URBAN OUTFITTERS (URBN) grants PSUs and RSUs to Anthropologie Group CEO

Rhea-AI Filing Summary

URBAN OUTFITTERS INC reported that Global CEO Anthropologie Group Tricia D. Smith received equity awards on March 3, 2026. She acquired 12,083 Performance Based Restricted Stock Units and 12,083 Restricted Stock Units, each representing a right to one common share, at no cash price. One-third of each award is eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030, subject to continued employment, and the PSUs also depend on performance measures tied to average operating profit margin for fiscal years 2028, 2029 and 2030.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Tricia D

(Last) (First) (Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [ URBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Global CEO Anthropologie Group

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Based Restricted Stock Unit	(1)	03/03/2026		A			12,083	(2)	(2)	Common Shares	12,083	$0	12,083	D
Restricted Stock Unit	(3)	03/03/2026		A			12,083	(4)	(4)	Common Shares	12,083	$0	12,083	D

Explanation of Responses:

1. Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.

2. One-third of the total number of PSUs granted are eligible to vest on of March 2, 2028, March 1, 2029 and March 7, 2030, contingent on the continued employment of the reporting person through such date and the satisfaction of certain performance measures relating to the issuer's average operating profit margin for the fiscal years 2028, 2029 and 2030.

3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.

4. One-third of the total number of RSUs granted are eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030, contingent on the continued employment of the reporting person through such date.

	/s/ Tricia D. Smith	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider equity awards were reported for URBN executive Tricia D. Smith?

Tricia D. Smith, Global CEO Anthropologie Group, was granted 12,083 Performance Based Restricted Stock Units and 12,083 Restricted Stock Units. Each unit represents a contingent right to receive one URBAN OUTFITTERS INC common share, subject to vesting and, for PSUs, specified performance conditions.

How do the Performance Based Restricted Stock Units for URBN vest for Tricia D. Smith?

The Performance Based Restricted Stock Units vest in three equal parts on March 2, 2028, March 1, 2029 and March 7, 2030. Vesting is contingent on Tricia D. Smith’s continued employment through each date and achievement of performance measures tied to average operating profit margin.

What performance measures affect the URBN PSUs granted to Tricia D. Smith?

The PSUs granted to Tricia D. Smith depend on performance measures related to URBAN OUTFITTERS INC’s average operating profit margin. These measures apply to fiscal years 2028, 2029 and 2030, and must be satisfied in addition to continued employment for the PSUs to become eligible to vest.

What are the vesting terms for the URBN Restricted Stock Units granted to Tricia D. Smith?

The Restricted Stock Units vest in three equal installments on March 2, 2028, March 1, 2029 and March 7, 2030. Vesting is contingent solely on Tricia D. Smith’s continued employment with URBAN OUTFITTERS INC through each respective vesting date, without additional performance conditions.

What does each PSU and RSU granted to Tricia D. Smith at URBN represent?

Each Performance Based Restricted Stock Unit and each Restricted Stock Unit represents a contingent right to receive one URBAN OUTFITTERS INC common share. Delivery of the shares depends on meeting the stated vesting conditions, and for PSUs also achieving specified operating profit margin performance metrics.

How many URBN derivative securities does Tricia D. Smith hold after these grants?

Following these acquisitions, Tricia D. Smith holds 12,083 Performance Based Restricted Stock Units and 12,083 Restricted Stock Units as derivative securities. These awards are held directly and remain subject to the time-based and, for PSUs, performance-based vesting requirements described in the filing.