HARRINGTON SHEILA B. 4
4 · URBAN OUTFITTERS INC · Filed Mar 13, 2026
Research Summary
AI-generated summary of this filing
Urban Outfitters (URBN) CEO Sheila Harrington Converts Awards; Withholds Shares
What Happened
Sheila B. Harrington, Global CEO of Urban Outfitters (URBN), had portions of her performance-based restricted stock units (PSUs) and restricted stock units (RSUs) convert into common shares on March 11, 2026. A total of 13,120 shares were issued on conversion (6,560 shares from each award type). To satisfy tax withholding, 3,032 shares were surrendered for each award (6,064 shares total) at $64.93 per share, totaling $393,736. The net shares delivered to Harrington after withholding were 7,056 shares. These actions reflect vesting/conversion and routine tax withholding, not an open-market sale.
Key Details
- Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely).
- Conversions: 6,560 shares (PSU) + 6,560 shares (RSU) = 13,120 total (coded M = conversion/exercise of derivative).
- Tax withholding: 3,032 shares withheld per award at $64.93 = $196,868 each; total withheld = 6,064 shares ≈ $393,736 (coded F = payment of exercise price/tax liability).
- Net shares received: 13,120 − 6,064 = 7,056 shares delivered to Harrington.
- Footnotes: F1–F4 indicate these were PSUs and RSUs where one-third vested on March 11, 2026 (first tranche), subject to continued employment and (for PSUs) performance conditions.
- Shares owned after the transaction: not specified in the provided data — see the full Form 4 for total beneficial ownership.
Context
- This was a conversion/settlement of equity awards (PSUs/RSUs) and a routine tax-withholding disposition, not an opportunistic open-market sale or purchase.
- For PSUs, vesting is performance-contingent; this reflects the scheduled first tranche becoming eligible.
- Transaction codes: M = conversion/exercise of derivative (vesting/settlement); F = shares used to pay tax liability.
Insider Transaction Report
- Exercise/Conversion
Common Shares
[F1]2026-03-11+6,560→ 291,582 total - Tax Payment
Common Shares
2026-03-11$64.93/sh−3,032$196,868→ 288,550 total - Exercise/Conversion
Common Shares
[F2]2026-03-11+6,560→ 295,110 total - Tax Payment
Common Shares
2026-03-11$64.93/sh−3,032$196,868→ 292,078 total - Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F3]2026-03-11−6,560→ 13,120 total→ Common Shares (6,560 underlying) - Exercise/Conversion
Restricted Stock Unit
[F2][F4]2026-03-11−6,560→ 13,120 total→ Common Shares (6,560 underlying)
- 575(indirect: By 401(k))
Common Shares
Footnotes (4)
- [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]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.
- [F4]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.