Urban Outfitters (NASDAQ: URBN) CEO sells 40,000 shares under plan

Rhea-AI Filing Summary

URBAN OUTFITTERS INC CEO Richard A. Hayne reported open-market sales of 40,000 common shares over February 17–18, 2026 at weighted average prices around $70–$71 per share, executed pursuant to a Rule 105b-1 trading plan adopted on July 10, 2025.

The transactions included both direct sales and sales by entities associated with Hayne, such as holdings "By Spouse as Trustee." Following these trades, he continued to hold 17,462,549 shares directly, with additional indirect holdings reported through family members, trusts, foundations, and retirement plans, for which he disclaims beneficial ownership except for any pecuniary interest.

Insider Trade Summary

Net Seller: 40,000 shares ($2,822,079)

Net Sell 14 txns

Insider HAYNE RICHARD A

Role CEO & Chairman of the Board

Sold 40,000 shs ($2.82M)

Type	Security	Shares	Price	Value
Sale	Common Shares	7,414	$70.768	$525K
Sale	Common Shares	6,487	$70.768	$459K
Sale	Common Shares	3,253	$71.204	$232K
Sale	Common Shares	2,846	$71.204	$203K
Sale	Common Shares	10,623	$70.198	$746K
Sale	Common Shares	9,296	$70.198	$653K
Sale	Common Shares	44	$71.43	$3K
Sale	Common Shares	37	$71.43	$3K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 17,465,802 shares (Direct); Common Shares — 1,948,223 shares (Indirect, By Spouse as Trustee)

Footnotes (1)

1. The reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on 7/10/2025. The price in Column 4 is a weighted average price. The price actually received ranged from $70.00 to $70.80. 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. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $70.01 to $71.005. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $71.01 to $71.665. 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. 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. 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. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

Form 4 Insider Transactions: What Each Field Means →

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 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)
02/17/2026

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	02/17/2026		S		10,623	D(1)	$70.198(2)	17,473,260	D
Common Shares	02/17/2026		S		9,296	D(1)	$70.198(2)	1,954,747	I(3)	By Spouse as Trustee
Common Shares	02/17/2026		S		44	D(1)	$71.43	17,473,216	D
Common Shares	02/17/2026		S		37	D(1)	$71.43	1,954,710	I(3)	By Spouse as Trustee
Common Shares	02/18/2026		S		7,414	D(1)	$70.768(4)	17,465,802	D
Common Shares	02/18/2026		S		6,487	D(1)	$70.768(4)	1,948,223	I(3)	By Spouse as Trustee
Common Shares	02/18/2026		S		3,253	D(1)	$71.204(5)	17,462,549	D
Common Shares	02/18/2026		S		2,846	D(1)	$71.204(5)	1,945,377	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(6)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(7)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(8)	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 $70.00 to $70.80. 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 $70.01 to $71.005. 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 $71.01 to $71.665. 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. 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.

7. 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.

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

	/s/ Richard A. Hayne	02/19/2026
	** 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 transaction did URBN CEO Richard Hayne report on this Form 4?

URBN CEO Richard Hayne reported open-market sales totaling 40,000 common shares on February 17–18, 2026. The trades were executed at weighted average prices around $70–$71 per share, according to the Form 4 filing data and related footnotes.

Over what dates did URBN CEO Richard Hayne sell shares and at what prices?

Richard Hayne reported sales on February 17 and 18, 2026, in multiple transactions. Weighted average sale prices ranged from about $70.00 to $71.665 per share, with detailed price ranges for each group of trades disclosed in the filing footnotes.

How many URBN shares does Richard Hayne hold directly after these sales?

After the reported sales, Richard Hayne held 17,462,549 URBN common shares directly. This figure reflects his remaining direct ownership following multiple open-market transactions disclosed in the Form 4 for February 17–18, 2026.

Were any of the URBN insider sales made under a trading plan?

Yes. The Form 4 states the reported transaction was effected under a Rule 105b-1 trading plan adopted on July 10, 2025. Such plans allow pre-arranged stock sales according to preset terms, providing structure around insider trading activity.

What indirect URBN shareholdings related to Richard Hayne are disclosed?

The filing lists indirect holdings through a spouse as trustee, a profit sharing 401(k) plan, trusts, the Hayne Foundation, and shares owned directly by his spouse. Hayne generally disclaims beneficial ownership of these indirect shares except for any pecuniary interest.

How are the URBN share sale prices described in the Form 4 footnotes?

The reported sale prices are weighted average prices, with actual prices in ranges: from $70.00 to $70.80, $70.01 to $71.005, and $71.01 to $71.665. The insider offers to provide exact breakdowns upon request to regulators or security holders.