[Form 4] URBAN OUTFITTERS INC Insider Trading Activity

Rhea-AI Filing Summary

Urban Outfitters CEO and chairman Richard A. Hayne reported open‑market sales of the company’s common shares on February 12 and 13, 2026. He sold 5,718, 274 and 10,667 shares held directly, at weighted average prices of $70.576, $71.246 and $70.509 per share.

Additional sales of 5,003, 238 and 9,333 shares were made indirectly through his spouse acting as trustee. The filing notes these trades were executed under a Rule 105b-1 trading plan adopted on July 10, 2025, and that Hayne disclaims beneficial ownership of various indirect holdings except to the extent of any pecuniary interest.

Insights

Equity ownership & governance analyst

CEO’s Rule 105b-1 stock sales are relatively small versus disclosed holdings.

Urban Outfitters CEO and 10% owner Richard A. Hayne reported several open‑market sales of common shares on February 12–13, 2026. Transactions were executed under a pre‑adopted Rule 105b-1 trading plan, which typically automates sales to reduce discretion.

Direct transactions covered 5,718, 274 and 10,667 shares, while 5,003, 238 and 9,333 shares were sold indirectly through his spouse as trustee, at weighted average prices around $70–71 per share. Footnotes show large remaining direct ownership of 17,483,883 shares and multiple indirect positions, with Hayne expressly disclaiming beneficial ownership of several indirect holdings beyond any pecuniary interest.

For governance monitoring, the key context is that these appear as scheduled plan trades rather than ad‑hoc disposals, and the reported sales are small relative to his stated direct stake. Future company filings may provide additional updates on ownership changes over subsequent periods.

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 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)
02/12/2026

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		5,718	D(1)	$70.576(2)	17,494,824	D
Common Shares	02/12/2026		S		5,003	D(1)	$70.576(2)	1,973,614	I(3)	By Spouse as Trustee
Common Shares	02/12/2026		S		274	D(1)	$71.246(4)	17,494,550	D
Common Shares	02/12/2026		S		238	D(1)	$71.246(4)	1,973,376	I(3)	By Spouse as Trustee
Common Shares	02/13/2026		S		10,667	D(1)	$70.509(5)	17,483,883	D
Common Shares	02/13/2026		S		9,333	D(1)	$70.509(5)	1,964,043	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 $70.14 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 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 $71.165 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 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	02/17/2026
	** Signature of Reporting Person	Date
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