Urban Outfitters (URBN) Co-President reports December insider share sales

Rhea-AI Filing Summary

Urban Outfitters Inc. Co-President, CCO and director Margaret Hayne reported multiple sales of company common shares on 12/11/2025 and 12/12/2025. The trades, executed indirectly through a trust, included blocks of 7,825 and 6,736 shares at weighted average prices of $80.938 and $82.511 per share, along with several smaller sales.

The filing states that these transactions were carried out under a trading plan adopted on 7/10/2025, and that the reported prices are weighted averages for ranges detailed in the footnotes. After the transactions, Hayne continues to report significant indirect beneficial ownership of Urban Outfitters shares through trusts, profit sharing funds (401(k)) plans, her spouse and the Hayne Foundation, while disclaiming beneficial ownership beyond any pecuniary interest.

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

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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 Margaret

(Last) (First) (Middle)

5000 SOUTH BROAD STREEET

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-President & CCO

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		S		995	D(1)	$79.994(2)	2,336,397	I(3)	By Trust
Common Shares	12/11/2025		S		7,825	D(1)	$80.938(4)	2,328,572	I(3)	By Trust
Common Shares	12/11/2025		S		513	D(1)	$81.725(5)	2,328,059	I(3)	By Trust
Common Shares	12/12/2025		S		6,736	D(1)	$82.511(6)	2,321,323	I(3)	By Trust
Common Shares	12/12/2025		S		2,597	D(1)	$83.034(7)	2,318,726	I(3)	By Trust
Common Shares								1,176,273	D
Common Shares								11,300	I(3)	By Profit Sharing Fund (401(k)) Plan
Common Shares								2,597,268	I(8)	By Trust
Common Shares								17,889,268	I(9)	By Spouse
Common Shares								23,481	I(3)	By Spouse through Profit Sharing Fund (401(k)) Plan
Common Shares								185,573	I(3)	By Spouse as Trustee
Common Shares								35,140	I(3)	By Hayne Foundation

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 $79.552 to $80.55. 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 Margaret Hayne and indirectly by her spouse, Richard A. Hayne. Margaret 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 $80.56 to $81.55. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $81.59 to $81.83. 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.

6. The price in Column 4 is a weighted average price. The price actually received ranged from $81.90 to $82.89. 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.

7. The price in Column 4 is a weighted average price. The price actually received ranged from $82.90 to $83.36. 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.

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

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

	/s/ Margaret Hayne	12/15/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider activity did Urban Outfitters (URBN) report for Margaret Hayne?

The report shows that Margaret Hayne, Co-President, CCO and director of Urban Outfitters, sold company common shares in several transactions on 12/11/2025 and 12/12/2025. The sales were reported as indirect transactions through a trust.

On what dates and at what prices did Margaret Hayne sell URBN shares?

Hayne reported sales of URBN common shares on 12/11/2025 and 12/12/2025. Reported weighted average sale prices included $79.994, $80.938, $81.725, $82.511 and $83.034 per share.

How many URBN shares were sold in the reported transactions?

The filing lists several trust-held sales, including blocks of 995, 7,825, 513, 6,736 and 2,597 Urban Outfitters common shares, each reported as dispositions.

Were Margaret Haynes URBN share sales made under a trading plan?

Yes. A footnote explains that the reported transactions were effected pursuant to a trading plan adopted on 7/10/2025, and the form includes a checkbox reference to plans intended to satisfy the conditions of Rule 10b5-1(c).

How many URBN shares does Margaret Hayne continue to beneficially own after these trades?

After the reported transactions, Hayne reports 1,176,273 common shares held directly, plus indirect holdings such as 11,300 shares through a profit sharing fund (401(k)) plan, 2,597,268 shares by trusts, 17,889,268 shares by her spouse, 23,481 shares through her spouses profit sharing fund (401(k)) plan, 185,573 shares with her spouse as trustee, and 35,140 shares held by the Hayne Foundation.

What do the weighted average prices in the URBN Form 4 footnotes mean?

The footnotes state that the prices reported in the table are weighted average prices, and that the actual prices received fell within stated ranges, such as $79.552 to $80.55 and $82.90 to $83.36. The reporting person undertakes to provide full trade-by-trade price details upon request.

Does Margaret Hayne disclaim beneficial ownership of some URBN shares?

Yes. Footnotes explain that some shares are owned indirectly through trusts or directly by her spouse, and that Margaret Hayne disclaims beneficial ownership of these shares except to the extent of any pecuniary interest.