Smith Tricia D 4

4 · URBAN OUTFITTERS INC · Filed Mar 9, 2026

AI-generated summary of this filing

Updated Mar 9, 2026

Urban Outfitters (URBN) — Tricia Smith Converts Awards; Withholds Shares

What Happened

Tricia D. Smith, Global CEO of the Anthropologie Group at Urban Outfitters (URBN), had derivative awards (performance- and restricted-stock units) convert into common shares on 2026-03-05. The Form 4 shows conversion/exercise entries of 9,273 shares (reported multiple times for separate awards) and tax-withholding dispositions of 2,894 shares ($189,904) and 3,391 shares ($222,517) at $65.62 per share. Total shares withheld for taxes: 6,285, total value withheld: $412,421.
These transactions reflect vesting/conversion of equity awards and routine share withholding to satisfy tax obligations (not an open-market sale by choice).

Key Details

Transaction date: 2026-03-05; Form 4 filed: 2026-03-09 (timely within SEC Form 4 filing window).
Price used for withholding: $65.62 per share; tax-withheld shares: 2,894 and 3,391 (total 6,285); total withholding value $412,421.
Reported transaction types: M = exercise/conversion of derivative awards; F = payment of exercise price or tax liability (share withholding).
Footnotes: F1–F4 indicate the awards were PSUs (performance-based RSUs) and RSUs with typical vesting schedules (one‑third vesting on March 6, 2025; March 5, 2026; March 4, 2027, contingent on service and performance as noted).
Shares owned after the transactions are not specified in the excerpt of the filing provided here.

Context

These entries describe a cashless-style outcome common when restricted or performance stock units vest: the units convert into shares and a portion is surrendered/withheld to cover taxes. Such withholding is routine and does not necessarily signal the insider buying or selling shares in the open market.
The filing appears timely; no late-filing indicator was noted.

Form 4

Period: 2026-03-05

Global CEO Anthropologie Group

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-03-05+9,273→ 14,350 total
Tax Payment
Common Shares
2026-03-05$65.62/sh−2,894$189,904→ 11,456 total
Exercise/Conversion
Common Shares
[F2]
2026-03-05+9,273→ 20,729 total
Tax Payment
Common Shares
2026-03-05$65.62/sh−3,391$222,517→ 17,338 total
Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F3]
2026-03-05−9,273→ 9,273 total
→ Common Shares (9,273 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F4]
2026-03-05−9,273→ 9,273 total
→ Common Shares (9,273 underlying)

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 6, 2025, March 5, 2026 and March 4, 2027, 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 2025, 2026 and 2027.
[F4]One-third of the total number of RSUs granted are eligible to vest on each of March 6, 2025, March 5, 2026 and March 4, 2027, contingent on the continued employment of the reporting person through such date.

Signature

/s/ Tricia D. Smith|2026-03-09

1 file