URBN CAO exercises 8,334 shares; tax shares withheld

URBAN OUTFITTERS INC Chief Administrative Officer Azeez Hayne reported equity compensation vesting and related tax withholding.

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Chief Administrative Officer Azeez Hayne reported equity compensation vesting and related tax withholding. On March 9, 2026, performance-based and time-based units covering 8,334 common shares were exercised into stock at a conversion price of $0.00 per share.

To cover tax obligations, 2,821 common shares were withheld at $64.48 per share, a non‑market disposition. After these transactions, Hayne held 11,441 common shares directly. Separate indirect holdings by trusts associated with Hayne totaled 8,827 and 55,815 common shares, respectively.

Insider Trade Summary

8,334 shares exercised/converted

Exercise 8 txns

Insider Hayne Azeez

Role Chief Administrative Officer

Type	Security	Shares	Price	Value
Exercise	Performance Based Restricted Stock Unit	4,167	$0.00	$0.00
Exercise	Restricted Stock Unit	4,167	$0.00	$0.00
Exercise	Common Shares	4,167	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,288	$64.48	$83K
Exercise	Common Shares	4,167	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,533	$64.48	$99K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Performance Based Restricted Stock Unit — 0 contracts (Direct); Restricted Stock Unit — 0 contracts (Direct); Common Shares — 11,441 shares (Direct); Common Shares — 64,642 shares (Indirect, By Trust)

Footnotes (6)

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. These shares are held by a trust of which Mr. Hayne is a trustee.
4. F4. These shares are held by a trust of which Mr. Hayne is a partial residuary beneficiary.
5. F5. 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.
6. F6. 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.

FAQ

What did URBN executive Azeez Hayne report in the latest Form 4?

Azeez Hayne reported the vesting and exercise of equity awards into 8,334 URBN common shares, along with related tax withholding. These are compensation-driven transactions rather than open-market purchases or sales, reflecting previously granted PSUs and RSUs converting into stock.

How many URBN shares did Azeez Hayne acquire and how many were withheld for taxes?

Equity awards for 8,334 URBN common shares vested and were exercised into stock. To satisfy tax obligations, 2,821 shares were withheld at $64.48 per share, reducing the net shares received but not representing an open-market sale.

How many URBN shares does Azeez Hayne hold directly after these transactions?

Following the vesting, exercise, and tax withholding, Azeez Hayne directly held 11,441 URBN common shares. This figure reflects the updated direct ownership position after all March 9, 2026 compensation-related entries were recorded in the Form 4.

What indirect URBN shareholdings are associated with Azeez Hayne through trusts?

Two trust accounts associated with Azeez Hayne held 8,827 and 55,815 URBN common shares, respectively. Footnotes explain these trusts, noting Hayne’s roles as trustee and partial residuary beneficiary, which provide additional indirect exposure beyond his direct holdings.

Were any URBN shares bought or sold on the open market by Azeez Hayne?

The Form 4 shows no open-market buys or sales. Transactions are coded as derivative exercises (equity award vesting) and F-code tax-withholding dispositions, where shares are withheld to cover taxes rather than sold on an exchange to outside investors.

What types of equity awards vested for Azeez Hayne at Urban Outfitters (URBN)?

The filing shows vesting of Performance Based Restricted Stock Units and Restricted Stock Units. Each PSU or RSU represents a contingent right to receive one URBN common share, subject to continued employment and, for PSUs, specified operating profit margin performance conditions.

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Accepted by SEC EDGAR 03/11/2026 - 04:28 PM 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
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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^*

Hayne Azeez

(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 Administrative Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/09/2026		M		4,167	A	(1)	10,095	D
Common Shares	03/09/2026		F		1,288	D	$64.48	8,807	D
Common Shares	03/09/2026		M		4,167	A	(2)	12,974	D
Common Shares	03/09/2026		F		1,533	D	$64.48	11,441	D
Common Shares								8,827(3)	I	By Trust
Common Shares								55,815(4)	I	By Trust

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)	03/09/2026		M			4,167	(5)	(5)	Common Shares	4,167	$0	0	D
Restricted Stock Unit	(2)	03/09/2026		M			4,167	(6)	(6)	Common Shares	4,167	$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. These shares are held by a trust of which Mr. Hayne is a trustee.

4. These shares are held by a trust of which Mr. Hayne is a partial residuary beneficiary.

5. 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.

6. 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/ Azeez Hayne	03/11/2026
	** Signature of Reporting Person	Date
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