AMERICAN EAGLE OUTFITTERS INC

In this Proxy Statement, American Eagle Outfitters, Inc. (together with its subsidiaries) is referred to as “AEO,” the “Company,” “we,” “us” or “our.” References throughout this Proxy Statement to “Fiscal 2024” and “Fiscal 2025” refer to our fiscal years ended February 1, 2025 and January 31, 2026, respectively, and references to “Fiscal 2026” refer to our fiscal year ending January 30, 2027.

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) to vote your shares at the Annual Meeting of Stockholders to be held on June 26, 2026, at 11:00 a.m., Eastern Daylight time (the “2026 Annual Meeting”), and at any adjournment, postponement or continuation thereof. This Proxy Statement is first being mailed or released to the stockholders on or about May 15, 2026.

This summary highlights information contained in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. Please see “Information about this Proxy Statement and the Annual Meeting” beginning on page 88.

In order to attend the virtual 2026 Annual Meeting, you must register at https://web.viewproxy.com/ae/2026 by 11:59 p.m. Eastern Daylight Time on June 23, 2026. On the day of the 2026 Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your meeting registration confirmation. There will not be a physical meeting location, and you will not be able to attend the meeting in person. Please see page 88 for important information.