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8-K

American Eagle Outfitters Inc (AEO)

8-K 2025-12-02 For: 2025-12-02
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Added on April 12, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): December 02, 2025

AMERICAN EAGLE OUTFITTERS INC

(Exact name of Registrant as Specified in Its Charter)

Delaware 1-33338 13-2721761
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>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
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Not Applicable
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(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<br>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 2.02 Results of Operations and Financial Condition.

On December 2, 2025, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the third quarter ended November 1, 2025. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, including the accompanying Exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended February 1, 2025, and in any subsequently-filed quarterly 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.sec.gov). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
99.1 Press release dated December 2, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 duly authorized.

AMERICAN EAGLE OUTFITTERS, INC.
(Registrant)
Date: December 2, 2025 By: /s/ Michael A. Mathias
Michael A. Mathias<br>Executive Vice President, Chief Financial Officer

EX-99.1

Exhibit 99.1

img256790458_0.jpg

AEO Inc. Reports Third Quarter Fiscal 2025 Results Exceeding Expectations; Raises Fourth Quarter Outlook

  • Total revenue increased 6% to a record $1.4 billion, driven by total comparable sales increase of 4% with positive results across brands
  • Aerie comps +11%, American Eagle comps +1%
  • Momentum continues — raises fourth quarter operating income guidance to $155 to $160 million on comp growth of 8% to 9%

December 2, 2025 – PITTSBURGH – (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced financial results for the third quarter ended November 1, 2025.

“I’m extremely pleased with the significant trend change across our business reflecting decisive steps taken from merchandising to marketing to operations—all having a positive impact. Record third quarter revenue was highlighted by Aerie’s double-digit comparable sales increase and positive growth at American Eagle, contributing to results that exceeded expectations,” commented Jay Schottenstein, Executive Chairman of the Board and Chief Executive Officer, AEO Inc.

“Strong momentum has continued into the fourth quarter, including an excellent start to the holiday season. We delivered a record-breaking Thanksgiving weekend, led by an acceleration in demand across brands and channels and underscored by outstanding growth at Aerie and Offline. We are focused on finishing the season strong and sustaining our success into 2026 and beyond,” he concluded.

Third Quarter 2025 Results:

  • Total net revenue of $1.36 billion increased 6% to last year. Total comparable sales increased 4%.

  • Aerie comparable sales grew 11%. American Eagle comparable sales increased 1%.

  • Gross profit of $552 million rose 5% from $527 million last year. The gross margin of 40.5% declined 40 basis points to last year.

  • The net tariff impact was $20 million or 150 basis points to gross margin. Higher markdowns were largely offset by positive sales and lower costs, including favorability in freight.

  • Buying, Occupancy and Warehousing (BOW) expenses leveraged 20 basis points due to positive sales.

  • Selling, general and administrative (SG&A) expense of $386 million increased 10% to a rate of 28.4%. The increase was driven by planned investments in advertising, partially offset by leverage in the balance of the expense base.

  • Operating profit was $113 million compared to $106 million, or $124 million on an adjusted basis, last year. Operating margin of 8.3% compared to 8.2%, or adjusted operating margin of 9.6%, last year.

  • Other income of $14 million included a $13 million unrealized gain on an investment previously disclosed.

  • Diluted earnings per share of $0.53 increased 29% to last year and adjusted diluted earnings per share increased 10%. Average diluted shares outstanding were 173 million.

Inventory

Total ending inventory increased 11% to $891 million with units up 8%, reflecting increasing demand, new store openings and improved in-stocks. The inventory cost increase includes the impact of tariffs.

Shareholder Returns

Year-to-date, the company has completed $231 million in share repurchases, all of which occurred in the first half of the fiscal year. This quarter, the company returned $21 million to shareholders via its quarterly cash dividend of $0.125 per share, bringing year-to-date cash dividends to $64 million.

Capital Expenditures

Capital expenditures totaled $70 million in the third quarter, bringing year-to-date spend to $202 million. The company continues to expect 2025 capital expenditures to be approximately $275 million.

