Form 8-K

8-K — AMERICAN EAGLE OUTFITTERS INC

Accession: 0001193125-26-386510

Filed: 2026-09-09

Period: 2026-09-09

CIK: 0000919012

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — aeo-20260909.htm (Primary)

EX-99.1 (aeo-ex99_1.htm)

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8-K

8-K (Primary)

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8-K

0000919012false00009190122026-09-092026-09-09

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): September 09, 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 2.02 Results of Operations and Financial Condition.

On September 9, 2026, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the second quarter ended August 1, 2026. 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 January 31, 2026, 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 September 9, 2026

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:

September 9, 2026

By:

/s/ Ravi Thanawala

Ravi Thanawala

Executive Vice President, Chief Financial Officer

EX-99.1

Filename: aeo-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

AEO Inc. Reports Second Quarter Fiscal 2026 Results

•

Record revenue increases to $1.4 billion with total comparable sales up 6%

•

Aerie and OFFLINE total revenue grew 25% – including 19% comparable sales growth

•

Updates fiscal 2026 operating income guidance in the range of $540 to $550 million, inclusive of net tariff refund benefit

September 9, 2026 – PITTSBURGH – (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced financial results for the second quarter ended August 1, 2026.

“The second quarter reflects the value of our AEO Inc. portfolio, led by the broad-based momentum of Aerie and OFFLINE, alongside encouraging progress at American Eagle. We continue to expand Aerie's reach and deepen brand awareness, leveraging authentic connections to attract new customers and fuel engagement. AE saw sequential improvement from the first quarter, including the fourth consecutive quarter of growth in men’s, and we remain focused on opportunities to drive greater consistency in the women’s business,” commented Jay Schottenstein, Executive Chairman of the Board and Chief Executive Officer - AEO Inc.

“Looking ahead to the second half, we are committed to building on the continued momentum in Aerie and OFFLINE, accelerating improvement at American Eagle, and unlocking greater consistency and profitability across the business,” he concluded.

Second Quarter 2026 Results:

•

Total net revenue of $1.38 billion increased 8% to last year. Total comparable sales increased 6%.

•

Aerie comparable sales grew 19%. American Eagle comparable sales decreased 1%.

•

Gross profit of $672 million rose 34% from $500 million last year and gross margin of 48.7% expanded 980 basis points.

Included in gross profit this quarter is a net benefit of $179 million related to tariff refunds, which drove 1300 basis points of the gross margin expansion.

Merchandise margins deleveraged 330 basis points, with margin rate improvement in Aerie offset by American Eagle.

•

Selling, general and administrative (SG&A) expenses of $408 million increased 19% and 290 basis points to a rate of 29.6%.

Included in SG&A this quarter is $18 million, or 130 basis points, of tariff refund related incentive compensation expense, partially offset by tariff refunds received.

The remaining increase was primarily driven by planned investments in advertising.

•

Operating profit was $211 million compared to $103 million last year. Operating margin of 15.3% compared to 8.0% last year.

Included in operating profit this quarter is a net benefit of $161 million related to tariff refunds, which drove 1170 basis points of the operating margin expansion.

•

Other income of $14 million included a $12 million gain on equity method investments.

•

Interest expense of $47 million increased due to an agreement related to the sale of certain tariff refund claims.

•

Diluted earnings per share of $0.79 compared to $0.45 last year. Average diluted shares outstanding were 170 million.

Inventory

Consolidated inventory at cost was up 14%, with units up 9%. The increase in cost includes the impact of incremental tariffs this year. Unit inventory plans will continue to be rebalanced between brands and categories for the remainder of the year.

Tariff Refunds

During the second quarter, the company received International Emergency Economic Powers Act (IEEPA) tariff refunds of $196 million, including interest. These tariff refunds benefitted the company’s second quarter 2026 results. Accordingly, the company accrued incremental incentive compensation of $35 million in the quarter, which impacted both gross profit and SG&A expenses. The net operating income benefit of tariff refunds was $161 million for the second quarter 2026. The company has received substantially all of the tariff refunds for which it submitted refund claims. Additionally, during the second quarter, the company recorded interest expense of $45 million related to an agreement with a third-party buyer for the sale of certain tariff refund claims entered into during the prior fiscal year.

