HARRINGTON SHEILA B. 4

What Happened

• Sheila B. Harrington, Global CEO of the UO & FP Groups at Urban Outfitters (URBN), had performance-based restricted stock units (PSUs) and restricted stock units (RSUs) convert into common shares on 2026-03-09. Two conversion events of 11,667 shares each resulted in a total of 23,334 shares issued to her.
• To cover tax obligations, 5,393 shares were withheld for each award (total 10,786 shares) and disposed at $64.48 per share, producing proceeds of $347,741 per withholding event and roughly $695,482 in total.
• The filings show conversion/exercise entries (derivative-to-share) and the related tax-withholding share disposals; these are not open-market sales for investment, but withholding to satisfy tax liabilities.

Key Details

• Transaction date: 2026-03-09; Form 4 filed 2026-03-11 (timely filing).
• Conversion details: Two derivative conversions (M) of 11,667 shares each (PSU and RSU).
• Tax withholding: Two disposals (F) of 5,393 shares each at $64.48 = $347,741 each; total withheld ~10,786 shares / ~$695,482.
• Reported derivative disposals at $0 reflect the administrative conversion of awards into shares.
• Shares owned after the transactions: not specified in the filing.
• Footnotes: PSUs and RSUs each represent contingent rights to common shares; vesting was on a one‑third per-year schedule (Mar 8, 2024; Mar 8, 2025; Mar 8, 2026) tied to continued employment and (for PSUs) performance measures.

Context

• This is a vesting/conversion event, not an open-market purchase or a discretionary sale; the only shares sold were withheld to satisfy tax withholding (a common administrative step).
• For retail investors, vesting/conversion shows executive compensation being realized; the tax-withholding disposals don’t necessarily indicate a view on the stock’s outlook.