Urban Outfitters (URBN) CEO gains 13,120 shares after RSU and PSU vesting

Rhea-AI Filing Summary

Urban Outfitters Inc.’s Global CEO of UO & FP Groups, Sheila B. Harrington, reported equity-compensation related transactions. On March 11, 2026, she exercised performance-based and time-based restricted stock units to acquire a total of 13,120 common shares at an exercise price of $0.00 per share.

To cover tax obligations, 6,064 common shares were withheld at $64.93 per share, a non-market “F” code disposition rather than an open-market sale. Following these transactions, she directly holds 292,078 common shares and indirectly holds 575 common shares through the 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^*

HARRINGTON SHEILA B.

(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, UO & FP Groups

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		6,560	A	(1)	291,582	D
Common Shares	03/11/2026		F		3,032	D	$64.93	288,550	D
Common Shares	03/11/2026		M		6,560	A	(2)	295,110	D
Common Shares	03/11/2026		F		3,032	D	$64.93	292,078	D
Common Shares								575	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)	03/11/2026		M			6,560	(3)	(3)	Common Shares	6,560	$0	13,120	D
Restricted Stock Unit	(2)	03/11/2026		M			6,560	(4)	(4)	Common Shares	6,560	$0	13,120	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/ Sheila B. Harrington	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did URBN’s Sheila Harrington report on March 11, 2026?

Sheila Harrington reported the vesting and exercise of equity awards into common shares. She converted performance-based and time-based restricted stock units into 13,120 Urban Outfitters common shares, reflecting routine equity compensation rather than an open-market stock purchase.

How many Urban Outfitters (URBN) shares did the CEO acquire in this Form 4?

Sheila Harrington acquired 13,120 Urban Outfitters common shares through the exercise of performance-based and restricted stock units. These units converted at a $0.00 exercise price, consistent with typical restricted stock unit and performance unit vesting structures for executive compensation.

Were any URBN shares sold by the CEO in this Form 4 filing?

No open-market sales occurred; 6,064 shares were disposed of solely for tax withholding. These “F” code transactions deliver shares back to the issuer at $64.93 per share to satisfy tax liabilities arising from the vesting of equity awards.

What are Sheila Harrington’s Urban Outfitters shareholdings after these transactions?

After the reported transactions, Sheila Harrington directly owns 292,078 Urban Outfitters common shares. She also has an indirect holding of 575 common shares through the company’s Profit Sharing Fund (401(k)) Plan, giving her combined direct and indirect ownership from this filing’s perspective.

How are the performance-based restricted stock units (PSUs) structured for URBN’s CEO?

Each PSU represents a contingent right to one common share. One-third of the PSUs may vest on March 11, 2026, March 10, 2027, and March 8, 2028, if she remains employed and Urban Outfitters meets specified average operating profit margin performance targets for fiscal years 2026–2028.

How are the time-based restricted stock units (RSUs) for URBN’s CEO scheduled to vest?

Each RSU also represents a contingent right to one Urban Outfitters common share. One-third of the RSUs are eligible to vest on March 11, 2026, March 10, 2027, and March 8, 2028, provided Sheila Harrington remains continuously employed through each applicable vesting date.