Marein-Efron Melanie 4

What Happened

• Melanie Marein‑Efron, CFO of Urban Outfitters (URBN), had restricted/share‑based awards convert into company stock on March 11, 2026. Two award types vested: 3,379 performance‑based RSUs/PSUs and 3,379 time‑based RSUs, for a total of 6,758 shares.
• To cover tax withholding, 1,551 shares were surrendered for each award (3,102 total) at $64.93 per share, resulting in withholding proceeds of about $100,706 each (total ≈ $201,412). Net shares delivered to the insider were approximately 3,656.
• These were award conversions/vestings (derivative settlement and tax withholding), not open‑market sales.

Key Details

• Transaction date: 2026-03-11. Form 4 filed: 2026-03-13 (timely filing).
• Withheld shares: 1,551 + 1,551 = 3,102 shares withheld for taxes at $64.93/share (≈ $100,706 each; ≈ $201,412 total).
• Awards involved: PSUs (performance‑based) and RSUs (time‑based). Some filing lines show conversion of derivatives at $0.00, indicating stock settlement of awards rather than option purchases for cash.
• Shares owned after transaction: Not specified in the data provided.
• Transaction codes: M = option/exercise or derivative conversion (award settlement); F = payment of exercise price or tax liability (share withholding).

Context

• PSUs are performance‑contingent: per the filing, one‑third of PSUs and one‑third of RSUs became eligible to vest on March 11, 2026 (with additional tranches in 2027 and 2028). PSU vesting is contingent on continued employment and meeting operating‑profit margin targets for fiscal years 2026–2028.
• The withholding is a routine tax‑payment mechanism (often called a “cashless” or share‑withholding settlement) and does not represent an open‑market sale indicative of a bearish signal.