Urban Outfitters (URBN) Co-President reports RSU exercises and tax-withholding share dispositions

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Co-President & CCO Margaret Hayne reported equity award activity and related tax withholding. On March 5, 2026, she acquired 10,200 common shares through the exercise or conversion of performance-based and time-based restricted stock units at $0.00 per share, and had 1,189,593 common shares held directly afterward. The company withheld 3,153 and 3,927 common shares at $65.62 per share to cover tax obligations.

She also reports indirect holdings of common shares through a 401(k) profit sharing plan, various trusts, a foundation, and her spouse, including 17,449,385 common shares held by her spouse as of the same date.

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 Margaret

(Last) (First) (Middle)

5000 SOUTH BROAD STREEET

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President & CCO

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		10,200	A	(1)	1,186,473	D
Common Shares	03/05/2026		F		3,153	D	$65.62	1,183,320	D
Common Shares	03/05/2026		M		10,200	A	(2)	1,193,520	D
Common Shares	03/05/2026		F		3,927	D	$65.62	1,189,593	D
Common Shares								11,300	I	By Profit Sharing Fund (401(k)) Plan
Common Shares								4,531,127	I	By Trust
Common Shares								185,573	I	By Spouse as Trustee
Common Shares								35,140	I	By Hayne Foundation
Common Shares								23,480	I	By Spouse through Profit Sharing Fund (401(k)) Plan
Common Shares								17,449,385	I	By Spouse

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			10,200	(3)	(3)	Common Shares	10,200	$0	10,201	D
Restricted Stock Unit	(2)	03/05/2026		M			10,200	(4)	(4)	Common Shares	10,200	$0	10,201	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 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.

4. 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/ Margaret Hayne	03/09/2026
	** 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 insider transactions did URBN executive Margaret Hayne report on this Form 4?

Margaret Hayne reported acquiring 10,200 Urban Outfitters common shares via exercises of performance-based and time-based restricted stock units at $0.00 per share, with shares also withheld at $65.62 to satisfy tax obligations related to these awards.

How many URBN common shares does Margaret Hayne hold directly after these transactions?

After the reported transactions, Margaret Hayne directly holds 1,189,593 Urban Outfitters common shares. This balance reflects equity award exercises and share dispositions used to cover tax liabilities tied to those awards, as disclosed in the Form 4 data.

Were any URBN shares sold by Margaret Hayne on the open market in this Form 4?

The Form 4 shows no open-market sales by Margaret Hayne. Shares labeled with transaction code F, totaling 3,153 and 3,927 at $65.62, were disposed of specifically to pay tax liabilities associated with equity award exercises.

What do the performance-based restricted stock units for URBN require to vest for Margaret Hayne?

The performance-based restricted stock units vest in three equal parts on March 6, 2025, March 5, 2026, and March 4, 2027, contingent on continued employment and meeting performance measures tied to average operating profit margin for fiscal years 2025, 2026, and 2027.

How do Margaret Hayne’s URBN restricted stock units vest over time?

The restricted stock units vest in three equal installments on March 6, 2025, March 5, 2026, and March 4, 2027. Vesting is contingent on Margaret Hayne’s continued employment with Urban Outfitters through each vesting date, according to the disclosed footnotes.

What indirect URBN shareholdings associated with Margaret Hayne are reported?

Indirect Urban Outfitters holdings include shares held through a 401(k) profit sharing plan, several trusts, the Hayne Foundation, and her spouse. These positions include 17,449,385 common shares held by her spouse, plus additional smaller indirect positions as of March 5, 2026.