Marein-Efron Melanie 4

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.