URBAN OUTFITTERS (URBN) CEO exercises 11,926 units; 5,512 shares for tax

Rhea-AI Filing Summary

URBAN OUTFITTERS INC executive Tricia D. Smith, Global CEO of the Anthropologie Group, reported routine equity compensation activity. On March 11, 2026, she exercised performance-based and time-based restricted stock units, acquiring a total of 11,926 common shares through derivative exercises at a stated price of $0.00 per share. In connection with these vestings, 5,512 common shares were disposed of at $64.93 per share to cover tax liabilities, a non‑market tax-withholding transaction. Following these transactions, she directly owned 33,612 common shares, with no remaining derivative positions listed in this filing.

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^*

Smith Tricia D

(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)
	Global CEO Anthropologie Group

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		5,963	A	(1)	33,161	D
Common Shares	03/11/2026		F		2,756	D	$64.93	30,405	D
Common Shares	03/11/2026		M		5,963	A	(2)	36,368	D
Common Shares	03/11/2026		F		2,756	D	$64.93	33,612	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
Performance Based Restricted Stock Unit	(1)	03/11/2026		M			5,963	(3)	(3)	Common Shares	5,963	$0	11,928	D
Restricted Stock Unit	(2)	03/11/2026		M			5,963	(4)	(4)	Common Shares	5,963	$0	11,928	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/ Tricia D. Smith	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).
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FAQ

What did URBN executive Tricia D. Smith report in this Form 4 filing?

Tricia D. Smith reported equity compensation activity involving restricted stock units. She exercised performance-based and time-based units into 11,926 URBAN OUTFITTERS INC common shares, with a portion of those shares used to satisfy related tax obligations.

How many URBN common shares did Tricia D. Smith acquire through equity awards?

She acquired 11,926 URBAN OUTFITTERS INC common shares through derivative exercises. These came from performance-based and time-based restricted stock units converting on March 11, 2026, at a stated exercise price of $0.00 per share according to the Form 4 data.

How many URBN shares were withheld for taxes in this Form 4?

A total of 5,512 URBAN OUTFITTERS INC common shares were disposed of to cover tax liabilities. These tax-withholding dispositions occurred at $64.93 per share and are not open-market sales but payments of tax obligations using vested shares.

What is Tricia D. Smith’s URBN share ownership after these transactions?

Following the reported transactions, Tricia D. Smith directly owned 33,612 URBAN OUTFITTERS INC common shares. This figure reflects her position after both the derivative exercises that increased her holdings and the share dispositions used to satisfy tax obligations.

Were these URBN transactions open-market buys or sells by Tricia D. Smith?

The transactions were not open-market buys or sells. They reflect exercises or conversions of restricted stock units into common shares and related tax-withholding dispositions, where shares were delivered to cover tax liabilities rather than traded on the open market.

What roles do PSUs and RSUs play in URBN executive compensation here?

Performance-based restricted stock units and time-based restricted stock units provide equity compensation that vests over time. In this filing, both PSU and RSU awards converted into common shares, contingent on continued employment and performance conditions described in the accompanying footnotes.