Hayne Margaret 4

What Happened
Margaret Hayne, Co‑President & Chief Creative Officer and a director of Urban Outfitters (URBN), reported the conversion/exercise of performance‑based restricted stock units (PSUs) and restricted stock units (RSUs) into common shares on March 9, 2026. The filing shows two award conversions of 10,834 shares each (one PSU grant and one RSU grant), totaling 21,668 shares. To cover tax withholding, 4,974 shares were surrendered for each award (total 9,948 shares), withheld at $64.48 per share — a combined withholding value of $641,448. The conversion lines show $0.00 exercise price, consistent with RSU/PSU vesting (no cash exercise price).

Key Details

• Transaction date: March 9, 2026; Form 4 filed March 11, 2026 (timely filing).
• Awards converted: two items of 10,834 shares each (PSU and RSU), total 21,668 shares converted.
• Tax withholding: 4,974 shares withheld per award (total 9,948 shares) at $64.48/share; total withheld ≈ $641,448.
• Transaction codes: M = exercise/conversion of derivative awards (PSU/RSU); F = payment of tax liability via share withholding.
• The filing shows $0.00 exercise price entries for the converted awards — these are vested awards, not option purchases.
• Shares owned after the transactions are not specified in the provided filing details.

Context

• These were vesting/conversion events for PSUs and RSUs (not open‑market purchases or voluntary sales). The only shares "sold" in the filing were surrendered to satisfy tax withholding (a routine, internal "sell/withhold to cover" arrangement), not an open‑market trade.
• Footnotes in the filing explain that PSUs are performance‑based and that one‑third of the grants were eligible to vest on March 8 of 2024, 2025 and 2026 (vesting contingent on continued employment and performance), and that RSUs vest on the same schedule.
• This activity represents receipt of vested compensation rather than a directional buy/sell signal; withholding to cover taxes is common after vesting.