Form 4: AEO Director Disposes of 40,000 Shares, Ownership Drops to Zero

Rhea-AI Filing Summary

Noel Joseph Spiegel, a director of American Eagle Outfitters (AEO), reported a sale of 40,000 shares of the company's common stock on 09/08/2025 at a price of $18.1214 per share. The Form 4 shows 0.0000 shares owned following the transaction, with ownership listed indirectly via a spouse IRA. The filing was signed by an attorney-in-fact on 09/09/2025.

Positive

• Timely disclosure: Form 4 was executed by attorney-in-fact on 09/09/2025, one day after the transaction, indicating prompt reporting.
• Clear transaction details: Date, number of shares, and transaction price are explicitly stated (40,000 shares at $18.1214).

Negative

• Insider disposal: A company director sold 40,000 shares, which may be interpreted negatively by some investors.
• Reported ownership reduced to zero: The Form shows 0.0000 shares owned following the transaction (indirect via spouse IRA), eliminating reported insider ownership per this filing.
• No explanatory context: The filing does not disclose whether the sale was under a Rule 10b5-1 plan or the reason for the disposition.

Insights

Financial Analyst

TL;DR: Director sold 40,000 AEO shares; sale reduces reported beneficial ownership to zero, but no other financial data disclosed.

The filing documents a straightforward open-market or private sale of 40,000 common shares at $18.1214 each on 09/08/2025. There are no accompanying derivative transactions or additional context such as proceeds allocation or a Rule 10b5-1 plan disclosed in this Form 4. From a financial perspective, the transaction provides a clear insider liquidity event but does not include company operating metrics or guidance to change earnings expectations.

Corporate Governance Expert

TL;DR: Director-level insider disposed of all reported indirect holdings; governance implications depend on context not provided in this filing.

The Form 4 shows the reporting person is a director and the sale resulted in reported beneficial ownership of 0.0000 shares, held indirectly via a spouse IRA prior to disposition. Such a complete exit by a director may raise governance questions for investors about alignment with shareholders, but the filing contains no explanation, no 10b5-1 plan checkbox indicated, and no accompanying disclosures about intent. Without additional context, the governance signal is incomplete.

Insider Trade Summary

Net Seller: 40,000 shares ($724,856)

Net Sell 1 txn

Insider Spiegel Noel Joseph

Role Director

Sold 40,000 shs ($725K)

Type	Security	Shares	Price	Value
Sale	Common Stock, without par value	40,000	$18.1214	$725K

Holdings After Transaction: Common Stock, without par value — 0 shares (Indirect, Spouse IRA)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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^*

Spiegel Noel Joseph

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		S		40,000	D	$18.1214	0.0000	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

Explanation of Responses:

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

FAQ

What did Noel Joseph Spiegel report on Form 4 for AEO?

The filing reports a sale of 40,000 AEO shares on 09/08/2025 at $18.1214 per share, with reported ownership of 0.0000 shares afterward.

How much did the director receive per share in the reported transaction?

The reported transaction price was $18.1214 per share.

When was the Form 4 filed or signed?

The Form 4 was signed by an attorney-in-fact, Robert J. Tannous, on 09/09/2025.

Does the Form 4 indicate the sale was part of a 10b5-1 plan?

The filing does not indicate the transaction was made pursuant to a Rule 10b5-1 trading plan.

Did the Form 4 disclose any derivative transactions or other holdings?

No. Table II (derivative securities) contains no entries; only the non-derivative sale of common stock is reported.