Hayne Azeez 4

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.