AEO SVP exercises awards, 1,785 shares withheld for tax

AMERICAN EAGLE OUTFITTERS INC senior vice president, controller and chief accounting officer James H. Keefer Jr. reported routine equity compensation activity.

Rhea-AI Filing Summary

AMERICAN EAGLE OUTFITTERS INC senior vice president, controller and chief accounting officer James H. Keefer Jr. reported routine equity compensation activity. On April 2, 2026, he exercised dividend equivalent rights and restricted stock units into common stock and had shares withheld for taxes.

He acquired 6,265 shares of common stock through derivative exercises and 260 dividend equivalent rights, along with RSU conversions of 3,953 and 2,052 units, each representing the right to receive one share. To satisfy tax obligations, 1,785 shares of common stock were withheld at $16.84 per share, leaving him with 28,486 common shares held directly after the transactions.

Insider Trade Summary

6,265 shares exercised/converted

Exercise 5 txns

Insider Keefer James H JR

Role SVP, Controller & CAO

Type	Security	Shares	Price	Value
Exercise	Dividend Equivalent Rights	260	$0.00	$0.00
Exercise	Restricted Stock Unit	3,953	$0.00	$0.00
Exercise	Restricted Stock Unit	2,052	$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	1,785	$16.84	$30K

Holdings After Transaction: Dividend Equivalent Rights — 398 contracts (Direct); Restricted Stock Unit — 9,956 contracts (Direct); Common Stock, without par value — 28,486 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

Common shares acquired via exercise: 6,265 shares Tax-withheld shares: 1,785 shares Tax withholding price: $16.84 per share +4 more

7 metrics

Common shares acquired via exercise 6,265 shares Derivative exercises into common stock on April 2, 2026

Tax-withheld shares 1,785 shares Shares withheld to cover tax obligations

Tax withholding price $16.84 per share Value used for tax-withholding disposition

Post-transaction common holdings 28,486 shares Direct AEO common stock held after all transactions

Dividend equivalent rights exercised 260 rights Each right economically equivalent to one common share

RSUs converted (grant 1) 3,953 units Restricted stock units converting into common stock

RSUs converted (grant 2) 2,052 units Additional restricted stock units converting into common stock

Key Terms

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

5 terms

Dividend Equivalent Rights financial

"The dividend equivalent rights accrued on previously awarded restricted stock units"

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.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

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 James H. Keefer Jr. report on this Form 4?

He reported routine equity compensation activity, exercising derivative awards into common stock and having shares withheld to cover taxes. These transactions reflect vesting of previously granted awards rather than open-market buying or selling of American Eagle Outfitters (AEO) shares.

How many American Eagle Outfitters (AEO) shares did Keefer acquire in this filing?

He acquired 6,265 shares of AEO common stock through derivative exercises, plus underlying shares from 3,953 and 2,052 restricted stock units and 260 dividend equivalent rights. These awards convert into common stock as part of his compensation package.

How many AEO shares were withheld for taxes in Keefer’s Form 4?

A total of 1,785 AEO common shares were withheld to satisfy tax obligations, valued at $16.84 per share. This tax-withholding disposition uses stock instead of cash and is not an open-market sale by the executive.

What are dividend equivalent rights mentioned in AEO’s Form 4 filing?

Dividend equivalent rights are awards that mirror dividends on underlying shares and are economically equivalent to AEO common stock. In this filing, 260 dividend equivalent rights tied to previously awarded restricted stock units were exercised into the right to receive common shares.

What are restricted stock units (RSUs) in the AEO filing for James Keefer?

Each restricted stock unit represents a contingent right to receive one AEO common share. The RSUs referenced here vest in three equal annual installments beginning on the first anniversary of the grant date, and vesting triggered the reported conversions into common stock.

How many AEO common shares does Keefer hold directly after these transactions?

After the reported exercises and tax withholding, James H. Keefer Jr. directly holds 28,486 shares of American Eagle Outfitters common stock. This reflects his updated equity stake following the routine vesting of compensation awards and related tax-share withholding.

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^*

Keefer James H JR

(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)
	SVP, Controller & CAO

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	30,271	D
Common Stock, without par value	04/02/2026		F		1,785	D	$16.84	28,486	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			260	(1)	(1)	Common Stock, without par value	260	$0.0000	398	D
Restricted Stock Unit	(2)	04/02/2026		M			3,953	(3)	04/02/2028	Common Stock, without par value	3,953	$0.0000	7,905	D
Restricted Stock Unit	(2)	04/02/2026		M			2,052	(3)	04/04/2027	Common Stock, without par value	2,052	$0.0000	2,051	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)