Smith Tricia D 4

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.