Outlook

Based on stronger sales trends, the company is raising its fourth quarter operating income guidance to $155 to $160 million based on comparable sales in the range of positive 8% to 9% with similar growth for total revenue. Previous fourth quarter guidance of operating income of $125 to $130 million was based on comparable sales in the positive low single digits. For the year, adjusted operating income guidance rises to $303 to $308 million, with comparable sales in the low single digits from prior guidance of adjusted operating income of $255 to $265 million on flat comparable sales.

Fourth Quarter 2025 Fiscal 2025
Comparable Sales Up 8% to 9% Low Single Digits
Gross Margin Down YoY Down YoY
Net tariff Impact Approximately $50 million Approximately $70 million
SG&A Dollars up Low to Mid Single Dollars up Low to Mid Single
Digit Digit
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Depreciation & Amortization Approximately $56 million Approximately $216 million
Operating Income $155 to $160 million $303 to $308 million*
Tax Rate Approximately 28% Approximately 27%
Weighted Average Share Count Approximately 173 million Approximately 174 million

* Excludes impairment and restructuring charges of $17 million recorded in the First Quarter 2025, as disclosed in the Company's Form 10-Q filed on June 5, 2025.

Webcast and Supplemental Financial Information

Management will host a conference call today at 4:30 p.m. Eastern Time. To access the live webcast and audio replay, please click here. Additionally, a financial results presentation is posted in the Investor Relations section on AEO’s website, www.aeo-inc.com.

* * * *

About American Eagle Outfitters, Inc.

American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer with a portfolio of beloved apparel brands including American Eagle, Aerie, OFFL/NE by Aerie, Todd Snyder and Unsubscribed. Rooted in optimism, inclusivity and authenticity, AEO’s brands empower every customer to celebrate their unique personal style by offering casual, comfortable, timeless outfitting and high-quality products that are made to last.

AEO Inc. operates stores in the United States, Canada and Mexico, with merchandise available in more than 30 countries through a global network of license partners. Additionally, the company operates a robust e-commerce business across its brands. For more information, visit aeo-inc.com.

Non-GAAP Measures

This press release includes operating income and diluted earnings per share presented on an adjusted or “non-GAAP” basis, which are non-GAAP financial measure. Non-GAAP financial measures are not based on any standardized methodology prescribed by U.S. generally accepted accounting principles (GAAP) and are not necessarily comparable to similar measures presented by other companies. Non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We believe that this non-GAAP information is useful as an additional means for investors to evaluate our operating performance when reviewed in conjunction with our GAAP Consolidated Financial Statements and provides a higher degree of transparency. These amounts are not determined in accordance with GAAP and, therefore, should not be used exclusively in evaluating our business and operations. The table included in this release reconciles the GAAP financial

measures to the non-GAAP financial measures discussed above for the 13 weeks ended November 2, 2024. The company is not able to provide a quantitative reconciliation of forward-looking adjusted operating income to the most directly comparable forward-looking GAAP financial measure because the Company is unable to provide a meaningful or accurate reconciliation or estimation of certain reconciling items without unreasonable effort, due to the inherent difficulty in forecasting and quantifying measures that are necessary for such reconciliation.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This release and related statements by management contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which represent management’s expectations or beliefs concerning future events, including, without limitation, the results for fourth quarter and annual fiscal 2025. Words such as “outlook,” "estimate," "project," "plan," "believe," "expect," "anticipate," "intend," “may,” “potential,” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. All forward-looking statements made by the company are inherently uncertain because they are based on assumptions and expectations concerning future events and are subject to change based on many important factors, some of which may be beyond the company’s control. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise and even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The following factors, in addition to the risks disclosed in Item 1A., Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and in any other filings that we may make with the Securities and Exchange Commission, in some cases have affected, and in the future could affect, the company's financial performance and could cause actual results to differ materially from those expressed or implied in any of the forward-looking statements included in this release or otherwise made by management: the risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate fluctuations in customer demand and respond to changing consumer preferences and fashion trends and to manage our inventory commensurately; the seasonality of our business; our inability to achieve planned store financial performance; our inability to react to raw material cost, labor and energy cost increases; our inability to gain market share in the face of declining shopping center traffic or attract customers to our stores; our inability to respond to changes in e-commerce and leverage omni-channel capabilities; our inability to execute on our key business priorities; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; the impact that import tariffs and other trade restrictions imposed by the U.S., China or other countries have had, and may continue to have, on our product costs, as well as continued uncertainties with tariffs and other trade restrictions; the possibility that product costs may be affected by other foreign trade issues, such as currency exchange rate fluctuations, increasing prices for raw materials, supply chain issues, political instability or other reasons; challenges with information technology systems, including safeguarding against security breaches; changes to U.S. or other countries' trade policies and tariff and import/export regulations, including, without limitation, uncertainty with respect to the U.S./China trade agreement; and global economic, public health, social, political and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, which could have a material adverse effect on our business, results of operations and liquidity.

