Urban Outfitters (URBN) awards 5,865 PSUs and 5,865 RSUs to CAO

Rhea-AI Filing Summary

Hayne Azeez reported acquisition or exercise transactions in this Form 4 filing.

Urban Outfitters Inc. reported that Chief Administrative Officer Azeez Hayne received equity awards in the form of 5,865 Performance Based Restricted Stock Units and 5,865 Restricted Stock Units at a stated price of $0.0000 per unit. Each unit represents a contingent right to one common share. One-third of each award is eligible to vest on March 2, 2028, March 1, 2029 and March 7, 2030. PSU vesting also depends on performance measures tied to average operating profit margin for fiscal years 2028, 2029 and 2030, while RSU vesting depends on continued employment. The filing also notes indirect holdings of 8,827 and 55,815 common shares held by trusts associated with Mr. Hayne.

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 Azeez

(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)
	Chief Administrative Officer

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								8,827(1)	I	By Trust
Common Shares								55,815(2)	I	By Trust

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	(3)	03/03/2026		A			5,865	(4)	(4)	Common Shares	5,865	$0	5,865	D
Restricted Stock Unit	(5)	03/03/2026		A			5,865	(6)	(6)	Common Shares	5,865	$0	5,865	D

Explanation of Responses:

1. These shares are held by a trust of which Mr. Hayne is a trustee.

2. These shares are held by a trust of which Mr. Hayne is a partial residuary beneficiary.

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

4. 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.

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

6. 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/ Azeez Hayne	03/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider equity awards did URBN executive Azeez Hayne receive?

Azeez Hayne received 5,865 Performance Based Restricted Stock Units and 5,865 Restricted Stock Units, each with a stated price of $0.0000 per unit. Each unit represents a contingent right to receive one Urban Outfitters common share, subject to future vesting conditions.

How do the new PSUs for URBN’s Azeez Hayne vest?

The 5,865 Performance Based Restricted Stock Units vest in three equal parts on March 2, 2028, March 1, 2029 and March 7, 2030. Vesting is contingent on continued employment and specific performance measures tied to average operating profit margin for fiscal years 2028, 2029 and 2030.

What are the vesting terms for URBN RSUs granted to Azeez Hayne?

The 5,865 Restricted Stock Units vest in three equal installments on March 2, 2028, March 1, 2029 and March 7, 2030. Vesting is contingent solely on Mr. Hayne’s continued employment with Urban Outfitters through each relevant vesting date, according to the filing.

What does each URBN PSU or RSU granted to Azeez Hayne represent?

Each Performance Based Restricted Stock Unit and each Restricted Stock Unit represents a contingent right to receive one Urban Outfitters common share. Delivery of those shares depends on meeting the stated vesting conditions, including employment requirements and, for PSUs, specified operating profit margin performance targets.

What indirect URBN share holdings are reported for Azeez Hayne?

The filing reports 8,827 Urban Outfitters common shares and 55,815 common shares held indirectly through trusts. One trust identifies Mr. Hayne as a trustee, and another identifies him as a partial residuary beneficiary, reflecting indirect ownership interests associated with these trust arrangements.

Did the URBN Form 4 show any insider share sales by Azeez Hayne?

The Form 4 reports equity awards classified as acquisitions, specifically grants of PSUs and RSUs, but shows no transactions coded as sales. The transaction summary lists two acquisitions and no disposals, with net buy-sell share activity described as neutral in the filing data.