URBN COO vests RSUs, withholds shares for tax

URBAN OUTFITTERS INC Co-President & COO Frank Conforti reported compensation-related equity activity.

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Co-President & COO Frank Conforti reported compensation-related equity activity. On March 11, 2026, performance-based restricted stock units and restricted stock units converted into a total of 13,120 common shares. To cover tax obligations, 6,024 common shares were withheld at $64.93 per share. After these transactions, he directly holds 81,089 common shares and indirectly holds 448 common shares through a 401(k) profit sharing plan.

Insider Trade Summary

13,120 shares exercised/converted

Exercise 7 txns

Insider Conforti Frank

Role Co-President & COO

Type	Security	Shares	Price	Value
Exercise	Performance Based Restricted Stock Unit	6,560	$0.00	$0.00
Exercise	Restricted Stock Unit	6,560	$0.00	$0.00
Exercise	Common Shares	6,560	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	3,012	$64.93	$196K
Exercise	Common Shares	6,560	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	3,012	$64.93	$196K
holding	Common Shares	--	--	--

Holdings After Transaction: Performance Based Restricted Stock Unit — 13,120 contracts (Direct); Restricted Stock Unit — 13,120 contracts (Direct); Common Shares — 81,089 shares (Direct); Common Shares — 448 shares (Indirect, By Profit Sharing Fund (401(k)) Plan)

Footnotes (4)

1. F1. Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
2. F2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
3. F3. 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. F4. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did URBN executive Frank Conforti report in this Form 4 filing?

Frank Conforti reported the vesting and conversion of equity awards into common shares and related tax withholding. Performance-based and time-based restricted stock units converted into common shares, with a portion of those shares withheld to satisfy tax obligations, reflecting routine compensation activity.

How many Urban Outfitters (URBN) shares did Conforti acquire through equity vesting?

Conforti acquired 13,120 common shares through the conversion of performance-based restricted stock units and restricted stock units. Each PSU and RSU represents a right to receive one common share, and these awards vested based on continued employment and, for PSUs, operating profit margin performance.

How many URBN shares were withheld to cover Frank Conforti’s taxes?

A total of 6,024 common shares were disposed of as tax-withholding transactions at $64.93 per share. These dispositions reflect shares delivered to satisfy tax liabilities on the vesting and conversion of the equity awards, not open-market sales by the executive.

What are performance-based restricted stock units (PSUs) in the URBN filing?

Each PSU gives a contingent right to receive one Urban Outfitters common share. One-third of the PSUs may vest on March 11, 2026, March 10, 2027, and March 8, 2028, contingent on continued employment and meeting average operating profit margin performance goals for fiscal years 2026–2028.

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

Each RSU represents a contingent right to one common share of Urban Outfitters. One-third of the RSUs are eligible to vest on March 11, 2026, March 10, 2027, and March 8, 2028, provided Conforti remains employed through each vesting date, independent of performance metrics.

What are Frank Conforti’s URBN shareholdings after these transactions?

After the reported transactions, Conforti directly holds 81,089 Urban Outfitters common shares. He also has an indirect interest in 448 common shares held through a Profit Sharing Fund (401(k) Plan), reflecting both direct and retirement-plan-related ownership stakes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/13/2026 - 04:12 PM EDT Learn about SEC filing dates

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^*

Conforti Frank

(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)
	Co-President & COO

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)	80,553	D
Common Shares	03/11/2026		F		3,012	D	$64.93	77,541	D
Common Shares	03/11/2026		M		6,560	A	(2)	84,101	D
Common Shares	03/11/2026		F		3,012	D	$64.93	81,089	D
Common Shares								448	I	By Profit Sharing Fund (401(k)) Plan

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/ Frank Conforti	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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