UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
March 17, 2025
(
(Exact name of Registrant as Specified in Its Charter)
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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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 14, 2025, American Eagle Outfitters, Inc. (the “Company”) entered into an accelerated share repurchase agreement (the “ASR Agreement”), pursuant to its previously announced share repurchase program, with Bank of America, N.A. (“Bank of America”) to repurchase approximately $200 million of the Company’s common stock.
Under the ASR Agreement, the Company will make an aggregate payment of $200 million to Bank of America and will receive an aggregate initial delivery of approximately 14.5 million shares of common stock over the three consecutive trading days beginning on March 14, 2025, representing approximately 80% of the total shares that are expected to be repurchased under the ASR. The exact number of shares the Company ultimately will repurchase under the ASR Agreement will be based generally on the average of the daily volume-weighted average price per share of the common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. At settlement, under certain circumstances, Bank of America may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required either to deliver shares of common stock or to make a cash payment to Bank of America. Final settlement of the transactions under the ASR Agreement is expected to occur by the end of the second quarter of 2025.
The foregoing description of the ASR Agreement does not purport to be complete and is qualified in its entirety by reference to the ASR Agreement, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On March 17, 2025, the Company issued a press release announcing entry into the $200 million ASR with Bank of America. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company expects to fund the cash portion of the consideration payable under the ASR using available cash on hand and borrowings under the Company’s existing $700 million ABL facility.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Accelerated Share Repurchase Agreement, dated March 14, 2025, by and between American Eagle Outfitters, Inc. and Bank of America, N.A. | |
| 99.1 | Press Release, dated March 17, 2025. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |
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.
| Date: March 17, 2025 | AMERICAN EAGLE OUTFITTERS, INC. | |||
| /s/ Michael A. Mathias | ||||
| Michael A. Mathias | ||||
| Executive Vice President, Chief Financial Officer | ||||