Hayne Azeez 4

4 · URBAN OUTFITTERS INC · Filed Mar 11, 2026

AI-generated summary of this filing

Updated Mar 12, 2026

Urban Outfitters (URBN) Chief Admin Officer Exercises Awards, Withholds Shares

What Happened

Hayne Azeez, Chief Administrative Officer of Urban Outfitters (URBN), converted/settled multiple performance- and restricted-stock unit awards on March 9, 2026. The filing shows four tranches of 4,167 units (4 x 4,167 = 16,668 units) reported as exercised/converted.
To cover tax obligations, 1,288 shares were withheld (disposed) at $64.48 for $83,050 and 1,533 shares were withheld at $64.48 for $98,848 — a total of 2,821 shares withheld worth $181,898. These were tax-withholding dispositions (code F), not open-market sales.

Key Details

Transaction date: 2026-03-09; Form 4 filed 2026-03-11 (appears timely).
Reported events: multiple exercises/conversions of derivative awards (code M) and tax withholding/share dispositions (code F).
Withheld: 2,821 shares at $64.48 for ~$181,898 to satisfy tax liabilities.
Units shown: four 4,167-unit entries (totaling 16,668 units) converted/settled according to the filing.
Footnotes: PSUs and RSUs (F1, F2) convert into common shares; vesting schedules noted (one‑third vests each March 8 in 2024, 2025, 2026 per F5/F6). Some shares are held in trusts related to Mr. Azeez (F3, F4).
Shares owned after the transactions are not stated in the excerpt provided.

Context

This was a vesting/settlement of equity awards with net share withholding for taxes (a routine corporate action), not an open-market sale signaling a deliberate cash-out.
For retail investors, award conversions and tax-withholdings are common and often reflect scheduled vesting rather than active trading decisions by the insider.

Form 4

Period: 2026-03-09

Chief Administrative Officer

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-03-09+4,167→ 10,095 total
Tax Payment
Common Shares
2026-03-09$64.48/sh−1,288$83,050→ 8,807 total
Exercise/Conversion
Common Shares
[F2]
2026-03-09+4,167→ 12,974 total
Tax Payment
Common Shares
2026-03-09$64.48/sh−1,533$98,848→ 11,441 total
Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F5]
2026-03-09−4,167→ 0 total
→ Common Shares (4,167 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F6]
2026-03-09−4,167→ 0 total
→ Common Shares (4,167 underlying)

Holdings

Footnotes (6)

[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]These shares are held by a trust of which Mr. Hayne is a trustee.
[F4]These shares are held by a trust of which Mr. Hayne is a partial residuary beneficiary.
[F5]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.
[F6]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/ Azeez Hayne|2026-03-11

1 file