AEO Form 4: CFO Exercise at $12.33 and Sale at $20; 166,108 Shares Retained

Rhea-AI Filing Summary

American Eagle Outfitters (AEO) insider activity: Michael A. Mathias, Executive Vice President and Chief Financial Officer, reported option exercise and an offsetting sale on 09/16/2025. He exercised a stock option to acquire 40,471 shares at a $12.33 exercise price under a grant that vests one‑third per year beginning on the first anniversary of grant. The same number of shares (40,471) were sold that day at a reported price of $20. After these transactions the report lists 166,108 shares beneficially owned directly and 1,100 shares held indirectly in a spouse IRA.

Positive

• Option exercise disclosed with vesting schedule (one-third per year), indicating compensation plan functioning as designed
• Significant remaining direct ownership reported: 166,108 shares remain beneficially owned after the transactions
• Indirect holdings disclosed: 1,100 shares held in a spouse IRA, showing additional family-level alignment

Negative

• Insider sale of 40,471 shares occurred on 09/16/2025 at a reported price of $20
• Immediate sale after exercise could be interpreted by some investors as partial monetization of equity compensation

Insights

Securities Analyst

TL;DR: CFO exercised vested options and immediately sold the exercised shares, leaving a substantial remaining direct stake.

The filing shows a routine option vesting event where 40,471 options vested and were exercised at $12.33, followed by an immediate sale of 40,471 shares at $20 on 09/16/2025. This is consistent with scheduled vesting and monetization of equity compensation rather than ad hoc grants. The filing discloses 166,108 shares held directly post-transaction and 1,100 indirectly via a spouse IRA, which keeps the executive materially invested in the company.

Corporate Governance Expert

TL;DR: Transaction appears procedural under standard vesting; documentation includes an attorney-in-fact signature.

The Form 4 documents an option vesting schedule (one-third per year) and subsequent exercise and sale on the same date. The filing is signed by an attorney-in-fact, indicating administrative handling. No amendments, unusual codes, or off-market instruments are reported. The presence of indirect holdings (spouse IRA) is appropriately disclosed.

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
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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^*

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)
09/16/2025

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
Common Stock, without par value	09/16/2025		M		40,471	A	$12.33	166,108	D
Common Stock, without par value	09/16/2025		S		40,471	D	$20	125,637	D
Common Stock, without par value								1,100	I	Spouse IRA

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
Stock Option - Right to Buy	$12.33	09/16/2025		M			40,471	(1)	06/04/2027	Common Stock, without par value	40,471	$0.0000	0.0000	D

Explanation of Responses:

1. Option vested 1/3 per year beginning on the first anniversary of the date of grant.

	Robert J. Tannous, Attorney-in-Fact	09/17/2025
	** 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.
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FAQ

What transactions did AEO CFO Michael Mathias report on Form 4?

The report discloses an exercise of 40,471 stock options at $12.33 and a contemporaneous sale of 40,471 shares at $20, both dated 09/16/2025.

How many AEO shares does Michael Mathias beneficially own after the reported transactions?

The Form 4 states 166,108 shares are beneficially owned directly after the transactions, plus 1,100 indirectly in a spouse IRA.

Was the option vesting schedule disclosed for the exercised options?

Yes. The explanation notes the option vested one-third per year beginning on the first anniversary of the grant.

Were the Form 4 signatures and filing dates provided?

Yes. The form is dated with the attorney-in-fact signature by Robert J. Tannous on 09/17/2025.

What type of ownership is reported for the spouse IRA holdings?

The spouse IRA is listed as indirect ownership of 1,100 shares.