URBAN OUTFITTERS (URBN) CAO exercises awards and sells stock

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Chief Administrative Officer Azeez Hayne exercised equity awards and sold shares. On March 11, 2026, he exercised performance-based and time-based restricted stock units into a total of 5,566 common shares at a conversion price of $0.00 per share. The company withheld 2,554 shares at $64.93 per share to cover tax obligations, and he completed an open-market sale of 5,720 common shares at $66.00 per share. Following these transactions, he held 8,733 common shares directly, with additional indirect holdings of 8,827 and 55,815 common shares held by trusts associated with him.

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)
03/11/2026

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		2,783	A	(1)	14,224	D
Common Shares	03/11/2026		F		1,277	D	$64.93	12,947	D
Common Shares	03/11/2026		M		2,783	A	(2)	15,730	D
Common Shares	03/11/2026		F		1,277	D	$64.93	14,453	D
Common Shares	03/11/2026		S		5,720	D	$66	8,733	D
Common 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)	03/11/2026		M			2,783	(5)	(5)	Common Shares	2,783	$0	5,566	D
Restricted Stock Unit	(2)	03/11/2026		M			2,783	(6)	(6)	Common Shares	2,783	$0	5,566	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 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.

6. 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/ Azeez Hayne	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 transactions did URBN executive Azeez Hayne report on this Form 4?

Azeez Hayne exercised restricted stock units and sold shares. He converted equity awards into common shares, had some shares withheld to cover taxes, and then sold additional common shares in the open market, while still retaining a meaningful direct and indirect ownership stake.

How many URBN shares did Azeez Hayne sell and at what price?

He sold 5,720 common shares at $66.00 per share. This open-market sale occurred on March 11, 2026, as part of a broader transaction that also included exercising equity awards and covering related tax obligations through share withholding.

What portion of Azeez Hayne’s URBN shares were used for tax withholding?

2,554 common shares were withheld to cover taxes. Two tax-withholding transactions each covered 1,277 shares at $64.93 per share, reflecting payment of tax liabilities arising from the vesting and exercise of his performance-based and time-based restricted stock units.

What are Azeez Hayne’s URBN shareholdings after these transactions?

He directly holds 8,733 common shares after the transactions. In addition, trusts associated with him hold a further 8,827 and 55,815 common shares, giving him substantial indirect exposure to URBAN OUTFITTERS INC equity alongside his direct holdings.

What types of equity awards did Azeez Hayne exercise in URBN stock?

He exercised performance-based and time-based restricted stock units. Performance-based units vest based on operating profit margin performance and continued employment, while restricted stock units vest over scheduled dates, each converting into one common share when conditions are satisfied.

How do the trusts mentioned in the URBN Form 4 relate to Azeez Hayne?

The trusts hold shares associated with Azeez Hayne’s interests. One trust holds shares where he is a trustee, and another holds shares where he is a partial residuary beneficiary, reflecting indirect ownership separate from his directly held common shares.