Hayne Azeez 4

4 · URBAN OUTFITTERS INC · Filed Mar 13, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

Urban Outfitters (URBN) CAO Hayne Azeez Sells Shares

What Happened

Hayne Azeez, Chief Administrative Officer of Urban Outfitters (URBN), had equity awards convert into common shares on 2026-03-11 and then sold shares. The Form 4 reports conversion/exercise of derivative awards (2,783 shares reported as converted/issued). To satisfy tax withholding, 1,277 shares were surrendered at $64.93 (value $82,916). Separately, Azeez sold 5,720 shares in an open-market transaction at $66.00 for proceeds of $377,520. The zero-dollar derivative disposal entries reflect issuance/settlement of award units into shares.

Key Details

Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely).
Open-market sale: 5,720 shares @ $66.00 = $377,520.
Tax withholding: 1,277 shares @ $64.93 = $82,916 (surrendered to cover tax liability).
Derivative conversion: 2,783 shares reported as exercised/converted (PSU/RSU settlement; zero-dollar dispositions recorded).
Footnotes: PSUs and RSUs convert to one common share each (F1, F2); one‑third of the PSUs/RSUs were eligible to vest on March 11, 2026 (F5, F6). Some shares are held in trusts of which Mr. Azeez is trustee or a partial residuary beneficiary (F3, F4).
Shares held after the transactions are not specified in the excerpt of the filing.

Context

This appears to be a routine award vesting/settlement with a cashless component: vested PSUs/RSUs converted to shares, some shares were surrendered to cover taxes and others were sold on the open market. Such compensation-related sales are common and reflect award settlement/tax obligations rather than a standalone open-market purchase signal.

Form 4

Period: 2026-03-11

Chief Administrative Officer

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-03-11+2,783→ 14,224 total
Tax Payment
Common Shares
2026-03-11$64.93/sh−1,277$82,916→ 12,947 total
Exercise/Conversion
Common Shares
[F2]
2026-03-11+2,783→ 15,730 total
Tax Payment
Common Shares
2026-03-11$64.93/sh−1,277$82,916→ 14,453 total
Sale
Common Shares
2026-03-11$66.00/sh−5,720$377,520→ 8,733 total
Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F5]
2026-03-11−2,783→ 5,566 total
→ Common Shares (2,783 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F6]
2026-03-11−2,783→ 5,566 total
→ Common Shares (2,783 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 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.
[F6]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/ Azeez Hayne|2026-03-13

1 file