STOCK TITAN

AEO (AEO) CEO Schottenstein exercises stock units and withholds shares for taxes

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

Rhea-AI Filing Summary

American Eagle Outfitters’ Executive Chairman & CEO Jay L. Schottenstein exercised equity awards and had shares withheld for taxes. On April 2, 2026, he converted 3,307 dividend equivalent rights and two blocks of restricted stock units totaling 76,054 units into 79,361 shares of common stock at a conversion price of $0.00 per share. To cover tax obligations, 31,610 shares of common stock were disposed of at $16.84 per share through tax withholding, a non–open-market transaction. Following these transactions, he held 2,272,971 shares of common stock directly, with additional indirect holdings reported through Schottenstein SEI, LLC, SEI, Inc. and various family trusts.

Positive

  • None.

Negative

  • None.
Insider SCHOTTENSTEIN JAY L
Role Exec Chairman & CEO
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 3,307 $0.00 --
Exercise Restricted Stock Unit 50,066 $0.00 --
Exercise Restricted Stock Unit 25,988 $0.00 --
Exercise Common Stock, without par value 79,361 $0.00 --
Tax Withholding Common Stock, without par value 31,610 $16.84 $532K
holding Common Stock, without par value -- -- --
holding Common Stock, without par value -- -- --
holding Common Stock, without par value -- -- --
Holdings After Transaction: Dividend Equivalent Rights — 5,047 shares (Direct); Restricted Stock Unit — 100,132 shares (Direct); Common Stock, without par value — 2,304,581 shares (Direct); Common Stock, without par value — 2,611,235 shares (Indirect, By Schottenstein SEI, LLC)
Footnotes (1)
  1. Shares owned by trusts as to which Mr. Schottenstein or his spouse serve as trustee of various family trusts. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of American Eagle Outfitters common stock. Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.
Awards exercised into shares 79,361 shares Common stock from dividend equivalent rights and RSUs on April 2, 2026
Tax-withholding shares 31,610 shares Shares withheld at $16.84 to cover tax obligations
Tax-withholding price $16.84 per share Value used for F-code tax-withholding disposition
Direct common stock holdings 2,272,971 shares Direct AEO common stock held after transactions
Indirect holdings via Schottenstein SEI, LLC 2,611,235 shares Indirect AEO common stock reported as held by Schottenstein SEI, LLC
Indirect holdings via SEI, Inc. 2,971,202 shares Indirect AEO common stock reported as held by SEI, Inc.
Indirect holdings via trusts 6,386,995 shares Indirect AEO common stock held by various family trusts
Derivative exercise price $0.00 per unit Conversion price for RSUs and dividend equivalent rights
Dividend Equivalent Rights financial
"The dividend equivalent rights accrued on previously awarded restricted stock 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.
Restricted Stock Unit financial
"Each restricted stock unit represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"
vest in three equal annual installments financial
"The restricted stock units vest in three equal annual installments"
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*
SCHOTTENSTEIN JAY L

(Last)(First)(Middle)
4300 E. FIFTH AVE.

(Street)
COLUMBUS OHIO 43219

(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
XOfficer (give title below)Other (specify below)
Exec Chairman & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026
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
Common Stock, without par value04/02/2026M79,361A$0.00002,304,581D
Common Stock, without par value04/02/2026F31,610D$16.842,272,971D
Common Stock, without par value2,611,235IBy Schottenstein SEI, LLC
Common Stock, without par value2,971,202IBy SEI, Inc.
Common Stock, without par value6,386,995IBy Trusts(1)
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
Dividend Equivalent Rights(2)04/02/2026M3,307 (2) (2)Common Stock, without par value3,307$0.00005,047D
Restricted Stock Unit(3)04/02/2026M50,066 (4)04/02/2028Common Stock, without par value50,066$0.0000100,132D
Restricted Stock Unit(3)04/02/2026M25,988 (4)04/04/2027Common Stock, without par value25,988$0.000025,989D
Explanation of Responses:
1. Shares owned by trusts as to which Mr. Schottenstein or his spouse serve as trustee of various family trusts.
2. The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of American Eagle Outfitters common stock.
3. Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock.
4. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.
Robert J. Tannous, Attorney-in-Fact04/06/2026
** 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)