URBAN OUTFITTERS (URBN) COO exercises RSUs; 9,948 shares withheld for tax

Q: What insider transactions did URBN Co-President Frank Conforti report?

Frank Conforti exercised 21,668 restricted stock units into URBAN OUTFITTERS common shares at $0.00 per share. To cover taxes, 9,948 shares were withheld at $64.48 per share, increasing his overall equity stake rather than reflecting open-market trading.

Q: Did URBN executive Frank Conforti buy or sell shares on the open market?

The transactions did not involve open-market buying or selling. Conforti exercised stock units granted as compensation and had 9,948 shares withheld at $64.48 per share solely to satisfy tax obligations, a standard non-market mechanism for paying associated taxes.

Q: What types of equity awards did URBN’s Frank Conforti exercise?

Conforti exercised both Performance Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs) , each unit converting into one common share. Vesting of PSUs depended on operating profit margin performance, while RSUs vested based on continued employment through specified dates.

Q: How are URBN performance-based RSUs for Frank Conforti structured?

One-third of Conforti’s performance-based RSUs are eligible to vest on March 8 of 2024, 2025, and 2026 . Vesting requires continued employment and achievement of performance measures tied to URBAN OUTFITTERS’ average operating profit margin over fiscal years 2024 through 2026.

Q: How do time-based RSUs vest for URBN executive Frank Conforti?

For Conforti’s time-based RSUs , one-third of the total grant is eligible to vest on March 8 of 2024, 2025, and 2026 . Vesting depends on his continued employment with URBAN OUTFITTERS through each respective vesting date, without additional performance conditions.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

URBAN OUTFITTERS Co-President & COO Frank Conforti reported compensation-related equity activity. On March 9, 2026, he exercised performance-based and time-based restricted stock units covering 21,668 common shares at an exercise price of $0.00 per share.

To satisfy tax obligations, 9,948 common shares were withheld at $64.48 per share, a disposition labeled as share delivery for tax payment rather than an open-market sale. After these transactions, he directly held 73,993 common shares and indirectly held 448 shares through a Profit Sharing Fund (401(k)) plan.

Insider Trade Summary

21,668 shares exercised/converted

Mixed 7 txns

Insider Conforti Frank

Role Co-President & COO

Type	Security	Shares	Price	Value
Exercise	Performance Based Restricted Stock Unit	10,834	$0.00	--
Exercise	Restricted Stock Unit	10,834	$0.00	--
Exercise	Common Shares	10,834	$0.00	--
Tax Withholding	Common Shares	4,974	$64.48	$321K
Exercise	Common Shares	10,834	$0.00	--
Tax Withholding	Common Shares	4,974	$64.48	$321K
holding	Common Shares	--	--	--

Holdings After Transaction: Performance Based Restricted Stock Unit — 0 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Shares — 73,107 shares (Direct); Common Shares — 448 shares (Indirect, By Profit Sharing Fund (401(k)) Plan)

Footnotes (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 →

03/11/2026 - 04:26 PM

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^*

Conforti Frank

(Last)

(First)

(Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA

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)
	Co-President & COO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/09/2026		M		10,834	A	⁽¹⁾	73,107	D
Common Shares	03/09/2026		F		4,974	D	$64.48	68,133	D
Common Shares	03/09/2026		M		10,834	A	⁽²⁾	78,967	D
Common Shares	03/09/2026		F		4,974	D	$64.48	73,993	D
Common Shares								448	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Based Restricted Stock Unit	⁽¹⁾	03/09/2026		M			10,834	⁽³⁾	⁽³⁾	Common Shares	10,834	$0	0	D
Restricted Stock Unit	⁽²⁾	03/09/2026		M			10,834	⁽⁴⁾	⁽⁴⁾	Common Shares	10,834	$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/ Frank Conforti	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 Co-President Frank Conforti report?

Frank Conforti exercised 21,668 restricted stock units into URBAN OUTFITTERS common shares at $0.00 per share. To cover taxes, 9,948 shares were withheld at $64.48 per share, increasing his overall equity stake rather than reflecting open-market trading.

Did URBN executive Frank Conforti buy or sell shares on the open market?

The transactions did not involve open-market buying or selling. Conforti exercised stock units granted as compensation and had 9,948 shares withheld at $64.48 per share solely to satisfy tax obligations, a standard non-market mechanism for paying associated taxes.

How many URBN shares does Frank Conforti hold after these Form 4 transactions?

Following the reported activity, Frank Conforti directly held 73,993 URBAN OUTFITTERS common shares. He also indirectly held an additional 448 shares through a Profit Sharing Fund (401(k) plan), reflecting both direct and retirement-plan equity exposure to the company.

What types of equity awards did URBN’s Frank Conforti exercise?

Conforti exercised both Performance Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs), each unit converting into one common share. Vesting of PSUs depended on operating profit margin performance, while RSUs vested based on continued employment through specified dates.

How are URBN performance-based RSUs for Frank Conforti structured?

One-third of Conforti’s performance-based RSUs are eligible to vest on March 8 of 2024, 2025, and 2026. Vesting requires continued employment and achievement of performance measures tied to URBAN OUTFITTERS’ average operating profit margin over fiscal years 2024 through 2026.

How do time-based RSUs vest for URBN executive Frank Conforti?

For Conforti’s time-based RSUs, one-third of the total grant is eligible to vest on March 8 of 2024, 2025, and 2026. Vesting depends on his continued employment with URBAN OUTFITTERS through each respective vesting date, without additional performance conditions.