AEO HR chief exercises RSUs, pays taxes in stock

American Eagle Outfitters EVP–CHRO Marisa Baldwin reported compensation-related equity activity.

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Form Type

Rhea-AI Filing Summary

American Eagle Outfitters EVP–CHRO Marisa Baldwin reported compensation-related equity activity. She exercised restricted stock units and related dividend equivalent rights into 8,228 shares of common stock. To cover tax obligations, 4,201 shares were withheld at $16.84 per share. Following these transactions, she directly owns 52,037 shares of American Eagle Outfitters common stock.

Insider Trade Summary

8,228 shares exercised/converted

Exercise 5 txns

Insider Baldwin Marisa

Role EVP - CHRO

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	342	$0.00	$0.00
Exercise	Restricted Stock Unit	5,191	$0.00	$0.00
Exercise	Restricted Stock Unit	2,695	$0.00	$0.00
Exercise	Common Stock, without par value	8,228	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock, without par value	4,201	$16.84	$71K

Holdings After Transaction: Dividend Equivalent Rights — 523 contracts (Direct); Restricted Stock Unit — 13,077 contracts (Direct); Common Stock, without par value — 52,037 shares (Direct)

Footnotes (3)

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.
F2. Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock.
F3. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.

Key Figures

Shares acquired via equity award settlement: 8,228 shares Shares withheld for taxes: 4,201 shares Post-transaction common shares held: 52,037 shares +3 more

6 metrics

Shares acquired via equity award settlement 8,228 shares Common stock from RSUs and dividend equivalent rights on 2026-04-02

Shares withheld for taxes 4,201 shares Tax-withholding disposition at $16.84 per share on 2026-04-02

Post-transaction common shares held 52,037 shares Direct ownership after transactions on 2026-04-02

Dividend equivalent rights exercised 342 units Each right economically equivalent to one common share

RSUs converted (2028 expiration grant) 5,191 units Restricted Stock Units with stated expiration 2028-04-02

RSUs converted (2027 expiration grant) 2,695 units Restricted Stock Units with stated expiration 2027-04-04

Key Terms

Dividend Equivalent Rights, Restricted Stock Unit, tax-withholding disposition, contingent right to receive one share, +1 more

5 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.

vest in three equal annual installments financial

"The restricted stock units vest in three equal annual installments…"

FAQ

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

What did AEO executive Marisa Baldwin report in this Form 4?

Marisa Baldwin reported equity compensation activity, not open-market trading. She exercised restricted stock units and dividend equivalent rights into 8,228 American Eagle Outfitters shares, with a portion of those shares withheld to satisfy tax obligations related to the vesting event.

How many American Eagle (AEO) shares did Marisa Baldwin acquire?

She acquired 8,228 shares of American Eagle Outfitters common stock through the exercise of restricted stock units and related dividend equivalent rights. These transactions reflect the settlement of previously granted equity awards rather than an open-market purchase of additional company shares.

How many American Eagle (AEO) shares were withheld for taxes?

A total of 4,201 shares of American Eagle Outfitters common stock were withheld at $16.84 per share. This tax-withholding disposition settled obligations arising from the vesting and conversion of her equity awards, rather than representing a discretionary sale into the open market.

What are dividend equivalent rights mentioned in the AEO Form 4?

Dividend equivalent rights accrue on previously awarded restricted stock units and mirror cash dividends on an economic basis. Each right is the economic equivalent of one share of American Eagle Outfitters common stock and vests proportionately with the related restricted stock units over the vesting schedule.

How many AEO shares does Marisa Baldwin hold after these transactions?

After completing the vesting and related tax withholding, Marisa Baldwin directly holds 52,037 shares of American Eagle Outfitters common stock. This figure reflects her post-transaction ownership reported in the filing and provides context for the scale of the compensation-related equity activity.

How do Marisa Baldwin’s restricted stock units in AEO vest over time?

Her restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock when the applicable vesting conditions are satisfied.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/06/2026 - 04:54 PM EDT

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^*

Baldwin Marisa

(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 - CHRO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, without par value	04/02/2026		M		8,228	A	$0.0000	56,238	D
Common Stock, without par value	04/02/2026		F		4,201	D	$16.84	52,037	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽¹⁾	04/02/2026		M			342	⁽¹⁾	⁽¹⁾	Common Stock, without par value	342	$0.0000	523	D
Restricted Stock Unit	⁽²⁾	04/02/2026		M			5,191	⁽³⁾	04/02/2028	Common Stock, without par value	5,191	$0.0000	10,382	D
Restricted Stock Unit	⁽²⁾	04/02/2026		M			2,695	⁽³⁾	04/04/2027	Common Stock, without par value	2,695	$0.0000	2,695	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)

Source: View Original Filing on SEC EDGAR