URBN director awarded 2,100 RSUs and exercises 2,100

URBAN OUTFITTERS INC director Todd R. Morgenfeld reported routine equity compensation activity.

Rhea-AI Filing Summary

URBAN OUTFITTERS INC director Todd R. Morgenfeld reported routine equity compensation activity. He received a grant of 2,100 Director Restricted Stock Units (RSUs), each representing a contingent right to one common share. On a separate date, 2,100 director RSUs were exercised and converted into 2,100 common shares at a stated price of $0.00 per share.

After these transactions, he directly holds 29,550 common shares and 2,100 director RSUs. The footnotes state that certain RSUs vest on the earlier of June 3, 2026 or the date preceding the 2026 annual shareholders’ meeting, and others on the earlier of June 3, 2027 or the date preceding the 2027 annual meeting, in each case conditioned on his continued board service.

Insider Trade Summary

2,100 shares exercised/converted

Exercise 3 txns

Insider Morgenfeld Todd R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Director Restricted Stock Units	2,100	$0.00	$0.00
Exercise	Director Restricted Stock Units	2,100	$0.00	$0.00
Exercise	Common Shares	2,100	$0.00	$0.00

Holdings After Transaction: Director Restricted Stock Units — 2,100 contracts (Direct); Common Shares — 29,550 shares (Direct)

Footnotes (3)

1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
2. F2. The RSUs vest on the earlier of June 3, 2026 or the date preceding the day of the 2026 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.
3. F3. The RSUs vest on the earlier of June 3, 2027 or the date preceding the day of the 2027 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.

Key Figures

RSU grant: 2,100 director RSUs RSUs exercised: 2,100 RSUs Exercise price: $0.00 per share +4 more

7 metrics

RSU grant 2,100 director RSUs Grant reported as of June 3, 2026

RSUs exercised 2,100 RSUs Converted into 2,100 common shares on June 2, 2026

Exercise price $0.00 per share Stated price for RSU conversion to common shares

Common shares held 29,550 shares Direct holdings after transactions

Director RSUs held 2,100 RSUs Director Restricted Stock Units after grant

2026 vesting reference date June 3, 2026 RSUs vest no later than this date or before 2026 meeting

2027 vesting reference date June 3, 2027 RSUs vest no later than this date or before 2027 meeting

Key Terms

Restricted Stock Unit ("RSU"), contingent right, annual meeting of the issuer's shareholders, director Restricted Stock Units, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

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

contingent right financial

"represents a contingent right to receive one of the issuer's common shares."

annual meeting of the issuer's shareholders financial

"the date preceding the day of the 2026 annual meeting of the issuer's shareholders"

director Restricted Stock Units financial

"security_title": "Director Restricted Stock Units""

Director restricted stock units are promises by a company to give board members company shares in the future, usually after a set time or when certain conditions are met. They matter to investors because they can dilute existing shareholders when converted to shares and reveal how the board’s pay is tied to the company’s performance—like a delayed paycheck in company stock that aligns a director’s interests with shareholders and can affect share supply when released.

exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

FAQ

What did URBN director Todd R. Morgenfeld report in this Form 4?

Todd R. Morgenfeld reported equity compensation transactions involving 2,100 Restricted Stock Units and 2,100 common shares. RSUs were granted and previously awarded RSUs were converted into common shares, reflecting routine director compensation rather than open-market buying or selling activity.

How many URBN shares does Todd R. Morgenfeld hold after these transactions?

After these transactions, Todd R. Morgenfeld directly holds 29,550 common shares of URBAN OUTFITTERS INC plus 2,100 director Restricted Stock Units. The RSUs each represent a contingent right to receive one common share, subject to the vesting conditions described in the footnotes.

Were any URBN shares bought or sold on the open market in this Form 4?

No open-market purchases or sales are reported. The filing shows a grant of 2,100 Restricted Stock Units and the exercise of 2,100 director RSUs into 2,100 common shares at a stated price of $0.00 per share, all related to equity compensation.

What are the vesting conditions for Todd R. Morgenfeld’s URBN Restricted Stock Units?

The footnotes state that certain RSUs vest on the earlier of June 3, 2026 or the day before the 2026 annual shareholders’ meeting, and others on the earlier of June 3, 2027 or the day before the 2027 meeting, assuming he remains a director.

What does each URBN Restricted Stock Unit (RSU) granted to Todd R. Morgenfeld represent?

Each Restricted Stock Unit granted to Todd R. Morgenfeld represents a contingent right to receive one URBN common share. The right becomes actual stock only if vesting conditions are met, including specified dates tied to upcoming annual meetings and continued service on the board.

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Accepted by SEC EDGAR 06/04/2026 - 04:32 PM 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^*

Morgenfeld Todd R

(Last) (First) (Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA PENNSYLVANIA 19112

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [ URBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/02/2026		M		2,100	A	(1)	29,550	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
Director Restricted Stock Units	(1)	06/02/2026		M			2,100	(2)	(2)	Common Shares	2,100	$0	0	D
Director Restricted Stock Units	(1)	06/03/2026		A		2,100		(3)	(3)	Common Shares	2,100	$0	2,100	D

Explanation of Responses:

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

2. The RSUs vest on the earlier of June 3, 2026 or the date preceding the day of the 2026 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.

3. The RSUs vest on the earlier of June 3, 2027 or the date preceding the day of the 2027 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.

	/s/ Todd R. Morgenfeld	06/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)