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AEO (AEO) CEO converts RSUs into 45,767 shares, 18,229 withheld for tax

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

Rhea-AI Filing Summary

AMERICAN EAGLE OUTFITTERS INC Executive Chairman & CEO Jay L. Schottenstein exercised equity awards into common stock and had shares withheld for taxes. On March 30, 2026, he converted 3,751 dividend equivalent rights and 42,016 restricted stock units into 45,767 shares of common stock at a stated exercise price of $0.00 per share.

Of these shares, 18,229 shares were disposed of at $16.09 per share to satisfy tax obligations, leaving him with 2,225,220 shares of common stock held directly. He also reports indirect holdings of 2,611,235 shares through Schottenstein SEI, LLC, 2,971,202 shares through SEI, Inc., and 6,386,995 shares held by trusts.

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Negative

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Insider SCHOTTENSTEIN JAY L
Role Exec Chairman & CEO
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 3,751 $0.00 --
Exercise Restricted Stock Unit 42,016 $0.00 --
Exercise Common Stock, without par value 45,767 $0.00 --
Tax Withholding Common Stock, without par value 18,229 $16.09 $293K
holding Common Stock, without par value -- -- --
holding Common Stock, without par value -- -- --
holding Common Stock, without par value -- -- --
Holdings After Transaction: Dividend Equivalent Rights — 8,354 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Stock, without par value — 2,243,449 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.
Shares acquired via conversions 45,767 shares Common stock from equity award conversions on March 30, 2026
Dividend equivalent rights converted 3,751 rights Each equal to one share of AEO common stock
Restricted stock units converted 42,016 RSUs Each RSU represents one share of AEO common stock
Shares withheld for taxes 18,229 shares Tax-withholding disposition at $16.09 per share
Price for tax-withholding shares $16.09 per share Used to satisfy exercise price or tax liability
Direct holdings after transactions 2,225,220 shares Common stock held directly by Jay L. Schottenstein
Indirect holdings via Schottenstein SEI, LLC 2,611,235 shares Common stock held indirectly
Trust-held shares 6,386,995 shares Owned by trusts with Mr. Schottenstein or spouse as trustee
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.
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..."
trusts financial
"Shares owned by trusts as to which Mr. Schottenstein or his spouse serve as trustee..."
A trust is a legal arrangement where one party (the trustee) holds and manages assets—like cash, stocks, property, or a pool of investments—on behalf of others (the beneficiaries). For investors it matters because trusts can package assets into a single, managed vehicle that may offer professional oversight, specific tax or estate benefits, and tradeable shares or units that change how you access, control, and receive income from those assets; think of it as a secure box managed for your financial benefit.
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)
03/30/2026
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 value03/30/2026M45,767A$0.00002,243,449D
Common Stock, without par value03/30/2026F18,229D$16.092,225,220D
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)03/30/2026M3,751 (2) (2)Common Stock, without par value3,751$0.00008,354D
Restricted Stock Unit(3)03/30/2026M42,016 (4)03/30/2026Common Stock, without par value42,016$0.00000.0000D
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-Fact03/31/2026
** 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)