Trust tied to Urban Outfitters (URBN) co-president sells shares

Rhea-AI Filing Summary

Urban Outfitters, Inc. insider activity: Co-President and CCO Margaret Hayne reported multiple indirect sales of Urban Outfitters common shares by a trust on 02/02/2026 and 02/03/2026 under a Rule 105b-1 trading plan adopted on 7/10/2025.

The trust sold 2,628 shares at a weighted average price of $70.835 and 6,705 shares at $71.564 on 02/02/2026, and 4,366 shares at $71.929 and 4,967 shares at $72.78 on 02/03/2026. The filing notes these are weighted average prices with detailed ranges available on request.

The reported holdings after these transactions include 2,039,582 common shares held indirectly by a trust, along with additional indirect and direct positions through other trusts, a profit sharing (401(k)) plan, spouse holdings, and a foundation. Hayne disclaims beneficial ownership of certain indirect holdings except to the extent of 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

OMB Number:			3235-0287
Estimated average burden
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 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)
02/02/2026

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	02/02/2026		S		2,628	D(1)	$70.835(2)	2,050,653	I(3)	By Trust
Common Shares	02/02/2026		S		6,705	D(1)	$71.564(4)	2,043,948	I(3)	By Trust
Common Shares	02/03/2026		S		4,366	D(1)	$71.929(5)	2,039,582	I(3)	By Trust
Common Shares	02/03/2026		S		4,967	D(1)	$72.78(6)	2,034,615	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(7)	By Trust
Common Shares								17,564,544	I(8)	By Spouse
Common Shares								23,480	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 $70.25 to $71.20. 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 $71.255 to $72.185. 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 $71.54 to $72.53. 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 $72.55 to $73.16. 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. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

8. 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	02/04/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider share sales did Urban Outfitters (URBN) co-president report?

Trusts associated with Urban Outfitters Co-President & CCO Margaret Hayne reported four sales of common shares on 02/02/2026 and 02/03/2026, totaling several thousand shares, at weighted average prices between $70.835 and $72.78, with detailed price breakdowns available upon request from the reporter.

Were the Urban Outfitters (URBN) insider sales under a trading plan?

Yes. The filing states the reported transactions were effected under a Rule 105b-1 trading plan adopted by the reporting person on 7/10/2025. Such plans are pre-arranged trading programs intended to allow systematic share sales over time according to preset instructions.

Who actually owns the Urban Outfitters (URBN) shares reported in this Form 4?

Many shares are held indirectly through trusts, a profit sharing (401(k)) plan, spouse accounts, and a foundation. The filing explains some shares are owned indirectly by Margaret Hayne and her spouse, and she disclaims beneficial ownership except to the extent of any pecuniary interest in those holdings.

What indirect trust holdings of Urban Outfitters (URBN) stock are reported?

After the reported transactions, one trust holds 2,039,582 Urban Outfitters common shares. Another line shows 2,597,268 shares held by three trusts where members of Margaret Hayne’s immediate family are among the beneficiaries, reflecting significant trust-related indirect ownership positions in the company’s stock.

What other Urban Outfitters (URBN) share holdings are associated with the insider?

Reported positions include 1,176,273 common shares directly, 11,300 shares in a profit sharing (401(k)) plan, 17,564,544 shares owned by her spouse, 23,480 shares through the spouse’s 401(k), 185,573 shares with the spouse as trustee, and 35,140 shares held by the Hayne Foundation.

How are the reported Urban Outfitters (URBN) sale prices described?

Each transaction’s price is reported as a weighted average. For example, one sale used $70.835 with an actual range from $70.25 to $71.20. Similar ranges are disclosed for the other sales, and full price-by-trade details are available upon request from the reporting person.