Urban Outfitters Co-President exercises stock units

Urban Outfitters Co-President & CCO Margaret Hayne exercised equity awards tied to company performance and service.

Rhea-AI Filing Summary

Urban Outfitters Co-President & CCO Margaret Hayne exercised equity awards tied to company performance and service. On March 9, 2026, she converted 10,834 Performance Based Restricted Stock Units and 10,834 Restricted Stock Units into a total of 21,668 common shares at an exercise price of $0.00 per share.

To cover tax obligations, 9,948 common shares were disposed of at $64.48 per share through share withholding, which is not an open-market sale. After these transactions, Hayne held 1,200,000+ common shares directly and also reported sizable indirect holdings through a spouse, trusts, retirement plans and a foundation.

The footnotes explain that PSUs vest in three annual tranches through March 8, 2026, contingent on continued employment and average operating profit margin performance for fiscal years 2024–2026, while RSUs vest over the same three-year schedule based solely on continued employment.

Insider Trade Summary

21,668 shares exercised/converted

Exercise 12 txns

Insider Hayne Margaret

Role Co-President & CCO

Type	Security	Shares	Price	Value
Exercise	Performance Based Restricted Stock Unit	10,834	$0.00	$0.00
Exercise	Restricted Stock Unit	10,834	$0.00	$0.00
Exercise	Common Shares	10,834	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	4,974	$64.48	$321K
Exercise	Common Shares	10,834	$0.00	$0.00
Exercise Price or Tax Liability	Common Shares	4,974	$64.48	$321K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
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 — 1,201,313 shares (Direct); Common Shares — 11,300 shares (Indirect, By Profit Sharing Fund (401(k)) Plan); Common Shares — 4,531,127 shares (Indirect, By Trust); Common Shares — 185,573 shares (Indirect, By Spouse as Trustee); Common Shares — 35,140 shares (Indirect, By Hayne Foundation); Common Shares — 23,480 shares (Indirect, By Spouse through Profit Sharing Fund (401(k)) Plan); Common Shares — 17,449,385 shares (Indirect, By Spouse)

Footnotes (4)

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. 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. 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.

FAQ

What did URBN executive Margaret Hayne report in this Form 4?

Margaret Hayne reported exercises of performance-based and time-based stock units into 21,668 Urban Outfitters common shares. A portion of the resulting shares was withheld to satisfy tax obligations, and her updated direct and indirect share holdings were disclosed.

How many Urban Outfitters (URBN) shares did Hayne acquire and for what cost?

She acquired 21,668 Urban Outfitters common shares by exercising Performance Based Restricted Stock Units and Restricted Stock Units at an exercise price of $0.00 per share. These awards represent previously granted equity compensation rather than open-market purchases of stock.

Were any of Margaret Hayne’s URBN transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They reflect the exercise of stock units and related tax-withholding share dispositions. Shares withheld for taxes are delivered back to the company to satisfy tax liabilities, rather than being sold on the open market.

How many URBN shares were withheld for Margaret Hayne’s tax obligations?

A total of 9,948 Urban Outfitters common shares were withheld to cover tax liabilities, at a price of $64.48 per share. These tax-withholding dispositions reduce the net shares received but are considered administrative, not discretionary sales reflecting a market view.

What is the vesting schedule for Hayne’s Performance Based Restricted Stock Units at URBN?

One-third of her Performance Based Restricted Stock Units are eligible to vest on March 8, 2024, 2025 and 2026. Vesting requires continued employment through each date and meeting performance measures tied to Urban Outfitters’ average operating profit margin for fiscal 2024–2026.

How do Margaret Hayne’s URBN Restricted Stock Units vest over time?

One-third of her Restricted Stock Units are eligible to vest on March 8, 2024, 2025 and 2026. Vesting is contingent on her continued employment with Urban Outfitters through each vesting date, without additional performance conditions beyond service.

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Accepted by SEC EDGAR 03/11/2026 - 04:26 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
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^*

Hayne Margaret

(Last) (First) (Middle)

5000 SOUTH BROAD STREEET

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President & CCO

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		10,834	A	(1)	1,200,427	D
Common Shares	03/09/2026		F		4,974	D	$64.48	1,195,453	D
Common Shares	03/09/2026		M		10,834	A	(2)	1,206,287	D
Common Shares	03/09/2026		F		4,974	D	$64.48	1,201,313	D
Common Shares								11,300	I	By Profit Sharing Fund (401(k)) Plan
Common Shares								4,531,127	I	By Trust
Common Shares								185,573	I	By Spouse as Trustee
Common Shares								35,140	I	By Hayne Foundation
Common Shares								23,480	I	By Spouse through Profit Sharing Fund (401(k)) Plan
Common Shares								17,449,385	I	By Spouse

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			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/ Margaret Hayne	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).
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