URBAN OUTFITTERS (URBN) COO logs RSU, PSU vesting and tax share disposals

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Co-President & COO Frank Conforti reported multiple equity award transactions involving restricted stock units and common shares. On March 5, 2026, performance-based and time-based restricted stock units covering 10,200 shares each were exercised or converted into common shares at a price of $0.00 per share.

To cover tax liabilities related to these awards, Conforti disposed of 3,153 and 3,927 common shares, both at $65.62 per share, through tax-withholding dispositions. He also has indirect ownership of 448 common shares through a Profit Sharing Fund (401(k)) plan.

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^*

Conforti Frank

(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)
	Co-President & COO

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)	59,153	D
Common Shares	03/05/2026		F		3,153	D	$65.62	56,000	D
Common Shares	03/05/2026		M		10,200	A	(2)	66,200	D
Common Shares	03/05/2026		F		3,927	D	$65.62	62,273	D
Common Shares								448	I	By Profit Sharing Fund (401(k)) Plan

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/ Frank Conforti	03/09/2026
	** 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 insider transactions did URBN executive Frank Conforti report on this Form 4?

Frank Conforti reported equity award activity, including exercises of performance-based and time-based restricted stock units into common shares, plus share dispositions to cover tax liabilities. These transactions reflect compensation-related movements rather than open-market purchases or sales.

How many URBN shares were disposed of for taxes by Frank Conforti?

Frank Conforti disposed of 3,153 and 3,927 URBN common shares to satisfy tax obligations, both at a price of $65.62 per share. These are tax-withholding dispositions, not open-market sales initiated for investment purposes.

What types of equity awards were involved in Frank Conforti’s URBN transactions?

The transactions involved Performance Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs), each representing a contingent right to receive one URBAN OUTFITTERS common share. Both award types were exercised or converted into common shares at a price of $0.00 per share.

How do the URBN PSUs and RSUs for Frank Conforti vest over time?

One-third of the PSUs and RSUs are eligible to vest on March 6, 2025, March 5, 2026, and March 4, 2027. PSU vesting also depends on URBAN OUTFITTERS’ average operating profit margin for fiscal years 2025, 2026, and 2027, plus continued employment.

Does Frank Conforti hold any URBN shares indirectly through benefit plans?

Yes. Frank Conforti has indirect ownership of 448 URBAN OUTFITTERS common shares through a Profit Sharing Fund (401(k)) plan. This holding is reported as indirect ownership, separate from his directly held common shares from equity awards.