Shareholder Returns

During the second quarter, the company returned $21 million to shareholders via a quarterly cash dividend of $0.125 per share, paid to shareholders of record as of July 10, 2026.

Capital Expenditures

Capital expenditures totaled $66 million in the second quarter. The company expects 2026 capital expenditures to be in the range of $250 to $260 million.

Outlook

All guidance is based on estimates and includes the impact of IEEPA tariff refunds.

Third Quarter 2026 Outlook

Fiscal Year 2026 Outlook

Comparable Sales

+Mid-to-High Single Digits

+Mid Single Digits

Gross Margin

Flat YoY

Up YoY

SG&A

+High-Single Digits

+Low-Double Digits

Depreciation and Amortization

$55 M

Approximately $215 M

Operating Income

$110 M to $115 M

$540 M to $550 M

Weighted Average Share Count

Low 170 millions

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.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS 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 views, expectations, beliefs, assumptions and estimates concerning future events, including, without limitation, expected results for the third quarter and full-year fiscal 2026. All statements other than statements of historical facts contained in this release and related statements by management are forward-looking statements. Words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may", "outlook", "plan," "potential," "project," "should," "target," "will," or "would" or the negative of these terms or other 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. You are cautioned to not unduly rely upon these statements. Any forward-looking statement speaks only as of the date on which such statement is made, and 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. Because these forward-looking statements involve known and unknown risks and uncertainties, the following important 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 January 31, 2026 and in any other filings that we have made or may in the future 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 and gain market share in the face of declining shopping center traffic or attract customers to our stores; our inability to react to raw material cost, labor and energy cost increases; 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 foreign trade issues, including 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 uncertainty with respect to tariffs and other trade restrictions, the possibility that product costs may be affected by other foreign trade issues, such as the availability of further tariff refunds, currency exchange rate fluctuations, increasing prices for raw materials, supply chain issues, the potential for a trade war, 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, 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. In addition, we operate in a highly competitive and rapidly changing environment; therefore, new risk factors can arise, and it is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement.

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

CONTACT

Corporate Communications & Investor Relations

412-432-3300

LineMedia@ae.com

AMERICAN EAGLE OUTFITTERS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

August 1, 2026

August 2, 2025

Assets

Current assets:

Cash and cash equivalents

147,954

126,780

Merchandise inventory

817,910

718,337

Accounts receivable, net

245,231

237,355

Prepaid expenses

103,331

167,295

Other current assets

22,257

21,335

Total current assets

1,336,683

1,271,102

Operating lease right-of-use assets

1,646,845

1,604,457

Property and equipment, at cost, net of accumulated depreciation

814,979

773,872

Goodwill, net

225,181

225,231

Non-current deferred income taxes

93,664

48,322

Intangible assets, net

35,974

40,674

Other assets

125,495

97,374

Total assets

4,278,821

4,061,032

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

253,663

247,578

Current portion of operating lease liabilities

309,108

321,334

Accrued compensation and payroll taxes

94,629

49,534

Unredeemed gift cards and gift certificates

62,837

57,376

Accrued income and other taxes

29,084

30,631

Other current liabilities and accrued expenses

90,067

76,932

Total current liabilities

839,388

783,385

Non-current liabilities:

Non-current operating lease liabilities

1,556,639

1,473,119

Long-term debt, net

55,000

203,000

Other non-current liabilities

65,479

56,918

Total non-current liabilities

1,677,118

1,733,037

Stockholders’ equity:

Preferred stock

—

Common stock

2,496

Contributed capital

360,833

369,478

Accumulated other comprehensive loss

(16,357

)

(34,646

)

Retained earnings

2,678,371

2,416,980

Treasury stock

(1,261,525

)

(1,213,046

)

Total AEO stockholders' equity

1,763,818

1,541,262

Non-controlling interests

(1,503

)

3,348

Total stockholders’ equity

1,762,315

1,544,610

Total liabilities and stockholders’ equity

4,278,821

4,061,032

Current Ratio

1.59

1.62

AMERICAN EAGLE OUTFITTERS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; Dollars and shares in thousands, except per share amounts)

