Urban Outfitters (NASDAQ: URBN) CEO logs planned stock sales in Form 4

Rhea-AI Filing Summary

Urban Outfitters Inc. insider filing reports pre-planned share sales by CEO and Chairman Richard A. Hayne and entities associated with his spouse. The Form 4 shows a series of open-market sales of common shares on January 5–6, 2026, coded "S" for sales. Reported weighted average sale prices range from about $76.33 to $81.12 per share, with individual trades such as 5,106 common shares sold at a weighted average price of $76.333.

The transactions were carried out under a Rule 10b5-1 trading plan adopted on July 10, 2025, indicating they were pre-arranged. After the reported trades, Hayne continued to hold 17,729,263 common shares directly. The filing also lists additional indirect interests held through his spouse, as trustee, and through family trusts, a foundation and retirement plans, with disclosures that he disclaims beneficial ownership of certain indirect holdings except for 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 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)
01/05/2026

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	01/05/2026		S		5,106	D(1)	$76.333(2)	17,745,491	D
Common Shares	01/05/2026		S		4,468	D(1)	$76.333(2)	2,192,929	I(3)	By Spouse as Trustee
Common Shares	01/05/2026		S		5,561	D(1)	$76.795(4)	17,739,930	D
Common Shares	01/05/2026		S		4,865	D(1)	$76.795(4)	2,188,064	I(3)	By Spouse as Trustee
Common Shares	01/06/2026		S		267	D(1)	$76.378(5)	17,739,663	D
Common Shares	01/06/2026		S		233	D(1)	$76.378(5)	2,187,831	I(3)	By Spouse as Trustee
Common Shares	01/06/2026		S		1,173	D(1)	$77.323(6)	17,738,490	D
Common Shares	01/06/2026		S		1,027	D(1)	$77.323(6)	2,186,804	I(3)	By Spouse as Trustee
Common Shares	01/06/2026		S		2,133	D(1)	$78.575(7)	17,736,357	D
Common Shares	01/06/2026		S		1,867	D(1)	$78.575(7)	2,184,937	I(3)	By Spouse as Trustee
Common Shares	01/06/2026		S		2,680	D(1)	$79.504(8)	17,733,677	D
Common Shares	01/06/2026		S		2,345	D(1)	$79.504(8)	2,182,592	I(3)	By Spouse as Trustee
Common Shares	01/06/2026		S		3,911	D(1)	$80.485(9)	17,729,766	D
Common Shares	01/06/2026		S		3,422	D(1)	$80.485(9)	2,179,170	I(3)	By Spouse as Trustee
Common Shares	01/06/2026		S		503	D(1)	$81.124(10)	17,729,263	D
Common Shares	01/06/2026		S		439	D(1)	$81.124(10)	2,178,731	I(3)	By Spouse as Trustee
Common Shares								23,481	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(11)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(12)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(13)	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 $75.61 to $76.60. 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.

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 $76.61 to $77.19. 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 $75.925 to $76.55. 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 $77.00 to $77.94. 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 $78.03 to $79.02. 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 $79.04 to $80.01. 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. The price in Column 4 is a weighted average price. The price actually received ranged from $80.05 to $81.04. 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.

10. The price in Column 4 is a weighted average price. The price actually received ranged from $81.05 to $81.18. 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.

11. 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.

12. 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.

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

	/s/ Richard A. Hayne	01/07/2026
	** 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 activity did URBN report for CEO Richard Hayne in this Form 4?

The Form 4 reports that Richard A. Hayne, CEO, Chairman and a 10% owner of Urban Outfitters Inc. (URBN), and entities associated with his spouse executed a series of open-market sales of common shares on January 5–6, 2026, all coded "S" for sales.

At what prices were Urban Outfitters (URBN) shares sold in this filing?

The reported sales of Urban Outfitters common shares occurred at weighted average prices that include $76.333, $76.795, $76.378, $77.323, $78.575, $79.504, $80.485 and $81.124 per share, with footnotes stating that each is a weighted average across price ranges.

How many Urban Outfitters (URBN) shares does Richard Hayne hold directly after these trades?

Following the reported transactions, the Form 4 shows that Richard A. Hayne directly beneficially owned 17,729,263 common shares of Urban Outfitters Inc..

Were the URBN insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that the reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 10, 2025, indicating the sales were pre-arranged under that plan.

What indirect Urban Outfitters (URBN) holdings related to Richard Hayne are disclosed?

The filing lists indirect interests in Urban Outfitters common shares held by spouse as trustee, a profit sharing fund (401(k) plan, trusts with family members as beneficiaries, the Hayne Foundation, and shares held directly by his spouse. Footnotes note that Hayne disclaims beneficial ownership of certain indirect holdings except to the extent of any pecuniary interest.

Does this URBN Form 4 include any derivative securities for Richard Hayne?

The Table II section for derivative securities is present but contains no specific derivative transactions or amounts, while Table I details the non-derivative common share sales and holdings.