Conforti Frank 4

What Happened

• Frank Conforti, Co-President and Chief Operating Officer of Urban Outfitters (URBN), had performance-based and restricted stock units convert into common shares on March 11, 2026. The filings show conversions of 6,560 shares (derivative exercise/conversion entries) and a tax withholding event in which 3,012 shares were surrendered at $64.93 per share, generating $195,569 to cover tax liability. Some entries reflect the conversion of awards (derivative transactions reported with code M) and the withholding (code F).

Key Details

• Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely filing).
• Conversion/exercise: 6,560 shares reported as acquired via derivative conversion (PSUs/RSUs).
• Tax withholding: 3,012 shares withheld/disposed at $64.93 each, totaling $195,569 (reported as payment of tax liability).
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1–F2 confirm PSUs and RSUs each convert to one share per unit; F3–F4 describe a three‑year vesting schedule (one‑third eligible to vest on Mar 11, 2026, Mar 10, 2027, and Mar 8, 2028) with PSUs subject to performance conditions and RSUs subject to continued employment.
• Transaction codes: M = exercise/conversion of derivative awards; F = payment of exercise price or tax withholding.

Context

• This was not an open‑market sale for cash to take a profit; it reflects the routine conversion/vesting of equity awards and the customary withholding of shares to satisfy tax obligations (a common practice known as net share settlement or tax withholding). PSUs include performance conditions for future vesting periods, so additional shares may vest only if performance and employment conditions are met.