URBAN OUTFITTERS (URBN) exec reports RSU, PSU vesting and tax-share disposals

Rhea-AI Filing Summary

URBAN OUTFITTERS INC executive Tricia D. Smith, Global CEO of Anthropologie Group, reported equity award vesting and related share dispositions. She acquired 9,273 common shares on March 5, 2026 upon exercise/conversion of performance-based and time-based restricted stock units at $0.00 per share.

Two transactions disposed of 2,894 and 3,391 common shares at $65.62 per share to satisfy tax liabilities associated with these awards. After these movements, she directly owned 17,338 common shares.

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^*

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)
03/05/2026

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	03/05/2026		M		9,273	A	(1)	14,350	D
Common Shares	03/05/2026		F		2,894	D	$65.62	11,456	D
Common Shares	03/05/2026		M		9,273	A	(2)	20,729	D
Common Shares	03/05/2026		F		3,391	D	$65.62	17,338	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)	03/05/2026		M			9,273	(3)	(3)	Common Shares	9,273	$0	9,273	D
Restricted Stock Unit	(2)	03/05/2026		M			9,273	(4)	(4)	Common Shares	9,273	$0	9,273	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 6, 2025, March 5, 2026 and March 4, 2027, 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 2025, 2026 and 2027.

4. One-third of the total number of RSUs granted are eligible to vest on each of March 6, 2025, March 5, 2026 and March 4, 2027, contingent on the continued employment of the reporting person through such date.

	/s/ Tricia D. Smith	03/09/2026
	** 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).
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FAQ

What insider activity did URBN executive Tricia Smith report on this Form 4?

Tricia D. Smith reported vesting of equity awards and related share dispositions. She acquired 9,273 URBAN OUTFITTERS common shares through conversion of restricted stock units and performance-based units, and a portion of shares was disposed of to cover associated tax obligations.

How many URBN shares did Tricia Smith acquire through RSU and PSU conversions?

She acquired 9,273 URBN common shares at no cost through exercise or conversion of restricted stock units and performance-based restricted stock units. Each unit represents a contingent right to receive one share, triggered upon meeting vesting and performance conditions described in the award terms.

Why were some of Tricia Smith’s URBN shares disposed of in this filing?

Shares were disposed of to pay tax liabilities arising from the vesting and conversion of stock units. Two transactions labeled with code F transferred 2,894 and 3,391 shares at $65.62 per share as tax-withholding dispositions, rather than open-market sales for investment purposes.

What is Tricia Smith’s URBN common share ownership after these transactions?

Following the reported acquisitions and tax-withholding dispositions, Tricia D. Smith directly owned 17,338 URBAN OUTFITTERS common shares. This figure reflects her updated direct ownership after the equity awards settled into stock and the related tax-share transfers were completed.

How do URBN performance-based restricted stock units (PSUs) work for Tricia Smith?

Each PSU represents a contingent right to receive one common share. One-third of the PSUs may vest on March 6, 2025, March 5, 2026, and March 4, 2027, if she remains employed and performance targets tied to average operating profit margin for fiscal 2025–2027 are satisfied.

What are the vesting terms for URBN restricted stock units (RSUs) granted to Tricia Smith?

Each RSU grants a contingent right to one common share. One-third of the RSUs are eligible to vest on March 6, 2025, March 5, 2026, and March 4, 2027, provided Tricia Smith continues her employment with the company through each respective vesting date.