Urban Outfitters (URBN) co-president reports trust open-market share sales

Rhea-AI Filing Summary

Urban Outfitters Co-President & CCO Margaret Hayne reported indirect open-market sales of Urban Outfitters common shares by a trust associated with her. On February 12, 2026, the trust sold 5,003 shares at $70.576 and 238 shares at $71.246. On February 13, 2026, the trust sold 9,333 shares at $70.509. The filing states these trades were made under a Rule 105b-1 trading plan adopted on July 10, 2025. After the reported transactions, one trust held 1,964,043 common shares indirectly, while Hayne also reported 1,176,273 common shares held directly and additional indirect holdings through retirement plans, family trusts, her spouse, and a foundation. The filing notes she 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

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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)
02/12/2026

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	02/12/2026		S		5,003	D(1)	$70.576(2)	1,973,614	I(3)	By Trust
Common Shares	02/12/2026		S		238	D(1)	$71.246(4)	1,973,376	I(3)	By Trust
Common Shares	02/13/2026		S		9,333	D(1)	$70.509(5)	1,964,043	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(6)	By Trust
Common Shares								17,483,883	I(7)	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 $70.14 to $71.13. 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 $71.165 to $71.43. 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 $70.00 to $70.87. 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 owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

7. 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	02/17/2026
	** 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 executive Margaret Hayne report on this Form 4?

Margaret Hayne reported indirect open-market sales of Urban Outfitters common shares by a trust associated with her. On February 12, 2026, it sold 5,003 shares and 238 shares, and on February 13, 2026, it sold 9,333 shares, all reported as non-derivative sales.

At what prices were the URBN shares sold in Margaret Hayne’s reported transactions?

The trust sales were reported at weighted average prices of $70.576, $71.246, and $70.509 per Urban Outfitters common share. Footnotes explain that actual prices fell within stated ranges and that full breakdowns are available to regulators, the issuer, or shareholders upon request.

Were Margaret Hayne’s URBN share sales under a trading plan?

Yes. The filing states the reported transactions were effected under a Rule 105b-1 trading plan adopted by Margaret Hayne on July 10, 2025. Such plans pre-schedule trades, helping separate them from day-to-day discretionary decisions and providing a structured framework for selling shares over time.

How many URBN shares did the reporting trust hold after the transactions?

After the reported open-market sales, a trust associated with Margaret Hayne held 1,964,043 Urban Outfitters common shares indirectly. This figure reflects the balance following the February 13, 2026 sale and represents only one component of the broader direct and indirect holdings disclosed.

What other URBN shareholdings did Margaret Hayne report on this Form 4?

Beyond the reporting trust, Hayne listed 1,176,273 Urban Outfitters common shares held directly, 11,300 shares via a 401(k) profit sharing fund, 2,597,268 shares via three family trusts, 17,483,883 shares owned by her spouse, plus additional indirect holdings through a spouse’s 401(k) plan, trustee positions, and the Hayne Foundation.

Does Margaret Hayne claim full beneficial ownership of all reported URBN indirect holdings?

No. The filing explains that certain shares are owned indirectly through trusts and by her spouse. It states she disclaims beneficial ownership of those particular indirect holdings, except to the extent of any pecuniary interest she may have in them under applicable arrangements.