AEO (NYSE: AEO) EVP Marisa Baldwin awarded 133 dividend equivalent rights

Rhea-AI Filing Summary

American Eagle Outfitters (AEO) executive Marisa Baldwin, EVP and Chief Human Resources Officer, reported an award of dividend equivalent rights tied to existing equity grants. On January 23, 2026, she acquired 133 dividend equivalent rights at a price of $0.0000 per right, increasing her holdings of these derivative securities to 1,206 in total.

The filing explains that these dividend equivalent rights accrue on previously awarded restricted stock units and vest in step with those units. Each right is described as being economically equivalent to one share of American Eagle Outfitters common stock, meaning they mirror the value of the company’s stock without being actual shares at the time of grant.

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

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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^*

Baldwin Marisa

(Last) (First) (Middle)

77 HOT METAL STREET

(Street)

PITTSBURGH PA 15203

(City) (State) (Zip)

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 - CHRO

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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)	01/23/2026		A		133		(1)	(1)	Common Stock, without par value	133	$0.0000	1,206	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.

	Robert J. Tannous, Attorney-in-Fact	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did AEO executive Marisa Baldwin report on this Form 4?

Marisa Baldwin, EVP and CHRO of American Eagle Outfitters (AEO), reported acquiring 133 dividend equivalent rights on January 23, 2026 at a price of $0.0000 per right.

What are the dividend equivalent rights reported in AEO's Form 4 for Marisa Baldwin?

The filing states that the dividend equivalent rights accrue on previously awarded restricted stock units and vest proportionately with those units. Each right is the economic equivalent of one share of American Eagle Outfitters common stock.

How many derivative securities does Marisa Baldwin hold after this AEO transaction?

After acquiring 133 dividend equivalent rights, Marisa Baldwin beneficially owns 1,206 such derivative securities, held with direct ownership.

Does the AEO Form 4 indicate these dividend equivalent rights were purchased for cash?

No cash consideration is indicated; the Form 4 shows a transaction price of $0.0000 per dividend equivalent right, consistent with an accrual associated with existing restricted stock units.

How do the reported dividend equivalent rights relate to AEO restricted stock units?

According to the footnote, the dividend equivalent rights accrued on previously awarded RSUs and will vest proportionately with the RSUs to which they relate, aligning their value and timing with the underlying equity awards.