SCHOTTENSTEIN JAY L 4
4 · AMERICAN EAGLE OUTFITTERS INC · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
AEO CEO Jay Schottenstein Exercises Awards; Shares Withheld for Taxes
What Happened
Jay L. Schottenstein, Executive Chairman & CEO and a director of American Eagle Outfitters (AEO), converted derivative awards into common stock on 2026-03-30. The filing shows an exercise/conversion (code M) resulting in 45,767 shares issued at $0.00 (typical for vested RSUs/dividend equivalents). To cover tax withholding (code F), 18,229 shares were disposed at $16.09 for proceeds of $293,305. The filing also reports conversions/dispositions of 3,751 and 42,016 shares (both reported at $0.00) related to the same award settlement mechanics.
Key Details
- Transaction date: 2026-03-30; Form 4 filed 2026-04-01 (appears timely).
- Reported actions: M = exercise/conversion of derivatives (45,767 shares acquired at $0.00); F = shares withheld to satisfy tax liability (18,229 shares disposed at $16.09; $293,305). Additional M dispositions: 3,751 and 42,016 shares at $0.00.
- Shares owned after transaction: not specified in the filing.
- Footnotes: F1 — some shares are owned by family trusts for which Mr. Schottenstein or his spouse are trustees; F2–F4 — the awards include dividend equivalent rights and restricted stock units (RSUs) that vest over three equal annual installments and convert into ordinary shares on vesting.
- Filing does not indicate a 10% owner status or a 10b5-1 plan.
Context
These entries reflect the conversion/settlement of equity compensation (RSUs and related dividend equivalents) rather than an open‑market buy or planned sale. The withholding of 18,229 shares to cover tax obligations is a common administrative step following vesting and doesn’t necessarily signal a buy/sell view on the stock.
Insider Transaction Report
- Exercise/Conversion
Common Stock, without par value
2026-03-30+45,767→ 2,243,449 total - Tax Payment
Common Stock, without par value
2026-03-30$16.09/sh−18,229$293,305→ 2,225,220 total - Exercise/Conversion
Dividend Equivalent Rights
[F2]2026-03-30−3,751→ 8,354 total→ Common Stock, without par value (3,751 underlying) - Exercise/Conversion
Restricted Stock Unit
[F3][F4]2026-03-30−42,016→ 0 totalExp: 2026-03-30→ Common Stock, without par value (42,016 underlying)
- 2,611,235(indirect: By LLC)
Common Stock, without par value
- 2,971,202(indirect: By SEI, Inc.)
Common Stock, without par value
- 6,386,995(indirect: By Trust)
Common Stock, without par value
[F1]
Footnotes (4)
- [F1]Shares owned by trusts as to which Mr. Schottenstein or his spouse serve as trustee of various family trusts.
- [F2]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.
- [F3]Each restricted stock unit represents a contingent right to receive one share of American Eagle Outfitters common stock.
- [F4]The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.