What indirect URBN share holdings related to Richard A. Hayne are disclosed?

The filing lists indirect holdings through accounts and trusts involving his spouse and family , including positions where his spouse acts as trustee, profit sharing funds, family trusts, and the Hayne Foundation.

Urban Outfitters (NASDAQ: URBN) CEO logs 10b5-1 stock sales filing

Q: What insider activity did URBN CEO Richard A. Hayne report on this Form 4?

Richard A. Hayne reported multiple open-market sales of Urban Outfitters Inc. common shares on January 13–14, 2026 , executed in several small blocks at prices in the low $70 range per share.

Q: Does Richard A. Hayne claim full beneficial ownership of the indirect Urban Outfitters shares?

No. Footnotes explain that for shares held by certain trusts and by his spouse , Hayne disclaims beneficial ownership except to the extent of any pecuniary interest he may have.

Q: What sale prices are disclosed for the URBN insider stock sales?

The table reports weighted average sale prices for each block, including examples such as $70.85 , $71.098 , $72.357 , $73.155 , $72.655 , and $73.601 per common share.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Urban Outfitters Inc. CEO and Chairman Richard A. Hayne, a director and more than 10% owner of URBN, reported multiple open-market sales of common shares on January 13–14, 2026 under a pre-arranged Rule 10b5-1 trading plan adopted on July 10, 2025. Individual transactions included sales such as 9,067 common shares at $71.098 per share and other small block sales around similar prices. Following these transactions, Hayne reported 17,665,261 common shares held directly. Additional sales and holdings are reported in accounts where his spouse acts as trustee or owner, and Hayne disclaims beneficial ownership of those indirect positions except to the extent of any pecuniary interest.

Insider Trade Summary

Net Seller: 40,000 shares ($2,871,066)

Net Sell 18 txns

Insider HAYNE RICHARD A

Role CEO & Chairman of the Board

Sold 40,000 shs ($2.87M)

Type	Security	Shares	Price	Value
Sale	Common Shares	9,067	$71.098	$645K
Sale	Common Shares	7,933	$71.098	$564K
Sale	Common Shares	1,024	$72.655	$74K
Sale	Common Shares	896	$72.655	$65K
Sale	Common Shares	576	$73.601	$42K
Sale	Common Shares	504	$73.601	$37K
Sale	Common Shares	3,627	$70.85	$257K
Sale	Common Shares	3,173	$70.85	$225K
Sale	Common Shares	2,682	$72.357	$194K
Sale	Common Shares	2,347	$72.357	$170K
Sale	Common Shares	4,358	$73.155	$319K
Sale	Common Shares	3,813	$73.155	$279K
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--
holding	Common Shares	--	--	--

Holdings After Transaction: Common Shares — 17,666,861 shares (Direct); Common Shares — 2,124,133 shares (Indirect, By Spouse as Trustee)

Footnotes (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 $70.54 to $71.41. 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 $71.585 to $72.56. 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 $72.61 to $73.57. 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 $70.865 to $71.60. 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 $72.13 to $73.125. 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 $73.14 to $74.31. 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 →

01/15/2026 - 04:32 PM

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).

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

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)
01/13/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	01/13/2026		S		3,627	D⁽¹⁾	$70.85⁽²⁾	17,682,968	D
Common Shares	01/13/2026		S		3,173	D⁽¹⁾	$70.85⁽²⁾	2,138,226	I⁽³⁾	By Spouse as Trustee
Common Shares	01/13/2026		S		2,682	D⁽¹⁾	$72.357⁽⁴⁾	17,680,286	D
Common Shares	01/13/2026		S		2,347	D⁽¹⁾	$72.357⁽⁴⁾	2,135,879	I⁽³⁾	By Spouse as Trustee
Common Shares	01/13/2026		S		4,358	D⁽¹⁾	$73.155⁽⁵⁾	17,675,928	D
Common Shares	01/13/2026		S		3,813	D⁽¹⁾	$73.155⁽⁵⁾	2,132,066	I⁽³⁾	By Spouse as Trustee
Common Shares	01/14/2026		S		9,067	D⁽¹⁾	$71.098⁽⁶⁾	17,666,861	D
Common Shares	01/14/2026		S		7,933	D⁽¹⁾	$71.098⁽⁶⁾	2,124,133	I⁽³⁾	By Spouse as Trustee
Common Shares	01/14/2026		S		1,024	D⁽¹⁾	$72.655⁽⁷⁾	17,665,837	D
Common Shares	01/14/2026		S		896	D⁽¹⁾	$72.655⁽⁷⁾	2,123,237	I⁽³⁾	By Spouse as Trustee
Common Shares	01/14/2026		S		576	D⁽¹⁾	$73.601⁽⁸⁾	17,665,261	D
Common Shares	01/14/2026		S		504	D⁽¹⁾	$73.601⁽⁸⁾	2,122,733	I⁽³⁾	By Spouse as Trustee
Common Shares								23,480	I⁽³⁾	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I⁽⁹⁾	By Trust
Common Shares								35,140	I⁽³⁾	By Hayne Foundation
Common Shares								1,176,273	I⁽¹⁰⁾	By Spouse
Common Shares								11,300	I⁽³⁾	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I⁽³⁾⁽¹¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $70.54 to $71.41. 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 $71.585 to $72.56. 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 $72.61 to $73.57. 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 $70.865 to $71.60. 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 $72.13 to $73.125. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $73.14 to $74.31. 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.

9. 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.

10. 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.

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

	/s/ Richard A. Hayne	01/15/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did URBN CEO Richard A. Hayne report on this Form 4?

Richard A. Hayne reported multiple open-market sales of Urban Outfitters Inc. common shares on January 13–14, 2026, executed in several small blocks at prices in the low $70 range per share.

Were the URBN stock sales by Richard A. Hayne part of a 10b5-1 trading plan?

Yes. A footnote states that the reported transactions were effected under a Rule 10b5-1 trading plan that Hayne adopted on July 10, 2025, which is a pre-arranged program for trading shares.

How many Urban Outfitters shares does Richard A. Hayne hold directly after these transactions?

After the reported sales, Richard A. Hayne reported holding 17,665,261 Urban Outfitters common shares directly, as shown in the table of non-derivative securities.

Does Richard A. Hayne claim full beneficial ownership of the indirect Urban Outfitters shares?

No. Footnotes explain that for shares held by certain trusts and by his spouse, Hayne disclaims beneficial ownership except to the extent of any pecuniary interest he may have.

What sale prices are disclosed for the URBN insider stock sales?

The table reports weighted average sale prices for each block, including examples such as $70.85, $71.098, $72.357, $73.155, $72.655, and $73.601 per common share.