Urban Outfitters (NASDAQ: URBN) director exercises 20,000 options, withholds shares for tax

Q: What insider transaction did URBN director Edward N. Antoian report on this Form 4?

Edward N. Antoian reported exercising options for 20,000 URBN common shares . The filing also shows a related tax-withholding disposition, where a portion of the shares was used to satisfy tax obligations rather than being sold in the open market.

Q: How many Urban Outfitters (URBN) shares did Edward N. Antoian acquire and at what price?

He acquired 20,000 common shares of URBN through an option exercise at $23.74 per share . This was recorded as a derivative exercise, converting director stock options into common stock on the reported transaction date.

Q: What does the tax-withholding disposition on Edward N. Antoian’s URBN Form 4 mean?

The tax-withholding disposition reflects 6,459 shares used to pay tax liabilities. Instead of paying taxes in cash, shares were withheld and disposed of, a common non-market mechanism that does not represent an open-market sale decision.

Q: What happened to Edward N. Antoian’s URBN director stock options in this filing?

The filing shows a full exercise of a 20,000-share director stock option with a $23.74 exercise price. After exercising into common shares, the option position is reduced to zero, indicating no remaining shares under that specific option grant.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

URBAN OUTFITTERS INC director Edward N. Antoian exercised options to acquire 20,000 common shares at $23.74 per share. To cover tax obligations, 6,459 shares were withheld and disposed of in a non-market transaction. After these moves, he directly holds 62,078 common shares.

Insider Trade Summary

20,000 shares exercised/converted

Mixed 3 txns

Insider ANTOIAN EDWARD N

Role null

Type	Security	Shares	Price	Value
Exercise	Director Stock Option - right to buy	20,000	$0.00	--
Exercise	Common Shares	20,000	$23.74	$475K
Tax Withholding	Common Shares	6,459	$73.51	$475K

Holdings After Transaction: Director Stock Option - right to buy — 0 shares (Direct, null); Common Shares — 68,537 shares (Direct, null)

Footnotes (1)

Key Figures

Options exercised: 20,000 shares Exercise price: $23.74/share Tax-withheld shares: 6,459 shares +3 more

6 metrics

Options exercised 20,000 shares Common shares acquired via option exercise at $23.74

Exercise price $23.74/share Director stock option conversion into common shares

Tax-withheld shares 6,459 shares Shares disposed to cover tax liability

Price at tax withholding $73.51/share Value used for tax-withholding disposition

Shares held after transactions 62,078 shares Direct ownership of URBN common shares post-transaction

Exercised option grant 20,000 underlying shares Director stock option converted into common shares

Key Terms

tax-withholding disposition, derivative exercise/conversion, Director Stock Option - right to buy, non-derivative, +1 more

5 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Director Stock Option - right to buy financial

"security_title": "Director Stock Option - right to buy""

non-derivative financial

"transaction_type": "non-derivative""

derivative financial

"transaction_type": "derivative""

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 05:21 PM

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ANTOIAN EDWARD N

(Last)

(First)

(Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA

PENNSYLVANIA

19112

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	05/22/2026		M		20,000	A	$23.74	68,537	D
Common Shares	05/22/2026		F		6,459	D	$73.51	62,078	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option - right to buy	$23.74	05/22/2026		M			20,000	06/01/2020	06/03/2026	Common Shares	20,000	$0	0	D

Explanation of Responses:

	/s/ Edward N. Antoian	05/26/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did URBN director Edward N. Antoian report on this Form 4?

Edward N. Antoian reported exercising options for 20,000 URBN common shares. The filing also shows a related tax-withholding disposition, where a portion of the shares was used to satisfy tax obligations rather than being sold in the open market.

How many Urban Outfitters (URBN) shares did Edward N. Antoian acquire and at what price?

He acquired 20,000 common shares of URBN through an option exercise at $23.74 per share. This was recorded as a derivative exercise, converting director stock options into common stock on the reported transaction date.

What does the tax-withholding disposition on Edward N. Antoian’s URBN Form 4 mean?

The tax-withholding disposition reflects 6,459 shares used to pay tax liabilities. Instead of paying taxes in cash, shares were withheld and disposed of, a common non-market mechanism that does not represent an open-market sale decision.

How many URBN shares does Edward N. Antoian hold after these reported transactions?

Following the option exercise and tax-withholding disposition, Edward N. Antoian directly holds 62,078 URBN common shares. This post-transaction balance shows his remaining equity position after converting options and covering associated tax obligations with shares.

Were any Urban Outfitters (URBN) shares sold on the open market in this Form 4?

No open-market sales are indicated in this Form 4. The only disposition is a tax-withholding transaction of 6,459 shares, classified as payment of tax liability by delivering securities rather than an elective market sale.

What happened to Edward N. Antoian’s URBN director stock options in this filing?

The filing shows a full exercise of a 20,000-share director stock option with a $23.74 exercise price. After exercising into common shares, the option position is reduced to zero, indicating no remaining shares under that specific option grant.