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American Eagle (NYSE: AEO) brand president settles RSUs, 22,591 shares withheld for taxes

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

American Eagle Outfitters executive Jennifer M. Foyle reported compensation-related equity activity, not open‑market trading. On April 2, 2026, she exercised or converted derivative awards, including Dividend Equivalent Rights and Restricted Stock Units (RSUs), into 40,849 shares of common stock.

Footnotes explain that each dividend equivalent right and each RSU corresponds to one share of common stock, with RSUs vesting in three equal annual installments beginning on the first anniversary of grant. To cover taxes on the vesting and settlement, 22,591 shares of common stock were withheld at $16.84 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Foyle directly held 316,337 shares of American Eagle Outfitters common stock.

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Insider Foyle Jennifer M.
Role Global Brand President-aerie
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 1,701 $0.00 --
Exercise Restricted Stock Unit 25,771 $0.00 --
Exercise Restricted Stock Unit 13,377 $0.00 --
Exercise Common Stock, without par value 40,849 $0.00 --
Tax Withholding Common Stock, without par value 22,591 $16.84 $380K
Holdings After Transaction: Dividend Equivalent Rights — 2,751 shares (Direct); Restricted Stock Unit — 51,541 shares (Direct); Common Stock, without par value — 338,928 shares (Direct)
Footnotes (1)
  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. Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.
Shares acquired via derivative exercises 40,849 shares Common stock from exercises/conversions on April 2, 2026
Tax-withholding shares 22,591 shares Common stock withheld at $16.84 per share for taxes
Post-transaction holdings 316,337 shares Common stock directly held after transactions
Dividend equivalent rights exercised 1,701 units Each economically equivalent to one share of common stock
RSUs converted (2028 expiration grant) 25,771 units Restricted Stock Units settled into common stock
RSUs converted (2027 expiration grant) 13,377 units Restricted Stock Units settled into common stock
Tax withholding price $16.84 per share Value used for 22,591-share tax-withholding disposition
Dividend Equivalent Rights financial
"The dividend equivalent rights accrued on previously awarded restricted stock units (RSUs)"
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"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Foyle Jennifer M.
(Last)(First)(Middle)
AMERICAN EAGLE OUTFITTERS, INC.
401 5TH AVE.
(Street)
NEW YORK NEW YORK 10016
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Global Brand President-aerie
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, without par value04/02/2026M40,849A$0.0000338,928D
Common Stock, without par value04/02/2026F22,591D$16.84316,337D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Dividend Equivalent Rights(1)04/02/2026M1,701 (1) (1)Common Stock, without par value1,701$0.00002,751D
Restricted Stock Unit(2)04/02/2026M25,771 (3)04/02/2028Common Stock, without par value25,771$0.000051,541D
Restricted Stock Unit(2)04/02/2026M13,377 (3)04/04/2027Common Stock, without par value13,377$0.000013,377D
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-Fact04/06/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did AEO executive Jennifer M. Foyle report on this Form 4?

Jennifer M. Foyle reported exercising or converting equity awards into common stock and a related tax withholding. She acquired 40,849 shares through derivative exercises and had 22,591 shares withheld to satisfy tax obligations tied to vesting, all as compensation-related activity.

Did Jennifer M. Foyle of AEO buy or sell shares on the open market?

The filing shows no open-market purchases or sales. Instead, it reports the settlement of dividend equivalent rights and restricted stock units into shares, plus 22,591 shares withheld at $16.84 each to cover tax liabilities, a non-market, compensation-driven disposition.

How many American Eagle Outfitters shares does Jennifer M. Foyle hold after these transactions?

After the reported transactions, Jennifer M. Foyle directly holds 316,337 shares of American Eagle Outfitters common stock. This figure reflects equity awards that vested and settled into shares, reduced by the shares withheld to pay associated tax obligations on April 2, 2026.

What are dividend equivalent rights in the AEO Form 4 filing for Jennifer M. Foyle?

Dividend equivalent rights are compensation awards that mirror dividends on underlying RSUs. The filing states each right is economically equivalent to one share of American Eagle Outfitters common stock and accrues on previously awarded RSUs, vesting proportionately with those RSUs over time.

How do restricted stock units (RSUs) vest for Jennifer M. Foyle at American Eagle Outfitters?

The RSUs reported for Jennifer M. Foyle vest in three equal annual installments. Vesting begins on the first anniversary of the grant date, and each vested RSU represents a contingent right to receive one share of American Eagle Outfitters common stock upon settlement.

What was the tax withholding transaction reported by AEO executive Jennifer M. Foyle?

The filing shows a tax-withholding disposition coded “F” for 22,591 shares of common stock at $16.84 per share. These shares were delivered to satisfy tax liabilities arising from the vesting and settlement of equity awards, not sold in an open-market transaction.