[SCHEDULE 13G/A] American Eagle Outfitters SEC Filing

Rhea-AI Filing Summary

The Vanguard Group filed Amendment 13 to Schedule 13G reporting its passive ownership in American Eagle Outfitters (AEO) as of 30 Jun 2025.

• Aggregate beneficial ownership: 18,504,034 AEO common shares.
• Percent of class: 10.67 % (crosses the 10 % threshold).
• Voting power: Sole – 0; Shared – 146,605.
• Dispositive power: Sole – 18,157,935; Shared – 346,099.
• Filing made under Rule 13d-1(b); Vanguard is classified as an investment adviser (IA).
• Shares are held in the ordinary course for Vanguard-managed funds and accounts; no intent to influence control.
• Certification signed by Ashley Grim, Head of Global Fund Administration, on 29 Jul 2025.

The update signals continued, largely passive institutional ownership rather than a change in corporate control dynamics.

Positive

• 10.67 % passive stake by Vanguard underscores continued institutional confidence and can enhance share liquidity.

Negative

• None.

Insights

Portfolio Manager

TL;DR – Vanguard now owns 10.7 % of AEO, but with zero sole voting power, the stake looks entirely passive.

The filing shows Vanguard increased/maintained its holdings above the 10 % mark, owning 18.5 M shares. Crucially, it retains no sole voting power and minimal shared voting power, confirming the position is held for index and fund mandates rather than activism. For investors, the disclosure mainly highlights solid passive support and liquidity in the stock. It does not signal fresh strategic direction or near-term governance pressure. Market impact is typically muted unless the stake changes materially or shifts to a 13D filing.

Corporate Governance Specialist

TL;DR – Passive 13G filing; governance influence limited, ownership concentration slightly higher.

Crossing 10 % concentrates AEO’s share register, yet Vanguard’s IA status and 13G filing certify a non-activist posture. The absence of sole voting rights further curtails immediate governance leverage. Board or management control probabilities remain unchanged. Nonetheless, any future conversion to a 13D could become significant, so investors should monitor subsequent amendments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 13)

American Eagle Outfitters Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

02553E106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 02553E106

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 146,605.00
7	Sole Dispositive Power 18,157,935.00
8	Shared Dispositive Power 346,099.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

18,504,034.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.67 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: American Eagle Outfitters Inc
(b)	Address of issuer's principal executive offices: 77 Hot Metal Street, Pittsburgh, PA, 15203
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 02553E106
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 18504034
(b)	Percent of class: 10.67 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 146605
	(iii) Sole power to dispose or to direct the disposition of: 18157935
	(iv) Shared power to dispose or to direct the disposition of: 346099
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	07/29/2025

FAQ

How many American Eagle Outfitters shares does Vanguard own?

Vanguard reports 18,504,034 AEO shares beneficially owned.

What percentage of AEO’s outstanding shares does this represent?

The stake equals 10.67 % of the common stock class.

Does Vanguard have voting control over its AEO shares?

It has 0 sole and 146,605 shared voting rights, indicating minimal direct control.

Is Vanguard’s filing activist (13D) or passive (13G)?

It is a passive Schedule 13G filed under Rule 13d-1(b).

Why did Vanguard have to file this amendment?

Crossing or holding above the 10 % ownership threshold requires updated disclosure.