URBAN OUTFITTERS (URBN) CEO exercises stock units, lifts holdings to 285,022 shares

Q: What did URBN executive Sheila Harrington report in this Form 4 transaction?

Sheila Harrington reported exercising stock units into 23,334 URBN common shares . These came from performance-based and time-based restricted stock units that vested, converting into regular shares under previously granted equity awards.

Q: How many URBN shares does Sheila Harrington hold after this Form 4 filing?

After the reported transactions, Sheila Harrington holds 285,022 URBN common shares directly . She also has an additional 570 common shares held indirectly through a profit sharing 401(k) plan , according to the Form 4 data.

Q: Were any of Sheila Harrington’s URBN shares sold in the market in this Form 4?

The filing shows 10,786 URBN shares designated with code F , meaning they were withheld to pay tax liabilities on the vesting. This is not an open-market sale but a tax-withholding disposition by delivering shares.

Q: What types of equity awards did Sheila Harrington exercise at URBN?

She exercised Performance Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs) , each unit representing a contingent right to receive one URBN common share once vesting and performance conditions were satisfied, as described in the footnotes.

Q: What performance conditions applied to Sheila Harrington’s URBN PSUs?

The PSUs vest in three equal parts on March 8, 2024, 2025 and 2026 , contingent on her continued employment and URBN meeting specified average operating profit margin targets for fiscal years 2024, 2025 and 2026 , according to the Form 4 footnotes.

Q: How do Sheila Harrington’s URBN RSUs vest over time?

Her RSUs are eligible to vest in three equal tranches on March 8, 2024, 2025 and 2026 . Vesting of these RSUs depends only on continued employment through each vesting date, without additional performance conditions stated in the footnotes.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Global CEO of UO & FP Groups, Sheila B. Harrington, exercised vested performance-based and time-based stock units into 23,334 common shares on March 9, 2026. A total of 10,786 shares were automatically withheld at $64.48 per share to cover tax obligations, leaving her with 285,022 common shares held directly after the transactions, plus 570 common shares held indirectly through a profit sharing 401(k) plan.

Insider Trade Summary

23,334 shares exercised/converted

Mixed 7 txns

Insider HARRINGTON SHEILA B.

Role Global CEO, UO & FP Groups

Type	Security	Shares	Price	Value
Exercise	Performance Based Restricted Stock Unit	11,667	$0.00	--
Exercise	Restricted Stock Unit	11,667	$0.00	--
Exercise	Common Shares	11,667	$0.00	--
Tax Withholding	Common Shares	5,393	$64.48	$348K
Exercise	Common Shares	11,667	$0.00	--
Tax Withholding	Common Shares	5,393	$64.48	$348K
holding	Common Shares	--	--	--

Holdings After Transaction: Performance Based Restricted Stock Unit — 0 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Shares — 284,141 shares (Direct); Common Shares — 570 shares (Indirect, By Profit Sharing Fund (401(k)) Plan)

Footnotes (1)

Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares. One-third of the total number of PSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, 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 2024, 2025 and 2026. One-third of the total number of RSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, contingent on the continued employment of the reporting person through such date.

Form 4 Insider Transactions: What Each Field Means →

03/11/2026 - 04:27 PM

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^*

HARRINGTON SHEILA B.

(Last)

(First)

(Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA

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)
03/09/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/09/2026		M		11,667	A	⁽¹⁾	284,141	D
Common Shares	03/09/2026		F		5,393	D	$64.48	278,748	D
Common Shares	03/09/2026		M		11,667	A	⁽²⁾	290,415	D
Common Shares	03/09/2026		F		5,393	D	$64.48	285,022	D
Common Shares								570	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Restricted Stock Unit	⁽¹⁾	03/09/2026		M			11,667	⁽³⁾	⁽³⁾	Common Shares	11,667	$0	0	D
Restricted Stock Unit	⁽²⁾	03/09/2026		M			11,667	⁽⁴⁾	⁽⁴⁾	Common Shares	11,667	$0	0	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 8, 2024, 2025 and 2026, 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 2024, 2025 and 2026.

4. One-third of the total number of RSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, contingent on the continued employment of the reporting person through such date.

	/s/ Sheila B. Harrington	03/11/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did URBN executive Sheila Harrington report in this Form 4 transaction?

Sheila Harrington reported exercising stock units into 23,334 URBN common shares. These came from performance-based and time-based restricted stock units that vested, converting into regular shares under previously granted equity awards.

How many URBN shares does Sheila Harrington hold after this Form 4 filing?

After the reported transactions, Sheila Harrington holds 285,022 URBN common shares directly. She also has an additional 570 common shares held indirectly through a profit sharing 401(k) plan, according to the Form 4 data.

Were any of Sheila Harrington’s URBN shares sold in the market in this Form 4?

The filing shows 10,786 URBN shares designated with code F, meaning they were withheld to pay tax liabilities on the vesting. This is not an open-market sale but a tax-withholding disposition by delivering shares.

What types of equity awards did Sheila Harrington exercise at URBN?

She exercised Performance Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs), each unit representing a contingent right to receive one URBN common share once vesting and performance conditions were satisfied, as described in the footnotes.

What performance conditions applied to Sheila Harrington’s URBN PSUs?

The PSUs vest in three equal parts on March 8, 2024, 2025 and 2026, contingent on her continued employment and URBN meeting specified average operating profit margin targets for fiscal years 2024, 2025 and 2026, according to the Form 4 footnotes.

How do Sheila Harrington’s URBN RSUs vest over time?

Her RSUs are eligible to vest in three equal tranches on March 8, 2024, 2025 and 2026. Vesting of these RSUs depends only on continued employment through each vesting date, without additional performance conditions stated in the footnotes.