SECURITIESFORM AND EXCHANGE COMMISSION8-K

Item 2.02 Results of Operations and Financial Condition.

ITEM 5Item 9.07.01 SubmissionFinancial ofStatements Mattersand to a Vote of Security HoldersExhibits.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~Washington,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): September 03, 2025

~~Pursuant~~AMERICAN toEAGLE ~~Section 13~~OUTFITTERS ~~or 15(d)~~INC

(Exact name of ~~The~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported) June 25, 2025


Delaware	1-33338	13-2721761
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

77 Hot Metal Street
Pittsburgh, Pennsylvania		15203-2329
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s ~~AMERICAN~~Telephone ~~EAGLE OUTFITTERS~~Number, ~~INC.~~Including Area Code: (412) 432-3300

~~(Exact~~Not ~~name of registrant as specified in its charter)~~Applicable

Delaware	1-33338	13-2721761
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

(Former Name or Former Address, if Changed Since Last Report)

77 Hot Metal Street
Pittsburgh, Pennsylvania		15203-2329
(Address of principal executive offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Registrant’s~~☐Written ~~telephone~~communications ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~425 under the Securities Act (~~412)~~17 ~~432-3300~~CFR 230.425)

~~N/A~~☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~(Former~~☐Pre-commencement ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule if14d-2(b) ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.13e-4(c))

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AEO	New York Stock Exchange

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☐

~~Securities~~If ~~registered~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12 13(ba) of the Exchange Act:. ☐

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.01 par value		AEO		New York Stock Exchange

~~Indicate~~On bySeptember ~~check~~3, ~~mark~~2025, ~~whether~~American ~~the~~Eagle ~~registrant~~Outfitters, isInc. an(the ~~emerging~~“Company”) ~~growth~~issued ~~company~~a aspress ~~defined~~release inannouncing, ~~Rule~~among ~~405~~other ofthings, the ~~Securities~~Company’s ~~Act~~financial ofresults ~~1933~~for ~~(§230.405~~the ofsecond ~~this~~quarter ~~chapter)~~ended orAugust ~~Rule 12b-~~2, of2025. ~~the~~A ~~Securities~~copy ~~Exchange~~of ~~Act~~this ofpress ~~1934~~release ~~(§240.12b-2~~is ofattached ~~this~~hereto ~~chapter)~~as Exhibit 99.1.

~~Emerging~~The ~~growth~~information ~~company~~in ☐this Item 2.02, including the accompanying Exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

IfThis anCurrent ~~emerging~~Report ~~growth~~on ~~company,~~Form ~~indicate~~8-K by(including ~~check~~the ~~mark~~Exhibits ifhereto) contains forward-looking statements within the ~~registrant~~meaning ~~has~~of ~~elected~~the ~~not~~Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to ~~use~~significant risks and uncertainties. Actual results may differ from those set forth in the ~~extended~~forward-looking ~~transition~~statements. ~~period~~Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for ~~complying~~the ~~with~~year ended February 1, 2025, and in any ~~new~~subsequently-filed orquarterly ~~revised~~reports ~~financial~~on ~~accounting~~Form ~~standards~~10-Q, ~~provided~~which ~~pursuant~~have tobeen ~~Section 13~~filed with the Securities and Exchange Commission and are available on our website and on the Securities and Exchange Commission’s website (awww.sec.gov). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the ~~Exchange~~date ~~Act.~~of ☐the forward-looking statements.

AMERICAN EAGLE OUTFITTERS, INC.

(Registrant)

Date: July 1, 2025

/s/ Beth M. Henke

Beth M. Henke

Executive Vice President and Chief Legal Officer

~~On June 25, 2025, American Eagle Outfitters, Inc.~~ (~~the “Company”~~d) ~~held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) by means of remote communication~~Exhibits. As of May 1, 2025, the record date for the Annual Meeting, there were a total of 173,264,684 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 160,279,159 shares of Common Stock were represented in person by virtual participation or by proxy and, therefore, a quorum was present.

The stockholders of the Company voted on the following proposals:


Exhibit Number		Description
99.1		Press release dated September 3, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~1. To elect two Class III directors to serve until the Company’s 2028 Annual Meeting of Stockholders (“Proposal 1”);~~ SIGNATURES

2.Pursuant Toto ~~ratify~~ the ~~appointment~~requirements of ~~Ernst &~~the ~~Young~~Securities ~~LLP~~Exchange asAct of 1934, the ~~Company’s~~registrant ~~independent~~has ~~registered~~duly ~~public~~caused ~~accounting~~this ~~firm~~report ~~for~~to ~~the~~be ~~fiscal~~signed ~~year~~on ~~ending~~its ~~January 31,~~behalf ~~2026~~by ~~(“Proposal~~the ~~2”);~~undersigned ~~and~~thereunto duly authorized.

3. To approve, on an advisory basis, the fiscal 2024 compensation of our named executive officers (“Proposal 3”).


			AMERICAN EAGLE OUTFITTERS, INC.
			(Registrant)
Date:	September 3, 2025	By:	/s/ Michael A. Mathias
			Michael A. Mathias Executive Vice President, Chief Financial Officer

Proposal 1: Votes regarding the election of two Class III directors were as follows:

Name	For	Against	Abstain	Broker Non-Votes
Deborah A. Henretta	133,254,208	16,018,391	109,568	10,896,992
Cary D. McMillan	123,784,882	25,525,822	71,463	10,896,992

Based on the votes set forth above, each of Deborah A. Henretta and Cary D. McMillan were duly elected to serve as Class III directors until the Company’s 2028 Annual Meeting of Stockholders. The following persons continue to serve as Class I directors: Jay L. Schottenstein and Sujatha Chandrasekaran. The following persons continue to serve as Class II directors: Janice E. Page, David M. Sable, and Noel J. Spiegel.

Proposal 2: Votes regarding the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 were as follows:

For		Against		Abstain		Broker Non-Votes
156,682,017		3,476,545		120,597		-

Based on the votes set forth above, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 31, 2026 was duly ratified.

Proposal 3: Votes regarding the approval, on an advisory basis, of the fiscal 2024 compensation of the Company’s named executive officers were as follows:

For		Against		Abstain		Broker Non-Votes
143,329,390		5,855,515		197,254		10,897,000

Based on the votes set forth above, the fiscal 2024 compensation of the Company’s named executive officers was approved on an advisory, non-binding basis.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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