The use of the “company,” “AEO,” “we,” "us," and “our” in this release refers to American Eagle Outfitters, Inc.

CONTACT

Line Media

412-432-3300

LineMedia@ae.com

AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands) November 1, 2025 November 2, 2024
Assets
Current assets:
Cash and cash equivalents $ 112,830 $ 160,195
Merchandise inventory 891,232 804,256
Accounts receivable, net 245,335 214,114
Prepaid expenses 125,716 118,773
Other current assets 21,917 38,810
Total current assets 1,397,030 1,336,148
Operating lease right-of-use assets 1,570,936 1,237,741
Property and equipment, at cost, net of accumulated depreciation 797,154 745,988
Goodwill, net 225,184 225,196
Non-current deferred income taxes 46,747 88,092
Intangible assets, net 39,756 43,371
Other assets 113,051 59,596
Total assets $ 4,189,858 $ 3,736,132
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 305,268 $ 283,471
Current portion of operating lease liabilities 319,332 293,006
Accrued compensation and payroll taxes 71,575 90,289
Unredeemed gift cards and gift certificates 55,891 50,161
Accrued income and other taxes 28,847 38,468
Other current liabilities and accrued expenses 73,887 95,620
Total current liabilities 854,800 851,015
Non-current liabilities:
Non-current operating lease liabilities 1,441,904 1,098,197
Long-term debt, net 210,000
Other non-current liabilities 57,814 40,322
Total non-current liabilities 1,709,718 1,138,519
Commitments and contingencies
Stockholders’ equity:
Preferred stock
Common stock 2,496 2,496
Contributed capital 378,470 359,348
Accumulated other comprehensive loss (31,611 ) (49,872 )
Retained earnings 2,486,281 2,376,077
Treasury stock (1,210,296 ) (941,451 )
Total stockholders’ equity 1,625,340 1,746,598
Total liabilities and stockholders’ equity $ 4,189,858 $ 3,736,132
Current Ratio 1.63 1.57
AMERICAN EAGLE OUTFITTERS, INC.
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars and shares in thousands, except per share amounts)
(unaudited)
13 Weeks Ended
November 1, 2025 November 2, 2024
(In thousands) (In thousands)
Total net revenue 1,362,701 % 1,289,094 %
Cost of sales, including certain buying, occupancy and warehouse expenses 810,824 762,470
Gross profit 551,877 526,624
Selling, general and administrative expenses 386,340 351,380
Impairment and restructuring charges - 17,561
Depreciation and amortization expense 52,963 51,594
Operating income 112,574 106,089
Interest expense (income), net 2,144 (1,246)
Other (income), net (14,152) (895)
Income before income taxes 124,582 108,230
Provision for income taxes 33,238 28,211
Net income 91,344 % 80,019 %
Basic net income per common share 0.54 0.42
Diluted net income per common share 0.53 0.41
Weighted average common shares outstanding - basic 168,925 191,630
Weighted average common shares outstanding - diluted 172,860 195,782

All values are in US Dollars.

