HARRINGTON SHEILA B. 4

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.