Urban Outfitters (URBN) CEO Richard Hayne discloses 10b5-1 stock sales

Rhea-AI Filing Summary

Urban Outfitters CEO and Chairman Richard A. Hayne reported open-market sales of URBN common shares on December 15 and 16, 2025, made under a Rule 10b5-1 trading plan adopted on July 10, 2025. He sold multiple blocks of common shares at weighted average prices including $82.455, $83.342, $83.893, $81.503 and $82.523 per share, with actual sale prices in narrow ranges around each average. Following these transactions, Hayne beneficially owned 17,869,061 common shares directly and additional shares indirectly, including 2,301,045 shares held by his spouse as trustee, as well as holdings through a profit sharing fund, trusts and the Hayne Foundation. The filing states that Hayne disclaims beneficial ownership of certain indirectly held shares 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
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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)
12/15/2025

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	12/15/2025		S		2,080	D(1)	$82.455(2)	17,887,188	D
Common Shares	12/15/2025		S		1,820	D(1)	$82.455(2)	2,316,906	I(3)	By Spouse as Trustee
Common Shares	12/15/2025		S		8,373	D(1)	$83.342(4)	17,878,815	D
Common Shares	12/15/2025		S		7,327	D(1)	$83.342(4)	2,309,579	I(3)	By Spouse as Trustee
Common Shares	12/15/2025		S		214	D(1)	$83.893(5)	17,878,601	D
Common Shares	12/15/2025		S		186	D(1)	$83.893(5)	2,309,393	I(3)	By Spouse as Trustee
Common Shares	12/16/2025		S		9,540	D(1)	$81.503(6)	17,869,061	D
Common Shares	12/16/2025		S		8,348	D(1)	$81.503(6)	2,301,045	I(3)	By Spouse as Trustee
Common Shares	12/16/2025		S		1,127	D(1)	$82.523(7)	17,867,934	D
Common Shares	12/16/2025		S		985	D(1)	$82.523(7)	2,300,060	I(3)	By Spouse as Trustee
Common Shares								23,481	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(8)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(9)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(10)	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 $81.81 to $82.80. 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 $82.87 to $83.86. 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 $83.88 to $83.91. 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 $81.04 to $82.035. 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 $82.124 to $82.97. 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. 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.

9. 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.

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

	/s/ Richard A. Hayne	12/17/2025
	** 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).
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FAQ

What insider activity did URBN CEO Richard A. Hayne report?

Richard A. Hayne reported selling multiple blocks of Urban Outfitters common shares in open-market transactions on December 15 and 16, 2025, as shown in Table I of the filing.

Were Richard A. Hayne’s URBN share sales under a Rule 10b5-1 plan?

Yes. The filing states the reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Hayne on July 10, 2025.

At what prices did Richard A. Hayne sell Urban Outfitters (URBN) shares?

The common shares were sold at weighted average prices including $82.455, $83.342, $83.893, $81.503 and $82.523 per share, with actual prices within specified ranges around each average.

How many URBN shares does Richard A. Hayne own directly after these trades?

After the reported transactions, Richard A. Hayne beneficially owned 17,869,061 common shares of Urban Outfitters directly.

What indirect Urban Outfitters share holdings are reported for Richard A. Hayne?

The filing lists indirect holdings including 2,301,045 common shares held by his spouse as trustee, as well as additional shares held by a profit sharing fund, trusts, the Hayne Foundation, his spouse directly, and his spouse through a profit sharing fund.

Does Richard A. Hayne disclaim beneficial ownership of any URBN shares?

Yes. The explanations state that Hayne disclaims beneficial ownership of certain shares held by his spouse and various trusts, except to the extent of any pecuniary interest.

What is Richard A. Hayne’s role and ownership status at Urban Outfitters (URBN)?

He is reported as a Director, 10% Owner, and Officer with the title CEO & Chairman of the Board, with substantial direct and indirect beneficial ownership of URBN common shares.