URBAN OUTFITTERS (URBN) CFO granted performance and time-based stock units

Rhea-AI Filing Summary

Marein-Efron Melanie reported acquisition or exercise transactions in this Form 4 filing.

URBAN OUTFITTERS INC Chief Financial Officer Melanie Marein-Efron received equity awards in the form of 7,820 Performance Based Restricted Stock Units and 7,820 Restricted Stock Units. Each unit represents a contingent right to receive one common share.

For the performance-based units, one-third of the total PSUs are eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030, subject to continued employment and performance measures tied to average operating profit margin for fiscal years 2028, 2029 and 2030. For the time-based RSUs, one-third is scheduled to vest on each of March 2, 2028, March 1, 2029 and March 7, 2030, contingent on continued employment.

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)
03/03/2026

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

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)	03/03/2026		A			7,820	(2)	(2)	Common Shares	7,820	$0	7,820	D
Restricted Stock Unit	(3)	03/03/2026		A			7,820	(4)	(4)	Common Shares	7,820	$0	7,820	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. One-third of the total number of PSUs granted are eligible to vest on of March 2, 2028, March 1, 2029 and March 7, 2030, 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 2028, 2029 and 2030.

3. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.

4. One-third of the total number of RSUs granted are eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030, contingent on the continued employment of the reporting person through such date.

	/s/ Melanie Marein-Efron	03/05/2026
	** 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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FAQ

What equity awards did URBN CFO Melanie Marein-Efron receive on this Form 4?

Melanie Marein-Efron received 7,820 Performance Based Restricted Stock Units and 7,820 Restricted Stock Units. Each unit represents a contingent right to receive one common share of URBAN OUTFITTERS INC, aligning the Chief Financial Officer’s compensation more closely with the company’s stock performance and continued service.

How do the URBN performance-based restricted stock units for the CFO vest?

The performance-based restricted stock units vest in three equal parts, one-third on March 2, 2028, March 1, 2029 and March 7, 2030. Vesting is contingent on Melanie Marein-Efron’s continued employment and on meeting specified performance measures tied to average operating profit margin for fiscal years 2028, 2029 and 2030.

What conditions apply to vesting of URBN’s time-based RSUs granted to the CFO?

The time-based restricted stock units vest in three equal installments on March 2, 2028, March 1, 2029 and March 7, 2030. Each vesting date requires that Melanie Marein-Efron remain employed through the applicable date, providing a long-term retention incentive linked to the company’s share value.

What does each URBN performance-based or time-based unit represent for the CFO?

Each Performance Based Restricted Stock Unit and each Restricted Stock Unit represents a contingent right to receive one common share of URBAN OUTFITTERS INC. Actual share delivery depends on satisfying vesting conditions, including continued employment and, for PSUs, achievement of specified operating profit margin performance goals.

Are the URBN equity awards to the CFO reported as purchases or grants?

The Form 4 classifies both awards as acquisitions coded “A” for grant, award, or other acquisition. These are equity compensation grants at a reported price of $0.0000 per unit, rather than open-market purchases, and are held directly by Melanie Marein-Efron as the reporting person.