[Form 4] American Eagle Outfitters Insider Trading Activity

Rhea-AI Filing Summary

American Eagle Outfitters (AEO) – Form 4: Executive Chairman & CEO Jay L. Schottenstein reported an automatic acquisition of 2,667 dividend-equivalent rights on 25 Jul 2025. These rights are tied to previously granted RSUs and vest in step with the underlying awards; each right mirrors one share of AEO common stock. The transaction involved no cash outlay (exercise price $0.00) and no open-market buying or selling. After the accrual, Schottenstein directly holds 8,920 derivative rights linked to RSUs. The filing represents a routine adjustment stemming from AEO’s dividend policy rather than a discretionary change in ownership, so it carries limited immediate market impact.

Positive

• Executive ownership increment: CEO’s beneficial stake rises, albeit marginally, aligning leadership with shareholder value.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR: Routine dividend-equivalent accrual; neutral for valuation.

The Form 4 shows Mr. Schottenstein’s holdings rising by 2,667 dividend-equivalent rights created automatically when AEO paid a dividend on outstanding RSUs. Such rights neither require cash nor signal sentiment, as they vest only when the RSUs vest. His aggregate derivative position now totals 8,920 units, a modest figure relative to AEO’s 198 m outstanding shares. Because no common shares traded and the transaction is compensation-driven, it should be viewed as administrative, not strategic. I see neutral impact on share supply, insider-sentiment gauges, and dilution forecasts.

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

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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).

1. Name and Address of Reporting Person^*

SCHOTTENSTEIN JAY L

(Last) (First) (Middle)

4300 E. FIFTH AVE.

(Street)

COLUMBUS OH 43219

(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
X	Officer (give title below)		Other (specify below)
	Exec Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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

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)	07/25/2025		A		2,667		(1)	(1)	Common Stock, without par value	2,667	$0.0000	8,920	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	07/29/2025
	** 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 AEO's CEO Jay L. Schottenstein report in this Form 4?

He acquired 2,667 dividend-equivalent rights tied to prior RSUs on 25 Jul 2025.

Did the CEO buy or sell AEO common stock?

No. The filing involves only automatic dividend-equivalent rights; no shares were bought or sold on the market.

How many derivative rights does the CEO now hold?

After the transaction, he holds 8,920 dividend-equivalent rights linked to RSUs.

Is there any cash consideration or exercise price involved?

No. The exercise price is $0.00; the rights accrue automatically with the dividend.

Does this filing materially impact AEO share dilution?

Impact is minimal; the number of units is small versus AEO’s total shares outstanding.