URBAN OUTFITTERS (URBN) CFO converts RSUs and PSUs, withholds shares for taxes

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Chief Financial Officer Melanie Marein-Efron reported routine equity compensation activity. On March 11, 2026, she exercised performance-based restricted stock units and restricted stock units, converting them into 6,758 common shares at a conversion price of $0.00 per share.

To cover tax obligations related to these awards, 3,102 common shares were withheld at a price of $64.93 per share, recorded as tax-withholding dispositions rather than open-market sales. Following these transactions, she directly holds 22,059 common shares of URBAN OUTFITTERS INC.

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

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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^*

Marein-Efron Melanie

(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)
	Chief Financial Officer

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		3,379	A	(1)	21,782	D
Common Shares	03/11/2026		F		1,551	D	$64.93	20,231	D
Common Shares	03/11/2026		M		3,379	A	(2)	23,610	D
Common Shares	03/11/2026		F		1,551	D	$64.93	22,059	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Based Restricted Stock Unit	(1)	03/11/2026		M			3,379	(3)	(3)	Common Shares	3,379	$0	6,759	D
Restricted Stock Unit	(2)	03/11/2026		M			3,379	(4)	(4)	Common Shares	3,379	$0	6,759	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/ Melanie Marein-Efron	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.
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.

FAQ

What did URBN CFO Melanie Marein-Efron report in this Form 4 filing?

URBN CFO Melanie Marein-Efron reported routine equity compensation activity. She exercised performance-based restricted stock units and restricted stock units into common shares, with a portion of the resulting shares withheld to satisfy tax obligations rather than sold in the open market.

How many URBN shares did the CFO acquire through equity awards?

The CFO acquired 6,758 URBAN OUTFITTERS INC common shares through the exercise or conversion of performance-based restricted stock units and restricted stock units. These transactions were recorded with a conversion price of $0.00 per share, reflecting equity compensation rather than cash purchases.

How many URBN shares were withheld for taxes in this Form 4?

A total of 3,102 URBN common shares were withheld to cover tax liabilities. These tax-withholding dispositions were recorded at a price of $64.93 per share and are not open-market sales, but an automatic mechanism to satisfy associated tax obligations.

What is Melanie Marein-Efron’s URBN share ownership after these transactions?

After the reported equity award exercises and tax-withholding dispositions, Melanie Marein-Efron directly holds 22,059 URBAN OUTFITTERS INC common shares. This figure reflects her updated direct ownership position following all Form 4 transactions on March 11, 2026.

Were there any open-market purchases or sales by the URBN CFO in this filing?

No open-market purchases or sales were reported. The Form 4 shows only the exercise or conversion of restricted stock units and performance-based units into common shares, and share dispositions solely to satisfy tax obligations at $64.93 per share.

What do the PSUs and RSUs in URBN’s Form 4 represent for the CFO?

The performance-based restricted stock units (PSUs) and restricted stock units (RSUs) represent contingent rights to receive URBN common shares. As they vest and convert, they increase the CFO’s equity stake, subject to performance measures and continued employment conditions noted in the footnotes.