Form 8-K

8-K — AMERICAN EAGLE OUTFITTERS INC

Accession: 0001193125-26-245310

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0000919012

SIC: 5651 (RETAIL-FAMILY CLOTHING STORES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — aeo-20260528.htm (Primary)

EX-99.1 (aeo-ex99_1.htm)

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8-K

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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): May 28, 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 May 28, 2026, American Eagle Outfitters, Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the first quarter ended May 2, 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 May 28, 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:

May 28, 2026

By:

/s/ Michael A. Mathias

Michael A. Mathias

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 First Quarter Fiscal 2026 Results

•

Record first quarter revenue of $1.2 billion, increasing 10% to last year

•

Aerie achieved record first quarter revenue with comps up 25%; surpasses $2 billion in revenue on a trailing 12 month basis

•

Operating profit of $28 million exceeded first quarter guidance

•

Reiterates fiscal 2026 operating income guidance of $390 to $410 million

May 28, 2026 – PITTSBURGH – (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced financial results for the first quarter ended May 2, 2026.

“We entered 2026 with strong momentum, delivering double-digit top-line growth and operating income ahead of guidance. This quarter reflected the strength of our portfolio and the power of Aerie. Driven by compelling product assortments and a deep emotional connection with customers, the brand achieved exceptional multi-channel growth and profitability, further amplified by the continued relevance of the '100% Aerie REAL' campaign. While results at American Eagle were mixed, our teams are moving decisively to reignite the women’s business and strengthen product execution and brand positioning,” commented Jay Schottenstein, Executive Chairman of the Board and Chief Executive Officer - AEO Inc.

“Looking ahead, our priorities are clear. Despite continued consumer and macroeconomic uncertainty, we remain confident in our ability to navigate near-term headwinds. We are focused on operational excellence and disciplined execution to drive long-term value for AEO and our shareholders,” he concluded.

First Quarter 2026 Results:

•

Total net revenue of $1.2 billion increased 10% to last year. Total comparable sales increased 8%.

•

Aerie comparable sales grew 25%. American Eagle comparable sales decreased 2%.

•

Gross profit of $456 million rose 41% from $322 million last year. The gross margin of 38.2% increased 860 basis points to last year.

Merchandise margins improved 710 basis points, driven primarily by last year’s $75 million inventory writedown.

Buying, Occupancy and Warehousing (BOW) expenses leveraged 150 basis points due to the increase in sales and continued cost optimization initiatives

•

Selling, general and administrative (SG&A) expenses of $376 million increased 11%

and 40 basis points to a rate of 31.5%. The increase was driven by planned investments in advertising, partially offset by leverage in the balance of the expense base.

•

Operating profit was $28 million compared to operating loss of $(85) million, or $(68) million on an adjusted basis, last year. Operating margin of 2.4% compared to (7.8)%, or adjusted operating margin of (6.2)%, last year.

•

Other income of $7 million included a $6 million gain on equity method investments.

•

Interest expense of $8 million increased due to an agreement related to the sale of certain tariff refund claims.

•

GAAP diluted earnings per share of $0.14 compared to $(0.36) last year and adjusted diluted earnings per share of $0.14 compared to $(0.29) last year. Average diluted shares outstanding were 172 million.

Inventory

Total ending inventory increased 27% to $817 million with units up 5%. The increase in cost reflects the impact of tariffs this year and the comparison to last year’s inventory write-down.

Shareholder Returns

During the first quarter, the company repurchased 3 million shares for $53 million. Additionally, the company returned $21 million to shareholders via its quarterly cash dividend of $0.125 per share.

Capital Expenditures

Capital expenditures totaled $61 million in the first 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 a tariff rate of 10% for second quarter receipts and 15% for the back-half of the fiscal year. Guidance excludes any impact from International Emergency Economic Powers Act (IEEPA) tariff refunds.

Second Quarter 2026 Outlook

Fiscal Year 2026 Outlook

Comparable Sales

+Mid-to-High Single Digit

+Mid Single Digit

Gross Margin

Down YoY

Up YoY

SG&A

+Mid Teens

+HSD

Depreciation and Amortization

Mid $50 millions

Approximately $220M

Operating Income

$45 to $50 million

$390 to $410 million

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.

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 measures. 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 tables included in this release reconcile the GAAP financial measures to the non-GAAP financial measures discussed above for the 13 weeks ended May 3, 2025.

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, expected results for the second quarter and full-year fiscal 2026. 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 January 31, 2026 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 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 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.

