Urban Outfitters (URBN) CEO Richard Hayne reports insider sales under trading plan

Rhea-AI Filing Summary

Urban Outfitters CEO and Chairman Richard Hayne reported several open-market sales of the company’s common shares. On January 22, 2026, he sold 7,657 common shares at a weighted average price of $70.916 and 3,010 shares at a weighted average price of $71.813, both reported as directly owned holdings.

On the same date, entities where his spouse serves as trustee sold 6,699 and 2,634 common shares at the same respective weighted average prices. After these transactions, Hayne beneficially owned 17,611,926 common shares directly, along with additional indirect holdings through his spouse, trusts, a foundation, and profit sharing plans. The filing notes the trades were made under a Rule 105b-1 trading plan adopted on July 10, 2025 and that several indirect positions are subject to beneficial ownership disclaimers.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAYNE RICHARD A

(Last) (First) (Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [ URBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	01/22/2026		S		7,657	D(1)	$70.916(2)	17,614,936	D
Common Shares	01/22/2026		S		6,699	D(1)	$70.916(2)	2,078,702	I(3)	By Spouse as Trustee
Common Shares	01/22/2026		S		3,010	D(1)	$71.813(4)	17,611,926	D
Common Shares	01/22/2026		S		2,634	D(1)	$71.813(4)	2,076,068	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(5)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(6)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(7)	By Spouse as Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on 7/10/2025.

2. The price in Column 4 is a weighted average price. The price actually received ranged from $70.52 to $71.51. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

3. These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

4. The price in Column 4 is a weighted average price. The price actually received ranged from $71.52 to $72.19. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

5. These shares are held by two trusts of which members of Richard A. Hayne's immediate family are among the beneficiaries. Mr. Hayne serves as trustee of each trust and disclaims beneficial ownership of the issuer's common shares held by the trusts, except to the extent of his pecuniary interest therein.

6. These shares are owned indirectly by Richard A. Hayne and directly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

7. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

	/s/ Richard A. Hayne	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did URBN CEO Richard Hayne report?

Richard Hayne, CEO and Chairman of Urban Outfitters (URBN), reported multiple open-market sales of common shares on January 22, 2026, including both directly held shares and shares held through entities associated with his spouse as trustee.

How many URBN shares did Richard Hayne sell directly on January 22, 2026?

On January 22, 2026, Richard Hayne reported direct sales of 7,657 Urban Outfitters common shares at a weighted average price of $70.916 and 3,010 shares at a weighted average price of $71.813.

Were any URBN shares sold indirectly through entities related to Richard Hayne?

Yes. On January 22, 2026, entities where his spouse serves as trustee sold 6,699 Urban Outfitters common shares at a weighted average price of $70.916 and 2,634 shares at a weighted average price of $71.813, reported as indirect ownership.

How many URBN shares does Richard Hayne hold after these transactions?

Following the reported sales, Richard Hayne beneficially owned 17,611,926 Urban Outfitters common shares directly, in addition to various indirect holdings through his spouse, trusts, a foundation, and profit sharing plans.

Were the URBN share sales made under a trading plan?

Yes. The filing states that the reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on July 10, 2025.

Does Richard Hayne claim full beneficial ownership of all indirect URBN holdings?

No. The footnotes state that for certain indirect holdings, including shares held by his spouse and family trusts, Richard Hayne disclaims beneficial ownership except to the extent of any pecuniary interest.