AMERICAN EAGLE OUTFITTERS INC

This Quarterly Report on Form 10-Q (this "Quarterly Report") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on the views and beliefs of management of American Eagle Outfitters, Inc. (the "Company," "we," "us," and "our"), as well as assumptions and estimates made by management. Any forward-looking statement speaks only as of the date on which such statement is made, and we do not intend to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Forward-looking statements should not be relied upon as a prediction of actual results. Actual results could differ materially from those expressed or implied in such forward-looking statements as a result of various risk factors, including those contained in this Quarterly Report and in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the Securities and Exchange Commission (the "SEC") on March 30, 2026 (the "Fiscal 2025 Form 10-K"). 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. As used herein, “Fiscal 2028” refers to the 53-week period that will end on February 3, 2029. "Fiscal 2027" refers to the 52-week period that will end on January 29, 2028. "Fiscal 2026" refers to the 52-week period that will end on January 30, 2027. "Fiscal 2025" refers to the 52-week period ended January 31, 2026.

All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. Words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” "estimate," “expect,” “intend,” “may,” “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 words. Our forward-looking statements include, but are not limited to, statements about:

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the planned opening of new stand-alone and side-by-side locations, the selection of existing stores for remodeling, and the closure of certain stores at the expiration of their lease terms;

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the success of our core American Eagle and Aerie brands through our omni-channel and licensed outlets within North America and internationally;

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the success of our business priorities and strategies;

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the continued validity of our trademarks;

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our performance during the back-to-school and holiday selling seasons;

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the reduction of operating expenses and capital expenditures, including through our profit improvement program, and resulting impact on our results of operations;

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the accuracy of the estimates and assumptions we make pursuant to our critical accounting policies and estimates;

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the payment of a dividend in future periods;

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our ability to fund our current and long-term cash requirements through current cash holdings and available liquidity, including under our revolving credit facility;

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the extent to which our product costs have been and may continue to be adversely affected by foreign trade issues, including import tariffs and other trade restrictions, increasing prices for raw materials, supply chain issues, the potential for a trade war, currency exchange rate fluctuations, political instability, or other reasons, any of which could impact our profitability;

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the extent to which our suppliers may be impacted by economic conditions and cycles and changing laws and regulatory requirements, including increases in prices for raw materials, the imposition of, or changes or uncertainties relating to, tariffs, any of which could impact our suppliers' ability to do business with us or cause us to terminate our relationship with them and require us to find replacements, which we may have difficulty doing;

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the possibility of changes in global economic and financial conditions, and resulting impacts on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits;

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the effect of inflation on our business;

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the possibility that we may be required to take additional write-downs, impairment or other restructuring charges; and

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the ability of our distribution centers and stores to maintain adequate staffing to meet increased customer demand.

Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the following:

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the risk that global economic conditions and the effect of economic pressures and other business factors on discretionary consumer spending and changes in consumer preferences have had, and will likely continue to have, a material adverse effect on our business, results of operations and financial condition;

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the risk that our inability to anticipate and respond to changing consumer preferences and fashion trends and fluctuations in consumer demand in a timely manner could adversely impact our business and results of operations;

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the risk that seasonality may cause sales to fluctuate and negatively impact our results of operations;

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the risks associated with operating in a highly competitive industry, and facing significant pricing pressures from existing and new competitors;

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the risk that our results could be adversely affected by events beyond our control, such as natural disasters, public health crises, political crises and results of elections, negative global climate patterns, or other catastrophic events;

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the risk that impairment to goodwill, intangible assets, and other long-lived assets, could adversely impact our profitability;

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the risk that our inability to grow and optimize our digital channels and leverage omni-channel capabilities could adversely impact our business;

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the risk that our failure to manage growth in our omni-channel operations and the resulting impact on our distribution and fulfillment networks may have an adverse effect on our results of operations;

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the risk that failure to maintain and grow a brand-relevant customer loyalty experience could have a negative impact on our growth and profitability;

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the risk that our inability to execute on our key business priorities could have a negative impact on our growth and profitability;

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the risk that our current international operations and efforts to further expand internationally expose us to risks inherent in operating in other countries;

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the risk that failure to protect our reputation could have a material adverse effect on our brands;

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the risk that failure to continue to obtain or maintain high-quality endorsers of our products, or actions taken by our endorsers, could harm our business;

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the risk that we rely on third parties to drive traffic to our platform, and these providers may change their algorithms or pricing, or may be subject to new laws and regulations, in ways that could negatively affect our business, financial condition, cash flows, and results of operations;

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the risks associated with our inability to implement and sustain adequate information technology systems could adversely impact our profitability and the loss of disruption of information technology systems could have a material adverse effect on our business;

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the risks related to our electronic processing of sensitive and confidential personal and business data. If such data are lost or disclosed in an unauthorized manner, or if we or our third-party vendors are subject to cyberattacks, data breaches, other security incidents, or disruption of information technology systems or software, such events could expose us to liability, damage our reputation, and have a material adverse effect on our business;

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risks associated with our international merchandise sourcing strategy subjects us to risks that could adversely impact our business and results of operations;

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the risk that failure to properly manage and allocate our inventory could have an adverse effect on our business, sales, margins, financial condition, and results of operations;

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the risk that our inability to achieve planned store performance, gain market share in the face of declining shopping center traffic or attract customers to our stores could adversely impact our profitability and our results of operations;

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the risks associated with our significant lease obligations and with leasing substantial amounts of space, including future increases in occupancy costs and the need to generate significant cash flow to meet our lease obligations;

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the risks associated with our reliance on key personnel, the loss of whom could have a material adverse effect on our business;

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the risks associated with the increases in labor costs, including wages, could adversely impact our operational results, financial condition and results of operations;

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the risks that new tax legislation, including legislation implementing changes in taxation of international business activities, could be enacted at any time and new interpretations or applied laws could increase our compliance, operating and other costs. These costs, together with fluctuations in our tax obligations and effective tax rate could adversely affect us; and

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the risk that the unfavorable outcome of pending or future litigation could have an adverse impact on our business, financial condition, and results of operations.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or results. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.