Hayne Azeez 4

4 · URBAN OUTFITTERS INC · Filed Mar 9, 2026

AI-generated summary of this filing

Updated Mar 10, 2026

Urban Outfitters CAO Hayne Azeez Exercises Awards, Withholds 2,726 Shares

What Happened

Hayne Azeez, Chief Administrative Officer of Urban Outfitters (URBN), converted/vested company stock awards (PSUs/RSUs) on March 5, 2026. To cover tax withholding, a total of 2,726 shares were surrendered: 1,389 shares withheld at $65.62 each ($91,146) and 1,337 shares withheld at $65.62 each ($87,734), totaling $178,880. The transactions are reported as derivative exercises/conversions (code M) with withholding dispositions (code F).

Key Details

Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (reports the Mar 5 activity).
Withheld shares: 1,389 @ $65.62 (=$91,146) and 1,337 @ $65.62 (=$87,734); total withheld = 2,726 shares for $178,880.
Reported actions: conversion/settlement of PSUs/RSUs (M = exercise/conversion of derivative); F = shares surrendered to satisfy tax withholding.
Footnotes: F1/F2 explain each PSU/RSU equals a contingent right to one common share; F5/F6 note one-third of each award vests annually (Mar 6, 2025; Mar 5, 2026; Mar 4, 2027) subject to service and performance; F3/F4 note some shares are held in trusts of which Mr. Azeez is trustee/beneficiary.
Shares owned after the transactions: not specified in the filing.

Context

This was not an open-market buy or sell; it reflects grant settlement/vesting and tax-withholding (common practice when awards vest). PSUs are performance-based and subject to future performance/vesting conditions per the footnotes; RSUs vest based on continued service. The filing lists derivative conversions with $0 exercise price, consistent with settlement of restricted stock units rather than exercising priced stock options.

Form 4

Period: 2026-03-05

Chief Administrative Officer

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-03-05+4,327→ 4,327 total
Tax Payment
Common Shares
2026-03-05$65.62/sh−1,389$91,146→ 2,938 total
Exercise/Conversion
Common Shares
[F2]
2026-03-05+4,327→ 7,256 total
Tax Payment
Common Shares
2026-03-05$65.62/sh−1,337$87,734→ 5,928 total
Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F5]
2026-03-05−4,327→ 4,328 total
→ Common Shares (4,327 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F6]
2026-03-05−4,327→ 4,328 total
→ Common Shares (4,327 underlying)

Holdings

Footnotes (6)

[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]These shares are held by a trust of which Mr. Hayne is a trustee.
[F4]These shares are held by a trust of which Mr. Hayne is a partial residuary beneficiary.
[F5]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.
[F6]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/ Azeez Hayne|2026-03-09

1 file