Urban Outfitters (URBN) CFO exercises RSUs, withholds shares for taxes

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Form Type

Rhea-AI Filing Summary

URBAN OUTFITTERS INC Chief Financial Officer Melanie Marein‑Efron exercised equity awards and had shares withheld for taxes. On March 9, 2026, she converted 5,000 Performance Based Restricted Stock Units and 5,000 Restricted Stock Units into 10,000 common shares at a stated price of $0.00 per share. Two separate tax-withholding transactions delivered a total of 3,870 common shares at $64.48 per share to cover tax obligations, which are not open-market sales. After these transactions, she directly owned 18,403 common shares, reflecting a net increase in her shareholdings from these vesting events.

Insider Trade Summary

Net Buyer: 6,130 shares

Net Buy 6 txns

Insider Marein-Efron Melanie

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Performance Based Restricted Stock Unit	5,000	$0.00	$0.00
Exercise	Restricted Stock Unit	5,000	$0.00	$0.00
Exercise	Common Shares	5,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	1,574	$64.48	$101K
Exercise	Common Shares	5,000	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	2,296	$64.48	$148K

Holdings After Transaction: Performance Based Restricted Stock Unit — 0 shares (Direct); Restricted Stock Unit — 0 shares (Direct); Common Shares — 18,403 shares (Direct)

Footnotes (4)

F1. Each Performance Based Restricted Stock Unit ("PSU") represents a contingent right to receive one of the issuer's common shares.
F2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one of the issuer's common shares.
F3. 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.
F4. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/11/2026 - 04:27 PM

FAQ

What did URBN CFO Melanie Marein-Efron report in this Form 4?

She reported the vesting and exercise of equity awards into 10,000 common shares and related tax-withholding transactions. These entries reflect routine compensation events rather than open-market buying or selling of Urban Outfitters (URBN) stock.

How many Urban Outfitters shares did the CFO acquire through award exercises?

She acquired 10,000 common shares by converting 5,000 Performance Based Restricted Stock Units and 5,000 Restricted Stock Units. Each unit represents a contingent right to receive one common share upon vesting, subject to employment and, for PSUs, performance conditions.

Were any of Melanie Marein-Efron’s URBN transactions open-market sales?

No, the reported dispositions used code F, indicating 3,870 shares were withheld at $64.48 per share to satisfy tax liabilities. Tax-withholding dispositions transfer shares to the issuer or tax authorities and are not open-market sales on an exchange.

How many URBN shares does the CFO own after these transactions?

Following the March 9, 2026 transactions, Melanie Marein-Efron directly owned 18,403 Urban Outfitters common shares. This reflects her position after the award conversions and the share withholdings used to cover associated tax obligations.

What are the vesting conditions for the URBN PSUs reported in this filing?

One-third of the Performance Based Restricted Stock Units can vest on March 8 of 2024, 2025, and 2026. Vesting depends on her continued employment through each date and meeting performance measures tied to average operating profit margin for fiscal years 2024–2026.

How do the URBN RSUs held by the CFO vest over time?

One-third of the Restricted Stock Units are eligible to vest on March 8 of 2024, 2025, and 2026. Vesting for these RSUs depends solely on Melanie Marein-Efron’s continued employment with Urban Outfitters through each scheduled vesting date.

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^*

Marein-Efron Melanie

(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)
	Chief Financial 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)
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		5,000	A	⁽¹⁾	17,273	D
Common Shares	03/09/2026		F		1,574	D	$64.48	15,699	D
Common Shares	03/09/2026		M		5,000	A	⁽²⁾	20,699	D
Common Shares	03/09/2026		F		2,296	D	$64.48	18,403	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)
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			5,000	⁽³⁾	⁽³⁾	Common Shares	5,000	$0	0	D
Restricted Stock Unit	⁽²⁾	03/09/2026		M			5,000	⁽⁴⁾	⁽⁴⁾	Common Shares	5,000	$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/ Melanie Marein-Efron	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