Keefer James H JR 4

4 · AMERICAN EAGLE OUTFITTERS INC · Filed Apr 1, 2026

AI-generated summary of this filing

Updated Apr 1, 2026

AEO SVP James Keefer Exercises RSUs; 1,179 Shares Withheld

What Happened

James H. Keefer Jr., Senior Vice President, Controller & CAO of American Eagle Outfitters (AEO), reported the conversion/exercise of derivative awards on 2026-03-30. The filing shows 4,138 shares acquired via exercise/conversion of derivatives (reported as $0 exercise price). To cover tax withholding, 1,179 shares were surrendered/withheld at $16.09 per share for a total tax payment of $18,970. The filing also lists dispositions of 341 and 3,797 shares reported as derivative dispositions at $0, which, together with the acquisition, reflect settlement/conversion activity rather than open-market sales.

Key Details

Transaction date: 2026-03-30.
Reported activity: 4,138 shares acquired via exercise/conversion of derivatives (code M); 1,179 shares withheld for tax (code F) at $16.09/share = $18,970; additional derivative dispositions of 341 and 3,797 shares reported at $0.
Shares owned after the transaction: not specified in the filing.
Footnotes: F1 = dividend equivalent rights that vest with RSUs (each equals one share); F2 = each RSU converts to one share; F3 = RSUs vest in three equal annual installments starting one year after grant.
Filing timeliness: marked late (L) — the filing was submitted after the standard SEC deadline.

Context

This appears to be vesting/settlement of restricted stock units (and associated dividend equivalents), not an open-market purchase or decision to sell shares for cash. The 1,179-share disposition reflects tax withholding rather than a voluntary sale; derivative dispositions reported at $0 typically indicate conversion/settlement of awards. Such award vesting is common and does not necessarily signal a change in insider market sentiment.

Form 4

Period: 2026-03-30

SVP, Controller & CAO

Transactions

Exercise/Conversion
Common Stock, without par value
2026-03-30+4,138→ 25,185 total
Tax Payment
Common Stock, without par value
2026-03-30$16.09/sh−1,179$18,970→ 24,006 total
Exercise/Conversion
Dividend Equivalent Rights
[F1]
2026-03-30−341→ 658 total
→ Common Stock, without par value (341 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F3]
2026-03-30−3,797→ 0 total
Exp: 2026-03-30→ Common Stock, without par value (3,797 underlying)

Footnotes (3)

[F1]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.
[F2]Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock.
[F3]The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.

Signature

Robert J. Tannous, Attorney-in-Fact|2026-03-31

1 file