AEO executive exercises RSUs, 1,911 shares withheld

American Eagle Outfitters executive Beth M. Henke exercised equity awards and had shares withheld for taxes.

Rhea-AI Filing Summary

American Eagle Outfitters executive Beth M. Henke exercised equity awards and had shares withheld for taxes. On April 2, 2026, she exercised dividend equivalent rights and restricted stock units that were economically equivalent to a total of 6,265 shares of common stock at an exercise price of $0.00 per share. These awards, including dividend equivalents that vest with the underlying RSUs, converted into common stock as part of her compensation program. To cover tax obligations on this vesting, 1,911 shares of common stock were automatically withheld at $16.84 per share. After these routine compensation-related transactions and tax withholding, she directly owned 21,529 shares of American Eagle Outfitters common stock.

Insider Trade Summary

6,265 shares exercised/converted

Exercise 5 txns

Insider Henke Beth M

Role EVP & Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	142	$0.00	$0.00
Exercise	Restricted Stock Unit	3,997	$0.00	$0.00
Exercise	Restricted Stock Unit	2,126	$0.00	$0.00
Exercise	Common Stock, without par value	6,265	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, without par value	1,911	$16.84	$32K

Holdings After Transaction: Dividend Equivalent Rights — 378 contracts (Direct); Restricted Stock Unit — 10,119.76 contracts (Direct); Common Stock, without par value — 21,529 shares (Direct)

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 award exercises: 6,265 shares Tax withholding shares: 1,911 shares Withholding price: $16.84 per share +4 more

7 metrics

Shares from award exercises 6,265 shares Common stock acquired via dividend equivalents and RSU exercises on April 2, 2026

Tax withholding shares 1,911 shares Common stock withheld to cover taxes on April 2, 2026

Withholding price $16.84 per share Price used for tax-withholding disposition of 1,911 shares

Post-transaction holdings 21,529 shares Direct ownership of AEO common stock after transactions

Dividend equivalent rights exercised 142 units Dividend equivalent rights converting into common stock equivalents

RSU tranche exercised (2028 expiry) 3,997 units Restricted stock units converting into common stock, expire April 2, 2028

RSU tranche exercised (2027 expiry) 2,126 units Restricted stock units converting into common stock, expire April 4, 2027

Key Terms

Dividend Equivalent Rights, restricted stock unit, vest in three equal annual installments, Exercise or conversion of derivative security, +1 more

5 terms

Dividend Equivalent Rights financial

"The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs) which vest proportionately with the 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 of American Eagle Outfitters common stock."

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.

vest in three equal annual installments financial

"The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant."

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description": "Payment of exercise price or tax liability by delivering securities""

FAQ

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

What did AEO executive Beth M. Henke report in this Form 4 filing?

Beth M. Henke reported the exercise of equity awards that converted into common stock and related tax withholding. She exercised dividend equivalent rights and restricted stock units, then had some shares withheld to satisfy taxes, resulting in updated direct ownership of American Eagle Outfitters common stock.

How many American Eagle (AEO) shares did Beth M. Henke acquire through equity award exercises?

She exercised awards economically equivalent to 6,265 shares of American Eagle common stock at an exercise price of $0.00 per share. These included dividend equivalent rights and restricted stock units that vest over time as part of her compensation package with the company.

How many AEO shares were withheld for Beth M. Henke’s taxes in this transaction?

A total of 1,911 shares of American Eagle common stock were withheld to cover tax liabilities. The withholding occurred at a price of $16.84 per share and reflects a non-market disposition, rather than an open-market sale by the executive.

What is Beth M. Henke’s direct ownership in American Eagle (AEO) after these Form 4 transactions?

Following the equity award exercises and tax withholding, Beth M. Henke directly owned 21,529 shares of American Eagle Outfitters common stock. This updated holding reflects the net shares remaining after converting derivative awards and the automatic share withholding for tax obligations.

What are dividend equivalent rights and restricted stock units mentioned in AEO’s Form 4?

Dividend equivalent rights accrue on restricted stock units and mirror common stock dividends, each equal to one share economically. Restricted stock units are contingent rights to receive common shares that typically vest in installments, aligning executive compensation with company performance over multiple years.

Were Beth M. Henke’s Form 4 transactions in AEO shares open-market buys or sells?

No, the Form 4 shows derivative exercises and tax withholding, not open-market trades. Shares were acquired by converting dividend equivalent rights and RSUs, and a portion was automatically withheld by the company to pay tax obligations on the vesting events.

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

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Accepted by SEC EDGAR 04/06/2026 - 04:54 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^*

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)
04/02/2026

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	04/02/2026		M		6,265	A	$0.0000	23,440	D
Common Stock, without par value	04/02/2026		F		1,911	D	$16.84	21,529	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)	04/02/2026		M			142	(1)	(1)	Common Stock, without par value	142	$0.0000	378	D
Restricted Stock Unit	(2)	04/02/2026		M			3,997	(3)	04/02/2028	Common Stock, without par value	3,997	$0.0000	7,993.34	D
Restricted Stock Unit	(2)	04/02/2026		M			2,126	(3)	04/04/2027	Common Stock, without par value	2,126	$0.0000	2,126.42	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	04/06/2026
	** 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)