Keefer James H JR 4

4 · AMERICAN EAGLE OUTFITTERS INC · Filed Apr 6, 2026

AI-generated summary of this filing

Updated Apr 6, 2026

American Eagle (AEO) SVP James H. Keefer Jr. Exercises RSUs, Shares Withheld

What Happened

James H. Keefer Jr., SVP, Controller & CAO of American Eagle Outfitters (AEO), reported exercise/conversion of derivative awards on 2026-04-02. The filing shows 6,265 shares acquired via conversion (exercise/conversion of derivative securities) and multiple related derivative conversion entries (260, 3,953, and 2,052 shares) reported as dispositions at $0.00. In addition, 1,785 shares were surrendered/withheld to cover tax liability at $16.84 per share, totaling $30,059.
This was a vesting/conversion event of previously awarded restricted stock units (RSUs) and related dividend-equivalent rights rather than an open-market purchase or sale. Withholding of shares to satisfy taxes is a routine post-vesting action, not an opportunistic market sale.

Key Details

Transaction date: April 2, 2026; Form 4 filed April 6, 2026 (filed within the required two business days).
Reported transaction lines:
- Exercise/conversion (M) — 6,265 shares acquired at $0.00.
- Exercise/conversion (M) — 260 shares disposed at $0.00 (derivative).
- Exercise/conversion (M) — 3,953 shares disposed at $0.00 (derivative).
- Exercise/conversion (M) — 2,052 shares disposed at $0.00 (derivative).
- Payment of exercise price/tax liability (F) — 1,785 shares disposed at $16.84 for $30,059.
Shares owned after transaction: not specified in the provided filing excerpt.
Footnotes: F1–F3 indicate these involve dividend-equivalent rights and RSUs (each RSU = contingent right to one share) that vest in three equal annual installments beginning one year after grant. The F code transaction reflects share withholding to cover taxes.

Context

This appears to be vesting/conversion of RSUs (derivative securities) and routine withholding of shares for tax obligations, not an open-market sale. Such transactions are common when equity awards vest and do not necessarily indicate a change in insider sentiment.
For retail investors, purchases are generally more informative than routine vesting and tax-withholding events; this filing documents compensation-related share issuance and withholding.

Form 4

Period: 2026-04-02

SVP, Controller & CAO

Transactions

Exercise/Conversion
Common Stock, without par value
2026-04-02+6,265→ 30,271 total
Tax Payment
Common Stock, without par value
2026-04-02$16.84/sh−1,785$30,059→ 28,486 total
Exercise/Conversion
Dividend Equivalent Rights
[F1]
2026-04-02−260→ 398 total
→ Common Stock, without par value (260 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F3]
2026-04-02−3,953→ 7,905 total
Exp: 2028-04-02→ Common Stock, without par value (3,953 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F3]
2026-04-02−2,052→ 2,051 total
Exp: 2027-04-04→ Common Stock, without par value (2,052 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|2026-04-06

1 file