URBAN OUTFITTERS (URBN) CAO details equity vesting, tax share dispositions

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Chief Administrative Officer Azeez Hayne reported equity award activity involving performance-based restricted stock units, restricted stock units, and common shares on March 5, 2026.

He exercised or converted derivative awards into common shares in several transactions coded "M" at a price of $0.00 per share, including two separate acquisitions of 4,327 common shares each. Two additional transactions coded "F" disposed of 1,389 and 1,337 common shares at $65.62 per share to cover tax liabilities associated with these vestings.

Following these transactions, he continued to hold common shares both directly and indirectly. Indirect holdings include 8,827 and 55,815 common shares held by trusts of which he is a trustee or partial residuary beneficiary, as described in the footnotes. Each PSU and RSU represents a contingent right to receive one common share, with one-third of each grant eligible to vest in 2025, 2026, and 2027 based on continued employment and, for PSUs, performance conditions tied to average operating profit margin.

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^*

Hayne Azeez

(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 Administrative Officer

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		4,327	A	(1)	4,327	D
Common Shares	03/05/2026		F		1,389	D	$65.62	2,938	D
Common Shares	03/05/2026		M		4,327	A	(2)	7,256	D
Common Shares	03/05/2026		F		1,337	D	$65.62	5,928	D
Commom Shares								8,827(3)	I	By Trust
Common Shares								55,815(4)	I	By Trust

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			4,327	(5)	(5)	Common Shares	4,327	$0	4,328	D
Restricted Stock Unit	(2)	03/05/2026		M			4,327	(6)	(6)	Common Shares	4,327	$0	4,328	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. These shares are held by a trust of which Mr. Hayne is a trustee.

4. These shares are held by a trust of which Mr. Hayne is a partial residuary beneficiary.

5. 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.

6. 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/ Azeez Hayne	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did URBN executive Azeez Hayne report on March 5, 2026?

He reported multiple equity award-related transactions on March 5, 2026, including exercises of derivative awards into common shares and share dispositions for tax withholding. These involved performance-based restricted stock units, restricted stock units, and common shares at a reported price of $65.62 for tax-related dispositions.

How many URBN common shares were used to cover taxes for Azeez Hayne’s awards?

Two tax-withholding dispositions were reported: 1,389 common shares and 1,337 common shares, both at $65.62 per share. These transactions, coded “F,” represent shares delivered to satisfy exercise price or tax liabilities linked to his equity awards.

What do the URBN performance-based restricted stock units (PSUs) granted to Azeez Hayne represent?

Each performance-based restricted stock unit represents a contingent right to receive one URBAN OUTFITTERS common share. Vesting depends on continued employment and performance measures based on the company’s average operating profit margin for fiscal years 2025, 2026, and 2027.

How do the URBN restricted stock units (RSUs) for Azeez Hayne vest over time?

Each restricted stock unit represents a contingent right to receive one URBN common share. One-third of the total RSUs granted are eligible to vest on March 6, 2025, March 5, 2026, and March 4, 2027, contingent on his continued employment through each vesting date.

What indirect URBN shareholdings are associated with Azeez Hayne through trusts?

Indirect holdings include 8,827 and 55,815 common shares held by trusts. One trust lists him as a trustee, and another identifies him as a partial residuary beneficiary, meaning the shares are held by these trust entities rather than solely in his personal name.

Did the URBN Form 4 show Azeez Hayne buying or selling shares on the open market?

The transactions reported were exercises or conversions of derivative equity awards and tax-withholding dispositions. The filing does not describe open-market purchases or sales; instead, it reflects routine equity vesting and related tax share deliveries.