13 weeks ended

August 1, 2026

August 2, 2025

(In thousands)

(Percentage of revenue)

(In thousands)

(Percentage of revenue)

Total net revenue

1,380,375

100.0

1,283,675

100.0

Cost of sales, including certain buying, occupancy and warehouse expenses

708,311

51.3

783,713

61.1

Gross profit

672,064

48.7

499,962

38.9

Selling, general and administrative expenses

408,354

29.6

342,211

26.7

Depreciation and amortization expense

52,305

3.8

54,666

4.2

Operating income

211,405

15.3

103,085

8.0

Interest expense, net

47,125

3.4

1,919

0.1

Other (income) loss, net

(13,771

)

(1.0

)

648

0.1

Income before income taxes

178,051

12.9

100,518

7.8

Provision for income taxes

44,366

3.2

23,705

1.8

Net income

133,685

9.7

76,813

6.0

Net loss attributable to non-controlling interests

399

0.0

820

0.0

Net income attributable to AEO

134,084

9.7

77,633

6.0

Basic net income per common share attributable to AEO

0.80

0.45

Diluted net income per common share attributable to AEO

0.79

0.45

Weighted average common shares outstanding - basic

167,059

170,756

Weighted average common shares outstanding - diluted

170,180

171,659

AMERICAN EAGLE OUTFITTERS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; Dollars and shares in thousands, except per share amounts)

26 weeks ended

August 1, 2026

August 2, 2025

(In thousands)

(Percentage of revenue)

(In thousands)

(Percentage of revenue)

Total net revenue

2,575,660

100.0

2,373,275

100.0

Cost of sales, including certain buying, occupancy and warehouse expenses

1,447,425

56.2

1,550,892

65.3

Gross profit

1,128,235

43.8

822,383

34.7

Selling, general and administrative expenses

784,846

30.5

680,998

28.7

Impairment and restructuring charges

—

0.0

17,119

0.7

Depreciation and amortization expense

103,760

4.0

106,363

4.5

Operating income

239,629

9.3

17,903

0.8

Interest expense, net

54,978

2.1

1,700

0.1

Other (income) loss, net

(20,993

)

(0.8

)

816

(0.0

)

Income before income taxes

205,644

8.0

15,387

0.7

Provision for income taxes

49,024

1.9

3,992

0.2

Net income

156,620

6.1

11,395

0.5

Net loss attributable to non-controlling interests

987

0.0

1,339

0.0

Net income attributable to AEO

157,607

6.1

12,734

0.5

Basic net income per common share attributable to AEO

0.94

0.07

Diluted net income per common share attributable to AEO

0.92

0.07

Weighted average common shares outstanding - basic

167,447

175,156

Weighted average common shares outstanding - diluted

171,277

176,482

AMERICAN EAGLE OUTFITTERS, INC.

NET REVENUE BY SEGMENT

(Unaudited; Dollars in thousands)

13 weeks ended

26 weeks ended

August 1, 2026

August 2, 2025

August 1, 2026

August 2, 2025

Net Revenue:

American Eagle

805,883

800,406

1,484,359

1,494,271

Aerie

535,822

429,084

1,016,648

788,872

Other

38,670

61,523

74,653

105,494

Intersegment Elimination

—

(7,338

)

—

(15,362

)

Total Net Revenue

1,380,375

1,283,675

2,575,660

2,373,275

AMERICAN EAGLE OUTFITTERS, INC.

STORE INFORMATION

(Unaudited)

13 weeks ended

26 weeks ended

August 1, 2026

Consolidated stores at beginning of period

1,170

1,168

Consolidated stores opened during the period

AE Brand (1)

—

Aerie (incl. OFFL/NE) (2)

Consolidated stores closed during the period

AE Brand (1)

)

Aerie (incl. OFFL/NE) (2)

)

Unsubscribed

)

Total consolidated stores at end of period

1,167

Stores by Brand

AE Brand (1)

802

Aerie (incl. OFFL/NE) (2)

335

Todd Snyder

Unsubscribed

Total consolidated stores at end of period

1,167

Total gross square footage at end of period (in '000)

7,260

International license locations at end of period (3)

376

(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.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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