Conforti Frank 4

What Happened
Frank Conforti, Co‑President and COO of Urban Outfitters, converted performance‑based restricted stock units (PSUs) and restricted stock units (RSUs) into common shares on March 5, 2026 (reported on a Form 4 filed March 9, 2026). Several derivative conversions (Form 4 code M) show 10,200‑share award entries converting with $0.00 exercise price (typical of RSUs/PSUs). To satisfy tax withholding obligations (code F), 3,153 shares were surrendered at $65.62 per share for $206,900 and 3,927 shares were surrendered at $65.62 per share for $257,690 — a total of 7,080 shares withheld worth $464,590. These were tax/withholding dispositions, not open‑market sales.

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 9, 2026 (timely within the two business‑day filing window).
• Actions reported: M = exercise/conversion of derivative (PSU/RSU conversions); F = shares disposed to satisfy tax/exercise liabilities (withholding).
• Withheld shares: 3,153 @ $65.62 = $206,900 and 3,927 @ $65.62 = $257,690; total withheld = 7,080 shares / $464,590.
• Exercise price for the converted awards shown as $0.00 (typical for RSUs/PSUs); the disposals reflect tax withholding rather than open‑market sales.
• Shares owned after the transactions: not specified in the filing excerpt provided.
• Footnotes: F1–F2 explain PSUs/RSUs each convert to one common share; F3–F4 confirm a vesting schedule where one‑third of PSUs and RSUs vest each year on March 6, 2025; March 5, 2026; and March 4, 2027, subject to continued employment and performance measures for PSUs.

Context
These entries reflect awards (PSUs/RSUs) converting to common shares and routine withholding of a portion of shares to cover tax liabilities (a cashless/settlement action), not an open‑market sale that would represent an active bearish trade. PSUs have performance conditions (average operating profit margin targets for fiscal years 2025–2027), so future payout depends on both continued employment and meeting those metrics.