Marein-Efron Melanie 4

4 · URBAN OUTFITTERS INC · Filed Mar 11, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

URBN CFO Melanie Marein-Efron Receives 20,000 Shares (Withheld for Taxes)

What Happened

Melanie Marein-Efron, CFO of Urban Outfitters (URBN), had equity awards convert into common shares on 2026-03-09. A total of 20,000 shares resulted from the exercise/conversion of performance-based and restricted stock units (PSUs/RSUs).
To cover withholding tax obligations, 3,870 shares were surrendered (disposed) at $64.48 per share: 1,574 shares for $101,492 and 2,296 shares for $148,046, a combined withholding value of $249,538.
This was not an open‑market sale or purchase signaling a directional bet — it reflects vesting/conversion of award shares and routine tax withholding.

Key Details

Transaction date: March 9, 2026; filing date: March 11, 2026 (filed within the standard Form 4 timeframe).
Price used for tax withholding: $64.48 per share; total tax-withheld value ≈ $249,538.
Shares issued from conversion/exercise: 20,000 (four entries of 5,000 each reported as conversions/exercises).
Shares withheld/disposed to cover taxes: 3,870 (1,574 + 2,296).
Shares owned after the transaction: not disclosed in the filing.
Footnotes: F1 = PSUs (each converts to one common share if earned); F2 = RSUs (each converts to one common share); F3/F4 = vesting schedule: one-third vested on March 8 of 2024, 2025 and 2026, contingent on employment and (for PSUs) performance measures.

Context

This appears to be a routine vesting/conversion of PSUs/RSUs (derivative awards) rather than an open-market trade. The withholding of shares to cover tax liabilities is common and not necessarily a sell signal.
PSUs are performance‑based and only convert to shares if performance conditions are met; RSUs vest based on continued employment per the footnotes.

Form 4

Period: 2026-03-09

Chief Financial Officer

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-03-09+5,000→ 17,273 total
Tax Payment
Common Shares
2026-03-09$64.48/sh−1,574$101,492→ 15,699 total
Exercise/Conversion
Common Shares
[F2]
2026-03-09+5,000→ 20,699 total
Tax Payment
Common Shares
2026-03-09$64.48/sh−2,296$148,046→ 18,403 total
Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F3]
2026-03-09−5,000→ 0 total
→ Common Shares (5,000 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F4]
2026-03-09−5,000→ 0 total
→ Common Shares (5,000 underlying)

Footnotes (4)

[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]One-third of the total number of PSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, 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 2024, 2025 and 2026.
[F4]One-third of the total number of RSUs granted are eligible to vest on each of March 8, 2024, 2025 and 2026, contingent on the continued employment of the reporting person through such date.

Signature

/s/ Melanie Marein-Efron|2026-03-11

1 file