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Anthropologie CEO (URBN) nets more Urban Outfitters shares after awards

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

Rhea-AI Filing Summary

Urban Outfitters executive Tricia D. Smith reported compensation-related equity activity involving 18,334 share units of Urban Outfitters common stock. On March 9, 2026, she exercised 9,167 Performance Based Restricted Stock Units and 9,167 Restricted Stock Units, each unit converting into one common share at a price of $0.00 per share.

To cover tax obligations, 4,237 common shares were withheld at $64.48 per share in two separate transactions totaling 8,474 shares, rather than sold in the open market. After these exercises and tax withholdings, Smith directly held 27,198 common shares of Urban Outfitters. The PSU and RSU awards vest in three annual installments, contingent on continued employment and, for PSUs, meeting operating profit margin performance measures.

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Insider Smith Tricia D
Role Global CEO Anthropologie Group
Type Security Shares Price Value
Exercise Performance Based Restricted Stock Unit 9,167 $0.00 --
Exercise Restricted Stock Unit 9,167 $0.00 --
Exercise Common Shares 9,167 $0.00 --
Tax Withholding Common Shares 4,237 $64.48 $273K
Exercise Common Shares 9,167 $0.00 --
Tax Withholding Common Shares 4,237 $64.48 $273K
Holdings After Transaction: Performance Based Restricted Stock Unit — 0 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Shares — 26,505 shares (Direct)
Footnotes (1)
  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 →
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*
Smith Tricia D
(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 Anthropologie Group
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 9,167 A (1) 26,505 D
Common Shares 03/09/2026 F 4,237 D $64.48 22,268 D
Common Shares 03/09/2026 M 9,167 A (2) 31,435 D
Common Shares 03/09/2026 F 4,237 D $64.48 27,198 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) 03/09/2026 M 9,167 (3) (3) Common Shares 9,167 $0 0 D
Restricted Stock Unit (2) 03/09/2026 M 9,167 (4) (4) Common Shares 9,167 $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. 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/ Tricia D. Smith 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 insider transactions did URBN executive Tricia D. Smith report?

Tricia D. Smith reported exercising equity awards that converted into 18,334 Urban Outfitters common shares. These came from 9,167 Performance Based RSUs and 9,167 RSUs, reflecting vesting of prior compensation grants rather than new open-market purchases.

How many Urban Outfitters shares does Tricia D. Smith hold after these Form 4 transactions?

Following the reported transactions, Tricia D. Smith directly holds 27,198 Urban Outfitters common shares. This figure reflects shares received from vested awards, net of shares withheld to satisfy tax obligations on March 9, 2026.

Were any of Tricia D. Smith’s URBN transactions open-market sales or purchases?

The filing shows no open-market purchases or sales. Shares were acquired through option-like conversions of PSUs and RSUs, while 8,474 shares were withheld at $64.48 per share solely to cover tax liabilities, not sold to third parties.

What are the terms of Tricia D. Smith’s Performance Based RSUs at Urban Outfitters (URBN)?

Each PSU converts into one Urban Outfitters common share. One-third of granted PSUs may vest on March 8 of 2024, 2025, and 2026, contingent on continued employment and performance targets tied to average operating profit margin for fiscal years 2024–2026.

How do the Restricted Stock Units for URBN’s Tricia D. Smith vest?

Each RSU represents a right to receive one Urban Outfitters common share. One-third of the RSUs granted are eligible to vest on March 8 of 2024, 2025, and 2026, as long as Smith remains employed with the company through each applicable vesting date.

What tax-withholding transactions did Tricia D. Smith report for URBN shares?

She reported two tax-withholding transactions labeled with code F, each involving 4,237 common shares at $64.48 per share. These shares were delivered back to satisfy tax liabilities arising from vesting, not as discretionary sales into the market.