Hayne Azeez 4

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.