that vest in three equal annual installments beginning one year after the grant date.
• 4,252.42 RSUs that vest 50% on 04/04/2026 and 50% on 04/04/2027.
• 4,042.58 RSUs that vest fully on 03/30/2026.

Each RSU converts into one share of common stock upon vesting. No indirect ownership or additional derivative securities were reported. The filing is an administrative disclosure required under Section 16(a) to record the officer’s initial equity position.

Positive

• Executive equity alignment: The new EVP & Chief Legal Officer holds 4,635 shares and 20,285.34 RSUs, linking compensation to shareholder value.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Form 3 shows new legal chief holds 4,635 shares plus 20k RSUs—informative but not market-moving.

This initial Form 3 simply establishes Beth M. Henke’s equity stake as she joins AEO’s executive team. Direct ownership of 4,635 shares is modest, while 20,285.34 RSUs align future compensation with share performance. Vesting spans 2026-2028, creating a long-term incentive horizon. Because no purchases, sales, or large percentages of outstanding shares are involved, the filing carries neutral valuation impact and is mainly regulatory in nature.

Corporate Governance Expert

TL;DR: Disclosure enhances transparency; equity stake supports incentive alignment, but governance impact remains standard.

Section 16 reporting ensures stakeholders understand how key executives are compensated. Henke’s RSU-heavy package mirrors common practice for senior officers, promoting retention and performance alignment. The absence of indirect holdings or complex derivatives simplifies oversight. While transparency is positive, the filing itself does not signal strategic change or governance risk, so overall impact on shareholder interests is neutral.

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Henke Beth M

(Last) (First) (Middle)

77 HOT METAL STREET

(Street)

PITTSBURGH PA 15203

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/29/2025

3. Issuer Name and Ticker or Trading Symbol
AMERICAN EAGLE OUTFITTERS INC [ AEO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, without par value	4,635	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	04/02/2028	Common Stock, without par value	11,990.34	(2)	D
Restricted Stock Unit	(3)	04/04/2027	Common Stock, without par value	4,252.42	(2)	D
Restricted Stock Unit	03/30/2026	03/30/2026	Common Stock, without par value	4,042.58	(2)	D

Explanation of Responses:

1. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.

2. Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock.

3. The restricted stock units vest 50% on April 4, 2026 and 50% on April 4, 2027.

Remarks:

EXHIBIT INDEX Exhibit 24 - Power of Attorney

	Robert J. Tannous, Attorney-in-Fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What position does Beth M. Henke hold at American Eagle Outfitters (AEO)?

She is the company’s Executive Vice President & Chief Legal Officer.

How many AEO common shares does Beth M. Henke directly own?

She directly owns 4,635 shares of common stock.

How many restricted stock units (RSUs) are reported in this Form 3?

A total of 20,285.34 RSUs are disclosed across three grants.

When do the RSUs reported by AEO’s EVP vest?

11,990.34 RSUs vest in three annual installments starting one year after grant; 4,252.42 RSUs vest 50% on 04/04/2026 and 50% on 04/04/2027; 4,042.58 RSUs vest fully on 03/30/2026.

Is the filing an initial statement or an amendment?

This is an initial Form 3, indicating first-time reporting of ownership.