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American Eagle (NYSE: AEO) brand president vests RSUs, withholds shares for taxes

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

AMERICAN EAGLE OUTFITTERS INC Global Brand President-aerie Jennifer M. Foyle reported routine equity compensation activity involving restricted stock units and related awards. She exercised dividend equivalent rights and restricted stock units that together delivered 23,161 shares of common stock at an exercise price of $0.00 per share.

To satisfy tax obligations from this vesting, 12,809 shares of common stock were disposed of through a tax-withholding transaction at $16.09 per share, rather than through an open-market sale. Following these transactions, Foyle directly holds 298,079 shares of American Eagle Outfitters common stock.

Positive

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Insider Foyle Jennifer M.
Role Global Brand President-aerie
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 1,900 $0.00 --
Exercise Restricted Stock Unit 21,261 $0.00 --
Exercise Common Stock, without par value 23,161 $0.00 --
Tax Withholding Common Stock, without par value 12,809 $16.09 $206K
Holdings After Transaction: Dividend Equivalent Rights — 4,452 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Stock, without par value — 310,888 shares (Direct)
Footnotes (1)
  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. 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.
Dividend equivalent rights exercised 1,900 units Converted into common stock on March 30, 2026
Restricted stock units exercised 21,261 units Converted into common stock on March 30, 2026
Common shares acquired from awards 23,161 shares Common stock received via derivative exercises
Shares withheld for taxes 12,809 shares Tax-withholding disposition at $16.09 per share
Tax-withholding price $16.09 per share Value used for shares withheld on March 30, 2026
Shares held after transactions 298,079 shares Direct common stock ownership after March 30, 2026
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.
vest in three equal annual installments financial
"The restricted stock units vest in three equal annual installments..."
Form 4 Insider Transactions: What Each Field Means →
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*
Foyle Jennifer M.
(Last)(First)(Middle)
AMERICAN EAGLE OUTFITTERS, INC.
401 5TH AVE.
(Street)
NEW YORK NEW YORK 10016
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Global Brand President-aerie
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 value03/30/2026M23,161A$0.0000310,888D
Common Stock, without par value03/30/2026F12,809D$16.09298,079D
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(1)03/30/2026M1,900 (1) (1)Common Stock, without par value1,900$0.00004,452D
Restricted Stock Unit(2)03/30/2026M21,261 (3)03/30/2026Common Stock, without par value21,261$0.00000.0000D
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-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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did AEO executive Jennifer Foyle report on this Form 4?

Jennifer Foyle reported exercising equity awards that delivered 23,161 shares of American Eagle Outfitters common stock. These shares came from vested restricted stock units and related dividend equivalent rights, reflecting routine equity compensation rather than an open-market stock purchase or sale.

How many American Eagle (AEO) shares does Jennifer Foyle hold after this Form 4?

After the reported transactions, Jennifer Foyle directly holds 298,079 shares of American Eagle Outfitters common stock. This figure reflects shares received from vested awards, reduced by shares withheld to cover related tax obligations on the vesting event.

Were any American Eagle (AEO) shares sold on the open market in this filing?

No open-market sales are reported. The only disposition is a tax-withholding transaction where 12,809 shares were surrendered at $16.09 per share to cover tax liabilities tied to the vesting of equity awards, not a discretionary market sale.

What equity awards did Jennifer Foyle exercise in this AEO Form 4?

She exercised dividend equivalent rights on 1,900 units and 21,261 restricted stock units, all converting into American Eagle common stock at an exercise price of $0.00 per share, consistent with typical restricted stock unit vesting mechanics.

What does the tax-withholding disposition mean in Jennifer Foyle’s AEO filing?

The tax-withholding disposition reflects 12,809 shares of common stock delivered at $16.09 per share to cover taxes triggered by vesting. This is an automatic mechanism to pay tax obligations and is not considered an open-market sale decision.