AEO

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)

December 6, 2022 (December 5, 2022)

AMERICAN EAGLE OUTFITTERS, INC.

(Exact name of Registrant as Specified in Its Charter)

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 (see General Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Exchange Agreements

On December 5, 2022, American Eagle Outfitters, Inc. (the “Company”) entered into separate privately negotiated exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of its 3.75% Convertible Senior Notes due 2025 (the “2025 Notes”). The Noteholders have agreed to exchange (collectively, the “Exchange Transactions”) approximately $60.8 million in aggregate principal amount of the Company’s outstanding 2025 Notes for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The total number of shares of Common Stock to be issued by the Company to the Noteholders will be determined based on the volume-weighted average price of the Company’s Common Stock over a one-day measurement period beginning on December 6, 2022. Accrued interest will be paid in cash. The Exchange Transactions will be completed pursuant to the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). Following the completion of the Exchange Transactions, approximately $9 million in aggregate principal amount of the 2025 Notes will remain outstanding.

The Company will not receive any cash proceeds from the Exchange Transactions. The Exchange Agreements provide for the Company to deliver and pay, as applicable, the shares of Company Common Stock and cash described above, and the Company will receive and cancel the exchanged 2025 Notes.

The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued pursuant to the exemption from the registration requirements of the Securities Act. Each counterparty in the Exchange Transactions has represented that it is (i) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act and (ii) a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreements, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

(d) Exhibits.

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 hereunto duly authorized.