Urban Outfitters (URBN) trust sells shares for co-president under plan

Rhea-AI Filing Summary

Urban Outfitters Co-President & CCO Margaret Hayne reported indirect sales of common shares in Urban Outfitters Inc. These transactions were made by a trust associated with her and her spouse, as shown by the “By Trust” ownership and related footnotes.

On February 4–5, 2026, the trust sold blocks of Urban Outfitters common shares at weighted-average prices of $72.785, $73.852, $71.147, $71.941, $73.303 and $74.008 per share. The sales were carried out under a Rule 105b-1 trading plan adopted on July 10, 2025.

After these sales, one trust associated with Hayne held 2,015,949 common shares, alongside other reported holdings including 1,176,273 shares held directly and 17,543,210 shares held indirectly by her spouse. The filing states that 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)
02/04/2026

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	02/04/2026		S		3,686	D(1)	$72.785(2)	2,030,929	I(3)	By Trust
Common Shares	02/04/2026		S		5,647	D(1)	$73.852(4)	2,025,282	I(3)	By Trust
Common Shares	02/05/2026		S		6,327	D(1)	$71.147(5)	2,018,955	I(3)	By Trust
Common Shares	02/05/2026		S		1,509	D(1)	$71.941(6)	2,017,446	I(3)	By Trust
Common Shares	02/05/2026		S		984	D(1)	$73.303(7)	2,016,462	I(3)	By Trust
Common Shares	02/05/2026		S		513	D(1)	$74.008(8)	2,015,949	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(9)	By Trust
Common Shares								17,543,210	I(10)	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 $72.45 to $73.405. 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 $73.47 to $74.34. 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 $70.745 to $71.7449. 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 $71.747 to $72.42. 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 $72.818 to $73.811. 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 $73.85 to $74.41. 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.

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

10. 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	02/06/2026
	** 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 Co-President Margaret Hayne report?

Margaret Hayne reported indirect sales of Urban Outfitters common shares by a trust associated with her and her spouse. The trust sold multiple share blocks on February 4–5, 2026 at several weighted-average prices disclosed in the filing.

How many Urban Outfitters shares did the trust associated with URBN’s co-president hold after the sales?

After the reported transactions, one trust associated with Margaret Hayne held 2,015,949 Urban Outfitters common shares. This figure reflects the balance following the series of trust-level sales disclosed for February 4 and 5, 2026.

At what prices were the URBN shares sold in the February 2026 insider transactions?

The trust sales were executed at weighted-average prices of $72.785, $73.852, $71.147, $71.941, $73.303 and $74.008 per share. The filing notes that actual prices fell within specified ranges around each weighted-average figure.

Was a trading plan involved in the URBN insider share sales by the trust?

Yes. The filing states the reported transaction was effected under a Rule 105b-1 trading plan adopted by the reporting person on July 10, 2025. Such plans pre-schedule trades to occur according to predetermined instructions.

Does Margaret Hayne directly own Urban Outfitters (URBN) shares after these transactions?

Yes. The filing shows 1,176,273 Urban Outfitters common shares held directly in her name, in addition to various indirect holdings through trusts, a profit sharing plan, her spouse, and a foundation, each reported with separate ownership descriptions.

How many Urban Outfitters shares are reported as held by Margaret Hayne’s spouse?

The filing reports 17,543,210 Urban Outfitters common shares held indirectly by Margaret Hayne and directly by her spouse, Richard A. Hayne. It also notes that she disclaims beneficial ownership of these shares except to any pecuniary interest.