Urban Outfitters director exercises, granted 2,100 RSUs

URBAN OUTFITTERS INC director Wesley S. McDonald reported equity compensation activity.

Rhea-AI Filing Summary

URBAN OUTFITTERS INC director Wesley S. McDonald reported equity compensation activity. On June 2, 2026, he exercised 2,100 Director Restricted Stock Units into 2,100 Common Shares, bringing his direct Common Share holdings to 17,350 shares. On June 3, 2026, he received a new grant of 2,100 Director Restricted Stock Units, each representing a contingent right to receive one Common Share. According to the footnotes, these RSUs vest on the earlier of June 3, 2027 or the date preceding the 2027 annual meeting of shareholders, subject to his continued service as a director.

Insider Trade Summary

2,100 shares exercised/converted

Exercise 3 txns

Insider MCDONALD WESLEY S

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Director Restricted Stock Units	2,100	$0.00	$0.00
Exercise	Director Restricted Stock Units	2,100	$0.00	$0.00
Exercise	Common Shares	2,100	$0.00	$0.00

Holdings After Transaction: Director Restricted Stock Units — 2,100 contracts (Direct); Common Shares — 17,350 shares (Direct)

Footnotes (3)

1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
2. F2. The RSUs vest on the earlier of June 3, 2026 or the date preceding the day of the 2026 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.
3. F3. The RSUs vest on the earlier of June 3, 2027 or the date preceding the day of the 2027 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.

Key Figures

RSUs granted: 2,100 Director Restricted Stock Units RSUs exercised: 2,100 Director Restricted Stock Units Shares owned after transaction: 17,350 Common Shares +2 more

5 metrics

RSUs granted 2,100 Director Restricted Stock Units Grant on June 3, 2026 to URBN director

RSUs exercised 2,100 Director Restricted Stock Units Exercised into Common Shares on June 2, 2026

Shares owned after transaction 17,350 Common Shares Direct holdings following June 2, 2026 exercise

RSU-to-share ratio 1 RSU : 1 Common Share Each RSU represents one contingent Common Share

New RSU vesting date Earlier of June 3, 2027 or pre-2027 annual meeting Vesting condition for 2,100 new RSUs

Key Terms

Restricted Stock Unit ("RSU"), contingent right, annual meeting of the issuer's shareholders, vest

4 terms

Restricted Stock Unit ("RSU") financial

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

contingent right financial

"represents a contingent right to receive one of the issuer's common shares."

annual meeting of the issuer's shareholders financial

"the date preceding the day of the 2027 annual meeting of the issuer's shareholders"

vest financial

"The RSUs vest on the earlier of June 3, 2027 or the date preceding the day of the 2027 annual meeting"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did URBN director Wesley S. McDonald report?

URBN director Wesley S. McDonald reported exercising 2,100 Director Restricted Stock Units into 2,100 Common Shares and receiving a new grant of 2,100 Director Restricted Stock Units. These transactions are compensation-related and increased his equity exposure to Urban Outfitters through both shares and unvested RSUs.

How many Urban Outfitters (URBN) shares does Wesley S. McDonald hold after these transactions?

After the reported transactions, Wesley S. McDonald directly holds 17,350 Urban Outfitters Common Shares. This reflects the addition of 2,100 shares from exercising previously granted Director Restricted Stock Units, with no reported sales or dispositions reducing his direct share ownership in this filing.

What Restricted Stock Units were granted to the URBN director in this Form 4?

The Form 4 shows a grant of 2,100 Director Restricted Stock Units to the URBN director on June 3, 2026. Each Restricted Stock Unit represents a contingent right to receive one Urban Outfitters common share upon vesting, aligning director compensation with company equity performance over time.

When do Wesley S. McDonald’s new URBN Restricted Stock Units vest?

The new URBN Restricted Stock Units vest on the earlier of June 3, 2027, or the date preceding the 2027 annual meeting of shareholders. Vesting is conditioned on Wesley S. McDonald continuing to serve as a director of Urban Outfitters through the applicable vesting date.

Did the URBN director sell any shares in this Form 4 filing?

The Form 4 does not report any sales by the URBN director. It shows an exercise of 2,100 Director Restricted Stock Units into 2,100 Common Shares and a separate grant of 2,100 new Restricted Stock Units, with no open-market or other sales transactions disclosed.

What does each URBN Director Restricted Stock Unit represent for the holder?

Each Urban Outfitters Director Restricted Stock Unit represents a contingent right to receive one Urban Outfitters common share. The units convert into shares upon vesting, as described in the footnotes, linking the director’s compensation to future company share performance and continued board service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:32 PM EDT Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MCDONALD WESLEY S

(Last) (First) (Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA PENNSYLVANIA 19112

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/02/2026		M		2,100	A	(1)	17,350	D

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
Director Restricted Stock Units	(1)	06/02/2026		M			2,100	(2)	(2)	Common Shares	2,100	$0	0	D
Director Restricted Stock Units	(1)	06/03/2026		A		2,100		(3)	(3)	Common Shares	2,100	$0	2,100	D

Explanation of Responses:

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

2. The RSUs vest on the earlier of June 3, 2026 or the date preceding the day of the 2026 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.

3. The RSUs vest on the earlier of June 3, 2027 or the date preceding the day of the 2027 annual meeting of the issuer's shareholders, provided that the reporting person is a director of the issuer through such date.

	/s/ Wesley S. McDonald	06/04/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)