AMERICAN EAGLE OUTFITTERS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars and shares in thousands, except per share amounts)
(unaudited)
39 Weeks Ended
November 1, 2025 November 2, 2024
(In thousands) (Percentage of revenue) (In thousands) (Percentage of revenue)
Total net revenue $ 3,735,976 100.0 % $ 3,724,019 100.0 %
Cost of sales, including certain buying, occupancy and warehouse expenses 2,361,716 63.2 2,234,260 60.0
Gross profit 1,374,260 36.8 1,489,759 40.0
Selling, general and administrative expenses 1,067,338 28.6 1,030,186 27.7
Impairment and restructuring charges 17,119 0.5 17,561 0.4
Depreciation and amortization expense 159,326 4.2 156,978 4.2
Operating income $ 130,477 3.5 $ 285,034 7.7
Interest expense (income), net 3,844 0.1 (5,414 ) (0.1 )
Other (income), net (14,675 ) (0.4 ) (4,006 ) (0.1 )
Income before income taxes $ 141,308 3.8 $ 294,454 7.9
Provision for income taxes 37,230 1.0 69,420 1.9
Net income $ 104,078 2.8 % $ 225,034 6.0 %
Basic net income per common share $ 0.60 $ 1.16
Diluted net income per common share $ 0.59 $ 1.14
Weighted average common shares outstanding - basic 173,087 193,908
Weighted average common shares outstanding - diluted 175,789 198,201
AMERICAN EAGLE OUTFITTERS, INC.
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NET REVENUE BY SEGMENT
(unaudited)
13 Weeks Ended 39 Weeks Ended
(In thousands) November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024
Net Revenue:
American Eagle $ 853,729 $ 831,914 $ 2,348,000 $ 2,384,295
Aerie 461,989 410,442 1,250,861 1,198,741
Other 54,624 56,562 160,117 169,002
Intersegment Elimination (7,641 ) (9,824 ) (23,002 ) (28,019 )
Total Net Revenue $ 1,362,701 $ 1,289,094 $ 3,735,976 $ 3,724,019
AMERICAN EAGLE OUTFITTERS, INC.
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STORE INFORMATION
(unaudited)
13 Weeks Ended 39 Weeks Ended
November 1, 2025 November 1, 2025
Consolidated stores at beginning of period 1,185 1,172
Consolidated stores opened during the period
AE Brand (1) 3 6
Aerie (incl. OFFL/NE) (2) 5 14
Todd Snyder 4
Unsubscribed 2
Consolidated stores closed during the period
AE Brand (1) (2 ) (3 )
Aerie (incl. OFFL/NE) (2) (1 ) (5 )
Unsubscribed
Total consolidated stores at end of period 1,190 1,190
Stores by Brand
AE Brand (1) 830
Aerie (incl. OFFL/NE) (2) 329
Todd Snyder 23
Unsubscribed 8
Total consolidated stores at end of period 1,190
Total gross square footage at end of period (in '000) 7,306 7,306
International license locations at end of period (3) 368 368
(1) AE Brand includes AE stand alone locations, AE/Aerie side-by side locations, AE/OFFL/NE side-by-side locations, and AE/Aerie/OFFL/NE side-by-side locations.
(2) Aerie (incl. OFFL/NE) includes Aerie stand alone locations, OFFL/NE stand alone locations, and Aerie/OFFL/NE side-by-side locations.
(3) International license locations (retail stores and concessions) are not included in the consolidated store data or the total gross square footage calculation.
GAAP to Non-GAAP Reconciliation
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(Dollars in thousands, except per share amounts)
13 Weeks Ended
November 2, 2024
Operating Income Provision for Income Taxes Net Income Earnings per Diluted Share
GAAP Basis $ 106,089 $ 28,211 $ 80,019 $ 0.41
% of Revenue 8.2 % 6.2 %
Add: Impairment and restructuring charges (1) $ 17,561 $ 12,983 $ 0.07
Tax effect of the above (2) $ 4,578
Non-GAAP Basis $ 123,650 $ 32,789 $ 93,002 $ 0.48
% of Revenue 9.6 % 7.3 %

The following footnotes relate to the impairment and restructuring charges recorded in the 13 weeks ended November 2, 2024:

(1) The Company recorded restructuring costs of $10.7 million related to employee severance, as well as impairment and restructuring costs of $6.8 million related to the sale of its Hong Kong retail operations to a third party buyer.

(2) The tax effect of excluded items is the difference between the tax provision calculated on a GAAP basis and an adjusted non-GAAP basis.