STOCK TITAN

AEO (NYSE: AEO) CAO exercises RSUs, nets shares after tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

American Eagle Outfitters senior vice president, controller and chief accounting officer James H. Keefer Jr. exercised stock-based awards that converted into common shares. On March 30, 2026, dividend equivalent rights and restricted stock units were converted into 4,138 shares of common stock, reflecting routine compensation-related vesting rather than an open-market purchase.

To cover tax obligations on the vesting, 1,179 shares of common stock were withheld at $16.09 per share. Following these transactions, Keefer directly held 24,006 common shares. No open-market buying or selling occurred; the activity reflects standard equity compensation mechanics.

Positive

  • None.

Negative

  • None.
Insider Keefer James H JR
Role SVP, Controller & CAO
Type Security Shares Price Value
Exercise Dividend Equivalent Rights 341 $0.00 --
Exercise Restricted Stock Unit 3,797 $0.00 --
Exercise Common Stock, without par value 4,138 $0.00 --
Tax Withholding Common Stock, without par value 1,179 $16.09 $19K
Holdings After Transaction: Dividend Equivalent Rights — 658 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Stock, without par value — 25,185 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 from RSU and DER conversion 4,138 shares Common stock acquired via award conversions on March 30, 2026
Shares withheld for taxes 1,179 shares Common stock withheld at $16.09 per share for tax obligations
Tax withholding price $16.09 per share Value applied to 1,179 shares withheld on March 30, 2026
Post-transaction holdings 24,006 shares Directly held American Eagle Outfitters common stock after transactions
Dividend equivalent rights converted 341 units Each right economically equivalent to one common share
Restricted stock units converted 3,797 units RSUs converted into common stock on March 30, 2026
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..."
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Controller & CAO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2026
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 value03/30/2026M4,138A$0.000025,185D
Common Stock, without par value03/30/2026F1,179D$16.0924,006D
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)03/30/2026M341 (1) (1)Common Stock, without par value341$0.0000658D
Restricted Stock Unit(2)03/30/2026M3,797 (3)03/30/2026Common Stock, without par value3,797$0.00000.0000D
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-Fact03/31/2026
** 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)

FAQ

What insider transaction did AEO executive James H. Keefer Jr. report?

James H. Keefer Jr. reported routine equity compensation activity, exercising dividend equivalent rights and restricted stock units into 4,138 shares of American Eagle Outfitters common stock. These were not open-market purchases but conversions of previously granted awards tied to his compensation.

Did the AEO Form 4 show James H. Keefer Jr. buying or selling shares on the market?

The Form 4 for AEO shows no open-market buying or selling by James H. Keefer Jr. Instead, it records the exercise and conversion of stock-based awards and a tax-withholding share disposition, which is a standard mechanism to cover tax liabilities.

How many AEO shares did James H. Keefer Jr. receive from RSU and dividend equivalents?

Keefer’s dividend equivalent rights and restricted stock units converted into 4,138 shares of American Eagle Outfitters common stock. This reflects compensation vesting, where each unit or right represents the economic equivalent of one share, rather than a new market purchase.

How many AEO shares were withheld for taxes in this Form 4 filing?

The filing shows 1,179 shares of American Eagle Outfitters common stock were withheld to satisfy tax obligations. These shares were valued at $16.09 per share, and this withholding is coded as a tax-withholding disposition, not a discretionary market sale.

What is James H. Keefer Jr.’s AEO shareholding after the reported transactions?

After the March 30, 2026 transactions, James H. Keefer Jr. directly held 24,006 shares of American Eagle Outfitters common stock. This total reflects the new shares from vested awards, net of those withheld to cover taxes, as reported in the Form 4.

What are dividend equivalent rights and RSUs in the AEO filing?

In this AEO filing, dividend equivalent rights accrue on restricted stock units and are economically equal to one share each. Restricted stock units (RSUs) represent contingent rights to receive common shares, vesting in three equal annual installments from the grant date.