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[Form 4] URBAN OUTFITTERS INC Insider Trading Activity

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Global CEO Sheila B. Harrington reported equity award activity involving both acquisitions and dispositions of common shares. On March 5, 2026, she acquired common shares through the exercise or conversion of performance-based restricted stock units and restricted stock units, each representing the right to receive one common share. She also disposed of 3,185 and 3,959 common shares at $65.62 per share to cover tax liabilities associated with these equity awards, a non–open-market tax-withholding transaction. Following these changes, she continues to hold common shares directly, and an additional 570 common shares are held indirectly through a Profit Sharing Fund (401(k) Plan).

Positive

  • None.

Negative

  • None.
Insider HARRINGTON SHEILA B.
Role Global CEO, UO & FP Groups
Type Security Shares Price Value
Exercise Performance Based Restricted Stock Unit 10,200 $0.00 $0.00
Exercise Restricted Stock Unit 10,200 $0.00 $0.00
Exercise Common Shares 10,200 $0.00 $0.00
Exercise Price or Tax Liability Common Shares 3,185 $65.62 $209K
Exercise Common Shares 10,200 $0.00 $0.00
Exercise Price or Tax Liability Common Shares 3,959 $65.62 $260K
holding Common Shares -- -- --
Holdings After Transaction: Performance Based Restricted Stock Unit — 10,201 shares (Direct); Restricted Stock Unit — 10,201 shares (Direct); Common Shares — 272,474 shares (Direct); Common Shares — 570 shares (Indirect, By Profit Sharing Fund (401(k)) Plan)
Footnotes (4)
  1. F1. Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
  2. F2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
  3. F3. One-third of the total number of PSUs granted are eligible to vest on each of March 6, 2025, March 5, 2026 and March 4, 2027, 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 2025, 2026 and 2027.
  4. F4. One-third of the total number of RSUs granted are eligible to vest on each of March 6, 2025, March 5, 2026 and March 4, 2027, contingent on the continued employment of the reporting person through such date.

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Form 4 Insider Transactions: What Each Field Means →
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)
03/05/2026
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 03/05/2026 M 10,200 A (1) 269,418 D
Common Shares 03/05/2026 F 3,185 D $65.62 266,233 D
Common Shares 03/05/2026 M 10,200 A (2) 276,433 D
Common Shares 03/05/2026 F 3,959 D $65.62 272,474 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based Restricted Stock Unit (1) 03/05/2026 M 10,200 (3) (3) Common Shares 10,200 $0 10,201 D
Restricted Stock Unit (2) 03/05/2026 M 10,200 (4) (4) Common Shares 10,200 $0 10,201 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 6, 2025, March 5, 2026 and March 4, 2027, 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 2025, 2026 and 2027.
4. One-third of the total number of RSUs granted are eligible to vest on each of March 6, 2025, March 5, 2026 and March 4, 2027, contingent on the continued employment of the reporting person through such date.
/s/ Sheila B. Harrington 03/09/2026
** 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