Urban Outfitters (URBN) CEO and 10% owner logs 10b5-1 share sales

Rhea-AI Filing Summary

Urban Outfitters Inc. insider activity: Entities associated with CEO, Chairman and 10% owner Richard A. Hayne reported planned sales of common shares of URBN in mid-January 2026 under a Rule 10b5-1 trading plan adopted on July 10, 2025.

On January 15 and 16, 2026, 10,667 common shares were sold directly on each date, and 9,333 common shares were sold on each date indirectly through Hayne’s spouse acting as trustee, at weighted average prices of about $70.07 and $70.20 per share within disclosed price ranges. Following these transactions, Hayne reported direct beneficial ownership of 17,643,927 common shares and additional indirect holdings through his spouse, trusts, a foundation and profit sharing funds, while disclaiming beneficial ownership of certain indirect positions 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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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)
01/15/2026

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	01/15/2026		S		10,667	D(1)	$70.072(2)	17,654,594	D
Common Shares	01/15/2026		S		9,333	D(1)	$70.072(2)	2,113,400	I(3)	By Spouse as Trustee
Common Shares	01/16/2026		S		10,667	D(1)	$70.202(4)	17,643,927	D
Common Shares	01/16/2026		S		9,333	D(1)	$70.202(4)	2,104,067	I(3)	By Spouse as Trustee
Common Shares								23,480	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(5)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(6)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(7)	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 $70.00 to $70.33. 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 $70.00 to $70.73. 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. 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.

6. 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.

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

	/s/ Richard A. Hayne	01/20/2026
	** 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.
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FAQ

What insider transactions did URBN CEO Richard A. Hayne report on this Form 4?

The Form 4 shows that entities associated with Richard A. Hayne, CEO, Chairman and 10% owner of Urban Outfitters Inc. (URBN), reported sales of common shares on January 15 and 16, 2026. On each date, 10,667 common shares were sold directly and 9,333 common shares were sold indirectly through his spouse as trustee.

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

The reported sales were executed at weighted average prices. On January 15, 2026, the weighted average price was $70.072 per share, with actual prices ranging from $70.00 to $70.33. On January 16, 2026, the weighted average price was $70.202 per share, with actual prices ranging from $70.00 to $70.73.

Was the URBN insider sale conducted under a Rule 10b5-1 trading plan?

Yes. The filing states that the reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on July 10, 2025. Such plans allow pre-arranged trades to occur according to preset instructions.

How many URBN shares does Richard A. Hayne report owning after these transactions?

After the reported sales, Richard A. Hayne reported 17,643,927 common shares held directly. He also reported indirect holdings, including 2,104,067 common shares held by his spouse as trustee and additional positions in trusts, a foundation, a profit sharing fund and accounts held by his spouse.

How are the indirect URBN share holdings attributed in this Form 4?

The filing attributes indirect ownership to arrangements such as shares held by spouse as trustee, by a profit sharing fund (401(k) plan), by trusts, by the Hayne Foundation, and by spouse. The footnotes explain that Richard A. Hayne disclaims beneficial ownership of certain indirect holdings except to the extent of any pecuniary interest.

What information does the Form 4 give about the weighted average price ranges?

The Form 4 explains that the prices shown are weighted averages. For January 15, 2026, the actual sale prices ranged from $70.00 to $70.33. For January 16, 2026, prices ranged from $70.00 to $70.73, and the reporting person undertakes to provide detailed breakdowns upon request.

What is Richard A. Hayne’s role and relationship to Urban Outfitters (URBN)?

According to the filing, Richard A. Hayne is a Director, CEO & Chairman of the Board, and a 10% owner of Urban Outfitters Inc. (URBN), making his transactions reportable under Section 16 rules.