MCMILLAN CARY D 4

What Happened
Cary D. McMillan, a director of American Eagle Outfitters, was granted 936 derivative share units on January 23, 2026. The units were reported at $0.00 per unit (no cash paid) and represent the economic equivalent of 936 shares of common stock. According to the filing, these units become payable upon the reporting person's termination of service and include accrued dividend equivalent rights.

Key Details

• Transaction date: 2026-01-23; Form 4 filed 2026-01-27 (appears timely).
• Instrument: 936 share units (derivative award) reported at $0.00 per unit.
• Price/value: $0 reported for the acquisition; units represent economic exposure to common stock rather than an immediate cash transaction.
• Shares owned after transaction: not specified in the information provided.
• Footnotes: F1 — units equal one share each and are payable upon termination; F2 — includes dividend equivalent rights; F3 — total includes units from a special dividend plus accrued dividend equivalents.
• Transaction code: "A" (award/grant).

Context
This is a non-cash director compensation award (common for board members) rather than an open‑market purchase or sale. Such awards are typically part of routine director pay and do not necessarily signal the director's personal trading view of the stock. Because these are derivative share units payable later, they do not increase outstanding shares until settled.