Hayne Margaret 4

4 · URBAN OUTFITTERS INC · Filed Mar 13, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

Urban Outfitters (URBN) Co‑President Margaret Hayne Exercises RSUs/PSUs

What Happened

Margaret Hayne, Co‑President, Chief Creative Officer and director of Urban Outfitters (URBN), had portion(s) of her performance‑based restricted stock units (PSUs) and restricted stock units (RSUs) vest on March 11, 2026. The filing shows two award conversions of 6,560 shares each (gross 13,120 shares).
To satisfy tax withholding, 3,012 shares were withheld for each award (6,024 shares total) at a withholding value of $64.93/share — $195,569 per withholding event, $391,138 total. The awards converted at $0.00 exercise price (no cash paid); net shares delivered to Hayne were 7,096 (13,120 gross − 6,024 withheld).
This was not an open‑market sale for cash but a standard tax‑withholding disposition associated with award settlement.

Key Details

Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely).
Instruments / codes: M = exercise/conversion of derivative (PSU/RSU vesting); F = payment of tax liability via share withholding.
Per award: 6,560 shares vested (PSU) and 6,560 shares vested (RSU); 3,012 shares withheld for taxes per award at $64.93/share.
Total gross shares vested: 13,120; total withheld/disposed for taxes: 6,024; total withholding value reported: $391,138.
Exercise price / cost: $0.00 for the vested awards (typical for RSU/PSU settlement).
Shares owned after the transaction: not specified in the filing.
Footnotes: PSUs are performance‑based (one‑third of PSUs eligible to vest on Mar 11, 2026 per F3); RSUs vest on the same schedule (per F4).

Context

This is a vesting/settlement of equity awards, not a market sale. Withholding shares to cover taxes is a common administrative step and does not necessarily signal a change in insider sentiment.
PSUs are subject to performance conditions over fiscal years 2026–2028; only the first tranche (one‑third) vested on March 11, 2026 if performance/employment conditions were met.
No indication in the filing that this was a 10% owner transaction or part of a 10b5‑1 plan.

Form 4

Period: 2026-03-11

DirectorCo-President & CCO

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-03-11+6,560→ 1,207,873 total
Tax Payment
Common Shares
2026-03-11$64.93/sh−3,012$195,569→ 1,204,861 total
Exercise/Conversion
Common Shares
[F2]
2026-03-11+6,560→ 1,211,421 total
Tax Payment
Common Shares
2026-03-11$64.93/sh−3,012$195,569→ 1,208,409 total
Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F3]
2026-03-11−6,560→ 13,120 total
→ Common Shares (6,560 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F4]
2026-03-11−6,560→ 13,120 total
→ Common Shares (6,560 underlying)

Holdings

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 11, 2026, March 10, 2027 and March 8, 2028, 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 2026, 2027 and 2028.
[F4]One-third of the total number of RSUs granted are eligible to vest on each of March 11, 2026, March 10, 2027 and March 8, 2028, contingent on the continued employment of the reporting person through such date.

Signature

/s/ Margaret Hayne|2026-03-13

1 file