Urban Outfitters (URBN) Co-President Hayne exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Co-President & CCO Margaret Hayne exercised equity awards and had shares withheld for taxes. On March 11, 2026, she exercised 6,560 Performance Based Restricted Stock Units and 6,560 Restricted Stock Units, delivering a total of 13,120 common shares.

To cover tax obligations, 3,012 common shares were withheld at $64.93 per share in two separate tax-withholding dispositions. After these transactions, she directly holds 1,208,409 common shares, with additional indirect holdings through retirement plans, trusts, a foundation, and her spouse.

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^*

Hayne Margaret

(Last) (First) (Middle)

5000 SOUTH BROAD STREEET

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President & CCO

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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
Common Shares	03/11/2026		M		6,560	A	(1)	1,207,873	D
Common Shares	03/11/2026		F		3,012	D	$64.93	1,204,861	D
Common Shares	03/11/2026		M		6,560	A	(2)	1,211,421	D
Common Shares	03/11/2026		F		3,012	D	$64.93	1,208,409	D
Common Shares								11,300	I	By Profit Sharing Fund (401(k)) Plan
Common Shares								4,531,127	I	By Trust
Common Shares								185,573	I	By Spouse as Trustee
Common Shares								35,140	I	By Hayne Foundation
Common Shares								23,480	I	By Spouse through Profit Sharing Fund (401(k)) Plan
Common Shares								17,449,385	I	By Spouse

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)	03/11/2026		M			6,560	(3)	(3)	Common Shares	6,560	$0	13,120	D
Restricted Stock Unit	(2)	03/11/2026		M			6,560	(4)	(4)	Common Shares	6,560	$0	13,120	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. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.

3. One-third of the total number of PSUs granted are eligible to vest on each of March 11, 2026, March 10, 2027 and March 8, 2028, 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 2026, 2027 and 2028.

4. One-third of the total number of RSUs granted are eligible to vest on each of March 11, 2026, March 10, 2027 and March 8, 2028, contingent on the continued employment of the reporting person through such date.

	/s/ Margaret Hayne	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Margaret Hayne report at URBN?

Margaret Hayne reported exercising performance-based and time-based restricted stock units into 13,120 common shares on March 11, 2026. The filing also shows tax-withholding dispositions where 3,012 shares were delivered twice to satisfy tax obligations at $64.93 per share.

Did Margaret Hayne buy or sell Urban Outfitters (URBN) stock on the open market?

The transactions involve option and RSU exercises plus tax-withholding dispositions, not open-market buys or sells. Code M entries reflect derivative exercises, while code F entries represent shares withheld at $64.93 per share to pay taxes on those awards.

How many Urban Outfitters shares does Margaret Hayne hold after these transactions?

Following the March 11, 2026 transactions, Margaret Hayne directly holds 1,208,409 common shares of Urban Outfitters. The filing also lists several indirect positions, including holdings through a 401(k) plan, multiple trusts, a foundation, and substantial share ownership held by her spouse.

What types of equity awards vested for Margaret Hayne at URBN?

The filing shows vesting and exercise of Performance Based Restricted Stock Units (PSUs) and standard Restricted Stock Units (RSUs). Each PSU and RSU represents a contingent right to receive one common share, resulting in 6,560 PSUs and 6,560 RSUs converting into common stock.

Over what period do Margaret Hayne’s PSUs at Urban Outfitters vest?

One-third of the total PSUs granted are eligible to vest on March 11, 2026, March 10, 2027, and March 8, 2028. Vesting depends on her continued employment and performance measures tied to average operating profit margin for fiscal years 2026–2028.

How do Margaret Hayne’s RSUs at URBN vest over time?

One-third of the total RSUs granted are eligible to vest on March 11, 2026, March 10, 2027, and March 8, 2028. Vesting of these RSUs is contingent only on her continued employment with the company through each respective vesting date.

What indirect Urban Outfitters shareholdings are associated with Margaret Hayne?

Indirect holdings include 11,300 shares via a profit sharing 401(k) plan, 4,531,127 shares by a trust, 185,573 shares by spouse as trustee, 35,140 shares by the Hayne Foundation, 23,480 shares via spouse’s 401(k), and 17,449,385 shares held by her spouse.