AEO CFO exercises RSUs; shares withheld for taxes

American Eagle Outfitters EVP and CFO Michael A. Mathias reported routine equity compensation activity.

Rhea-AI Filing Summary

American Eagle Outfitters EVP and CFO Michael A. Mathias reported routine equity compensation activity. He exercised dividend equivalent rights and restricted stock units, converting 8,824 shares of awards into common stock on March 30, 2026.

Of the acquired shares, 3,904 shares of common stock were disposed of at $16.09 per share to satisfy tax obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, he held 129,397 common shares directly and 1,100 shares indirectly through a spouse IRA. Footnotes explain that each restricted stock unit and dividend equivalent right represents the economic equivalent of one share and that the RSUs vest in three equal annual installments.

Insider Trade Summary

8,824 shares exercised/converted

Exercise 5 txns

Insider Mathias Michael A.

Role EVP and CFO

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	725	$0.00	$0.00
Exercise	Restricted Stock Unit	8,099	$0.00	$0.00
Exercise	Common Stock, without par value	8,824	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, without par value	3,904	$16.09	$63K
holding	Common Stock, without par value	--	--	--

Holdings After Transaction: Dividend Equivalent Rights — 1,645 contracts (Direct); Restricted Stock Unit — 0 contracts (Direct); Common Stock, without par value — 129,397 shares (Direct); Common Stock, without par value — 1,100 shares (Indirect, Spouse IRA)

Footnotes (3)

1. F1. 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.
2. F2. Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock.
3. F3. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.

Key Figures

Shares from exercised awards: 8,824 shares Tax-withheld shares: 3,904 shares Tax-withholding price: $16.09 per share +4 more

7 metrics

Shares from exercised awards 8,824 shares Common stock acquired via derivative exercises on March 30, 2026

Tax-withheld shares 3,904 shares Common stock delivered for tax obligations at $16.09 per share

Tax-withholding price $16.09 per share Price used for tax-withholding disposition of 3,904 shares

Direct holdings after transactions 129,397 shares Common stock held directly by CFO after March 30, 2026 activity

Indirect holdings (spouse IRA) 1,100 shares Common stock held indirectly through spouse IRA after transactions

Dividend equivalent rights exercised 725 rights Dividend equivalent rights converting into common stock on March 30, 2026

RSUs converted 8,099 units Restricted stock units exercised into common stock on March 30, 2026

Key Terms

Dividend Equivalent Rights, Restricted Stock Unit, tax-withholding disposition, Spouse IRA, +1 more

5 terms

Dividend Equivalent Rights financial

"The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs)..."

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.

Spouse IRA financial

"Common Stock, without par value ... nature_of_ownership: Spouse IRA"

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

FAQ

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

What did AEO EVP and CFO Michael Mathias report in this Form 4?

He reported routine equity compensation activity, exercising awards into 8,824 shares of American Eagle Outfitters common stock and a related tax-withholding disposition of shares to cover taxes on March 30, 2026.

How many American Eagle (AEO) shares does the CFO hold after these transactions?

After the reported activity, Michael Mathias directly held 129,397 shares of American Eagle common stock and indirectly held 1,100 shares through a spouse IRA, reflecting his ongoing equity stake in the company.

Were any of the AEO CFO’s transactions open-market sales or purchases?

No open-market buys or sells were reported. The filing shows derivative exercises/conversions and a tax-withholding disposition of 3,904 shares at $16.09 per share, used to satisfy tax obligations on vested equity awards.

What are dividend equivalent rights in this AEO Form 4 filing?

The filing states each dividend equivalent right is the economic equivalent of one share of American Eagle common stock and accrues on previously awarded RSUs, vesting proportionately with the underlying restricted stock units.

How do the AEO restricted stock units for the CFO vest?

According to the footnotes, the restricted stock units vest in three equal annual installments, beginning on the first anniversary of the grant date, providing a time-based schedule for delivering common shares to the executive.

What type of disposition is reported at $16.09 per share in AEO stock?

The disposition of 3,904 shares at $16.09 per share is labeled as a tax-withholding disposition, meaning shares were delivered to cover tax liabilities on vested awards rather than sold in the open market.

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

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Accepted by SEC EDGAR 04/01/2026 - 04:27 PM Learn about SEC filing dates

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

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^*

Mathias Michael A.

(Last) (First) (Middle)

77 HOT METAL STREET

(Street)

PITTSBURGH PENNSYLVANIA 15203

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, without par value	03/30/2026		M		8,824	A	$0.0000	133,301	D
Common Stock, without par value	03/30/2026		F		3,904	D	$16.09	129,397	D
Common Stock, without par value								1,100	I	Spouse IRA

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
Dividend Equivalent Rights	(1)	03/30/2026		M			725	(1)	(1)	Common Stock, without par value	725	$0.0000	1,645	D
Restricted Stock Unit	(2)	03/30/2026		M			8,099	(3)	03/30/2026	Common Stock, without par value	8,099	$0.0000	0.0000	D

Explanation of Responses:

1. 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.

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 in three equal annual installments beginning on the first anniversary of the date of grant.

	Robert J. Tannous, Attorney-in-Fact	03/31/2026
	** 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.
* Form 4: SEC 1474 (03-26)