URBAN OUTFITTERS (URBN) CFO records equity vesting and tax-share offsets

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Chief Financial Officer Melanie Marein-Efron reported equity award activity on March 5, 2026. She acquired common shares at no cost through the exercise and conversion of Performance Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs), each PSU or RSU representing a right to receive one common share.

In connection with these vestings, a total of 1,649 and 1,624 common shares were disposed of at $65.62 per share to cover tax obligations, a tax-withholding disposition rather than an open-market sale. Following these transactions, she directly owned 12,273 common shares. The PSUs and RSUs vest in three equal annual installments in 2025, 2026, and 2027, subject to continued employment and, for PSUs, performance conditions.

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^*

Marein-Efron Melanie

(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 Financial Officer

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		5,255	A	(1)	10,291	D
Common Shares	03/05/2026		F		1,649	D	$65.62	8,642	D
Common Shares	03/05/2026		M		5,255	A	(2)	13,897	D
Common Shares	03/05/2026		F		1,624	D	$65.62	12,273	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
Performance Based Restricted Stock Unit	(1)	03/05/2026		M			5,255	(3)	(3)	Common Shares	5,255	$0	5,255	D
Restricted Stock Unit	(2)	03/05/2026		M			5,255	(4)	(4)	Common Shares	5,255	$0	5,255	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/ Melanie Marein-Efron	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).
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FAQ

What insider transactions did URBN CFO Melanie Marein-Efron report on March 5, 2026?

Melanie Marein-Efron reported equity award vesting activity on March 5, 2026. She acquired common shares at no cost through the exercise and conversion of PSUs and RSUs, and disposed of some shares solely to satisfy tax-withholding obligations at a reported price of $65.62 per share.

How many Urban Outfitters (URBN) shares were withheld for taxes in this Form 4?

The filing shows tax-withholding dispositions of 1,649 and 1,624 common shares at $65.62 per share. These transactions, coded "F", represent shares delivered to cover tax liabilities tied to equity vesting, rather than discretionary open-market sales by the CFO.

What are the terms of the PSUs and RSUs reported by the URBN CFO?

Each PSU and RSU represents a contingent right to receive one Urban Outfitters common share. One-third of the total PSUs and RSUs are eligible to vest in 2025, 2026, and 2027, subject to continued employment and, for PSUs, operating profit margin performance targets.

How many Urban Outfitters common shares does the CFO hold after these transactions?

After the reported vesting and tax-withholding transactions, Melanie Marein-Efron directly owns 12,273 Urban Outfitters common shares. This figure reflects her updated direct ownership position following the conversion of equity awards into common stock and related share dispositions for taxes.

Did the URBN CFO buy or sell shares on the open market in this Form 4?

The Form 4 does not show open-market purchases or sales. It records equity award exercises and vesting, with shares acquired at $0.00 and dispositions coded "F" at $65.62 per share, representing shares withheld or delivered to satisfy tax liabilities arising from those awards.