UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 2804, 2026

AMERICAN EAGLE OUTFITTERS INC

(Exact name of Registrant as Specified in Its Charter)


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 Telephone Number, Including Area Code: (412) 432-3300

    

Not Applicable

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

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Securities registered pursuant to Section 12(b) of the 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 by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If 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 13(a) of the Exchange Act. ☐

Item 21.0201 ResultsEntry ofinto Operationsa andMaterial FinancialDefinitive ConditionAgreement.

On ~~May~~June 284, 2026, American Eagle Outfitters, Inc. (the “Company”) ~~issued~~entered ainto ~~press~~an ~~release~~Amendment ~~announcing~~No. 2 (the “Amendment”), ~~among~~between ~~other~~the ~~things~~Company, American Eagle Outfitters Canada Corporation, certain of the Company’s ~~financial~~subsidiaries, ~~results~~PNC ~~for~~Bank, ~~the~~National ~~first~~Association, ~~quarter~~as ~~ended~~administrative ~~May~~agent, 2and the other parties thereto, ~~2026.~~to Aamend ~~copy~~that ofcertain ~~this~~Second ~~press~~Amended ~~release~~and isRestated ~~attached~~Credit ~~hereto~~Agreement, dated as ~~Exhibit~~of 99June 24, 2022 (as amended by that certain Amendment No. 1, dated as of May 22, 2024, the “ABL Credit Agreement”). The ABL Credit Agreement provides for a $700 million senior secured asset-based revolving credit facility (the “ABL Credit Facility”).

The ~~information~~principal inchanges ~~this~~made ~~Item~~by ~~2.02,~~the ~~including~~Amendment were to (i) extend the ~~accompanying~~maturity ~~Exhibits,~~date ~~shall~~of ~~not~~the beABL ~~deemed~~Credit Facility from June 24, 2027, to beJune ~~“filed”~~4, ~~for~~2031, and (ii) simplify the ~~purposes~~interest ofrate ~~Section~~calculation 18by ofremoving the ~~Securities~~SOFR ~~Exchange~~Adjustment ~~Act~~and ofTerm ~~1934,~~CORRA Adjustment (as ~~amended,~~such ~~nor~~terms ~~shall~~are ~~such~~defined ~~information~~in bethe ~~deemed~~ABL ~~incorporated~~Credit byAgreement) ~~reference~~and inincreasing ~~any~~the ~~filing~~applicable margin. Pursuant to the Amendment, interest accrues on borrowings under the ~~Securities~~ABL ~~Act~~Credit Facility, at the election of ~~1933~~the Company, asat ~~amended,~~an ~~except~~adjusted asSOFR ~~shall~~rate beof ~~expressly~~SOFR ~~set~~plus ~~forth~~an byapplicable ~~specific~~margin ~~reference~~(ranging infrom 1.250% to 1.500%) or an alternate base rate plus an applicable margin (ranging from 0.250% to 0.500%), with each such ~~filing~~applicable margin being based on average borrowing availability under the ABL Credit Facility.

~~This~~The ~~Current~~above ~~Report~~description ~~on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning~~ of the ~~Private~~Amendment ~~Securities~~is ~~Litigation~~a ~~Reform~~summary ~~Act~~and ofis ~~1995~~not complete. ~~These~~A ~~statements~~copy ~~are based on the current beliefs and expectations~~ of the ~~Company’s~~Amendment ~~management~~is ~~and~~filed ~~are~~as ~~subject~~Exhibit ~~to significant risks and uncertainties~~10.1 ~~Actual results may differ from those set forth in the forward-looking statements. Factors that could cause actual results~~ to ~~differ~~this ~~materially~~Current ~~from those described in the forward-looking statements can be found in our Annual~~ Report on Form 108-K ~~for the year ended January 31, 2026,~~ and inis ~~any~~incorporated ~~subsequently-filed~~herein ~~quarterly~~by ~~reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on our website and on the Securities and Exchange Commission’s website (www~~reference.~~sec.gov).~~ The ~~Company~~above ~~does~~summary ~~not~~is ~~undertake~~qualified toin ~~update~~its ~~the~~entirety ~~forward-looking~~by ~~statements~~reference to ~~reflect~~ the ~~impact~~terms of ~~circumstances or events that may arise after~~ the ~~date~~Amendment offiled ~~the~~as ~~forward-looking~~an ~~statements~~exhibit hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated May 28, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No. Description of Exhibit

10.1+ Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of June 4, 2026, between American Eagle Outfitters, Inc., American Eagle Outfitters Canada Corporation, the other borrowers thereto from time to time, the lenders party thereto from time to time and PNC Bank, National Association, as administrative agent.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Certain exhibits and disclosure schedules to the Amendment No. 2 to Second Amended and Restated Credit Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of the exhibits and disclosure schedules to the Amendment No. 2 to Second Amended and Restated Credit Agreement to the Securities and Exchange Commission upon request.

* * * * * *

SIGNATURES

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 ~~thereunto~~hereunto duly authorized.

			AMERICAN EAGLE OUTFITTERS, INC.
			(Registrant)
Date:	June 10, 2026	By:	/s/ Michael A. Mathias
Date:	May 28, 2026	By:	/s/ Michael A. Mathias
			Michael A. Mathias,Executive Vice President, Chief Financial Officer
			Michael A. MathiasExecutive Vice President, Chief Financial Officer

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