URBAN OUTFITTERS (URBN) co-president awarded new PSU and RSU grants

Rhea-AI Filing Summary

Conforti Frank reported acquisition or exercise transactions in this Form 4 filing.

URBAN OUTFITTERS INC Co-President & COO Frank Conforti received new equity awards. On March 3, 2026, he was granted 13,291 Performance Based Restricted Stock Units and 13,291 Restricted Stock Units, each representing a contingent right to receive one common share.

For both awards, one‑third of the units are eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030. The PSUs vest only if employment continues through each date and specified performance measures tied to average operating profit margin for fiscal years 2028, 2029 and 2030 are satisfied.

Following these grants, Conforti also reports indirect ownership of 448 common shares held 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

OMB APPROVAL

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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)
03/03/2026

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								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)	03/03/2026		A			13,291	(2)	(2)	Common Shares	13,291	$0	13,291	D
Restricted Stock Unit	(3)	03/03/2026		A			13,291	(4)	(4)	Common Shares	13,291	$0	13,291	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. One-third of the total number of PSUs granted are eligible to vest on of March 2, 2028, March 1, 2029 and March 7, 2030, 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 2028, 2029 and 2030.

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

4. One-third of the total number of RSUs granted are eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030, contingent on the continued employment of the reporting person through such date.

	/s/ Frank Conforti	03/05/2026
	** 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 equity awards did Frank Conforti receive at URBN?

Frank Conforti received 13,291 Performance Based Restricted Stock Units and 13,291 Restricted Stock Units. Each unit represents a contingent right to receive one URBAN OUTFITTERS INC common share, aligning his compensation more closely with future company performance and share value.

When do Frank Conforti’s new URBN PSU awards vest?

One-third of Frank Conforti’s Performance Based Restricted Stock Units are eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030. Vesting requires continued employment through each date and meeting operating profit margin performance targets for fiscal years 2028, 2029 and 2030.

What conditions apply to Frank Conforti’s new URBN RSU grants?

Frank Conforti’s Restricted Stock Units vest in three equal parts on March 2, 2028, March 1, 2029 and March 7, 2030. Vesting is contingent solely on his continued employment with URBAN OUTFITTERS INC through each scheduled vesting date, without additional performance conditions attached.

How many URBN shares does Frank Conforti hold through a retirement plan?

Frank Conforti reports indirect ownership of 448 URBAN OUTFITTERS INC common shares. These shares are held through a Profit Sharing Fund (401(k)) plan, reflecting retirement-related holdings separate from his directly granted performance-based and time-based restricted stock unit awards.

What performance metric affects vesting of URBN PSUs granted to Frank Conforti?

The Performance Based Restricted Stock Units vest based on URBAN OUTFITTERS INC’s average operating profit margin. The metric is measured over fiscal years 2028, 2029 and 2030, and vesting also requires Frank Conforti’s continued employment through each scheduled vesting date.