Smith Tricia D 4

What Happened

• Tricia D. Smith, Global CEO of the Anthropologie Group at Urban Outfitters (URBN), had performance-based RSUs and RSUs convert to common stock on March 9, 2026. The filing shows two awards of 9,167 shares each converted (gross total 18,334 shares).
• To cover tax withholding, 4,237 shares were withheld from each award (8,474 shares total) and valued at $64.48 per share, producing proceeds of $273,202 per withholding (total $546,404). After withholding, the net shares issued to Smith were approximately 9,860 shares.
• These were conversions/vestings of equity awards (not open-market purchases or discretionary sales).

Key Details

• Transaction date: 2026-03-09; Form 4 filed 2026-03-11 (typical two-business-day filing).
• Codes: M = conversion/exercise of derivative (PSU/RSU conversion to common stock); F = shares withheld to pay tax liability.
• Gross shares converted: 2 × 9,167 = 18,334; Shares withheld for taxes: 2 × 4,237 = 8,474; Net shares received: ~9,860.
• Withholding price: $64.48 per share; withholding proceeds shown as $273,202 per withholding (total ~$546,404).
• Shares owned after the transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1/F2 confirm each PSU/RSU converts to one common share; F3/F4 note vesting schedule and that PSUs vest based on continued employment plus performance measures (operating profit margin targets for fiscal 2024–2026).

Context

• This was a vesting/conversion of restricted stock units and performance units, not an open-market buy or sell. The F-code withholding (share surrender to cover taxes) is a routine administrative step and does not by itself signal the insider’s view of the stock.
• PSU vesting is contingent on performance measures as described in the footnotes; treatment here appears to be standard net-share withholding to satisfy tax obligations.