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 STATEMENTS OF OPERATIONS

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

13 weeks ended

May 2, 2026

May 3, 2025

(In thousands)

(Percentage of revenue)

(In thousands)

(Percentage of revenue)

Total net revenue

1,195,285

100.0

1,089,599

100.0

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

739,113

61.8

767,178

70.4

Gross profit

456,172

38.2

322,421

29.6

Selling, general and administrative expenses

376,492

31.5

338,786

31.1

Impairment and restructuring charges

17,119

1.6

Depreciation and amortization expense

51,454

4.3

51,697

4.7

Operating income (loss)

28,226

2.4

(85,181

)

(7.8

)

Interest expense (income), net

7,853

0.7

(219

)

0.0

Other (income) expense, net

(7,222

)

(0.6

)

168

0.0

Income (loss) before income taxes

27,595

2.3

(85,130

)

(7.8

)

Provision (Benefit) for income taxes

4,658

0.4

(19,712

)

(1.8

)

Net income (loss)

22,937

1.9

(65,418

)

(6.0

)

Net loss attributable to non-controlling interests

588

0.1

519

0.0

Net income (loss) attributable to AEO

23,525

2.0

(64,899

)

(6.0

)

Basic net income (loss) per common share attributable to AEO

0.14

(0.36

)

Diluted net income (loss) per common share attributable to AEO

0.14

(0.36

)

Weighted average common shares outstanding - basic

167,835

179,548

Weighted average common shares outstanding - diluted

172,342

179,548

AMERICAN EAGLE OUTFITTERS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

May 2, 2026

May 3, 2025

Assets

Current assets:

Cash and cash equivalents

103,286

87,853

Merchandise inventory

816,666

645,062

Accounts receivable, net

200,781

228,561

Prepaid expenses

94,383

103,466

Other current assets

23,477

23,082

Total current assets

1,238,593

1,088,024

Operating lease right-of-use assets

1,580,670

1,471,705

Property and equipment, at cost, net of accumulated depreciation

794,943

765,594

Goodwill, net

225,275

225,225

Non-current deferred income taxes

88,068

78,483

Intangible assets, net

36,855

41,549

Other assets

116,466

96,774

Total assets

4,080,870

3,767,354

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

203,813

247,994

Current portion of operating lease liabilities

310,586

319,626

Accrued compensation and payroll taxes

67,810

58,380

Unredeemed gift cards and gift certificates

67,408

63,282

Accrued income and other taxes

44,089

23,114

Other current liabilities and accrued expenses

107,920

75,261

Total current liabilities

801,626

787,657

Non-current liabilities:

Non-current operating lease liabilities

1,479,103

1,337,489

Long-term debt, net

85,000

110,000

Other non-current liabilities

71,597

57,992

Total non-current liabilities

1,635,700

1,505,481

Stockholders’ equity:

Preferred stock

—

Common stock

2,496

Contributed capital

354,723

362,342

Accumulated other comprehensive loss

(15,221

)

(42,105

)

Retained earnings

2,565,906

2,361,273

Treasury stock

(1,263,237

)

(1,212,774

)

Total AEO stockholders' equity

1,644,667

1,471,232

Non-controlling interests

(1,123

)

2,984

Total stockholders’ equity

1,643,544

1,474,216

Total liabilities and stockholders’ equity

4,080,870

3,767,354

Current Ratio

1.55

1.38

AMERICAN EAGLE OUTFITTERS, INC.

GAAP to Non-GAAP Reconciliation

(Dollars in thousands, except per share amounts)

(Unaudited)

13 Weeks Ended

May 3, 2025

Operating Loss

Income Tax Benefit

Effective Tax Rate

Net Loss Attributable to AEO

Earnings per Diluted Share

GAAP Basis

(85,181

)

(19,712

)

23.2

(64,899

)

(0.36

)

% of Revenue

(7.8

(6.0%)

Add: Impairment and restructuring charges (1)

17,119

13,131

0.07

Tax effect of the above (2)

3,988

Non-GAAP Basis

(68,062

)

(15,724

)

23.1

(51,768

)

(0.29

)

% of Revenue

(6.2

(4.8%)

The following footnotes relate to impairment and restructuring charges recorded in the 13 weeks ended May 3, 2025:

(1)

The Company recorded $15.3 million of asset impairment charges primarily related to closing two fulfillment centers as part of its supply chain network optimization project. Of this amount, $10.4 million of charges relate to ROU assets and $4.9 million relates to property and equipment. The Company also recorded $1.8 million of employee severance, primarily related to closing two fulfillment centers.

(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.

AMERICAN EAGLE OUTFITTERS, INC.

NET REVENUE BY SEGMENT

(Unaudited; Dollars in thousands)

13 weeks ended

May 2, 2026

May 3, 2025

Net Revenue:

American Eagle

678,476

693,865

Aerie

480,826

359,788

Other

35,983

43,970

Intersegment Elimination

(8,024

)

Total Net Revenue

1,195,285

1,089,599

AMERICAN EAGLE OUTFITTERS, INC.

STORE INFORMATION

(Unaudited)

13 weeks ended

May 2, 2026

Consolidated stores at beginning of period

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)

)

Total consolidated stores at end of period

1,170

Stores by Brand

AE Brand (1)

804

Aerie (incl. OFFL/NE) (2)

335

Todd Snyder

Unsubscribed

Total consolidated stores at end of period

1,170

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

7,220

International license locations at end of period (3)

357

(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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May 28, 2026

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

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

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

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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.

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

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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 written communications pursuant to Rule 425 under the Securities Act.

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