Smith Tricia D 4

What Happened

• Tricia D. Smith, Global CEO of the Anthropologie Group at Urban Outfitters (URBN), had performance- and time-based restricted units convert into common shares on March 11, 2026. The filing shows two conversions of 5,963 units each (total 11,926 underlying shares).
• To satisfy tax withholding, 2,756 shares were delivered (disposed) in connection with each conversion (total 5,512 shares) at a reported per-share value of $64.93, totaling $178,947 per withholding event and $357,894 overall. Net shares received by Smith after withholding were 6,414 shares (11,926 converted minus 5,512 withheld).
• This was not an open-market sale for cash to a third party; the shares were surrendered to the company to cover tax liabilities (routine withholding).

Key Details

• Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (filed promptly after the transaction).
• Conversion details: two "M" entries for 5,963 units each (total 11,926 shares); withholding "F" entries: two disposals of 2,756 shares each at $64.93 ($178,947 each).
• Shares owned after transaction: not specified in the provided filing data.
• Notable footnotes: F1–F4 indicate these were Performance-Based RSUs (PSUs) and RSUs; one‑third of each grant vests on March 11, 2026 (with further tranches in 2027 and 2028), and PSU vesting is contingent on performance (average operating profit margin) plus continued employment.
• Filing timeliness: Report covers 3/11/2026 transactions and was filed 3/13/2026 (no late filing flag noted).

Context

• This was effectively a cashless tax-withholding settlement: restricted units vested/converted to shares, and a portion of those shares were surrendered to the issuer to pay taxes rather than sold on the open market.
• PSUs differ from RSUs because PSU payout is contingent on performance goals (see footnote F3). These transactions are routine compensation settlements and do not by themselves indicate the insider’s market view.