URBAN OUTFITTERS (NASDAQ: URBN) CEO awarded PSUs and RSUs vesting 2028–2030

Rhea-AI Filing Summary

HARRINGTON SHEILA B. reported acquisition or exercise transactions in this Form 4 filing.

URBAN OUTFITTERS INC reported that Global CEO of UO & FP Groups Sheila B. Harrington received equity awards in the form of stock units. On March 3, 2026, she was granted 13,291 Performance Based Restricted Stock Units (PSUs) and 13,291 Restricted Stock Units (RSUs), each representing a contingent right to one common share at no cash cost per unit.

For both the PSUs and RSUs, one-third of each grant is eligible to vest on March 2, 2028, March 1, 2029, and March 7, 2030. Vesting requires her continued employment through each date, and the PSUs also depend on meeting performance measures tied to the company’s average operating profit margin for fiscal years 2028, 2029, and 2030. The filing also notes 570 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

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 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)
	Global CEO, UO & FP Groups

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								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)
				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/ Sheila Harrington	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).
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.

FAQ

What equity awards did URBN grant to Sheila B. Harrington in this Form 4?

URBAN OUTFITTERS INC granted Sheila B. Harrington 13,291 Performance Based Restricted Stock Units and 13,291 Restricted Stock Units. Each unit represents a contingent right to receive one common share, awarded at a price of $0.0000 per unit.

When do Sheila B. Harrington’s URBN PSUs vest and what are the conditions?

One-third of Harrington’s 13,291 PSUs are eligible to vest on March 2, 2028, March 1, 2029, and March 7, 2030. Vesting requires continued employment and satisfaction of performance measures tied to average operating profit margin for fiscal years 2028, 2029, and 2030.

What are the vesting terms for Sheila B. Harrington’s URBN RSU grant?

Harrington’s 13,291 RSUs vest in three equal parts on March 2, 2028, March 1, 2029, and March 7, 2030. Vesting is contingent solely on her continued employment with URBAN OUTFITTERS INC through each respective vesting date.

What does each PSU and RSU represent for URBAN OUTFITTERS INC stock?

Each Performance Based Restricted Stock Unit and each Restricted Stock Unit represents a contingent right to receive one common share of URBAN OUTFITTERS INC. Actual share delivery depends on meeting the applicable vesting and, for PSUs, performance conditions.

How many URBN shares does Sheila B. Harrington hold indirectly through a retirement plan?

The filing shows 570 common shares held indirectly by Sheila B. Harrington through a Profit Sharing Fund (401(k)) Plan. This reflects her indirect ownership position via the plan rather than a new market transaction in the company’s stock.