AEO legal chief exercises RSUs, shares withheld

AMERICAN EAGLE OUTFITTERS INC EVP & Chief Legal Officer Beth M. Henke exercised equity awards that converted into common stock and triggered routine tax withholding.

Rhea-AI Filing Summary

AMERICAN EAGLE OUTFITTERS INC EVP & Chief Legal Officer Beth M. Henke exercised equity awards that converted into common stock and triggered routine tax withholding. She exercised 96 Dividend Equivalent Rights and 4,042 Restricted Stock Units into a total of 4,138 shares of common stock.

To cover tax liabilities, 1,262 common shares were disposed of at $16.09 per share through a tax-withholding transaction, which is not an open-market sale. After these transactions, Henke directly held 17,175 shares of American Eagle Outfitters common stock.

Insider Trade Summary

4,138 shares exercised/converted

Exercise 4 txns

Insider Henke Beth M

Role EVP & Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	96	$0.00	$0.00
Exercise	Restricted Stock Unit	4,042	$0.00	$0.00
Exercise	Common Stock, without par value	4,138	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, without par value	1,262	$16.09	$20K

Holdings After Transaction: Dividend Equivalent Rights — 520 contracts (Direct); Restricted Stock Unit — 0 contracts (Direct); Common Stock, without par value — 17,175 shares (Direct)

Footnotes (2)

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.

Key Figures

Dividend Equivalent Rights exercised: 96 units Restricted Stock Units exercised: 4,042 units Common shares acquired from exercises: 4,138 shares +3 more

6 metrics

Dividend Equivalent Rights exercised 96 units Converted into common stock on 2026-03-30

Restricted Stock Units exercised 4,042 units Converted into common stock on 2026-03-30

Common shares acquired from exercises 4,138 shares Total underlying common stock received

Shares withheld for taxes 1,262 shares Tax-withholding disposition at $16.09 per share

Tax-withholding price $16.09 per share Price used for F-code disposition

Shares held after transactions 17,175 shares Direct ownership of common stock after 2026-03-30

Key Terms

Dividend Equivalent Rights, Restricted Stock Unit, tax-withholding disposition, derivative exercise/conversion

4 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.

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 Beth M. Henke report in this Form 4?

Beth M. Henke reported exercises of Dividend Equivalent Rights and Restricted Stock Units that converted into 4,138 shares of American Eagle Outfitters common stock, plus a related tax-withholding share disposition. These actions reflect routine equity compensation activity rather than open-market trading.

How many AEO shares did Beth Henke acquire through equity award exercises?

Beth Henke acquired 4,138 shares of AMERICAN EAGLE OUTFITTERS common stock through exercising 96 Dividend Equivalent Rights and 4,042 Restricted Stock Units. Each right or unit corresponds to one share, as described in the footnotes explaining the nature of these equity awards.

What was the purpose of the 1,262 AEO shares disposed by Beth Henke?

The 1,262 shares of American Eagle Outfitters common stock were disposed of to satisfy tax liabilities related to the equity award vesting. The transaction used code F, indicating a tax-withholding disposition rather than an open-market sale, at a reported price of $16.09 per share.

How many AEO shares does Beth Henke hold after these transactions?

Following the reported transactions, Beth Henke directly holds 17,175 shares of American Eagle Outfitters common stock. This figure reflects the new balance after exercising equity awards and the separate tax-withholding share disposition recorded in the Form 4 filing.

What are Dividend Equivalent Rights and RSUs in the AEO Form 4?

Dividend Equivalent Rights are awards economically equivalent to one share of common stock and accrue on RSUs, while each Restricted Stock Unit represents a contingent right to one share. Both types convert into American Eagle Outfitters common stock upon vesting or exercise, as described in the footnotes.

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

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Accepted by SEC EDGAR 04/01/2026 - 04:27 PM EDT 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^*

Henke Beth M

(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 & Chief Legal Officer

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		4,138	A	$0.0000	18,437	D
Common Stock, without par value	03/30/2026		F		1,262	D	$16.09	17,175	D

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			96	(1)	(1)	Common Stock, without par value	96	$0.0000	520	D
Restricted Stock Unit	(2)	03/30/2026		M			4,042	03/30/2026	03/30/2026	Common Stock, without par value	4,042	$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.

	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)