Hayne Margaret 4

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.