AEO (NYSE: AEO) CFO gains 259 dividend equivalent rights tied to RSUs

Rhea-AI Filing Summary

American Eagle Outfitters EVP and CFO Michael A. Mathias reported an automatic grant of dividend equivalent rights tied to his existing equity awards. On January 23, 2026, he acquired 259 dividend equivalent rights at a price of $0.0000 per right, bringing his total holdings of these derivative securities to 2,370.

These dividend equivalent rights accrue on previously awarded restricted stock units (RSUs) and vest proportionately with the underlying RSUs. Each right is described as the economic equivalent of one share of American Eagle Outfitters common stock, meaning they track the value of the company’s shares as the related RSUs vest over time.

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^*

Mathias Michael A.

(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 and CFO

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		259		(1)	(1)	Common Stock, without par value	259	$0.0000	2,370	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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transaction did AEO EVP and CFO Michael A. Mathias report?

Michael A. Mathias, EVP and CFO of American Eagle Outfitters (AEO), reported an automatic acquisition of 259 dividend equivalent rights on January 23, 2026.

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

The filing states that the dividend equivalent rights accrued on previously awarded RSUs and vest proportionately with those RSUs. Each right is the economic equivalent of one share of AEO common stock.

How many dividend equivalent rights does the AEO CFO hold after this transaction?

Following the reported transaction, the AEO EVP and CFO beneficially owns 2,370 dividend equivalent rights, all held as direct ownership.

Did the AEO CFO pay anything for the newly acquired dividend equivalent rights?

No. The Form 4 shows the 259 dividend equivalent rights were acquired at a price of $0.0000 per right, reflecting an automatic accrual rather than a purchase.

How do the dividend equivalent rights relate to AEO restricted stock units (RSUs)?

According to the footnote, the dividend equivalent rights accrue on previously awarded RSUs and vest proportionately with those RSUs, mirroring their vesting schedule.

Does this AEO Form 4 indicate any sale of shares by the CFO?

No sales are reported in the excerpt. The Form 4 shows only an acquisition of 259 dividend equivalent rights as a derivative security related to RSUs.