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  4. [Form 4] AMERICAN EAGLE OUTFITTERS INC Insider Trading Activity

American Eagle (NYSE: AEO) director adds 1,344 dividend-equivalent share units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MCMILLAN CARY D reported acquisition or exercise transactions in this Form 4 filing.

AMERICAN EAGLE OUTFITTERS INC director Cary D. McMillan reported an automatic grant of 1,344 share units on 2026-07-24. Each unit is economically equivalent to one share of common stock and represents dividend equivalent rights on prior awards, payable when his board service ends. After this accrual, he directly holds 184,173 share units, including units from a special dividend and earlier dividend-equivalent accruals.

Positive

  • None.

Negative

  • None.
Insider MCMILLAN CARY D
Role Director
Type Security Shares Price Value
Grant/Award Share Units F1, F2, F3 1,344 $0.00 $0.00
Holdings After Transaction: Share Units — 184,173 shares (Direct)
Footnotes (3)
  1. F1. Each share unit has the economic equivalent of one share of common stock. The share units become payable upon the reporting person's termination of service as a director.
  2. F2. Shares represent dividend equivalent rights accrued on previously awarded share units.
  3. F3. Total includes share units acquired pursuant to a special dividend and accrued dividend equivalent rights.
Share units granted 1,344 share units Grant/award acquisition on 2026-07-24
Total share units after transaction 184,173 share units Direct holdings following the 1,344-unit grant
Transaction price per share unit $0.0000 Grant of share units with no cash exercise price
Economic equivalence per share unit 1 common share per unit Each share unit has the economic equivalent of one common share
Share Units financial
"Each share unit has the economic equivalent of one share of common stock."
dividend equivalent rights financial
"Shares represent dividend equivalent rights accrued on previously awarded share units."
Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.
special dividend financial
"Total includes share units acquired pursuant to a special dividend and accrued dividend equivalent rights."
A special dividend is a one-time payment made by a company to its shareholders, usually when it has accumulated excess profits or cash. It is like a bonus or a reward for investors, often signaling that the company has extra funds available. This type of dividend matters because it can indicate a company's financial health or a significant change in its cash situation.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did AEO director Cary D. McMillan report on this Form 4?
Cary D. McMillan reported receiving 1,344 share units as an automatic grant. These units are economically equivalent to common stock and reflect dividend equivalent rights on prior awards, increasing his direct holdings to 184,173 share units as a director of AEO.

How many AEO share units does Cary D. McMillan hold after the reported transaction?
After the reported grant, Cary D. McMillan directly holds 184,173 share units. This total includes the newly credited 1,344 units, plus units previously acquired through a special dividend and earlier accrued dividend equivalent rights tied to American Eagle Outfitters awards.

What are the 1,344 AEO share units reported by Cary D. McMillan?
The 1,344 share units are bookkeeping units each equal in value to one AEO common share. They represent dividend equivalent rights that accrued on previously awarded share units and become payable when McMillan’s service as a director ends.

Did Cary D. McMillan buy or sell AEO common stock in this Form 4 filing?
No common stock purchase or sale is reported; McMillan received 1,344 share units as a grant. These are derivative share units, not an open-market trade, and reflect accrued dividend equivalent rights tied to earlier share-unit awards at American Eagle Outfitters.

When do Cary D. McMillan’s AEO share units become payable?
The reported share units become payable upon McMillan’s termination of service as a director. Until then, they remain as bookkeeping units, each economically equivalent to one share of American Eagle Outfitters common stock and including amounts from dividend-related accruals.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
MCMILLAN CARY D
(Last)(First)(Middle)
225 WEST WACKER DRIVE - SUITE 1600
(Street)
CHICAGO ILLINOIS 60606
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
AMERICAN EAGLE OUTFITTERS INC [ AEO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Share Units(1)07/24/2026A1,344(2) (1) (1)Common Stock, without par value1,344$0.0000184,173(3)D
Explanation of Responses:
1. Each share unit has the economic equivalent of one share of common stock. The share units become payable upon the reporting person's termination of service as a director.
2. Shares represent dividend equivalent rights accrued on previously awarded share units.
3. Total includes share units acquired pursuant to a special dividend and accrued dividend equivalent rights.
Robert J. Tannous, Attorney-in-Fact07/28/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR