American Eagle (NYSE: AEO) director adds 936 dividend share units

Rhea-AI Filing Summary

American Eagle Outfitters director Cary D. McMillan reported an automatic increase in equity-based director compensation. On 01/23/2026, he acquired 936 share units at a price of $0.0000 per unit, which represent dividend-equivalent rights on previously awarded share units. Each share unit has the economic equivalent of one share of American Eagle common stock and becomes payable when he terminates service as a director.

Following this transaction, McMillan beneficially owns 181,562 share units on a direct basis. This total includes units received from a prior special dividend and accrued dividend-equivalent rights.

SEC Form 4

FORM 4

UNITED 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

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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 IL 60606

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. 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 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Units	(1)	01/23/2026		A		936(2)		(1)	(1)	Common Stock, without par value	936	$0.0000	181,562(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-Fact	01/26/2026
	** 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 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.

FAQ

What insider transaction did AEO director Cary D. McMillan report?

Cary D. McMillan reported acquiring 936 share units of American Eagle Outfitters on 01/23/2026, coded as an "A" (acquisition) transaction at a price of $0.0000 per unit.

What are the share units reported by AEO director Cary D. McMillan?

The reported share units each have the economic equivalent of one share of AEO common stock and become payable when McMillan’s service as a director ends.

Why did Cary D. McMillan receive 936 AEO share units?

The 936 share units represent dividend equivalent rights that accrued on previously awarded share units, effectively mirroring dividends that would have been paid on underlying shares.

How many AEO share units does Cary D. McMillan hold after this transaction?

After the 936-unit acquisition, Cary D. McMillan beneficially owns 181,562 share units of American Eagle Outfitters, held as direct ownership.

Does this AEO Form 4 involve a sale of common stock?

No. The Form 4 shows an acquisition of derivative share units with a price of $0.0000, tied to dividend equivalents, rather than an open-market sale of AEO common stock.

What else is included in Cary D. McMillan’s reported AEO share unit total?

The reported total of 181,562 share units includes units acquired from a special dividend and additional accrued dividend equivalent rights.