Marein-Efron Melanie 4

4 · URBAN OUTFITTERS INC · Filed Mar 13, 2026

AI-generated summary of this filing

Updated Mar 13, 2026

Urban Outfitters (URBN) CFO Melanie Marein‑Efron Receives Vesting Shares

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.

Form 4

Period: 2026-03-11

Chief Financial Officer

Transactions

Exercise/Conversion
Common Shares
[F1]
2026-03-11+3,379→ 21,782 total
Tax Payment
Common Shares
2026-03-11$64.93/sh−1,551$100,706→ 20,231 total
Exercise/Conversion
Common Shares
[F2]
2026-03-11+3,379→ 23,610 total
Tax Payment
Common Shares
2026-03-11$64.93/sh−1,551$100,706→ 22,059 total
Exercise/Conversion
Performance Based Restricted Stock Unit
[F1][F3]
2026-03-11−3,379→ 6,759 total
→ Common Shares (3,379 underlying)
Exercise/Conversion
Restricted Stock Unit
[F2][F4]
2026-03-11−3,379→ 6,759 total
→ Common Shares (3,379 underlying)

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.

Signature

/s/ Melanie Marein-Efron|2026-03-13

1 file