HARRINGTON SHEILA B. 4

What Happened
Sheila B. Harrington, Global CEO (UO & FP Groups) of Urban Outfitters (URBN), had performance-based restricted stock units (PSUs) and restricted stock units (RSUs) convert into common shares on March 5, 2026. The Form 4 shows multiple conversion (exercise/conversion, code M) entries of 10,200 units each (recorded as conversions with $0.00 exercise price), and two tax-withholding (code F) transactions in which 3,185 shares and 3,959 shares were withheld at $65.62 per share to satisfy tax obligations — $209,000 and $259,790 respectively (total withheld value $468,790). The conversions reflect settlement of award units rather than an open‑market purchase or discretionary sale.

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (filed on time within the two business‑day requirement).
• Tax-withholding: 3,185 shares @ $65.62 = $209,000 and 3,959 shares @ $65.62 = $259,790 (total ~$468,790).
• Conversion entries: multiple exercise/conversion (code M) entries of 10,200 units each recorded; some entries show $0.00 exercise price (i.e., units converted to shares without cash exercise).
• Shares owned after transaction: not disclosed in the excerpt of this filing.
• Footnotes: F1–F2 confirm PSUs and RSUs each represent the right to one common share; F3–F4 state one‑third of PSUs and RSUs vested on March 5, 2026 (vesting contingent on continued employment and, for PSUs, performance measures).

Context

• These transactions reflect the vesting/settlement of equity awards and routine tax‑withholding rather than an open‑market sale. Withholding of shares to cover taxes (code F) is a common administrative step when restricted units vest.
• The filings show conversion/settlement of derivative awards (code M) with no cash exercise price, i.e., a cashless/stock‑settlement of vested RSUs/PSUs.
• No purchase or discretionary sale (open‑market) by the insider is reported here; the activity should be viewed as routine award settlement.