Executive equity awards at Urban Outfitters (URBN) detail RSU and PSU grants

Rhea-AI Filing Summary

Urban Outfitters Inc Co-President & CCO Margaret Hayne reported new equity awards and updated share holdings. On March 3, 2026, she acquired 13,291 Performance Based Restricted Stock Units (PSUs) and 13,291 Restricted Stock Units (RSUs), each representing a contingent right to receive one common share.

One-third of the PSUs and RSUs are eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030, contingent on her continued employment through each date, with the PSUs also requiring the issuer’s average operating profit margin to meet specified performance measures for fiscal years 2028, 2029 and 2030. She also reported 11,300 common shares held indirectly 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^*

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)
03/03/2026

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								11,300	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/ Margaret Hayne	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What did Urban Outfitters (URBN) insider Margaret Hayne report in this Form 4?

Margaret Hayne reported receiving new equity awards and updating share holdings. She was granted 13,291 performance-based RSUs and 13,291 RSUs, plus disclosed 11,300 Urban Outfitters common shares held indirectly through a Profit Sharing Fund (401(k)) Plan.

How many RSUs and PSUs were granted to Margaret Hayne at Urban Outfitters (URBN)?

She 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 common share, with future vesting subject to continued employment and, for PSUs, specified performance conditions.

When do Margaret Hayne’s Urban Outfitters PSUs and RSUs vest?

One-third of both the PSUs and RSUs are eligible to vest on March 2, 2028, March 1, 2029, and March 7, 2030. Vesting depends on her continued employment through each vesting date and, for PSUs, meeting defined performance measures.

What performance conditions apply to the Urban Outfitters PSUs granted to Margaret Hayne?

The PSUs vest only if specific performance targets are met. Vesting is contingent on Urban Outfitters achieving certain average operating profit margin performance measures for fiscal years 2028, 2029, and 2030, in addition to Margaret Hayne’s continued employment through each vesting date.

How many Urban Outfitters common shares does Margaret Hayne hold through the 401(k) plan?

She reported 11,300 Urban Outfitters common shares held indirectly through a Profit Sharing Fund (401(k)) Plan. This figure reflects indirect ownership, separate from the newly granted PSUs and RSUs that represent contingent rights to receive additional common shares in the future.

What type of securities were granted to Margaret Hayne in this Urban Outfitters filing?

She was granted Performance Based Restricted Stock Units and Restricted Stock Units. Each unit represents a contingent right to receive one Urban Outfitters common share, subject to time-based vesting, and for the PSUs, additional operating profit margin performance conditions over specified fiscal years.